08/06/2025 | Press release | Distributed by Public on 08/06/2025 14:31
Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this report, as well as the historical consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on February 19, 2025 (our "2024 Form 10-K"). This discussion and analysis contains forward-looking statements based upon our current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors as described under "Cautionary Note Regarding Forward-Looking Statements" and other cautionary statements described under the heading "Risk Factors" included in our 2024 Form 10-K and this Quarterly Report on Form 10-Q. We assume no obligation to update any of these forward-looking statements.
This discussion relates to the three and six months ended June 30, 2025 (the "Current Quarter" and the "Current Period", respectively) and the three and six months ended June 30, 2024 (the "Prior Quarter" and the "Prior Period", respectively).
Overview
We are a leading provider of sustainable water and chemical solutions to the energy industry in the U.S. As a leader in the water solutions industry, we place the utmost importance on safe, environmentally responsible management of oilfield water throughout the lifecycle of a well. Additionally, we believe that responsibly managing water resources through our operations to help conserve and protect the environment in the communities in which we operate is paramount to our continued success.
Sustainability
Select is committed to a corporate strategy that supports the long-term viability of our business model in a manner that focuses on all stakeholders, including our people, our customers, the environment, and the communities in which we operate. We believe this focus will help us and our customers achieve their short-term and long-term strategic goals, help us attract and retain top talent, and further our efforts to generate investor returns. We believe our commitment to foster a culture of corporate responsibility is an important part of being a company with operations spanning the contiguous U.S. Further, we believe being a good corporate steward is strategic to our growth in the energy industry and will better allow us to develop solutions that both address the needs of our customers and contribute to sustainable business practices. Our commitment to these principles is exemplified through our sustainability-linked credit facility, which incorporates certain key performance indicator targets related to growing produced water recycling volumes and maintaining market-leading employee safety performance. Additionally, as a customer-oriented company, we compete with other providers based on various factors, including safety and operational performance, technological innovation, process efficiencies and reputational awareness. We have identified the following four priorities as part of our comprehensive corporate responsibility initiative: Environmental Consciousness, Health and Safety, Human Capital Management and Community Outreach. We believe there is a strong link between these corporate responsibility initiatives and our ability to provide value to our stakeholders.
We are one of the few public companies whose primary focus is on the management of water and water logistics in the energy industry with a focus on driving efficient, environmentally responsible, and economical solutions that lower costs throughout the lifecycle of the well. We believe water is a valuable resource and understand that the energy industry, other industries, and the general public are competing for this resource. We continue to provide access to water as demanded by our customers and have significantly increased our focus on the recycling and reuse of produced water, as well as assessing other industrial water sources, to meet the industry's water demand and align our operations with the goals of our customers. We have invested significantly in the development and acquisition of fixed and mobile recycling facilities that support the advancement of commercialized produced water reuse solutions. By doing so, we strive to reduce the amount of produced water being reinjected into SWDs and to reduce our usage of fresh water as well as that of our customers. By implementing our innovative approach to end-to-end water solutions, Select has become a leader in recycling produced water to be reused for energy production.
Our strong company culture includes commitments to all stakeholders, and we aim to create a work environment that fosters a diverse and inclusive company culture. Additionally, we prioritize safety in our operations through rigorous training, structured protocols and ongoing automation of our operations. Our prioritization of safety includes a commitment to safeguarding the communities in which we operate.
We believe that proper alignment of our management and our board of directors with our shareholders is critical to creating long-term value, including the alignment of management compensation and incentive structures and the continued leadership of an experienced, diverse and independent board of directors.
Recent Developments
Recent Acquisitions
On July 1, 2025, we acquired certain assets and operations of Omni Environmental Solutions ("Omni") in the Bakken region. The acquired assets include:
● | A solids waste landfill with approximately 3.2 million cubic yards of remaining offtake capacity; |
● | A processing, recovery, and disposal facility for reclaiming diesel and other hydrocarbons from oilfield waste streams; |
● | One SWD with a permitted disposal capacity of approximately 12,000 barrels per day; and |
● | A commercial oil storage tank farm with total capacity of approximately 24,000 barrels of storage. |
In addition, we have wound down our fluids hauling operations in the Haynesville region and intend to divest the remaining lower-margin fluids hauling operations in the Midcon region. We will continue to operate our higher-margin fluids hauling businesses in the Permian, Rockies and Eagle Ford regions, which also have more integration with our disposal infrastructure.
See "Note 17-Subsequent Events" for further discussion.
In the first six months of 2025, Select executed four asset acquisitions totaling $14.6 million, enhancing current and future water infrastructure capabilities. These asset acquisitions collectively position Select for future growth and operational efficiency in the Water Infrastructure segment. We also acquired certain wastewater treatment facilities for the accommodations and rentals business line in the Permian and Eagle Ford regions for $1.7 million. In parallel, Select has continued to win new long-term contracts in its infrastructure segment, further strengthening its recurring revenue base and supporting sustained growth. Additionally, several Water Infrastructure projects currently under development are anticipated to commence operations in the second half of 2025. Further, we made a $72.1 million equity method investment in an entity to consolidate one of the largest water holdings and storage portfolios in Colorado to serve agricultural, municipal, and industrial stakeholders in the region (Refer to "Note 1-Business and Basis of Presentation" for further discussion on AV Farms). Additionally, on January 24, 2025, we entered into a $550.0 million sustainability-linked senior secured credit facility and extinguished our prior debt (Refer to "Note 8-Debt" for further discussion of the Sustainability-Linked Credit Facility).
Select is prioritizing investments in Water Infrastructure projects, which often bring a more predictable and steady revenue stream through long-term contracts and production-related operations. These investments typically produce higher gross margins and also foster stronger partnerships with customers, as Select becomes an integral partner in ensuring well productivity for ongoing customer production over the life of a well. Our focus is on integrated solutions that enhance contracted infrastructure projects with logistics services and chemical solutions, and expanding the value we provide to our customers. Our approach, historically and during the year ended December 31, 2024, has been to streamline operations and offer a more comprehensive and valuable overall package to customers that is built around optimizing the entire water lifecycle as such integrated solutions drive revenue growth and enhance overall value to clients.
Market Trends and Outlook
We are navigating through various evolving external factors that create uncertainty and volatility in our operating environment, including, but not limited to, global geopolitical conflicts, volatility in energy prices and inflation due to geopolitical dynamics, increased tariffs and their impact on costs of goods and services and developing trends among our customers, including increased consolidation in the industry and demand for produced water recycling services.
The armed conflict between Ukraine and Russia has continued into 2025, as well as ongoing conflicts in the Middle East, including heightened tensions with Iran. As a result of the Russian invasion of Ukraine, the U.S., the United Kingdom, the member states of the European Union and other public and private actors have imposed severe sanctions on Russian financial institutions, businesses and individuals. In the Middle East, various conflicts have resulted in increased hostilities and instability in oil and gas producing regions in the Middle East as well as in key adjacent shipping lanes and supply chains, including elevated tensions with Iran, a major oil producer. In addition, in July of 2025, the U.S. government threatened additional sanctions on Russia and additional tariffs on countries that import energy from Russia.
The Russia-Ukraine conflict, and the resulting sanctions and concerns regarding global energy security, has contributed to, and conflicts in the Middle East may contribute to, increases and volatility in the prices for oil and natural gas. Such volatility, coupled with an increased cost of capital, due, in part to elevated rates of inflation and interest rates, may lead to a more difficult investing and planning environment for us and our customers. The ultimate geopolitical and macroeconomic consequences of these conflicts and associated sanctions and/or international responses cannot be predicted, and such events, or any further hostilities elsewhere, could severely impact the world economy and may adversely affect our financial condition. An end to these conflicts and an easing or elimination of the related sanctions and/or international response could result in a significant fall in commodity prices as hydrocarbons become more readily accessible in global markets, which could have an adverse effect on our customers, and therefore adversely affect our
customers' demand for our services. An intensification of that conflict could also have an adverse effect on our customers and their demand for our services.
In addition, since 2021, OPEC+ countries have instituted production cuts (as well as voluntary production cuts), which currently cut output by approximately 4.66 million barrels/day in the aggregate, comprised of a core production cut of 3.66 million barrels/day and voluntary production cuts of approximately 1.0 million barrels/day, which is set to be fully unwound by the end of September. Most recently, on July 28, 2025, OPEC+ reaffirmed the existing production cuts including the next scheduled winddown of 0.5 million barrels/day of voluntary production cuts in August. OPEC+ may, at its discretion, continue to decrease, or increase, production, which will continue to impact crude oil and natural gas price volatility. The actions of OPEC+ countries with respect to oil production levels and announcements of potential changes in such levels, including agreement on and compliance with production targets, may result in volatility in the industry in which we and our customers operate.The average price of West Texas Intermediate ("WTI") crude oil decreased in the Current Quarter versus the Prior Quarter due to a combination of factors, including heightened trade tensions, weakening global demand, rising domestic production, the threat of a global recession and increased production from OPEC+ countries. During the Current Quarter, the average spot price of WTI crude oil was $64.57 versus an average price of $81.81 for the Prior Quarter. The average Henry Hub natural gas spot price during the Current Quarter was $3.19 versus an average of $2.07 for the Prior Quarter. Henry Hub natural gas price levels in the Current
Quarter have increased relative to the Prior Quarter due to a variety of factors, including increased demand driven by severe weather events, infrastructure disruptions, lower than expected inventories, and the ongoing LNG export growth in the U.S., and have positively impacted activity levels in natural gas basins.
Separately, global macroeconomic developments, such as the development or change in international trade policies, including the imposition of tariffs, may adversely affect our ability to source raw materials and the demand for our services. While we have positioned ourselves to largely not be reliant on any sole supplier and believe we would be able to find alternative sources for our raw materials, any trading disruption (such as tariffs, product restrictions, etc.) in the trading relationships between the U.S. and other nations may adversely impact our business. For instance, on April 2, 2025, the United States government announced that a 10% base tariff will be applied to all imports to the United States effective April 5, 2025, subject to limited exceptions for Mexico and Canada, and that almost 60 countries will, in lieu of the 10% base tariff, be assigned higher reciprocal tariffs on imports that extend as high as 50%, effective April 9, 2025. Although most of the reciprocal tariffs were later suspended and replaced by a base tariff of 10% for a period of 90 days, it is uncertain if and to what extent the tariffs may be reimposed. For instance, despite the suspension of most reciprocal tariffs, the governments of the U.S. and China maintained substantial tariffs on one another, before eventually agreeing to temporarily roll back certain of the tariffs in May 2025. Tariffs and any additional changes in U.S. trade policy could result in one or more other jurisdictions adopting responsive trade policies. The adoption and expansion of trade restrictions, the occurrence of a trade war, or other governmental action related to tariffs or trade agreements or policies has the potential to adversely impact us and the global economy.
Additionally, increased inflation in recent years has resulted in higher interest rates and increased cost of capital for Select and for our customers. As costs of capital have increased, many of our customers have demonstrated their resolve to manage their capital spending within budgets and cash flow from operations and increase redemptions of debt and/or returns of capital to investors. Furthermore, consolidation among our customers, such as the consolidation of E&P companies in the Permian Basin, can disrupt our market in the near term and the resulting demand for our services. When one customer acquires another, drilling and completions activity levels may decrease overall, but acquisitions can lead to larger blocks of consolidated development and production acreage, which can increase the demand for our longer-term integrated full water lifecycle solutions. This consolidation may streamline operations, as Select can offer integrated solutions to clients with larger water volumes to manage in certain areas. The Company's position in the market may strengthen, as it becomes an essential partner for long-term production integrity in larger, more comprehensive water projects. However, it also means Select must meet the changing needs and structures of these consolidated entities to maintain and grow these relationships. While customers involved in acquisitions may initially slow activity to focus on integration and portfolio management, we believe we are well-positioned to meet the increased responsibilities of overall water management, including water reuse, recycling, transmitting and balancing across customers and regions, and ultimately disposal, for these larger customers and blocks of contiguous acreage.
Overall, however, even though commodity prices have moderated recently, the financial health of the oil and gas industry is in a generally healthy position, including many of our customers specifically, as reflected in revenues and earnings, debt metrics, recent capital raises, and recurring shareholder returns. The industry may face additional changes due to recent and future legislative and regulatory changes under the current presidential administration. Most recently, the OBBBA, signed into law in July 2025, includes many provisions intended to expand onshore oil and gas leasing and drilling on federal land, such as increased federal oil and gas lease sales and lower royalty rates on federal oil and gas leases. While the financial health of the broader oil and gas industry has shown improvement as compared to prior periods, central bank policy actions and associated liquidity risks and other factors may negatively impact the value of our equity and that of our customers, and may reduce our and their ability to access liquidity in the bank and capital markets or result in capital being available on less favorable terms, which could negatively affect our financial condition and that of our customers.
From an operational standpoint, many of the recent efficiency trends still apply to ongoing unconventional oil and gas development. The continued trend towards multi-well pad development and simultaneous well completions, executed within a limited time frame, combined with service price inflation and elevated interest rates, has increased the overall intensity, complexity and cost of well completions, while increasing fracturing efficiency and the use of lower-cost in-basin sand has decreased total costs for our customers. However, we note the continued efficiency gains in the
well completions process can limit the days we spend on the wellsite and, therefore, negatively impact the total revenue opportunity for certain of our services utilizing day-rate pricing models.
This multi-well pad development, combined with upstream acreage consolidation and corporate mergers as well as the growing trends around the recycling and reuse applications of produced water provides a significant opportunity for companies like us that can deliver increasingly complex solutions for our E&P customers across large swathes of acreage through our regional infrastructure networks, delivering solutions for the full completion and production lifecycle of wells. While these trends have advanced the most in the Permian Basin to date, they are emerging in other basins as well and Select has recently performed recycling projects in the Haynesville, Rockies and South Texas regions as well.
The increased reuse of produced water requires additional chemical treatment solutions. We have a dedicated team of specialists focused every day on developing and deploying innovative water treatment and reuse services for our customers. Our FluidMatch™ design solutions enable our customers to economically use these alternative sources to optimize their fluid systems by providing water profiling and fluid assessment services working towards real-time. This trend also supports more complex "on-the-fly" solutions that treat, proportion, and blend various streams of water and chemicals at the wellsite. This complexity favors service companies that are able to provide advanced technology solutions. Ultimately, we intend to play an important role in the advancement of water and chemical solutions that are designed to meet the sustainability goals of key stakeholders.
Our water logistics, treatment, and chemical application expertise, in combination with advanced technology solutions, are applicable to other industries beyond oil and gas. We are working to further commercialize our services in other businesses and industries through our industrial solutions group and equity method investments.
Our Segments
Our services are offered through three reportable segments: (i) Water Infrastructure; (ii) Water Services; and (iii) Chemical Technologies.
● | Water Infrastructure.The Water Infrastructure segment consists of the Company's fixed infrastructure assets, including operations associated with our water distribution pipeline infrastructure, our water recycling facilities, our produced water gathering pipelines, SWDs, and our solids management facilities, primarily serving E&P companies. |
● | Water Services. The Water Services segment primarily consists of the Company's water-related services businesses, including water sourcing, water transfer, fluids hauling, water monitoring, water containment and water network automation, primarily serving E&P companies. Additionally, this segment includes the operations of our accommodations and rentals and flowback and well testing businesses. |
● | Chemical Technologies. The Chemical Technologies segment provides technical solutions, products and expertise related to chemical applications in the oil and gas industry. We develop, manufacture, manage logistics and provide a full suite of chemicals used in hydraulic fracturing, stimulation, cementing and well completions for customers ranging from pressure pumpers to major integrated and independent oil and gas producers. This segment also utilizes its chemical experience and lab testing capabilities to customize tailored water treatment solutions designed for the recycling and treatment of produced water and to optimize the fracturing fluid system in conjunction with the quality of water used in well completions. |
How We Generate Revenue
We currently generate most of our revenue through our water-management services associated with well completions as well as ongoing produced water management, provided through our Water Services and Water Infrastructure segments. Most of this revenue is realized through customer agreements with fixed pricing terms and is
recognized when delivery of services is provided, generally at our customers' sites. While we have a growing portfolio of contracts incorporating long-term pricing arrangements, particularly in our Water Infrastructure segment, the majority of our water and water-related services are priced based on prevailing market conditions, giving due consideration to the customer's specific requirements.
Within the Water Infrastructure segment, we have contracts containing acreage dedications, areas of mutual interest ("AMIs"), wellbore dedications and minimum volume commitments ("MVCs"). Acreage dedications are longer term contracts pursuant to which a customer dedicates certain activities or volumes to Select within a defined set of the customer's leased acreage, typically committing to us all water demanded by future wells they complete or produced from current and future wells that they operate, and we commit to provide, gather, recycle or dispose such water volumes. AMI arrangements similarly are defined by a geographic right to current and future customer volumes, though AMIs may encompass a broader geographic area beyond a customer's existing leasehold acreage. Wellbore dedications are similar to acreage dedications; however, they limit the contractual obligations to a defined set of existing or future wells. Under our MVC agreements our customers guarantee to deliver certain minimum volumes of produced water to our pipeline networks at an agreed upon fee or pay a deficiency fee for the minimum volume that is not met for a specified period. In most cases, these contracts are covenant to the land and assets they encompass.
We also generate revenue by providing completion and specialty chemicals through our Chemical Technologies segment. We invoice the majority of our Chemical Technologies customers for services provided based on the quantity of chemicals used or pursuant to short-term contracts as customer needs arise.
Costs of Conducting Our Business
The principal expenses involved in conducting our business are labor costs, vehicle and equipment costs (including depreciation, rental, repair and maintenance and leasing costs), raw materials including water sourcing costs and fuel costs. Overall, our fixed costs are relatively low and most of the costs of serving our customers are variable, i.e., they are incurred only when we provide water and water-related services, or chemicals and chemical-related services to our customers.
Labor costs associated with our employees and contract labor comprise the largest portion of our costs of doing business. We incurred labor and labor-related costs of $124.4 million, $126.7 million, $253.8 million and $265.0 million for the Current Quarter, Prior Quarter, Current Period and Prior Period, respectively. The majority of our recurring labor costs are variable and dependent on the market environment and are incurred only while we are providing our operational services. We also incur costs to employ personnel to ensure safe operations, sell and supervise our services and perform maintenance on our assets, which is not as directly tied to our level of business activity. Additionally, we incur selling, general and administrative costs for compensation of our administrative personnel at our field sites and in our operational and corporate headquarters, as well as for third-party support, permitting, licensing and services.
We incur significant vehicle and equipment costs in connection with the services we provide, including depreciation, repairs and maintenance, rental and leasing costs. We incurred vehicle and equipment costs of $79.7 million, $79.0 million, $159.2 million and $158.5 million for the Current Quarter, Prior Quarter, Current Period and Prior Period, respectively.
We incur raw material costs in manufacturing our chemical products, as well as for water that we source for our customers. We incurred raw material costs of $58.8 million, $63.2 million, $123.9 million and $124.9 million for the Current Quarter, Prior Quarter, Current Period and Prior Period, respectively.
We incur variable transportation costs associated with our service lines, predominantly fuel and freight. We incurred fuel and freight costs of $18.4 million, $21.0 million, $40.7 million and $45.0 million for the Current Quarter, Prior Quarter, Current Period and Prior Period, respectively. Changes to fuel prices impact our transportation costs, which affects the results of our operations.
How We Evaluate Our Operations
We use a variety of operational and financial metrics to assess our performance. Among other measures, management considers each of the following:
● | Revenue; |
● | Gross Profit; |
● | Gross Margins; |
● | EBITDA; |
● | Adjusted EBITDA; |
● | Cash Flows; and |
● | Free Cash Flow. |
Revenue
We analyze our revenue and assess our performance by comparing actual monthly revenue to our internal projections and across periods. We also assess incremental changes in revenue compared to incremental changes in direct operating costs, and selling, general and administrative expenses across our reportable segments to identify potential areas for improvement, as well as to determine whether segment performance is meeting management's expectations.
Gross Profit
To measure our financial performance, we analyze our gross profit, which we define as revenues less direct operating expenses (including depreciation, amortization and accretion expenses). We believe gross profit provides insight into profitability and the true operating performance of our assets. We also compare gross profit to prior periods and across segments to identify trends as well as underperforming segments.
Gross Margins
Gross margins provide an important gauge of how effective we are at converting revenue into profits. This metric works in tandem with gross profit to ensure that we do not seek to increase gross profit at the expense of lower margins, nor pursue higher gross margins at the expense of declining gross profits. We track gross margins by segment and service line and compare them across prior periods and across segments and service lines to identify trends as well as underperforming segments.
EBITDA and Adjusted EBITDA
We view EBITDA and Adjusted EBITDA as important indicators of performance. We define EBITDA as net income, plus interest expense, income taxes, and depreciation, amortization and accretion. We define Adjusted EBITDA as EBITDA plus any impairment and abandonment charges or asset write-offs pursuant to accounting principles generally accepted in the U.S. ("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), plus/(minus) losses/(gains) on unconsolidated entities and plus tax receivable agreements expense. The adjustments to EBITDA are generally consistent with such adjustments described in our Sustainability-Linked Credit Facility. See "-Comparison of Non-GAAP Financial Measures-EBITDA and Adjusted EBITDA" for
more information and a reconciliation of EBITDA and Adjusted EBITDA to net income, the most directly comparable financial measure calculated and presented in accordance with GAAP.
Cash Flows and Free Cash Flow
We define free cash flow as net cash provided by (used in) operating activities less purchases of property and equipment, plus proceeds received from sales of property and equipment. Our board of directors and executive management team use free cash flow to assess our liquidity and ability to fund operations, make additional investments, pay dividends and distributions, repay maturing debt and repurchase common stock. We believe free cash flow provides similarly useful information to investors for assessing the recent and ongoing financial and operational performance, outlook and liquidity position of the Company. Our measure of free cash flow may not be directly comparable to similar measures reported by other companies. Furthermore, free cash flow is not a substitute for, or more meaningful than, net cash provided by (used in) operating activities nor any other measure prescribed by GAAP, and there are limitations to using non-GAAP measures such as free cash flow. Accordingly, free cash flow should not be considered a measure of the income generated by our business or discretionary cash available to it to invest in the growth of our business.
Factors Affecting the Comparability of Our Results of Operations to Our Historical Results of Operations
Our future results of operations may not be comparable to our historical results of operations for the periods presented, primarily for the reasons described below and those described in "-Recent Developments" above.
Acquisition Activity
As described above, we continuously evaluate potential investments, particularly in water infrastructure and other water-related services and technology. To the extent we consummate acquisitions, any pre-transaction revenues or expenses from such transactions are not included in our historical results of operations.
During the Current Period, we completed five asset acquisitions. Our historical financial statements for periods prior to the respective date each acquisition was completed do not include the results of operations of that acquisition. See "-Recent Developments" and "Note 3-Acquisitions" for a description of these transactions.
Results of Operations
The following tables set forth our results of operations for the periods presented, including revenue by segment.
Current Quarter Compared to the Prior Quarter
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Three months ended June 30, |
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Change |
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2025 |
2024 |
Dollars |
Percentage |
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(in thousands) |
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Revenue |
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Water Infrastructure |
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$ |
80,855 |
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$ |
68,564 |
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$ |
12,291 |
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17.9 |
% |
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Water Services |
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215,660 |
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230,008 |
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(14,348) |
(6.2) |
% |
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Chemical Technologies |
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67,700 |
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66,559 |
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1,141 |
1.7 |
% |
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Total revenue |
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364,215 |
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365,131 |
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(916) |
(0.3) |
% |
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Costs of revenue |
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Water Infrastructure |
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36,211 |
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33,581 |
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2,630 |
7.8 |
% |
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Water Services |
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173,312 |
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178,308 |
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(4,996) |
(2.8) |
% |
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Chemical Technologies |
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55,885 |
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55,641 |
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244 |
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0.4 |
% |
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Depreciation, amortization and accretion |
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41,054 |
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37,445 |
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3,609 |
9.6 |
% |
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Total costs of revenue |
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306,462 |
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304,975 |
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1,487 |
0.5 |
% |
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Gross profit |
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57,753 |
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60,156 |
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(2,403) |
(4.0) |
% |
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Operating expenses |
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Selling, general and administrative |
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38,935 |
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38,981 |
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(46) |
(0.1) |
% |
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Depreciation and amortization |
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1,918 |
|
748 |
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1,170 |
156.4 |
% |
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Impairments and abandonments |
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1,477 |
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46 |
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1,431 |
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NM |
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Lease abandonment costs |
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(2) |
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17 |
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(19) |
(111.8) |
% |
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Total operating expenses |
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42,328 |
|
39,792 |
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2,536 |
6.4 |
% |
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Income from operations |
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15,425 |
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20,364 |
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(4,939) |
(24.3) |
% |
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Other income (expense) |
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Gain on sales of property and equipment and divestitures, net |
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6,503 |
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382 |
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6,121 |
NM |
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Interest expense, net |
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(5,645) |
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(2,026) |
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(3,619) |
178.6 |
% |
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Other |
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92 |
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42 |
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50 |
NM |
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Income before income tax expense and equity in (losses) earnings of unconsolidated entities |
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16,375 |
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18,762 |
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(2,387) |
(12.7) |
% |
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Income tax expense |
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(4,521) |
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(3,959) |
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(562) |
14.2 |
% |
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Equity in (losses) earnings of unconsolidated entities |
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(183) |
|
96 |
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(279) |
NM |
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Net income |
|
$ |
11,671 |
|
$ |
14,899 |
|
$ |
(3,228) |
(21.7) |
% |
|
Revenue
Our revenue decreased by $0.9 million, or 0.3%, to $364.2 million for the Current Quarter compared to $365.1 million for the Prior Quarter. This decrease was composed of a $14.3 million decrease in Water Services revenue, partially offset by a $12.3 million increase in Water Infrastructure revenue and a $1.1 million increase in Chemical Technologies revenue. For the Current Quarter, our Water Infrastructure, Water Services and Chemical Technologies constituted 22.2%, 59.2% and 18.6% of our total revenue, respectively, compared to 18.8%, 63.0% and18.2%, respectively, for the Prior Quarter. The revenue changes by reportable segment are as follows:
Water Infrastructure. Revenue increased $12.3 million, or 17.9%, to $80.9 million for the Current Quarter compared to $68.6 million for the Prior Quarter. The increase was primarily driven by a $14.3 million increase from
organic growth in our recycling business line supported by recent capital investments as well as an increase in solids management revenue partially offset by lower pipeline distribution volumes.
Water Services. Revenue decreased $14.3 million, or 6.2%, to $215.7 million for the Current Quarter compared to $230.0 million in the Prior Quarter. The decrease was primarily due to a decline in water sourcing revenue, reflecting a shift from legacy freshwater to produced water operations. Also impacting the change were increases in water transfer and accommodations and rentals revenue partially offset by declines in fluids hauling and well testing revenue.
Chemical Technologies. Revenue increased by $1.1 million, or 1.7%, to $67.7 million for the Current Quarter compared to $66.6 million for the Prior Quarter. The increase in revenues was primarily driven by enhanced sales performance and new product developments.
Costs of Revenue
Costs of revenue increased $1.5 million, or 0.5%, to $306.5 million for the Current Quarter compared to $305.0 million for the Prior Quarter. The increase was primarily composed of a $2.6 million increase in Water Infrastructure costs and a $3.6 million increase in depreciation, amortization and accretion partially offset by a $5.0 million decrease in Water Services costs.
Water Infrastructure. Costs of revenue increased $2.6 million, or 7.8%, to $36.2 million for the Current Quarter compared to $33.6 million for the Prior Quarter. Cost of revenue as a percentage of revenue decreased from 49.0% to 44.8% due primarily to an increase in high-margin recycling revenue supported by our recent organic capital projects. Additionally, margins benefited from improved operational utilization and execution as well as higher skim oil sales.
Water Services. Costs of revenue decreased $5.0 million, or 2.8%, to $173.3 million for the Current Quarter compared to $178.3 million for the Prior Quarter. As a percentage of revenue, cost of revenue increased from 77.5% in the Prior Quarter to 80.4% in the Current Quarter. This increase was primarily driven by a decline in water sourcing revenue and reduced margins in the water transfer, poly and containment and well testing business lines, reflecting selective price reductions implemented to retain key customer relationships. These impacts were partially offset by improved gross margins in our fluids hauling business lines, attributable to continued cost discipline, operational efficiencies and consolidation activities.
Chemical Technologies. Costs of revenue increased $0.2 million, or 0.4%, to $55.9 million for the Current Quarter compared to $55.6 million for the Prior Quarter. Cost of revenue as a percentage of revenue decreased from 83.6% to 82.5% attributable to a higher proportion of sales from higher margin products, coupled with reduced freight costs resulting from a shift from third-party providers to internal logistics execution.
Depreciation, amortization and accretion. Depreciation, amortization and accretion expense increased $3.6 million, or 9.6%, to $41.1 million for the Current Quarter compared to $37.4 million for the Prior Quarter primarily due to a higher fixed asset base resulting from recent acquisitions as well as increased capital expenditures made into new organic infrastructure projects.
Gross Profit
Gross profit was $57.8 million for the Current Quarter compared to $60.2 million for the Prior Quarter primarily driven by a $9.7 million increase in gross profit from our Water Infrastructure segment and a $0.9 million increase in our Chemical Technologies segment, offset by a $9.4 million decline in our Water Services segment and a $3.6 million increase in depreciation, amortization and accretion expense. Gross margin as a percentage of revenue was 15.9% and 16.5% in the Current Quarter and Prior Quarter, respectively.
Selling, General and Administrative Expenses
Selling, general and administrative expenses decreased $0.1 million, or 0.1%, to $38.9 million for the Current Quarter compared to $39.0 million for the Prior Quarter, driven primarily by a $2.6 million decrease in incentive and equity-based compensation and a $1.1 million decrease in transaction and rebranding related expenses being partially offset by a $1.6 million increase in wages and associated taxes and benefits and contract labor and $2.0 million in higher information technology costs and other expenses.
Impairments and Abandonments
During the Current Quarter, we recognized $1.5 million in impairments and abandonments, consisting of $1.3 million related to the abandonment of back-office software development costs and $0.2 million in the Water Infrastructure segment related to the abandonment of property and equipment. Prior Quarter impairments and abandonments were less than $0.1 million.
Gain on sales of property and equipment and divestitures, net
During the Current Quarter, we recognized $6.5 million in gains on sales of property and equipment and divestitures, comprised of $4.7 million related to the sale of excess land in the Haynesville/E. Texas region in our Water Infrastructure segment, $1.7 million in underutilized or obsolete property and equipment in our Water Services segment and $0.1 million in obsolete property and equipment in our Chemical Technologies segment.
Net Interest Expense
Net interest expense increased by $3.6 million, or 178.6%, to $5.6 million for the Current Quarter compared to $2.0 million in the Prior Quarter due to interest expense on the new Term Loan Facility as well as higher amortization of deferred debt issuance costs in connection with our new Sustainability-Linked Credit Facility.
Net Income
Net income decreased by $3.2 million, or 21.7%, to $11.7 million for the Current Quarter compared to $14.9 million for the Prior Quarter, driven primarily by lower gross profit, higher net interest expense and higher income tax expense partially offset by gains on sales of property and equipment in the Current Quarter.
Current Period Compared to the Prior Period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30, |
|
Change |
|
||||||||
|
2025 |
2024 |
Dollars |
Percentage |
|
||||||||
|
|
|
(in thousands) |
|
|
|
|
|
|
||||
Revenue |
|
|
|
|
|
||||||||
Water Infrastructure |
|
$ |
153,246 |
|
$ |
132,072 |
|
$ |
21,174 |
|
16.0 |
% |
|
Water Services |
|
|
441,308 |
|
|
458,315 |
|
|
(17,007) |
(3.7) |
% |
|
|
Chemical Technologies |
|
|
144,045 |
|
|
141,292 |
|
2,753 |
1.9 |
% |
|
||
Total revenue |
|
738,599 |
|
731,679 |
|
6,920 |
0.9 |
% |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs of revenue |
|
|
|
|
|
|
|
||||||
Water Infrastructure |
|
|
69,704 |
|
|
67,273 |
|
2,431 |
3.6 |
% |
|
||
Water Services |
|
355,030 |
|
359,840 |
|
(4,810) |
(1.3) |
% |
|
||||
Chemical Technologies |
|
|
120,613 |
|
|
117,396 |
|
|
3,217 |
|
2.7 |
% |
|
Depreciation, amortization and accretion |
|
79,729 |
|
74,337 |
|
5,392 |
7.3 |
% |
|
||||
Total costs of revenue |
|
625,076 |
|
618,846 |
|
6,230 |
1.0 |
% |
|
||||
Gross profit |
|
113,523 |
|
112,833 |
|
690 |
0.6 |
% |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
|
|
|
|
|
|
||||||
Selling, general and administrative |
|
76,367 |
|
|
82,961 |
|
(6,594) |
(7.9) |
% |
|
|||
Depreciation and amortization |
|
2,843 |
|
|
2,006 |
|
837 |
41.7 |
% |
|
|||
Impairments and abandonments |
|
|
2,625 |
|
|
91 |
|
|
2,534 |
|
NM |
|
|
Lease abandonment costs |
|
722 |
|
|
406 |
|
316 |
77.8 |
% |
|
|||
Total operating expenses |
|
82,557 |
|
85,464 |
|
(2,907) |
(3.4) |
% |
|
||||
Income from operations |
|
30,966 |
|
27,369 |
|
3,597 |
13.1 |
% |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense) |
|
|
|
|
|
|
|
||||||
Gain on sales of property and equipment and divestitures, net |
|
|
7,868 |
|
|
707 |
|
|
7,161 |
NM |
|
|
|
Interest expense, net |
|
(10,521) |
|
|
(3,298) |
|
(7,223) |
219.0 |
% |
|
|||
Other |
|
421 |
|
|
(240) |
|
661 |
NM |
|
|
|||
Income before income tax expense and equity in losses of unconsolidated entities |
|
28,734 |
|
24,538 |
|
4,196 |
17.1 |
% |
|
||||
Income tax expense |
|
(7,415) |
|
(5,411) |
|
(2,004) |
37.0 |
% |
|
||||
Equity in losses of unconsolidated entities |
|
|
(88) |
|
(353) |
|
265 |
NM |
|
|
|||
Net income |
|
$ |
21,231 |
|
$ |
18,774 |
|
$ |
2,457 |
13.1 |
% |
|
Revenue
Our revenue increased by $6.9 million, or 0.9%, to $738.6 million for the Current Period compared to $731.7 million for the Prior Period. This increase was composed of a $21.2 million increase in Water Infrastructure revenue and a $2.8 million increase in Chemical Technologies revenue partially offset by a $17.0 million decrease in Water Services revenue. The net $6.9 million increase was driven primarily by recent capital investments in our Water Infrastructure segment and enhanced sales performance in Chemical Technologies. For the Current Period, our Water Infrastructure, Water Services and Chemical Technologies constituted 20.7%, 59.8% and 19.5% of our total revenue, respectively, compared to 18.1%, 62.6% and19.3%, respectively, for the Prior Period. The revenue changes by reportable segment are as follows:
Water Infrastructure. Revenue increased $21.2 million, or 16.0%, to $153.2 million for the Current Period compared to $132.1 million for the Prior Period. The increase was primarily driven by organic growth in our recycling business line supported by recent capital investments and additional solids management and disposal revenues impacted by our 2024 and 2025 acquisitions, partially offset by lower pipeline revenue.
Water Services. Revenue decreased $17.0 million, or 3.7%, to $441.3 million for the Current Period compared to $458.3 million in the Prior Period. The decrease was primarily due to a decline in water sourcing revenue reflecting a shift from freshwater to produced water operations. Also impacting the change were increases in water transfer and accommodations and rentals revenue with declines in fluids hauling, well testing revenue and poly and containment revenue.
Chemical Technologies. Revenue increased by $2.8 million, or 1.9%, to $144.0 million for the Current Period compared to $141.3 million for the Prior Period. The increase in revenues was primarily driven by enhanced sales performance.
Costs of Revenue
Costs of revenue increased $6.2 million, or 1.0%, to $625.1 million for the Current Period compared to $618.8 million for the Prior Period. The increase was primarily composed of a $2.4 million increase in Water Infrastructure costs, a $3.2 million increase in Chemical Technologies costs and a $5.4 million increase in depreciation, amortization and accretion partially offset by a $4.8 million decrease in Water Services costs.
Water Infrastructure. Costs of revenue increased $2.4 million, or 3.6%, to $69.7 million for the Current Period compared to $67.3 million for the Prior Period. Cost of revenue as a percentage of revenue decreased from 50.9% to 45.5% due primarily to an increase in high-margin recycling revenue supported by our recent organic capital projects. Also contributing to improved profitability were increases in gathering and disposal margins driven by the accretive impact of recently acquired disposal operations, enhanced operational utilization and execution, and higher skim oil sales.
Water Services. Costs of revenue decreased $4.8 million, or 1.3%, to $355.0 million for the Current Period compared to $359.8 million for the Prior Period. As a percentage of revenue, cost of revenue increased from 78.5% in the Prior Period to 80.4% in the Current Period. This increase was primarily driven by a decline in water sourcing revenue and reduced margins in the water transfer, poly and containment and well testing business lines, reflecting selective price reductions implemented to retain key customer relationships. These impacts were partially offset by improved gross margins in our fluids hauling business lines, attributable to continued cost discipline and operational efficiencies.
Chemical Technologies. Costs of revenue increased $3.2 million, or 2.7%, to $120.6 million for the Current Period compared to $117.4 million for the Prior Period. Cost of revenue as a percentage of revenue increased from 83.1% to 83.7% primarily driven by modest price reductions stemming from macroeconomic factors.
Depreciation, amortization and accretion. Depreciation, amortization and accretion expense increased $5.4 million, or 7.3%, to $79.7 million for the Current Period compared to $74.3 million for the Prior Period primarily due to a higher fixed asset base resulting from recent acquisitions as well as increased capital expenditures made into new organic infrastructure projects.
Gross Profit
Gross profit was $113.5 million for the Current Period compared to $112.8 million for the Prior Period primarily driven by a $18.7 million increase in gross profit from our Water Infrastructure segment, partially offset by a $12.2 million decline in our Water Services segment, a $0.5 million decline in our Chemical Technologies segment and a $5.4 million increase in depreciation, amortization and accretion expense. Gross margin as a percentage of revenue remained flat at 15.4% in both the Current Period and Prior Period.
Selling, General and Administrative Expenses
Selling, general and administrative expenses decreased $6.6 million, or 7.9%, to $76.4 million for the Current Period compared to $83.0 million for the Prior Period. The decrease was primarily driven by a $5.4 million decline in incentive and equity-based compensation, $4.8 million in lower transaction and rebranding costs, a $1.5 million reduction in contract labor, a $1.1 million reduction in legal and professional fees and a $0.6 million reduction in severance expense, partially offset by a $3.5 million increase in wages, associated payroll taxes, and employer 401(k) matching contributions, $2.6 million in higher information technology costs and $0.7 million from a combination of other expenses.
Impairments and Abandonments
During the Current Period, we recognized $2.6 million in impairments and abandonments, consisting of $1.3 million related to the abandonment of back-office software development costs, $0.7 million in the Water Infrastructure segment primarily associated with the termination of a disposal lease and $0.6 million of property and equipment in the Water Services segment related to the relocation of operations from a leased facility.
Gain on sales of property and equipment and divestitures, net
During the Current Period, we recognized $7.9 million in gains on sales of property and equipment and divestitures, primarily consisting of $4.7 million related to the sale of excess land in the Haynesville/E. Texas region in our Water Infrastructure segment, $2.5 million in underutilized or obsolete property and equipment in our Water Services segment and $0.7 million of obsolete property and equipment in our Chemical Technologies segment. Prior Period amounts were due primarily to sales of underutilized or obsolete property and equipment.
Net Interest Expense
Net interest expense increased by $7.2 million, or 219.0%, to $10.5 million for the Current Period compared to $3.3 million in the Prior Period due to interest expense on the new Term Loan Facility as well as higher amortization of deferred debt issuance costs in connection with our new Sustainability-Linked Credit Facility and extinguishment costs related to our Prior Sustainability-Linked Credit Facility.
Net Income
Net income increased by $2.5 million, or 13.1%, to $21.2 million for the Current Period compared to $18.8 million for the Prior Period, driven primarily by lower selling, general and administrative expenses and increased gains on sales of property and equipment and divestitures, net, partially offset by increases in net interest expense and income tax expense.
Comparison of Non-GAAP Financial Measures
We view EBITDA and Adjusted EBITDA as important indicators of performance. We define EBITDA as net income, plus interest expense, income taxes, and depreciation, amortization and accretion. We define Adjusted EBITDA as EBITDA 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), plus/(minus) losses/(gains) on unconsolidated entities and plus tax receivable agreements expense. The adjustments to EBITDA are generally consistent with such adjustments described in our Sustainability-Linked Credit Facility. See "-Comparison of Non-GAAP Financial Measures" for more information and a reconciliation of EBITDA and Adjusted EBITDA to net income, the most directly comparable financial measure calculated and presented in accordance with GAAP.
Our board of directors, management and investors use EBITDA and Adjusted EBITDA to assess our financial performance because it allows them to compare our operating performance on a consistent basis across periods by removing the effects of our capital structure (such as varying levels of interest expense), asset base (such as depreciation, amortization and accretion) and items outside the control of our management team. We present EBITDA and Adjusted EBITDA because we believe they provide useful information regarding the factors and trends affecting our business in addition to measures calculated under GAAP.
Note Regarding Non-GAAP Financial Measures
EBITDA and Adjusted EBITDA
EBITDA and Adjusted EBITDA are not financial measures presented in accordance with GAAP. We believe that the presentation of these non-GAAP financial measures will provide useful information to investors in assessing our financial performance and results of operations. Net income is the GAAP measure most directly comparable to EBITDA and Adjusted EBITDA. Our non-GAAP financial measures should not be considered as alternatives to the most directly comparable GAAP financial measure. Each of these non-GAAP financial measures has important limitations as an analytical tool due to the exclusion of some but not all items that affect the most directly comparable GAAP financial measures. One should not consider EBITDA or Adjusted EBITDA in isolation or as substitutes for an analysis of our results as reported under GAAP. Because EBITDA and Adjusted EBITDA may be defined differently by other companies in our industry, our definitions of these non-GAAP financial measures may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.
The following table sets forth our 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, |
|
Six months ended June 30, |
||||||||
|
2025 |
2024 |
|
2025 |
2024 |
|||||||
|
|
(in thousands) |
||||||||||
Net income |
|
$ |
11,671 |
|
$ |
14,899 |
|
$ |
21,231 |
|
$ |
18,774 |
Interest expense, net |
|
|
5,645 |
|
|
2,026 |
|
|
10,521 |
|
|
3,298 |
Income tax expense |
|
|
4,521 |
|
|
3,959 |
|
|
7,415 |
|
|
5,411 |
Depreciation, amortization and accretion |
|
|
42,972 |
|
|
38,193 |
|
|
82,572 |
|
|
76,343 |
EBITDA |
|
|
64,809 |
|
|
59,077 |
|
|
121,739 |
|
|
103,826 |
Non-cash compensation expenses |
|
|
3,198 |
|
|
6,201 |
|
|
6,679 |
|
|
12,560 |
Non-recurring severance expenses(1) |
|
|
- |
|
|
- |
|
|
- |
|
|
648 |
Non-cash loss on sale of assets or subsidiaries |
|
|
264 |
|
|
1,432 |
|
|
437 |
|
|
3,180 |
Transaction and rebranding costs |
|
|
2,018 |
|
|
2,866 |
|
|
3,201 |
|
|
7,795 |
Lease abandonment costs |
|
|
(2) |
|
|
17 |
|
|
722 |
|
|
406 |
Impairments and abandonments |
|
|
1,477 |
|
|
46 |
|
|
2,625 |
|
|
91 |
Equity in losses (earnings) of unconsolidated entities |
|
|
183 |
|
|
(96) |
|
|
88 |
|
|
353 |
Other |
|
|
667 |
|
|
104 |
|
|
1,154 |
|
|
546 |
Adjusted EBITDA |
|
$ |
72,614 |
|
$ |
69,647 |
|
$ |
136,645 |
|
$ |
129,405 |
(1) | For the Prior Period, these costs related to severance costs associated with our former CFO. |
EBITDA was $64.8 million for the Current Quarter compared to $59.1 million for the Prior Quarter. The $5.7 million increase in EBITDA was driven primarily by a $6.1 million increase in gains on asset sales and a $1.2 million increase in gross profit partially offset by a $1.4 million increase in impairments and abandonments. Adjusted EBITDA was $72.6 million for the Current Quarter compared to $69.6 million for the Prior Quarter.
EBITDA was $121.7 million for the Current Period compared to $103.8 million for the Prior Period. The $17.9 million increase in EBITDA was driven primarily by a $7.2 million increase in gains on asset sales, a $6.1 million increase in gross profit and a $6.6 million decrease in selling, general and administrative expense partially offset by a $2.5 million increase in impairments and abandonments. Adjusted EBITDA was $136.6 million for the Current Period compared to $129.4 million for the Prior Period.
Liquidity and Capital Resources
Overview
Our primary sources of liquidity are cash on hand, borrowing capacity under the Sustainability-Linked Credit Facility, cash flows from operations and proceeds from the sale of excess property and equipment. Our primary uses of capital have been to fund current operations, maintain our asset base, implement technological advancements, make capital expenditures to support organic growth, fund acquisitions and equity investments, pay dividends and distributions, and when appropriate, repurchase shares of Class A common stock in the open market. Depending on available opportunities, market conditions and other factors, we may also issue debt and equity securities in the future, if needed.
We prioritize sustained positive free cash flow and a strong balance sheet and evaluate potential acquisitions and investments in the context of those priorities, in addition to the economics of the opportunity. We believe this approach provides us with additional flexibility to evaluate larger investments as well as improved resilience in a sustained downturn versus many of our peers.
Based on our current cash and cash equivalents balance, operating cash flow, available borrowings under our Sustainability-Linked Credit Facility and the ongoing actions discussed above, we believe that we will be able to
maintain sufficient liquidity to satisfy our obligations and remain in compliance with our existing debt covenants through the next twelve months and beyond, prior to giving effect to any future financing that may occur.
We intend to finance most of our capital expenditures, contractual obligations and working capital needs with cash on hand, cash generated from operations and borrowings under our Sustainability-Linked Credit Facility. For a discussion of the Sustainability-Linked Credit Facility, see "-Sustainability-Linked Credit Facility" below. Although we cannot provide any assurance, we believe that our current cash balance, operating cash flow and available borrowings under our Sustainability-Linked Credit Facility will be sufficient to fund our operations for at least the next twelve months.
During the fourth quarter of 2022, we initiated a quarterly dividend and distribution program of $0.05 per share and $0.05 per unit for holders of Class A and Class B shares, respectively. We paid quarterly dividends at the same rate through the third quarter of 2023, then the board of directors increased the quarterly dividend paid on November 17, 2023 to $0.06 per share and $0.06 per unit for holders of Class A and Class B shares, respectively. We paid quarterly dividends at the same rate through the third quarter of 2024, then the board of directors increased the quarterly dividend paid on November 15, 2024 to $0.07 per share and $0.07 per unit for holders of Class A and Class B shares, respectively. This resulted in a financing outflow of $16.9 million in the Current Period, and this quarterly dividend program is expected to continue. All future dividend payments are subject to quarterly review and approval by our board of directors.
As of June 30, 2025 cash and cash equivalents totaled $51.2 million, and we had approximately $228.1 million of available borrowing capacity under our Sustainability-Linked Credit Facility. As of June 30, 2025, we had $275.0 million in outstanding indebtedness, the borrowing base for the Revolving Credit Facility under the Sustainability-Linked Credit Facility was $270.3 million, the borrowing base for the Term Loan Facility under the Sustainability-Linked Credit Facility was $426.3 million and outstanding letters of credit totaled $17.2 million. As of August 4, 2025, we had $280.0 million in outstanding indebtedness, the borrowing base for the Revolving Credit Facility under the Sustainability-Linked Credit Facility was $250.3 million, the borrowing base for the Term Loan Facility under the Sustainability-Linked Credit Facility was $426.3 million, the outstanding letters of credit totaled $19.3 million, and the available borrowing capacity under the Sustainability-Linked Credit Facility was $201.0 million.
Note Regarding Non-GAAP Financial Measures
We define free cash flow as net cash provided by (used in) operating activities less purchases of property and equipment, plus proceeds received from sale of property and equipment. Our board of directors and executive management team use free cash flow to assess our liquidity and ability to repay maturing debt, fund operations and make additional investments. We believe free cash flow provides useful information to investors because it is an important indicator of our liquidity, including our ability to reduce net debt, make strategic investments, pay dividends and distributions and repurchase common stock. Our measure of free cash flow may not be directly comparable to similar measures reported by other companies. Furthermore, free cash flow is not a substitute for, or more meaningful than, net cash provided by (used in) operating activities nor any other measure prescribed by GAAP, and there are limitations to
using non-GAAP measures such as free cash flow. Accordingly, free cash flow should not be considered a measure of the income generated by our business or discretionary cash available to it to invest in the growth of our business.
Cash Flows
The following table summarizes our cash flows for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30, |
|
Change |
|
|||||||
|
2025 |
2024 |
Dollars |
Percentage |
|
|||||||
|
|
(in thousands) |
|
|
|
|
|
|
||||
Net cash provided by operating activities |
|
$ |
77,525 |
|
$ |
115,243 |
|
$ |
(37,718) |
|
(32.7) |
% |
Net cash used in investing activities |
|
|
(207,494) |
|
|
(224,119) |
|
|
16,625 |
|
7.4 |
% |
Net cash provided by financing activities |
|
|
161,168 |
|
|
68,213 |
|
|
92,955 |
|
136.3 |
% |
Subtotal |
|
|
31,199 |
|
|
(40,663) |
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
9 |
|
|
(3) |
|
|
12 |
|
NM |
|
Net increase (decrease) in cash and cash equivalents |
|
$ |
31,208 |
|
$ |
(40,666) |
|
|
|
|
|
|
Analysis of Cash Flow Changes between the six months ended June 30, 2025 and 2024
Operating Activities. Net cash provided by operating activities was $77.5 million for the Current Period, compared to $115.2 million for the Prior Period. The $37.7 million decrease is comprised primarily of a $39.4 million reduction in converting working capital to cash, principally associated with increased accounts receivable, partially offset by an increase of $1.7 million of net income combined with non-cash adjustments.
Investing Activities. Net cash used in investing activities was $207.5 million for the Current Period, compared to $224.1 million for the Prior Period. The $16.6 million decrease in net cash used in investing activities was due primarily to a $132.6 million decrease spend for acquisitions net of cash received partially offset by a $72.1 million investment in unconsolidated entities during the Current Period and a $45.0 million increase in purchases of property and equipment.
Financing Activities. Net cash provided by financing activities was $161.2 million for the Current Period, compared to $68.2 million for the Prior Period. The $93.0 million increase in net cash provided by financing activities was due primarily to a $100.0 million increase in borrowings net of repayments and $2.9 million of cash received from noncontrolling interest holders in the Current Period partially offset by $7.9 million of debt issuance costs in the Current Period and a $2.4 million increase in dividends and distributions paid.
Free Cash Flow
The following table summarizes our free cash flow for the periods indicated:
|
|
|
|
|
|
|
|
|
Six months ended June 30, |
||||
|
2025 |
2024 |
||||
|
|
(in thousands) |
||||
Net cash provided by operating activities |
|
$ |
77,525 |
|
$ |
115,243 |
Purchase of property and equipment |
|
|
(127,833) |
|
|
(82,876) |
Proceeds received from sale of property and equipment |
|
|
9,603 |
|
|
8,545 |
Free cash flow |
|
$ |
(40,705) |
|
$ |
40,912 |
Sustainability-Linked Credit Facility
On January 24, 2025 (the "Closing Date"), SES Holdings, LLC ("SES Holdings"), a subsidiary of the Company, Select Water Solutions, LLC, a subsidiary of SES Holdings (the "Select LLC"), Bank of America, N.A., as administrative agent, issuing lender and swingline lender (the "Administrative Agent"), and the other lenders party
thereto, entered into that certain sustainability-linked senior secured credit facility (the "Sustainability-Linked Credit Facility"), which initially provides for $300.0 million in revolving commitments (the "Revolving Credit Facility") and $250.0 million in term commitments (the "Term Loan Facility"), in each case, subject to a borrowing base. The Sustainability-Linked Credit Facility also has a sublimit of $50.0 million for letters of credit and a sublimit of $30.0 million for swingline loans. Subject to obtaining commitments from existing or new lenders, Select LLC has the option to increase the maximum amount under the sustainability-linked senior secured credit facility by (i) $150.0 million for additional revolving commitments and (ii) $50.0 million for additional term commitments, in each case, during the first four years following the Closing Date. As of the Closing Date, (i) there were no borrowings outstanding under the Revolving Credit Facility and approximately $20 million of letters of credit issued and outstanding thereunder and (ii) the Term Loan Facility was fully funded. Capitalized terms used but not defined herein have the meaning ascribed to them in the Sustainability-Linked Credit Facility.
Refer to "Note 8-Debt" for further discussion of the Sustainability-Linked Credit Facility.
Contractual Obligations
Our contractual obligations include, among other things, our Sustainability-Linked Credit Facility and operating leases. Refer to "Note 6-Leases" in our 2024 Form 10-K for operating lease obligations as of December 31, 2024 and "Note 8-Debt" in Part I, Item 1 of this Quarterly Report for an update to our Sustainability-Linked Credit Facility as of June 30, 2025.
Critical Accounting Policies and Estimates
There were no changes to our critical accounting policies from those disclosed in our 2024 Form 10-K.
Recent Accounting Pronouncements
Refer to "Note 2-Significant Accounting Policies" for recent accounting pronouncements.
Off-Balance-Sheet Arrangements
As of June 30, 2025, we had no material off-balance-sheet arrangements. As such, we are not exposed to any material financing, liquidity, market or credit risk that could arise if we had engaged in such financing arrangements.