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Select Energy Services Reports Fourth Quarter And Full Year 2017 Results

March 7, 2018 4:30 PM

HOUSTON, March 7, 2018 /PRNewswire/ -- Select Energy Services, Inc. (NYSE: WTTR) ("Select" or "the Company"), a leading provider of total water management and chemical solutions to the U.S. unconventional oil and gas industry, today announced results for the fourth quarter and fiscal year ended December 31, 2017. As previously announced, Select completed its merger with Rockwater Energy Solutions, Inc. ("Rockwater") on November 1, 2017. All reported financial results for Select for the fourth quarter and fiscal year ended December 31, 2017 include two months of contribution from Rockwater.

Revenue for the fourth quarter of 2017 was $304.2 million, a 98% increase compared to $153.9 million in the third quarter of 2017 and a 251% increase compared to $86.7 million in the fourth quarter of 2016. Net loss for the fourth quarter was $14.9 million as compared to net income of $2.6 million in the third quarter of 2017 and a net loss of $24.7 million in the fourth quarter of 2016. Adjusted EBITDA was $43.9 million in the fourth quarter of 2017 compared to $32.4 million in the third quarter of 2017 and $6.7 million in the fourth quarter of 2016. Additionally, given the timing of the merger close on November 1, 2017, fourth quarter results do not include Rockwater's operating results for the month of October, including approximately $70.1 million in revenue, $0.7 million in net income and $7.7 million in Adjusted EBITDA. Please refer to the reconciliation of Adjusted EBITDA (a non-GAAP measure) to net loss (a GAAP measure) in this release.

John Schmitz, Select's Executive Chairman, stated, "2017 marked a momentous year for Select as we executed on a number of strategic initiatives while the industry continued to make positive strides in its recovery. The completion of our IPO in the second quarter marked a significant step towards positioning Select as the clear pure-play market leader in the water solutions industry. We are pleased to have closed the transformative merger between Select and Rockwater during the fourth quarter and have made substantial progress in executing on our integration strategy. In addition to the Rockwater merger, we executed on five other strategic acquisitions throughout the year as we focus on expanding and solidifying our leading water solutions footprint across North America. We are excited about the future of the combined company, and as we enter the first quarter of 2018, we believe our prospects for this year remain strong."

Holli Ladhani, President and CEO, added, "Looking back on 2017, it is gratifying to see what Select has been able to accomplish in such a short period of time. The fourth quarter continued to provide an active industry environment, although it did present the expected seasonal fluctuations and other challenges towards the end of the year. While we saw modest sequential consolidated revenue growth on a combined-company basis in the fourth quarter, our margins were impacted by a combination of seasonality, revenue mix and merger-related expenses. We expect all of those factors to moderate in 2018 and we are extremely focused on delivering improved margins.

"Looking to 2018, I am confident that a resilient oil price environment, coupled with a robust economic outlook, can lead to improved performance as we continue to lead the water solutions and chemicals industries. We have built a business model that we believe will allow us to generate meaningful free cash flow and we are exploring several opportunities to re-invest portions of that cash flow at attractive returns. Over the past several years, we have assembled a strong management team with the skills and experience to manage our operations and the merger-integration process, and we believe the opportunities in front of us are tremendous," concluded Ladhani.

Conference Call

Select has scheduled a conference call on Thursday, March 8, 2018 at 10:00 a.m. eastern 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 live over the Internet by logging on to the web at the address http://investors.selectenergyservices.com/events-and-presentations. A telephonic replay of the conference call will be available through March 15, 2018 and may be accessed by calling 201-612-7415 using passcode 13676696#. 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 Energy Services, Inc.

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

Cautionary Statement Regarding Forward-Looking Statements

All statements in this communication other than statements of historical facts are forward-looking statements which contain our current expectations about our future results. We have attempted to identify any forward-looking statements by using words such as "expect," "will," "estimate" and other similar expressions. Although we believe that the expectations reflected, and the assumptions or bases underlying our forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Such statements are not guarantees of future performance or events and are subject to known and unknown risks and uncertainties that could cause our actual results, events or financial positions to differ materially from those included within or implied by such forward-looking statements. Factors that could materially impact such forward-looking statements include, but are not limited to, the factors discussed or referenced in the "Risk Factors" section of the prospectus we filed with the SEC on April 24, 2017 relating to our recently completed initial public offering and the "Risk Factors" section of our most recent Quarterly Report on Form 10-Q filed 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.

WTTR-ER

SELECT ENERGY SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(in thousands, except share data)

Three Months Ended December 31,

Twelve Months Ended December 31,

2017

2016

2017

2016

Revenue

Water solutions

$

217,034

$

68,298

$

528,309

$

241,455

Oilfield chemicals

41,586

41,586

Wellsite services

45,617

18,436

122,596

60,944

Total revenue

304,237

86,734

692,491

302,399

Costs of revenue

Water solutions

169,150

55,746

395,887

200,399

Oilfield chemicals

37,024

37,024

Wellsite services

37,303

15,764

100,155

51,108

Depreciation and amortization

34,501

21,146

101,645

95,020

Total costs of revenue

277,978

92,656

634,711

346,527

Gross profit (loss)

26,259

(5,922)

57,780

(44,128)

Operating expenses

Selling, general and administrative

33,105

8,715

82,403

34,643

Depreciation and amortization

492

443

1,804

2,087

Impairment of goodwill and other intangible assets

138,666

Impairment of property and equipment

60,026

Lease abandonment costs

701

6,254

3,572

19,423

Total operating expenses

34,298

15,412

87,779

254,845

Loss from operations

(8,039)

(21,334)

(29,999)

(298,973)

Other income (expense)

Interest expense, net

(4,744)

(4,336)

(6,629)

(16,128)

Foreign currency gains, net

281

281

Other income, net

(2,973)

41

369

629

Loss before tax benefit

(15,475)

(25,629)

(35,978)

(314,472)

Tax benefit

525

916

851

524

Net loss

(14,950)

(24,713)

(35,127)

(313,948)

Less: net loss attributable to Predecessor

21,122

306,481

Less: net loss attributable to noncontrolling interests

5,298

2,548

18,311

6,424

Net loss attributable to Select Energy Services, Inc.

$

(9,652)

$

(1,043)

$

(16,816)

$

(1,043)

Allocation of net loss attributable to:

Class A stockholders

$

(8,851)

$

(199)

$

(12,560)

$

(199)

Class A-1 stockholders

(844)

(3,691)

(844)

Class A-2 stockholders

(801)

(565)

Class B stockholders

$

(9,652)

$

(1,043)

$

(16,816)

$

(1,043)

Weighted average shares outstanding:

Class A—Basic & Diluted

49,316,923

3,802,972

24,612,853

3,802,972

Class A-1—Basic & Diluted

16,100,000

7,233,973

16,100,000

Class A-2—Basic & Diluted

4,463,506

1,106,605

Class B—Basic & Diluted

39,675,033

38,462,541

38,768,156

38,462,541

Net loss per share attributable to common stockholders:

Class A—Basic & Diluted

$

(0.18)

$

(0.05)

$

(0.51)

$

(0.05)

Class A-1—Basic & Diluted

$

$

(0.05)

$

(0.51)

$

(0.05)

Class A-2—Basic & Diluted

$

(0.18)

$

$

(0.51)

$

Class B—Basic & Diluted

$

$

$

$

SELECT ENERGY SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(unaudited)

(in thousands, except share data)

As of December 31,

2017

2016

Assets

Current assets

Cash and cash equivalents

$

2,774

$

40,041

Accounts receivable trade, net of allowance for doubtful accounts of $2,979 and $2,144, respectively

373,633

75,892

Accounts receivable, related parties

7,669

135

Inventories

44,598

1,001

Prepaid expenses and other current assets

17,842

7,586

Total current assets

446,516

124,655

Property and equipment

1,034,995

739,386

Accumulated depreciation

(560,886)

(490,519)

Property and equipment, net

474,109

248,867

Goodwill

273,421

12,242

Other intangible assets, net

156,066

11,586

Other assets

6,256

7,716

Total assets

$

1,356,368

$

405,066

Liabilities and Equity

Current liabilities

Accounts payable

$

52,579

$

10,796

Accounts payable and accrued expenses, related parties

2,772

648

Accrued salaries and benefits

21,324

2,511

Accrued insurance

12,510

10,338

Sales tax payable

12,931

66

Accrued expenses and other current liabilities

81,112

22,025

Current portion of capital lease obligations

1,965

Total current liabilities

185,193

46,384

Accrued lease obligations

18,979

15,946

Other long term liabilities

13,827

8,028

Long-term debt

75,000

Total liabilities

292,999

70,358

Commitments and contingencies

Class A common stock, $0.01 par value; 350,000,000 shares authorized and 59,182,176 shares issued and outstanding as of December 31, 2017; 250,000,000 shares authorized and 3,802,972 shares issued and outstanding as of December 31, 2016

592

38

Class A-1 common stock, $0.01 par value; no shares authorized, issued or outstanding as of December 31, 2017; 40,000,000 shares authorized and 16,100,000 shares issued and outstanding as of December 31, 2016

161

Class A-2 common stock, $0.01 par value; 40,000,000 shares authorized, 6,731,845 shares issued and outstanding as of December 31, 2017; no shares authorized, issued or outstanding as of December 31, 2016

67

Class B common stock, $0.01 par value; 150,000,000 shares authorized and 40,331,989 shares issued and outstanding as of December 31, 2017; 150,000,000 shares authorized and 38,462,541 shares issued and outstanding as of December 31, 2016

404

385

Preferred stock, $0.01 par value; 50,000,000 shares authorized and no shares issued and outstanding as of December 31, 2017 and 2016

Additional paid-in capital

673,141

113,175

Accumulated deficit

(17,859)

(1,043)

Accumulated other comprehensive income

302

Total stockholders' equity

656,647

112,716

Noncontrolling interests

406,722

221,992

Total equity

1,063,369

334,708

Total liabilities and equity

$

1,356,368

$

405,066

SELECT ENERGY SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)

Year Ended December 31,

2017

2016

Cash flows from operating activities

Net loss

$

(35,127)

$

(313,948)

Adjustments to reconcile net loss to net cash provided by operating activities

Depreciation and amortization

103,449

97,107

Gain on disposal of property and equipment

(2,726)

(97)

Gain realized on previously held interest in Rockwater

(1,210)

Bad debt expense

1,542

2,385

Amortization of debt issuance costs

4,031

3,435

Equity-based compensation

7,691

317

Impairment of goodwill and other intangible assets

138,666

Impairment of property and equipment

60,026

Other operating items, net

(353)

(1,619)

Changes in operating assets and liabilities

Accounts receivable

(100,485)

1,290

Prepaid expenses and other assets

(2,177)

1,224

Accounts payable and accrued liabilities

22,466

16,345

Net cash (used in) provided by operating activities

(2,899)

5,131

Cash flows from investing activities

Acquisitions, net of cash received

(65,488)

Purchase of property, equipment, and intangible assets

(98,722)

(36,290)

Proceeds received from sale of property and equipment

7,479

9,335

Net cash used in investing activities

(156,731)

(26,955)

Cash flows from financing activities

Proceeds from 144A Offering, net of underwriter fees and expenses

297,248

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

109,000

27,500

Payments on long-term debt

(111,000)

(298,000)

Payment of debt issuance costs

(3,442)

(4,497)

Proceeds from initial public offering

140,070

Payments incurred for initial public offering

(11,566)

Purchase of noncontrolling interests

(348)

(Distributions to) proceeds from noncontrolling interests

(368)

138

Purchase of treasury stock

(297)

Member contributions

23,519

Net cash provided by financing activities

122,397

45,560

Effect of exchange rate changes on cash

(34)

Net (decrease) increase in cash and cash equivalents

(37,267)

23,736

Cash and cash equivalents, beginning of period

40,041

16,305

Cash and cash equivalents, end of period

$

2,774

$

40,041

Supplemental cash flow disclosure:

Cash paid for interest

$

1,999

$

12,773

Cash refunded for taxes

$

54

$

192

Supplemental disclosure of noncash investing activities:

Capital expenditures included in accounts payable and accrued liabilities

$

11,137

$

1,563

Comparison of Non-GAAP Financial Measures

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

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

Three Months Ended

Twelve Months Ended

Rockwater

December 31,

December 31,

One Month Ended

2017

2016

2017

2016

October 31, 2017 (1)

(unaudited)

(in thousands)

Net (loss) income

$

(14,950)

$

(24,713)

$

(35,127)

$

(313,948)

$

701

Interest expense

4,744

4,336

6,629

16,128

468

Tax (benefit) expense

(525)

(916)

(851)

(524)

121

Depreciation and amortization

34,993

21,589

103,449

97,107

4,806

EBITDA

24,262

296

74,100

(201,237)

6,096

Impairment

198,692

Lease abandonment costs

701

6,254

3,572

19,423

50

Non-recurring severance expenses (2)

4,039

197

4,161

886

125

Non-recurring transaction costs (3)

4,717

10,179

(236)

627

Non-cash compensation expenses

5,910

1

7,691

(487)

387

Non-cash loss (gain) on sale of subsidiaries and other assets

965

(68)

1,740

(97)

(3)

Non-recurring phantom equity and IPO-related compensation

12,537

Foreign currency (gain) loss

(281)

(281)

404

Other non-recurring charges (4)

3,563

3,563

21

Adjusted EBITDA

$

43,876

$

6,680

$

117,262

$

16,944

$

7,707

(1)

The selected stand-alone Rockwater results for the month of October 31, 2017 are presented to provide an understanding of the combined company's fourth quarter 2017 results. This information is voluntarily provided to reflect the pre-merger historical information of Rockwater and reflects the accounting policies of Rockwater prior to the merger. Additionally, the information provided does not reflect any impacts related to the merger and does not reflect what the results are expected to be following the merger. Accordingly, it is only shown for supplemental purposes.

(2)

For the three and twelve months ended December 31, 2017, these costs are associated with severance incurred in connection with the Rockwater merger. For the three and twelve months ended December 31, 2016, these costs are associated with the reduction in headcount as a result of the industry downturn.

(3)

For the three and twelve months ended December 31, 2017, these costs are primarily associated with the Rockwater merger and GRR acquisition. For the twelve months ended December 31, 2016, these costs are associated with our evaluation and negotiation of various transactions that never materialized.

(4)

Represents estimated sales tax liability related primarily to calendar years 2012-2015, offset by gain realized on the Company's previously held interest in Rockwater stock.

Contacts:

Select Energy Services

Gary Gillette - CFO & SVP

Chris George - Sr. Director, Finance & Investor Relations

(713) 296-1073

[email protected]

Dennard Lascar Investor Relations

Ken Dennard / Lisa Elliott

713-529-6600

[email protected]

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SOURCE Select Energy Services, Inc.

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