EX-99.1 2 ef20053266_ex99-1.htm EXHIBIT 99.1
Exhibit 99.1

 
 
Contacts:
Select Water Solutions, Inc.
   
Garrett Williams – VP, Corporate Finance & Investor
Relations
FOR IMMEDIATE RELEASE
 
(713) 296-1010

 
IR@selectwater.com
     
   
Dennard Lascar Investor Relations
   
Ken Dennard / Natalie Hairston
   
(713) 529-6600
   
WTTR@dennardlascar.com

Select Water Solutions Announces Second Quarter 2025 Financial and Operational Results and Other Strategic Updates
 
Generated $82.6 million of Operating Cash Flow and $10.8 million of Free Cash Flow during the second quarter of 2025
 
Increased net income by 22.1% and improved adjusted EBITDA by 13.4% sequentially during the second quarter of 2025 relative to the first quarter of 2025
 
Increased Water Infrastructure Revenue and Gross Profit by 12% and 17%, respectively, in the second quarter of 2025 relative to the first quarter of 2025
 
Announced asset swap transaction with OMNI Environmental Solutions (“OMNI”), whereby Select is acquiring infrastructure assets in the Bakken and divesting certain trucking operations within Water Services and other cash and stock consideration
 
Announced the evaluation of strategic alternatives for Peak Rentals (“Peak”) the power solutions, equipment rentals, and wellsite infrastructure business inside the Water Services segment
 
Announced multiple new long-term contracted Water Infrastructure projects in the Permian backed by nearly 60,000 newly dedicated leasehold acres and 385,000 acres under right-of-first refusal
 
Gainesville, TX – August 5, 2025 – Select Water Solutions, Inc. (NYSE: WTTR) (“Select” the “Company”, “we” or “us”), a leading provider of sustainable water and chemical solutions, today announced its financial and operating results for the quarter ended June 30, 2025, as well as other strategic updates.

John Schmitz, Chairman of the Board, President and CEO, stated, “During the second quarter of 2025, Select improved its profitability and cash flow while continuing to advance its strategic objectives to grow Water Infrastructure scale and margin. In the second quarter of 2025, we increased net income by 22% and adjusted EBITDA by 13% when compared to the first quarter of 2025 and improved consolidated margins despite modestly reduced consolidated revenue levels.


"In our Water Infrastructure segment, we increased both our recycling and disposal volumes during the second quarter of 2025, resulting in sequential increases in revenue and gross profit of approximately 12% and 17%, respectively. Gross margins before D&A for the Water Infrastructure segment increased to 55% during the quarter, which is a testament to the team’s ability to add accretive volumetric throughput across our large-scale water networks.

“We continue to add to our growing backlog with multiple new key contracts that bolster our industry-leading recycling footprint while adding complementary disposal capacity in the Permian Basin. Importantly, we have also executed on, or are now underway with, multiple strategic opportunities to rationalize our Water Services segment in support of our rapidly growing Water Infrastructure platform. Combined, we expect that these opportunities will drive additional growth in our Water Infrastructure segment and further accelerate the weighting of our cash flows towards more contracted and production-oriented offerings.

“During July 2025, we closed on a unique transaction with OMNI Environmental Solutions. As part of this transaction, we added to our Water Infrastructure segment and expanded our market-leading solids management footprint in the Bakken region, acquiring an additional landfill, a processing and treatment plant, disposal facilities and oil reclamation assets in the region. In exchange, OMNI acquired trucking and rental operations from Select in the Northeast, MidCon and Bakken regions. While we anticipate that this transaction will meaningfully reduce our Water Services revenues in the short-term, we expect it will improve our consolidated margins over time and significantly reduce our operational risk profile and complexity in multiple basins. We intend to upgrade and expand the acquired landfill and treatment assets during the second half of 2025, adding high-margin growth potential to our Water Infrastructure segment starting in 2026. Importantly, this transaction also allowed us to preserve the jobs of approximately 7% of our consolidated workforce, who have transitioned to OMNI with the divested trucking operations from our Water Services segment.

“While the OMNI transaction is a strong step towards rationalizing the Water Services portfolio, we see additional opportunity to unlock value from our strategic assets within our Water Services segment. Accordingly, we are now formally evaluating a range of capital structure options for Peak Rentals, our equipment rental business, to accelerate growth, improve access to capital, and advance the continued optimization of the Water Services portfolio. Peak operates a scaled, integrated platform offering wellsite equipment, well pressure and flow control systems, and notably, an emerging distributed power generation business line.  Peak has long been a leader in deploying traditional distributed power solutions into the energy markets and, more recently, Peak has capitalized on rapidly growing demand for its natural gas generators and proprietary battery power systems, alongside its existing diesel generator fleet. With the increasing off-grid power development and production trends, there is a growing need for distributed power solutions both within and beyond the traditional oilfield and we believe Peak is well positioned as a vertically integrated business to grow and support these vectors. To support this momentum and ensure the business has access to dedicated growth capital, Select has partnered with Scott McNeill, a proven executive in the energy and power sectors. Scott joins us as CEO of Peak and is leading the strategic development and transaction planning for the business. Scott has been instrumental in the formation, leadership and monetization of multiple successful energy companies and brings deep experience in both operations and capital formation.

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“While the ultimate outcome is still to be determined, we expect to preserve continued economic exposure to Peak’s future growth and value creation in the distributed power space while maintaining long-term strategic alignment to support our core Water Infrastructure growth strategy. The Company does not intend to provide further updates unless and until a specific transaction is approved. Ultimately, each of the OMNI and Peak initiatives are aimed at focusing Select’s near-term priorities and capital towards its core strategy of building and delivering ratable, repeatable Water Infrastructure growth, and specifically the continued buildout of our large-scale Northern Delaware Basin infrastructure network in New Mexico.

Looking at our latest infrastructure contract awards in New Mexico more specifically, the largest of the new agreements is a 12-year contract, encompassing water recycling, storage, disposal and pipeline gathering and distribution in the Northern Delaware Basin in Eddy County, New Mexico that will connect into our ongoing Eddy County network expansion that we announced last quarter. This new agreement adds approximately 42,000 dedicated acres and 235,000 right-of-first-refusal acres and meaningfully extends our Eddy County infrastructure further southward, traversing valuable and prolific acreage. As part of this agreement, the customer has also agreed to convey ownership of their existing disposal infrastructure in the dedicated area to Select. Separately, in the quarter, we executed an additional agreement with a key existing customer to assume operatorship of their existing recycling infrastructure in Lea County, New Mexico. Select will connect the assumed facilities into Select’s expansive Northern Delaware Network while also adding an additional approximate 17,000 acre dedication and 150,000 acres under right-of-first-refusal for future expansion opportunities in both Lea and Eddy Counties, New Mexico. I believe it is a strong endorsement of Select’s operating capabilities, reliability and unique customer value proposition that each of these customers is, in effect, willing to convey direct ownership and operatorship of certain of their existing assets to Select to operate, not only in support of their own operations, but for broader commercialization as well. Once online, these additional assets and dedications are anticipated to provide further growth potential for Select in 2026. Pro forma for the build out of the latest project awards, we expect to have approximately 1.8 million bpd of recycling capacity supporting over one million acres under dedication or right-of-first-refusal in New Mexico alone.

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We maintain high confidence around the contracted Water Infrastructure growth opportunities underway, and believe the segment is positioned to see strong 20% year-over-year growth in 2026. Looking more near-term, we anticipate Water Infrastructure revenue to be flat-to-modestly down in the third quarter as under construction assets are interconnected and commissioned and we see some modest variability in interruptible activity. However, with new assets coming online, a strong water inventory backlog and visible customer demand, we expect to see 10% growth for the Water Infrastructure segment in the fourth quarter of 2025, setting the stage for further growth in 2026. Looking at our consolidated business, we have begun to experience the impacts of reduced activity levels in the latter parts of the second quarter, particularly in our Water Services segment, and these lower activity levels are expected to persist throughout the remaining balance of the year. On a consolidated basis, we anticipate the relatively steady third quarter performance in our Water Infrastructure business to be offset by sequential declines elsewhere, primarily from our Water Services segment, driven by the impacts of both the OMNI divestments and reduced macro activity levels. As a result, we expect our consolidated Adjusted EBITDA in the third quarter to decline sequentially to an estimated $55 – $60 million, with a tick-up in consolidated gross profit and Adjusted EBITDA expected in the fourth quarter driven by strong sequential growth in Water Infrastructure.

“We maintain our 2025 net capital expenditures guidance of $225 million to $250 million, with a bias to the higher-end resulting from the latest announced awards, better positioning us for 2026 and beyond. While near-term cash flow is expected to be modestly impacted by reduced activity levels, we are well positioned to fund our Water Infrastructure growth projects while maintaining a healthy balance sheet in this challenging market.

“In summary, I am pleased with our financial performance in the second quarter of 2025 and the ongoing execution of our strategy. While we expect activity softness to persist throughout the U.S. Lower 48 in the second half of 2025, we anticipate continued resiliency and growth from our Water Infrastructure segment during the second half of 2025 and well into 2026, underwritten by a growing backlog of contracted projects. Strategically, we intend to continue to core-up the business around our integrated full-life cycle water thesis and more resilient earnings streams. As we evaluate strategic alternatives for our Peak business, we are excited for the prospective opportunity to support Peak’s delivery of leading-edge power solutions and energy infrastructure, while also providing potential funding for further Water Infrastructure growth for Select. I am as excited as ever in our strategic direction and, as Select continues to evolve, I appreciate the continued dedication of our employees and ongoing trust and support of our long-term shareholders.” concluded Schmitz.

Second Quarter 2025 Consolidated Financial Information
 
Revenue for the second quarter of 2025 was $364.2 million as compared to $374.4 million in the first quarter of 2025 and $365.1 million in the second quarter of 2024. Net income for the second quarter of 2025 was $11.7 million as compared to a net income of $9.6 million in the first quarter of 2025 and net income of $14.9 million in the second quarter of 2024.

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For the second quarter of 2025, gross profit was $57.8 million, as compared to $55.8 million in the first quarter of 2025 and $60.2 million in the second quarter of 2024. Total gross margin was 15.9% in the second quarter of 2025 as compared to 14.9% in the first quarter of 2025 and 16.5% in the second quarter of 2024. Gross profit before depreciation, amortization and accretion (“D&A”) was $98.8 million for the second quarter of 2025 as compared to $94.4 million for the first quarter of 2025 and $97.6 million for the second quarter of 2024. Gross margin before D&A for the second quarter of 2025 was 27.1% as compared to 25.2% for the first quarter of 2025 and 26.7% for the second quarter of 2024.

SG&A during the second quarter of 2025 was $38.9 million as compared to $37.4 million during the first quarter of 2025 and $39.0 million during the second quarter of 2024. SG&A during the second and first quarters of 2025 was impacted by non-recurring transaction costs of $1.7 million and $1.2 million, respectively, while SG&A during the second quarter of 2024 was impacted by non-recurring transaction and rebranding costs of $2.9 million.

Adjusted EBITDA was $72.6 million in the second quarter of 2025 as compared to $64.0 million in the first quarter of 2025 and $69.6 million in the second quarter of 2024. Adjusted EBITDA during the second quarter of 2025 was adjusted for $2.0 million of non-recurring transaction costs, $1.5 million of impairments and abandonments and $1.1 million in other adjustments. Non-cash compensation expense accounted for an additional $3.2 million adjustment during the second quarter of 2025. 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 Infrastructure segment generated revenues of $80.9 million in the second quarter of 2025 as compared to $72.4 million in the first quarter of 2025 and $68.6 million in the second quarter of 2024. Gross margin before D&A for Water Infrastructure was 55.2% in the second quarter of 2025 as compared to 53.7% in the first quarter of 2025 and 51.0% in the second quarter of 2024. Water Infrastructure revenues increased 11.7% sequentially relative to the first quarter of 2025, ahead of Company guidance, driven by increases in both our recycled and disposal volumes. Looking ahead, the Company anticipates Water Infrastructure revenue to be flat-to-down low single-digit percentages sequentially during the third quarter of 2025 with gross margins before D&A remaining consistently above 50%. Looking ahead, the Company expects 10% sequential quarterly growth in the Water Infrastructure segment financial performance during the fourth quarter of 2025 and 20% year-over-year growth in 2026.

The Water Services segment generated revenues of $215.7 million in the second quarter of 2025 as compared to $225.6 million in the first quarter of 2025 and $230.0 million in the second quarter of 2024.  Gross margin before D&A for Water Services was 19.6% in the second quarter of 2025 as compared to 19.5% in the first quarter of 2025 and 22.5% in the second quarter of 2024. Driven by declining activity levels and a reduction in traditional freshwater sourcing sales, Water Services segment revenues decreased 4.4% sequentially, though less than expected. For the third quarter of 2025, the Company expects segment revenues to decrease by approximately 25%, driven by the material impact of the divested trucking operations from the OMNI transaction and decreased activity levels across the U.S. Lower 48. The Company expects gross margins before D&A to remain steady in the 19% - 20% range during the third quarter of 2025.

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The Chemical Technologies segment generated revenues of $67.7 million in the second quarter of 2025 as compared to $76.3 million in the first quarter of 2025 and $66.6 million in the second quarter of 2024.  Gross margin before D&A for Chemical Technologies was 17.5% in the second quarter of 2025 as compared to 15.2% in the first quarter of 2025 and 16.4% in the second quarter of 2024. While revenues sequentially decreased more than expected, stronger than anticipated margin performance led to overall net sequential gains in gross profit before D&A during the second quarter as continued success in new product development has driven higher margin product volumes. For the third quarter of 2025, the Company anticipates revenue to decrease low-to-mid single-digit percentages and gross margin before D&A to remain relatively steady in the 15% – 17% range, as declining industry activity levels impact the business.

Cash Flow and Capital Expenditures
 
Cash flow provided by operations for the second quarter of 2025 was $82.6 million as compared to cash flow used in operations of $5.1 million in the first quarter of 2025 and cash flow provided by operations of $83.1 million in the second quarter of 2024. Cash flow provided by operations during the second quarter of 2025 benefited from a $23.3 million decrease in net working capital, including a $28.3 million inflow from reduced accounts receivable balances.

Net capital expenditures for the second quarter of 2025 were $71.7 million, comprised of $79.4 million of capital expenditures partially offset by $7.7 million of cash proceeds from asset sales. Free cash flow in the second quarter of 2025 and the first quarter of 2025 was $10.8 million and ($51.5) million, respectively.

Cash flow used in investing activities in the second quarter of 2025 also included $3.2 million of asset acquisitions to support ongoing water infrastructure and wastewater treatment development projects.

Cash flows from financing activities during the second quarter of 2025 included $15.7 million of net inflows, primarily reflecting $25.0 million of borrowings from the sustainability-linked credit facility, partially offset by $8.3 million of quarterly dividends and distributions paid.

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Balance Sheet and Capital Structure
 
Total cash and cash equivalents were $51.2 million as of June 30, 2025, as compared to $27.9 million as of March 31, 2025, and $20.0 million as of December 31, 2024. The Company had $250.0 million of borrowings outstanding under the term loan component of its sustainability-linked credit facility as of June 30, 2025 and March 31, 2025, with an additional $25.0 million of revolver borrowings outstanding as of June 30, 2025. There were no revolver borrowings outstanding as of March 31, 2025.

As of June 30, 2025, the borrowing base under the Company’s sustainability-linked credit facility was $270.3 million, compared to $252.2 million as of March 31, 2025. Available borrowing capacity under the current sustainability-linked credit facility was approximately $228.1 million as of June 30, 2025 and 232.3 million as of March 31, 2025, after giving effect to outstanding borrowings and letters of credit totaling $42.2 million and $19.9 million, respectively.

Total liquidity was $279.3 million as of June 30, 2025, as compared to $260.2 as of March 31, 2025 and $134.8 million as of December 31, 2024. The Company had 101,527,407 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 2025.

Asset Swap Transaction with OMNI Environmental Solutions & Trucking Divestments
 
During July 2025, Select closed on an asset swap transaction with OMNI to concurrently acquire certain assets from OMNI to grow our Water Infrastructure portfolio and divest certain assets from Select’s Water Services segment.

As part of the transaction, Select has expanded its market-leading solids management footprint in the Bakken region, acquiring a special waste landfill, a processing and treatment plant, disposal facilities and oil reclamation assets in Williams County, North Dakota. These assets complement Select’s three active landfills and 20 active saltwater disposal wells in the Bakken region, and further expand the Company’s service capabilities in the region into solids-liquids separation and enhanced oil reclamation and recovery. We intend to upgrade and expand the acquired landfill and treatment facility assets during the second half of 2025, adding incremental high-margin growth potential to our Water Infrastructure segment during 2026.

In exchange, OMNI received certain trucking and equipment rental operations in the Northeast, MidCon and Bakken regions, along with $7.5 million of cash consideration, $10.2 million of cash to compensate for retained net working capital and 862,069 Select Class A shares. As part of the transaction, Select and OMNI anticipate entering into regional trucking coordination agreements to provide ongoing logistical services to support Select’s retained disposal infrastructure in each region.

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Furthermore, and separate from the OMNI transaction, Select has exited the remainder of its trucking operations in the MidCon and Haynesville regions for additional cash consideration, thereby significantly reducing its remaining trucking footprint to the Permian, Eagle Ford and Rockies regions.

For the combined full-year 2024 and six-month year-to-date period ended June 30, 2025, the divested trucking operations represented approximately 37% and 20% of the trucking business unit’s revenues and gross profit before D&A, respectively, and 10% and 5% of the Water Services segment revenues and gross profit, respectively.

Water Infrastructure Business Development Updates
 
Since the start of the second quarter of 2025, Select has executed multiple new long-term contracts for additional full lifecycle produced water gathering, recycling, disposal and distribution infrastructure projects in the Permian Basin. The combined capital expenditures associated with these new projects is expected to be approximately $40 million, with each project anticipated to be online in the first half of 2026.
 
Northern Delaware Basin – Eddy County Network Expansion
 
In the second quarter of 2025, Select signed a 12-year agreement for the construction and expansion of gathering, recycling, disposal and distribution infrastructure for a private operator in the Northern Delaware Basin, integrating into Select’s Eddy County, New Mexico system that commenced construction last quarter. To support the agreement, Select plans to construct two new recycling facilities, adding up to 240,000 barrels per day of throughput capacity and up to four million barrels of storage capacity. The new facilities are expected to be connected and networked via 21 miles of dual-lined large diameter gathering and treated produced water pipelines. Additionally, as part of the agreement, the customer has agreed to fully convey ownership and operatorship of certain of its existing disposal facilities in the dedicated area to Select, which will be integrated into the network as well. This agreement is supported by an approximately 42,000 acre dedication for the gathering, recycling and disposal of produced water and the delivery of treated produced water, while also adding an additional 235,000 acres under right-of-first-refusal agreement for future development. We expect construction to be completed during the first half of 2026.
 
Northern Delaware Basin Infrastructure Expansion and Right-of-First Refusal Execution
 
In the second quarter of 2025, Select signed an 8-year contract to support the operational expansion for a large existing customer in the Northern Delaware basin. As part of the agreement, Select will assume operatorship of the customer’s existing recycling infrastructure in the region and construct three miles of dual-lined large diameter pipeline to tie the facilities into Select’s existing Lea County network. In conjunction with the new agreement, Select and the customer extended the contract term of another existing Lea and Eddy County recycling agreement and dedication by five additional years to match the 8-year term in the new agreement. These agreements are supported by approximately 17,000 additional dedicated acres, more than doubling the existing acreage dedication, while also adding an additional approximate 150,000 acres under right-of-first refusal for future development opportunities. The full project is expected to be operational by the first quarter of 2026.

8

Second Quarter Earnings Conference Call
 
In conjunction with today’s release, Select has scheduled a conference call on Wednesday, August 6, 2025, at 11:00 a.m. Eastern time / 10:00 a.m. Central time.  Please dial 201-389-0872 and ask for the Select Water Solutions 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 20, 2025, and may be accessed by calling 201-612-7415 using passcode 13752539#.  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.

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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,” “estimates,” “preliminary,” “forecast” and other similar expressions. Examples of forward-looking statements include, but are not limited to, the expectations of plans, business strategies, objectives and growth, projected financial results and future financial and operational performance, expected capital expenditures, our share repurchase program and future dividends. 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 and related economic sanctions; the conflict in the Israel-Gaza region and related hostilities in the Middle East, including heightened tensions with Iran; the ability to source certain raw materials and other critical components or manufactured products globally on a timely basis from economically advantaged sources, including any delays and/or supply chain disruptions due to increased hostilities in the Middle East; actions by the members of the Organization of the Petroleum Exporting Countries (“OPEC”) and Russia (together with OPEC and other allied producing countries, “OPEC+”) with respect to oil production levels and announcements of potential changes in such levels, including the ability of the OPEC+ countries to agree on and comply with supply limitations, which may be exacerbated by the recent Middle East conflicts; the severity and duration of world health events, and any resulting impact on commodity prices and supply and demand considerations; the impact of central bank policy actions, such as sustained, elevated  interest rates in response to, among other things, high rates of inflation, and disruptions in the bank and capital markets; the degree to which consolidation among our customers may affect spending on U.S. drilling and completions activity; changing U.S. and foreign trade policies, including increased trade restrictions or tariffs, the impact of changes in diplomatic and trade relations, and the results of countermeasures and any tariff mitigation initiatives; 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; the impact of current and future laws, rulings and governmental regulations, including those related to hydraulic fracturing, accessing water, disposing of wastewater, transferring produced water, interstate freshwater transfer, chemicals, carbon pricing, pipeline construction, taxation or emissions, leasing, permitting or drilling on federal lands and various other environmental matters; the impact of regulatory and related policy actions by federal, state and/or local governments, such as the Inflation Reduction Act of 2022,  that may negatively impact the future production of oil and gas in the U.S., thereby reducing demand for our services; the impact of advances or changes in well-completion technologies or practices that result in reduced demand for our services, either on a volumetric or time basis; changes in global political or economic conditions, generally, and in the markets we serve, including the rate of inflation and potential economic recession; 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.

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SELECT WATER SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands, except share and per share data)
 
   
Three months ended,
   
Six months ended June 30,
 
   
June 30, 2025
   
March 31, 2025
   
June 30, 2024
   
2025
   
2024
 
Revenue
                             
Water Infrastructure
 
$
80,855
   
$
72,391
   
$
68,564
   
$
153,246
   
$
132,072
 
Water Services
   
215,660
     
225,648
     
230,008
     
441,308
     
458,315
 
Chemical Technologies
   
67,700
     
76,345
     
66,559
     
144,045
     
141,292
 
Total revenue
   
364,215
     
374,384
     
365,131
     
738,599
     
731,679
 
Costs of revenue
                                       
Water Infrastructure
   
36,211
     
33,493
     
33,581
     
69,704
     
67,273
 
Water Services
   
173,312
     
181,718
     
178,308
     
355,030
     
359,840
 
Chemical Technologies
   
55,885
     
64,728
     
55,641
     
120,613
     
117,396
 
Depreciation, amortization and accretion
   
41,054
     
38,675
     
37,445
     
79,729
     
74,337
 
Total costs of revenue
   
306,462
     
318,614
     
304,975
     
625,076
     
618,846
 
Gross profit
   
57,753
     
55,770
     
60,156
     
113,523
     
112,833
 
Operating expenses
                                       
Selling, general and administrative
   
38,935
     
37,432
     
38,981
     
76,367
     
82,961
 
Depreciation and amortization
   
1,918
     
925
     
748
     
2,843
     
2,006
 
Impairments and abandonments
   
1,477
     
1,148
     
46
     
2,625
     
91
 
Lease abandonment costs
   
(2
)
   
724
     
17
     
722
     
406
 
Total operating expenses
   
42,328
     
40,229
     
39,792
     
82,557
     
85,464
 
Income from operations
   
15,425
     
15,541
     
20,364
     
30,966
     
27,369
 
Other income (expense)
                                       
Gain on sales of property and equipment and divestitures, net
   
6,503
     
1,365
     
382
     
7,868
     
707
 
Interest expense, net
   
(5,645
)
   
(4,876
)
   
(2,026
)
   
(10,521
)
   
(3,298
)
Other
   
92
     
329
     
42
     
421
     
(240
)
Income before income tax expense and equity in (losses) earnings of unconsolidated entities
   
16,375
     
12,359
     
18,762
     
28,734
     
24,538
 
Income tax expense
   
(4,521
)
   
(2,894
)
   
(3,959
)
   
(7,415
)
   
(5,411
)
Equity in (losses) earnings of unconsolidated entities
   
(183
)
   
95
     
96
     
(88
)
   
(353
)
Net income
   
11,671
     
9,560
     
14,899
     
21,231
     
18,774
 
Less: net income attributable to noncontrolling interests
   
(1,024
)
   
(1,321
)
   
(2,031
)
   
(2,345
)
   
(2,281
)
Net income attributable to Select Water Solutions, Inc.
 
$
10,647
   
$
8,239
   
$
12,868
   
$
18,886
   
$
16,493
 
 
                                       
Net income per share attributable to common stockholders:
                                       
Class A—Basic
 
$
0.10
   
$
0.08
   
$
0.13
   
$
0.19
   
$
0.17
 
Class B—Basic
 
$
   
$
   
$
   
$
   
$
 
 
                                       
Net income per share attributable to common stockholders:
                                       
Class A—Diluted
 
$
0.10
   
$
0.08
   
$
0.13
   
$
0.18
   
$
0.16
 
Class B—Diluted
 
$
   
$
   
$
   
$
   
$
 

11

SELECT WATER SOLUTIONS, INC.
CONSOLIDATED BALANCE SHEETS
(unaudited)
(in thousands, except share data)

   
June 30, 2025
   
March 31, 2025
   
December 31, 2024
 
Assets
                 
Current assets
                 
Cash and cash equivalents
 
$
51,186
   
$
27,892
   
$
19,978
 
Accounts receivable trade, net of allowance for credit losses
   
309,211
     
338,129
     
281,569
 
Accounts receivable, related parties
   
96
     
194
     
150
 
Inventories
   
41,680
     
40,795
     
38,447
 
Prepaid expenses and other current assets
   
37,252
     
50,840
     
45,354
 
Total current assets
   
439,425
     
457,850
     
385,498
 
Property and equipment
   
1,467,442
     
1,471,791
     
1,405,486
 
Accumulated depreciation
   
(672,698
)
   
(704,300
)
   
(679,832
)
Property and equipment held-for-sale, net
   
5,663
     
     
 
Total property and equipment, net
   
800,407
     
767,491
     
725,654
 
Right-of-use assets, net
   
31,053
     
33,511
     
36,851
 
Goodwill
   
18,215
     
18,215
     
18,215
 
Other intangible assets, net
   
114,959
     
119,337
     
123,715
 
Deferred tax assets, net
   
39,407
     
43,851
     
46,339
 
Investments in unconsolidated entities
   
83,272
     
83,501
     
11,347
 
Other long-term assets
   
19,751
     
21,455
     
18,663
 
Total assets
 
$
1,546,489
   
$
1,545,211
   
$
1,366,282
 
Liabilities and Equity
                       
Current liabilities
                       
Accounts payable
 
$
47,663
   
$
44,996
   
$
39,189
 
Accrued accounts payable
   
73,984
     
111,144
     
76,196
 
Accounts payable and accrued expenses, related parties
   
5,566
     
5,904
     
4,378
 
Accrued salaries and benefits
   
24,541
     
15,345
     
29,937
 
Accrued insurance
   
16,231
     
21,698
     
24,685
 
Sales tax payable
   
2,046
     
2,139
     
2,110
 
Current portion of tax receivable agreements liabilities
   
17
     
17
     
93
 
Accrued expenses and other current liabilities
   
32,997
     
32,338
     
40,137
 
Current operating lease liabilities
   
15,368
     
15,814
     
16,439
 
Current portion of finance lease obligations
   
644
     
490
     
211
 
Total current liabilities
   
219,057
     
249,885
     
233,375
 
Long-term tax receivable agreements liabilities
   
38,409
     
38,409
     
38,409
 
Long-term operating lease liabilities
   
25,007
     
27,952
     
31,092
 
Long-term debt, net of deferred debt issuance costs
   
270,837
     
245,888
     
85,000
 
Other long-term liabilities
   
70,060
     
66,128
     
62,872
 
Total liabilities
   
623,370
     
628,262
     
450,748
 
Commitments and contingencies
                       
Class A common stock, $0.01 par value
   
1,042
     
1,039
     
1,031
 
Class B common stock, $0.01 par value
   
162
     
162
     
162
 
Additional paid-in capital
   
985,337
     
989,785
     
998,474
 
Accumulated deficit
   
(187,261
)
   
(197,908
)
   
(206,147
)
Total stockholders’ equity
   
799,280
     
793,078
     
793,520
 
Noncontrolling interests
   
123,839
     
123,871
     
122,014
 
Total equity
   
923,119
     
916,949
     
915,534
 
Total liabilities and equity
 
$
1,546,489
   
$
1,545,211
   
$
1,366,282
 

12

SELECT WATER SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)

   
Three months ended
   
Six months ended
 
   
June 30, 2025
   
March 31, 2025
   
June 30, 2024
   
June 30, 2025
   
June 30, 2024
 
Cash flows from operating activities
                             
Net income
 
$
11,671
   
$
9,560
   
$
14,899
   
$
21,231
   
$
18,774
 
Adjustments to reconcile net income to net cash provided by (used in) operating activities
                                       
Depreciation, amortization and accretion
   
42,972
     
39,600
     
38,193
     
82,572
     
76,343
 
Deferred tax expense
   
4,472
     
2,486
     
3,792
     
6,958
     
4,921
 
(Gain) loss on disposal of property and equipment and divestitures
   
(6,503
)
   
(1,365
)
   
(382
)
   
(7,868
)
   
(707
)
Equity in losses (earnings) of unconsolidated entities
   
183
     
(95
)
   
(96
)
   
88
     
353
 
Bad debt expense
   
708
     
514
     
731
     
1,222
     
1,327
 
Amortization of debt issuance costs
   
405
     
998
     
122
     
1,403
     
244
 
Inventory adjustments
   
60
     
(40
)
   
(400
)
   
20
     
(433
)
Equity-based compensation
   
3,198
     
3,481
     
6,201
     
6,679
     
12,560
 
Impairments and abandonments
   
1,477
     
1,148
     
46
     
2,625
     
91
 
Other operating items, net
   
666
     
487
     
655
     
1,153
     
967
 
Changes in operating assets and liabilities
                                       
Accounts receivable
   
28,308
     
(57,117
)
   
31,298
     
(28,809
)
   
31,426
 
Prepaid expenses and other assets
   
12,789
     
(8,666
)
   
1,222
     
4,123
     
(958
)
Accounts payable and accrued liabilities
   
(17,820
)
   
3,948
     
(13,167
)
   
(13,872
)
   
(29,665
)
Net cash provided by (used in) operating activities
   
82,586
     
(5,061
)
   
83,114
     
77,525
     
115,243
 
Cash flows from investing activities
                                       
Purchase of property and equipment
   
(79,406
)
   
(48,427
)
   
(49,113
)
   
(127,833
)
   
(82,876
)
Purchase of equity-method investments
   
     
(72,059
)
   
     
(72,059
)
   
 
Acquisitions, net of cash received
   
(3,225
)
   
(13,980
)
   
(41,477
)
   
(17,205
)
   
(149,788
)
Proceeds received from sales of property and equipment
   
7,659
     
1,944
     
3,379
     
9,603
     
8,545
 
Net cash used in investing activities
   
(74,972
)
   
(132,522
)
   
(87,211
)
   
(207,494
)
   
(224,119
)
Cash flows from financing activities
                                       
Borrowings from revolving line of credit
   
25,000
     
40,000
     
52,500
     
65,000
     
142,500
 
Payments on revolving line of credit
   
     
(125,000
)
   
(37,500
)
   
(125,000
)
   
(52,500
)
Borrowings from long-term debt
   
     
250,000
     
     
250,000
     
 
Payments of finance lease obligations
   
(224
)
   
(89
)
   
(48
)
   
(313
)
   
(144
)
Payments of debt issuance costs
   
(515
)
   
(7,352
)
   
     
(7,867
)
       
Dividends and distributions paid
   
(8,306
)
   
(8,567
)
   
(7,034
)
   
(16,873
)
   
(14,521
)
Payments under tax receivable agreements
   
     
(77
)
   
     
(77
)
   
 
Contributions from noncontrolling interests
   
     
2,875
     
     
2,875
     
 
Repurchase of common stock
   
(286
)
   
(6,291
)
   
(156
)
   
(6,577
)
   
(7,152
)
Net cash provided by financing activities
   
15,669
     
145,499
     
7,762
     
161,168
     
68,213
 
Effect of exchange rate changes on cash
   
11
     
(2
)
   
(1
)
   
9
     
(3
)
Net increase (decrease) in cash and cash equivalents
   
23,294
     
7,914
     
3,664
     
31,208
     
(40,666
)
Cash and cash equivalents, beginning of period
   
27,892
     
19,978
     
12,753
     
19,978
     
57,083
 
Cash and cash equivalents, end of period
 
$
51,186
   
$
27,892
   
$
16,417
   
$
51,186
   
$
16,417
 

13

Comparison of Non-GAAP Financial Measures

EBITDA, Adjusted EBITDA, gross profit before depreciation, amortization and accretion (“D&A”), gross margin before D&A and free cash flow 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, 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. 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. 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. EBITDA, Adjusted EBITDA, gross profit before D&A, gross margin before D&A and free cash flow 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,  amortization and accretion) and non-recurring items outside the control of our management team. We present EBITDA, Adjusted EBITDA, gross profit before D&A, gross margin before D&A and free cash flow 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 and gross margin are the GAAP measures most directly comparable to gross profit before D&A and gross margin before D&A, respectively. Net cash provided by (used in) operating activities is the GAAP measure most directly comparable to free cash flow. 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, gross profit before D&A, gross margin before D&A or free cash flow in isolation or as substitutes for an analysis of our results as reported under GAAP. Because EBITDA, Adjusted EBITDA, gross profit before D&A, gross margin before D&A and free cash flow 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 forward-looking non-GAAP measures, the Company is unable to provide a reconciliation of the forward-looking non-GAAP financial measures to their most directly comparable GAAP financial measure as the information necessary for a quantitative reconciliation, including potential acquisition-related transaction and rebranding costs as well as the purchase price accounting allocation of the recent acquisitions and the resulting impacts to depreciation, amortization and accretion expense, among other items is not available to the Company without unreasonable efforts due to the inherent difficulty and impracticability of predicting certain amounts required by GAAP with a reasonable degree of accuracy at this time.

14

The following table presents a reconciliation of free cash flow to net cash provided by operating activities, which is the most directly comparable GAAP measure for the periods presented:
 
   
Three months ended
 
   
June 30, 2025
   
March 31, 2025
   
June 30, 2024
 
   
(unaudited) (in thousands)
 
Net cash  provided by (used in) operating activities
 
$
82,586
   
$
(5,061
)
 
$
83,114
 
Purchase of property and equipment
   
(79,406
)
   
(48,427
)
   
(49,113
)
Proceeds received from sale of property and equipment
   
7,659
     
1,944
     
3,379
 
Free cash flow
 
$
10,839
   
$
(51,544
)
 
$
37,380
 
 
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, 2025
   
March 31, 2025
   
June 30, 2024
 
   
(unaudited) (in thousands)
 
Net income
 
$
11,671
   
$
9,560
   
$
14,899
 
Interest expense, net
   
5,645
     
4,876
     
2,026
 
Income tax expense
   
4,521
     
2,894
     
3,959
 
Depreciation, amortization and accretion
   
42,972
     
39,600
     
38,193
 
EBITDA
   
64,809
     
56,930
     
59,077
 
Impairments and abandonments
   
1,477
     
1,148
     
46
 
Non-cash loss on sale of assets or subsidiaries
   
264
     
173
     
1,432
 
Non-cash compensation expenses
   
3,198
     
3,481
     
6,201
 
Transaction and rebranding costs
   
2,018
     
1,183
     
2,866
 
Lease abandonment costs
   
(2
)
   
724
     
17
 
Other non-recurring charges
   
667
     
487
     
104
 
Equity in losses (earnings) of unconsolidated entities
   
183
     
(95
)
   
(96
)
Adjusted EBITDA
 
$
72,614
   
$
64,031
   
$
69,647
 
 
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, 2025
   
March 31, 2025
   
June 30, 2024
 
   
(unaudited) (in thousands)
 
Gross profit by segment
                 
Water Infrastructure
 
$
22,392
   
$
19,101
   
$
20,354
 
Water Services
   
25,259
     
26,765
     
30,688
 
Chemical technologies
   
10,102
     
9,904
     
9,114
 
As reported gross profit
   
57,753
     
55,770
     
60,156
 
                         
Plus D&A
                       
Water Infrastructure
   
22,252
     
19,797
     
14,629
 
Water Services
   
17,089
     
17,165
     
21,012
 
Chemical technologies
   
1,713
     
1,713
     
1,804
 
Total D&A
   
41,054
     
38,675
     
37,445
 
                         
Gross profit before D&A
 
$
98,807
   
$
94,445
   
$
97,601
 
                         
Gross profit before D&A by segment
                       
Water Infrastructure
   
44,644
     
38,898
     
34,983
 
Water Services
   
42,348
     
43,930
     
51,700
 
Chemical technologies
   
11,815
     
11,617
     
10,918
 
Total gross profit before D&A
 
$
98,807
   
$
94,445
   
$
97,601
 
                         
Gross margin before D&A by segment
                       
Water Infrastructure
   
55.2
%
   
53.7
%
   
51.0
%
Water Services
   
19.6
%
   
19.5
%
   
22.5
%
Chemical technologies
   
17.5
%
   
15.2
%
   
16.4
%
Total gross margin before D&A
   
27.1
%
   
25.2
%
   
26.7
%


15