ACQUISITIONS

6 Months Ended

Jun. 30, 2024

ACQUISITIONS

ACQUISITIONS

NOTE 3—ACQUISITIONS

The following table presents key information connected with our 2024 and 2023 acquisitions (dollars in thousands):

Assets and Operations Acquired	Acquisition Date		Cash Consideration		Acquisition related costs for Asset Acquisitions		Total Consideration	Segments
Three Smaller Asset Acquisitions	Multiple 2024 Dates	$	4,550	$	31	$	4,581	Water Infrastructure
Bobcat	April 18, 2024		8,070		-		8,070	Water Infrastructure
Trinity	April 1, 2024		29,382		-		29,382	Water Infrastructure
Buckhorn	March 1, 2024		17,881		-		17,881	Water Infrastructure
Iron Mountain Energy	January 8, 2024		14,000		-		14,000	Water Infrastructure
Tri-State Water Logistics	January 3, 2024		58,330		-		58,330	Water Infrastructure
Rockies produced water gathering and disposal infrastructure	January 1, 2024		18,100		-		18,100	Water Infrastructure
Four Smaller Asset Acquisitions	Multiple 2023 Dates		7,293		-		7,293	Water Infrastructure
Asset Acquisition	April 3, 2023		4,000		-		4,000	Water Services
Asset Acquisition	January 31, 2023		6,250		150		6,400	Water Infrastructure
Total		$	167,856	$	181	$	168,037

2024 Asset Acquisitions

During the Current Period, Select acquired certain assets and associated liabilities, primarily in the Permian Basin and Northeast Ohio, from three transactions for $4.6 million inclusive of acquisition-related costs. The allocation of the purchase price for these assets was a combined $4.5 million in property and equipment and $0.1 million in other long-term assets.

Bobcat Acquisition

On April 18, 2024, the Company completed the acquisition of membership interests from Bobcat SWIW Holdings, LLC and other minority interest holders (together “Bobcat” or the “Bobcat Acquisition”). The Company paid initial consideration of $8.1 million at closing. The Bobcat Acquisition strengthened Select’s Marcellus/Utica disposal operations and allows the Company to offer more comprehensive produced water solutions to its customers in the region.

The Bobcat Acquisition was accounted for as a business combination under the acquisition method of accounting. When determining the fair values of assets acquired and liabilities assumed, management made estimates, judgments and assumptions. These estimates, judgments, assumptions and valuation of the property and equipment acquired, intangible assets, current assets and current liabilities are preliminary and have not been finalized as of June 30, 2024. The assets acquired and liabilities assumed are included in the Company’s Water Infrastructure segment. The

Company incurred $0.1 million and $0.2 million of transaction-related costs related to this acquisition during the Current Quarter and Current Period, respectively, and such costs are included in selling, general and administrative within the consolidated statements of operations.

The initial purchase price allocation is presented in the table summarizing the six business combinations of 2024, located at the end of this footnote.

Trinity Acquisition

On April 1, 2024, the Company completed the acquisition of Trinity Acquisition Holdings, LLC, d/b/a Trinity Environmental Services and related entities (together “Trinity” or the “Trinity Acquisition”). The Company paid initial consideration of $29.4 million at closing. The acquisition strengthened Select’s Permian Basin disposal operations with 22 saltwater disposal wells while also adding one Gulf Coast slurry well and one Midcon region saltwater disposal well. Additionally, the Trinity Acquisition encompasses permits for nine future saltwater disposal well locations, 14 miles of owned pipeline and approximately 79 miles of customer pipeline integrally connected to Trinity’s facilities. These additions allow the Company to offer more comprehensive produced water solutions to its customers in Texas and New Mexico.

The Trinity Acquisition was accounted for as a business combination under the acquisition method of accounting. When determining the fair values of assets acquired and liabilities assumed, management made estimates, judgments and assumptions. The Company engaged third-party valuation experts to assist in the purchase price allocation. These estimates, judgments, assumptions and valuation of the property and equipment acquired, intangible assets, current assets and current liabilities are preliminary and have not been finalized as of June 30, 2024. The assets acquired and liabilities assumed are included in the Company’s Water Infrastructure segment and the goodwill acquired is deductible for income tax purposes. The Company incurred $0.5 million and $1.2 million of transaction-related costs related to this acquisition during the Current Quarter and Current Period, respectively, and such costs are included in selling, general and administrative within the consolidated statements of operations.

The initial purchase price allocation is presented in the table summarizing the six business combinations of 2024, located at the end of this footnote.

Buckhorn Acquisition

On March 1, 2024, the Company completed the acquisition of membership interests from Buckhorn Waste Services, LLC and equity interests from Buckhorn Disposal, LLC (together “Buckhorn” or the “Buckhorn Acquisition”). The Company paid initial consideration of $17.9 million at closing. The acquisition strengthened Select’s solids waste management capabilities in the Bakken region, adding additional landfills in North Dakota and in Montana to support Select’s existing landfill operations in the region.

The Buckhorn Acquisition was accounted for as a business combination under the acquisition method of accounting. When determining the fair values of assets acquired and liabilities assumed, management made estimates, judgments and assumptions. The Company engaged third-party valuation experts to assist in the purchase price allocation. These estimates, judgments, assumptions and valuation of the property and equipment acquired, intangible assets, current assets and current liabilities are preliminary and have not been finalized as of June 30, 2024. The assets acquired and liabilities assumed are included in the Company’s Water Infrastructure segment and a portion of the goodwill acquired is deductible for income tax purposes. The Company incurred $0.3 million and $0.8 million of transaction-related costs related to this acquisition during the Current Quarter and Current Period, respectively, and such costs are included in selling, general and administrative within the consolidated statements of operations.

The following table summarizes the consideration transferred and the estimated fair value of identified assets acquired and liabilities assumed at the date of acquisition:

Preliminary purchase price allocation	As Reported as of March 31, 2024		Current Quarter Adjustment		Amount
Consideration transferred	(in thousands)
Cash paid	$	17,881	$	—	$	17,881
Total consideration transferred		17,881		—		17,881
Less: identifiable assets acquired and liabilities assumed
Working capital		1,715		(943)		772
Property and equipment		10,937		1,936		12,873
Customer relationships		300		—		300
Deferred tax liabilities		—		(2,167)		(2,167)
Long-term ARO		—		(2,000)		(2,000)
Total identifiable net assets acquired		12,952		(3,174)		9,778
Goodwill		4,929		3,174		8,103
Fair value allocated to net assets acquired	$	17,881	$	—	$	17,881

Iron Mountain Energy Acquisition

On January 8, 2024, the Company acquired substantially all of the assets and operations of Iron Mountain Energy, LLC (the “Iron Mountain Acquisition”). The Company paid initial consideration of $14.0 million at closing. The acquisition strengthened Select’s fluids and solids treatment and disposal assets and operations in the Haynesville region.

The Iron Mountain Acquisition was accounted for as a business combination under the acquisition method of accounting. When determining the fair values of assets acquired and liabilities assumed, management made estimates, judgments and assumptions. The Company engaged third-party valuation experts to assist in the purchase price allocation. These estimates, judgments, assumptions and valuation of the property and equipment acquired, intangible assets, current assets, current liabilities and long-term liabilities are preliminary and have not been finalized as of June 30, 2024. The assets acquired and liabilities assumed are included in the Company’s Water Infrastructure segment and the goodwill acquired is deductible for income tax purposes. The Company incurred $0.1 million and $0.8 million of transaction-related costs related to this acquisition during the Current Quarter and Current Period, respectively, and such costs are included in selling, general and administrative within the consolidated statements of operations.

The following table summarizes the consideration transferred and the estimated fair value of identified assets acquired and liabilities assumed at the date of acquisition:

Preliminary purchase price allocation	As Reported as of March 31, 2024		Current Quarter Adjustment		Amount
Consideration transferred	(in thousands)
Cash paid	$	14,000	$	—	$	14,000
Total consideration transferred		14,000		—		14,000
Less: identifiable assets acquired and liabilities assumed
Working capital		(4,095)		—		(4,095)
Property and equipment		17,749		(411)		17,338
Long-term ARO		(1,725)		—		(1,725)
Total identifiable net assets acquired		11,929		(411)		11,518
Goodwill		2,071		411		2,482
Fair value allocated to net assets acquired	$	14,000	$	—	$	14,000

Tri-State Water Logistics Acquisition

On January 3, 2024, the Company acquired the assets and operations of Tri-State Water Logistics, LLC and certain of its affiliates (the “Tri-State Acquisition”). The Company paid initial consideration of $58.3 million at closing. The acquisition strengthened Select’s fluids and solids treatment and disposal assets and operations in the Haynesville region.

The Tri-State Acquisition was accounted for as a business combination under the acquisition method of accounting. When determining the fair values of assets acquired and liabilities assumed, management made estimates, judgments and assumptions. The Company engaged third-party valuation experts to assist in the purchase price allocation. These estimates, judgments, assumptions and valuation of the property and equipment acquired, intangible assets, current assets, current liabilities and long-term liabilities are preliminary and have not been finalized as of June 30, 2024. The assets acquired and liabilities assumed are included in the Company’s Water Infrastructure segment and the goodwill acquired is deductible for income tax purposes. The Company incurred $0.3 million and $1.0 million of transaction-related costs related to this acquisition during the Current Quarter and Current Period, respectively, and such costs are included in selling, general and administrative within the consolidated statements of operations.

The following table summarizes the consideration transferred and the estimated fair value of identified assets acquired and liabilities assumed at the date of acquisition:

Preliminary purchase price allocation	As Reported as of March 31, 2024		Current Quarter Adjustment		Amount
Consideration transferred	(in thousands)
Cash paid	$	58,330	$	—	$	58,330
Total consideration transferred		58,330		—		58,330
Less: identifiable assets acquired and liabilities assumed
Working capital		(1,428)		—		(1,428)
Property and equipment		37,727		4,407		42,134
Right-of-use assets		1,028		—		1,028
Customer relationships		8,620		(910)		7,710
Long-term ARO		(1,595)		—		(1,595)
Long-term lease liabilities		(956)		—		(956)
Total identifiable net assets acquired		43,396		3,497		46,893
Goodwill		14,934		(3,497)		11,437
Fair value allocated to net assets acquired	$	58,330	$	—	$	58,330

Rockies produced water gathering and disposal infrastructure Acquisition

On January 1, 2024, the Company acquired certain disposal assets, operations and disposal and recycling permits in the Rockies region (the “Rockies Infrastructure Acquisition”). The Company paid initial consideration of $18.1 million at closing. The acquisition strengthened Select’s water disposal assets and operations in the Rockies region.

The Rockies Infrastructure Acquisition was accounted for as a business combination under the acquisition method of accounting. When determining the fair values of assets acquired and liabilities assumed, management made estimates, judgments and assumptions. The Company engaged third-party valuation experts to assist in the purchase price allocation. These estimates, judgments, assumptions and valuation of the property and equipment acquired, intangible assets, current assets, current liabilities and long-term liabilities are preliminary and have not been finalized as of June 30, 2024. The assets acquired and liabilities assumed are included in the Company’s Water Infrastructure segment and the goodwill acquired is deductible for income tax purposes. The Company incurred $0.1 million and $0.2 million of transaction-related costs related to this acquisition during the Current Quarter and Current Period, respectively, and such costs are included in selling, general and administrative within the consolidated statements of operations.

The following table summarizes the consideration transferred and the estimated fair value of identified assets acquired and liabilities assumed at the date of acquisition:

Preliminary purchase price allocation	As Reported as of March 31, 2024		Current Quarter Adjustment		Amount
Consideration transferred	(in thousands)
Cash paid	$	18,100	$	—	$	18,100
Total consideration transferred		18,100		—		18,100
Less: identifiable assets acquired and liabilities assumed
Working capital		(500)		—		(500)
Property and equipment		7,780		—		7,780
Customer relationships		6,610		—		6,610
Long-term ARO		(375)		—		(375)
Total identifiable net assets acquired		13,515		—		13,515
Goodwill		4,585		—		4,585
Fair value allocated to net assets acquired	$	18,100	$	—	$	18,100

A summary of the consideration transferred and the estimated fair value of identified assets acquired and liabilities assumed as of June 30, 2024 for the Company’s 2024 business acquisitions is located below:

Preliminary Purchase price allocation		Bobcat		Trinity		Buckhorn		Iron Mountain Energy		Tri-State Water Logistics		Rockies Infrastructure		Total 2024 Acquisitions
					(in thousands)
Consideration transferred
Cash paid	$	8,070	$	29,382	$	17,881	$	14,000	$	58,330	$	18,100	$	145,763
Total consideration transferred		8,070		29,382		17,881		14,000		58,330		18,100		145,763
Less: identifiable assets acquired and liabilities assumed
Working capital		(335)		(656)		772		(4,095)		(1,428)		(500)		(6,242)
Property and equipment		8,320		28,341		12,873		17,338		42,134		7,780		116,786
Right-of-use assets		—		182		—		—		1,028		—		1,210
Customer relationships		585		3,640		300		—		7,710		6,610		18,845
Deferred tax liabilities		—		—		(2,167)		—		—		—		(2,167)
Long-term ARO		(500)		(7,000)		(2,000)		(1,725)		(1,595)		(375)		(13,195)
Long-term lease liabilities		—		(499)		—		—		(956)		—		(1,455)
Total identifiable net assets acquired		8,070		24,008		9,778		11,518		46,893		13,515		113,782
Goodwill		—		5,374		8,103		2,482		11,437		4,585		31,981
Fair value allocated to net assets acquired	$	8,070	$	29,382	$	17,881	$	14,000	$	58,330	$	18,100	$	145,763

2023 Asset Acquisitions

During the year ended December 31, 2023, Select acquired certain assets, revenue-producing contracts and associated liabilities, primarily in the Permian Basin, from multiple entities for $17.7 million inclusive of $0.2 million of acquisition-related costs. The allocation of the purchase price for these assets was a combined $15.9 million in property and equipment, $1.0 million in water inventory, $1.9 million in customer relationships and $1.1 million in asset retirement obligations and other liabilities. Many of the assets acquired are adjacent to the Company’s Big Spring Recycling System (“BSRS”) in the Permian Basin, with connectivity into BSRS providing future revenue and cost synergies.