[10-Q] Aris Water Solutions, Inc. Quarterly Earnings Report
Aris Water Solutions, Inc. reported total revenue of $124.1 million for the quarter ended June 30, 2025 and $244.6 million for the six months, up from $101.1 million and $204.5 million a year earlier. Operating income for the quarter was $26.3 million, and net income attributable to Aris was $6.7 million for the quarter and $15.3 million for the six months. Cash increased to $57.4 million at June 30, 2025 from $28.7 million at year-end 2024 while total assets were $1.477 billion.
The company completed financing changes, issuing $500.0 million of 7.250% senior notes due 2030 and using proceeds to satisfy and discharge the prior 2026 notes and repay Credit Facility borrowings. On August 6, 2025 Aris entered into a definitive Merger Agreement with Western Midstream Partners, LP under which holders will receive elected mixes of WES units and/or cash, subject to proration and termination provisions. The TRA was amended and an early termination payment on a change of control was estimated at $183.4 million with an $80.0 million aggregate cash payment to TRA Holders on closing.
Aris Water Solutions, Inc. ha registrato ricavi totali di $124.1 million per il trimestre chiuso al 30 giugno 2025 e di $244.6 million per i sei mesi, in aumento rispetto a $101.1 million e $204.5 million dell'anno precedente. Il risultato operativo per il trimestre 猫 stato di $26.3 million, mentre l'utile netto attribuibile ad Aris 猫 stato di $6.7 million per il trimestre e di $15.3 million per i sei mesi. La liquidit脿 猫 salita a $57.4 million al 30 giugno 2025, rispetto a $28.7 million a fine 2024, e il totale dell'attivo era di $1.477 billion.
La societ脿 ha completato operazioni di rifinanziamento, emettendo $500.0 million di obbligazioni senior al 7,250% con scadenza 2030 e utilizzando i proventi per estinguere le precedenti note 2026 e rimborsare l'indebitamento della linea di credito. Il 6 agosto 2025 Aris ha sottoscritto un Accordo di Fusione definitivo con Western Midstream Partners, LP, in base al quale i titolari riceveranno combinazioni scelte di unit脿 WES e/o contanti, soggette a prorazione e clausole di risoluzione. Il TRA 猫 stato modificato e il pagamento anticipato in caso di cambiamento di controllo 猫 stato stimato in $183.4 million, con un pagamento in contanti aggregato di $80.0 million ai detentori del TRA al closing.
Aris Water Solutions, Inc. inform贸 ingresos totales de $124.1 million para el trimestre finalizado el 30 de junio de 2025 y de $244.6 million para los seis meses, frente a $101.1 million y $204.5 million del mismo periodo del a帽o anterior. El resultado operativo del trimestre fue de $26.3 million, y el beneficio neto atribuible a Aris fue de $6.7 million para el trimestre y de $15.3 million para los seis meses. La caja aument贸 a $57.4 million al 30 de junio de 2025 desde $28.7 million a cierre de 2024, mientras que los activos totales ascend铆an a $1.477 billion.
La compa帽铆a complet贸 cambios en su financiaci贸n, emitiendo $500.0 million de bonos senior al 7,250% con vencimiento en 2030 y empleando los ingresos para cancelar los bonos 2026 anteriores y pagar los pr茅stamos de la facilidad de cr茅dito. El 6 de agosto de 2025 Aris celebr贸 un Acuerdo de Fusi贸n definitivo con Western Midstream Partners, LP, seg煤n el cual los titulares recibir谩n combinaciones elegidas de unidades WES y/o efectivo, sujetas a prorrateo y disposiciones de terminaci贸n. Se enmend贸 el TRA y se estim贸 un pago por terminaci贸n anticipada por cambio de control de $183.4 million, con un pago en efectivo agregado de $80.0 million a los tenedores del TRA en el cierre.
Aris Water Solutions, Inc.電� 2025雲� 6鞗� 30鞚茧 膦呺霅� 攵勱赴鞐� 齑濎垬鞚� $124.1 million, 6臧滌洈 雸勱硠 $244.6 million鞚� 氤搓碃頄堨溂氅�, 鞚措姅 鞝勲厔 霃欔赴 $101.1 million 氚� $204.5 million鞐愳劀 歃濌皜頃� 靾橃箻鞛呺媹雼�. 攵勱赴 鞓侅梾鞚挫澋鞚� $26.3 million鞚挫棃瓿� Aris鞐� 攴�靻嶋悩電� 靾滌澊鞚奠潃 攵勱赴 $6.7 million, 6臧滌洈 雸勱硠 $15.3 million鞓�鞀惦媹雼�. 順勱笀鞚� 2024雲� 毵� $28.7 million鞐愳劀 2025雲� 6鞗� 30鞚� 旮办 $57.4 million鞙茧 歃濌皜頄堨溂氅�, 齑濎瀽靷办潃 $1.477 billion鞚挫棃鞀惦媹雼�.
須岇偓電� 鞛愱笀 臁半嫭 甑“ 氤�瓴届潉 鞕勲頃橃棳 2030雲� 毵岅赴 7.250% 靹犾垳鞙� 毂勱秾 $500.0 million鞚� 氚滍枆頃橁碃 攴� 靾橃澋旮堨潉 韱淀暣 旮办〈 2026 毂勱秾鞚� 靸來櫂頃橁碃 鞁犾毄鞁滌劋 彀瀰旮堨潉 靸來櫂頄堨姷雼堧嫟. 2025雲� 8鞗� 6鞚� Aris電� Western Midstream Partners, LP鞕� 斓滌 頃╇硲瓿勳暯鞚� 觳搓舶頄堨溂氅�, 鞚挫棎 霐半澕 氤挫湢鞛愲姅 氚半秳 氚� 頃挫 攴滌爼鞚� 鞝侅毄鞚� 氚涬姅 靹犿儩霅� WES 鞙犽嫑 氚�/霕愲姅 順勱笀 臁绊暕鞚� 靾橂牴頃橁矊 霅╇媹雼�. TRA電� 靾橃爼霅橃棃瓿� 瓴届榿甓� 氤�瓴� 鞁� 臁瓣赴 頃挫 歆�旮夓暋鞚� $183.4 million鞙茧 於旍爼霅橂┌, 膦呹舶 鞁� TRA 氤挫湢鞛愳棎瓴岆姅 齑� $80.0 million鞚� 順勱笀 歆�旮夓澊 鞚措（鞏挫雼堧嫟.
Aris Water Solutions, Inc. a annonc茅 un chiffre d'affaires total de $124.1 million pour le trimestre clos le 30 juin 2025 et de $244.6 million pour les six mois, contre $101.1 million et $204.5 million un an plus t么t. Le r茅sultat d'exploitation pour le trimestre s'est 茅lev茅 脿 $26.3 million, et le r茅sultat net attribuable 脿 Aris a 茅t茅 de $6.7 million pour le trimestre et de $15.3 million pour les six mois. La tr茅sorerie est pass茅e 脿 $57.4 million au 30 juin 2025, contre $28.7 million 脿 la cl么ture de 2024, tandis que l'actif total s'茅levait 脿 $1.477 billion.
La soci茅t茅 a finalis茅 des op茅rations de refinancement, 茅mettant $500.0 million d'obligations senior 脿 7,250% arrivant 脿 茅ch茅ance en 2030 et utilisant les produits pour r茅gler les obligations 2026 ant茅rieures et rembourser les emprunts au titre de la facilit茅 de cr茅dit. Le 6 ao没t 2025, Aris a conclu un accord de fusion d茅finitif avec Western Midstream Partners, LP, en vertu duquel les titulaires recevront des combinaisons choisies d'unit茅s WES et/ou de liquidit茅s, sous r茅serve de prorata et de dispositions de r茅siliation. Le TRA a 茅t茅 modifi茅 et un paiement anticip茅 en cas de changement de contr么le a 茅t茅 estim茅 脿 $183.4 million, avec un paiement en esp猫ces global de $80.0 million aux d茅tenteurs du TRA 脿 la cl么ture.
Aris Water Solutions, Inc. meldete einen Gesamtumsatz von $124.1 million f眉r das Quartal zum 30. Juni 2025 und $244.6 million f眉r die sechs Monate, gegen眉ber $101.1 million und $204.5 million ein Jahr zuvor. Das Betriebsergebnis f眉r das Quartal belief sich auf $26.3 million, und der auf Aris entfallende Nettogewinn betrug $6.7 million f眉r das Quartal und $15.3 million f眉r die sechs Monate. Die liquiden Mittel stiegen zum 30. Juni 2025 auf $57.4 million (von $28.7 million zum Jahresende 2024), und die Gesamtverm枚genswerte beliefen sich auf $1.477 billion.
Das Unternehmen hat Refinanzierungsma脽nahmen abgeschlossen: Es gab $500.0 million vorrangige Anleihen mit 7,250% Kupon und F盲lligkeit 2030 aus und verwendete den Erl枚s zur Abl枚sung der fr眉heren 2026-Anleihen sowie zur R眉ckzahlung von Kreditfazilit脙陇tsdarlehen. Am 6. August 2025 schloss Aris eine endg眉ltige Fusionsvereinbarung mit Western Midstream Partners, LP, wonach Inhaber ausgew盲hlte Kombinationen aus WES-Einheiten und/oder Bargeld erhalten, vorbehaltlich Proration und K眉ndigungsbestimmungen. Das TRA wurde ge盲ndert und eine vorzeitige Abfindung bei Kontrollwechsel wurde auf $183.4 million gesch盲tzt, mit einer aggregierten Barauszahlung von $80.0 million an TRA-Inhaber beim Closing.
- Revenue growth: Total revenue increased to $124.1 million for the quarter and $244.6 million for six months, up from prior-year periods
- Operating cash generation: Net cash provided by operating activities of $66.2 million for the six months ended June 30, 2025
- Liquidity improved: Cash balance increased to $57.4 million at June 30, 2025 from $28.7 million
- Refinancing executed: Issuance of $500.0 million 7.250% senior notes due 2030 and satisfaction and discharge of the 2026 notes
- TRA early termination exposure: Estimated early termination payment of approximately $183.4 million triggered by a change of control
- Increased long-term debt: Long-term debt, net of issuance costs, was $490.5 million as of June 30, 2025
- Significant noncontrolling interest: Noncontrolling interest of $374.8 million represents a material portion of equity
- Dividend and distribution commitments: Dividends of $0.14 per share/unit declared for multiple quarters and certain restrictions under the Merger Agreement
Insights
TL;DR: Revenue and cash flow strengthened; operating margins sustained despite higher depreciation and interest costs.
Aris delivered sequentially higher revenue and operating income versus the prior-year periods, with total revenue rising to $124.1 million in Q2 2025 and operating income of $26.3 million. Net cash provided by operating activities was $66.2 million for the six months, supporting capital expenditures of $40.8 million and return of capital via dividends and distributions of $17.1 million. Interest expense rose reflecting debt activity, with interest expense, net of capitalized interest, of $18.8 million year-to-date. The balance sheet shows growth in PP&E to $1.245 billion and available liquidity driven by a $57.4 million cash balance at quarter-end.
Impact: Impactful on near-term liquidity and earnings dynamics due to financing and dividend activity.
TL;DR: Merger with WES is a material corporate event with significant TRA and consideration mechanics to monitor.
The August 6, 2025 Merger Agreement with Western Midstream Partners, LP sets multiple election options for holders and includes customary termination rights and a $57.0 million termination fee in specified scenarios. The TRA Amendment contemplates termination of the TRA on closing, estimates an early termination obligation of $183.4 million and a scheduled aggregate cash payment of $80.0 million to TRA Holders at closing. These items are material to transaction economics and capital structure treatment upon closing and could affect distributable cash and post-close integration planning.
Impact: Impactful to equity holders and capital structure in a change-of-control scenario.
Aris Water Solutions, Inc. ha registrato ricavi totali di $124.1 million per il trimestre chiuso al 30 giugno 2025 e di $244.6 million per i sei mesi, in aumento rispetto a $101.1 million e $204.5 million dell'anno precedente. Il risultato operativo per il trimestre 猫 stato di $26.3 million, mentre l'utile netto attribuibile ad Aris 猫 stato di $6.7 million per il trimestre e di $15.3 million per i sei mesi. La liquidit脿 猫 salita a $57.4 million al 30 giugno 2025, rispetto a $28.7 million a fine 2024, e il totale dell'attivo era di $1.477 billion.
La societ脿 ha completato operazioni di rifinanziamento, emettendo $500.0 million di obbligazioni senior al 7,250% con scadenza 2030 e utilizzando i proventi per estinguere le precedenti note 2026 e rimborsare l'indebitamento della linea di credito. Il 6 agosto 2025 Aris ha sottoscritto un Accordo di Fusione definitivo con Western Midstream Partners, LP, in base al quale i titolari riceveranno combinazioni scelte di unit脿 WES e/o contanti, soggette a prorazione e clausole di risoluzione. Il TRA 猫 stato modificato e il pagamento anticipato in caso di cambiamento di controllo 猫 stato stimato in $183.4 million, con un pagamento in contanti aggregato di $80.0 million ai detentori del TRA al closing.
Aris Water Solutions, Inc. inform贸 ingresos totales de $124.1 million para el trimestre finalizado el 30 de junio de 2025 y de $244.6 million para los seis meses, frente a $101.1 million y $204.5 million del mismo periodo del a帽o anterior. El resultado operativo del trimestre fue de $26.3 million, y el beneficio neto atribuible a Aris fue de $6.7 million para el trimestre y de $15.3 million para los seis meses. La caja aument贸 a $57.4 million al 30 de junio de 2025 desde $28.7 million a cierre de 2024, mientras que los activos totales ascend铆an a $1.477 billion.
La compa帽铆a complet贸 cambios en su financiaci贸n, emitiendo $500.0 million de bonos senior al 7,250% con vencimiento en 2030 y empleando los ingresos para cancelar los bonos 2026 anteriores y pagar los pr茅stamos de la facilidad de cr茅dito. El 6 de agosto de 2025 Aris celebr贸 un Acuerdo de Fusi贸n definitivo con Western Midstream Partners, LP, seg煤n el cual los titulares recibir谩n combinaciones elegidas de unidades WES y/o efectivo, sujetas a prorrateo y disposiciones de terminaci贸n. Se enmend贸 el TRA y se estim贸 un pago por terminaci贸n anticipada por cambio de control de $183.4 million, con un pago en efectivo agregado de $80.0 million a los tenedores del TRA en el cierre.
Aris Water Solutions, Inc.電� 2025雲� 6鞗� 30鞚茧 膦呺霅� 攵勱赴鞐� 齑濎垬鞚� $124.1 million, 6臧滌洈 雸勱硠 $244.6 million鞚� 氤搓碃頄堨溂氅�, 鞚措姅 鞝勲厔 霃欔赴 $101.1 million 氚� $204.5 million鞐愳劀 歃濌皜頃� 靾橃箻鞛呺媹雼�. 攵勱赴 鞓侅梾鞚挫澋鞚� $26.3 million鞚挫棃瓿� Aris鞐� 攴�靻嶋悩電� 靾滌澊鞚奠潃 攵勱赴 $6.7 million, 6臧滌洈 雸勱硠 $15.3 million鞓�鞀惦媹雼�. 順勱笀鞚� 2024雲� 毵� $28.7 million鞐愳劀 2025雲� 6鞗� 30鞚� 旮办 $57.4 million鞙茧 歃濌皜頄堨溂氅�, 齑濎瀽靷办潃 $1.477 billion鞚挫棃鞀惦媹雼�.
須岇偓電� 鞛愱笀 臁半嫭 甑“ 氤�瓴届潉 鞕勲頃橃棳 2030雲� 毵岅赴 7.250% 靹犾垳鞙� 毂勱秾 $500.0 million鞚� 氚滍枆頃橁碃 攴� 靾橃澋旮堨潉 韱淀暣 旮办〈 2026 毂勱秾鞚� 靸來櫂頃橁碃 鞁犾毄鞁滌劋 彀瀰旮堨潉 靸來櫂頄堨姷雼堧嫟. 2025雲� 8鞗� 6鞚� Aris電� Western Midstream Partners, LP鞕� 斓滌 頃╇硲瓿勳暯鞚� 觳搓舶頄堨溂氅�, 鞚挫棎 霐半澕 氤挫湢鞛愲姅 氚半秳 氚� 頃挫 攴滌爼鞚� 鞝侅毄鞚� 氚涬姅 靹犿儩霅� WES 鞙犽嫑 氚�/霕愲姅 順勱笀 臁绊暕鞚� 靾橂牴頃橁矊 霅╇媹雼�. TRA電� 靾橃爼霅橃棃瓿� 瓴届榿甓� 氤�瓴� 鞁� 臁瓣赴 頃挫 歆�旮夓暋鞚� $183.4 million鞙茧 於旍爼霅橂┌, 膦呹舶 鞁� TRA 氤挫湢鞛愳棎瓴岆姅 齑� $80.0 million鞚� 順勱笀 歆�旮夓澊 鞚措（鞏挫雼堧嫟.
Aris Water Solutions, Inc. a annonc茅 un chiffre d'affaires total de $124.1 million pour le trimestre clos le 30 juin 2025 et de $244.6 million pour les six mois, contre $101.1 million et $204.5 million un an plus t么t. Le r茅sultat d'exploitation pour le trimestre s'est 茅lev茅 脿 $26.3 million, et le r茅sultat net attribuable 脿 Aris a 茅t茅 de $6.7 million pour le trimestre et de $15.3 million pour les six mois. La tr茅sorerie est pass茅e 脿 $57.4 million au 30 juin 2025, contre $28.7 million 脿 la cl么ture de 2024, tandis que l'actif total s'茅levait 脿 $1.477 billion.
La soci茅t茅 a finalis茅 des op茅rations de refinancement, 茅mettant $500.0 million d'obligations senior 脿 7,250% arrivant 脿 茅ch茅ance en 2030 et utilisant les produits pour r茅gler les obligations 2026 ant茅rieures et rembourser les emprunts au titre de la facilit茅 de cr茅dit. Le 6 ao没t 2025, Aris a conclu un accord de fusion d茅finitif avec Western Midstream Partners, LP, en vertu duquel les titulaires recevront des combinaisons choisies d'unit茅s WES et/ou de liquidit茅s, sous r茅serve de prorata et de dispositions de r茅siliation. Le TRA a 茅t茅 modifi茅 et un paiement anticip茅 en cas de changement de contr么le a 茅t茅 estim茅 脿 $183.4 million, avec un paiement en esp猫ces global de $80.0 million aux d茅tenteurs du TRA 脿 la cl么ture.
Aris Water Solutions, Inc. meldete einen Gesamtumsatz von $124.1 million f眉r das Quartal zum 30. Juni 2025 und $244.6 million f眉r die sechs Monate, gegen眉ber $101.1 million und $204.5 million ein Jahr zuvor. Das Betriebsergebnis f眉r das Quartal belief sich auf $26.3 million, und der auf Aris entfallende Nettogewinn betrug $6.7 million f眉r das Quartal und $15.3 million f眉r die sechs Monate. Die liquiden Mittel stiegen zum 30. Juni 2025 auf $57.4 million (von $28.7 million zum Jahresende 2024), und die Gesamtverm枚genswerte beliefen sich auf $1.477 billion.
Das Unternehmen hat Refinanzierungsma脽nahmen abgeschlossen: Es gab $500.0 million vorrangige Anleihen mit 7,250% Kupon und F盲lligkeit 2030 aus und verwendete den Erl枚s zur Abl枚sung der fr眉heren 2026-Anleihen sowie zur R眉ckzahlung von Kreditfazilit脙陇tsdarlehen. Am 6. August 2025 schloss Aris eine endg眉ltige Fusionsvereinbarung mit Western Midstream Partners, LP, wonach Inhaber ausgew盲hlte Kombinationen aus WES-Einheiten und/oder Bargeld erhalten, vorbehaltlich Proration und K眉ndigungsbestimmungen. Das TRA wurde ge盲ndert und eine vorzeitige Abfindung bei Kontrollwechsel wurde auf $183.4 million gesch盲tzt, mit einer aggregierten Barauszahlung von $80.0 million an TRA-Inhaber beim Closing.
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ______ to ______
Commission File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) | (Zip Code) |
(
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | ☒ | |
Non-accelerated filer | ☐ | Smaller reporting company | |
Emerging growth company |
If an emerging growth company indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of August 8, 2025, the registrant had
Table of Contents
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION | |||
Cautionary Note Regarding Forward-Looking Statements | 3 | ||
Item 1. | Financial Statements (unaudited) | 6 | |
Condensed Consolidated Balance Sheets | 6 | ||
Condensed Consolidated Statements of Operations | 7 | ||
Condensed Consolidated Statements of Cash Flows | 8 | ||
Condensed Consolidated Statements of Stockholders’ Equity | 9 | ||
Notes to Unaudited Condensed Consolidated Financial Statements | 10 | ||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 31 | |
Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 47 | |
Item 4. | Controls and Procedures | 47 | |
PART II. OTHER INFORMATION | 48 | ||
Item 1. | Legal Proceedings | 48 | |
Item 1A. | Risk Factors | 48 | |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 51 | |
Item 3. | Defaults upon Senior Securities | 52 | |
Item 4. | Mine Safety Disclosures | 52 | |
Item 5. | Other Information | 52 | |
Item 6. | Exhibits | 52 | |
Signatures | 54 | ||
2
Table of Contents
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10‑Q (this “Quarterly Report”) includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact contained in this Quarterly Report, including, without limitation, statements regarding our future results of operations or financial condition, business strategy and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “guidance,” “preliminary,” “project,” “estimate,” “outlook,” “expect,” “continue,” “will,” “intend,” “plan,” “targets,” “believe,” “forecast,” “future,” “potential,” “should,” “may,” “possible,” “could” and variations of such words or similar expressions.
You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition and operating results. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 (our “2024 Annual Report”) and found elsewhere in this Quarterly Report, including, but not limited to, the following:
| ● | the impact of the ongoing Russia-Ukraine and Middle Eastern conflicts on the global economy, including its impacts on financial markets and the energy industry; |
| ● | the level of capital spending and development by oil and gas companies, including potential reductions in capital expenditures by oil and gas producers in response to commodity price volatility and/or reduced demand; |
| ● | our reliance on a limited number of customers and a particular region for substantially all of our revenues; |
| ● | the risk that the Merger (as defined below) between the Company and WES (as defined below) may not be completed on the anticipated terms and expected timing, or at all, including obtaining required regulatory approvals and stockholder approval; |
| ● | the possibility that any of the anticipated benefits of the Merger will not be realized or will not be realized within the expected time period; |
| ● | the risk that disruptions from the Merger will harm our business, including current plans and operations and that management's time and attention will be diverted on Merger-related issues; |
| ● | potential adverse reactions or changes to business relationships resulting from the announcement, pendency or completion of the Merger; |
| ● | potential litigation relating to the Merger that could be instituted against us or our directors or officers; |
| ● | our ability to successfully implement our business plan; |
| ● | regional impacts to our business, including our infrastructure assets within the Delaware Basin and Midland Basin formations of the Permian Basin; |
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| ● | our access to capital to fund expansions, acquisitions and our working capital needs and our ability to obtain debt or equity financing on satisfactory terms; |
| ● | the impact of competition on our operations, including our ability to renew or replace expiring contracts on acceptable terms; |
| ● | the degree to which our exploration and production customers may elect to operate their water-management services in-house rather than outsource these services to companies like us; |
| ● | changes in general economic conditions and commodity prices; |
| ● | our customers’ ability to complete and produce new wells; |
| ● | our ability to comply with covenants contained in our debt instruments; |
| ● | risks related to acquisitions, organic growth projects and other commercial opportunities that we may pursue, such as using treated produced water for industrial purposes or mineral extraction from produced water, including our ability to realize their expected benefits; |
| ● | capacity constraints on regional oil, natural gas and water gathering, processing and pipeline systems that result in a slowdown or delay in drilling and completion activity, and thus a slowdown or delay in the demand for our services; |
| ● | the degree to which consolidation among our customers may affect spending on U.S. drilling and completions in the near-term; |
| ● | the potential deterioration of our customers’ financial condition, including defaults resulting from actual or potential insolvencies; |
| ● | our ability to retain key management and employees and to hire and retain skilled labor; |
| ● | our health, safety and environmental performance; |
| ● | the impact of current and future laws, rulings and federal and state governmental regulations, including those related to hydraulic fracturing, accessing water, handling of produced water, carbon pricing, taxation of emissions, seismic activity, drilling and right-of-way access on federal and state lands and various other matters; |
| ● | delays or restrictions in obtaining, utilizing or maintaining permits and/or rights-of-way by us or our customers; |
| ● | advances in technologies or practices that reduce the amount of water used or produced in the oil and gas production process, thereby reducing demand for our services; |
| ● | changes in global political or economic conditions, both generally, and in the specific markets we serve, such as economic slowdown or recession, or uncertainty regarding the timing, pace and extent of an economic recovery; |
| ● | trade policy of domestic and foreign governments, including the imposition of tariffs or other levies on cross-border movement of goods and services; |
| ● | physical, electronic and cybersecurity breaches; |
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| ● | accidents, weather, seasonality or other events affecting our business; |
| ● | changes in laws, regulations or policies; |
| ● | the effects of litigation or other disputes; |
| ● | plans, objectives, expectations and intentions contained in this report that are not historical; and |
| ● | the other risks described in our 2024 Annual Report filed with the United States Securities and Exchange Commission (“SEC”). |
Many of the factors that will determine our future results are beyond the ability of management to control or predict. Should one or more of the risks or uncertainties described in this Quarterly Report or in our 2024 Annual Report occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. All forward-looking statements, expressed or implied, are expressly qualified in their entirety by this cautionary statement.
The forward-looking statements in this Quarterly Report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report to reflect events or circumstances after the date of this Quarterly Report or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments.
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PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
Aris Water Solutions, Inc.
Condensed Consolidated Balance Sheets
(unaudited)
(in thousands, except for share and per share amounts) |
| June 30, | December 31, | |||
| 2025 | 2024 | ||||
Assets |
|
| ||||
Cash | $ | | $ | | ||
Accounts Receivable, Net | | | ||||
Accounts Receivable from Affiliate | | | ||||
Other Receivables | | | ||||
Other Current Assets | | | ||||
Total Current Assets | | | ||||
Fixed Assets | ||||||
Property, Plant and Equipment | | | ||||
Accumulated Depreciation | ( | ( | ||||
Total Property, Plant and Equipment, Net | | | ||||
Intangible Assets, Net | | | ||||
Goodwill | | | ||||
Deferred Income Tax Assets, Net | | | ||||
Operating Lease Right-of-Use Assets, Net | | | ||||
Other Assets | | | ||||
Total Assets | $ | | $ | | ||
Liabilities and Stockholders' Equity | ||||||
Accounts Payable | $ | | $ | | ||
Payables to Affiliate | | | ||||
Insurance Premium Financing Liability | | | ||||
Accrued and Other Current Liabilities | | | ||||
Total Current Liabilities | | | ||||
Long-Term Debt, Net of Debt Issuance Costs | | | ||||
Asset Retirement Obligations | | | ||||
Tax Receivable Agreement Liability | | | ||||
Other Long-Term Liabilities | | | ||||
Total Liabilities | | | ||||
Commitments and Contingencies (see Note 11) | ||||||
Stockholders' Equity | ||||||
Preferred Stock $ | ||||||
Class A Common Stock $ | | | ||||
Class B Common Stock $ | | | ||||
Treasury Stock (at Cost), | ( | ( | ||||
Additional Paid-in-Capital | | | ||||
Retained Earnings | | | ||||
Total Stockholders' Equity Attributable to Aris Water Solutions, Inc. | | | ||||
Noncontrolling Interest | | | ||||
Total Stockholders' Equity | | | ||||
Total Liabilities and Stockholders' Equity | $ | | $ | | ||
The accompanying notes are an integral part of these condensed consolidated financial statements
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Aris Water Solutions, Inc.
Condensed Consolidated Statements of Operations
(unaudited)
Three Months Ended | Six Months Ended | |||||||||||
(in thousands, except for share and per share amounts) | June 30, | June 30, | ||||||||||
| 2025 |
| 2024 |
| 2025 |
| 2024 | |||||
Revenue | ||||||||||||
Produced Water Handling | $ | | $ | | $ | | $ | | ||||
Produced Water Handling — Affiliate | | | | | ||||||||
Water Solutions | | | | | ||||||||
Water Solutions — Affiliate | | | | | ||||||||
Other Revenue | | | | | ||||||||
Total Revenue | | | | | ||||||||
Cost of Revenue | ||||||||||||
Direct Operating Costs | | | | | ||||||||
Cost of Goods Sold | | — | | — | ||||||||
Depreciation, Amortization and Accretion | | | | | ||||||||
Total Cost of Revenue | | | | | ||||||||
Operating Costs and Expenses | ||||||||||||
Abandoned Well Costs | | ( | | | ||||||||
General and Administrative | | | | | ||||||||
Research and Development Expense | | | | | ||||||||
Other Operating (Income) Expense, Net | ( | | | | ||||||||
Total Operating Expenses | | | | | ||||||||
Operating Income | | | | | ||||||||
Other Expense | ||||||||||||
Interest Expense, Net | | | | | ||||||||
Other | — | — | | | ||||||||
Total Other Expense | | | | | ||||||||
Income Before Income Taxes | | | | | ||||||||
Income Tax Expense | | | | | ||||||||
Net Income | | | | | ||||||||
Net Income Attributable to Noncontrolling Interest | | | | | ||||||||
Net Income Attributable to Aris Water Solutions, Inc. | $ | | $ | | $ | | $ | | ||||
Net Income Per Share of Class A Common Stock | ||||||||||||
Basic | $ | | $ | | $ | | $ | | ||||
Diluted | $ | | $ | | $ | | $ | | ||||
Weighted Average Shares of Class A Common Stock Outstanding | ||||||||||||
Basic | ||||||||||||
Diluted | ||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
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Aris Water Solutions, Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited)
(in thousands) | Six Months Ended June 30, | |||||
| 2025 |
| 2024 | |||
Cash Flow from Operating Activities | ||||||
Net Income | $ | | $ | | ||
Adjustments to reconcile Net Income to Net Cash Provided by Operating Activities: | ||||||
Deferred Income Tax Expense | | | ||||
Depreciation, Amortization and Accretion | | | ||||
Stock-Based Compensation | | | ||||
Abandoned Well Costs | | | ||||
Loss on Disposal of Assets, Net | | | ||||
Abandoned Projects | | | ||||
Amortization of Debt Issuance Costs, Net | | | ||||
Loss on Debt Extinguishment | | — | ||||
Other | | | ||||
Changes in Operating Assets and Liabilities: | ||||||
Accounts Receivable | ( | ( | ||||
Accounts Receivable from Affiliate | ( | ( | ||||
Other Receivables | | ( | ||||
Other Current Assets | | | ||||
Accounts Payable | | | ||||
Payables to Affiliate | ( | ( | ||||
Accrued Liabilities and Other | ( | ( | ||||
Net Cash Provided by Operating Activities | | | ||||
Cash Flow from Investing Activities | ||||||
Property, Plant and Equipment Expenditures | ( | ( | ||||
Cash Paid for Acquisitions | ( | — | ||||
Proceeds from the Sale of Property, Plant and Equipment | | | ||||
Net Cash Used in Investing Activities | ( | ( | ||||
Cash Flow from Financing Activities | ||||||
Dividends and Distributions Paid | ( | ( | ||||
Repurchase of Shares for the Payment of Withholding Taxes | ( | ( | ||||
Repayment of Credit Facility | ( | ( | ||||
Proceeds from Credit Facility | | | ||||
Proceeds from 2030 Notes | | — | ||||
Satisfaction and Discharge of 2026 Notes | ( | — | ||||
Payment of Debt Issuance Costs Related to 2030 Notes | ( | — | ||||
Payment of Insurance Premium Financing | ( | ( | ||||
Payment of Finance Leases | ( | — | ||||
Net Cash Provided by Financing Activities | | | ||||
Net Increase in Cash | | | ||||
Cash, Beginning of Period | | | ||||
Cash, End of Period | $ | | $ | | ||
Supplementary Cash Flow Data |
| |||||
Cash Paid for Interest | $ | | $ | | ||
Cash Paid for Income Taxes | $ | | $ | | ||
The accompanying notes are an integral part of these condensed consolidated financial statements
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Aris Water Solutions, Inc.
Condensed Consolidated Statements of Stockholders’ Equity
(unaudited)
| Three and Six Months Ended June 30, 2025 | ||||||||||||||||||||||||||
(in thousands, except for share and per share amounts) | Class A | Class B | Additional | Non- | Total | ||||||||||||||||||||||
Common Stock | Common Stock | Paid-in | Treasury Stock | Retained | controlling | Stockholders' | |||||||||||||||||||||
Amount |
| Shares |
| Amount |
| Shares |
| Capital |
| Amount |
| Shares |
| Earnings |
| Interest |
| Equity | |||||||||
Balance at January 1, 2025 | $ | | | $ | | | $ | | $ | ( | | $ | | $ | | $ | | ||||||||||
Redemption of Class B Shares for Class A Shares | | | ( | ( | | - | - | - | ( | - | |||||||||||||||||
Stock-Based Compensation Expense | | | - | - | | - | - | - | ( | | |||||||||||||||||
Increase in TRA Liability Related to Share Redemption | - | - | - | - | ( | - | - | - | - | ( | |||||||||||||||||
Deferred Tax Assets Acquired | - | - | - | - | | - | - | - | - | | |||||||||||||||||
Dividends and Distributions ($ | - | - | - | - | - | - | - | ( | ( | ( | |||||||||||||||||
Purchase of Treasury Stock | - | - | - | - | - | ( | | - | - | ( | |||||||||||||||||
Net Income | - | - | - | - | - | - | - | | | | |||||||||||||||||
Balance at March 31, 2025 | $ | | | $ | | | $ | | $ | ( | | $ | | $ | | $ | | ||||||||||
Stock-Based Compensation Expense | - | | - | - | | - | - | - | | | |||||||||||||||||
Deferred Tax Liabilities Acquired | - | - | - | - | ( | - | - | - | - | ( | |||||||||||||||||
Tax-Related Partnership Distribution Payable | - | - | - | - | - | - | - | - | ( | ( | |||||||||||||||||
Dividends and Distributions ($ | - | - | - | - | - | - | - | ( | ( | ( | |||||||||||||||||
Purchase of Treasury Stock | - | - | - | - | - | ( | | - | - | ( | |||||||||||||||||
Net Income | - | - | - | - | - | - | - | | | | |||||||||||||||||
Balance at June 30, 2025 | $ | | | $ | | | $ | | $ | ( | | $ | | $ | | $ | | ||||||||||
| Three and Six Months Ended June 30, 2024 | ||||||||||||||||||||||||||
(in thousands, except for share and per share amounts) | Class A | Class B | Additional | Retained Earnings | Non- | Total | |||||||||||||||||||||
Common Stock | Common Stock | Paid-in | Treasury Stock | (Accumulated | controlling | Stockholders' | |||||||||||||||||||||
Amount |
| Shares |
| Amount |
| Shares |
| Capital |
| Amount |
| Shares |
| Deficit) |
| Interest |
| Equity | |||||||||
Balance at January 1, 2024 | $ | | | $ | | | $ | | $ | ( | | $ | ( | $ | | $ | | ||||||||||
Stock-Based Compensation Expense | | | - | - | | - | - | - | ( | | |||||||||||||||||
Deferred Tax Assets Acquired | - | - | - | - | | - | - | - | - | | |||||||||||||||||
Dividends and Distributions ($ | - | - | - | - | - | - | - | ( | ( | ( | |||||||||||||||||
Purchase of Treasury Stock | - | - | - | - | ( | ( | | - | | ( | |||||||||||||||||
Net Income | - | - | - | - | - | - | - | | | | |||||||||||||||||
Balance at March 31, 2024 | $ | | | $ | | | $ | | $ | ( | | $ | | $ | | $ | | ||||||||||
Stock-Based Compensation Expense | - | | - | - | | - | - | - | | | |||||||||||||||||
Deferred Tax Liabilities Acquired | - | - | - | - | ( | - | - | - | - | ( | |||||||||||||||||
Dividends and Distributions ($ | - | - | - | - | - | - | - | ( | ( | ( | |||||||||||||||||
Purchase of Treasury Stock | - | - | - | - | - | ( | | - | - | ( | |||||||||||||||||
Net Income | - | - | - | - | - | - | - | | | | |||||||||||||||||
Balance at June 30, 2024 | $ | | | $ | | | $ | | $ | ( | | $ | | $ | | $ | | ||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
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Aris Water Solutions, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
(unaudited)
1.Organization and Background of Business
Aris Water Solutions, Inc. (“Aris Inc.,” the “Company,” “we,” “our,” or “us”) is an independent, environmentally-focused company headquartered in Houston, Texas, that, through its controlling interest in Aris Water Holdings, LLC (formerly known as Solaris Midstream Holdings, LLC), a Delaware limited liability company (“Aris LLC”), provides sustainability-enhancing services to oil and natural gas operators. We strive to build long-term value through the development, construction and operation of integrated produced water handling and recycling infrastructure that provides high-capacity, comprehensive produced water management, recycling and supply solutions for operators in the Permian Basin.
We are the parent holding company of Aris LLC. As the sole managing member of Aris LLC, we operate and control the business and affairs of Aris LLC, and through Aris LLC and its subsidiaries, conduct our business. We consolidate the financial results of Aris LLC and report a noncontrolling interest related to the portion of Aris LLC units not owned by us.
These unaudited condensed consolidated financial statements reflect the financial statements of the consolidated Company including Aris Inc., Aris LLC and Aris LLC’s subsidiaries.
Planned Merger of the Company with Western Midstream Partners, LP
On August 6, 2025, Aris Inc. and Aris LLC entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Western Midstream Partners, LP, a Delaware limited partnership (“WES”) and wholly-owned subsidiaries of WES, pursuant to which, and upon the terms and subject to the conditions set forth therein, Aris Inc. and Aris LLC will be acquired and continue as wholly-owned subsidiaries of WES (the “Merger”). Upon the terms and subject to the conditions of the Merger Agreement, each unit of Aris LLC and corresponding share of Class B common stock together and each share of Class A common stock will be converted into the right to receive, pursuant to an election, one of the following forms of consideration: (i) a combination of
The Merger Agreement contains certain termination rights for the Company and WES, including, among other customary termination rights: (i) by either the Company or WES, if (A) the closing is not consummated on or prior to February 6, 2026, subject to a extension in certain circumstances for the sole purpose of obtaining regulatory clearances or (B) the Company stockholder approval is not obtained at the stockholder meeting; (ii) by WES, prior to the receipt of the Company stockholder approval, in the event of a change of recommendation by the Company board, or (iii) by the Company, prior to the receipt of the Company stockholder approval and if the Company has complied in all material respects with its obligations under the non-solicitation covenant of the Merger Agreement, in order to enter into a definitive agreement with respect to a superior offer, subject to the obligation of the Company to pay WES the termination fee described below.
The Merger Agreement further provides that, if the Merger Agreement is terminated (i) by WES in the event of a change of recommendation by the Company board or (ii) by the Company to enter into a definitive agreement providing for a superior offer, the Company would be required to pay WES a termination fee of $
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Simultaneously with the execution of the Merger Agreement, the Company, WES and stockholders representing a majority in interest of the TRA Holders (as defined in footnote 6 below) entered into an amendment to the Tax Receivable Agreement, dated as of October 26, 2021 (the “TRA” and such amendment, the “TRA Amendment”). The consummation of the transactions contemplated by the Merger Agreement would constitute a change of control (as defined in the TRA), which would trigger the obligation to make an early termination payment (as defined in the TRA) to the TRA Holders under the TRA estimated to be approximately $
The above description of the Merger Agreement, the TRA Amendment and the transactions contemplated thereby, including certain referenced terms, is a summary of certain principal terms and conditions contained in the Merger Agreement or the TRA Amendment.
2.Basis of Presentation and Significant Accounting Policies
Basis of Presentation
All dollar amounts, except per share/unit amounts, in the condensed consolidated financial statements and tables in the notes are stated in thousands of dollars unless otherwise indicated.
Revision of Previously Issued Financial Statements
As previously disclosed in our Quarterly Report for the three months ended March 31, 2025, we have revised the Tax Receivable Agreement liability and the related Deferred Income Tax Assets, Net and Additional Paid-in-Capital balances to correct immaterial misstatements. The amounts as of June 30, 2024 in these financial statements have been revised and are presented as “As Revised” in the table below:
(in thousands) | Balance at June 30, 2024 | ||||||||
Ending Additional Paid-in-Capital and Total Stockholders' Equity | As Previously Reported | Revision | As Revised | ||||||
Additional Paid-in-Capital | $ | | $ | | $ | | |||
Total Stockholders' Equity | | | | ||||||
The error had no impact on the results of operations in our previously reported consolidated statements of operations, including net income or net income per share, or to cash flows in our previously reported consolidated statements of cash flows.
Interim Financial Statements
These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These financial statements have not been audited by our independent registered public accounting firm.
These condensed consolidated financial statements include the adjustments and accruals, all of which are of a normal recurring nature, necessary for a fair presentation of the results for the interim periods. These interim results are not necessarily indicative of results for a full year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial
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statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2024.
Consolidation
We have determined that the members with equity at risk in Aris LLC lack the authority, through voting rights or similar rights, to direct the activities that most significantly impact Aris LLC’s economic performance; therefore, Aris LLC is considered a variable interest entity. As the managing member of Aris LLC, we operate and control all of the business and affairs of Aris LLC, as well as have the obligation to absorb losses and the right to receive benefits that could be potentially significant to us. Therefore, we are considered the primary beneficiary and consolidate Aris LLC.
Noncontrolling Interest
As of June 30, 2025, we own approximately
Use of Estimates
Management has made certain estimates and assumptions that affect reported amounts in these condensed consolidated financial statements and disclosures of contingencies. These estimates include, among others, determining the fair values of assets acquired, liabilities assumed, and/or contingent consideration paid in acquisitions or nonmonetary exchanges or disposed of through sale, determining the fair value and related impairment of long-lived assets, determining the fair value of performance-based restricted stock units (“PSUs”), useful lives of property, plant and equipment and amortizable intangible assets, goodwill impairment testing, the fair value of asset retirement obligations, accruals for environmental matters, the income tax provision, valuation allowances for deferred tax assets and our Tax Receivable Agreement (“TRA”) liability.
Management evaluates estimates and assumptions on an ongoing basis using historical experience and other factors, including current economic and industry conditions. Actual results could differ from management’s estimates as additional information or actual results become available in the future, and those differences could be material.
Business Combinations
We account for business combinations under Accounting Standards Codification 805 – Business Combinations, which, among other things, requires the allocation of the company’s purchase price to the various assets and liabilities of the acquired business at their respective fair values at the date of acquisition. Any excess of the acquisition price over the fair values of the identifiable assets and liabilities is recorded as goodwill, provided that the criteria for defining a business are met.
We perform valuations of assets acquired and liabilities assumed and allocate the purchase price to the respective assets and liabilities. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue, costs and cash flows, discount rates, and selection of comparable companies. Transaction costs associated with business combinations are expensed as incurred and are in included in “Other Operating (Income) Expense, Net” in the condensed consolidated statements of operations.
Reclassification of Prior Year Presentation
Certain prior period amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations.
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Significant Accounting Policies
See Note 2. Significant Accounting Policies to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024 for the discussion of our significant accounting policies. There were no significant updates or revisions to our accounting policies during the six months ended June 30, 2025.
Fair Value Information
The fair value of our
(in thousands) | June 30, 2025 | December 31, 2024 | ||||||||||
Carrying | Fair | Carrying | Fair | |||||||||
| Amount |
| Value |
| Amount |
| Value | |||||
2030 Notes | $ | | $ | | $ | — | $ | — | ||||
2026 Notes | $ | — | $ | — | $ | | $ | | ||||
Credit Facility | $ | — | $ | — | $ | | $ | | ||||
See Note 7. Debt for additional information regarding our debt as of June 30, 2025.
The carrying values of our other financial instruments, consisting of cash, accounts receivable, financing receivable, accounts payable and our insurance premium financing liability, approximate their fair values due to the short maturity of such instruments.
Intangible Assets
Intangible assets are net of accumulated amortization of $
Related Parties
We and ConocoPhillips, a significant stockholder, and/or its affiliates are parties to long-term water gathering and handling and water supply agreements. Under the water gathering and handling agreements, ConocoPhillips and/or its affiliates have dedicated to us all of the produced water generated from acreage in certain defined areas in the Permian Basin. Under the water supply agreement, which was amended and restated in 2024, we have the first right to supply recycled water and groundwater to ConocoPhillips and its affiliates for their operations in New Mexico within the dedicated acreage.
In July 2025, we extended our water gathering and handing agreement with ConocoPhillips from May 31, 2033 to May 31, 2040.
As of June 30, 2025 and December 31, 2024, we had receivables of $
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In January 2025, we entered into an agreement with ConocoPhillips to purchase
Collaborative Arrangements
We have a beneficial reuse strategic agreement (the “Joint Industry Project” or “JIP”) with Chevron U.S.A. Inc., ConocoPhillips, Exxon Mobil Corporation and Coterra Energy Inc. (collectively with us, the “alliance members”) to develop and pilot technologies and processes to treat produced water for potential beneficial reuse opportunities. We account for reimbursements of research and development costs under the JIP as contra-expenses in the period such expenses are incurred. This reflects the joint risk sharing nature of these activities within the collaborative arrangement. We classify advance billings or receivables recorded as “Accrued and Other Current Liabilities” or “Other Receivables,” respectively, on our condensed consolidated balance sheet. See Note 3. Additional Financial Statement Information.
Total research and development expense related to the JIP, which is split equally among alliance members, was $
Financing Receivable
We have an agreement with a third party to construct and operate a water separation facility on their behalf. The amount due for the construction costs is treated as a financing receivable and is reported on our condensed consolidated balance sheet at its amortized cost. As of June 30, 2025, the remaining discounted balance due from the third party was $
Recent Accounting Pronouncements
In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” The amendments in this ASU require public business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses including purchases of inventory, employee compensation and depreciation, amortization and depletion expenses for each caption on the income statement where such expenses are included. Additionally, the amendments also require more granular disclosure regarding total selling expenses and an entity's definition of those expenses. This ASU was updated in January 2025, under ASU 2025-01, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date” to clarify that this ASU is effective for annual periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027 and may be applied prospectively or retrospectively. We are currently assessing the impact of this standard on our condensed consolidated financial statements and related disclosures.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The amendments in this ASU primarily relate to the rate reconciliation and income taxes paid disclosures and improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. This ASU is effective for annual periods beginning after December 15, 2024 and may be applied prospectively or retrospectively. We do not expect a material impact on our condensed consolidated financial statements and related disclosures upon adoption.
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3.Additional Financial Statement Information
Balance Sheet
Other balance sheet information is as follows:
(in thousands) |
| June 30, | December 31, | |||
| 2025 | 2024 | ||||
Other Receivables | ||||||
Insurance and Third-Party Receivables for Remediation Expenses | $ | | $ | | ||
Reimbursable Research and Development Receivable | | | ||||
Property Insurance Receivable | | | ||||
Financing Receivable | | | ||||
Reimbursable Projects | | | ||||
Total Other Receivables | $ | | $ | | ||
Other Current Assets | ||||||
Prepaid Insurance | $ | | $ | | ||
Income Tax Receivable | | — | ||||
Prepaids and Deposits | | | ||||
Total Other Current Assets | $ | | $ | | ||
Accrued and Other Current Liabilities | ||||||
Accrued Operating Expense | $ | | $ | | ||
Accrued Capital Costs | | | ||||
Accrued Interest | | | ||||
Accrued Compensation | | | ||||
Accrued General and Administrative Expense | | | ||||
Sales Tax Payable | | | ||||
| | |||||
| | |||||
Contingent Consideration Liability | | | ||||
Advance Billings for Reimbursable Research and Development Expense | | | ||||
Tax-Related Partnership Distribution Payable | | | ||||
Indemnity Holdback Liability | | — | ||||
Other | | | ||||
Total Accrued and Other Current Liabilities | $ | | $ | | ||
Other Long-Term Liabilities | ||||||
$ | | $ | | |||
| | |||||
Contingent Consideration Liability | | | ||||
Total Other Long-Term Liabilities | $ | | $ | | ||
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Statement of Operations
Other statement of operations information is as follows:
(in thousands) | Three Months Ended | Six Months Ended | ||||||||||
June 30, | June 30, | |||||||||||
| 2025 |
| 2024 |
| 2025 |
| 2024 | |||||
Depreciation, Amortization and Accretion Expense | ||||||||||||
Depreciation of Property, Plant and Equipment | $ | | $ | | $ | | $ | | ||||
Amortization of Intangible Assets | | | | | ||||||||
Accretion of Asset Retirement Obligations | | | | | ||||||||
Amortization of Finance Right-of-Use Assets | | — | | — | ||||||||
Total Depreciation, Amortization and Accretion Expense | $ | | $ | | $ | | $ | | ||||
Other Operating (Income) Expense, Net | ||||||||||||
Loss on Disposal of Assets, Net | $ | | $ | | $ | | $ | | ||||
Transaction Costs | | | | | ||||||||
Abandoned Projects | — | | | | ||||||||
Other | ( | ( | ( | ( | ||||||||
Other Operating (Income) Expense, Net | $ | ( | $ | | $ | | $ | | ||||
Interest Expense | ||||||||||||
Interest on Debt Instruments | $ | | $ | | $ | | $ | | ||||
Amortization of Debt Issuance Costs | | | | | ||||||||
Interest on Finance Lease Obligations | | — | | — | ||||||||
Total Interest Expense | | | | | ||||||||
Less: Capitalized Interest | ( | ( | ( | ( | ||||||||
Total Interest Expense, Net | $ | | $ | | $ | | $ | | ||||
4.Property, Plant and Equipment
Property, plant and equipment (“PP&E”) is stated at cost, less accumulated depreciation. Depreciation is calculated on a straight-line basis over the estimated useful service life of the asset.
PP&E consists of the following:
(in thousands) |
| June 30, | December 31, | |||
| 2025 | 2024 | ||||
Wells, Facilities, Water Ponds and Related Equipment | $ | | $ | | ||
Pipelines | | | ||||
Vehicles, Equipment, Site Improvements and Other | | | ||||
Assets Subject to Depreciation | | | ||||
Land | | | ||||
Projects and Construction in Progress | | | ||||
Total Property, Plant and Equipment | | | ||||
Accumulated Depreciation | ( | ( | ||||
Total Property, Plant and Equipment, Net | $ | | $ | | ||
Accrued PP&E additions totaled $
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Abandoned Assets
During the three and six months ended June 30, 2025, we recognized $
During the six months ended June 30, 2024, we recognized $
Abandoned Projects
During the six months ended June 30, 2025 and 2024, we recorded $
5. Acquisitions
Reeves County Asset Acquisition
In the second quarter of 2025, we completed the purchase of
At the time of purchase, we allocated $
Crosstek Business Acquisition
In February 2025, we acquired intellectual property rights, a skilled workforce and assets from Crosstek Membrane Technology LLC (“Crosstek”) (the “Crosstek Acquisition”) to help us accelerate our entry into broader industrial markets, including industrial water and wastewater treatment. Crosstek provides high recovery water treatment solutions for numerous water and wastewater markets. Crosstek operates across multiple states in the United States and develops projects which apply reverse osmosis technology for industrial customers to improve water recycling efficiency. Total consideration for the acquisition was $
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was discounted based on expected cash payments. The contingent consideration of $
We allocated $
6.Tax Receivable Agreement Liability
Our tax receivable agreement (“TRA”) with certain of the legacy owners of Aris LLC units (each such person, a “TRA Holder,” and together, the “TRA Holders”) generally provides for the payment by us to each TRA Holder of
As of June 30, 2025 and December 31, 2024, the estimated TRA liability totaled $
If we experience a change of control (as defined under the TRA, which includes certain mergers, asset sales and other forms of business combinations and change of control events) or the TRA terminates early (at our election or as a result of our breach), we could be required to make an immediate lump-sum payment (or “early termination payment”) under the terms of the TRA, which can be significantly impacted by the closing price of our Class A shares on the applicable termination date or change in control date.
On August 6, 2025, the Company entered into an amendment to the TRA. See the discussion of the TRA Amendment in Note 1. Organization and Background of Business.
7.Debt
Our debt consists of the following:
(in thousands) |
| June 30, | December 31, | |||
| 2025 | 2024 | ||||
$ | | $ | — | |||
— | | |||||
Credit Facility (1) | — | | ||||
Total Long-Term Debt | | | ||||
Less: Unamortized Debt Issuance Costs | ( | ( | ||||
Total Long-Term Debt, Net of Debt Issuance Costs | | | ||||
Insurance Premium Financing Liability | | | ||||
Total Debt | $ | | $ | | ||
| (1) | We had |
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On March 25, 2025, we issued $
The 2030 Notes are unsecured and effectively subordinated to the Credit Facility to the extent of the value of the collateral securing the Credit Facility (see below). The 2030 Notes are guaranteed on a senior unsecured basis by our wholly-owned subsidiaries. Interest on the 2030 Notes is payable on April 15 and October 15 of each year.
We may redeem all or part of the 2030 Notes at any time on or after April 15, 2027 at redemption prices ranging from
Satisfaction and Discharge of
Our 2026 Notes were due on April 1, 2026. In March 2025, pursuant to the terms of the indentures governing the 2026 Notes, Aris LLC issued a notice of full redemption and used a portion of the proceeds from the 2030 Notes as an irrevocable deposit with the trustee to fund the payment of the $
After the irrevocable deposit with the trustee, our obligations under the indentures were satisfied and discharged, and the transactions were accounted for as debt extinguishments. Upon extinguishment of the 2026 Notes, we derecognized the $
Credit Facility
Our amended and restated credit agreement (as it may be amended and/or restated from time to time, the “Credit Agreement”) provides for, among other things, (i) commitments of $
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drawn, and net of all unrestricted cash and cash equivalents if the facility is undrawn, (vi) a leverage ratio covenant test level which is currently
The Credit Facility provides for:
| i. | Base rate borrowings that bear interest at the highest of (a) the prime rate, (b) the federal funds effective rate plus |
| ii. | SOFR borrowings that bear interest at Term SOFR plus SOFR Adjustment of |
In addition, the Credit Facility provides for commitment fee rates that range from
We used a portion of the proceeds from the issuance of the 2030 Notes to fully repay the then outstanding borrowings under the Credit Facility. As of June 30, 2025, we had $
The Credit Facility is secured by all the real and material personal property owned by Aris LLC or any of its subsidiaries, other than certain excluded assets. As of June 30, 2025, we were in compliance with all covenants contained in the Credit Facility.
Insurance Premium Financing
In the fourth quarter of 2024, we entered into a short-term agreement with a third-party to finance certain insurance premiums for an aggregate amount of $
8.Leases
In the normal course of business, we enter into lease agreements to support our operations. Our operating leased assets include right-of-way easements for our wells and facilities, office space and other assets. Our finance leases include field vehicles.
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Balance Sheet Information
The following table shows the classification and location of our right-of-use assets and lease liabilities on our condensed consolidated balance sheet:
(in thousands) | June 30, | December 31, | |||
2025 | 2024 | ||||
Operating Leases | |||||
Assets | |||||
Operating Lease Right-of-Use Assets, Net | $ | | $ | | |
Liabilities | |||||
| | ||||
| | ||||
Finance Leases | |||||
Assets | |||||
Property, Plant and Equipment | $ | | $ | | |
Less: Accumulated Depreciation | ( | ( | |||
| | ||||
Liabilities | |||||
| | ||||
| | ||||
Statement of Operations Information
The following table provides the components of lease costs recognized in our condensed consolidated statements of operations for the periods indicated:
(in thousands) | Three Months Ended June 30, | Six Months Ended June 30, | |||||||||
2025 |
| 2024 | 2025 |
| 2024 | ||||||
Operating Lease Costs | |||||||||||
Direct Operating Costs (1) | $ | | $ | | $ | | $ | | |||
General and Administrative (1) | | | | | |||||||
Research and Development Expense (1) | | — | | — | |||||||
Finance Lease Costs | |||||||||||
Amortization of Right-of-Use Assets (2) | | — | | — | |||||||
Interest on Lease Obligations (3) | | — | | — | |||||||
Total Lease Cost | $ | | $ | | $ | | $ | | |||
| (1) | Does not include short-term lease costs. |
| (2) | Included in “Depreciation, Amortization and Accretion” in our condensed consolidated statements of operations. |
| (3) | Included in “Interest Expense, Net” in our condensed consolidated statements of operations. |
During the third quarter of 2024, we entered into an agreement to begin leasing a portion of our field vehicles, which are accounted for as finance leases and primarily have an initial term of
Short-term Leases
Our short-term lease costs, consisting primarily of field equipment rentals, totaled $
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Cash Flow Information
The following table summarizes supplemental cash flow information related to our leases:
Six Months Ended June 30, | |||||
2025 |
| 2024 | |||
Cash Paid for Amounts Included in the Measurement of Lease Liabilities | |||||
Operating Cash Flows from Operating Leases | $ | | $ | | |
Operating Cash Flows from Finance Leases | | — | |||
Financing Cash Flows from Finance Leases | | — | |||
Right-of-Use Assets Obtained in Exchange for Lease Liabilities, Net | |||||
Operating Leases | $ | | $ | | |
Finance Leases | | — | |||
Lease Terms and Discount Rates
The following table provides lease terms and discount rates related to our leases:
June 30, 2025 | December 31, 2024 | ||||||
Weighted Average Remaining Lease Term (Years) | |||||||
Operating Leases | |||||||
Finance Leases | |||||||
Weighted Average Discount Rate | |||||||
Operating Leases | |||||||
Finance Leases | |||||||
Annual Lease Maturities
The following table provides maturities of our lease liabilities at June 30, 2025:
(in thousands) | Operating Leases | Finance Leases | Total | |||||||
Remainder of 2025 | $ | | $ | | $ | | ||||
2026 | | | | |||||||
2027 | | | | |||||||
2028 | | | | |||||||
2029 | | | | |||||||
Thereafter | | — | | |||||||
Total Lease Payments | | | | |||||||
Less: Interest | ( | ( | ( | |||||||
Present Value of Lease Liabilities | | | $ | | ||||||
Subleases
We have
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$
9.Income Taxes
Our predecessor, Aris LLC, is a Delaware limited liability company treated as a partnership for federal income tax purposes and, therefore, has not been subject to U.S. federal income tax at an entity level. As a result, the consolidated net income (loss) in our historical financial statements does not reflect the tax expense (benefit) we would have incurred if we were subject to U.S. federal income tax at an entity level during periods prior to the IPO. Aris LLC continues to be treated as a partnership for U.S. federal income tax purposes and, as such, is not subject to U.S. federal income tax. Instead, taxable income is allocated to members, including Aris Inc., and except for Texas franchise tax, any taxable income of Aris LLC is reported in the respective tax returns of its members.
Income Tax Expense
We recorded income tax expense of $
Effective Tax Rate
We record our income tax expense using an estimated annual effective tax rate (“ETR”) and recognize specific events discretely as they occur. The ETR for the six months ended June 30, 2025 and 2024 was
Deferred Tax Assets
We regularly evaluate the realizable tax benefits of deferred tax assets and record a valuation allowance, if required, based on an estimate of the amount of deferred tax assets that we believe does not meet the more-likely-than-not criteria of being realized. The balance of our “Deferred Income Tax Assets, Net” on the condensed consolidated balance sheet increased $
Tax Examinations
Aris LLC files income tax returns in the U.S. federal jurisdiction and various states. There are currently no federal or state income tax examinations underway for these jurisdictions. Its federal and state returns remain open to examination for tax years 2020 through 2024.
Update on Tax Legislation
On July 4, 2025, the United States Congress enacted H.R. 1, referred to as the One Big Beautiful Bill (“OBBB”). The OBBB contains several changes to corporate taxation including allowing for immediate
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expensing of research and development expenses and the expensing of unamortized, previously capitalized, qualified research and development expenses, a less restrictive limitation on the business interest deduction and the extension of 100% bonus depreciation for qualified properties. We are still in the process of evaluating the OBBB and an estimate of the financial impact cannot be made at this time.
10.Stockholders’ Equity
Redemptions
During the six months ended June 30, 2025 and 2024,
Dividends and Distributions
Our Board of Directors (the “Board”) declared a dividend of $
Our Board declared a dividend on our Class A common stock for the third quarter of 2025 of $
The Merger Agreement provides certain restrictions on future dividends and distributions, including a cap on quarterly dividends and distributions in excess of $
Treasury Stock
During the six months ended June 30, 2025 and 2024,
In connection with an asset acquisition in 2022, certain shares of our Class A common stock issued to the seller were held in escrow and could be released to the Company under certain conditions, including for the reimbursement of certain post-acquisition workover costs pursuant to the terms of the asset purchase agreement. During the first quarter of 2024,
With limited exceptions, the Merger Agreement precludes the Company from future repurchases or acquisition of the Company’s common stock.
11.Commitments and Contingencies
In the normal course of business, we are subject to various claims, legal actions, contract negotiations and disputes. We provide for losses, if any, in the period in which they become probable and can be
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reasonably estimated. In management’s opinion, there are currently no such matters outstanding that would have a material effect on the accompanying condensed consolidated financial statements.
Delivery Commitment
We have an agreement with an unaffiliated water disposal company to dispose of a minimum volume of produced water through June 2030. As of June 30, 2025, the remaining minimum commitment was $
Purchase Obligations
In the normal course of business, we enter into short-term purchase obligations for products and services, primarily related to purchases of pipe, pumps and other components. As of June 30, 2025, we had purchase obligations and commitments of approximately $
Environmental
We are also subject to various federal, state and local laws and regulations relating to the protection of the environment. For the three months ended June 30, 2025 and 2024, we recognized a de minimis amount and $
As of June 30, 2025, we accrued insurance proceeds and third-party receivables of $
12.Earnings Per Share
Net Income Per Share
Basic and diluted net income per share attributable to our Class A common stock is computed by dividing net income attributable to Aris Water Solutions, Inc. by the weighted average number of shares of Class A common stock outstanding for the same period, including shares of restricted stock and restricted stock units (“RSUs”), which receive nonforfeitable dividends. Shares issued during the period are weighted for the portion of the period in which the shares were outstanding.
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The following table sets forth the computation of basic and diluted net income per share attributable to our Class A common stock for the periods indicated:
Three Months Ended | Six Months Ended | ||||||||||
June 30, | June 30, | ||||||||||
(in thousands, except for share and per share amounts) | 2025 | 2024 | 2025 | 2024 | |||||||
Net Income Attributable to Stockholders' Equity | $ | | $ | | $ | | $ | | |||
Less: Net Income Attributable to Noncontrolling Interest | | | | | |||||||
Net Income Attributable to Aris Water Solutions, Inc. | | | | | |||||||
Participating Basic Earnings (1) | ( | ( | ( | ( | |||||||
Basic Net Income Attributable to Aris Water Solutions, Inc. | $ | | $ | | $ | | $ | | |||
AG真人官方location of Participating Net Income | | - | | - | |||||||
Diluted Net Income Attributable to Aris Water Solutions, Inc. | $ | | $ | | $ | | $ | | |||
Basic Weighted Average Shares Outstanding | | | | | |||||||
Dilutive Performance-Based Stock Units | | | | | |||||||
Dilutive Weighted Average Shares Outstanding | | | | | |||||||
Basic Net Income Per Share of Class A Common Stock | $ | | $ | | $ | | $ | | |||
Diluted Net Income Per Share of Class A Common Stock | $ | | $ | | $ | | $ | | |||
| (1) | Unvested shares of restricted stock and RSUs represent participating securities because they participate in nonforfeitable dividends or distributions with the common equity holders of the Company. Participating basic earnings represent the distributed and undistributed earnings of the Company attributable to participating securities. Unvested RSUs and vested but unissued RSUs do not participate in undistributed net losses as they are not contractually obligated to do so. |
Shares of Class B common stock are considered potentially dilutive shares of Class A common stock because they may be redeemed for shares of Class A common stock on a
A total of
13.Stock-Based Compensation
Our 2021 Equity Incentive Plan allows for the grant of, among other types of awards, stock options; restricted stock; RSUs; and PSUs.
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Restricted Stock Units
RSU activity during the period was as follows:
| RSUs |
| Weighted-Average Grant Date Fair Value | ||
Outstanding at December 31, 2024 | | $ | | ||
Granted | | | |||
Forfeited | ( | | |||
Vested | ( | | |||
Outstanding at June 30, 2025 | | $ | | ||
The RSUs generally vest in the following installments: (i) at the first anniversary of the award date, (ii) at the second anniversary of the award date, and (iii) at the third anniversary of the award date. As of June 30, 2025, approximately $
Performance-Based Restricted Stock Units
PSU activity during the period was as follows:
| PSUs |
| Weighted-Average Grant Date Fair Value | ||
Outstanding at December 31, 2024 | | $ | | ||
Granted | | | |||
Vested | ( | | |||
Outstanding at June 30, 2025 | | $ | | ||
On December 31, 2024, the performance period ended for
The PSUs granted in 2025 were granted to management under the 2021 Equity Incentive Plan and have the following performance criteria:
| ● | Relative PSUs: |
| ● | Absolute PSUs: |
The vesting and payout of the PSUs occur when the related service condition is completed, which is approximately
The grant date fair value was determined using the Monte Carlo simulation method and is expensed ratably over the service period. Expected volatilities used in the fair value simulation were estimated using historical periods consistent with the remaining performance periods. The risk-free rate was based on the U.S. Treasury rate for a term commensurate with the expected life of the grant.
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We used the following assumptions to estimate the fair value of PSUs granted during the six months ended June 30, 2025:
Assumptions | ||||
Risk-free Interest Rate | ||||
Volatility Range | ||||
14. Segment Information
Operating segments are identified as components of an enterprise about which separate, discrete financial information is available for evaluation by the chief operating decision maker (“CODM”) or decision-making group, in making decisions on how to allocate resources and assess performance. Our CODM is the Chief Executive Officer.
Prior to the completion of the Crosstek Acquisition in February 2025, as discussed in Note 5. Acquisitions, we operated as a single reportable segment, which reflected how our business was managed and the nature of our services. Following the Crosstek Acquisition, we re-evaluated our reportable segments and determined that we operate under
Our reportable segments include:
| ● | Water Gathering and Processing – The Water Gathering and Processing segment is comprised of two primary revenue streams, Produced Water Handling and Water Solutions. Our Produced Water Handling revenue is driven by the volumes of produced water we gather from our customers, and our Water Solutions revenue is driven by the quantities of recycled produced water and groundwater delivered to our customers to support their well completion activities in the Permian Basin. |
| ● | Corporate and Other – The Corporate and Other segment is comprised of our Beneficial Reuse operations, Industrial Water operations (including the Crosstek Acquisition) and other business operations that are not material to be presented separately. Our corporate operations are also included in this reportable segment. |
Our CODM assesses the performance of our business and decides how to allocate resources based on segment net income. The CODM also uses results based on segment net income to evaluate income generated from segment assets in deciding how to allocate resources. Results based on segment net income are used to monitor budget versus actual results. We do not have intra-entity sales or transfers.
All of our assets reside in the United States. Assets are reviewed by the CODM at a consolidated level, using total consolidated assets on the balance sheet, and no measure of segment assets is provided to the CODM. Significant expenses provided to and reviewed by the CODM primarily include “Direct Operating Costs” and “General and Administrative” expenses, which are included in the condensed consolidated statements of operations.
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Summarized financial information by business segment were as follows for the three-month periods ended June 30, 2025 and 2024:
(in thousands) | Three Months Ended June 30, 2025 | ||||||||
| Water Gathering and Processing |
| Corporate and Other |
| Consolidated | ||||
Revenue |
| $ | |
| $ | |
| $ | |
Cost of Revenue |
| ||||||||
Direct Operating Costs |
| | | | |||||
Cost of Goods Sold |
| — | | | |||||
Depreciation, Amortization and Accretion |
| | | | |||||
Total Cost of Revenue |
| | | | |||||
Operating Costs and Expenses |
| ||||||||
Abandoned Well Costs | | — | | ||||||
General and Administrative |
| — | | | |||||
Research and Development Expense | — | | | ||||||
Other Operating Income, Net |
| — | ( | ( | |||||
Total Operating Expenses |
| | | | |||||
Operating Income (Expense) |
| | ( | | |||||
Other Expense |
| ||||||||
Interest Expense, Net |
| — | | | |||||
Income (Loss) Before Income Taxes |
| | ( | | |||||
Income Tax Expense |
| — | | | |||||
Net Income (Loss) | | ( | | ||||||
Net Income Attributable to Noncontrolling Interest | — | | | ||||||
Net Income (Loss) Attributable to Aris Water Solutions, Inc. | $ | | $ | ( | $ | | |||
(in thousands) | Three Months Ended June 30, 2024 | ||||||||
| Water Gathering and Processing |
| Corporate and Other |
| Consolidated | ||||
Revenue |
| $ | |
| $ | — |
| $ | |
Cost of Revenue |
| ||||||||
Direct Operating Costs |
| | — | | |||||
Depreciation, Amortization and Accretion |
| | | | |||||
Total Cost of Revenue |
| | | | |||||
Operating Costs and Expenses |
| ||||||||
Abandoned Well Costs | ( | — | ( | ||||||
General and Administrative |
| — | | | |||||
Research and Development Expense | — | | | ||||||
Other Operating Expense, Net |
| | | | |||||
Total Operating (Income) Expenses |
| ( | | | |||||
Operating Income (Expense) |
| | ( | | |||||
Other Expense |
| ||||||||
Interest Expense, Net |
| — | | | |||||
Income (Loss) Before Income Taxes |
| | ( | | |||||
Income Tax Expense |
| — | | | |||||
Net Income (Loss) | | ( | | ||||||
Net Income Attributable to Noncontrolling Interest | — | | | ||||||
Net Income (Loss) Attributable to Aris Water Solutions, Inc. | $ | | $ | ( | $ | | |||
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Summarized financial information by business segment were as follows for the six-month periods ended June 30, 2025 and 2024:
(in thousands) | Six Months Ended June 30, 2025 | ||||||||
| Water Gathering and Processing |
| Corporate and Other |
| Total | ||||
Revenue |
| $ | |
| $ | |
| $ | |
Cost of Revenue |
| ||||||||
Direct Operating Costs |
| | | | |||||
Cost of Goods Sold |
| — | | | |||||
Depreciation, Amortization and Accretion |
| | | | |||||
Total Cost of Revenue |
| | | | |||||
Operating Costs and Expenses |
| ||||||||
Abandoned Well Costs | | — | | ||||||
General and Administrative |
| — | | | |||||
Research and Development Expense | — | | | ||||||
Other Operating Expense, Net |
| | | | |||||
Total Operating Expenses |
| | | | |||||
Operating Income (Expense) |
| | ( | | |||||
Other Expense |
| ||||||||
Interest Expense, Net |
| — | | | |||||
Other | — | | | ||||||
Total Other Expense |
| — | | | |||||
Income (Loss) Before Income Taxes |
| | ( | | |||||
Income Tax Expense |
| — | | | |||||
Net Income (Loss) | | ( | | ||||||
Net Income Attributable to Noncontrolling Interest | — | | | ||||||
Net Income (Loss) Attributable to Aris Water Solutions, Inc. | $ | | $ | ( | $ | | |||
(in thousands) | Six Months Ended June 30, 2024 | ||||||||
| Water Gathering and Processing |
| Corporate and Other |
| Total | ||||
Revenue |
| $ | |
| $ | — |
| $ | |
Cost of Revenue |
| ||||||||
Direct Operating Costs |
| | — | | |||||
Depreciation, Amortization and Accretion |
| | | | |||||
Total Cost of Revenue |
| | | | |||||
Operating Costs and Expenses |
| ||||||||
Abandoned Well Costs | | — | | ||||||
General and Administrative |
| — | | | |||||
Research and Development Expense | — | | | ||||||
Other Operating Expense (Income), Net |
| | ( | | |||||
Total Operating Expenses |
| | | | |||||
Operating Income (Expense) |
| | ( | | |||||
Other Expense |
| ||||||||
Interest Expense, Net |
| — | | | |||||
Other | — | | | ||||||
Total Other Expense |
| — | | | |||||
Income (Loss) Before Income Taxes |
| | ( | | |||||
Income Tax Expense |
| — | | | |||||
Net Income (Loss) | | ( | | ||||||
Net Income Attributable to Noncontrolling Interest | — | | | ||||||
Net Income (Loss) Attributable to Aris Water Solutions, Inc. | $ | | $ | ( | $ | | |||
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion of our historical performance, financial condition and prospects in conjunction with our unaudited condensed consolidated financial statements, and notes thereto, as of and for the three and six months ended June 30, 2025, included elsewhere in this report, as well as our 2024 Annual Report, which includes disclosures regarding our significant accounting policies and critical accounting estimates as part of “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” During the period covered by this report, there were no material changes to the significant accounting policies and critical accounting estimates disclosed in the 2024 Annual Report. The information provided below supplements, but does not form part of, our historical financial statements. This discussion includes forward-looking statements that are based on the views and beliefs of our management, as well as assumptions and estimates made by our management. Actual results could differ materially from such forward-looking statements because of various risk factors, including those that may not be in the control of management. See Cautionary Note Regarding Forward-Looking Statements.
Business Overview
On August 6, 2025, Aris Inc. and Aris LLC entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Western Midstream Partners, LP, a Delaware limited partnership (“WES”) and wholly-owned subsidiaries of WES, pursuant to which, and subject to the terms and conditions thereof, Aris Inc. and Aris LLC will be acquired and continue as wholly-owned subsidiaries of WES. Upon the terms and subject to the conditions of the Merger Agreement, each unit of Aris LLC and corresponding share of Class B common stock together and each share of Class A common stock will be converted into the right to receive, pursuant to an election, one of the following forms of consideration: (i) a combination of 0.450 common units representing limited partner interests in WES (the “WES Common Units”), and $7.00 in cash, (ii) $25.00 in cash (the “Cash Election Consideration”), provided that the Cash Election Consideration is subject to proration to ensure that the aggregate amount of cash paid in the Merger does not exceed $415 million, (iii) 0.625 WES Common Units, or (iv) in the event of a failure to deliver an election, 0.625 WES Common Units. Completion of the Merger remains subject to certain conditions, including the approval of the Merger by Aris Inc.’s shareholders, as well as certain governmental and regulatory approvals. The Merger is currently expected to close in the fourth quarter of 2025; however, no assurance can be given as to when, or if, the Merger will occur.
See Item 1. Financial Statements – Note 1. Organization and Background of Business for additional information on the Merger.
We are a leading, growth-oriented environmental infrastructure and solutions company that directly helps our customers reduce their water and carbon footprints. We deliver full-cycle water handling and recycling solutions that increase the sustainability of energy company operations. Our integrated pipelines and related infrastructure create long-term value by delivering high-capacity, comprehensive produced water management, recycling and supply solutions to operators in the core areas of the Permian Basin.
Prior to the completion of the Crosstek Acquisition in February 2025, as discussed in Item 1. Financial Statements - Note 5. Acquisitions and Note 14. Segment Information, we operated as a single segment, which reflected how our business was managed and the nature of our services. Following the Crosstek Acquisition, we re-evaluated our reportable segments and now report two distinct business segments, which include our Water Gathering and Processing segment and our Corporate and Other segment.
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Second Quarter 2025 Results
Significant financial and operating highlights for the consolidated company for the three months ended June 30, 2025 include:
| ● | Total revenue of $124.1 million, an increase of 23% as compared with the second quarter of 2024 |
| ● | Net income of $14.1 million, an increase of 7% as compared with the second quarter of 2024 |
| ● | Adjusted EBITDA (non-GAAP financial measure) of $54.6 million, an increase of 9% as compared with the second quarter of 2024 |
| ● | Dividend paid on our Class A common stock for the second quarter of 2025 of $0.14 per share, along with a distribution of $0.14 per unit paid to unit holders of Aris LLC, an increase of 33% as compared with the dividend paid during the second quarter of 2024 |
| ● | We completed the acquisition of five produced water handling facilities and approximately 787 acres of land in Reeves County, Texas for cash consideration of $13.2 million, inclusive of transaction costs, and subject to an additional $1.5 million indemnity holdback liability. Concurrent with the purchase, we sold the land purchased during this acquisition to a third party for $4.5 million. See Item 1. Financial Statements ─ Note 5. Acquisitions. |
Significant financial and operating highlights for the Water Gathering and Processing segment for the three months ended June 30, 2025 include:
| ● | Total produced water handling volumes of 1,234 thousand barrels of water per day (“kbwpd”), an increase of 13% as compared with the second quarter of 2024 |
| ● | Total water solutions volumes sold of 523 kbwpd, an increase of 44% as compared with the second quarter of 2024 |
| ● | Direct operating costs per barrel of $0.36, an increase of 20% as compared with the second quarter of 2024 driven by timing of maintenance expenses |
| ● | Gross margin per barrel of $0.29, a decrease of 9% as compared with the second quarter of 2024 driven by timing of maintenance expenses and lower market prices for skim oil sales |
| ● | Adjusted Operating Margin per Barrel (non-GAAP financial measure) of $0.41, a decrease of 11% as compared with the second quarter of 2024 driven by timing of maintenance expenses and lower market prices for skim oil sales |
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For additional information regarding our non-GAAP financial measures, see Non-GAAP Financial Measures below.
General Trends and Outlook
Market Dynamics
The ongoing Russia-Ukraine and Middle Eastern conflicts have had significant global economic implications and impacts on financial markets and the energy industry. The extent of these impacts will depend on the severity and duration of these conflicts and whether the conflicts spread to other countries or regions.
In addition, commodity prices have been and are continuing to be impacted by multiple factors such as tariffs, geopolitical tensions, supply disruptions, recessionary concerns and responses by the members of the Organization of Petroleum Exporting Countries and other oil exporting nations to market conditions. In March 2025 and July 2025, OPEC+ announced forecasted oil production increases. During the three and six months ended June 30, 2025, the average West Texas Intermediate (“WTI”) crude oil spot price was $64.57 and $68.12, respectively, as compared with average WTI spot prices of $81.81 and $79.69 during the three and six months ended June 30, 2024, respectively. A portion of our revenue is directly exposed to fluctuations in the price of crude oil because one of our largest customer contracts provides for rates that periodically fluctuate within a defined range in response to changes in WTI. According to the terms of the contract, the per barrel fee increases or decreases when WTI falls within a certain price range. In addition, skim oil sales revenue is directly exposed to fluctuations in the price of crude oil.
We believe there are several industry trends that continue to provide meaningful support for our future growth. Our key customers’ capital allocation to the Permian Basin and New Mexico, in particular, remains consistent and significant, including on acreage where the water sourcing and production is dedicated to us. Permian Basin oil and associated water production growth continues to outpace production growth in other parts of the United States.
Many industry trends such as simultaneous multi-well operations and reuse applications of produced water, particularly in the areas of the Permian Basin where we operate, are improving efficiencies and returns and provide us with significant opportunities for both our Produced Water Handling and Water Solutions businesses.
Cost Inflation
Since 2021, the U.S. has experienced increased wage and price inflation, as evidenced by increases in the Consumer Price Index (“CPI”). Although the current rate of consumer inflation has eased, core inflation remains elevated above the Federal Reserve’s 2% target rate. The rate of inflation is expected to continue to be impacted by any further steps taken by the U.S. Federal Reserve Bank, such as adjustments to interest rates.
Our long-term, fee-based produced water handling contracts are generally subject to annual CPI-based adjustments. However, many of our contractual CPI-based adjustments are capped at a maximum annual increase and, therefore, our costs may increase more rapidly than the fees that we charge to customers pursuant to our contracts with them. If inflation is higher than our contractually allowed fee increases, we could experience negative impacts to our operating margins. With regards to tariffs, we are in close contact with our suppliers as they assess any impact to their costs. At this time, we do not anticipate any material direct impact related to tariffs but are monitoring for any potentially broad inflationary pressure.
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Seismicity
We operate wells located in Seismic Response Areas in New Mexico and Texas, one of which is partially curtailed. Due to the integrated nature of our pipeline network and our system-wide redundancy, we have been able to adapt to regulatory responses to seismic activity, while continuing to provide service to our customers without material disruption in our operations. In addition, although we cannot anticipate with any certainty future regulatory actions and the effect such actions could have on our business, our compliance with state regulator seismic response actions to date has not resulted in any material volumetric, revenue or cash flow decreases.
Results of Operations
Results of operations for the consolidated company were as follows for the three-month periods ended June 30, 2025 and 2024:
(in thousands) | Three Months Ended June 30, |
| |||||||||||
| 2025 |
| 2024 |
| 2025 vs. 2024 | ||||||||
Revenue |
|
|
|
|
|
|
|
| |||||
Produced Water Handling | $ | 62,243 | $ | 54,815 | $ | 7,428 | 14 | % | |||||
Produced Water Handling—Affiliate |
| 35,964 | 28,614 | 7,350 | 26 | % | |||||||
Water Solutions |
| 19,397 | 13,795 | 5,602 | 41 | % | |||||||
Water Solutions—Affiliate |
| 5,762 | 3,453 | 2,309 | 67 | % | |||||||
Other Revenue | 726 | 440 | 286 | 65 | % | ||||||||
Total Revenue |
| 124,092 | 101,117 | 22,975 | 23 | % | |||||||
Cost of Revenue |
| ||||||||||||
Direct Operating Costs |
| 58,227 | 40,194 | 18,033 | 45 | % | |||||||
Cost of Goods Sold |
| 127 | — | 127 | NM | ||||||||
Depreciation, Amortization and Accretion |
| 19,972 | 19,707 | 265 | 1 | % | |||||||
Total Cost of Revenue |
| 78,326 | 59,901 | 18,425 | 31 | % | |||||||
Operating Costs and Expenses |
| ||||||||||||
Abandoned Well Costs | 998 | (25) | 1,023 | (4,092) | % | ||||||||
General and Administrative |
| 17,699 | 16,037 | 1,662 | 10 | % | |||||||
Research and Development Expense | 946 | 1,128 | (182) | (16) | % | ||||||||
Other Operating (Income) Expense, Net |
| (208) | 157 | (365) | (232) | % | |||||||
Total Operating Expenses |
| 19,435 | 17,297 | 2,138 | 12 | % | |||||||
Operating Income |
| 26,331 | 23,919 | 2,412 | 10 | % | |||||||
Interest Expense, Net |
| 9,567 | 8,813 | 754 | 9 | % | |||||||
Income Before Income Taxes |
| 16,764 | 15,106 | 1,658 | 11 | % | |||||||
Income Tax Expense |
| 2,680 | 1,994 | 686 | 34 | % | |||||||
Net Income | $ | 14,084 | $ | 13,112 | $ | 972 | 7 | % | |||||
N/M Not Meaningful | |||||||||||||
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Results of operations for the consolidated company were as follows for the six-month periods ended June 30, 2025 and 2024:
(in thousands) | Six Months Ended June 30, |
| |||||||||||
| 2025 |
| 2024 |
| 2025 vs. 2024 | ||||||||
Revenue |
|
|
|
|
|
|
|
| |||||
Produced Water Handling | $ | 119,549 | $ | 113,921 | $ | 5,628 | 5 | % | |||||
Produced Water Handling—Affiliate |
| 70,836 | 55,441 | 15,395 | 28 | % | |||||||
Water Solutions |
| 40,053 | 25,497 | 14,556 | 57 | % | |||||||
Water Solutions—Affiliate |
| 12,521 | 8,695 | 3,826 | 44 | % | |||||||
Other Revenue | 1,624 | 969 | 655 | 68 | % | ||||||||
Total Revenue |
| 244,583 | 204,523 | 40,060 | 20 | % | |||||||
Cost of Revenue |
| ||||||||||||
Direct Operating Costs |
| 108,415 | 79,840 | 28,575 | 36 | % | |||||||
Cost of Goods Sold |
| 127 | — | 127 | NM | ||||||||
Depreciation, Amortization and Accretion |
| 39,728 | 39,128 | 600 | 2 | % | |||||||
Total Cost of Revenue |
| 148,270 | 118,968 | 29,302 | 25 | % | |||||||
Operating Costs and Expenses |
| ||||||||||||
Abandoned Well Costs | 1,460 | 310 | 1,150 | 371 | % | ||||||||
General and Administrative |
| 37,709 | 30,538 | 7,171 | 23 | % | |||||||
Research and Development Expense | 2,074 | 2,193 | (119) | (5) | % | ||||||||
Other Operating Expense, Net |
| 904 | 737 | 167 | 23 | % | |||||||
Total Operating Expenses |
| 42,147 | 33,778 | 8,369 | 25 | % | |||||||
Operating Income |
| 54,166 | 51,777 | 2,389 | 5 | % | |||||||
Other Expense |
| ||||||||||||
Interest Expense, Net |
| 18,797 | 17,251 | 1,546 | 9 | % | |||||||
Other | 2,535 | 1 | 2,534 | NM | |||||||||
Income Before Income Taxes |
| 32,834 | 34,525 | (1,691) | (5) | % | |||||||
Income Tax Expense |
| 2,750 | 4,583 | (1,833) | (40) | % | |||||||
Net Income | $ | 30,084 | $ | 29,942 | $ | 142 | - | % | |||||
N/M Not Meaningful | |||||||||||||
Water Gathering and Processing Segment
Recent Developments
Reeves County Asset Acquisition
In the second quarter of 2025, we completed the acquisition of five produced water handling facilities and approximately 787 acres of land in Reeves County, Texas from a third party (the “Reeves County Asset Acquisition”) for total consideration of $13.2 million, inclusive of transaction costs, and subject to an additional $1.5 million indemnity holdback liability. Concurrent with the purchase, we sold the land purchased during this acquisition to a third party for $4.5 million. See Item 1. Financial Statements ─ Note 5. Acquisitions.
Mineral Extraction Agreement
In the second quarter of 2024, we signed a letter of intent for a development partner to construct an iodine extraction facility, as we continue to evaluate commercial opportunities for mineral extraction. We finalized site selection at one of our Permian Basin produced water handling facilities in the second quarter of 2025, and our goal is for this facility to be operational in the first half of 2026.
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Operating Metrics
The amount of revenue we generate primarily depends on the volumes of water which we handle for or sell to our customers.
Our volumes were as follows for the three-month periods ended June 30, 2025 and 2024:
Three Months Ended | ||||||||||||
June 30, | ||||||||||||
| 2025 |
| 2024 | 2025 vs. 2024 | ||||||||
(thousands of barrels of water per day) | ||||||||||||
Produced Water Handling Volumes | 1,234 | 1,093 | 141 | 13 | % | |||||||
Water Solutions Volumes | ||||||||||||
Recycled Produced Water Volumes Sold | 425 | 314 | 111 | 35 | % | |||||||
Groundwater Volumes Sold | 98 | 48 | 50 | 104 | % | |||||||
Total Water Solutions Volumes | 523 | 362 | 161 | 44 | % | |||||||
Total Volumes | 1,757 | 1,455 | 302 | 21 | % | |||||||
Per Barrel Operating Metrics (1) | ||||||||||||
Produced Water Handling Revenue/Barrel | $ | 0.87 | $ | 0.84 | $ | 0.03 | 4 | % | ||||
Water Solutions Revenue/Barrel | $ | 0.53 | $ | 0.52 | $ | 0.01 | 2 | % | ||||
Revenue/Barrel of Total Volumes (2) | $ | 0.77 | $ | 0.76 | $ | 0.01 | 1 | % | ||||
Direct Operating Costs/Barrel | $ | 0.36 | $ | 0.30 | $ | 0.06 | 20 | % | ||||
Gross Margin/Barrel (3) | $ | 0.29 | $ | 0.32 | $ | (0.03) | (9) | % | ||||
Adjusted Operating Margin/Barrel (4) | $ | 0.41 | $ | 0.46 | $ | (0.05) | (11) | % | ||||
| (1) | Per barrel operating metrics are calculated independently. Therefore, the sum of individual amounts may not equal the total presented. |
| (2) | Does not include Other Revenue. |
| (3) | Gross Margin is calculated as Total Revenue less Total Cost of Revenue. |
| (4) | See Non-GAAP Financial Measures below. |
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Our volumes were as follows for the six-month periods ended June 30, 2025 and 2024:
Six Months Ended | ||||||||||||
June 30, | ||||||||||||
| 2025 |
| 2024 | 2025 vs. 2024 | ||||||||
(thousands of barrels of water per day) | ||||||||||||
Produced Water Handling Volumes | 1,213 | 1,126 | 87 | 8 | % | |||||||
Water Solutions Volumes | ||||||||||||
Recycled Produced Water Volumes Sold | 450 | 325 | 125 | 38 | % | |||||||
Groundwater Volumes Sold | 91 | 38 | 53 | 139 | % | |||||||
Total Water Solutions Volumes | 541 | 363 | 178 | 49 | % | |||||||
Total Volumes | 1,754 | 1,489 | 265 | 18 | % | |||||||
Per Barrel Operating Metrics (1) | ||||||||||||
Produced Water Handling Revenue/Barrel | $ | 0.87 | $ | 0.83 | $ | 0.04 | 5 | % | ||||
Water Solutions Revenue/Barrel | $ | 0.54 | $ | 0.52 | $ | 0.02 | 4 | % | ||||
Revenue/Barrel of Total Volumes (2) | $ | 0.77 | $ | 0.75 | $ | 0.02 | 3 | % | ||||
Direct Operating Costs/Barrel | $ | 0.34 | $ | 0.29 | $ | 0.05 | 17 | % | ||||
Gross Margin/Barrel (3) | $ | 0.31 | $ | 0.32 | $ | (0.01) | (3) | % | ||||
Adjusted Operating Margin/Barrel (4) | $ | 0.43 | $ | 0.46 | $ | (0.03) | (7) | % | ||||
| (1) | Per barrel operating metrics are calculated independently. Therefore, the sum of individual amounts may not equal the total presented. |
| (2) | Does not include Other Revenue. |
| (3) | Gross Margin is calculated as Total Revenue less Total Cost of Revenue. |
| (4) | See Non-GAAP Financial Measures below. |
Our skim oil volumes recovered were as follows for the three-month periods ended June 30, 2025 and 2024:
Three Months Ended | ||||||||||||
June 30, | ||||||||||||
| 2025 |
| 2024 | 2025 vs. 2024 | ||||||||
Skim Oil Volumes (bpd) | 2,845 | 1,490 | 1,355 | 91 | % | |||||||
Skim Oil Volumes/Produced Water Handling Volumes | 0.23% | 0.14% | 0.09% | 64 | % | |||||||
Skim Oil Sales Revenue/Barrel of Skim Oil (1) | $ | 56.90 | $ | 72.58 | $ | (15.68) | (22) | % | ||||
| (1) | Skim oil price received from the purchaser is net of certain customary deductions. |
Our skim oil volumes recovered were as follows for the six-month periods ended June 30, 2025 and 2024:
Six Months Ended | ||||||||||||
June 30, | ||||||||||||
| 2025 |
| 2024 | 2025 vs. 2024 | ||||||||
Skim Oil Volumes (bpd) | 2,406 | 1,610 | 796 | 49 | % | |||||||
Skim Oil Volumes/Produced Water Handling Volumes | 0.20% | 0.14% | 0.06% | 43 | % | |||||||
Skim Oil Sales Revenue/Barrel of Skim Oil (1) | $ | 58.95 | $ | 70.50 | $ | (11.55) | (16) | % | ||||
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Revenues
An analysis of our Water Gathering and Processing segment revenues is as follows:
Produced Water Handling Revenues
Total produced water handling revenues and produced water handling revenues per barrel were as follows for the periods indicated:
Three Months Ended | Six Months Ended | |||||||||||
(in thousands, except per unit amounts) | June 30, | June 30, | ||||||||||
2025 |
| 2024 | 2025 | 2024 | ||||||||
Produced Water Handling Fees | $ | 83,475 | $ | 73,586 | $ | 164,711 | $ | 148,709 | ||||
Skim Oil Sales Revenue | 14,732 | 9,843 | 25,674 | 20,653 | ||||||||
Total Produced Water Handling Revenue | $ | 98,207 | $ | 83,429 | $ | 190,385 | $ | 169,362 | ||||
Produced Water Handling Fees/Bbl | $ | 0.74 | $ | 0.74 | $ | 0.75 | $ | 0.73 | ||||
Skim Oil Sales Revenue/Bbl | 0.13 | 0.10 | 0.12 | 0.10 | ||||||||
Total Produced Water Handling Revenue/Bbl | $ | 0.87 | $ | 0.84 | $ | 0.87 | $ | 0.83 | ||||
Produced water handling revenues increased for the three months ended June 30, 2025 as compared with the three months ended June 30, 2024 primarily due to:
| ● | an increase of $9.9 million related to a 141 kbwpd volume increase driven by activity associated with our long-term acreage dedication agreements and |
| ● | an increase of $4.9 million in skim oil sales revenue due to increased volumes on the system and higher skim oil recoveries per barrel of produced water received, partially offset by lower prices received. |
Produced water handling revenues increased for the six months ended June 30, 2025 as compared with the six months ended June 30, 2024 primarily due to:
| ● | an increase of $16.0 million primarily related to an 87 kbwpd volume increase driven by activity associated with our long-term acreage dedication agreements as well as higher prices and |
| ● | an increase of $5.0 million in skim oil sales revenue due to increased volumes on the system and higher skim oil recoveries per barrel of produced water received, partially offset by lower prices received. |
Water Solutions Revenue
Water solutions revenues increased for the three months ended June 30, 2025 as compared with the three months ended June 30, 2024 primarily due to:
| ● | an increase of $4.6 million related to a 111 kbwpd increase in recycled produced water volumes, |
| ● | an increase of $3.8 million related to a 50 kbwpd groundwater volume increase, |
| ● | partially offset by a decrease of $1.1 million related to lower prices received on recycled volumes sold. |
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Water solutions revenues increased for the six months ended June 30, 2025 as compared with the six months ended June 30, 2024 primarily due to:
| ● | an increase of $10.4 million related to a 125 kbwpd increase in recycled produced water volumes, |
| ● | an increase of $8.5 million related to a 53 kbwpd groundwater volume increase, |
| ● | partially offset by a decrease of $1.2 million related to lower prices received on recycled volumes sold. |
Other Revenues
During the third quarter of 2024, we finalized an agreement with a third party to construct and operate a water separation facility on their behalf. We recorded $0.3 million and $1.0 million in “Other Revenue,” respectively, related to the services performed to operate the facility during the three and six months ended June 30, 2025. See Item 1. Financial Statements ─ Note 2. Significant Accounting Policies. Other Revenue during the three and six months ended June 30, 2024 primarily included revenue related to capital recovery charges from third parties.
Expenses
An analysis of our Water Gathering and Processing segment expenses is as follows:
Direct Operating Costs
Direct operating costs for the three months ended June 30, 2025 increased $18.0 million as compared with the three months ended June 30, 2024, as a result of higher produced water handling volumes and water solutions volumes and due to the timing of maintenance expenses. Direct operating costs for the three months ended June 30, 2025 included higher water transfer costs of $4.1 million, higher groundwater expense of $3.4 million, higher electricity and fuel expense of $3.3 million, higher landowner royalties of $2.4 million and higher workover costs of $2.1 million. The $0.06 increase in direct operating costs on a per barrel basis was also primarily related to the higher expenses described above during the three months ended June 30, 2025.
Direct operating costs for the six months ended June 30, 2025 increased $28.6 million as compared with the six months ended June 30, 2024, as a result of higher produced water handling volumes and water solutions volumes and due to the timing of maintenance expenses. Direct operating costs for the six months ended June 30, 2025 included higher water transfer costs of $7.1 million, higher groundwater expense of $6.0 million, higher electricity and fuel expense of $5.4 million, higher landowner royalties of $2.5 million and higher workover costs of $2.4 million. The $0.05 increase in direct operating costs on a per barrel basis was also primarily related to the higher expenses described above during the six months ended June 30, 2025.
Depreciation, Amortization and Accretion Expenses
Depreciation, amortization and accretion expense for the three and six months ended June 30, 2025 slightly increased as compared with the three and six months ended June 30, 2024 due to higher depreciation expense related to new and acquired assets placed in service.
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Abandoned Well Costs
See Item 1. Financial Statements ─ Note 4. Property, Plant and Equipment.
Other Operating (Income) Expense), Net
Other operating (income) expense, net includes abandoned projects. See Item 1. Financial Statements ─ Note 3. Additional Financial Statement Information and Note 4. Property, Plant and Equipment.
Corporate and Other Segment
Recent Developments
NAWI Agreement
In April 2024, we signed an agreement with the National Alliance for Water Innovation (“NAWI”) to further investigate treatment of produced water using one of the pilot technologies, working with alliance members and Texas A&M University, New Mexico State University, SLAC National Accelerator Laboratory and other parties. Operational data was collected in November 2024 for this study, and the team continues to evaluate this data to further our understanding of produced water treatment.
UCLA Agreement
In the fourth quarter of 2024, we signed an agreement with the University of California Los Angeles (“UCLA”) to examine various pathways to extract magnesium and other potentially valuable metals and minerals from produced water. Bench testing of synthetic brines commenced during the first quarter of 2025, and testing on actual produced water brines is in progress.
Beneficial Reuse Joint Industry Project
We have a beneficial reuse strategic agreement (the “Joint Industry Project” or “JIP”) with Chevron U.S.A. Inc., ConocoPhillips, Exxon Mobil Corporation and Coterra Energy Inc. (collectively with us, the “alliance members”) to develop and pilot technologies and processes to treat produced water for potential beneficial reuse opportunities. Our goal under the JIP is to develop cost effective and scalable methods of treating produced water to create a potential water source for industrial, commercial and non-consumptive agricultural purposes. We are leading the engineering, construction and execution of the testing protocols and pilot projects, while leveraging the combined technical expertise of the alliance members. The treated water has the potential for use in a variety of applications, including non-consumptive agriculture, surface water replenishment and industrial uses. The alliance members are working with appropriate regulators to ensure that end-use applications are properly permitted, including surface discharge. Specifically, we have submitted two permit applications to the Texas Commission on Environmental Quality to permit discharge of clean water to a local reservoir. Our pilot-to-commercialization work with treatment technologies includes several phases. We completed Phase 1 testing and performance evaluation of pilot technologies during the second quarter of 2025 and are now launching Phase 2 testing which will build upon and scale Phase 1.
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Expenses
An analysis of our corporate and other segment expenses is as follows:
Costs of Goods Sold
Costs of goods sold for the three and six months ended June 30, 2025 relate to operating expenses associated with our industrial water operations and specifically the Crosstek Acquisition. See Item 1. Financial Statements ─ Note 5. Acquisitions.
Depreciation, Amortization and Accretion Expenses
Depreciation, amortization and accretion expense for the three and six months ended June 30, 2025 slightly decreased as compared with the three and six months ended June 30, 2024 due to fewer new assets placed in service in the current year for this operating segment.
General and Administrative Expenses
General and administrative (“G&A”) expenses increased $1.7 million for the three months ended June 30, 2025 as compared with the three months ended June 30, 2024 primarily due to an increase of $1.2 million in stock-based compensation. Stock-based compensation expense was $5.6 million and $4.4 million for the three months ended June 30, 2025 and 2024, respectively.
G&A expenses increased $7.2 million for the six months ended June 30, 2025 as compared with the six months ended June 30, 2024 primarily due to an increase of $3.5 million in stock-based compensation and an increase of $2.8 million in compensation and benefits, including payroll taxes. Stock-based compensation expense was $11.1 million and $7.6 million for the six months ended June 30, 2025 and 2024, respectively.
Research and Development Expense
Research and development expense is related to the development of technologies for the beneficial reuse of produced water, including expense related to the JIP. Research and development expense decreased for the three and six months ended June 30, 2025 as compared with the three and six months ended June 30, 2024 due to lower JIP expenses related to the winding down of Phase 1 of the project. For the three months ended June 30, 2025 and 2024, total research and development expense related to the JIP, which is split equally among alliance members, was $1.0 million and $2.6 million, respectively. Total research and development expense related to the JIP was $3.2 million and $5.2 million, respectively, for the six months ended June 30, 2025 and 2024.
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Other Operating (Income) Expense, Net
Other operating (income) expense, net includes net gains and losses on asset sales, transaction costs and other expenses. See Item 1. Financial Statements ─ Note 3. Additional Financial Statement Information.
Interest Expense, Net
Components of interest expense, net are as follows for the periods indicated:
Three Months Ended | Six Months Ended | |||||||||||
(in thousands) | June 30, | June 30, | ||||||||||
2025 |
| 2024 | 2025 | 2024 | ||||||||
Interest on Debt Instruments | $ | 9,076 | $ | 8,596 | $ | 17,863 | $ | 16,897 | ||||
Amortization of Debt Issuance Costs | 705 | 763 | 1,340 | 1,529 | ||||||||
Interest on Finance Lease Obligations | 52 | — | 100 | — | ||||||||
Total Interest Expense | 9,833 | 9,359 | 19,303 | 18,426 | ||||||||
Less: Amounts Capitalized | (266) | (546) | (506) | (1,175) | ||||||||
Interest Expense, Net | $ | 9,567 | $ | 8,813 | $ | 18,797 | $ | 17,251 | ||||
Total interest expense for the three and six months ended June 30, 2025 increased as compared with the three and six months ended June 30, 2024 primarily due to higher average outstanding debt balances driven by the new 2030 Notes, partially offset by lower average borrowings on our credit facility. The average outstanding debt balance for the three months ended June 30, 2025 was $500 million compared with $438 million for the three months ended June 30, 2024. The average outstanding debt balance for the six months ended June 30, 2025 was $481 million compared with $432 million for the six months ended June 30, 2024. Interest expense, net for the three and six months ended June 30, 2025 increased as compared with the three and six months ended June 30, 2024 due to higher average outstanding debt balances driven by the new 2030 Notes as well as a decrease in offsetting capitalized interest as a result of a decrease in assets under construction.
Other
Other expense for the six months ended June 30, 2025 is related to the loss on debt extinguishment for the satisfaction and discharge of the 2026 Notes. See Item 1. Financial Statements ─ Note 7. Debt.
Non-GAAP Financial Measures
Adjusted EBITDA, Adjusted Operating Margin and Adjusted Operating Margin per Barrel are supplemental non-GAAP measures that we use to evaluate current, past and expected future performance. Although these non-GAAP financial measures are important factors in assessing our operating results and cash flows, they should not be considered in isolation or as a substitute for net income, gross margin or any other measures prepared under GAAP.
We use these non-GAAP measures as performance measures and believe this presentation is also used by investors and professional research analysts to assess the ability of our assets to generate sufficient cash to meet our business needs and return capital to equity holders, as well as for the comparison, rating and investment recommendations of companies within our industry. Adjusted EBITDA, Adjusted Operating Margin and Adjusted Operating Margin per Barrel are not measures of financial performance under GAAP and should not be considered as measures of liquidity or as alternatives to net income or gross margin. Adjusted EBITDA, Adjusted Operating Margin and Adjusted Operating Margin per Barrel as defined by us may not be comparable to similarly titled measures used by other companies and should be
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considered in conjunction with net income and other measures prepared in accordance with GAAP, such as gross margin, operating income or cash flows from operating activities.
Adjusted EBITDA
We use Adjusted EBITDA as a performance measure to assess the ability of our assets to generate sufficient cash to pay interest costs, support indebtedness and, at the discretion of our Board, return capital to equity holders. We also use Adjusted EBITDA as a performance measure under our short-term incentive plan, as well as for comparative purposes within our industry. We define Adjusted EBITDA as net income (loss) plus: interest expense; income taxes; depreciation, amortization and accretion expense; abandoned well costs, asset impairment and abandoned project charges; losses on the sale of assets; transaction costs; research and development expense; change in payables related to the Tax Receivable Agreement liability as a result of state tax rate changes; loss on debt extinguishment; stock-based compensation expense; and other non-recurring or unusual expenses or charges (such as litigation expenses, severance costs and amortization expense related to the implementation costs of our new enterprise resource planning system), less any gains on the sale of assets. Adjusted EBITDA is a non-GAAP financial measure.
Adjusted Operating Margin and Adjusted Operating Margin per Barrel
Our Adjusted Operating Margin and Adjusted Operating Margin per Barrel measures are related to our water gathering and processing segment, as they are dependent upon the volume of produced water we gather and handle, the volume of recycled water and groundwater we sell, the fees we charge for such services and the recurring operating expenses we incur to perform such services. We define Adjusted Operating Margin as Gross Margin (Total Revenue less Total Cost of Revenue) plus Depreciation, Amortization and Accretion. We define Adjusted Operating Margin per Barrel as Adjusted Operating Margin divided by total volumes handled or sold. Adjusted Operating Margin and Adjusted Operating Margin per Barrel are non-GAAP financial measures.
We seek to maximize our Adjusted Operating Margin in part by minimizing, to the extent appropriate, expenses directly tied to operating our assets. Landowner royalties, power expenses for handling and treatment facilities, direct labor costs, chemical costs, water filtration expenses, groundwater expenses, workover expenses and repair and maintenance costs comprise the most significant portion of our expenses. Our operating expenses are largely variable and as such, generally fluctuate in correlation with throughput volumes.
Our Adjusted Operating Margin incrementally benefits from increased Water Solutions recycled water sales. When produced water is recycled, we recognize cost savings from reduced landowner royalties, reduced pumping costs, lower chemical treatment and filtration costs and reduced power consumption.
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The following table sets forth a reconciliation of the consolidated company’s net income as determined in accordance with GAAP to Adjusted EBITDA for the periods indicated:
Three Months Ended | Six Months Ended | |||||||||||
(in thousands) | June 30, | June 30, | ||||||||||
| 2025 |
| 2024 |
| 2025 |
| 2024 | |||||
Net Income | $ | 14,084 | $ | 13,112 | $ | 30,084 | $ | 29,942 | ||||
Interest Expense, Net | 9,567 | 8,813 | 18,797 | 17,251 | ||||||||
Income Tax Expense | 2,680 | 1,994 | 2,750 | 4,583 | ||||||||
Depreciation, Amortization and Accretion | 19,972 | 19,707 | 39,728 | 39,128 | ||||||||
Abandoned Well Costs | 998 | (25) | 1,460 | 310 | ||||||||
Stock-Based Compensation | 6,247 | 4,693 | 11,937 | 8,214 | ||||||||
Abandoned Projects | — | 16 | 237 | 745 | ||||||||
Loss on Disposal of Assets, Net | 128 | 168 | 219 | 114 | ||||||||
Loss on Debt Extinguishment | — | — | 2,535 | — | ||||||||
Transaction Costs | 42 | 89 | 926 | 96 | ||||||||
Research and Development Expense | 946 | 1,128 | 2,074 | 2,193 | ||||||||
Other | (100) | 300 | 356 | 527 | ||||||||
Adjusted EBITDA | $ | 54,564 | $ | 49,995 | $ | 111,103 | $ | 103,103 | ||||
The following table sets forth a reconciliation of our Water Gathering and Processing segment’s Gross Margin as determined in accordance with GAAP to Adjusted Operating Margin for the periods indicated:
Three Months Ended | Six Months Ended | |||||||||||
(in thousands) | June 30, | June 30, | ||||||||||
| 2025 |
| 2024 |
| 2025 |
| 2024 | |||||
Total Revenue | $ | 123,748 | $ | 101,117 | $ | 243,999 | $ | 204,523 | ||||
Cost of Revenue | (77,634) | (59,285) | (146,947) | (117,729) | ||||||||
Gross Margin | 46,114 | 41,832 | 97,052 | 86,794 | ||||||||
Depreciation, Amortization and Accretion | 19,410 | 19,091 | 38,538 | 37,889 | ||||||||
Adjusted Operating Margin | $ | 65,524 | $ | 60,923 | $ | 135,590 | $ | 124,683 | ||||
Total Volumes (thousands of barrels) | 159,890 | 132,372 | 317,382 | 270,974 | ||||||||
Gross Margin/Barrel | $ | 0.29 | $ | 0.32 | $ | 0.31 | $ | 0.32 | ||||
Adjusted Operating Margin/Barrel | $ | 0.41 | $ | 0.46 | $ | 0.43 | $ | 0.46 | ||||
Liquidity and Capital Resources
Overview
Our primary needs for cash are permitting, development and construction of water handling and recycling assets to meet customers’ needs and the payment of contractual obligations, including debt and working capital obligations. When appropriate, we may enhance shareholder returns by returning capital to shareholders, such as through dividend payments and share buybacks (to the extent determined by our Board). Funding for these cash needs may be provided by any combination of internally generated cash flow, borrowings under our Credit Facility or accessing the capital markets. We believe that our cash flows, availability under our Credit Facility and leverage profile provide us with the financial flexibility to fund attractive growth opportunities in the future.
On December 31, 2024, the performance period ended for 107,225 PSUs previously issued. Each PSU was converted into 1.57 shares representing a total of 168,742 shares of Class A common stock that were issued in February 2025.
As of June 30, 2025, we had a cash balance of $57.4 million and working capital, defined as current assets less current liabilities, of $71.7 million. In March 2025, we issued $500.0 million aggregate
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principal amount of the 2030 Notes, which mature on April 1, 2030. A portion of the proceeds thereof was used as payment for the satisfaction and discharge of the 2026 Notes and to fully repay the outstanding borrowings and accrued interest under the Credit Facility at that time. See Item 1. Financial Statements ─ Note 7. Debt. As of June 30, 2025, we had $500.0 million of principal amount of the 2030 Notes outstanding, $3.3 million in letters of credit outstanding and $346.7 million of availability under our Credit Facility. We were in compliance with the covenants under our Credit Facility and the indenture governing the 2030 Notes as of June 30, 2025. As of August 8, 2025, we had no outstanding balance under our Credit Facility. The borrowings are generally used to fund our capital program.
We have an agreement with an unaffiliated water disposal company to dispose of a minimum volume of produced water. As of June 30, 2025, the remaining minimum commitment under this agreement was $17.8 million, undiscounted. As of June 30, 2025, we had short-term purchase obligations for products and services of approximately $13.1 million due in the next twelve months. See Item 1. Financial Statements ─ Note 11. Commitments and Contingencies.
On July 4, 2025, the United States Congress enacted H.R. 1, referred to as the One Big Beautiful Bill (“OBBB”). The OBBB contains several changes to corporate taxation including allowing for immediate expensing of research and development expenses and the expensing of unamortized, previously capitalized, qualified research and development expenses, a less restrictive limitation on the business interest deduction and the extension of 100% bonus depreciation for qualified properties. We are still in the process of evaluating the OBBB and an estimate of the financial impact cannot be made at this time.
We expect to incur a number of non-recurring costs associated with the Merger Agreement including, among others, fees and expenses of financial advisors and other advisors and representatives. Some of these costs have already been incurred or may be incurred regardless of whether the Merger is completed. In addition, the Merger Agreement precludes the Company from, among others and subject to specified exceptions, (i) creating, incurring, assuming, refinancing or otherwise becoming liable with respect to any indebtedness for borrowed money or guarantees thereof, (ii) granting, awarding or issuing equity securities, (iii) selling, leasing, transferring or disposing of assets and (iv) share repurchases.
Dividends and Distributions
Our Board declared a dividend of $0.14 per share for the first and second quarters of 2025 on our Class A common stock. In conjunction with the dividend payments, a distribution of $0.14 per unit was paid to unit holders of Aris LLC for the first and second quarters, subject to the same payment and record dates.
Our Board declared a dividend on our Class A common stock for the third quarter of 2025 of $0.14 per share. In conjunction with the dividend payment, a distribution of $0.14 per unit will be paid to unit holders of Aris LLC. The dividend will be paid on September 18, 2025 to holders of record of our Class A common stock as of the close of business on September 4, 2025. The distribution to unit holders of Aris LLC will be subject to the same payment and record dates.
The Merger Agreement provides certain restrictions on future dividends and distributions, including a cap on quarterly dividends and distributions in excess of $0.14 per share.
Cash Flows from Operating Activities
For the six months ended June 30, 2025, net cash provided by operating activities totaled $66.2 million as compared with $58.1 million provided by operating activities for the six months ended June 30, 2024. The
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net increase was primarily related to the $40.1 million increase in total revenues offset by increases in direct operating costs and general and administrative expenses.
Cash Flows from Investing Activities
For the six months ended June 30, 2025, net cash used in investing activities totaled $51.4 million as compared with $56.8 million for the six months ended June 30, 2024 and was primarily related to expenditures for property, plant and equipment. The increase in expenditures during the six months ended June 30, 2025 was primarily related to the $15.2 million cash paid for the Crosstek Acquisition and the Reeves County Acquisition. See Item 1. Financial Statements ─ Note 5. Acquisitions.
Cash Flows from Financing Activities
For the six months ended June 30, 2025, net cash provided by financing activities totaled $13.9 million and included the satisfaction and discharge of all $400.0 million aggregate principal amount of the 2026 Notes, the issuance of the $500.0 million aggregate principal amount of the 2030 Notes and the related $9.9 million payments of debt issuance costs. The six months ended June 30, 2025 also included net Credit Facility repayments of $44.0 million, $17.1 million in dividends and distributions payments, $10.0 million of treasury stock repurchases related to tax withholding on stock awards that vested and $4.6 million in payments related to the insurance premium financing. For the six months ended June 30, 2024, net cash provided by financing activities totaled $5.1 million and consisted of net Credit Facility borrowings of $22.0 million, $11.8 million in dividends and distributions payments, $1.3 million of treasury stock repurchases related to tax withholding on stock awards that vested and $3.8 million in payments related to the insurance premium financing.
Capital Requirements
We expect our capital expenditures will be between approximately $85.0 million to $105.0 million for 2025, which is based on our currently contracted customers’ latest outlooks on our dedicated acreage and does not take into account any impact the Merger may have on our capital expenditures after closing. Factors that could result in an increase in our capital expenditures include an increase in expected drilling activity due to the sale or exchange of dedicated acreage to customers with more active drilling practices and other changes in drilling programs. We intend to fund capital requirements through our primary sources of liquidity, which include cash on hand and cash flows from operations and, if needed, our borrowing capacity under the Credit Facility.
Emerging Growth Company Status
We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” We may take advantage of these exemptions until we are no longer an “emerging growth company.” Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards. We have elected to use the extended transition period for complying with new or revised accounting standards and as a result of this election, our condensed consolidated financial statements may not be comparable to companies that comply with public company effective dates. We may take advantage of these exemptions up until the last day of the fiscal year following the fifth anniversary of our initial public offering or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company if we have more than $1.235 billion in annual revenue, we have more than $700.0 million in market value of our common stock held by non-affiliates or we issue more than $1.0 billion of non-convertible debt securities over a three-year period.
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Effective December 31, 2025 (if the Merger has not closed by such date and we continue as a publicly listed company), we will no longer be an emerging growth company and will be required to provide an independent auditor’s attestation report on the effectiveness of our system of control over financial reporting as of December 31, 2025. In addition, management will continue to be required to report on the design and operating effectiveness of our internal control over financial reporting as of December 31, 2025, based on the Internal Control - Integrated Framework (2013) issued by the Committee on Sponsoring Organizations of the Treadway Commission.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Market risk is the risk of loss arising from adverse changes in market rates and prices. Currently, our market risks relate to potential changes in the fair value of our long-term debt due to fluctuations in applicable market interest rates. Going forward, our market risk exposure generally will be limited to those risks that arise in the normal course of business, as we do not engage in speculative, non-operating transactions, nor do we utilize financial instruments or derivative instruments for trading purposes. We believe that our exposures to market risk have not changed materially since those reported under Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” included in our 2024 Annual Report.
Commodity Price Risk
The market for our services is indirectly exposed to fluctuations in the prices of crude oil and natural gas to the extent such fluctuations impact drilling and completion activity levels and thus impact the activity levels and timing of activity of our customers in the exploration and production and oilfield services industries.
A portion of our revenue is directly exposed to fluctuations in the price of crude oil because one of our largest customer contracts provides for rates that periodically fluctuate within a defined range in response to changes in WTI. According to the terms of the contract, the per barrel fee increases when WTI exceeds a certain base price. In addition, skim oil sales revenue is directly exposed to fluctuations in the price of crude oil.
We do not currently hedge our exposure to commodity price risk.
Interest Rate Risk
We are subject to interest rate risk on a portion of our long-term debt under the Credit Facility. As of June 30, 2025, we had no outstanding borrowings under our Credit Facility, as we used a portion of the proceeds from the issuance of the 2030 Notes to fully repay the then outstanding borrowings under the Credit Facility. The outstanding borrowings under our Credit Facility generally bear a rate of interest at the Secured Overnight Financing Rate (“SOFR”) plus 0.1% plus an alternative base rate spread and are therefore susceptible to interest rate fluctuations.
Item 4. Controls and Procedures
In accordance with Exchange Act Rules 13a-15 and 15d-15, we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2025. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based on
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the evaluation of our disclosure controls and procedures as of June 30, 2025, our principal executive officer and principal financial officer have concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
There were no changes in internal control over financial reporting identified in the evaluation for the quarter ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Due to the nature of our business, we may become, from time to time, involved in routine litigation or subject to disputes or claims related to our business activities. During the reporting period, there have been no material changes to the status of the legal proceedings previously disclosed in Part 1, Item 3 of our 2024 Annual Report. In the opinion of our management, there are no other pending litigation, disputes or claims against us which, if decided adversely, will have a material adverse effect on our financial condition, cash flows or results of operations.
Item 1A. Risk Factors
In addition to the other information set forth in this Quarterly Report, the risks that are discussed in our 2024 Annual Report, under the headings "Part I, Item 1A. Risk Factors" should be carefully considered, as such risks could materially affect the Company's business, financial condition or future results. The risk factors below relate to the Merger with WES. These risks are not the only risks facing the Company. Additional risks and uncertainties not currently known to the Company or that it currently deems to be immaterial also may have a material adverse effect on the Company’s business, financial condition or future results.
Because the market price of WES Common Units has fluctuated and will continue to fluctuate, the Company’s stockholders cannot be sure of the value of the consideration they will receive in the Merger, if completed.
If the Merger is completed, each eligible share of the Company’s Class A common stock and each Aris LLC unit and corresponding share of the Company’s Class B common stock outstanding immediately prior to the Merger will automatically be converted into the right to receive, pursuant to an election that has actually been received by the exchange agent and not revoked five business days prior to the anticipated closing date of the Merger or such other date as WES and the Company shall agree (the “Election Deadline”), one of the following forms of consideration: (i) a combination of 0.450 WES Common Units and $7.00 in cash (without interest) (the “Mixed Election Consideration”), (ii) $25.00 in cash (without interest) (the “Cash Election Consideration”), provided that the Cash Election Consideration is subject to proration to ensure that the aggregate amount of cash paid in the Merger does not exceed $415 million, (iii) 0.625 WES Common Units (the “Common Unit Election Consideration” and, together with the Mixed Election Consideration and the Cash Election Consideration, the “Merger Consideration”), or (iv) in the event of a failure to deliver an election or if an election is revoked and no subsequent election is made, in each case, prior to the Election Deadline, the Common Unit Election Consideration. The value of the Mixed Election Consideration and the Common Unit Election Consideration will depend on the market price of WES Common Units at the time the Merger is completed. Prior to completion of the Merger, the market price of WES Common Units is also expected to impact the market price of the Company’s Class A common stock. The value of WES Common Units has fluctuated since the date of the announcement of the Merger Agreement and will continue to fluctuate. Accordingly, the Company’s
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stockholders will not know or be able to determine the market value of the Merger Consideration that they would receive upon completion of the Merger to the extent all or part of the Merger Consideration payable to such stockholder includes WES Common Units. Unit price changes may result from a variety of factors, including, among others, general market and economic conditions, changes in WES’s and the Company’s respective businesses, operations and prospects, market assessments of the likelihood that the Merger will be completed and the timing of the Merger and regulatory considerations. Many of these factors are beyond WES’s and the Company’s control.
Completion of the Merger is subject to certain conditions and if these conditions are not satisfied or waived, the Merger will not be completed.
The completion of the Merger is subject to satisfaction or waiver of certain customary closing conditions, including (i) the adoption of the Merger Agreement by the stockholders of the Company; (ii) the absence of legal restraints prohibiting the Merger or the other transactions contemplated by the Merger Agreement; (iii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”); (iv) the effectiveness of the registration statement on Form S-4 that WES is obligated to file with the SEC in connection with the issuance of WES Common Units in the Merger; (v) with respect to the obligations of the Company, the approval for listing of WES Common Units to be issued in the Merger on the New York Stock Exchange, subject to official notice of issuance; (vi) the accuracy of each party’s representations and warranties (subject to certain materiality qualifiers), compliance by each party with its covenants under the Merger Agreement in all material respects, and the absence of a Company Material Adverse Effect or Parent Material Adverse Effect (each as defined in the Merger Agreement), as applicable; and (vii) with respect to the obligations of the Company, the receipt of customary tax opinions of counsel to each of the Company and WES.
There can be no assurance that the conditions to the closing of the Merger will be satisfied or waived or that the Merger will be completed.
The Company’s business relationships may be subject to disruption due to uncertainty associated with the Merger.
Parties with which the Company does business may experience uncertainty associated with the Merger, including with respect to current or future business relationships with WES, the Company or the combined business. The Company’s business relationships may be subject to disruption as parties with which WES or the Company does business may attempt to negotiate changes in existing business relationships or consider entering into business relationships with parties other than WES, the Company or the combined business. These disruptions could have an adverse effect on the businesses, financial condition, results of operations or prospects of the combined business, including an adverse effect on WES’s ability to realize the anticipated benefits of the Merger. The risk, and adverse effect, of such disruptions could be exacerbated by a delay in completion of the Merger or termination of the Merger Agreement.
The Merger Agreement limits the Company’s ability to pursue alternatives to the Merger and may discourage other companies from trying to acquire the Company for greater consideration than what WES has agreed to pay pursuant to the Merger Agreement.
The Merger Agreement contains provisions that make it more difficult for the Company to sell its business to a party other than WES. These provisions include a general prohibition on the Company soliciting any acquisition proposal or offer for a competing transaction. Further, subject to certain exceptions, the Company’s Board will not withdraw or modify in a manner adverse to WES the recommendation of the Board in favor of the adoption of the Merger Agreement, and WES generally has a right to match any competing acquisition proposals that may be made. Notwithstanding the foregoing, at any time prior to the adoption of the Merger Agreement by the Company’s stockholders, the Board is permitted to withdraw or modify in a manner adverse to WES the recommendation of the Board in favor of the adoption of the Merger Agreement in certain circumstances if it determines in good faith that the failure to take such
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action would be reasonably likely to constitute a breach of its fiduciary duties to the Company’s stockholders under applicable law, subject to complying with certain notice and other specified conditions, including negotiating with WES regarding any revisions to the terms of the transactions contemplated by the Merger Agreement that are proposed by WES during a match right period. The Merger Agreement permits the Company to terminate the Merger Agreement prior to obtaining Company stockholder approval in order to enter into an alternative acquisition agreement with respect to a superior offer in accordance with the terms of the Merger Agreement. In certain circumstances, upon termination of the Merger Agreement, the Company will be required to pay a termination fee of $57.0 million to WES, including if WES terminates the Merger Agreement in the event of a change in recommendation by the Board or the Company terminates the Merger Agreement in order to enter into an alternative acquisition agreement with respect to a superior offer in accordance with the terms of the Merger Agreement.
While both the Company and WES believe these provisions and agreements are reasonable and customary and are not preclusive of other offers, the restrictions, including the added expense of the $57.0 million termination fee that may become payable by the Company to WES in certain circumstances, might discourage a third party that has an interest in acquiring all or a significant part of the Company from considering or proposing that acquisition, even if that party were prepared to pay consideration with a higher per-share value than the consideration payable in the Merger pursuant to the Merger Agreement.
Failure to complete the Merger could negatively impact the share price and the future business and financial results of the Company.
If the Merger is not completed for any reason, including as a result of the Company’s stockholders failing to adopt the Merger Agreement or any other condition not being satisfied or waived, the ongoing business of the Company may be adversely affected, and without realizing any of the benefits of having completed the Merger, the Company would be subject to a number of risks, including the following:
| ● | the Company may experience negative reactions from the financial markets, including negative impacts on its stock price; |
| ● | the Company may experience negative reactions from its customers, regulators and employees; |
| ● | the Company will be required to pay certain costs relating to the Merger, whether or not the Merger is completed; |
| ● | the Merger Agreement places certain restrictions on the conduct of the Company’s businesses prior to completion of the Merger, and such restrictions, the waiver of which are subject to the written consent of WES (in certain cases, not to be unreasonably withheld, conditioned or delayed), and subject to certain exceptions and qualifications, may prevent the Company from taking certain other specified actions or otherwise pursuing business opportunities during the pendency of the Merger that the Company would have made, taken or pursued if these restrictions were not in place; and |
| ● | matters relating to the Merger (including integration planning) will require substantial commitments of time and resources by the Company’s management, which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to the Company as an independent company. |
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In the event of a termination of the Merger Agreement under certain circumstances specified in the Merger Agreement, the Company may be required to pay a termination fee of $57.0 million to WES.
There can be no assurance that the risks described above will not materialize. If any of those risks materialize, they may materially and adversely affect the Company’s business, financial condition, financial results, ratings, bond prices and/or share price.
In addition, the Company could be subject to litigation related to any failure to complete the Merger or related to any enforcement proceeding commenced against the Company to perform its obligations under the Merger Agreement. If the Merger is not completed, these risks may materialize and may adversely affect the Company’s business, financial condition, financial results, ratings, share prices and/or bond prices.
Potential litigation against the Company could result in substantial costs, an injunction preventing the completion of the Merger and/or a judgment resulting in the payment of damages.
Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Even if such a lawsuit is unsuccessful, defending against these claims can result in substantial costs.
Stockholders of the Company may file lawsuits against WES, the Company and/or the directors and officers of either company in connection with the Merger. These lawsuits could prevent or delay the completion of the Merger and result in significant costs to the Company, including any costs associated with the indemnification of directors and officers. There can be no assurance that any of the defendants will be successful in the outcome of any potential lawsuits.
The Company will incur significant transaction and Merger-related costs in connection with the Merger.
The Company expects to incur a number of non-recurring costs associated with the Merger. The significant, non-recurring costs associated with the Merger include, among others, fees and expenses of financial advisors and other advisors and representatives and certain employment-related costs relating to employees of the Company. Some of these costs have already been incurred or may be incurred regardless of whether the Merger is completed.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table summarizes the repurchases of our common stock occurring in the second quarter of 2025:
Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of | Approximate Dollar | |||||
4/1/2025 - 4/30/2025 (1) | 285 | $ | 24.62 | - | - | ||||
5/1/2025 - 5/31/2025 (1) | - | - | - | - | |||||
6/1/2025 - 6/30/2025 (1) | 854 | 22.04 | - | - | |||||
Total | 1,139 | $ | 22.69 | - | - |
| (1) | Represents shares of our Class A common stock received by us from employees for the payment of withholding taxes due on shares of common stock issued under our 2021 Equity Incentive Plan. |
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Item 3. Defaults upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
Trading Arrangements for Directors and Officers
During the quarter ended June 30, 2025,
Item 6. Exhibits
The exhibits listed are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
2.1 | Agreement and Plan of Merger, dated as of August 6, 2025, by and among the Aris Water Solutions, Inc., Western Midstream Partners, LP, Arrakis OpCo Merger Sub LLC, Arrakis Holdings Inc., Arrakis Unit Merger Sub LLC, Arrakis Cash Merger Sub LLC and Aris Water Holdings, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on August 7, 2025, File No. 001-40955). | |
3.1 | Second Amended and Restated Certificate of Incorporation of Aris Water Solutions, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on June 9, 2023, File No. 001-40955). | |
3.2 | Amended and Restated Bylaws of Aris Water Solutions, Inc. (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-8 filed on October 26, 2021, File No. 333-260499). | |
10.1 | Amendment No. 2 to Amended and Restated Water Gathering and Disposal Agreement, effective as of July 29, 2025, by and among Solaris Midstream DB-NM, LLC, COG Operating LLC, COG Production LLC, Concho Oil & Gas LLC and COG Acreage LP (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 31, 2025, File No. 001-40955). | |
10.2 | Form of Support Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 7, 2025, File No. 001-40955). | |
10.3 | Tax Receivable Agreement Amendment, dated as of August 6, 2025, by and among Aris Water Solutions, Inc., Western Midstream Partners, LP, COG Operating LLC, Yorktown Energy Partners XI, L.P., Solaris Energy Capital, LLC, William Zartler and Amanda Brock (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 7, 2025, File No. 001-40955). | |
31.1* | Certification of Amanda M. Brock pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
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31.2* | Certification of Stephan E. Tompsett pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1** | Certification of Amanda M. Brock pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
32.2** | Certification of Stephan E. Tompsett pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
101.INS* | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |
101.SCH* | Inline XBRL Schema Document. | |
101.CAL* | Inline XBRL Calculation Linkbase Document. | |
101.DEF* | Inline XBRL Definition Linkbase Document. | |
101.LAB* | Inline XBRL Label Linkbase Document. | |
101.PRE* | Inline XBRL Presentation Linkbase Document. | |
104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
*Filed herewith.
**Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
August 11, 2025 | Aris Water Solutions, Inc. | |
By: | /s/ Amanda M. Brock | |
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FAQ
What were ARIS total revenues for Q2 2025 and six months 2025?
How much cash did ARIS have at June 30, 2025?
What material financing transactions did ARIS complete in 2025?
What are the key terms of the Merger with Western Midstream Partners (WES)?
What is the estimated TRA impact related to the Merger?
