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ARIS Aris Water Solutions Inc

27.23
0.20 (0.74%)
27 Nov 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
Aris Water Solutions Inc NYSE:ARIS NYSE Common Stock
  Price Change % Change Share Price High Price Low Price Open Price Shares Traded Last Trade
  0.20 0.74% 27.23 27.6299 26.795 26.81 324,154 01:00:00

Form 10-Q - Quarterly report [Sections 13 or 15(d)]

05/11/2024 4:35pm

Edgar (US Regulatory)


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

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: 001-40955

Graphic

Aris Water Solutions, Inc.

(Exact name of registrant as specified in its charter)

Delaware

87-1022110

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

9651 Katy Freeway, Suite 400

Houston, Texas

77024

(Address of principal executive offices)

(Zip Code)

(832) 304-7003

(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

Class A Common Stock, $0.01 par value per share

ARIS

New York Stock Exchange

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. Yes   No 

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). Yes   No 

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

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  No 

As of November 1, 2024, the registrant had 30,682,834 shares of Class A common stock, $0.01 par value per share, and 27,543,565 shares of Class B common stock, $0.01 par value per share, outstanding.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

Cautionary Note Regarding Forward-Looking Statements

3

Item 1.

Financial Statements (unaudited)

5

Condensed Consolidated Balance Sheets

5

Condensed Consolidated Statements of Operations

6

Condensed Consolidated Statements of Cash Flows

7

Condensed Consolidated Statements of Stockholders’ Equity

8

Notes to Unaudited Condensed Consolidated Financial Statements

9

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

25

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

39

Item 4.

Controls and Procedures

40

PART II. OTHER INFORMATION

40

Item 1.

Legal Proceedings

40

Item 1A.

Risk Factors

40

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

41

Item 3.

Defaults upon Senior Securities

41

Item 4.

Mine Safety Disclosures

41

Item 5.

Other Information

41

Item 6.

Exhibits

41

Signatures

43

2

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10Q (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, 2023 (our “2023 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 the impact 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 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;
our customers’ ability to complete and produce new wells;
risks related to acquisitions and organic growth projects, 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;
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

3

pricing, taxation of emissions, seismic activity, drilling and right-of-way access on governmental 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;
adverse results from litigation and the use of financial resources to defend ourselves;
physical, electronic and cybersecurity breaches; and
the other risks described in our 2023 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 2023 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. We do not undertake to update any forward-looking statement that we may make from time to time except as required by applicable law.

4

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)

    

September 30, 

December 31,

    

2024

2023

Assets

    

    

Cash

$

32,760

$

5,063

Accounts Receivable, Net

69,854

59,393

Accounts Receivable from Affiliate

31,192

22,963

Other Receivables

15,292

12,767

Prepaids and Deposits

4,459

8,364

Total Current Assets

153,557

108,550

Fixed Assets

Property, Plant and Equipment

1,125,295

1,041,703

Accumulated Depreciation

(150,867)

(121,989)

Total Property, Plant and Equipment, Net

974,428

919,714

Intangible Assets, Net

204,487

232,277

Goodwill

34,585

34,585

Deferred Income Tax Assets, Net

15,966

22,634

Operating Lease Right-of-Use Assets, Net

15,650

16,726

Other Assets

5,986

5,995

Total Assets

$

1,404,659

$

1,340,481

Liabilities and Stockholders' Equity

Accounts Payable

$

13,510

$

25,925

Payables to Affiliate

938

894

Insurance Premium Financing Liability

5,463

Accrued and Other Current Liabilities

74,830

64,416

Total Current Liabilities

89,278

96,698

Long-Term Debt, Net of Debt Issuance Costs

452,194

421,792

Asset Retirement Obligations

21,499

19,030

Tax Receivable Agreement Liability

98,274

98,274

Other Long-Term Liabilities

16,650

16,794

Total Liabilities

677,895

652,588

Commitments and Contingencies (see Note 10)

Stockholders' Equity

Preferred Stock $0.01 par value, 50,000,000 authorized. None issued or outstanding as of September 30, 2024 and December 31, 2023

Class A Common Stock $0.01 par value, 600,000,000 authorized, 31,139,032 issued and 30,582,305 outstanding as of September 30, 2024; 30,669,932 issued and 30,251,613 outstanding as of December 31, 2023

311

306

Class B Common Stock $0.01 par value, 180,000,000 authorized, 27,543,565 issued and outstanding as of September 30, 2024 and December 31, 2023

275

275

Treasury Stock (at Cost), 556,727 shares as of September 30, 2024; 418,319 shares as of December 31, 2023

(6,822)

(5,133)

Additional Paid-in-Capital

337,609

328,543

Retained Earnings (Accumulated Deficit)

11,332

(87)

Total Stockholders' Equity Attributable to Aris Water Solutions, Inc.

342,705

323,904

Noncontrolling Interest

384,059

363,989

Total Stockholders' Equity

726,764

687,893

Total Liabilities and Stockholders' Equity

$

1,404,659

$

1,340,481

The accompanying notes are an integral part of these condensed consolidated financial statements

5

Aris Water Solutions, Inc.

Condensed Consolidated Statements of Operations

(unaudited)

Three Months Ended

Nine Months Ended

(in thousands, except for share and per share amounts)

September 30, 

September 30, 

    

2024

    

2023

    

2024

    

2023

Revenue

Produced Water Handling

$

59,006

$

47,574

$

172,927

$

143,390

Produced Water Handling — Affiliate

29,418

28,036

84,859

74,357

Water Solutions

16,600

20,370

42,097

49,180

Water Solutions — Affiliate

4,225

3,048

12,920

19,195

Other Revenue

3,063

761

4,032

1,871

Total Revenue

112,312

99,789

316,835

287,993

Cost of Revenue

Direct Operating Costs

46,553

44,687

126,393

132,978

Depreciation, Amortization and Accretion

19,974

19,445

59,102

57,137

Total Cost of Revenue

66,527

64,132

185,495

190,115

Operating Costs and Expenses

Abandoned Well Costs

8

1,214

318

1,214

General and Administrative

17,415

13,526

47,953

38,007

Research and Development Expense

408

809

2,601

1,867

Other Operating (Income) Expense, Net

(358)

(2,121)

379

(2,096)

Total Operating Expenses

17,473

13,428

51,251

38,992

Operating Income

28,312

22,229

80,089

58,886

Other Expense

Interest Expense, Net

9,382

7,955

26,633

23,587

Other

1

Total Other Expense

9,382

7,955

26,634

23,587

Income Before Income Taxes

18,930

14,274

53,455

35,299

Income Tax Expense

2,499

2,032

7,082

4,918

Net Income

16,431

12,242

46,373

30,381

Net Income Attributable to Noncontrolling Interest

8,943

6,829

25,297

16,892

Net Income Attributable to Aris Water Solutions, Inc.

$

7,488

$

5,413

$

21,076

$

13,489

Net Income Per Share of Class A Common Stock

Basic

$

0.23

$

0.17

$

0.64

$

0.42

Diluted

$

0.22

$

0.17

$

0.64

$

0.42

Weighted Average Shares of Class A Common Stock Outstanding

Basic

30,631,995

30,050,560

30,511,701

30,007,433

Diluted

30,919,575

30,050,560

30,621,195

30,007,433

The accompanying notes are an integral part of these condensed consolidated financial statements

6

Aris Water Solutions, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)

(in thousands)

Nine Months Ended September 30, 

    

2024

    

2023

Cash Flow from Operating Activities

Net Income

$

46,373

$

30,381

Adjustments to reconcile Net Income to Net Cash provided by Operating Activities:

Deferred Income Tax Expense

5,730

4,773

Depreciation, Amortization and Accretion

59,102

57,137

Stock-Based Compensation

13,489

8,945

Abandoned Well Costs

318

1,214

Loss (Gain) on Disposal of Assets, Net

84

(2,574)

Abandoned Projects

823

128

Amortization of Debt Issuance Costs, Net

2,193

1,580

Other

422

(473)

Changes in Operating Assets and Liabilities:

Accounts Receivable

(11,039)

22,594

Accounts Receivable from Affiliate

(8,229)

22,771

Other Receivables

(3,168)

(13,359)

Prepaids and Deposits

4,056

3,564

Accounts Payable

(8,418)

(155)

Payables to Affiliate

44

(1,844)

Accrued Liabilities and Other

9,445

17,843

Net Cash Provided by Operating Activities

111,225

152,525

Cash Flow from Investing Activities

Property, Plant and Equipment Expenditures

(87,201)

(131,874)

Proceeds from the Sale of Property, Plant and Equipment

160

20,119

Net Cash Used in Investing Activities

(87,041)

(111,755)

Cash Flow from Financing Activities

Dividends and Distributions Paid

(18,192)

(16,083)

Repurchase of Shares

(1,418)

(625)

Repayment of Credit Facility

(40,000)

(51,000)

Proceeds from Credit Facility

69,000

50,000

Payment of Insurance Premium Financing

(5,634)

Payment of Finance Leases

(243)

Net Cash Provided by (Used in) Financing Activities

3,513

(17,708)

Net Increase in Cash

27,697

23,062

Cash, Beginning of Period

5,063

1,122

Cash, End of Period

$

32,760

$

24,184

Supplementary Cash Flow Data

    

Cash Paid for Interest

$

17,561

$

18,230

Cash Paid for Income Taxes

$

618

$

80

The accompanying notes are an integral part of these condensed consolidated financial statements

7

Aris Water Solutions, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(unaudited)

Three and Nine Months Ended September 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

$

306

30,669,932

$

275

27,543,565

$

328,543

$

(5,133)

418,319

$

(87)

$

363,989

$

687,893

Stock-Based Compensation Expense

4

428,044

-

-

4,503

-

-

-

(986)

3,521

Deferred Tax Assets Acquired

-

-

-

-

224

-

-

-

-

224

Dividends and Distributions ($0.09 per share or unit)

-

-

-

-

-

-

-

(2,884)

(2,601)

(5,485)

Purchase of Treasury Stock

-

-

-

-

(18)

(1,581)

131,921

-

18

(1,581)

Net Income

-

-

-

-

-

-

-

7,623

9,207

16,830

Balance at March 31, 2024

$

310

31,097,976

$

275

27,543,565

$

333,252

$

(6,714)

550,240

$

4,652

$

369,627

$

701,402

Stock-based Compensation Expense

-

6,250

-

-

2,509

-

-

-

2,184

4,693

Deferred Tax Liabilities Acquired

-

-

-

-

(578)

-

-

-

-

(578)

Dividends and Distributions ($0.105 per share or unit)

-

-

-

-

-

-

-

(3,382)

(3,051)

(6,433)

Purchase of Treasury Stock

-

-

-

-

-

(16)

1,048

-

-

(16)

Net Income

-

-

-

-

-

-

-

5,965

7,147

13,112

Balance at June 30, 2024

$

310

31,104,226

$

275

27,543,565

$

335,183

$

(6,730)

551,288

$

7,235

$

375,907

$

712,180

Stock-based Compensation Expense

1

34,806

-

-

3,010

-

-

-

2,264

5,275

Deferred Tax Liabilities Acquired

-

-

-

-

(584)

-

-

-

-

(584)

Dividends and Distributions ($0.105 per share or unit)

-

-

-

-

-

-

-

(3,391)

(3,055)

(6,446)

Purchase of Treasury Stock

-

-

-

-

-

(92)

5,439

-

-

(92)

Net Income

-

-

-

-

-

-

-

7,488

8,943

16,431

Balance at September 30, 2024

$

311

31,139,032

$

275

27,543,565

$

337,609

$

(6,822)

556,727

$

11,332

$

384,059

$

726,764

Three and Nine Months Ended September 30, 2023

(in thousands, except for share and per share amounts)

Class A

Class B

Additional

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, 2023

$

300

30,115,979

$

276

27,575,519

$

319,545

$

(2,891)

196,762

$

(7,722)

$

347,579

    

$

657,087

Redemption of Class B Shares for Class A Shares

-

20,953

-

(20,953)

267

-

-

-

(267)

-

Stock-Based Compensation Expense

2

175,717

-

-

2,383

-

-

-

83

2,468

Increase in TRA Liability Related to Share Redemption

-

-

-

-

(110)

-

-

-

-

(110)

Deferred Tax Assets Acquired

-

-

-

-

82

-

-

-

-

82

Dividends and Distributions ($0.09 per share or unit)

-

-

-

-

-

-

-

(2,826)

(2,588)

(5,414)

Purchase of Treasury Stock

-

-

-

-

-

(599)

42,293

-

-

(599)

Net Income

-

-

-

-

-

-

-

3,378

4,330

7,708

Balance at March 31, 2023

$

302

30,312,649

$

276

27,554,566

$

322,167

$

(3,490)

239,055

$

(7,170)

$

349,137

$

661,222

Redemption of Class B Shares for Class A Shares

-

524

-

(524)

7

-

-

-

(7)

-

Stock-based Compensation Expense

-

-

-

-

1,626

-

-

-

1,491

3,117

Increase in TRA Liability Related to Share Redemption

-

-

-

-

(3)

-

-

-

-

(3)

Deferred Tax Assets Acquired

-

-

-

-

2

-

-

-

-

2

Dividends and Distributions ($0.09 per share or unit)

-

-

-

-

-

-

-

(2,819)

(2,584)

(5,403)

Net Income

-

-

-

-

-

-

-

4,698

5,733

10,431

Balance at June 30, 2023

$

302

30,313,173

$

276

27,554,042

$

323,799

$

(3,490)

239,055

$

(5,291)

$

353,770

$

669,366

Redemption of Class B Shares for Class A Shares

1

10,477

(1)

(10,477)

136

-

-

-

(136)

-

Stock-based Compensation Expense

-

10,749

-

-

1,816

-

-

-

1,544

3,360

Increase in TRA Liability Related to Share Redemption

-

-

-

-

(71)

-

-

-

-

(71)

Deferred Tax Assets Acquired

-

-

-

-

48

-

-

-

-

48

Dividends and Distributions ($0.09 per share or unit)

-

-

-

-

-

-

-

(2,805)

(2,577)

(5,382)

Purchase of Treasury Stock

-

-

-

-

(73)

(769)

71,518

-

73

(769)

Net Income

-

-

-

-

-

-

-

5,413

6,829

12,242

Balance at September 30, 2023

$

303

30,334,399

$

275

27,543,565

$

325,655

$

(4,259)

310,573

$

(2,683)

$

359,503

$

678,794

The accompanying notes are an integral part of these condensed consolidated financial statements

8

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 Solaris Midstream Holdings, LLC, a Delaware limited liability company (“Solaris 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 Solaris LLC. As the sole managing member of Solaris LLC, we operate and control the business and affairs of Solaris LLC, and through Solaris LLC and its subsidiaries, conduct our business. We consolidate the financial results of Solaris LLC and report a noncontrolling interest related to the portion of Solaris LLC units not owned by us.

These unaudited condensed consolidated financial statements reflect the financial statements of the consolidated Company including Aris Inc., Solaris LLC and Solaris LLC’s subsidiaries.

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.

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 statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2023.

Consolidation

We have determined that the members with equity at risk in Solaris LLC lack the authority, through voting rights or similar rights, to direct the activities that most significantly impact Solaris LLC’s economic performance; therefore, Solaris LLC is considered a variable interest entity. As the managing member of Solaris LLC, we operate and control all of the business and affairs of Solaris LLC, as well as have the obligation to absorb losses or the right to receive benefits that could be potentially significant to us. Therefore, we are considered the primary beneficiary and consolidate Solaris LLC.

9

Noncontrolling Interest

As of September 30, 2024, we own approximately 53% of Solaris LLC. Our condensed consolidated financial statements include a noncontrolling interest representing the percentage of Solaris LLC units not held by us.

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.

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.

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, 2023 for the discussion of our significant accounting policies. There were no significant updates or revisions to our accounting policies during the nine months ended September 30, 2024.

Fair Value Information

The fair value of our 7.625% Senior Sustainability-Linked Notes (the “Notes”), which are fixed-rate debt, is estimated based on the published market prices for the same or similar issues. Management has designated this measurement as a Level 2 fair value measurement. The fair value of our Credit Facility (as defined below) approximates carrying value as the debt bears interest at a variable rate which is reflective of current rates otherwise available to us. Management has designated this measurement as Level 3. Fair value information regarding our debt is as follows:

(in thousands)

September 30, 2024

December 31, 2023

Carrying

Fair

Carrying

Fair

    

Amount

    

Value

    

Amount

    

Value

Senior Sustainability-Linked Notes

$

400,000

$

403,375

$

400,000

$

405,090

Credit Facility

$

55,000

$

55,000

$

26,000

$

26,000

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.

10

Intangible Assets

Intangible assets are net of accumulated amortization of $162.2 million and $134.4 million at September 30, 2024 and December 31, 2023, respectively.

Related Parties

We and ConocoPhillips, one of our principal owners, are parties to a long-term water gathering and handling agreement, pursuant to which ConocoPhillips dedicates all the produced water generated from its current and future acreage in a defined area of mutual interest in New Mexico and Texas.

As of September 30, 2024 and December 31, 2023, we had receivables of $31.2 million and $23.0 million, respectively, from ConocoPhillips that were recorded in “Accounts Receivable from Affiliate” on the condensed consolidated balance sheet. As of September 30, 2024 and December 31, 2023, we had payables of $0.8 million and $0.9 million, respectively, to ConocoPhillips that were recorded in “Payables to Affiliate” on the condensed consolidated balance sheet. Revenues related to ConocoPhillips were $33.6 million and $97.8 million, respectively, for the three and nine months ended September 30, 2024. Revenues related to ConocoPhillips were $31.1 million and $93.6 million, respectively, for the three and nine months ended September 30, 2023.

Collaborative Arrangements

We have a beneficial reuse strategic agreement (the “Joint Industry Project” or “JIP”) with Chevron U.S.A. Inc., ConocoPhillips and Exxon Mobil Corporation (collectively with us, the “alliance members”) to develop and pilot technologies and processes to treat produced water for potential beneficial reuse opportunities. In the beginning of the third quarter of 2024, Coterra Energy Inc. joined the JIP. We previously referred to this agreement as the Beneficial Reuse Strategic Agreement. 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.

Total research and development expense related to the JIP, which is split equally among alliance members, was $2.0 million and $7.2 million, respectively, for the three and nine months ended September 30, 2024. Total research and development expense related to the JIP, which is split equally among alliance members, was $1.8 million and $3.9 million, respectively, for the three and nine months ended September 30, 2023.

Financing Receivable

In the third quarter of 2024, we finalized 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 September 30, 2024, the discounted total balance due from the third party was $4.8 million, of which $4.0 million is included in “Other Receivables” and $0.8 million is included in “Other Assets” on the condensed consolidated balance sheet. Income related to services performed to operate the facility is recorded in “Other Revenues.”

11

Recent Accounting Pronouncements

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.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” This ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in this ASU require disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses. This ASU is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024 and should be applied prospectively. We do not expect a material impact on our condensed consolidated financial statements and related disclosures upon adoption.

12

3.Additional Financial Statement Information

Balance Sheet

Other balance sheet information is as follows:

(in thousands)

    

September 30, 

December 31,

    

2024

2023

Other Receivables

Insurance and Third Party Receivables for Remediation Expenses

$

5,427

$

4,064

Reimbursable Research and Development Receivable

1,450

Property Insurance Receivable

2,337

4,000

Financing Receivable

4,004

Reimbursable Projects

3,524

3,253

Total Other Receivables

$

15,292

$

12,767

Prepaids and Deposits

Prepaid Insurance

$

318

$

5,494

Other Prepaids and Deposits

4,141

2,870

Total Prepaids and Deposits

$

4,459

$

8,364

Accrued and Other Current Liabilities

Accrued Operating Expense

$

26,157

$

33,491

Accrued Capital Costs

3,722

3,812

Accrued Interest

16,147

8,510

Accrued Compensation

10,269

10,118

Accrued General and Administrative Expense

1,787

1,030

Sales Tax Payable

7,667

1,645

Operating Lease Liabilities

1,631

1,676

Finance Lease Liabilities

205

Contingent Consideration Liability

1,056

1,221

Advance Billings for Reimbursable Research and Development Expense

1,378

1,120

Other

4,811

1,793

Total Accrued and Other Current Liabilities

$

74,830

$

64,416

Other Long-Term Liabilities

Noncurrent Operating Lease Liabilities

$

14,333

$

14,716

Noncurrent Finance Lease Liabilities

627

Contingent Consideration Liability

1,690

2,078

Total Other Long-Term Liabilities

$

16,650

$

16,794

13

Statement of Operations

Other statement of operations information is as follows:

(in thousands)

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

    

2024

    

2023

    

2024

    

2023

Depreciation, Amortization and Accretion Expense

Depreciation of Property, Plant and Equipment

$

10,351

$

9,749

$

30,295

$

27,946

Amortization of Intangible Assets

9,263

9,392

27,790

28,295

Accretion of Asset Retirement Obligations

351

304

1,008

896

Amortization of Finance Right-of-Use Assets

9

9

Total Depreciation, Amortization and Accretion Expense

$

19,974

$

19,445

$

59,102

$

57,137

Other Operating (Income) Expense, Net

(Gain) Loss on Disposal of Assets, Net

$

(30)

$

(2,631)

$

84

$

(2,574)

Abandoned Projects

78

823

128

Transaction Costs

(36)

528

60

673

Other

(370)

(18)

(588)

(323)

Other Operating (Income) Expense, Net

$

(358)

$

(2,121)

$

379

$

(2,096)

Interest Expense

Interest on Debt Instruments

$

8,678

$

8,373

$

25,575

$

25,477

Amortization of Debt Issuance Costs

764

612

2,293

1,830

Interest on Finance Lease Obligations

2

2

Total Interest Expense

9,444

8,985

27,870

27,307

Less: Capitalized Interest

(62)

(1,030)

(1,237)

(3,720)

Total Interest Expense, Net

$

9,382

$

7,955

$

26,633

$

23,587

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)

    

September 30, 

December 31,

    

2024

2023

Wells, Facilities, Water Ponds and Related Equipment

$

621,587

$

561,059

Pipelines

454,812

427,528

Vehicles, Equipment, Computers and Office Furniture

26,571

24,496

Assets Subject to Depreciation

1,102,970

1,013,083

Land

463

463

Projects and Construction in Progress

21,862

28,157

Total Property, Plant and Equipment

1,125,295

1,041,703

Accumulated Depreciation

(150,867)

(121,989)

Total Property, Plant and Equipment, Net

$

974,428

$

919,714

Accrued PP&E additions totaled $9.1 million and $13.1 million at September 30, 2024 and December 31, 2023, respectively.

14

Abandoned Projects

During the three and nine months ended September 30, 2024, we recorded $0.1 million and $0.8 million, respectively, in abandoned project expense related to abandoned projects and the write-off of permits for water handling facilities and right-of-way easements that either expired prior to use or that we no longer planned to use for future projects.

During the nine months ended September 30, 2023, we recorded $0.1 million in abandoned project expense. Abandoned project expense is recorded in “Other Operating (Income) Expense, Net” in the condensed consolidated statements of operations.

Assets Sold

During the three months ended September 30, 2023, we received cash consideration of $20.1 million for the sale of certain assets. We recorded a gain of $2.6 million, which is included in “Other Operating (Income) Expense, Net” in the condensed consolidated statements of operations for the three and nine months ended September 30, 2023.

Abandoned Assets

During the three months ended September 30, 2023, management determined a stand-alone produced water handling facility was no longer economically beneficial to the operations of the Company and should be shut-in and taken out of service. Accordingly, we removed the costs and the associated accumulated depreciation and recognized a $1.2 million charge for the remaining book value of the asset. This charge is included in “Abandoned Well Costs” in the condensed consolidated statements of operations for the three and nine months ended September 30, 2023.

5.Tax Receivable Agreement Liability

Our tax receivable agreement (“TRA”) with the legacy owners of Solaris 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 85% of the net cash savings, if any, in U.S. federal, state and local income tax and franchise tax that we actually realize (computed by simplifying assumptions to address the impact of state and local taxes) or, are deemed to realize in certain circumstances, in periods after our initial public offering (the “IPO”) as a result of certain increases in tax basis that occur as a result of our acquisition or Solaris LLC’s redemption, respectively, of all or a portion of such TRA Holder’s Solaris LLC units in connection with the IPO or pursuant to the exercise of a redemption right or call right. We retain the remaining 15% of these cash savings. The future benefit of these cash savings is included, alongside other tax attributes, in our total deferred income tax asset balance at September 30, 2024.

As of September 30, 2024 and December 31, 2023, the TRA liability totaled $98.3 million.

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 redemption date. We currently do not anticipate experiencing a change of control or an early termination of the TRA.

15

6.Debt

Our debt consists of the following:

(in thousands)

    

September 30, 

December 31,

    

2024

2023

7.625% Senior Sustainability-Linked Notes

$

400,000

$

400,000

Credit Facility

55,000

26,000

Total Long-Term Debt

455,000

426,000

Less: Unamortized Debt Issuance Costs

(2,806)

(4,208)

Total Long-Term Debt, Net of Debt Issuance Costs

$

452,194

$

421,792

Insurance Premium Financing Liability

$

$

5,463

Total Debt

$

452,194

$

427,255

(1)Credit Facility borrowings bore weighted average interest rates of 8.017% and 8.276% at September 30, 2024 and December 31, 2023, respectively.

Senior Sustainability-Linked Notes

Our 7.625% Senior Sustainability-Linked Notes (the “Notes”) are due April 1, 2026. The 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 Notes are guaranteed on a senior unsecured basis by our wholly-owned subsidiaries. Interest on the Notes is payable on April 1 and October 1 of each year. We may redeem all or part of the Notes at any time at a redemption price of 101.9063% through March 31, 2025 and a redemption price of 100% on or after April 1, 2025. If we undergo a change of control, we may be required to repurchase all or a portion of the Notes at a price equal to 101% of the principal amount of the Notes, plus accrued interest.

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 $350.0 million, (ii) a maturity date of October 12, 2027, with a springing maturity of 91 days ahead of the Notes’ due date of April 1, 2026 in the event the Notes are voluntarily redeemed, repurchased, refinanced or otherwise retired in full prior to such springing maturity date, (iii) loans made under our revolving credit facility (the “Credit Facility”) and unused commitment fees to be determined based on a leverage ratio ranging from 3.00:1.00 to 4.50:1.00, (iv) an accordion feature permitting the Company to seek an increase of the Credit Facility of up to $150.0 million, subject to certain conditions, (v) a leverage ratio covenant which comprises a maximum total funded debt to EBITDA ratio, net of $40.0 million of unrestricted cash and cash equivalents if the facility is 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 4.50 to 1.00 and (vii) a secured leverage covenant of 2.50 to 1.00.

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 0.50% and (c) Term SOFR for an interest period of one month plus 1.00%; plus a margin that ranges from 175 basis points to 275 basis points, depending upon our leverage ratio; or
ii.SOFR borrowings that bear interest at Term SOFR plus SOFR Adjustment of 0.10% plus a margin that ranges from 275 basis points to 375 basis points, depending upon our leverage ratio.

In addition, the Credit Facility provides for commitment fee rates that range from 37.5 basis points to 50.0 basis points, depending upon our leverage ratio.

As of September 30, 2024, we had $3.3 million in letters of credit outstanding and $291.7 million in revolving commitments available.

16

The Credit Facility is secured by all the real and material personal property owned by Solaris LLC or any of its subsidiaries, other than certain excluded assets. As of September 30, 2024, we were in compliance with all covenants contained in the Credit Facility.

Insurance Premium Financing

In the fourth quarter of 2023, we entered into a short-term agreement with a third-party to finance certain insurance premiums for an aggregate amount of $6.6 million. The insurance premium financing was fully repaid as of September 30, 2024.

7.Leases

In the normal course of business, we enter into lease agreements to support our operations. During the three months ended September 30, 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 48 months. Our operating leased assets include right-of-way easements for our wells and facilities, office space and other assets.

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)

September 30, 

December 31,

2024

2023

Operating Leases

Assets

Operating Lease Right-of-Use Assets, Net

$

15,650

$

16,726

Liabilities

Accrued and Other Current Liabilities

$

1,631

$

1,676

Other Long-Term Liabilities

$

14,333

$

14,716

Finance Leases

Assets

Property, Plant and Equipment

$

970

$

Less: Accumulated Depreciation

(9)

Total Property, Plant and Equipment, Net

$

961

$

Liabilities

Accrued and Other Current Liabilities

$

205

$

Other Long-Term Liabilities

$

627

$

17

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:

Three Months Ended

Nine Months Ended

(in thousands)

September 30, 

September 30, 

2024

    

2023

2024

    

2023

Operating Lease Costs

Direct Operating Costs (1)

$

355

$

324

$

1,031

$

927

General and Administrative (1)

516

230

1,550

627

Short-term lease costs (2)

3,187

5,298

9,980

12,628

Finance Lease Costs

Amortization of right-of-use asset (3)

9

9

Interest on Lease Obligations (4)

2

2

Total Lease Cost

$

4,069

$

5,852

$

12,572

$

14,182

(1)Does not include short-term lease costs.
(2)Included in “Direct Operating Costs” or “General and Administrative” in our condensed consolidated statements of operations and primarily include field equipment rentals.
(3)Included in “Depreciation, Amortization and Accretion” in our condensed consolidated statements of operations.
(4)Included in “Interest Expense, Net” in our condensed consolidated statements of operations.

Cash Flow Information

The following table summarizes supplemental cash flow information related to leases:

(in thousands)

Nine Months Ended September 30, 

2024

    

2023

Cash Paid for Amounts Included in the Measurement of Lease Liabilities

Operating Cash Flows from Operating Leases

$

1,931

$

1,051

Financing Cash Flows from Finance Leases

$

243

$

Right-of-Use Assets Obtained in Exchange for Lease Liabilities, Net

Operating Leases

$

768

$

9,462

Finance Leases

$

970

$

Lease Terms and Discount Rates

The following table provides lease terms and discount rates related to leases:

September 30, 2024

December 31, 2023

Weighted Average Remaining Lease Term (Years)

Operating Leases

7.1

7.6

Finance Leases

3.8

Weighted Average Discount Rate

Operating Leases

6.42%

6.30%

Finance Leases

7.45%

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Annual Lease Maturities

The following table provides maturities of lease liabilities at September 30, 2024:

(in thousands)

Operating Leases

Finance Leases

Total

Remainder of 2024

$

597

$

64

$

661

2025

2,230

257

2,487

2026

1,961

257

2,218

2027

3,302

238

3,540

2028

2,868

136

3,004

Thereafter

9,241

9,241

Total Lease Payments

20,199

952

21,151

Less: Interest

(4,235)

(120)

(4,355)

Present Value of Lease Liabilities

$

15,964

$

832

$

16,796

Subleases

During the fourth quarter of 2023, we entered into two subleases related to our previous office space in Houston, Texas. The subtenants are responsible for monthly fixed rent and certain operating expenses associated with the office building, including utilities, which are considered variable lease payments. The sublease income is recorded as a reduction of rent expense under our head lease and is included in “General and Administrative” expense on the consolidated statements of operations. During the three and nine months ended September 30, 2024, we recognized total sublease income of $0.1 million and $0.4 million, respectively, including variable lease payments.

8.Income Taxes

Our predecessor, Solaris 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. Solaris 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 Solaris LLC is reported in the respective tax returns of its members.

Income Tax Expense

We recorded income tax expense of $2.5 million and $7.1 million for the three and nine months ended September 30, 2024, respectively, of which $0.5 million and $1.3 million was current, respectively, and the remainder was deferred. We recorded income tax expense of $2.0 million and $4.9 million for the three and nine months ended September 30, 2023, respectively, substantially all of which was deferred.

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 nine months ended September 30, 2024 and 2023 was 13.3% and 13.9%, respectively. The difference between the federal statutory rate and our estimated annual ETR is primarily due to the impact of the noncontrolling interest.

19

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 decreased $6.7 million during the nine months ended September 30, 2024, primarily as a result of net income during the period.

Tax Examinations

Solaris 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 2019 through 2023.

9.Stockholders’ Equity

Redemptions

During the nine months ended September 30, 2024 and 2023, zero and 31,954 Solaris LLC units, respectively, together with an equal number of shares of our Class B common stock, were redeemed for shares of our Class A common stock on a one-for-one basis.

Dividends and Distributions

Our Board of Directors declared a dividend of $0.09 per share for the first quarter of 2024 and a dividend of $0.105 per share for each of the second and third quarters of 2024 on our Class A common stock. In conjunction with the dividend payments, a distribution of $0.09 per unit was paid to unit holders of Solaris LLC for the first quarter, and a distribution of $0.105 per unit was paid to unit holders of Solaris LLC for each of the second and third quarters of 2024, subject to the same payment and record dates.

Our Board of Directors declared a dividend on our Class A common stock for the fourth quarter of 2024 of $0.105 per share. In conjunction with the dividend payment, a distribution of $0.105 per unit will be paid to unit holders of Solaris LLC. The dividend will be paid on December 19, 2024 to holders of record of our Class A common stock as of the close of business on December 5, 2024. The distribution to unit holders of Solaris LLC will be subject to the same payment and record dates.

Treasury Stock

During the nine months ended September 30, 2024 and 2023, 115,301 shares and 44,893 shares, respectively, of our Class A common stock were withheld for the payment of taxes due on shares of common stock issued to employees under our 2021 Equity Incentive Plan.

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, 23,107 of these escrow shares were released and returned to the Company for reimbursement of such workover costs and are included in “Treasury Stock” at a value of $0.3 million, which was their fair market value at the date of receipt. The receipt of these shares was recorded as a non-cash treasury stock transaction, with an allocation of the difference between the contractually ascribed value of the shares per the asset purchase agreement and the cost of the shares at the date of receipt recorded against the workover costs in the amount of $0.1 million. As of March 31, 2024, there were no remaining shares left in escrow.

20

During the three months ended September 30, 2023, 68,918 of these escrow shares were released and returned to the Company for reimbursement of such workover costs and are included in “Treasury Stock” at a value of $0.7 million, which was their fair market value at the date of receipt. The receipt of these shares was recorded as a non-cash treasury stock transaction, with an allocation of the difference between the contractually ascribed value of the shares per the asset purchase agreement and the cost of the shares at the date of receipt recorded against the workover costs in the amount of $0.5 million.

10.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 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. As of September 30, 2024, the remaining term of this commitment was 5.7 years with a remaining minimum commitment of $21.7 million, undiscounted.

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 September 30, 2024, we had purchase obligations and commitments of approximately $4.6 million due in the next twelve months.

Environmental

We are also subject to various federal, state and local laws and regulations relating to the protection of the environment. For the three and nine months ended September 30, 2024, we recognized $0.1 million and $0.8 million of expense, respectively, related to environmental matters that were recorded in “Direct Operating Costs” in the condensed consolidated statements of operations. For the three and nine months ended September 30, 2023, the expense related to environmental matters was $1.1 million and $4.0 million, respectively. As of September 30, 2024, we accrued insurance proceeds and third-party receivables of $7.0 million, of which $5.4 million are included in “Other Receivables” and $1.6 million are included in “Other Assets.” As of December 31, 2023, we accrued insurance proceeds and third-party receivables of $5.7 million, of which $4.1 million are included in “Other Receivables” and $1.6 million are included in “Other Assets.” We believe these proceeds are probable to collect and are reasonably estimable. Although we believe these estimates are reasonable, actual results could differ from these estimates.

11.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.

21

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

Nine Months Ended

(in thousands, except for share and per share amounts)

September 30, 

September 30, 

2024

2023

2024

2023

Net Income Attributable to Stockholders' Equity

$

16,431

$

12,242

$

46,373

$

30,381

Less: Net Income Attributable to Noncontrolling Interest

8,943

6,829

25,297

16,892

Net Income Attributable to Aris Water Solutions, Inc.

7,488

5,413

21,076

13,489

Participating Basic Earnings (1)

(578)

(344)

(1,567)

(835)

Basic Net Income Attributable to Aris Water Solutions, Inc.

$

6,910

$

5,069

$

19,509

$

12,654

Reallocation of Participating Net Income

3

-

3

-

Diluted Net Income Attributable to Aris Water Solutions, Inc.

$

6,913

$

5,069

$

19,512

$

12,654

Basic Weighted Average Shares Outstanding

30,631,995

30,050,560

30,511,701

30,007,433

Dilutive Performance-Based Stock Units

287,580

-

109,494

-

Dilutive Weighted Average Shares Outstanding

30,919,575

30,050,560

30,621,195

30,007,433

Basic Net Income Per Share of Class A Common Stock

$

0.23

$

0.17

$

0.64

$

0.42

Diluted Net Income Per Share of Class A Common Stock

$

0.22

$

0.17

$

0.64

$

0.42

(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 earnings represent the distributed and undistributed earnings of the Company attributable to participating securities. Unvested 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 one-for-one basis. A total of 27,543,565 weighted average shares of Class B common stock outstanding were determined to be antidilutive for the three and nine months ended September 30, 2024 and were excluded from the computation of diluted earnings per share of Class A common stock. In addition, zero and 7,684 PSUs were determined to be antidilutive for the three and nine months ended September 30, 2024, respectively, and were excluded from the computation of diluted earnings per share for those periods.

A total of 27,550,626 weighted average shares and 27,557,774 weighted average shares of Class B common stock outstanding were determined to be antidilutive for the three and nine months ended September 30, 2023, respectively, and were excluded from the computation of diluted earnings per share of Class A common stock. In addition, all PSUs were determined to be antidilutive for each 2023 period and were excluded from the computation of diluted earnings per share for those periods.

12.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.

22

Restricted Stock Units

RSU activity during the period was as follows:

    

RSUs

    

Weighted-Average Grant Date Fair Value

Outstanding at December 31, 2023

1,606,303

$

11.72

Granted

1,517,153

12.29

Forfeited

(64,505)

11.90

Vested (1)

(529,178)

11.61

Outstanding at September 30, 2024

2,529,773

$

12.08

(1)Includes 60,078 of awards that vested but have not yet been issued. For these awards, the requisite service period was met during the three months ended September 30, 2024, and the awardees elected to defer issuance until retirement. Compensation expense for these shares was previously recognized over the requisite service period.

The RSUs generally vest in the following installments: (i) one-third at the first anniversary of the award date, (ii) one-third at the second anniversary of the award date, and (iii) one-third at the third anniversary of the award date. As of September 30, 2024, approximately $20.1 million of compensation cost related to unvested RSUs remained to be recognized. The cost is expected to be recognized over a weighted-average period of 1.1 years.

Performance-Based Restricted Stock Units

PSU activity during the period was as follows:

    

PSUs

    

Weighted-Average Grant Date Fair Value

Outstanding at December 31, 2023

404,993

$

13.06

Granted

281,527

29.38

Forfeited

(9,957)

14.23

Outstanding at September 30, 2024

676,563

$

19.83

The PSUs granted in 2024 were granted to management under the 2021 Equity Incentive Plan and have the following performance criteria:

Relative PSUs: 50% of the PSUs are based on total shareholder return relative to the total shareholder return of a predetermined group of peer companies. This relative total shareholder return is calculated at the end of the performance periods stipulated in the PSU agreement.
Absolute PSUs: 50% of the PSUs have a performance criteria of absolute total shareholder return calculated at the end of the performance period stipulated in the PSU agreement.

The vesting and payout of the PSUs occur when the related service condition is completed, which is approximately three years after the grant date regardless of the duration of the stipulated performance period. The PSUs can be paid out in either Class A common stock or cash, at our election. Dividends accrue on PSUs and are paid upon vesting. As of September 30, 2024, approximately $8.4 million of compensation cost related to unvested PSUs remained to be recognized. The cost is expected to be recognized over a weighted-average period of 1.5 years.

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.

23

We used the following assumptions to estimate the fair value of PSUs granted during the nine months ended September 30, 2024:

Assumptions

Risk-free Interest Rate

4.67%

Volatility Range

17.04% - 61.19%

24

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 nine months ended September 30, 2024, included elsewhere in this report, as well as our 2023 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 2023 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

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.

Third Quarter 2024 Results

Significant financial and operating highlights for the three months ended September 30, 2024 include:

Total produced water handling volumes of 1,118 thousand barrels of water per day (“kbwpd”), an increase of 6% as compared with the third quarter of 2023
Total water solutions volumes sold of 459 kbwpd, relatively flat as compared with the third quarter of 2023
Direct operating costs per barrel of $0.32, consistent with the third quarter of 2023
Gross margin per barrel of $0.32, an increase of 23% as compared with the third quarter of 2023
Adjusted Operating Margin per Barrel (non-GAAP financial measure) of $0.45, an increase of 13% as compared with the third quarter of 2023
Total revenue of $112.3 million, an increase of 13% as compared with the third quarter of 2023
Net income of $16.4 million, an increase of 34% as compared with the third quarter of 2023
Adjusted EBITDA (non-GAAP financial measure) of $54.3 million, an increase of 21% as compared with the third quarter of 2023
Dividend paid on our Class A common stock for the third quarter of 2024 of $0.105 per share, along with a distribution of $0.105 per unit paid to unit holders of Solaris LLC, an increase of 17% as compared with the dividend paid during the third quarter of 2023

25

For additional information regarding our non-GAAP financial measures, see Non-GAAP Financial Measures below.

Beneficial Reuse Projects

We have a beneficial reuse strategic agreement (the “Joint Industry Project” or “JIP”) with Chevron U.S.A. Inc., ConocoPhillips and Exxon Mobil Corporation (collectively with us, the “alliance members”) to develop and pilot technologies and processes to treat produced water for potential beneficial reuse opportunities. We previously referred to this agreement as the Beneficial Reuse Strategic Agreement. In July 2024, Coterra Energy Inc. joined the JIP. 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 Chevron U.S.A., ConocoPhillips, ExxonMobil and Coterra Energy Inc. The treated water may be reused in a variety of ongoing applications testing, including non-consumptive agriculture, low emission hydrogen production and the direct air capture of atmospheric carbon dioxide. The alliance members are working with appropriate regulators, with a goal to complete Phase 1 testing and performance evaluation of pilot technologies by the end of 2024. We are in the planning process for Phase 2 testing which will build upon and scale Phase 1 and is expected to launch in 2025.

NAWI

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, OLI Systems, Inc. and SLAC National Accelerator Laboratory.

Research Grant by the Department of Energy

In December 2023, we were selected by the Department of Energy (“DOE”) to receive a research grant related to the treatment and desalination of produced water as an irrigation source for non-consumptive agriculture. The grant, which is currently in the negotiation phase, will allow us to expand our beneficial reuse for agriculture studies, following up on a greenhouse study conducted with Texas A&M AgriLife that used desalinated produced water to grow cotton and grasses. A wide range of partners from academia, agriculture and the oil and gas industry are expected to contribute to the DOE study, which we will continue to lead. The study is designed to demonstrate and optimize field-scale produced water treatment and desalination which is customized for irrigation of non-consumptive crops such as cotton and biofuels.

In addition, the study is expected to evaluate the extraction of valuable minerals and constituents contained in the produced water, such as ammonia, with the objective of investigating direct-use products for the

26

agriculture industry. Importantly, the study is expected to support further evaluation of carbon sequestration benefits that are related to specific agricultural applications using treated produced water.

Mineral Extraction Agreement

In the second quarter of 2024, we signed a letter of intent with a development partner to construct an iodine extraction facility at one of our Permian Basin produced water management facilities. We anticipate that this first iodine extraction facility in the Permian Basin will be operational by year-end 2025.

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 continue to be volatile as they are impacted by multiple factors such as supply disruptions, current recessionary concerns and responses of the Organization of Petroleum Exporting Countries and other oil exporting nations to market conditions. During the three and nine months ended September 30, 2024, the average West Texas Intermediate (“WTI”) crude oil spot price was $76.43 and $78.58, respectively, as compared with average WTI spot prices of $82.25 and $77.27 during the three and nine months ended September 30, 2023, respectively.

We believe there are several industry trends that continue to provide meaningful support for 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.

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

27

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 were as follows for the three-month periods ended September 30, 2024 and 2023:

(in thousands)

Three Months Ended September 30, 

    

    

2024

    

2023

    

2024 vs. 2023

Revenue

 

  

 

  

 

  

    

  

Produced Water Handling

$

59,006

$

47,574

$

11,432

24

%

Produced Water Handling—Affiliates

 

29,418

28,036

1,382

5

%

Water Solutions

 

16,600

20,370

(3,770)

(19)

%

Water Solutions—Affiliates

 

4,225

3,048

1,177

39

%

Other Revenue

3,063

761

2,302

302

%

Total Revenue

 

112,312

99,789

12,523

13

%

Cost of Revenue

 

Direct Operating Costs

 

46,553

44,687

1,866

4

%

Depreciation, Amortization and Accretion

 

19,974

19,445

529

3

%

Total Cost of Revenue

 

66,527

64,132

2,395

4

%

Operating Costs and Expenses

 

Abandoned Well Costs

8

1,214

(1,206)

(99)

%

General and Administrative

 

17,415

13,526

3,889

29

%

Research and Development Expense

408

809

(401)

(50)

%

Other Operating Income, Net

 

(358)

(2,121)

1,763

(83)

%

Total Operating Expenses

 

17,473

13,428

4,045

30

%

Operating Income

 

28,312

22,229

6,083

27

%

Interest Expense, Net

 

9,382

7,955

1,427

18

%

Income Before Income Taxes

 

18,930

14,274

4,656

33

%

Income Tax Expense

 

2,499

2,032

467

23

%

Net Income

$

16,431

$

12,242

$

4,189

34

%

28

Results of operations were as follows for the nine-month periods ended September 30, 2024 and 2023:

(in thousands)

Nine Months Ended September 30, 

    

    

2024

    

2023

    

2024 vs. 2023

Revenue

 

  

 

  

 

  

    

  

Produced Water Handling

$

172,927

$

143,390

$

29,537

21

%

Produced Water Handling—Affiliate

 

84,859

74,357

10,502

14

%

Water Solutions

 

42,097

49,180

(7,083)

(14)

%

Water Solutions—Affiliate

 

12,920

19,195

(6,275)

(33)

%

Other Revenue

4,032

1,871

2,161

115

%

Total Revenue

 

316,835

287,993

28,842

10

%

Cost of Revenue

 

Direct Operating Costs

 

126,393

132,978

(6,585)

(5)

%

Depreciation, Amortization and Accretion

 

59,102

57,137

1,965

3

%

Total Cost of Revenue

 

185,495

190,115

(4,620)

(2)

%

Operating Costs and Expenses

 

Abandoned Well Costs

318

1,214

(896)

(74)

%

General and Administrative

 

47,953

38,007

9,946

26

%

Research and Development Expense

2,601

1,867

734

39

%

Other Operating Expense (Income), Net

 

379

(2,096)

2,475

(118)

%

Total Operating Expenses

 

51,251

38,992

12,259

31

%

Operating Income

 

80,089

58,886

21,203

36

%

Other Expense

 

Interest Expense, Net

 

26,633

23,587

3,046

13

%

Other

1

1

N/M

%

Income Before Income Taxes

 

53,455

35,299

18,156

51

%

Income Tax Expense

 

7,082

4,918

2,164

44

%

Net Income

$

46,373

$

30,381

$

15,992

53

%

N/M Not Meaningful

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Operating Metrics

The amount of revenue we generate primarily depends on the volumes of water which we handle for, sell to or transfer for our customers.

Our volumes were as follows for the three-month periods ended September 30, 2024 and 2023:

Three Months Ended

September 30, 

    

2024

    

2023

2024 vs. 2023

(thousands of barrels of water per day)

Produced Water Handling Volumes

1,118

1,056

62

6

%

Water Solutions Volumes

Recycled Produced Water Volumes Sold

393

339

54

16

%

Groundwater Volumes Sold

66

121

(55)

(45)

%

Total Water Solutions Volumes

459

460

(1)

-

%

Total Volumes

1,577

1,516

61

4

%

Per Barrel Operating Metrics (1)

Produced Water Handling Revenue/Barrel

$

0.86

$

0.78

$

0.08

10

%

Water Solutions Revenue/Barrel

$

0.49

$

0.55

$

(0.06)

(11)

%

Revenue/Barrel of Total Volumes (2)

$

0.75

$

0.71

$

0.04

6

%

Direct Operating Costs/Barrel

$

0.32

$

0.32

$

-

-

%

Gross Margin/Barrel

$

0.32

$

0.26

$

0.06

23

%

Adjusted Operating Margin/Barrel (3)

$

0.45

$

0.40

$

0.05

13

%

(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)See Non-GAAP Financial Measures below.

30

Our volumes were as follows for the nine-month periods ended September 30, 2024 and 2023:

Nine Months Ended

September 30, 

    

2024

    

2023

2024 vs. 2023

(thousands of barrels of water per day)

Produced Water Handling Volumes

1,123

1,024

99

10

%

Water Solutions Volumes

Recycled Produced Water Volumes Sold

348

298

50

17

%

Groundwater Volumes Sold

47

141

(94)

(67)

%

Total Water Solutions Volumes

395

439

(44)

(10)

%

Total Volumes

1,518

1,463

55

4

%

Per Barrel Operating Metrics (1)

Produced Water Handling Revenue/Barrel

$

0.84

$

0.78

$

0.06

8

%

Water Solutions Revenue/Barrel

$

0.51

$

0.57

$

(0.06)

(11)

%

Revenue/Barrel of Total Volumes (2)

$

0.75

$

0.72

$

0.03

4

%

Direct Operating Costs/Barrel

$

0.30

$

0.33

$

(0.03)

(9)

%

Gross Margin/Barrel

$

0.32

$

0.24

$

0.08

33

%

Adjusted Operating Margin/Barrel (3)

$

0.46

$

0.39

$

0.07

18

%

(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)See Non-GAAP Financial Measures below.

Our skim oil volumes recovered were as follows for the three-month periods ended September 30, 2024 and 2023:

Three Months Ended

September 30, 

    

2024

    

2023

2024 vs. 2023

Skim Oil Volumes (bpd)

1,769

1,125

644

57

%

Skim Oil Volumes/Produced Water Handling Volumes

0.16%

0.11%

0.05%

45

%

Skim Oil Sales Revenue/Barrel of Skim Oil (1)

$

67.56

$

74.70

$

(7.14)

(10)

%

(1)Skim oil price received from the purchaser is net of certain customary deductions.

Our skim oil volumes recovered were as follows for the nine-month periods ended September 30, 2024 and 2023:

Nine Months Ended

September 30, 

    

2024

    

2023

2024 vs. 2023

Skim Oil Volumes (bpd)

1,663

1,171

492

42

%

Skim Oil Volumes/Produced Water Handling Volumes

0.15%

0.11%

0.04%

36

%

Skim Oil Sales Revenue/Barrel of Skim Oil (1)

$

69.45

$

69.61

$

(0.16)

-

%

(1)Skim oil price received from the purchaser is net of certain customary deductions.

31

Revenues

An analysis of 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

Nine Months Ended

(in thousands, except per unit amounts)

September 30, 

September 30, 

2024

    

2023

2024

2023

Produced Water Handling Fees

$

77,428

$

67,879

$

226,137

$

195,493

Skim Oil Sales Revenue

10,996

7,731

31,649

22,254

Total Produced Water Handling Revenue

$

88,424

$

75,610

$

257,786

$

217,747

Produced Water Handling Fees/Bbl

$

0.75

$

0.70

$

0.74

$

0.70

Skim Oil Sales Revenue/Bbl

0.11

0.08

0.10

0.08

Total Produced Water Handling Revenue/Bbl

$

0.86

$

0.78

$

0.84

$

0.78

Produced water handling revenues increased for the three months ended September 30, 2024 as compared with the three months ended September 30, 2023 primarily due to:

an increase of $9.5 million related to a 62 kbwpd volume increase driven by activity associated with our long-term acreage dedication agreements and higher prices, and
an increase of $3.3 million in skim oil sales revenue due to increased volumes on the system and higher skim oil recoveries per barrel of produced water received.

Produced water handling revenues increased for the nine months ended September 30, 2024 as compared with the nine months ended September 30, 2023 primarily due to:

an increase of $30.6 million related to a 99 kbwpd volume increase driven by activity associated with our long-term acreage dedication agreements and higher prices, and
an increase of $9.4 million in skim oil sales revenue due to increased volumes on the system and higher skim oil recoveries per barrel of produced water received.

Water Solutions Revenue

Water solutions revenues had a net decrease for the three months ended September 30, 2024 as compared with the three months ended September 30, 2023 primarily due to:

a decrease of $3.2 million related to a 55 kbwpd groundwater volume decrease as a result of a shift towards providing more recycled produced water as a proportion of total water solutions volumes,
a decrease of $2.1 million related to lower prices for groundwater volumes sold,
partially offset by a $2.3 million increase related to a 54 kbwpd increase in recycled produced water volumes sold.

32

Water solutions revenues had a net decrease for the nine months ended September 30, 2024 as compared with the nine months ended September 30, 2023 due to:

a decrease of $17.9 million related to a 94 kbwpd groundwater volume decrease as a result of a shift towards providing more recycled produced water as a proportion of total water solutions volumes,
a decrease of $4.7 million related to lower prices for groundwater volumes sold,
partially offset by a $6.8 million increase related to a 50 kbwpd volume increase in recycled volumes sold, and
a $2.5 million increase related to higher prices for recycled volumes sold.

Other Revenues

During the three months ended September 30, 2024, we finalized an agreement with a third party to construct and operate a water separation facility on their behalf. We recorded $2.0 million in “Other Revenues” related to the services performed to operate the facility during the three months ended September 30, 2024. See Item 1. Financial Statements ─ Note 2. Significant Accounting Policies.

Expenses

An analysis of expenses is as follows:

Direct Operating Costs

Direct operating costs increased $1.9 million for the three months ended September 30, 2024 as compared with the three months ended September 30, 2023 primarily due to an increase in produced water volumes handled. On a per barrel basis, direct operating costs for the three months ended September 30, 2024 remained flat in comparison to the three months ended September 30, 2023.

Direct operating costs decreased $6.6 million for the nine months ended September 30, 2024 as compared with the nine months ended September 30, 2023 primarily due to a decrease in groundwater purchases related to lower groundwater volumes sold for water solutions and lower electricity and fuel costs due to continued electrification of facilities, partially offset by higher workover expenses, higher repairs and maintenance expenses and higher landowner royalties associated with greater produced water volumes handled. On a per barrel basis, direct operating costs decreased $0.03 year over year, primarily due to a decrease in groundwater purchases and lower electricity and fuel costs at produced water handling and recycling facilities.

33

Depreciation, Amortization and Accretion Expenses

Depreciation, amortization and accretion expense for the three and nine months ended September 30, 2024 as compared with the three and nine months ended September 30, 2023 slightly increased due to higher depreciation expense related to new assets placed in service.

Abandoned Well Costs

See Item 1. Financial Statements ─ Note 4. Property, Plant and Equipment.

General and Administrative Expenses

General and administrative (“G&A”) expenses increased $3.9 million for the three months ended September 30, 2024 as compared with the three months ended September 30, 2023 primarily due to a $1.8 million increase in stock-based compensation expense, which was $4.9 million and $3.1 million for the three months ended September 30, 2024 and 2023, respectively. The remaining increase in G&A expenses during the three months ended September 30, 2024 primarily related to higher compensation and benefits expenses related to higher headcount, higher legal fees and higher IT expenses.

G&A expenses increased $9.9 million for the nine months ended September 30, 2024 as compared with the nine months ended September 30, 2023, primarily due to a $4.2 million increase in stock-based compensation expense, which was $12.6 million and $8.4 million for the nine months ended September 30, 2024 and 2023, respectively. The remaining increase in G&A expenses during the nine months ended September 30, 2024 primarily related to higher compensation and benefits expenses related to higher headcount, higher legal fees, higher IT expenses and higher office rent expense primarily related to our new corporate office lease.

Research and Development Expense

Research and development expense is related to the development of technologies for the beneficial reuse of produced water. Research and development expense decreased for the three months ended September 30, 2024 as compared with the three months ended September 30, 2023 due to Coterra Energy Inc. joining the JIP in the third quarter of 2024 and the costs being split equally among alliance members, as described above. Research and development expense increased for the nine months ended September 30, 2024 as compared with the nine months ended September 30, 2023 due to internal beneficial reuse research and development, as well as the JIP.

For the three months ended September 30, 2024 and 2023, total research and development expense related to the JIP, which is split equally among alliance members, was $2.0 million and $1.8 million, respectively. For the nine months ended September 30, 2024 and 2023, total research and development expense related to the JIP, which is split equally among alliance members, was $7.2 million and $3.9 million, respectively.

Other Operating (Income) Expense, Net

Other operating (income) expense, net includes net gains and losses on asset sales, abandoned projects, transaction costs and other expenses. See Item 1. Financial Statements ─ Note 3. Additional Financial Statement Information and Note 4. Property, Plant and Equipment.

34

Interest Expense, Net

Components of interest expense, net are as follows for the periods indicated:

Three Months Ended

Nine Months Ended

(in thousands)

September 30, 

September 30, 

2024

    

2023

2024

2023

Interest on Debt Instruments

$

8,678

$

8,373

$

25,575

$

25,477

Amortization of Debt Issuance Costs

764

612

2,293

1,830

Interest on Finance Lease Obligations

2

2

Total Interest Expense

9,444

8,985

27,870

27,307

Less: Amounts Capitalized

(62)

(1,030)

(1,237)

(3,720)

Interest Expense, Net

$

9,382

$

7,955

$

26,633

$

23,587

Total interest expense for the three months ended September 30, 2024 increased as compared with the three months ended September 30, 2023 primarily due to borrowings under our revolving credit facility. The average outstanding debt balance for the three months ended September 30, 2024 was $449 million compared with $439 million for the three months ended September 30, 2023. Interest expense, net for the three months ended September 30, 2024 increased as compared with the three months ended September 30, 2023 due to a decrease in offsetting capitalized interest as a result of a decrease in assets under construction.

Total interest expense for the nine months ended September 30, 2024 increased as compared with the nine months ended September 30, 2023 primarily due to higher amortization of debt issuance costs as a result of an amendment to our Credit Facility in October 2024. The average outstanding debt balance for the nine months ended September 30, 2024 was $437 million compared with $444 million for the nine months ended September 30, 2023. Interest expense, net for the nine months ended September 30, 2024 increased as compared with the nine months ended September 30, 2023 due to a decrease in offsetting capitalized interest as a result of a decrease in assets under construction.

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 or gross margin or any other measures prepared under GAAP.

We believe this presentation is used by investors and professional research analysts for the valuation, comparison, rating, and investment recommendations of companies within our industry. Additionally, we use this information for comparative purposes 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 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 of Directors, return capital to equity holders. We also use Adjusted EBITDA as a performance measure under our short-term incentive plan. We define Adjusted EBITDA as net income (loss) plus: interest expense; income taxes; depreciation,

35

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 modification; 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 ERP system (as defined below)), less any gains on the sale of assets.

Adjusted Operating Margin and Adjusted Operating Margin per Barrel

Our Adjusted Operating Margin and Adjusted Operating Margin per Barrel are dependent upon the volume of produced water we gather and handle, the volume of recycled water and groundwater we sell and transfer, 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 plus depreciation, amortization and accretion. We define Adjusted Operating Margin per Barrel as Adjusted Operating Margin divided by total volumes handled, sold or transferred. 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, utilities, direct labor costs, chemical costs, workover, repair and maintenance costs and contract services 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.

36

The following table sets forth a reconciliation of net income as determined in accordance with GAAP to Adjusted EBITDA and Gross Margin as determined in accordance with GAAP to Adjusted Operating Margin for the periods indicated:

Three Months Ended

Nine Months Ended

(in thousands)

September 30, 

September 30, 

    

2024

    

2023

    

2024

    

2023

Net Income

$

16,431

$

12,242

$

46,373

$

30,381

Interest Expense, Net

9,382

7,955

26,633

23,587

Income Tax Expense

2,499

2,032

7,082

4,918

Depreciation, Amortization and Accretion

19,974

19,445

59,102

57,137

Abandoned Well Costs

8

1,214

318

1,214

Stock-Based Compensation

5,275

3,360

13,489

8,945

Abandoned Projects

78

823

128

(Gain) Loss on Disposal of Assets, Net

(30)

(2,631)

84

(2,574)

Transaction Costs

(36)

528

60

673

Research and Development Expense

408

809

2,601

1,867

Other

318

(18)

845

(612)

Adjusted EBITDA

$

54,307

$

44,936

$

157,410

$

125,664

Total Revenue

$

112,312

$

99,789

$

316,835

$

287,993

Cost of Revenue

(66,527)

(64,132)

(185,495)

(190,115)

Gross Margin

45,785

35,657

131,340

97,878

Depreciation, Amortization and Accretion

19,974

19,445

59,102

57,137

Adjusted Operating Margin

$

65,759

$

55,102

$

190,442

$

155,015

Total Volumes (thousands of barrels)

145,069

139,429

416,044

399,525

Adjusted Operating Margin/BBL

$

0.45

$

0.40

$

0.46

$

0.39

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 enhance shareholder returns by returning capital to shareholders, such as through dividend payments and share buybacks (to the extent determined by our Board of Directors).

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.

As of September 30, 2024, we had a cash balance of $32.8 million and working capital, defined as current assets less current liabilities, of $64.3 million. We had $400.0 million face value of Notes outstanding and $55.0 million outstanding under our Credit Facility, with $291.7 million of availability under our Credit Facility. As of September 30, 2024, we were in compliance with all the covenants under our Credit Facility and the indenture governing the Notes.

On October 1, 2024, we made an interest payment of $15.3 million on the Notes. As of November 1, 2024, we had an outstanding balance of $50.0 million under our Credit Facility at a weighted average interest rate of 7.504%. The borrowings are primarily being 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 September 30, 2024, the remaining minimum commitment under this agreement was

37

$21.7 million, undiscounted. As of September 30, 2024, we had short-term purchase obligations for products and services of approximately $4.6 million due in the next twelve months. See Item 1. Financial Statements ─ Note 10. Commitments and Contingencies.

Dividends and Distributions

Our Board of Directors declared a dividend of $0.09 per share for the first quarter of 2024 and a dividend of $0.105 per share for each of the second and third quarters of 2024 on our Class A common stock. In conjunction with the dividend payments, a distribution of $0.09 per unit was paid to unit holders of Solaris LLC for the first quarter, and a distribution of $0.105 was paid to unit holders of Solaris LLC for each of the second and third quarters of 2024, subject to the same payment and record dates.

Our Board of Directors declared a dividend on our Class A common stock for the fourth quarter of 2024 of $0.105 per share. In conjunction with the dividend payment, a distribution of $0.105 per unit will be paid to unit holders of Solaris LLC. The dividend will be paid on December 19, 2024 to holders of record of our Class A common stock as of the close of business on December 5, 2024. The distribution to unit holders of Solaris LLC will be subject to the same payment and record dates.

Cash Flows from Operating Activities

For the nine months ended September 30, 2024, net cash provided by operating activities totaled $111.2 million as compared with $152.5 million for the nine months ended September 30, 2023. The net decrease was primarily related to a net decrease of $17.3 million in working capital items for the nine months ended September 30, 2024 compared to a net increase of $51.4 million for the nine months ended September 30, 2023, which was primarily related to an increase in accounts receivable balances for the nine months ended September 30, 2024 in comparison to a decrease in accounts receivable balances for the nine months ended September 30, 2023.

Cash Flows from Investing Activities

For the nine months ended September 30, 2024, net cash used in investing activities totaled $87.0 million as compared with $111.8 million for the nine months ended September 30, 2023 and was primarily related to expenditures for property, plant and equipment. The decrease in expenditures during the nine months ended September 30, 2024 was a result of lower capital spending required to accommodate our long-term contracted customers. The nine months ended September 30, 2023 also includes $20.1 million for the sale of certain assets. See Item 1. Financial Statements ─ Note 4. Property, Plant and Equipment.

Cash Flows from Financing Activities

For the nine months ended September 30, 2024, net cash provided by financing activities totaled $3.5 million and consisted of net Credit Facility borrowings of $29.0 million, $18.2 million in dividends and distributions payments, $5.6 million in payments related to the insurance premium financing and $1.4 million treasury stock repurchases related to tax withholding on stock awards that vested. For the nine months ended September 30, 2023, net cash used in financing activities totaled $17.7 million and consisted of $1.0 million in net Credit Facility repayments, $16.1 million in dividends and distributions payments and $0.6 million treasury stock repurchases related to tax withholding on stock awards that vested.

Capital Requirements

We expect our capital expenditures will be between approximately $98.0 million to $105.0 million for 2024, which is based on our currently contracted customers’ latest outlooks on our dedicated acreage. 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

38

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.

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 2023 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 September 30, 2024, we had $55.0 million of outstanding borrowings under our Credit Facility at a weighted-average interest rate of 8.017%. 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. A hypothetical one percentage point increase in interest rates on our borrowings outstanding under our Credit Facility at September 30, 2024 would increase our annual interest expense by approximately $0.6 million.

39

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 September 30, 2024. 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 the evaluation of our disclosure controls and procedures as of September 30, 2024, 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

Except as described below, there were no changes in internal control over financial reporting identified in the evaluation for the quarter ended September 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the three months ended September 30, 2024, we implemented a new Enterprise Resource Planning (“ERP”) system. In connection with this ERP system implementation, we updated our internal controls over financial reporting, as necessary, to accommodate modifications to our business processes and accounting procedures. We will continue to monitor the impact of this implementation on our processes and procedures, as well as the impact on our internal controls over financial reporting. We do not believe that this ERP system implementation will have an adverse effect on 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 II, Item 1 of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024. 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

There have been no material changes or updates to our risk factors that were previously disclosed in Part I, Item 1A of our 2023 Annual Report.

40

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table summarizes the repurchases of our common stock occurring in the third quarter of 2024:

Period

Total Number of Shares Purchased

Average Price Paid Per Share

Total Number of
Shares Purchased
as Part of Publicly
Announced Plans or
Programs

Approximate Dollar
Value of Shares that
May Yet Be
Purchased Under the
Plans or Programs

7/1/2024 - 7/31/2024

-

$

-

-

-

8/1/2024 - 8/31/2024 (1)

328

17.71

-

-

9/1/2024 - 9/30/2024 (1)

5,111

16.82

-

-

Total

5,439

$

16.87

-

-

(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.

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 September 30, 2024, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).

Item 6. Exhibits

The exhibits listed are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

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 to the Aris Water Solutions, Inc. 2021 Equity Incentive Plan.

10.2†*

Amendment to the Aris Water Solutions Inc. Change in Control Severance Plan.

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.

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.

41

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.

Management contract or compensatory plan or arrangement.

42

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.

November 5, 2024

Aris Water Solutions, Inc.

By:

/s/ Amanda M. Brock

Amanda M. Brock

President and Chief Executive Officer

/s/ Stephan E. Tompsett

Stephan E. Tompsett

R. Schroer

Chief Financial Officer

/s/ Jeffrey K. Hunt

Jeffrey K. Hunt

Chief Accounting Officer

43

EXHIBIT 10.1

Amendment to the Aris Water Solutions, Inc. 2021 Equity Incentive Plan

THIS AMENDMENT (this Amendment”) to the Aris Water Solutions, Inc. 2021 Equity Incentive Plan (the “Plan”) is hereby made effective as of August 15, 2024.

1.Authority to Amend the Plan. Pursuant to Section 20 of the Plan, the Board may amend the Plan from time to time.
2.Amendment to the Plan. Section 2(b) of the Plan is hereby amended by deleting it in its entirety and replacing it with the following (modified language highlighted):

“(h)           “Change in Control” means, except as otherwise provided in an Award Agreement, the occurrence of any one of the following:

 

(i)        any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person) representing 40% or more of the combined voting power of the Company’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in Section 2(h)(iii)(A) below;

 

(ii)       the following individuals cease for any reason to constitute a majority of the number of directors then serving: (A) individuals who, on the Effective Date (as defined below), constitute the Board and (B) any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least a majority of the directors then still in office who were either directors on the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended;

 

(iii)     there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than (A) a merger or consolidation which would result in the holders of the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 60% of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation;

 

(iv)      the implementation of a plan of complete liquidation or dissolution of the Company; or

 

(v)       there is consummated a sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 60% of the combined voting power of the voting securities of which is owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.”

3.Effect of the Amendment. Except as expressly amended hereby, the Plan shall remain in full force and effect. Any reference to the Plan contained in any notice, request or other document executed concurrently with


or after the date hereof shall be deemed to include this Amendment, unless the context shall otherwise require.

4.Governing Law. This Amendment shall be interpreted and construed in accordance with the laws of the State of Delaware.
5.Headings. Headings are given to the sections of this Amendment solely as a convenience to facilitate reference and shall not be deemed in any way material or relevant to the construction or interpretation of the Plan, this Amendment or any provision thereof or hereof.


EXHIBIT 10.2

Amendment to the Aris Water Solutions, Inc. Change in Control Severance Plan

THIS AMENDMENT (this Amendment”) to the Aris Water Solutions, Inc. Change in Control Severance Plan (the “Plan”) is hereby made effective as of August 15, 2024.

1.Authority to Amend the Plan. Pursuant to Section 9 of the Plan, the Compensation Committee of the Board of Directors may amend the Plan from time to time.
2.Amendment to the Plan. Section 3(p) of the Plan is hereby amended by deleting clauses (iii) and (iv) thereof in their entirety and replacing them with the following (modified language highlighted):

“(iii)   A lump sum payment in an amount equal to the Participant’s Severance Multiplier multiplied by the greater of (x) the Participant’s target annual bonus for the fiscal year in which the Termination Date occurs or (y) the Participant’s actual annual bonus for the fiscal year preceding the fiscal year in which the Termination Date occurs, payable within sixty (60) days following the Termination Date;

(iv)A lump sum payment in an amount equal to a pro-rata portion of the greater of (x) the Participant’s target annual bonus for the fiscal year in which the Termination Date occurs or (y) the Participant’s actual annual bonus for the fiscal year preceding the fiscal year in which the Termination Date occurs, which pro-rata portion will be based on the number of days the Participant is employed during such fiscal year, payable within sixty (60) days following the Termination Date;”

3.Effect of the Amendment. Except as expressly amended hereby, the Plan shall remain in full force and effect. Any reference to the Plan contained in any notice, request or other document executed concurrently with or after the date hereof shall be deemed to include this Amendment, unless the context shall otherwise require.

4.Governing Law. This Amendment shall be interpreted and construed in accordance with the laws of the State of Delaware.
5.Headings. Headings are given to the sections of this Amendment solely as a convenience to facilitate reference and shall not be deemed in any way material or relevant to the construction or interpretation of the Plan, this Amendment or any provision thereof or hereof.

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Amanda M. Brock, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Aris Water Solutions, Inc. (the “registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 5, 2024

/s/ Amanda M. Brock

Amanda M. Brock

President and Chief Executive Officer (Principal Executive Officer)


EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Stephan E. Tompsett, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Aris Water Solutions, Inc. (the “registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 5, 2024

)

/s/ Stephan E. Tompsett

Stephan E. Tompsett

Chief Financial Officer (Principal Financial Officer)


EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (SUBSECTIONS (a) AND (b) OF SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE)

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), I, Amanda M. Brock, President and Chief Executive Officer of Aris Water Solutions, Inc., (the “Company”), hereby certify, to my knowledge, that:

(1)the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:    November 5, 2024

/s/ Amanda M. Brock

Amanda M. Brock

President and Chief Executive Officer


EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (SUBSECTIONS (a) AND (b) OF SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE)

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), I, Stephan E. Tompsett, Chief Financial Officer of Aris Water Solutions, Inc., (the “Company”), hereby certify, to my knowledge, that:

(1)the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:    November 5, 2024

/s/ Stephan E. Tompsett

Stephan E. Tompsett

Chief Financial Officer


v3.24.3
Document and Entity Information - shares
9 Months Ended
Sep. 30, 2024
Nov. 01, 2024
Document Information [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 30, 2024  
Document Transition Report false  
Securities Act File Number 001-40955  
Entity Registrant Name Aris Water Solutions, Inc.  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 87-1022110  
Entity Address, Address Line One 9651 Katy Freeway  
Entity Address, Address Line Two Suite 400  
Entity Address, City or Town Houston  
Entity Address, State or Province TX  
Entity Address, Postal Zip Code 77024  
City Area Code 832  
Local Phone Number 304-7003  
Title of 12(b) Security Class A Common Stock, $0.01 par value per share  
Trading Symbol ARIS  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company true  
Entity Ex Transition Period false  
Entity Shell Company false  
Entity Central Index Key 0001865187  
Document Fiscal Year Focus 2024  
Current Fiscal Year End Date --12-31  
Document Fiscal Period Focus Q3  
Amendment Flag false  
Class A Common Stock    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding   30,682,834
Class B Common Stock    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding   27,543,565
v3.24.3
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Assets    
Cash $ 32,760 $ 5,063
Other Receivables 15,292 12,767
Prepaids and Deposits 4,459 8,364
Total Current Assets 153,557 108,550
Fixed Assets    
Property, Plant and Equipment 1,125,295 1,041,703
Accumulated Depreciation (150,867) (121,989)
Total Property, Plant and Equipment, Net 974,428 919,714
Intangible Assets, Net 204,487 232,277
Goodwill 34,585 34,585
Deferred Income Tax Assets, Net 15,966 22,634
Operating Lease Right-of-Use Assets, Net 15,650 16,726
Other Assets 5,986 5,995
Total Assets 1,404,659 1,340,481
Liabilities and Stockholders' Equity    
Insurance Premium Financing Liability   5,463
Accrued and Other Current Liabilities 74,830 64,416
Total Current Liabilities 89,278 96,698
Long-Term Debt, Net of Debt Issuance Costs 452,194 421,792
Asset Retirement Obligations 21,499 19,030
Tax Receivable Agreement Liability 98,274 98,274
Other Long-Term Liabilities 16,650 16,794
Total Liabilities 677,895 652,588
Commitments and Contingencies (see Note 10)
Stockholders' Equity    
Preferred Stock $0.01 par value, 50,000,000 authorized. None issued or outstanding as of September 30, 2024 and December 31, 2023
Treasury Stock (at Cost), 556,727 shares as of September 30, 2024; 418,319 shares as of December 31, 2023 (6,822) (5,133)
Additional Paid-in-Capital 337,609 328,543
Retained Earnings (Accumulated Deficit) 11,332 (87)
Total Stockholders' Equity Attributable to Aris Water Solutions, Inc. 342,705 323,904
Noncontrolling Interest 384,059 363,989
Total Stockholders' Equity 726,764 687,893
Total Liabilities and Stockholders' Equity 1,404,659 1,340,481
Class A Common Stock    
Stockholders' Equity    
Common stock value 311 306
Class B Common Stock    
Stockholders' Equity    
Common stock value 275 275
Nonrelated Party    
Assets    
Accounts Receivable, Net 69,854 59,393
Liabilities and Stockholders' Equity    
Accounts Payable 13,510 25,925
Related Party    
Assets    
Accounts Receivable, Net 31,192 22,963
Liabilities and Stockholders' Equity    
Accounts Payable $ 938 $ 894
v3.24.3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Sep. 30, 2024
Dec. 31, 2023
Preferred stock, par value (in dollars per share) $ 0.01 $ 0.01
Preferred stock, authorized (in shares) 50,000,000 50,000,000
Preferred stock, issued (in shares) 0 0
Preferred stock, outstanding (in shares) 0 0
Treasury Stock (in shares) 556,727 418,319
Class A Common Stock    
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common stock, authorized (in shares) 600,000,000 600,000,000
Common stock, issued (in shares) 31,139,032 30,669,932
Common stock, outstanding (in shares) 30,582,305 30,251,613
Class B Common Stock    
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common stock, authorized (in shares) 180,000,000 180,000,000
Common stock, issued (in shares) 27,543,565 27,543,565
Common stock, outstanding (in shares) 27,543,565 27,543,565
v3.24.3
Condensed Consolidated Statements of Operations - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Revenue        
Total Revenue $ 112,312 $ 99,789 $ 316,835 $ 287,993
Cost of Revenue        
Direct Operating Costs 46,553 44,687 126,393 132,978
Depreciation, Amortization and Accretion 19,974 19,445 59,102 57,137
Total Cost of Revenue 66,527 64,132 185,495 190,115
Operating Costs and Expenses        
Abandoned Well Costs 8 1,214 318 1,214
General and Administrative 17,415 13,526 47,953 38,007
Research and Development Expense 408 809 2,601 1,867
Other Operating (Income) Expense, Net (358) (2,121) 379 (2,096)
Total Operating Expenses 17,473 13,428 51,251 38,992
Operating Income 28,312 22,229 80,089 58,886
Other Expense        
Interest Expense, Net 9,382 7,955 26,633 23,587
Other     1  
Total Other Expense 9,382 7,955 26,634 23,587
Income Before Income Taxes 18,930 14,274 53,455 35,299
Income Tax Expense 2,499 2,032 7,082 4,918
Net Income 16,431 12,242 46,373 30,381
Net Income Attributable to Noncontrolling Interest 8,943 6,829 25,297 16,892
Net Income Attributable to Aris Water Solutions, Inc. $ 7,488 $ 5,413 $ 21,076 $ 13,489
Net Income Per Share of Class A Common Stock        
Basic (in dollars per share) $ 0.23 $ 0.17 $ 0.64 $ 0.42
Diluted (in dollars per share) $ 0.22 $ 0.17 $ 0.64 $ 0.42
Weighted Average Shares of Class A Common Stock Outstanding        
Basic (in shares) 30,631,995 30,050,560 30,511,701 30,007,433
Diluted (in shares) 30,919,575 30,050,560 30,621,195 30,007,433
Other Revenue        
Revenue        
Total Revenue $ 3,063 $ 761 $ 4,032 $ 1,871
Nonrelated Party | Produced Water Handling        
Revenue        
Total Revenue 59,006 47,574 172,927 143,390
Nonrelated Party | Water Solutions        
Revenue        
Total Revenue 16,600 20,370 42,097 49,180
Related Party        
Revenue        
Total Revenue 33,600 31,100 97,800 93,600
Related Party | Produced Water Handling        
Revenue        
Total Revenue 29,418 28,036 84,859 74,357
Related Party | Water Solutions        
Revenue        
Total Revenue $ 4,225 $ 3,048 $ 12,920 $ 19,195
v3.24.3
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Cash Flow from Operating Activities    
Net Income $ 46,373 $ 30,381
Adjustments to reconcile Net Income to Net Cash provided by Operating Activities:    
Deferred Income Tax Expense 5,730 4,773
Depreciation, Amortization and Accretion 59,102 57,137
Stock-Based Compensation 13,489 8,945
Abandoned Well Costs 318 1,214
Loss (Gain) on Disposal of Assets, Net 84 (2,574)
Abandoned Projects 823 128
Amortization of Debt Issuance Costs, Net 2,193 1,580
Other 422 (473)
Changes in Operating Assets and Liabilities:    
Accounts Receivable (11,039) 22,594
Accounts Receivable from Affiliate (8,229) 22,771
Other Receivables (3,168) (13,359)
Prepaids and Deposits 4,056 3,564
Accounts Payable (8,418) (155)
Payables to Affiliate 44 (1,844)
Accrued Liabilities and Other 9,445 17,843
Net Cash Provided by Operating Activities 111,225 152,525
Cash Flow from Investing Activities    
Property, Plant and Equipment Expenditures (87,201) (131,874)
Proceeds from the Sale of Property, Plant and Equipment 160 20,119
Net Cash Used in Investing Activities (87,041) (111,755)
Cash Flow from Financing Activities    
Dividends and Distributions Paid (18,192) (16,083)
Repurchase of Shares (1,418) (625)
Repayment of Credit Facility (40,000) (51,000)
Proceeds from Credit Facility 69,000 50,000
Payment of Insurance Premium Financing (5,634)  
Payment of Finance Leases (243)  
Net Cash Provided by (Used in) Financing Activities 3,513 (17,708)
Net Increase in Cash 27,697 23,062
Cash, Beginning of Period 5,063 1,122
Cash, End of Period 32,760 24,184
Supplementary Cash Flow Data    
Cash Paid for Interest 17,561 18,230
Cash Paid for Income Taxes $ 618 $ 80
v3.24.3
Condensed Consolidated Statements of Stockholders' and Members' Equity - USD ($)
$ in Thousands
Common Stock
Class A Common Stock
Common Stock
Class B Common Stock
Additional Paid-in Capital
Treasury Stock
Retained Earnings (Accumulated Deficit)
Non-controlling Interest
Class A Common Stock
Class B Common Stock
Total
Beginning Balance at Dec. 31, 2022 $ 300 $ 276 $ 319,545 $ (2,891) $ (7,722) $ 347,579     $ 657,087
Beginning Balance (in shares) at Dec. 31, 2022 30,115,979 27,575,519              
Treasury Stock, Beginning Balance (in shares) at Dec. 31, 2022       196,762          
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Redemption of Class B Shares for Class A Shares     267     (267)      
Redemption of Class B Shares for Class A Shares (in shares) 20,953 (20,953)              
Stock-based Compensation Expense $ 2   2,383     83     2,468
Stock-based Compensation Expense (in shares) 175,717                
Increase in TRA Liability Related to Share Redemption, Net     (110)           (110)
Deferred Tax Assets (Liabilities) Acquired     82           82
Dividends and Distributions (in dollars per share)         (2,826) (2,588)     (5,414)
Purchase of Treasury Stock       $ (599)         (599)
Purchase of Treasury Stock (in shares)       42,293          
Net Income         3,378 4,330     7,708
Ending Balance at Mar. 31, 2023 $ 302 $ 276 322,167 $ (3,490) (7,170) 349,137     661,222
Ending Balance (in shares) at Mar. 31, 2023 30,312,649 27,554,566              
Treasury Stock, Ending Balance (in shares) at Mar. 31, 2023       239,055          
Beginning Balance at Dec. 31, 2022 $ 300 $ 276 319,545 $ (2,891) (7,722) 347,579     657,087
Beginning Balance (in shares) at Dec. 31, 2022 30,115,979 27,575,519              
Treasury Stock, Beginning Balance (in shares) at Dec. 31, 2022       196,762          
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Redemption of Class B Shares for Class A Shares (in shares) 31,954                
Net Income                 30,381
Ending Balance at Sep. 30, 2023 $ 303 $ 275 325,655 $ (4,259) (2,683) 359,503     678,794
Ending Balance (in shares) at Sep. 30, 2023 30,334,399 27,543,565              
Treasury Stock, Ending Balance (in shares) at Sep. 30, 2023       310,573          
Beginning Balance at Mar. 31, 2023 $ 302 $ 276 322,167 $ (3,490) (7,170) 349,137     661,222
Beginning Balance (in shares) at Mar. 31, 2023 30,312,649 27,554,566              
Treasury Stock, Beginning Balance (in shares) at Mar. 31, 2023       239,055          
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Redemption of Class B Shares for Class A Shares     7     (7)      
Redemption of Class B Shares for Class A Shares (in shares) 524 (524)              
Stock-based Compensation Expense     1,626     1,491     3,117
Increase in TRA Liability Related to Share Redemption, Net     (3)           (3)
Deferred Tax Assets (Liabilities) Acquired     2           2
Dividends and Distributions (in dollars per share)         (2,819) (2,584)     (5,403)
Net Income         4,698 5,733     10,431
Ending Balance at Jun. 30, 2023 $ 302 $ 276 323,799 $ (3,490) (5,291) 353,770     669,366
Ending Balance (in shares) at Jun. 30, 2023 30,313,173 27,554,042              
Treasury Stock, Ending Balance (in shares) at Jun. 30, 2023       239,055          
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Redemption of Class B Shares for Class A Shares $ 1 $ (1) 136     (136)      
Redemption of Class B Shares for Class A Shares (in shares) 10,477 (10,477)              
Stock-based Compensation Expense     1,816     1,544     3,360
Stock-based Compensation Expense (in shares) 10,749                
Increase in TRA Liability Related to Share Redemption, Net     (71)           (71)
Deferred Tax Assets (Liabilities) Acquired     48           48
Dividends and Distributions (in dollars per share)         (2,805) (2,577)     (5,382)
Purchase of Treasury Stock     (73) $ (769)   73     (769)
Purchase of Treasury Stock (in shares)       71,518          
Net Income         5,413 6,829     12,242
Ending Balance at Sep. 30, 2023 $ 303 $ 275 325,655 $ (4,259) (2,683) 359,503     678,794
Ending Balance (in shares) at Sep. 30, 2023 30,334,399 27,543,565              
Treasury Stock, Ending Balance (in shares) at Sep. 30, 2023       310,573          
Beginning Balance at Dec. 31, 2023 $ 306 $ 275 328,543 $ (5,133) (87) 363,989     $ 687,893
Beginning Balance (in shares) at Dec. 31, 2023 30,669,932 27,543,565         30,251,613 27,543,565  
Treasury Stock, Beginning Balance (in shares) at Dec. 31, 2023       418,319         418,319
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Stock-based Compensation Expense $ 4   4,503     (986)     $ 3,521
Stock-based Compensation Expense (in shares) 428,044                
Deferred Tax Assets (Liabilities) Acquired     224           224
Dividends and Distributions (in dollars per share)         (2,884) (2,601)     (5,485)
Purchase of Treasury Stock     (18) $ (1,581)   18     (1,581)
Purchase of Treasury Stock (in shares)       131,921          
Net Income         7,623 9,207     16,830
Ending Balance at Mar. 31, 2024 $ 310 $ 275 333,252 $ (6,714) 4,652 369,627     701,402
Ending Balance (in shares) at Mar. 31, 2024 31,097,976 27,543,565              
Treasury Stock, Ending Balance (in shares) at Mar. 31, 2024       550,240          
Beginning Balance at Dec. 31, 2023 $ 306 $ 275 328,543 $ (5,133) (87) 363,989     $ 687,893
Beginning Balance (in shares) at Dec. 31, 2023 30,669,932 27,543,565         30,251,613 27,543,565  
Treasury Stock, Beginning Balance (in shares) at Dec. 31, 2023       418,319         418,319
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Redemption of Class B Shares for Class A Shares (in shares) 0                
Net Income                 $ 46,373
Ending Balance at Sep. 30, 2024 $ 311 $ 275 337,609 $ (6,822) 11,332 384,059     $ 726,764
Ending Balance (in shares) at Sep. 30, 2024 31,139,032 27,543,565         30,582,305 27,543,565  
Treasury Stock, Ending Balance (in shares) at Sep. 30, 2024       556,727         556,727
Beginning Balance at Mar. 31, 2024 $ 310 $ 275 333,252 $ (6,714) 4,652 369,627     $ 701,402
Beginning Balance (in shares) at Mar. 31, 2024 31,097,976 27,543,565              
Treasury Stock, Beginning Balance (in shares) at Mar. 31, 2024       550,240          
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Stock-based Compensation Expense     2,509     2,184     4,693
Stock-based Compensation Expense (in shares) 6,250                
Deferred Tax Assets (Liabilities) Acquired     (578)           (578)
Dividends and Distributions (in dollars per share)         (3,382) (3,051)     (6,433)
Purchase of Treasury Stock       $ (16)         (16)
Purchase of Treasury Stock (in shares)       1,048          
Net Income         5,965 7,147     13,112
Ending Balance at Jun. 30, 2024 $ 310 $ 275 335,183 $ (6,730) 7,235 375,907     712,180
Ending Balance (in shares) at Jun. 30, 2024 31,104,226 27,543,565              
Treasury Stock, Ending Balance (in shares) at Jun. 30, 2024       551,288          
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Stock-based Compensation Expense $ 1   3,010     2,264     5,275
Stock-based Compensation Expense (in shares) 34,806                
Deferred Tax Assets (Liabilities) Acquired     (584)           (584)
Dividends and Distributions (in dollars per share)         (3,391) (3,055)     (6,446)
Purchase of Treasury Stock       $ (92)         (92)
Purchase of Treasury Stock (in shares)       5,439          
Net Income         7,488 8,943     16,431
Ending Balance at Sep. 30, 2024 $ 311 $ 275 $ 337,609 $ (6,822) $ 11,332 $ 384,059     $ 726,764
Ending Balance (in shares) at Sep. 30, 2024 31,139,032 27,543,565         30,582,305 27,543,565  
Treasury Stock, Ending Balance (in shares) at Sep. 30, 2024       556,727         556,727
v3.24.3
Condensed Consolidated Statements of Stockholders' and Members' Equity (Parenthetical) - $ / shares
3 Months Ended
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Condensed Consolidated Statements of Stockholders' and Members' Equity            
Dividends and Distributions Declared (in dollars per share) $ 0.105 $ 0.105 $ 0.09 $ 0.09 $ 0.09 $ 0.09
v3.24.3
Organization and Background of Business
9 Months Ended
Sep. 30, 2024
Organization and Background of Business  
Organization and Background of Business

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 Solaris Midstream Holdings, LLC, a Delaware limited liability company (“Solaris 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 Solaris LLC. As the sole managing member of Solaris LLC, we operate and control the business and affairs of Solaris LLC, and through Solaris LLC and its subsidiaries, conduct our business. We consolidate the financial results of Solaris LLC and report a noncontrolling interest related to the portion of Solaris LLC units not owned by us.

These unaudited condensed consolidated financial statements reflect the financial statements of the consolidated Company including Aris Inc., Solaris LLC and Solaris LLC’s subsidiaries.

v3.24.3
Basis of Presentation and Significant Accounting Policies
9 Months Ended
Sep. 30, 2024
Basis of Presentation and Significant Accounting Policies  
Basis of Presentation and Significant Accounting Policies

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.

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 statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2023.

Consolidation

We have determined that the members with equity at risk in Solaris LLC lack the authority, through voting rights or similar rights, to direct the activities that most significantly impact Solaris LLC’s economic performance; therefore, Solaris LLC is considered a variable interest entity. As the managing member of Solaris LLC, we operate and control all of the business and affairs of Solaris LLC, as well as have the obligation to absorb losses or the right to receive benefits that could be potentially significant to us. Therefore, we are considered the primary beneficiary and consolidate Solaris LLC.

Noncontrolling Interest

As of September 30, 2024, we own approximately 53% of Solaris LLC. Our condensed consolidated financial statements include a noncontrolling interest representing the percentage of Solaris LLC units not held by us.

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.

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.

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, 2023 for the discussion of our significant accounting policies. There were no significant updates or revisions to our accounting policies during the nine months ended September 30, 2024.

Fair Value Information

The fair value of our 7.625% Senior Sustainability-Linked Notes (the “Notes”), which are fixed-rate debt, is estimated based on the published market prices for the same or similar issues. Management has designated this measurement as a Level 2 fair value measurement. The fair value of our Credit Facility (as defined below) approximates carrying value as the debt bears interest at a variable rate which is reflective of current rates otherwise available to us. Management has designated this measurement as Level 3. Fair value information regarding our debt is as follows:

(in thousands)

September 30, 2024

December 31, 2023

Carrying

Fair

Carrying

Fair

    

Amount

    

Value

    

Amount

    

Value

Senior Sustainability-Linked Notes

$

400,000

$

403,375

$

400,000

$

405,090

Credit Facility

$

55,000

$

55,000

$

26,000

$

26,000

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 $162.2 million and $134.4 million at September 30, 2024 and December 31, 2023, respectively.

Related Parties

We and ConocoPhillips, one of our principal owners, are parties to a long-term water gathering and handling agreement, pursuant to which ConocoPhillips dedicates all the produced water generated from its current and future acreage in a defined area of mutual interest in New Mexico and Texas.

As of September 30, 2024 and December 31, 2023, we had receivables of $31.2 million and $23.0 million, respectively, from ConocoPhillips that were recorded in “Accounts Receivable from Affiliate” on the condensed consolidated balance sheet. As of September 30, 2024 and December 31, 2023, we had payables of $0.8 million and $0.9 million, respectively, to ConocoPhillips that were recorded in “Payables to Affiliate” on the condensed consolidated balance sheet. Revenues related to ConocoPhillips were $33.6 million and $97.8 million, respectively, for the three and nine months ended September 30, 2024. Revenues related to ConocoPhillips were $31.1 million and $93.6 million, respectively, for the three and nine months ended September 30, 2023.

Collaborative Arrangements

We have a beneficial reuse strategic agreement (the “Joint Industry Project” or “JIP”) with Chevron U.S.A. Inc., ConocoPhillips and Exxon Mobil Corporation (collectively with us, the “alliance members”) to develop and pilot technologies and processes to treat produced water for potential beneficial reuse opportunities. In the beginning of the third quarter of 2024, Coterra Energy Inc. joined the JIP. We previously referred to this agreement as the Beneficial Reuse Strategic Agreement. 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.

Total research and development expense related to the JIP, which is split equally among alliance members, was $2.0 million and $7.2 million, respectively, for the three and nine months ended September 30, 2024. Total research and development expense related to the JIP, which is split equally among alliance members, was $1.8 million and $3.9 million, respectively, for the three and nine months ended September 30, 2023.

Financing Receivable

In the third quarter of 2024, we finalized 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 September 30, 2024, the discounted total balance due from the third party was $4.8 million, of which $4.0 million is included in “Other Receivables” and $0.8 million is included in “Other Assets” on the condensed consolidated balance sheet. Income related to services performed to operate the facility is recorded in “Other Revenues.”

Recent Accounting Pronouncements

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.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” This ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in this ASU require disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses. This ASU is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024 and should be applied prospectively. We do not expect a material impact on our condensed consolidated financial statements and related disclosures upon adoption.

v3.24.3
Additional Financial Statement Information
9 Months Ended
Sep. 30, 2024
Additional Financial Statement Information  
Additional Financial Statement Information

3.Additional Financial Statement Information

Balance Sheet

Other balance sheet information is as follows:

(in thousands)

    

September 30, 

December 31,

    

2024

2023

Other Receivables

Insurance and Third Party Receivables for Remediation Expenses

$

5,427

$

4,064

Reimbursable Research and Development Receivable

1,450

Property Insurance Receivable

2,337

4,000

Financing Receivable

4,004

Reimbursable Projects

3,524

3,253

Total Other Receivables

$

15,292

$

12,767

Prepaids and Deposits

Prepaid Insurance

$

318

$

5,494

Other Prepaids and Deposits

4,141

2,870

Total Prepaids and Deposits

$

4,459

$

8,364

Accrued and Other Current Liabilities

Accrued Operating Expense

$

26,157

$

33,491

Accrued Capital Costs

3,722

3,812

Accrued Interest

16,147

8,510

Accrued Compensation

10,269

10,118

Accrued General and Administrative Expense

1,787

1,030

Sales Tax Payable

7,667

1,645

Operating Lease Liabilities

1,631

1,676

Finance Lease Liabilities

205

Contingent Consideration Liability

1,056

1,221

Advance Billings for Reimbursable Research and Development Expense

1,378

1,120

Other

4,811

1,793

Total Accrued and Other Current Liabilities

$

74,830

$

64,416

Other Long-Term Liabilities

Noncurrent Operating Lease Liabilities

$

14,333

$

14,716

Noncurrent Finance Lease Liabilities

627

Contingent Consideration Liability

1,690

2,078

Total Other Long-Term Liabilities

$

16,650

$

16,794

Statement of Operations

Other statement of operations information is as follows:

(in thousands)

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

    

2024

    

2023

    

2024

    

2023

Depreciation, Amortization and Accretion Expense

Depreciation of Property, Plant and Equipment

$

10,351

$

9,749

$

30,295

$

27,946

Amortization of Intangible Assets

9,263

9,392

27,790

28,295

Accretion of Asset Retirement Obligations

351

304

1,008

896

Amortization of Finance Right-of-Use Assets

9

9

Total Depreciation, Amortization and Accretion Expense

$

19,974

$

19,445

$

59,102

$

57,137

Other Operating (Income) Expense, Net

(Gain) Loss on Disposal of Assets, Net

$

(30)

$

(2,631)

$

84

$

(2,574)

Abandoned Projects

78

823

128

Transaction Costs

(36)

528

60

673

Other

(370)

(18)

(588)

(323)

Other Operating (Income) Expense, Net

$

(358)

$

(2,121)

$

379

$

(2,096)

Interest Expense

Interest on Debt Instruments

$

8,678

$

8,373

$

25,575

$

25,477

Amortization of Debt Issuance Costs

764

612

2,293

1,830

Interest on Finance Lease Obligations

2

2

Total Interest Expense

9,444

8,985

27,870

27,307

Less: Capitalized Interest

(62)

(1,030)

(1,237)

(3,720)

Total Interest Expense, Net

$

9,382

$

7,955

$

26,633

$

23,587

v3.24.3
Property, Plant and Equipment
9 Months Ended
Sep. 30, 2024
Property, Plant and Equipment.  
Property, Plant and Equipment

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)

    

September 30, 

December 31,

    

2024

2023

Wells, Facilities, Water Ponds and Related Equipment

$

621,587

$

561,059

Pipelines

454,812

427,528

Vehicles, Equipment, Computers and Office Furniture

26,571

24,496

Assets Subject to Depreciation

1,102,970

1,013,083

Land

463

463

Projects and Construction in Progress

21,862

28,157

Total Property, Plant and Equipment

1,125,295

1,041,703

Accumulated Depreciation

(150,867)

(121,989)

Total Property, Plant and Equipment, Net

$

974,428

$

919,714

Accrued PP&E additions totaled $9.1 million and $13.1 million at September 30, 2024 and December 31, 2023, respectively.

Abandoned Projects

During the three and nine months ended September 30, 2024, we recorded $0.1 million and $0.8 million, respectively, in abandoned project expense related to abandoned projects and the write-off of permits for water handling facilities and right-of-way easements that either expired prior to use or that we no longer planned to use for future projects.

During the nine months ended September 30, 2023, we recorded $0.1 million in abandoned project expense. Abandoned project expense is recorded in “Other Operating (Income) Expense, Net” in the condensed consolidated statements of operations.

Assets Sold

During the three months ended September 30, 2023, we received cash consideration of $20.1 million for the sale of certain assets. We recorded a gain of $2.6 million, which is included in “Other Operating (Income) Expense, Net” in the condensed consolidated statements of operations for the three and nine months ended September 30, 2023.

Abandoned Assets

During the three months ended September 30, 2023, management determined a stand-alone produced water handling facility was no longer economically beneficial to the operations of the Company and should be shut-in and taken out of service. Accordingly, we removed the costs and the associated accumulated depreciation and recognized a $1.2 million charge for the remaining book value of the asset. This charge is included in “Abandoned Well Costs” in the condensed consolidated statements of operations for the three and nine months ended September 30, 2023.

v3.24.3
Tax Receivable Agreement Liability
9 Months Ended
Sep. 30, 2024
Tax Receivable Agreement Liability  
Tax Receivable Agreement Liability

5.Tax Receivable Agreement Liability

Our tax receivable agreement (“TRA”) with the legacy owners of Solaris 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 85% of the net cash savings, if any, in U.S. federal, state and local income tax and franchise tax that we actually realize (computed by simplifying assumptions to address the impact of state and local taxes) or, are deemed to realize in certain circumstances, in periods after our initial public offering (the “IPO”) as a result of certain increases in tax basis that occur as a result of our acquisition or Solaris LLC’s redemption, respectively, of all or a portion of such TRA Holder’s Solaris LLC units in connection with the IPO or pursuant to the exercise of a redemption right or call right. We retain the remaining 15% of these cash savings. The future benefit of these cash savings is included, alongside other tax attributes, in our total deferred income tax asset balance at September 30, 2024.

As of September 30, 2024 and December 31, 2023, the TRA liability totaled $98.3 million.

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 redemption date. We currently do not anticipate experiencing a change of control or an early termination of the TRA.

v3.24.3
Debt
9 Months Ended
Sep. 30, 2024
Debt  
Debt

6.Debt

Our debt consists of the following:

(in thousands)

    

September 30, 

December 31,

    

2024

2023

7.625% Senior Sustainability-Linked Notes

$

400,000

$

400,000

Credit Facility

55,000

26,000

Total Long-Term Debt

455,000

426,000

Less: Unamortized Debt Issuance Costs

(2,806)

(4,208)

Total Long-Term Debt, Net of Debt Issuance Costs

$

452,194

$

421,792

Insurance Premium Financing Liability

$

$

5,463

Total Debt

$

452,194

$

427,255

(1)Credit Facility borrowings bore weighted average interest rates of 8.017% and 8.276% at September 30, 2024 and December 31, 2023, respectively.

Senior Sustainability-Linked Notes

Our 7.625% Senior Sustainability-Linked Notes (the “Notes”) are due April 1, 2026. The 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 Notes are guaranteed on a senior unsecured basis by our wholly-owned subsidiaries. Interest on the Notes is payable on April 1 and October 1 of each year. We may redeem all or part of the Notes at any time at a redemption price of 101.9063% through March 31, 2025 and a redemption price of 100% on or after April 1, 2025. If we undergo a change of control, we may be required to repurchase all or a portion of the Notes at a price equal to 101% of the principal amount of the Notes, plus accrued interest.

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 $350.0 million, (ii) a maturity date of October 12, 2027, with a springing maturity of 91 days ahead of the Notes’ due date of April 1, 2026 in the event the Notes are voluntarily redeemed, repurchased, refinanced or otherwise retired in full prior to such springing maturity date, (iii) loans made under our revolving credit facility (the “Credit Facility”) and unused commitment fees to be determined based on a leverage ratio ranging from 3.00:1.00 to 4.50:1.00, (iv) an accordion feature permitting the Company to seek an increase of the Credit Facility of up to $150.0 million, subject to certain conditions, (v) a leverage ratio covenant which comprises a maximum total funded debt to EBITDA ratio, net of $40.0 million of unrestricted cash and cash equivalents if the facility is 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 4.50 to 1.00 and (vii) a secured leverage covenant of 2.50 to 1.00.

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 0.50% and (c) Term SOFR for an interest period of one month plus 1.00%; plus a margin that ranges from 175 basis points to 275 basis points, depending upon our leverage ratio; or
ii.SOFR borrowings that bear interest at Term SOFR plus SOFR Adjustment of 0.10% plus a margin that ranges from 275 basis points to 375 basis points, depending upon our leverage ratio.

In addition, the Credit Facility provides for commitment fee rates that range from 37.5 basis points to 50.0 basis points, depending upon our leverage ratio.

As of September 30, 2024, we had $3.3 million in letters of credit outstanding and $291.7 million in revolving commitments available.

The Credit Facility is secured by all the real and material personal property owned by Solaris LLC or any of its subsidiaries, other than certain excluded assets. As of September 30, 2024, we were in compliance with all covenants contained in the Credit Facility.

Insurance Premium Financing

In the fourth quarter of 2023, we entered into a short-term agreement with a third-party to finance certain insurance premiums for an aggregate amount of $6.6 million. The insurance premium financing was fully repaid as of September 30, 2024.

v3.24.3
Leases
9 Months Ended
Sep. 30, 2024
Leases  
Leases

7.Leases

In the normal course of business, we enter into lease agreements to support our operations. During the three months ended September 30, 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 48 months. Our operating leased assets include right-of-way easements for our wells and facilities, office space and other assets.

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)

September 30, 

December 31,

2024

2023

Operating Leases

Assets

Operating Lease Right-of-Use Assets, Net

$

15,650

$

16,726

Liabilities

Accrued and Other Current Liabilities

$

1,631

$

1,676

Other Long-Term Liabilities

$

14,333

$

14,716

Finance Leases

Assets

Property, Plant and Equipment

$

970

$

Less: Accumulated Depreciation

(9)

Total Property, Plant and Equipment, Net

$

961

$

Liabilities

Accrued and Other Current Liabilities

$

205

$

Other Long-Term Liabilities

$

627

$

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:

Three Months Ended

Nine Months Ended

(in thousands)

September 30, 

September 30, 

2024

    

2023

2024

    

2023

Operating Lease Costs

Direct Operating Costs (1)

$

355

$

324

$

1,031

$

927

General and Administrative (1)

516

230

1,550

627

Short-term lease costs (2)

3,187

5,298

9,980

12,628

Finance Lease Costs

Amortization of right-of-use asset (3)

9

9

Interest on Lease Obligations (4)

2

2

Total Lease Cost

$

4,069

$

5,852

$

12,572

$

14,182

(1)Does not include short-term lease costs.
(2)Included in “Direct Operating Costs” or “General and Administrative” in our condensed consolidated statements of operations and primarily include field equipment rentals.
(3)Included in “Depreciation, Amortization and Accretion” in our condensed consolidated statements of operations.
(4)Included in “Interest Expense, Net” in our condensed consolidated statements of operations.

Cash Flow Information

The following table summarizes supplemental cash flow information related to leases:

(in thousands)

Nine Months Ended September 30, 

2024

    

2023

Cash Paid for Amounts Included in the Measurement of Lease Liabilities

Operating Cash Flows from Operating Leases

$

1,931

$

1,051

Financing Cash Flows from Finance Leases

$

243

$

Right-of-Use Assets Obtained in Exchange for Lease Liabilities, Net

Operating Leases

$

768

$

9,462

Finance Leases

$

970

$

Lease Terms and Discount Rates

The following table provides lease terms and discount rates related to leases:

September 30, 2024

December 31, 2023

Weighted Average Remaining Lease Term (Years)

Operating Leases

7.1

7.6

Finance Leases

3.8

Weighted Average Discount Rate

Operating Leases

6.42%

6.30%

Finance Leases

7.45%

Annual Lease Maturities

The following table provides maturities of lease liabilities at September 30, 2024:

(in thousands)

Operating Leases

Finance Leases

Total

Remainder of 2024

$

597

$

64

$

661

2025

2,230

257

2,487

2026

1,961

257

2,218

2027

3,302

238

3,540

2028

2,868

136

3,004

Thereafter

9,241

9,241

Total Lease Payments

20,199

952

21,151

Less: Interest

(4,235)

(120)

(4,355)

Present Value of Lease Liabilities

$

15,964

$

832

$

16,796

Subleases

During the fourth quarter of 2023, we entered into two subleases related to our previous office space in Houston, Texas. The subtenants are responsible for monthly fixed rent and certain operating expenses associated with the office building, including utilities, which are considered variable lease payments. The sublease income is recorded as a reduction of rent expense under our head lease and is included in “General and Administrative” expense on the consolidated statements of operations. During the three and nine months ended September 30, 2024, we recognized total sublease income of $0.1 million and $0.4 million, respectively, including variable lease payments.

v3.24.3
Income Taxes
9 Months Ended
Sep. 30, 2024
Income Taxes  
Income Taxes

8.Income Taxes

Our predecessor, Solaris 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. Solaris 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 Solaris LLC is reported in the respective tax returns of its members.

Income Tax Expense

We recorded income tax expense of $2.5 million and $7.1 million for the three and nine months ended September 30, 2024, respectively, of which $0.5 million and $1.3 million was current, respectively, and the remainder was deferred. We recorded income tax expense of $2.0 million and $4.9 million for the three and nine months ended September 30, 2023, respectively, substantially all of which was deferred.

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 nine months ended September 30, 2024 and 2023 was 13.3% and 13.9%, respectively. The difference between the federal statutory rate and our estimated annual ETR is primarily due to the impact of the noncontrolling interest.

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 decreased $6.7 million during the nine months ended September 30, 2024, primarily as a result of net income during the period.

Tax Examinations

Solaris 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 2019 through 2023.

v3.24.3
Stockholders' Equity
9 Months Ended
Sep. 30, 2024
Stockholders' Equity  
Stockholders' Equity

9.Stockholders’ Equity

Redemptions

During the nine months ended September 30, 2024 and 2023, zero and 31,954 Solaris LLC units, respectively, together with an equal number of shares of our Class B common stock, were redeemed for shares of our Class A common stock on a one-for-one basis.

Dividends and Distributions

Our Board of Directors declared a dividend of $0.09 per share for the first quarter of 2024 and a dividend of $0.105 per share for each of the second and third quarters of 2024 on our Class A common stock. In conjunction with the dividend payments, a distribution of $0.09 per unit was paid to unit holders of Solaris LLC for the first quarter, and a distribution of $0.105 per unit was paid to unit holders of Solaris LLC for each of the second and third quarters of 2024, subject to the same payment and record dates.

Our Board of Directors declared a dividend on our Class A common stock for the fourth quarter of 2024 of $0.105 per share. In conjunction with the dividend payment, a distribution of $0.105 per unit will be paid to unit holders of Solaris LLC. The dividend will be paid on December 19, 2024 to holders of record of our Class A common stock as of the close of business on December 5, 2024. The distribution to unit holders of Solaris LLC will be subject to the same payment and record dates.

Treasury Stock

During the nine months ended September 30, 2024 and 2023, 115,301 shares and 44,893 shares, respectively, of our Class A common stock were withheld for the payment of taxes due on shares of common stock issued to employees under our 2021 Equity Incentive Plan.

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, 23,107 of these escrow shares were released and returned to the Company for reimbursement of such workover costs and are included in “Treasury Stock” at a value of $0.3 million, which was their fair market value at the date of receipt. The receipt of these shares was recorded as a non-cash treasury stock transaction, with an allocation of the difference between the contractually ascribed value of the shares per the asset purchase agreement and the cost of the shares at the date of receipt recorded against the workover costs in the amount of $0.1 million. As of March 31, 2024, there were no remaining shares left in escrow.

During the three months ended September 30, 2023, 68,918 of these escrow shares were released and returned to the Company for reimbursement of such workover costs and are included in “Treasury Stock” at a value of $0.7 million, which was their fair market value at the date of receipt. The receipt of these shares was recorded as a non-cash treasury stock transaction, with an allocation of the difference between the contractually ascribed value of the shares per the asset purchase agreement and the cost of the shares at the date of receipt recorded against the workover costs in the amount of $0.5 million.

v3.24.3
Commitments and Contingencies
9 Months Ended
Sep. 30, 2024
Commitments and Contingencies.  
Commitments and Contingencies

10.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 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. As of September 30, 2024, the remaining term of this commitment was 5.7 years with a remaining minimum commitment of $21.7 million, undiscounted.

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 September 30, 2024, we had purchase obligations and commitments of approximately $4.6 million due in the next twelve months.

Environmental

We are also subject to various federal, state and local laws and regulations relating to the protection of the environment. For the three and nine months ended September 30, 2024, we recognized $0.1 million and $0.8 million of expense, respectively, related to environmental matters that were recorded in “Direct Operating Costs” in the condensed consolidated statements of operations. For the three and nine months ended September 30, 2023, the expense related to environmental matters was $1.1 million and $4.0 million, respectively. As of September 30, 2024, we accrued insurance proceeds and third-party receivables of $7.0 million, of which $5.4 million are included in “Other Receivables” and $1.6 million are included in “Other Assets.” As of December 31, 2023, we accrued insurance proceeds and third-party receivables of $5.7 million, of which $4.1 million are included in “Other Receivables” and $1.6 million are included in “Other Assets.” We believe these proceeds are probable to collect and are reasonably estimable. Although we believe these estimates are reasonable, actual results could differ from these estimates.

v3.24.3
Earnings Per Share
9 Months Ended
Sep. 30, 2024
Earnings Per Share [Abstract]  
Earnings Per Share

11.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.

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

Nine Months Ended

(in thousands, except for share and per share amounts)

September 30, 

September 30, 

2024

2023

2024

2023

Net Income Attributable to Stockholders' Equity

$

16,431

$

12,242

$

46,373

$

30,381

Less: Net Income Attributable to Noncontrolling Interest

8,943

6,829

25,297

16,892

Net Income Attributable to Aris Water Solutions, Inc.

7,488

5,413

21,076

13,489

Participating Basic Earnings (1)

(578)

(344)

(1,567)

(835)

Basic Net Income Attributable to Aris Water Solutions, Inc.

$

6,910

$

5,069

$

19,509

$

12,654

Reallocation of Participating Net Income

3

-

3

-

Diluted Net Income Attributable to Aris Water Solutions, Inc.

$

6,913

$

5,069

$

19,512

$

12,654

Basic Weighted Average Shares Outstanding

30,631,995

30,050,560

30,511,701

30,007,433

Dilutive Performance-Based Stock Units

287,580

-

109,494

-

Dilutive Weighted Average Shares Outstanding

30,919,575

30,050,560

30,621,195

30,007,433

Basic Net Income Per Share of Class A Common Stock

$

0.23

$

0.17

$

0.64

$

0.42

Diluted Net Income Per Share of Class A Common Stock

$

0.22

$

0.17

$

0.64

$

0.42

(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 earnings represent the distributed and undistributed earnings of the Company attributable to participating securities. Unvested 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 one-for-one basis. A total of 27,543,565 weighted average shares of Class B common stock outstanding were determined to be antidilutive for the three and nine months ended September 30, 2024 and were excluded from the computation of diluted earnings per share of Class A common stock. In addition, zero and 7,684 PSUs were determined to be antidilutive for the three and nine months ended September 30, 2024, respectively, and were excluded from the computation of diluted earnings per share for those periods.

A total of 27,550,626 weighted average shares and 27,557,774 weighted average shares of Class B common stock outstanding were determined to be antidilutive for the three and nine months ended September 30, 2023, respectively, and were excluded from the computation of diluted earnings per share of Class A common stock. In addition, all PSUs were determined to be antidilutive for each 2023 period and were excluded from the computation of diluted earnings per share for those periods.

v3.24.3
Stock-Based Compensation
9 Months Ended
Sep. 30, 2024
Stock-Based Compensation  
Stock-Based Compensation

12.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.

Restricted Stock Units

RSU activity during the period was as follows:

    

RSUs

    

Weighted-Average Grant Date Fair Value

Outstanding at December 31, 2023

1,606,303

$

11.72

Granted

1,517,153

12.29

Forfeited

(64,505)

11.90

Vested (1)

(529,178)

11.61

Outstanding at September 30, 2024

2,529,773

$

12.08

(1)Includes 60,078 of awards that vested but have not yet been issued. For these awards, the requisite service period was met during the three months ended September 30, 2024, and the awardees elected to defer issuance until retirement. Compensation expense for these shares was previously recognized over the requisite service period.

The RSUs generally vest in the following installments: (i) one-third at the first anniversary of the award date, (ii) one-third at the second anniversary of the award date, and (iii) one-third at the third anniversary of the award date. As of September 30, 2024, approximately $20.1 million of compensation cost related to unvested RSUs remained to be recognized. The cost is expected to be recognized over a weighted-average period of 1.1 years.

Performance-Based Restricted Stock Units

PSU activity during the period was as follows:

    

PSUs

    

Weighted-Average Grant Date Fair Value

Outstanding at December 31, 2023

404,993

$

13.06

Granted

281,527

29.38

Forfeited

(9,957)

14.23

Outstanding at September 30, 2024

676,563

$

19.83

The PSUs granted in 2024 were granted to management under the 2021 Equity Incentive Plan and have the following performance criteria:

Relative PSUs: 50% of the PSUs are based on total shareholder return relative to the total shareholder return of a predetermined group of peer companies. This relative total shareholder return is calculated at the end of the performance periods stipulated in the PSU agreement.
Absolute PSUs: 50% of the PSUs have a performance criteria of absolute total shareholder return calculated at the end of the performance period stipulated in the PSU agreement.

The vesting and payout of the PSUs occur when the related service condition is completed, which is approximately three years after the grant date regardless of the duration of the stipulated performance period. The PSUs can be paid out in either Class A common stock or cash, at our election. Dividends accrue on PSUs and are paid upon vesting. As of September 30, 2024, approximately $8.4 million of compensation cost related to unvested PSUs remained to be recognized. The cost is expected to be recognized over a weighted-average period of 1.5 years.

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.

We used the following assumptions to estimate the fair value of PSUs granted during the nine months ended September 30, 2024:

Assumptions

Risk-free Interest Rate

4.67%

Volatility Range

17.04% - 61.19%

v3.24.3
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Pay vs Performance Disclosure        
Net Income (Loss) $ 7,488 $ 5,413 $ 21,076 $ 13,489
v3.24.3
Insider Trading Arrangements
3 Months Ended
Sep. 30, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.3
Basis of Presentation and Significant Accounting Policies (Policies)
9 Months Ended
Sep. 30, 2024
Basis of Presentation and Significant Accounting Policies  
Basis of Presentation

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.

Interim Financial Statements

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 statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2023.

Consolidation

Consolidation

We have determined that the members with equity at risk in Solaris LLC lack the authority, through voting rights or similar rights, to direct the activities that most significantly impact Solaris LLC’s economic performance; therefore, Solaris LLC is considered a variable interest entity. As the managing member of Solaris LLC, we operate and control all of the business and affairs of Solaris LLC, as well as have the obligation to absorb losses or the right to receive benefits that could be potentially significant to us. Therefore, we are considered the primary beneficiary and consolidate Solaris LLC.

Noncontrolling Interest

Noncontrolling Interest

As of September 30, 2024, we own approximately 53% of Solaris LLC. Our condensed consolidated financial statements include a noncontrolling interest representing the percentage of Solaris LLC units not held by us.

Use of Estimates

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.

Reclassification of Prior Year Presentation

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.

Significant Accounting Policies

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, 2023 for the discussion of our significant accounting policies. There were no significant updates or revisions to our accounting policies during the nine months ended September 30, 2024.

Fair Value Information

Fair Value Information

The fair value of our 7.625% Senior Sustainability-Linked Notes (the “Notes”), which are fixed-rate debt, is estimated based on the published market prices for the same or similar issues. Management has designated this measurement as a Level 2 fair value measurement. The fair value of our Credit Facility (as defined below) approximates carrying value as the debt bears interest at a variable rate which is reflective of current rates otherwise available to us. Management has designated this measurement as Level 3. Fair value information regarding our debt is as follows:

(in thousands)

September 30, 2024

December 31, 2023

Carrying

Fair

Carrying

Fair

    

Amount

    

Value

    

Amount

    

Value

Senior Sustainability-Linked Notes

$

400,000

$

403,375

$

400,000

$

405,090

Credit Facility

$

55,000

$

55,000

$

26,000

$

26,000

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

Intangible assets are net of accumulated amortization of $162.2 million and $134.4 million at September 30, 2024 and December 31, 2023, respectively.

Related Parties

Related Parties

We and ConocoPhillips, one of our principal owners, are parties to a long-term water gathering and handling agreement, pursuant to which ConocoPhillips dedicates all the produced water generated from its current and future acreage in a defined area of mutual interest in New Mexico and Texas.

As of September 30, 2024 and December 31, 2023, we had receivables of $31.2 million and $23.0 million, respectively, from ConocoPhillips that were recorded in “Accounts Receivable from Affiliate” on the condensed consolidated balance sheet. As of September 30, 2024 and December 31, 2023, we had payables of $0.8 million and $0.9 million, respectively, to ConocoPhillips that were recorded in “Payables to Affiliate” on the condensed consolidated balance sheet. Revenues related to ConocoPhillips were $33.6 million and $97.8 million, respectively, for the three and nine months ended September 30, 2024. Revenues related to ConocoPhillips were $31.1 million and $93.6 million, respectively, for the three and nine months ended September 30, 2023.

Collaborative Arrangements

Collaborative Arrangements

We have a beneficial reuse strategic agreement (the “Joint Industry Project” or “JIP”) with Chevron U.S.A. Inc., ConocoPhillips and Exxon Mobil Corporation (collectively with us, the “alliance members”) to develop and pilot technologies and processes to treat produced water for potential beneficial reuse opportunities. In the beginning of the third quarter of 2024, Coterra Energy Inc. joined the JIP. We previously referred to this agreement as the Beneficial Reuse Strategic Agreement. 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.

Total research and development expense related to the JIP, which is split equally among alliance members, was $2.0 million and $7.2 million, respectively, for the three and nine months ended September 30, 2024. Total research and development expense related to the JIP, which is split equally among alliance members, was $1.8 million and $3.9 million, respectively, for the three and nine months ended September 30, 2023.

Financing Receivable

Financing Receivable

In the third quarter of 2024, we finalized 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 September 30, 2024, the discounted total balance due from the third party was $4.8 million, of which $4.0 million is included in “Other Receivables” and $0.8 million is included in “Other Assets” on the condensed consolidated balance sheet. Income related to services performed to operate the facility is recorded in “Other Revenues.”

Recent Accounting Pronouncements

Recent Accounting Pronouncements

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.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” This ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in this ASU require disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses. This ASU is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024 and should be applied prospectively. We do not expect a material impact on our condensed consolidated financial statements and related disclosures upon adoption.

v3.24.3
Basis of Presentation and Significant Accounting Policies (Tables)
9 Months Ended
Sep. 30, 2024
Basis of Presentation and Significant Accounting Policies  
Schedule of fair value information of debt

(in thousands)

September 30, 2024

December 31, 2023

Carrying

Fair

Carrying

Fair

    

Amount

    

Value

    

Amount

    

Value

Senior Sustainability-Linked Notes

$

400,000

$

403,375

$

400,000

$

405,090

Credit Facility

$

55,000

$

55,000

$

26,000

$

26,000

v3.24.3
Additional Financial Statement Information (Tables)
9 Months Ended
Sep. 30, 2024
Additional Financial Statement Information  
Schedule of Other Balance Sheet information

(in thousands)

    

September 30, 

December 31,

    

2024

2023

Other Receivables

Insurance and Third Party Receivables for Remediation Expenses

$

5,427

$

4,064

Reimbursable Research and Development Receivable

1,450

Property Insurance Receivable

2,337

4,000

Financing Receivable

4,004

Reimbursable Projects

3,524

3,253

Total Other Receivables

$

15,292

$

12,767

Prepaids and Deposits

Prepaid Insurance

$

318

$

5,494

Other Prepaids and Deposits

4,141

2,870

Total Prepaids and Deposits

$

4,459

$

8,364

Accrued and Other Current Liabilities

Accrued Operating Expense

$

26,157

$

33,491

Accrued Capital Costs

3,722

3,812

Accrued Interest

16,147

8,510

Accrued Compensation

10,269

10,118

Accrued General and Administrative Expense

1,787

1,030

Sales Tax Payable

7,667

1,645

Operating Lease Liabilities

1,631

1,676

Finance Lease Liabilities

205

Contingent Consideration Liability

1,056

1,221

Advance Billings for Reimbursable Research and Development Expense

1,378

1,120

Other

4,811

1,793

Total Accrued and Other Current Liabilities

$

74,830

$

64,416

Other Long-Term Liabilities

Noncurrent Operating Lease Liabilities

$

14,333

$

14,716

Noncurrent Finance Lease Liabilities

627

Contingent Consideration Liability

1,690

2,078

Total Other Long-Term Liabilities

$

16,650

$

16,794

Schedule of Other Statement of Operations information

(in thousands)

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

    

2024

    

2023

    

2024

    

2023

Depreciation, Amortization and Accretion Expense

Depreciation of Property, Plant and Equipment

$

10,351

$

9,749

$

30,295

$

27,946

Amortization of Intangible Assets

9,263

9,392

27,790

28,295

Accretion of Asset Retirement Obligations

351

304

1,008

896

Amortization of Finance Right-of-Use Assets

9

9

Total Depreciation, Amortization and Accretion Expense

$

19,974

$

19,445

$

59,102

$

57,137

Other Operating (Income) Expense, Net

(Gain) Loss on Disposal of Assets, Net

$

(30)

$

(2,631)

$

84

$

(2,574)

Abandoned Projects

78

823

128

Transaction Costs

(36)

528

60

673

Other

(370)

(18)

(588)

(323)

Other Operating (Income) Expense, Net

$

(358)

$

(2,121)

$

379

$

(2,096)

Interest Expense

Interest on Debt Instruments

$

8,678

$

8,373

$

25,575

$

25,477

Amortization of Debt Issuance Costs

764

612

2,293

1,830

Interest on Finance Lease Obligations

2

2

Total Interest Expense

9,444

8,985

27,870

27,307

Less: Capitalized Interest

(62)

(1,030)

(1,237)

(3,720)

Total Interest Expense, Net

$

9,382

$

7,955

$

26,633

$

23,587

v3.24.3
Property, Plant and Equipment (Tables)
9 Months Ended
Sep. 30, 2024
Property, Plant and Equipment.  
Schedule of PP&E

(in thousands)

    

September 30, 

December 31,

    

2024

2023

Wells, Facilities, Water Ponds and Related Equipment

$

621,587

$

561,059

Pipelines

454,812

427,528

Vehicles, Equipment, Computers and Office Furniture

26,571

24,496

Assets Subject to Depreciation

1,102,970

1,013,083

Land

463

463

Projects and Construction in Progress

21,862

28,157

Total Property, Plant and Equipment

1,125,295

1,041,703

Accumulated Depreciation

(150,867)

(121,989)

Total Property, Plant and Equipment, Net

$

974,428

$

919,714

v3.24.3
Debt (Tables)
9 Months Ended
Sep. 30, 2024
Debt  
Schedule of debt instruments

(in thousands)

    

September 30, 

December 31,

    

2024

2023

7.625% Senior Sustainability-Linked Notes

$

400,000

$

400,000

Credit Facility

55,000

26,000

Total Long-Term Debt

455,000

426,000

Less: Unamortized Debt Issuance Costs

(2,806)

(4,208)

Total Long-Term Debt, Net of Debt Issuance Costs

$

452,194

$

421,792

Insurance Premium Financing Liability

$

$

5,463

Total Debt

$

452,194

$

427,255

(1)Credit Facility borrowings bore weighted average interest rates of 8.017% and 8.276% at September 30, 2024 and December 31, 2023, respectively.
v3.24.3
Leases (Tables)
9 Months Ended
Sep. 30, 2024
Leases  
Summary of classification and location of our right-of-use assets and lease liabilities on the condensed consolidated balance sheet

(in thousands)

September 30, 

December 31,

2024

2023

Operating Leases

Assets

Operating Lease Right-of-Use Assets, Net

$

15,650

$

16,726

Liabilities

Accrued and Other Current Liabilities

$

1,631

$

1,676

Other Long-Term Liabilities

$

14,333

$

14,716

Finance Leases

Assets

Property, Plant and Equipment

$

970

$

Less: Accumulated Depreciation

(9)

Total Property, Plant and Equipment, Net

$

961

$

Liabilities

Accrued and Other Current Liabilities

$

205

$

Other Long-Term Liabilities

$

627

$

Summary of components of lease costs recognized in our condensed consolidated statements of operations

Three Months Ended

Nine Months Ended

(in thousands)

September 30, 

September 30, 

2024

    

2023

2024

    

2023

Operating Lease Costs

Direct Operating Costs (1)

$

355

$

324

$

1,031

$

927

General and Administrative (1)

516

230

1,550

627

Short-term lease costs (2)

3,187

5,298

9,980

12,628

Finance Lease Costs

Amortization of right-of-use asset (3)

9

9

Interest on Lease Obligations (4)

2

2

Total Lease Cost

$

4,069

$

5,852

$

12,572

$

14,182

(1)Does not include short-term lease costs.
(2)Included in “Direct Operating Costs” or “General and Administrative” in our condensed consolidated statements of operations and primarily include field equipment rentals.
(3)Included in “Depreciation, Amortization and Accretion” in our condensed consolidated statements of operations.
(4)Included in “Interest Expense, Net” in our condensed consolidated statements of operations.
Summary of supplemental statement of cash flow information

(in thousands)

Nine Months Ended September 30, 

2024

    

2023

Cash Paid for Amounts Included in the Measurement of Lease Liabilities

Operating Cash Flows from Operating Leases

$

1,931

$

1,051

Financing Cash Flows from Finance Leases

$

243

$

Right-of-Use Assets Obtained in Exchange for Lease Liabilities, Net

Operating Leases

$

768

$

9,462

Finance Leases

$

970

$

Summary of lease terms and discount rates

September 30, 2024

December 31, 2023

Weighted Average Remaining Lease Term (Years)

Operating Leases

7.1

7.6

Finance Leases

3.8

Weighted Average Discount Rate

Operating Leases

6.42%

6.30%

Finance Leases

7.45%

Summary of annual lease maturities

(in thousands)

Operating Leases

Finance Leases

Total

Remainder of 2024

$

597

$

64

$

661

2025

2,230

257

2,487

2026

1,961

257

2,218

2027

3,302

238

3,540

2028

2,868

136

3,004

Thereafter

9,241

9,241

Total Lease Payments

20,199

952

21,151

Less: Interest

(4,235)

(120)

(4,355)

Present Value of Lease Liabilities

$

15,964

$

832

$

16,796

v3.24.3
Earnings Per Share (Tables)
9 Months Ended
Sep. 30, 2024
Earnings Per Share [Abstract]  
Schedule of computation of basic and diluted net income per share

Three Months Ended

Nine Months Ended

(in thousands, except for share and per share amounts)

September 30, 

September 30, 

2024

2023

2024

2023

Net Income Attributable to Stockholders' Equity

$

16,431

$

12,242

$

46,373

$

30,381

Less: Net Income Attributable to Noncontrolling Interest

8,943

6,829

25,297

16,892

Net Income Attributable to Aris Water Solutions, Inc.

7,488

5,413

21,076

13,489

Participating Basic Earnings (1)

(578)

(344)

(1,567)

(835)

Basic Net Income Attributable to Aris Water Solutions, Inc.

$

6,910

$

5,069

$

19,509

$

12,654

Reallocation of Participating Net Income

3

-

3

-

Diluted Net Income Attributable to Aris Water Solutions, Inc.

$

6,913

$

5,069

$

19,512

$

12,654

Basic Weighted Average Shares Outstanding

30,631,995

30,050,560

30,511,701

30,007,433

Dilutive Performance-Based Stock Units

287,580

-

109,494

-

Dilutive Weighted Average Shares Outstanding

30,919,575

30,050,560

30,621,195

30,007,433

Basic Net Income Per Share of Class A Common Stock

$

0.23

$

0.17

$

0.64

$

0.42

Diluted Net Income Per Share of Class A Common Stock

$

0.22

$

0.17

$

0.64

$

0.42

(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 earnings represent the distributed and undistributed earnings of the Company attributable to participating securities. Unvested RSUs do not participate in undistributed net losses as they are not contractually obligated to do so.
v3.24.3
Stock-Based Compensation (Tables)
9 Months Ended
Sep. 30, 2024
Stock-Based Compensation  
Schedule of RSU activity

    

RSUs

    

Weighted-Average Grant Date Fair Value

Outstanding at December 31, 2023

1,606,303

$

11.72

Granted

1,517,153

12.29

Forfeited

(64,505)

11.90

Vested (1)

(529,178)

11.61

Outstanding at September 30, 2024

2,529,773

$

12.08

(1)Includes 60,078 of awards that vested but have not yet been issued. For these awards, the requisite service period was met during the three months ended September 30, 2024, and the awardees elected to defer issuance until retirement. Compensation expense for these shares was previously recognized over the requisite service period.
Schedule of PSU activity

    

PSUs

    

Weighted-Average Grant Date Fair Value

Outstanding at December 31, 2023

404,993

$

13.06

Granted

281,527

29.38

Forfeited

(9,957)

14.23

Outstanding at September 30, 2024

676,563

$

19.83

Schedule of assumptions to estimate the fair value of PSUs

Assumptions

Risk-free Interest Rate

4.67%

Volatility Range

17.04% - 61.19%

v3.24.3
Basis of Presentation and Significant Accounting Policies - Noncontrolling Interest, Goodwill (Details)
Sep. 30, 2024
Solaris LLC  
Organization, Consolidation and Presentation of Financial Statements [Line Items]  
Ownership percentage 53.00%
v3.24.3
Basis of Presentation and Significant Accounting Policies - Fair Value (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Senior Sustainability-Linked Notes    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Interest rate (as a percent) 7.625% 7.625%
Carrying Amount | Senior Sustainability-Linked Notes    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Fair value of debt $ 400,000 $ 400,000
Carrying Amount | Credit Facility    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Fair value of debt 55,000 26,000
Fair Value | Level 2 | Senior Sustainability-Linked Notes    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Fair value of debt 403,375 405,090
Fair Value | Level 3 | Credit Facility    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Fair value of debt $ 55,000 $ 26,000
v3.24.3
Basis of Presentation and Significant Accounting Policies - Intangible Assets (Details) - USD ($)
$ in Millions
Sep. 30, 2024
Dec. 31, 2023
Basis of Presentation and Significant Accounting Policies    
Accumulated amortization of intangible assets $ 162.2 $ 134.4
v3.24.3
Basis of Presentation and Significant Accounting Policies - Related Parties (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Related Party Transaction [Line Items]          
Total Revenue $ 112,312 $ 99,789 $ 316,835 $ 287,993  
Related Party          
Related Party Transaction [Line Items]          
Accounts Receivable, Net $ 31,192   $ 31,192   $ 22,963
Accounts Receivable, after Allowance for Credit Loss, Current, Related Party, Name [Extensible Enumeration] aris:ConocoPhillipsMember   aris:ConocoPhillipsMember   aris:ConocoPhillipsMember
Accounts Payable $ 938   $ 938   $ 894
Total Revenue $ 33,600 $ 31,100 $ 97,800 $ 93,600  
Revenue, Related Party, Name [Extensible Enumeration] aris:ConocoPhillipsMember aris:ConocoPhillipsMember aris:ConocoPhillipsMember aris:ConocoPhillipsMember  
Related Party | ConocoPhillips          
Related Party Transaction [Line Items]          
Accounts Payable $ 800   $ 800   $ 900
v3.24.3
Basis of Presentation and Significant Accounting Policies - Collaborative Agreements (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Collaborative Agreements        
Research and Development Expense $ 408 $ 809 $ 2,601 $ 1,867
Beneficial Reuse Strategic Agreement        
Collaborative Agreements        
Research and Development Expense $ 2,000 $ 1,800 $ 7,200 $ 3,900
v3.24.3
Basis of Presentation and Significant Accounting Policies - Financing Receivable (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Financing Receivable        
Total Revenue $ 112,312 $ 99,789 $ 316,835 $ 287,993
Other Revenue        
Financing Receivable        
Total Revenue 3,063 $ 761 4,032 $ 1,871
Notes Receivable | Construction Loan        
Financing Receivable        
Principal balance of note 4,800   4,800  
Notes Receivable | Construction Loan | Other Receivables        
Financing Receivable        
Principal balance of note 4,000   4,000  
Notes Receivable | Construction Loan | Other Assets        
Financing Receivable        
Principal balance of note $ 800   $ 800  
v3.24.3
Additional Financial Statement Information - Other Balance Sheet information (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Other Receivables    
Insurance and Third Party Receivables for Remediation Expenses $ 5,427 $ 4,064
Reimbursable Research and Development Receivable   1,450
Property Insurance Receivable 2,337 4,000
Financing Receivable 4,004  
Reimbursable Projects 3,524 3,253
Total Other Receivables 15,292 12,767
Prepaids and Deposits    
Prepaid Insurance 318 5,494
Other Prepaids and Deposits 4,141 2,870
Total Prepaids and Deposits 4,459 8,364
Accrued and Other Current Liabilities    
Accrued Operating Expense 26,157 33,491
Accrued Capital Costs 3,722 3,812
Accrued Interest 16,147 8,510
Accrued Compensation 10,269 10,118
Accrued General and Administrative Expense 1,787 1,030
Sales Tax Payable 7,667 1,645
Operating Lease Liabilities $ 1,631 $ 1,676
Current Operating Lease Liabilities, Classification Total Accrued and Other Current Liabilities Total Accrued and Other Current Liabilities
Finance Lease Liabilities $ 205  
Current Financing Lease Liabilities, Classification Total Accrued and Other Current Liabilities  
Contingent Consideration Liability $ 1,056 $ 1,221
Advance Billings for Reimbursable Research and Development Expense 1,378 1,120
Other 4,811 1,793
Total Accrued and Other Current Liabilities 74,830 64,416
Other Long-Term Liabilities    
Other Long-Term Liabilities $ 14,333 $ 14,716
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] Total Other Long-Term Liabilities Total Other Long-Term Liabilities
Noncurrent Finance Lease Liabilities $ 627  
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] Total Other Long-Term Liabilities  
Contingent Consideration Liability $ 1,690 $ 2,078
Total Other Long-Term Liabilities $ 16,650 $ 16,794
v3.24.3
Additional Financial Statement Information - Other Statement of Operations information (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Depreciation, Amortization and Accretion Expense        
Depreciation of Property, Plant and Equipment $ 10,351 $ 9,749 $ 30,295 $ 27,946
Amortization of Intangible Assets 9,263 9,392 27,790 28,295
Accretion of Asset Retirement Obligations 351 304 1,008 896
Amortization of Finance Right-of-Use Assets 9   9  
Total Depreciation, Amortization and Accretion Expense 19,974 19,445 59,102 57,137
Other Operating (Income) Expense, Net        
(Gain) Loss on Disposal of Assets, Net (30) (2,631) 84 (2,574)
Abandoned Projects 78   823 128
Transaction Costs (36) 528 60 673
Other (370) (18) (588) (323)
Other Operating (Income) Expense, Net (358) (2,121) 379 (2,096)
Interest Expense        
Interest on Debt Instruments 8,678 8,373 25,575 25,477
Amortization of Debt Issuance Costs 764 612 2,293 1,830
Interest on Finance Lease Obligations 2   2  
Total Interest Expense 9,444 8,985 27,870 27,307
Less: Capitalized Interest (62) (1,030) (1,237) (3,720)
Total Interest Expense, Net $ 9,382 $ 7,955 $ 26,633 $ 23,587
v3.24.3
Property, Plant and Equipment (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Property, Plant and Equipment [Line Items]          
Assets Subject to Depreciation $ 1,102,970   $ 1,102,970   $ 1,013,083
Land 463   463   463
Projects and Construction in Progress 21,862   21,862   28,157
Total Property, Plant and Equipment 1,125,295   1,125,295   1,041,703
Accumulated Depreciation (150,867)   (150,867)   (121,989)
Total Property, Plant and Equipment, Net 974,428   974,428   919,714
Accrued PP&E additions     9,100   13,100
Abandoned Projects 78   823 $ 128  
Proceeds from sale of assets   $ 20,100 160 20,119  
Gain on sale of assets   2,600 (84) 2,574  
Abandoned Well Costs 8 $ 1,214 318 $ 1,214  
Wells, Facilities, Water Ponds, and Related Equipment          
Property, Plant and Equipment [Line Items]          
Assets Subject to Depreciation 621,587   621,587   561,059
Pipelines          
Property, Plant and Equipment [Line Items]          
Assets Subject to Depreciation 454,812   454,812   427,528
Vehicles, Equipment, Computers and Office Furniture          
Property, Plant and Equipment [Line Items]          
Assets Subject to Depreciation $ 26,571   $ 26,571   $ 24,496
v3.24.3
Tax Receivable Agreement Liability (Details) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]    
TRA Liability $ 98,274 $ 98,274
Tax Receivable Agreement    
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]    
Payment of net cash saving, percent 85.00%  
Retention of net cash saving, percent 15.00%  
TRA Liability $ 98,300 $ 98,300
v3.24.3
Debt (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Debt Instrument [Line Items]    
Total Long-Term Debt $ 455,000 $ 426,000
Less: Unamortized Debt Issuance Costs (2,806) (4,208)
Total Long-Term Debt, Net of Debt Issuance Costs 452,194 421,792
Total Debt $ 452,194 $ 427,255
Senior Sustainability-Linked Notes    
Debt Instrument [Line Items]    
Interest rate (as a percent) 7.625% 7.625%
Total Long-Term Debt $ 400,000 $ 400,000
Credit Facility    
Debt Instrument [Line Items]    
Total Long-Term Debt $ 55,000 $ 26,000
Weighted average interest rate 8.017% 8.276%
Insurance Premium Financing    
Debt Instrument [Line Items]    
Insurance Premium Financing   $ 5,463
v3.24.3
Debt - Senior Sustainability-Linked Notes (Details) - Senior Sustainability-Linked Notes
9 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Debt Instrument [Line Items]    
Interest rate (as a percent) 7.625% 7.625%
Redemption when there is change in control    
Debt Instrument [Line Items]    
Percentage of principal redemption 101.00%  
Through March 31, 2025    
Debt Instrument [Line Items]    
Redemption price percentage 101.9063%  
On or after April 1, 2025    
Debt Instrument [Line Items]    
Redemption price percentage 100.00%  
v3.24.3
Debt - Credit Facility (Details)
$ in Millions
9 Months Ended
Sep. 30, 2024
USD ($)
Credit Facility  
Line of Credit Facility [Line Items]  
Maximum borrowing capacity $ 350.0
Leverage ratio 4.50
Unrestricted cash and cash equivalents $ 40.0
Incremental revolving facility $ 150.0
Secured leverage ratio 2.50
Commitments available $ 291.7
Credit Facility | Minimum  
Line of Credit Facility [Line Items]  
Leverage ratio 3.00
Commitment fee percentage 0.375%
Credit Facility | Maximum  
Line of Credit Facility [Line Items]  
Leverage ratio 4.50
Commitment fee percentage 0.50%
Base Rate Borrowings | Federal funds  
Line of Credit Facility [Line Items]  
Variable rate (as a percent) 0.50%
Base Rate Borrowings | SOFR  
Line of Credit Facility [Line Items]  
Variable rate (as a percent) 1.00%
Base Rate Borrowings | SOFR | Minimum  
Line of Credit Facility [Line Items]  
Additional Interest Margin Based On Leverage Ratio 1.75%
Base Rate Borrowings | SOFR | Maximum  
Line of Credit Facility [Line Items]  
Additional Interest Margin Based On Leverage Ratio 2.75%
SOFR Borrowings | SOFR  
Line of Credit Facility [Line Items]  
Variable rate (as a percent) 0.10%
SOFR Borrowings | SOFR | Minimum  
Line of Credit Facility [Line Items]  
Additional Interest Margin Based On Leverage Ratio 2.75%
SOFR Borrowings | SOFR | Maximum  
Line of Credit Facility [Line Items]  
Additional Interest Margin Based On Leverage Ratio 3.75%
Letters of Credit  
Line of Credit Facility [Line Items]  
Letter of credits outstanding $ 3.3
v3.24.3
Debt - Insurance Premium Financing (Details)
$ in Millions
3 Months Ended
Dec. 31, 2023
USD ($)
Insurance Premium Financing  
Debt Instrument [Line Items]  
Aggregate amount of short-term borrowings available $ 6.6
v3.24.3
Leases - Balance Sheet Information (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Leases    
Term of finance leases 48 months  
Operating Leases    
Operating Lease Right-of-Use Assets, Net $ 15,650 $ 16,726
Accrued and Other Current Liabilities $ 1,631 $ 1,676
Current Operating Lease Liabilities, Classification Accrued and Other Current Liabilities Accrued and Other Current Liabilities
Other Long-Term Liabilities $ 14,333 $ 14,716
Noncurrent Lease Liabilities, Classification Other Long-Term Liabilities Other Long-Term Liabilities
Finance Leases    
Property, Plant and Equipment $ 970  
Less: Accumulated Depreciation (9)  
Total Property, Plant and Equipment, Net $ 961  
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] Property, Plant and Equipment, Net  
Liabilities    
Accrued and Other Current Liabilities $ 205  
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] Accrued And Other Liabilities, Current  
Other Long-Term Liabilities $ 627  
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] Other Liabilities, Noncurrent  
v3.24.3
Leases - Operations Information (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Leases        
Direct Operating Costs $ 355 $ 324 $ 1,031 $ 927
General and Administrative 516 230 1,550 627
Short term lease cost 3,187 5,298 9,980 12,628
Amortization of right-of-use asset 9   9  
Interest on Lease Obligations 2   2  
Total Lease Cost $ 4,069 $ 5,852 $ 12,572 $ 14,182
v3.24.3
Leases - Cash Flow Information (Details) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Leases    
Operating Cash Flows from Operating Leases $ 1,931 $ 1,051
Financing Cash Flows from Finance Leases 243  
Right-of-Use Assets Obtained in Exchange for Lease Liabilities, Net - Operating Leases 768 $ 9,462
Right-of-Use Assets Obtained in Exchange for Lease Liabilities, Net - Finance Leases $ 970  
v3.24.3
Leases - Lease Terms and Discount Rates (Details)
Sep. 30, 2024
Dec. 31, 2023
Leases    
Weighted Average Remaining Lease Term (Years) - Operating Leases 7 years 1 month 6 days 7 years 7 months 6 days
Weighted Average Remaining Lease Term (Years) - Finance Leases 3 years 9 months 18 days  
Weighted Average Discount Rate - Operating Leases 6.42% 6.30%
Weighted Average Discount Rate - Finance Leases 7.45%  
v3.24.3
Leases - Annual Lease Maturities (Details)
$ in Thousands
Sep. 30, 2024
USD ($)
Operating Leases  
Remainder of 2024 $ 597
2025 2,230
2026 1,961
2027 3,302
2028 2,868
Thereafter 9,241
Total Lease Payments 20,199
Less: Interest (4,235)
Presents Value of Lease Liabilities $ 15,964
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] Other Liabilities, Noncurrent, Accrued And Other Liabilities, Current
Finance Leases  
Remainder of 2024 $ 64
2025 257
2026 257
2027 238
2028 136
Total Lease Payments 952
Less: Interest (120)
Present Value of Lease Liabilities $ 832
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] Other Liabilities, Noncurrent, Accrued And Other Liabilities, Current
Total  
Remainder of 2024 $ 661
2025 2,487
2026 2,218
2027 3,540
2028 3,004
Thereafter 9,241
Total Lease Payments 21,151
Less: Interest (4,355)
Present Value of Lease Liabilities $ 16,796
v3.24.3
Leases - Subleases (Details)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2024
USD ($)
Dec. 31, 2023
lease
Sep. 30, 2024
USD ($)
Leases      
Number of subleases entered | lease   2  
Sublease Income | $ $ 0.1   $ 0.4
v3.24.3
Income Taxes (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Income Taxes        
Income Tax Expense $ 2,499 $ 2,032 $ 7,082 $ 4,918
Current income tax expense $ 500   $ 1,300  
Effective Tax Rate     13.30% 13.90%
Decrease in deferred income tax assets, net     $ (6,700)  
v3.24.3
Stockholders' Equity (Details)
$ / shares in Units, $ in Thousands
3 Months Ended 9 Months Ended
Dec. 31, 2024
$ / shares
Sep. 30, 2024
USD ($)
$ / shares
Jun. 30, 2024
$ / shares
Mar. 31, 2024
USD ($)
$ / shares
shares
Sep. 30, 2023
USD ($)
$ / shares
shares
Jun. 30, 2023
$ / shares
shares
Mar. 31, 2023
$ / shares
shares
Sep. 30, 2024
USD ($)
shares
Sep. 30, 2023
shares
Dec. 31, 2023
USD ($)
Stockholders' and Members' Equity                    
Conversion ratio               1 1  
Dividend declared (in dollars per share)   $ 0.105 $ 0.105 $ 0.09 $ 0.09 $ 0.09 $ 0.09      
Treasury stock value | $   $ 6,822           $ 6,822   $ 5,133
Shares withheld for the payment of taxes | shares               115,301 44,893  
Eddy And Lea County Asset Acquisition                    
Stockholders' and Members' Equity                    
Escrow shares released | shares       23,107 68,918          
Non-cash treasury stock transaction in connections with assets acquired | $       $ 300 $ 700          
Workover costs from assets acquired | $       $ 100 $ 500          
First Quarter 2024 Dividend                    
Stockholders' and Members' Equity                    
Dividend declared (in dollars per share)       $ 0.09            
Second Quarter 2024 Dividend                    
Stockholders' and Members' Equity                    
Dividend declared (in dollars per share)     0.105              
Third Quarter 2024 Dividend                    
Stockholders' and Members' Equity                    
Dividend declared (in dollars per share)   $ 0.105                
Fourth Quarter 2024 Dividend | Subsequent Event                    
Stockholders' and Members' Equity                    
Dividend declared (in dollars per share) $ 0.105                  
Date dividend is payable Dec. 19, 2024                  
Date of stockholders of record Dec. 05, 2024                  
Common Stock | Class A Common Stock                    
Stockholders' and Members' Equity                    
Exchange of Class B Shares for Class A Shares (in shares) | shares         10,477 524 20,953 0 31,954  
Common Stock | Class B Common Stock                    
Stockholders' and Members' Equity                    
Exchange of Class B Shares for Class A Shares (in shares) | shares         (10,477) (524) (20,953)      
Solaris LLC | First Quarter 2024 Dividend                    
Stockholders' and Members' Equity                    
Dividend distribution paid (in dollars per share)       $ 0.09            
Solaris LLC | Second Quarter 2024 Dividend                    
Stockholders' and Members' Equity                    
Dividend distribution paid (in dollars per share)     $ 0.105              
Solaris LLC | Third Quarter 2024 Dividend                    
Stockholders' and Members' Equity                    
Dividend distribution paid (in dollars per share)   $ 0.105                
Solaris LLC | Fourth Quarter 2024 Dividend | Subsequent Event                    
Stockholders' and Members' Equity                    
Dividend distribution paid (in dollars per share) $ 0.105                  
v3.24.3
Commitments and Contingencies (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Commitments and Contingencies          
Environmental expenses $ 100 $ 1,100 $ 800 $ 4,000  
Environmental Remediation Expense, before Recovery, Statement of Income or Comprehensive Income [Extensible Enumeration] Direct Operating Costs Direct Operating Costs Direct Operating Costs Direct Operating Costs  
Accrued insurance proceeds and third-party receivables $ 7,000   $ 7,000   $ 5,700
Insurance proceeds and third-party receivables included in Other Receivables 5,427   5,427   4,064
Insurance proceeds and third-party receivables included in Other Assets 1,600   $ 1,600   $ 1,600
Delivery Commitment          
Commitments and Contingencies          
Remaining commitment agreement term     5 years 8 months 12 days    
Remaining minimum commitment 21,700   $ 21,700    
Purchase Obligations          
Commitments and Contingencies          
Purchase obligations and commitments $ 4,600   $ 4,600    
v3.24.3
Earnings Per Share - Computation of Basic and Diluted Net Income Per Share (Details)
$ / shares in Units, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
USD ($)
$ / shares
shares
Jun. 30, 2024
USD ($)
Mar. 31, 2024
USD ($)
Sep. 30, 2023
USD ($)
$ / shares
shares
Jun. 30, 2023
USD ($)
Mar. 31, 2023
USD ($)
Sep. 30, 2024
USD ($)
$ / shares
shares
Sep. 30, 2023
USD ($)
$ / shares
shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]                
Net Income Attributable to Stockholders' Equity $ 16,431 $ 13,112 $ 16,830 $ 12,242 $ 10,431 $ 7,708 $ 46,373 $ 30,381
Less: Net Income (Loss) Attributable to Noncontrolling Interest 8,943     6,829     25,297 16,892
Net Income Attributable to Aris Water Solutions, Inc. 7,488     5,413     21,076 13,489
Participating Basic Earnings (578)     (344)     (1,567) (835)
Basic Net Income Attributable to Aris Water Solutions, Inc. 6,910     5,069     19,509 12,654
Reallocation of Participating Net Income (Loss) 3           3  
Diluted Net Income Attributable to Aris Water Solutions, Inc $ 6,913     $ 5,069     $ 19,512 $ 12,654
Basic Weighted Average Shares Outstanding | shares 30,631,995     30,050,560     30,511,701 30,007,433
Dilutive Performance-Based Stock Units | shares 287,580           109,494  
Dilutive Weighted Average Shares Outstanding | shares 30,919,575     30,050,560     30,621,195 30,007,433
Basic Net Income Per Share of Class A Common Stock | $ / shares $ 0.23     $ 0.17     $ 0.64 $ 0.42
Diluted Net Income Per Share of Class A Common Stock | $ / shares $ 0.22     $ 0.17     $ 0.64 $ 0.42
Conversion ratio             1 1
PSUs                
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]                
Shares excluded from computation of diluted net earnings per share | shares 0           7,684  
Class B Common Stock                
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]                
Shares excluded from computation of diluted net earnings per share | shares 27,543,565     27,550,626     27,543,565 27,557,774
v3.24.3
Stock-Based Compensation - Restricted Stock Units (Details) - 2021 Equity Incentive Plan - RSUs
$ / shares in Units, $ in Millions
9 Months Ended
Sep. 30, 2024
USD ($)
$ / shares
shares
Restricted Stock Units  
Outstanding at beginning period (in share) 1,606,303
Granted (in share) 1,517,153
Forfeited (in share) (64,505)
Vested (in share) (529,178)
Outstanding at ending period (in share) 2,529,773
Weighted-Average Grant Date Fair Value  
Outstanding at beginning period (in dollars per share) | $ / shares $ 11.72
Granted (in dollars per share) | $ / shares 12.29
Forfeited (in dollars per share) | $ / shares 11.90
Vested (in dollars per share) | $ / shares 11.61
Outstanding at ending period (in dollars per share) | $ / shares $ 12.08
Awards vested but not issued (in shares) 60,078
Compensation cost remaining to be recognized | $ $ 20.1
Weighted-average period of recognition 1 year 1 month 6 days
First anniversary of the award date  
Weighted-Average Grant Date Fair Value  
Vesting percentage 33.33%
Second anniversary of the award date  
Weighted-Average Grant Date Fair Value  
Vesting percentage 33.33%
Third anniversary of the award date  
Weighted-Average Grant Date Fair Value  
Vesting percentage 33.33%
v3.24.3
Stock-Based Compensation - Performance-Based Restricted Stock (Details) - 2021 Equity Incentive Plan
$ / shares in Units, $ in Millions
9 Months Ended
Sep. 30, 2024
USD ($)
$ / shares
shares
PSUs  
Performance-Based Restricted Stock Units  
Outstanding at beginning period (in share) | shares 404,993
Granted (in share) | shares 281,527
Forfeited (in share) | shares (9,957)
Outstanding at ending period (in share) | shares 676,563
Weighted-Average Grant Date Fair Value  
Outstanding at beginning period (in dollars per share) | $ / shares $ 13.06
Granted (in dollars per share) | $ / shares 29.38
Forfeited (in dollars per share) | $ / shares 14.23
Outstanding at ending period (in dollars per share) | $ / shares $ 19.83
Vesting period 3 years
Compensation cost remaining to be recognized | $ $ 8.4
Weighted-average period of recognition 1 year 6 months
Risk-free Interest Rate (as percentage) 4.67%
Volatility Range, minimum (as percentage) 17.04%
Volatility Range, maximum (as percentage) 61.19%
Relative PSUs  
Weighted-Average Grant Date Fair Value  
Percentage of performance criteria 50.00%
Absolute PSUs  
Weighted-Average Grant Date Fair Value  
Percentage of performance criteria 50.00%

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