NEW YORK & NEW ORLEANS--(BUSINESS WIRE)--Former Attorney General of Louisiana Charles C. Foti, Jr., Esq. and the law firm of Kahn Swick & Foti, LLC ("KSF†) are investigating the proposed sale of Aris Water Solutions, Inc. (NYSE: ARIS) to Western Midstream Partners, LP (NYSE: WES). Under the terms of the proposed transaction, Aris shareholders may elect to receive 0.625 WES common units, $25.00 in cash (without interest), or a combination of both, for each share of Aris common stock held, wi. ...

VANCOUVER, BC , Sept. 8, 2025 /PRNewswire/ -Â Aris Mining Corporation (Aris Mining or the Company) (TSX: ARIS) (NYSE-A:Â ARMN) announces that, as disclosed by S&P Dow Jones Indices on September 5, 2025, the Company's common shares will be added to the S&P/TSX Composite Index (visit: S&P/TSX Composite Index | S&P Dow Jones Indices) prior to the open of trading on Monday, September 22, 2025. ...

Group 1 - The core focus of the news is the investigation by Monteverde & Associates PC into the proposed sale of Aris Water Solutions, Inc. to Western Midstream Partners LP, questioning the fairness of the deal for Aris shareholders [1] - Under the terms of the proposed transaction, Aris shareholders will receive either 0.625 common units of Western for each Aris share or $25.00 per share in cash [1] - Monteverde & Associates PC is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report, highlighting its successful track record in recovering millions for shareholders [1] Group 2 - The firm is headquartered in the Empire State Building, New York City, and specializes in class action securities litigation [2] - Monteverde & Associates PC emphasizes its national presence and successful outcomes in trial and appellate courts, including the U.S. Supreme Court [2] - The firm invites shareholders with concerns regarding the transaction to contact them for additional information [3]

Core Viewpoint - Aris Mining Corporation is experiencing share price volatility due to Mubadala Investment Company's sale of its entire stake, comprising 15.75 million common shares, to institutional investors through a block trade [1][2][3] Company Overview - Aris Mining was founded in September 2022 with a focus on becoming a leading gold mining company in Latin America, aiming for value creation through production, cash flow generation, and growth via asset expansions and exploration [4] - The company operates two underground gold mines in Colombia, the Segovia Operations and the Marmato Complex, which produced 210,955 ounces of gold in 2024 [5] Recent Developments - The shares held by Mubadala became free trading in late June 2025, following a one-year hold period after the Soto Norte transaction, which has led to a more diversified shareholder base [3] - The completion of the block trade and the expiry of exchange-traded warrants have removed significant overhangs for the company [3] Future Plans - Aris Mining is advancing the Pre-Feasibility Study for the Soto Norte project, with results expected in September 2025 [3] - The company is targeting an annual production rate of over 500,000 ounces of gold, with expansions at Segovia and the Marmato Complex expected to ramp up production in H2 2025 and H2 2026, respectively [5] - A new Preliminary Economic Assessment (PEA) for the Toroparu gold/copper project in Guyana is also underway, with results anticipated in Q3 2025 [5] Strategic Partnerships - Aris Mining is actively pursuing partnerships with Colombia's small-scale mining sector to promote safe, legal, and environmentally responsible operations that benefit local communities [6]

Company Performance - Aris Water Solutions reported quarterly earnings of $0.19 per share, missing the Zacks Consensus Estimate of $0.24 per share, representing an earnings surprise of -20.83% [1] - The company posted revenues of $124.09 million for the quarter ended June 2025, surpassing the Zacks Consensus Estimate by 3.61%, compared to year-ago revenues of $101.12 million [2] - Over the last four quarters, Aris Water Solutions has surpassed consensus revenue estimates four times, but has only exceeded EPS estimates once [2] Stock Performance - Aris Water Solutions shares have lost about 1.4% since the beginning of the year, while the S&P 500 has gained 8.6% [3] - The current Zacks Rank for Aris Water Solutions is 5 (Strong Sell), indicating expected underperformance in the near future [6] Future Outlook - The current consensus EPS estimate for the coming quarter is $0.28 on revenues of $122.99 million, and for the current fiscal year, it is $1.04 on revenues of $485.6 million [7] - The outlook for the Waste Removal Services industry, where Aris Water Solutions operates, is currently in the bottom 28% of Zacks industries, which may impact stock performance [8]

Part I. Financial Information [Cautionary Note Regarding Forward-Looking Statements](index=3&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) This section highlights that the report contains forward-looking statements based on current expectations and projections, subject to various risks and uncertainties, advising against reliance on them as future predictions - Forward-looking statements are identified by terms like 'anticipate,' 'guidance,' 'expect,' 'will,' 'plan,' 'believe,' and 'future,' and are based on current expectations and projections[4](index=4&type=chunk) - Key risks include impacts of geopolitical conflicts (Russia-Ukraine, Middle East), commodity price volatility, reliance on limited customers/regions, uncertainties surrounding the planned merger with WES (completion, benefits, disruptions, litigation), access to capital, competition, changes in economic conditions, regulatory changes, and technological advancements[5](index=5&type=chunk)[6](index=6&type=chunk)[9](index=9&type=chunk) [Item 1. Financial Statements (unaudited)](index=8&type=section&id=Item%201.%20Financial%20Statements%20(unaudited)) This section presents the unaudited condensed consolidated financial statements, including balance sheets, statements of operations, cash flows, and stockholders' equity, with detailed notes on organization, accounting policies, and specific financial line items [Condensed Consolidated Balance Sheets](index=8&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheet indicates increased total assets, driven by higher cash and accounts receivable, alongside a rise in long-term debt and total liabilities, with a modest increase in stockholders' equity Condensed Consolidated Balance Sheets (in thousands) | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | Change (in thousands) | % Change | | :-------------------------------- | :----------------------------- | :------------------------------- | :-------------------- | :------- | | Cash | $57,359 | $28,673 | $28,686 | 100.0% | | Accounts Receivable, Net | $66,878 | $63,016 | $3,862 | 6.1% | | Accounts Receivable from Affiliate | $24,418 | $12,016 | $12,402 | 103.2% | | Total Current Assets | $170,605 | $127,952 | $42,653 | 33.3% | | Total Property, Plant and Equipment, Net | $1,064,578 | $1,028,605 | $35,973 | 3.5% | | Total Assets | $1,476,875 | $1,408,400 | $68,475 | 4.9% | | Total Current Liabilities | $98,861 | $105,187 | $(6,326) | (6.0%) | | Long-Term Debt, Net | $490,522 | $441,662 | $48,860 | 11.1% | | Total Liabilities | $689,213 | $635,893 | $53,320 | 8.4% | | Total Stockholders' Equity | $787,662 | $772,507 | $15,155 | 2.0% | [Condensed Consolidated Statements of Operations](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The company reported increased total revenue for both the three and six months ended June 30, 2025, driven by growth in produced water handling and water solutions, leading to higher net income and EPS Condensed Consolidated Statements of Operations (Three Months Ended June 30, in thousands) | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | % Change | | :------------------------------------ | :------------------------------------ | :------------------------------------ | :------- | | Total Revenue | $124,092 | $101,117 | 22.7% | | Total Cost of Revenue | $78,326 | $59,901 | 30.8% | | Operating Income | $26,331 | $23,919 | 10.1% | | Net Income | $14,084 | $13,112 | 7.4% | | Net Income Attributable to Aris Water Solutions, Inc. | $6,651 | $5,965 | 11.5% | | Basic Net Income Per Share | $0.19 | $0.18 | 5.6% | | Diluted Net Income Per Share | $0.19 | $0.18 | 5.6% | Condensed Consolidated Statements of Operations (Six Months Ended June 30, in thousands) | Metric | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | % Change | | :------------------------------------ | :------------------------------------ | :------------------------------------ | :------- | | Total Revenue | $244,583 | $204,523 | 19.6% | | Total Cost of Revenue | $148,270 | $118,968 | 24.6% | | Operating Income | $54,166 | $51,777 | 4.6% | | Net Income | $30,084 | $29,942 | 0.5% | | Net Income Attributable to Aris Water Solutions, Inc. | $15,262 | $13,588 | 12.3% | | Basic Net Income Per Share | $0.45 | $0.41 | 9.8% | | Diluted Net Income Per Share | $0.44 | $0.41 | 7.3% | [Condensed Consolidated Statements of Cash Flows](index=11&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operating activities increased, investing activities decreased due to lower PP&E expenditures despite acquisitions, and financing activities significantly rose from new senior notes issuance and debt repayment Condensed Consolidated Statements of Cash Flows (Six Months Ended June 30, in thousands) | Metric | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | Change (in thousands) | % Change | | :------------------------------------ | :------------------------------------ | :------------------------------------ | :-------------------- | :------- | | Net Cash Provided by Operating Activities | $66,157 | $58,147 | $8,010 | 13.8% | | Net Cash Used in Investing Activities | $(51,416) | $(56,785) | $5,369 | (9.5%) | | Net Cash Provided by Financing Activities | $13,945 | $5,101 | $8,844 | 173.4% | | Net Increase in Cash | $28,686 | $6,463 | $22,223 | 343.9% | | Cash, End of Period | $57,359 | $11,526 | $45,833 | 397.6% | - Financing activities in 2025 included the issuance of **$500 million** in 2030 Notes, satisfaction and discharge of **$400 million** in 2026 Notes, and net Credit Facility repayments of **$44 million**[15](index=15&type=chunk) [Condensed Consolidated Statements of Stockholders' Equity](index=12&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders%27%20Equity) Stockholders' equity increased, primarily from net income and additional paid-in capital, partially offset by treasury stock repurchases for tax withholding and dividends/distributions Condensed Consolidated Statements of Stockholders' Equity (in thousands) | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | Change (in thousands) | % Change | | :------------------------------------ | :----------------------------- | :------------------------------- | :-------------------- | :------- | | Class A Common Stock (Amount) | $335 | $314 | $21 | 6.7% | | Class B Common Stock (Amount) | $264 | $274 | $(10) | (3.6%) | | Additional Paid-in-Capital | $411,779 | $380,565 | $31,214 | 8.2% | | Retained Earnings | $19,522 | $13,676 | $5,846 | 42.7% | | Total Stockholders' Equity Attributable to Aris Water Solutions, Inc. | $412,863 | $385,841 | $27,022 | 7.0% | | Noncontrolling Interest | $374,799 | $386,666 | $(11,867) | (3.1%) | | Total Stockholders' Equity | $787,662 | $772,507 | $15,155 | 2.0% | - During the six months ended June 30, 2025, **1,000,000 Class B shares** were redeemed for Class A shares. The company repurchased **327,164 Class A shares** for tax withholding purposes[92](index=92&type=chunk)[96](index=96&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=13&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) These notes provide detailed explanations of the company's business, accounting policies, financial line items, acquisitions, debt, leases, income taxes, equity, commitments, and segment information, offering crucial context to the condensed financial statements [Note 1. Organization and Background of Business](index=13&type=section&id=Note%201.%20Organization%20and%20Background%20of%20Business) Aris Water Solutions, Inc. provides sustainability-enhancing services in the Permian Basin and announced a planned merger with WES, where Aris Inc. and Aris LLC will become wholly-owned subsidiaries of WES, with consideration including WES Common Units and/or cash - Aris Water Solutions, Inc. is an independent, environmentally-focused company providing integrated produced water handling, recycling, and supply solutions in the Permian Basin[18](index=18&type=chunk) - On August 6, 2025, Aris Inc. and Aris LLC entered into a Merger Agreement with WES, under which Aris will be acquired and continue as wholly-owned subsidiaries of WES[21](index=21&type=chunk) - Merger consideration options include a combination of **0.450 WES Common Units** and **$7.00 cash**, **$25.00 cash** (subject to **$415 million proration**), or **0.625 WES Common Units**[21](index=21&type=chunk) - The Merger Agreement includes a termination fee of **$57 million** payable by Aris to WES under certain conditions, such as a change of recommendation by the Company board or termination to enter a superior offer[23](index=23&type=chunk) - A Tax Receivable Agreement (TRA) amendment was executed, terminating the TRA upon merger closing with an aggregate cash payment of **$80 million** to TRA Holders, down from an estimated **$183.4 million** early termination payment[24](index=24&type=chunk) [Note 2. Basis of Presentation and Significant Accounting Policies](index=15&type=section&id=Note%202.%20Basis%20of%20Presentation%20and%20Significant%20Accounting%20Policies) This note outlines the basis of financial statement presentation, including Aris LLC consolidation and significant accounting policies, addressing a revision of previously issued financial statements related to TRA liability, fair value measurements, and related party transactions - Previously issued financial statements for June 30, 2024, were revised to correct immaterial misstatements in Tax Receivable Agreement liability, Deferred Income Tax Assets, Net, and Additional Paid-in-Capital, with no impact on net income or cash flows[27](index=27&type=chunk) Revision of Previously Reported Financial Statements (in thousands) | (in thousands) | As Previously Reported | Revision | As Revised | | :--------------------------------------- | :--------------------- | :------- | :--------- | | Additional Paid-in-Capital | $335,183 | $37,223 | $372,406 | | Total Stockholders' Equity | $712,180 | $37,223 | $749,403 | - The company consolidates Aris LLC, where it holds a controlling interest (approximately **55%** as of June 30, 2025) and is considered the primary beneficiary[19](index=19&type=chunk)[31](index=31&type=chunk)[32](index=32&type=chunk) - Fair value of **2030 Notes ($500 million)** and **2026 Notes ($400 million** at Dec 31, 2024) is estimated based on market prices (Level 2), while the Credit Facility's fair value approximates carrying value due to variable interest rates (Level 3)[39](index=39&type=chunk) - ConocoPhillips is a significant stockholder and related party, with whom the company has long-term water gathering, handling, and supply agreements. Receivables from ConocoPhillips increased from **$12.0 million** (Dec 31, 2024) to **$24.4 million** (June 30, 2025), and revenues from ConocoPhillips increased by **26%** for Q2 2025 and **30%** for YTD June 30, 2025[42](index=42&type=chunk)[44](index=44&type=chunk) Revenues from ConocoPhillips (in thousands) | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :-------------------------------- | :------------------------------------ | :------------------------------------ | :------------------------------------ | :------------------------------------ | | Revenues from ConocoPhillips | $41,700 | $32,000 | $83,400 | $64,100 | - The company is assessing the impact of new FASB ASUs 2024-03 and 2023-09, related to expense disaggregation and income tax disclosures, respectively, with no material impact expected from ASU 2023-09[49](index=49&type=chunk)[50](index=50&type=chunk) [Note 3. Additional Financial Statement Information](index=23&type=section&id=Note%203.%20Additional%20Financial%20Statement%20Information) This note details various balance sheet and statement of operations items, including other receivables, current assets, accrued liabilities, long-term liabilities, and components of depreciation, amortization, accretion, and interest expense Balance Sheet Details (in thousands) | (in thousands) | June 30, 2025 | December 31, 2024 | | :------------------------------------------------- | :------------ | :---------------- | | **Other Receivables** | | | | Insurance and Third-Party Receivables for Remediation Expenses | $6,812 | $5,149 | | Reimbursable Research and Development Receivable | $705 | $207 | | Financing Receivable | $1,668 | $3,242 | | Total Other Receivables | $13,222 | $13,829 | | **Other Current Assets** | | | | Prepaid Insurance | $2,707 | $7,257 | | Income Tax Receivable | $2,340 | — | | Total Other Current Assets | $8,728 | $10,418 | | **Accrued and Other Current Liabilities** | | | | Accrued Operating Expense | $30,749 | $28,897 | | Accrued Capital Costs | $8,225 | $4,023 | | Accrued Interest | $9,688 | $8,067 | | Accrued Compensation | $5,811 | $12,651 | | Sales Tax Payable | $1,887 | $12,721 | | Total Accrued and Other Current Liabilities | $70,386 | $77,339 | | **Other Long-Term Liabilities** | | | | Noncurrent Operating Lease Liabilities | $15,065 | $14,040 | | Noncurrent Finance Lease Liabilities | $2,012 | $1,747 | | Total Other Long-Term Liabilities | $18,200 | $17,335 | Depreciation, Amortization, Accretion, and Interest Expense (in thousands) | (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | **Depreciation, Amortization and Accretion** | | | | | | Depreciation of Property, Plant and Equipment | $10,474 | $10,105 | $20,844 | $19,944 | | Amortization of Intangible Assets | $8,880 | $9,264 | $17,684 | $18,527 | | Total Depreciation, Amortization and Accretion | $19,972 | $19,707 | $39,728 | $39,128 | | **Interest Expense, Net** | | | | | | Interest on Debt Instruments | $9,076 | $8,596 | $17,863 | $16,897 | | Amortization of Debt Issuance Costs | $705 | $763 | $1,340 | $1,529 | | Total Interest Expense, Net | $9,567 | $8,813 | $18,797 | $17,251 | [Note 4. Property, Plant and Equipment](index=24&type=section&id=Note%204.%20Property%2C%20Plant%20and%20Equipment) This note details the composition of PP&E, which increased from December 31, 2024, to June 30, 2025, and outlines expenses related to abandoned wells and projects Property, Plant and Equipment (in thousands) | (in thousands) | June 30, 2025 | December 31, 2024 | | :------------------------------------ | :------------ | :---------------- | | Wells, Facilities, Water Ponds and Related Equipment | $651,213 | $626,182 | | Pipelines | $478,223 | $460,455 | | Projects and Construction in Progress | $41,615 | $28,151 | | Total Property, Plant and Equipment | $1,245,013 | $1,188,781 | | Total Property, Plant and Equipment, Net | $1,064,578 | $1,028,605 | - The company recognized **$1.0 million** and **$1.5 million** in plugging and abandonment expense for the three and six months ended June 30, 2025, respectively, related to uneconomical produced water handling facilities and a disused pipeline[54](index=54&type=chunk) - Abandoned project expense was **$0.2 million** and **$0.7 million** for the six months ended June 30, 2025 and 2024, respectively, due to the write-off of expired or unused permits and easements[56](index=56&type=chunk) [Note 5. Acquisitions](index=25&type=section&id=Note%205.%20Acquisitions) This note details two 2025 acquisitions: the Reeves County Asset Acquisition of water handling facilities and land, and the Crosstek Business Acquisition of intellectual property and workforce for industrial water treatment - In Q2 2025, the company acquired five produced water handling facilities and **787 acres** in Reeves County, Texas, for **$13.2 million cash**, including transaction costs, and a **$1.5 million** indemnity holdback liability[57](index=57&type=chunk) - Concurrent with the Reeves County acquisition, the acquired land was sold to a third party for **$4.5 million**, resulting in a **$0.1 million** loss[58](index=58&type=chunk) - In February 2025, the Crosstek Business Acquisition was completed for **$2.9 million**, including **$2.0 million cash** and up to **$1.0 million** in sales-based contingent consideration, to accelerate entry into broader industrial water markets[59](index=59&type=chunk) - The Crosstek acquisition purchase price was primarily allocated to intangible assets (**$2.8 million**), including patents, processes, technologies, customer relationships, and trademarks[60](index=60&type=chunk) [Note 6. Tax Receivable Agreement Liability](index=27&type=section&id=Note%206.%20Tax%20Receivable%20Agreement%20Liability) This note explains the TRA with Aris LLC legacy owners, detailing payments based on tax savings, the increased estimated TRA liability, and an amendment made with the WES merger to reduce the early termination payment - The TRA provides for payments to TRA Holders of **85%** of net cash savings in U.S. federal, state, and local income/franchise tax resulting from tax basis increases[60](index=60&type=chunk) - The estimated TRA liability increased from **$49.9 million** at December 31, 2024, to **$58.9 million** at June 30, 2025[61](index=61&type=chunk) - A change of control (such as the WES merger) or early termination would trigger an early termination payment, estimated at **$183.4 million** prior to amendment. The TRA Amendment, concurrent with the Merger Agreement, will terminate the TRA upon closing, with an aggregate payment of **$80 million** in cash to TRA Holders[24](index=24&type=chunk)[61](index=61&type=chunk) [Note 7. Debt](index=27&type=section&id=Note%207.%20Debt) This note details the company's debt structure, including the issuance of new 2030 Senior Notes, the satisfaction and discharge of 2026 Senior Sustainability-Linked Notes, the Credit Facility status, and insurance premium financing Debt (in thousands) | (in thousands) | June 30, 2025 | December 31, 2024 | | :------------------------------------------ | :------------ | :---------------- | | 7.250% Senior Notes due 2030 | $500,000 | — | | 7.625% Senior Sustainability-Linked Notes due 2026 | — | $400,000 | | Credit Facility | — | $44,000 | | Total Long-Term Debt, Net of Debt Issuance Costs | $490,522 | $441,662 | | Total Debt | $492,803 | $448,387 | - On March 25, 2025, the company issued **$500.0 million** in 7.250% Senior Notes due 2030. Proceeds were used to satisfy and discharge the 2026 Notes and fully repay Credit Facility borrowings[64](index=64&type=chunk) - The 2026 Notes (**$400.0 million** principal) were satisfied and discharged in March 2025, resulting in a **$2.5 million** loss on debt extinguishment[67](index=67&type=chunk)[68](index=68&type=chunk) - As of June 30, 2025, there were no outstanding borrowings under the Credit Facility, with **$346.7 million** in revolving commitments available and the company in compliance with all covenants[71](index=71&type=chunk)[72](index=72&type=chunk) [Note 8. Leases](index=30&type=section&id=Note%208.%20Leases) This note details the company's operating and finance leases, including balance sheet classification, associated costs in statements of operations, cash flow impacts, and maturity schedules Lease Information (in thousands) | (in thousands) | June 30, 2025 | December 31, 2024 | | :------------------------------------ | :------------ | :---------------- | | Operating Lease Right-of-Use Assets, Net | $15,714 | $15,016 | | Noncurrent Operating Lease Liabilities | $15,065 | $14,040 | | Finance Lease Property, Plant and Equipment, Net | $3,257 | $2,731 | | Noncurrent Finance Lease Liabilities | $2,012 | $1,747 | Lease Costs (in thousands) | (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total Lease Cost | $1,189 | $857 | $2,320 | $1,710 | | Short-term Lease Costs | $3,600 | $3,700 | $6,300 | $6,800 | - Weighted average remaining lease terms are **6.4 years** for operating leases and **3.3 years** for finance leases as of June 30, 2025[80](index=80&type=chunk) [Note 9. Income Taxes](index=33&type=section&id=Note%209.%20Income%20Taxes) This note details the company's income tax expense, effective tax rate, and changes in deferred tax assets, also mentioning the ongoing evaluation of new tax legislation (OBBB) and the status of tax examinations Income Tax Expense (in thousands) | (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Income Tax Expense | $2,680 | $1,994 | $2,750 | $4,583 | | Current Expense (Benefit) | $500 | $300 | $(1,600) | $800 | | Deferred Expense | $2,200 | $1,700 | $4,400 | $3,800 | - The effective tax rate (ETR) for the six months ended June 30, 2025, was **8.4%**, down from **13.3%** in the prior year, primarily due to the impact of noncontrolling interest and windfall tax benefits from stock-based compensation vesting[86](index=86&type=chunk) - Deferred Income Tax Assets, Net, increased by **$5.5 million** during the six months ended June 30, 2025, due to deferred tax benefits from Class B share redemptions and stock-based compensation vesting[87](index=87&type=chunk) - The company is evaluating the financial impact of the recently enacted H.R. 1 (One Big Beautiful Bill), which includes changes to corporate taxation such as immediate expensing of R&D and extended bonus depreciation[89](index=89&type=chunk)[91](index=91&type=chunk) [Note 10. Stockholders' Equity](index=35&type=section&id=Note%2010.%20Stockholders%27%20Equity) This note outlines changes in stockholders' equity, including Class B share redemptions for Class A shares, dividend declarations, and treasury stock transactions related to tax withholding - During the six months ended June 30, 2025, **1,000,000 Aris LLC units** and corresponding Class B common stock shares were redeemed for Class A common stock on a one-for-one basis[92](index=92&type=chunk) - The Board declared a dividend of **$0.14 per share** for the first, second, and third quarters of 2025 on Class A common stock, with corresponding distributions to Aris LLC unit holders[93](index=93&type=chunk)[94](index=94&type=chunk) - The Merger Agreement restricts future dividends and distributions, capping them at **$0.14 per share** quarterly[95](index=95&type=chunk) - The company withheld **327,164 Class A common shares** in the first six months of 2025 for payment of taxes on employee stock awards, compared to **109,862 shares** in the same period of 2024[96](index=96&type=chunk) [Note 11. Commitments and Contingencies](index=35&type=section&id=Note%2011.%20Commitments%20and%20Contingencies) This note details the company's commitments and contingencies, including a minimum volume delivery commitment, short-term purchase obligations, environmental expenses, and accrued insurance proceeds - As of June 30, 2025, the company has a minimum volume commitment of **$17.8 million** (undiscounted) with an unaffiliated water disposal company through June 2030[102](index=102&type=chunk) - Short-term purchase obligations for products and services, primarily pipe, pumps, and other components, totaled approximately **$13.1 million** due in the next twelve months as of June 30, 2025[103](index=103&type=chunk) - Environmental expenses were **$1.1 million** for the six months ended June 30, 2025, compared to **$0.7 million** in the prior year. Accrued insurance proceeds and third-party receivables for remediation expenses were **$6.8 million** as of June 30, 2025[104](index=104&type=chunk)[105](index=105&type=chunk) [Note 12. Earnings Per Share](index=37&type=section&id=Note%2012.%20Earnings%20Per%20Share) This note provides the computation of basic and diluted net income per share attributable to Class A common stock, detailing weighted average shares outstanding and the treatment of dilutive securities Earnings Per Share (in thousands, except per share data) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Basic Net Income Per Share | $0.19 | $0.18 | $0.45 | $0.41 | | Diluted Net Income Per Share | $0.19 | $0.18 | $0.44 | $0.41 | | Basic Weighted Average Shares Outstanding | 32,702,834 | 30,549,092 | 32,048,183 | 30,451,553 | | Diluted Weighted Average Shares Outstanding | 33,494,725 | 30,589,997 | 32,880,189 | 30,472,005 | - Class B common stock shares (**26,493,565** for Q2 2025 and **27,543,565** for Q2 2024) were considered antidilutive and excluded from diluted EPS computation[108](index=108&type=chunk)[109](index=109&type=chunk) [Note 13. Stock-Based Compensation](index=38&type=section&id=Note%2013.%20Stock-Based%20Compensation) This note details the activity and compensation costs associated with RSUs and PSUs granted under the 2021 Equity Incentive Plan RSU Activity | RSU Activity | Outstanding at Dec 31, 2024 | Granted | Forfeited | Vested | Outstanding at June 30, 2025 | | :-------------------------- | :-------------------------- | :------ | :-------- | :------- | :--------------------------- | | RSUs | 2,175,931 | 713,731 | (65,365) | (945,699) | 1,878,598 | | Weighted-Average Grant Date Fair Value | $11.94 | $28.84 | $13.90 | $12.82 | $18.34 | - Approximately **$28.2 million** of compensation cost for unvested RSUs remains to be recognized over a weighted-average period of **1.2 years**[112](index=112&type=chunk) PSU Activity | PSU Activity | Outstanding at Dec 31, 2024 | Granted | Vested | Outstanding at June 30, 2025 | | :-------------------------- | :-------------------------- | :------ | :------- | :--------------------------- | | PSUs | 569,338 | 220,076 | (5,807) | 783,607 | | Weighted-Average Grant Date Fair Value | $18.79 | $39.27 | $26.73 | $24.62 | - PSUs granted in 2025 are based on **50%** relative total shareholder return and **50%** absolute total shareholder return, with vesting and payout occurring approximately three years after the first performance period[114](index=114&type=chunk)[116](index=116&type=chunk) - Approximately **$12.8 million** of compensation cost for unvested PSUs remains to be recognized over a weighted-average period of **1.4 years**[114](index=114&type=chunk) [Note 14. Segment Information](index=41&type=section&id=Note%2014.%20Segment%20Information) This note describes the company's two reportable segments, Water Gathering and Processing, and Corporate and Other, following the Crosstek Acquisition, providing summarized financial information including revenue, cost of revenue, and operating income - Following the Crosstek Acquisition in February 2025, the company re-evaluated its reportable segments into: Water Gathering and Processing (produced water handling, water solutions) and Corporate and Other (beneficial reuse, industrial water, corporate operations)[119](index=119&type=chunk)[122](index=122&type=chunk) Segment Information (Q2 2025, in thousands) | (in thousands) | Water Gathering and Processing (Q2 2025) | Corporate and Other (Q2 2025) | Consolidated (Q2 2025) | | :------------------------------------ | :--------------------------------------- | :---------------------------- | :--------------------- | | Revenue | $123,748 | $344 | $124,092 | | Total Cost of Revenue | $77,634 | $692 | $78,326 | | Operating Income (Expense) | $45,116 | $(18,785) | $26,331 | | Net Income (Loss) Attributable to Aris Water Solutions, Inc. | $45,116 | $(38,465) | $6,651 | Segment Information (YTD Q2 2025, in thousands) | (in thousands) | Water Gathering and Processing (YTD Q2 2025) | Corporate and Other (YTD Q2 2025) | Total (YTD Q2 2025) | | :------------------------------------ | :--------------------------------------- | :---------------------------- | :------------------ | | Revenue | $243,999 | $584 | $244,583 | | Total Cost of Revenue | $146,947 | $1,323 | $148,270 | | Operating Income (Expense) | $95,355 | $(41,189) | $54,166 | | Net Income (Loss) Attributable to Aris Water Solutions, Inc. | $95,355 | $(80,093) | $15,262 | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=45&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides a comprehensive analysis of the company's financial performance, condition, and future outlook, including a business overview, Q2 2025 results, market trends, segment performance, non-GAAP measures, and liquidity and capital resources [Business Overview](index=45&type=section&id=Business%20Overview) Aris Water Solutions, Inc. is an environmental infrastructure and solutions company focused on full-cycle water handling and recycling in the Permian Basin, with a planned merger with WES and re-evaluated reportable segments following the Crosstek Acquisition - Aris is a leading environmental infrastructure and solutions company providing full-cycle water handling and recycling solutions to energy companies in the Permian Basin[128](index=128&type=chunk) - The company announced a planned merger with WES, where Aris will be acquired and continue as wholly-owned subsidiaries of WES, with the merger expected to close in Q4 2025, subject to shareholder and regulatory approvals[126](index=126&type=chunk) - Following the Crosstek Acquisition in February 2025, the company now reports two distinct business segments: Water Gathering and Processing, and Corporate and Other[129](index=129&type=chunk) [Second Quarter 2025 Results](index=47&type=section&id=Second%20Quarter%202025%20Results) The company achieved significant financial and operational growth in Q2 2025, with total revenue increasing by **23%** and net income by **7%** year-over-year, driven by higher produced water handling and water solutions volumes, and new facility acquisitions Second Quarter 2025 Results | Metric | Q2 2025 | Q2 2024 | % Change | | :------------------------------------ | :------ | :------ | :------- | | Total Revenue | $124.1 million | $101.1 million | 23% | | Net Income | $14.1 million | $13.1 million | 7% | | Adjusted EBITDA (non-GAAP) | $54.6 million | $50.0 million | 9% | | Dividend Paid (Class A Common Stock) | $0.14/share | $0.105/share | 33% | | Produced Water Handling Volumes | 1,234 kbwpd | 1,093 kbwpd | 13% | | Total Water Solutions Volumes | 523 kbwpd | 362 kbwpd | 44% | | Direct Operating Costs per Barrel | $0.36 | $0.30 | 20% | | Gross Margin per Barrel | $0.29 | $0.32 | (9%) | | Adjusted Operating Margin per Barrel (non-GAAP) | $0.41 | $0.46 | (11%) | - The company completed the acquisition of five produced water handling facilities and approximately **787 acres** of land in Reeves County, Texas, for **$13.2 million cash**[130](index=130&type=chunk) [General Trends and Outlook](index=48&type=section&id=General%20Trends%20and%20Outlook) This section discusses market dynamics, including geopolitical conflicts and commodity price volatility impacts on the energy industry, cost inflation, and the company's response to seismicity in its operating areas - Ongoing Russia-Ukraine and Middle Eastern conflicts continue to impact the global economy, financial markets, and the energy industry[132](index=132&type=chunk) - WTI crude oil spot prices averaged **$64.57** in Q2 2025, down from **$81.81** in Q2 2024, impacting a portion of revenue directly exposed to crude oil price fluctuations[133](index=133&type=chunk) - Permian Basin oil and associated water production growth continues to provide meaningful support for future growth, especially with key customers' consistent capital allocation[134](index=134&type=chunk) - Cost inflation, particularly elevated core inflation, may negatively impact operating margins as contractual CPI-based adjustments are often capped, leading to costs increasing faster than fees[136](index=136&type=chunk)[137](index=137&type=chunk) - The company has adapted to regulatory responses to seismic activity in New Mexico and Texas, maintaining service without material disruption due to its integrated pipeline network and system-wide redundancy[138](index=138&type=chunk) [Results of Operations](index=49&type=section&id=Results%20of%20Operations) Consolidated results show a significant increase in total revenue for both the three and six months ended June 30, 2025, driven by growth across all revenue streams, with operating costs and expenses also rising, leading to modest increases in operating income and net income Results of Operations (Three Months Ended June 30, in thousands) | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Change (in thousands) | % Change | | :------------------------------------ | :------------------------------------ | :------------------------------------ | :-------------------- | :------- | | Total Revenue | $124,092 | $101,117 | $22,975 | 23% | | Total Cost of Revenue | $78,326 | $59,901 | $18,425 | 31% | | Total Operating Expenses | $19,435 | $17,297 | $2,138 | 12% | | Operating Income | $26,331 | $23,919 | $2,412 | 10% | | Income Before Income Taxes | $16,764 | $15,106 | $1,658 | 11% | | Net Income | $14,084 | $13,112 | $972 | 7% | Results of Operations (Six Months Ended June 30, in thousands) | Metric | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | Change (in thousands) | % Change | | :------------------------------------ | :------------------------------------ | :------------------------------------ | :-------------------- | :------- | | Total Revenue | $244,583 | $204,523 | $40,060 | 20% | | Total Cost of Revenue | $148,270 | $118,968 | $29,302 | 25% | | Total Operating Expenses | $42,147 | $33,778 | $8,369 | 25% | | Operating Income | $54,166 | $51,777 | $2,389 | 5% | | Income Before Income Taxes | $32,834 | $34,525 | $(1,691) | (5%) | | Net Income | $30,084 | $29,942 | $142 | 0% | [Water Gathering and Processing Segment](index=50&type=section&id=Water%20Gathering%20and%20Processing%20Segment) This segment experienced significant growth in produced water handling and water solutions volumes, driving increased revenues, but direct operating costs per barrel also rose due to higher expenses and maintenance timing, impacting gross and adjusted operating margins per barrel [Recent Developments](index=50&type=section&id=Recent%20Developments) Recent developments include the acquisition of five produced water handling facilities and land in Reeves County, Texas, and progress on a mineral extraction agreement to construct an iodine extraction facility - In Q2 2025, the company acquired five produced water handling facilities and **787 acres** of land in Reeves County, Texas, for **$13.2 million**, selling the land concurrently for **$4.5 million**[141](index=141&type=chunk) - The company finalized site selection for an iodine extraction facility at one of its Permian Basin produced water handling facilities, aiming for operational status in H1 2026, as part of a mineral extraction agreement[142](index=142&type=chunk) [Operating Metrics](index=51&type=section&id=Operating%20Metrics) Operating metrics show substantial increases in produced water handling and water solutions volumes for both the three and six months ended June 30, 2025, but direct operating costs per barrel increased, and gross and adjusted operating margins per barrel decreased, partly due to maintenance timing and lower skim oil prices Operating Metrics (Q2, thousands of barrels of water per day) | (thousands of barrels of water per day) | Q2 2025 | Q2 2024 | Change | % Change | | :-------------------------------------- | :------ | :------ | :----- | :------- | | Produced Water Handling Volumes | 1,234 | 1,093 | 141 | 13% | | Recycled Produced Water Volumes Sold | 425 | 314 | 111 | 35% | | Groundwater Volumes Sold | 98 | 48 | 50 | 104% | | Total Water Solutions Volumes | 523 | 362 | 161 | 44% | | Total Volumes | 1,757 | 1,455 | 302 | 21% | | Produced Water Handling Revenue/Barrel | $0.87 | $0.84 | $0.03 | 4% | | Water Solutions Revenue/Barrel | $0.53 | $0.52 | $0.01 | 2% | | Direct Operating Costs/Barrel | $0.36 | $0.30 | $0.06 | 20% | | Gross Margin/Barrel | $0.29 | $0.32 | $(0.03) | (9%) | | Adjusted Operating Margin/Barrel | $0.41 | $0.46 | $(0.05) | (11%) | Operating Metrics (YTD Q2, thousands of barrels of water per day) | (thousands of barrels of water per day) | YTD Q2 2025 | YTD Q2 2024 | Change | % Change | | :-------------------------------------- | :---------- | :---------- | :----- | :------- | | Produced Water Handling Volumes | 1,213 | 1,126 | 87 | 8% | | Recycled Produced Water Volumes Sold | 450 | 325 | 125 | 38% | | Groundwater Volumes Sold | 91 | 38 | 53 | 139% | | Total Water Solutions Volumes | 541 | 363 | 178 | 49% | | Total Volumes | 1,754 | 1,489 | 265 | 18% | | Produced Water Handling Revenue/Barrel | $0.87 | $0.83 | $0.04 | 5% | | Water Solutions Revenue/Barrel | $0.54 | $0.52 | $0.02 | 4% | | Direct Operating Costs/Barrel | $0.34 | $0.29 | $0.05 | 17% | | Gross Margin/Barrel | $0.31 | $0.32 | $(0.01) | (3%) | | Adjusted Operating Margin/Barrel | $0.43 | $0.46 | $(0.03) | (7%) | Skim Oil Volumes | Skim Oil Volumes | Q2 2025 | Q2 2024 | Change | % Change | | :------------------------------------ | :------ | :------ | :----- | :------- | | Skim Oil Volumes (bpd) | 2,845 | 1,490 | 1,355 | 91% | | Skim Oil Sales Revenue/Barrel of Skim Oil | $56.90 | $72.58 | $(15.68) | (22%) | [Revenues](index=53&type=section&id=Revenues) Produced water handling revenues increased due to higher volumes and skim oil sales despite lower skim oil prices, water solutions revenues grew significantly from increased recycled and groundwater volumes, and other revenues rose from a new water separation facility Revenues (in thousands) | (in thousands) | Q2 2025 | Q2 2024 | YTD Q2 2025 | YTD Q2 2024 | | :------------------------------------ | :------ | :------ | :---------- | :---------- | | Produced Water Handling Fees | $83,475 | $73,586 | $164,711 | $148,709 | | Skim Oil Sales Revenue | $14,732 | $9,843 | $25,674 | $20,653 | | Total Produced Water Handling Revenue | $98,207 | $83,429 | $190,385 | $169,362 | | Water Solutions Revenue | $25,159 | $17,248 | $52,574 | $34,192 | | Other Revenue | $726 | $440 | $1,624 | $969 | - Produced water handling revenues increased by **$14.8 million** (Q2 2025 vs. Q2 2024) due to a **141 kbwpd** volume increase and a **$4.9 million** increase in skim oil sales revenue (higher volumes/recoveries, offset by lower prices)[151](index=151&type=chunk) - Water solutions revenues increased by **$8.4 million** (Q2 2025 vs. Q2 2024) due to a **111 kbwpd** increase in recycled produced water volumes and a **50 kbwpd** groundwater volume increase, partially offset by lower prices[152](index=152&type=chunk) - Other Revenue increased due to **$0.3 million** (Q2 2025) and **$1.0 million** (YTD Q2 2025) from services performed to operate a new water separation facility[153](index=153&type=chunk) [Expenses](index=54&type=section&id=Expenses) Direct operating costs increased significantly due to higher volumes and maintenance expenses, depreciation, amortization, and accretion expenses slightly rose from new and acquired assets, and abandoned well and project expenses were recognized - Direct operating costs increased by **$18.0 million** (Q2 2025 vs. Q2 2024) and **$28.6 million** (YTD Q2 2025 vs. YTD Q2 2024), driven by higher produced water handling and water solutions volumes, and timing of maintenance expenses[154](index=154&type=chunk)[155](index=155&type=chunk) - Key drivers for increased direct operating costs included higher water transfer costs, groundwater expense, electricity and fuel expense, landowner royalties, and workover costs[154](index=154&type=chunk)[155](index=155&type=chunk) - Depreciation, amortization, and accretion expense slightly increased due to new and acquired assets placed in service[156](index=156&type=chunk) - Abandoned well costs were **$1.0 million** (Q2 2025) and **$1.5 million** (YTD Q2 2025) for uneconomical facilities and disused pipelines[54](index=54&type=chunk)[158](index=158&type=chunk) [Corporate and Other Segment](index=55&type=section&id=Corporate%20and%20Other%20Segment) This segment's recent developments include collaborations with NAWI and UCLA for produced water treatment and mineral extraction, and progress on the Beneficial Reuse JIP, with expenses influenced by the Crosstek Acquisition, stock-based compensation, and JIP activities [Recent Developments](index=55&type=section&id=Recent%20Developments) The company is actively engaged in R&D through agreements with NAWI and UCLA to explore produced water treatment and mineral extraction, while the Beneficial Reuse JIP completed Phase 1 testing and is launching Phase 2 to scale treatment technologies - The company signed an agreement with NAWI to investigate produced water treatment technologies, with operational data collected in November 2024[160](index=160&type=chunk) - An agreement with UCLA focuses on extracting magnesium and other valuable metals/minerals from produced water, with bench testing on synthetic and actual brines in progress[161](index=161&type=chunk) - The Beneficial Reuse Joint Industry Project (JIP) with Chevron, ConocoPhillips, Exxon Mobil, and Coterra Energy completed Phase 1 testing of pilot technologies in Q2 2025 and is launching Phase 2 to scale these technologies for industrial, commercial, and non-consumptive agricultural purposes[162](index=162&type=chunk) [Expenses](index=56&type=section&id=Expenses) Costs of goods sold emerged from industrial water operations due to the Crosstek Acquisition, G&A expenses increased primarily from higher stock-based compensation, and R&D expenses decreased due to the winding down of JIP Phase 1 - Costs of goods sold for Q2 and YTD 2025 relate to operating expenses from industrial water operations, specifically the Crosstek Acquisition[163](index=163&type=chunk) - General and administrative (G&A) expenses increased by **$1.7 million** (Q2 2025 vs. Q2 2024) and **$7.2 million** (YTD Q2 2025 vs. YTD Q2 2024), primarily due to increases in stock-based compensation (**$1.2 million** in Q2, **$3.5 million** YTD) and other compensation and benefits[165](index=165&type=chunk)[166](index=166&type=chunk) - Research and development expense decreased due to lower JIP expenses as Phase 1 of the project wound down. Total JIP R&D expense was **$1.0 million** (Q2 2025) vs. **$2.6 million** (Q2 2024) and **$3.2 million** (YTD Q2 2025) vs. **$5.2 million** (YTD Q2 2024)[167](index=167&type=chunk) [Interest Expense, Net](index=57&type=section&id=Interest%20Expense%2C%20Net) Net interest expense increased for both the three and six months ended June 30, 2025, primarily due to higher average outstanding debt balances from the new 2030 Notes, partially offset by lower average credit facility borrowings and decreased capitalized interest Interest Expense, Net (in thousands) | (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Interest on Debt Instruments | $9,076 | $8,596 | $17,863 | $16,897 | | Amortization of Debt Issuance Costs | $705 | $763 | $1,340 | $1,529 | | Interest on Finance Lease Obligations | $52 | — | $100 | — | | Total Interest Expense | $9,833 | $9,359 | $19,303 | $18,426 | | Less: Amounts Capitalized | $(266) | $(546) | $(506) | $(1,175) | | Interest Expense, Net | $9,567 | $8,813 | $18,797 | $17,251 | - The average outstanding debt balance increased to **$500 million** for Q2 2025 (from **$438 million** in Q2 2024) and **$481 million** for YTD Q2 2025 (from **$432 million** in YTD Q2 2024), driven by the new 2030 Notes[169](index=169&type=chunk) [Other](index=57&type=section&id=Other) Other expense for the six months ended June 30, 2025, primarily relates to the loss incurred from the extinguishment of the 2026 Notes - Other expense of **$2.535 million** for the six months ended June 30, 2025, is attributed to the loss on debt extinguishment for the satisfaction and discharge of the 2026 Notes[170](index=170&type=chunk) [Non-GAAP Financial Measures](index=57&type=section&id=Non-GAAP%20Financial%20Measures) This section defines and reconciles non-GAAP financial measures, including Adjusted EBITDA, Adjusted Operating Margin, and Adjusted Operating Margin per Barrel, used to evaluate performance and liquidity as supplemental metrics - Adjusted EBITDA is defined as net income (loss) plus interest expense, income taxes, depreciation, amortization and accretion, abandoned well costs, asset impairment, abandoned project charges, losses on asset sales, transaction costs, R&D expense, TRA liability changes, loss on debt extinguishment, stock-based compensation, and other non-recurring items, less gains on asset sales[174](index=174&type=chunk) Adjusted EBITDA Reconciliation (in thousands) | (in thousands) | Q2 2025 | Q2 2024 | YTD Q2 2025 | YTD Q2 2024 | | :------------------------------------ | :------ | :------ | :---------- | :---------- | | Net Income | $14,084 | $13,112 | $30,084 | $29,942 | | Interest Expense, Net | $9,567 | $8,813 | $18,797 | $17,251 | | Income Tax Expense | $2,680 | $1,994 | $2,750 | $4,583 | | Depreciation, Amortization and Accretion | $19,972 | $19,707 | $39,728 | $39,128 | | Stock-Based Compensation | $6,247 | $4,693 | $11,937 | $8,214 | | Loss on Debt Extinguishment | — | — | $2,535 | — | | Adjusted EBITDA | $54,564 | $49,995 | $111,103 | $103,103 | - Adjusted Operating Margin is defined as Gross Margin plus Depreciation, Amortization and Accretion, and Adjusted Operating Margin per Barrel is this margin divided by total volumes handled or sold[175](index=175&type=chunk) Adjusted Operating Margin Reconciliation (in thousands) | (in thousands) | Q2 2025 | Q2 2024 | YTD Q2 2025 | YTD Q2 2024 | | :------------------------------------ | :------ | :------ | :---------- | :---------- | | Gross Margin | $46,114 | $41,832 | $97,052 | $86,794 | | Depreciation, Amortization and Accretion | $19,410 | $19,091 | $38,538 | $37,889 | | Adjusted Operating Margin | $65,524 | $60,923 | $135,590 | $124,683 | | Total Volumes (thousands of barrels) | 159,890 | 132,372 | 317,382 | 270,974 | | Gross Margin/Barrel | $0.29 | $0.32 | $0.31 | $0.32 | | Adjusted Operating Margin/Barrel | $0.41 | $0.46 | $0.43 | $0.46 | [Liquidity and Capital Resources](index=60&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's cash needs, funding sources, and cash flow activities, highlighting its strong liquidity, the WES merger's impact on financial flexibility, and 2025 capital expenditure plans [Overview](index=60&type=section&id=Overview) The company's cash needs for asset development, construction, and contractual obligations are funded by internal cash flow, credit facility, or capital markets, with a strong cash balance and working capital as of June 30, 2025, though the WES merger introduces future financial restrictions - As of June 30, 2025, the company had a cash balance of **$57.4 million** and working capital of **$71.7 million**[182](index=182&type=chunk) - The company had **$500.0 million** of 2030 Notes outstanding and **$346.7 million** of availability under its Credit Facility as of June 30, 2025, with no outstanding borrowings[184](index=184&type=chunk) - The Merger Agreement imposes restrictions on future indebtedness, equity issuance, asset sales, and share repurchases[187](index=187&type=chunk) - The company is evaluating the financial impact of the recently enacted One Big Beautiful Bill (OBBB) tax legislation[186](index=186&type=chunk) [Dividends and Distributions](index=62&type=section&id=Dividends%20and%20Distributions) The Board declared a consistent quarterly dividend of **$0.14 per share** for Class A common stock and corresponding distributions to Aris LLC unit holders for Q1, Q2, and Q3 2025, with the Merger Agreement imposing a cap on future quarterly dividends and distributions - The Board declared a dividend of **$0.14 per share** for Class A common stock for Q1, Q2, and Q3 2025, with equivalent distributions to Aris LLC unit holders[188](index=188&type=chunk)[189](index=189&type=chunk) - The Merger Agreement restricts future quarterly dividends and distributions to a maximum of **$0.14 per share**[190](index=190&type=chunk) [Cash Flows from Operating Activities](index=62&type=section&id=Cash%20Flows%20from%20Operating%20Activities) Net cash provided by operating activities increased for the six months ended June 30, 2025, primarily due to higher total revenues, partially offset by increased direct operating and general and administrative expenses Net Cash Provided by Operating Activities (Six Months Ended June 30, in thousands) | Metric | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | Change (in thousands) | % Change | | :------------------------------------ | :------------------------------------ | :------------------------------------ | :-------------------- | :------- | | Net Cash Provided by Operating Activities | $66,157 | $58,147 | $8,010 | 13.8% | - The increase in operating cash flow was primarily driven by a **$40.1 million** increase in total revenues, partially offset by higher direct operating costs and general and administrative expenses[191](index=191&type=chunk)[192](index=192&type=chunk) [Cash Flows from Investing Activities](index=64&type=section&id=Cash%20Flows%20from%20Investing%20Activities) Net cash used in investing activities decreased for the six months ended June 30, 2025, despite cash paid for the Crosstek and Reeves County acquisitions, due to lower overall property, plant, and equipment expenditures Net Cash Used in Investing Activities (Six Months Ended June 30, in thousands) | Metric | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | Change (in thousands) | % Change | | :------------------------------------ | :------------------------------------ | :------------------------------------ | :-------------------- | :------- | | Net Cash Used in Investing Activities | $(51,416) | $(56,785) | $5,369 | (9.5%) | - The decrease in cash used was primarily related to lower property, plant, and equipment expenditures, despite **$15.2 million** cash paid for the Crosstek and Reeves County acquisitions[193](index=193&type=chunk) [Cash Flows from Financing Activities](index=64&type=section&id=Cash%20Flows%20from%20Financing%20Activities) Net cash provided by financing activities significantly increased, driven by the issuance of new 2030 Notes and the satisfaction and discharge of 2026 Notes, alongside Credit Facility repayments, dividends, and treasury stock repurchases Net Cash Provided by Financing Activities (Six Months Ended June 30, in thousands) | Metric | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | Change (in thousands) | % Change | | :------------------------------------ | :------------------------------------ | :------------------------------------ | :-------------------- | :------- | | Net Cash Provided by Financing Activities | $13,945 | $5,101 | $8,844 | 173.4% | - Key activities included the issuance of **$500.0 million** in 2030 Notes, satisfaction and discharge of **$400.0 million** in 2026 Notes, net Credit Facility repayments of **$44.0 million**, **$17.1 million** in dividends, and **$10.0 million** in treasury stock repurchases[194](index=194&type=chunk) [Capital Requirements](index=64&type=section&id=Capital%20Requirements) The company expects 2025 capital expenditures to range from **$85.0 million** to **$105.0 million**, funded primarily by cash on hand, cash flows from operations, and its Credit Facility, excluding any merger impacts - Expected capital expenditures for 2025 are between **$85.0 million** and **$105.0 million**, based on current customer outlooks and excluding merger impacts[195](index=195&type=chunk) - Capital requirements are intended to be funded through cash on hand, cash flows from operations, and borrowing capacity under the Credit Facility[195](index=195&type=chunk) [Emerging Growth Company Status](index=64&type=section&id=Emerging%20Growth%20Company%20Status) The company maintains its 'emerging growth company' status, allowing exemptions from reporting and an extended transition period for new accounting standards, but this status is expected to cease by December 31, 2025, if the merger has not closed, requiring an independent auditor's attestation report on internal controls - The company is an 'emerging growth company' and has elected to use the extended transition period for complying with new or revised accounting standards[196](index=196&type=chunk) - The company will cease to be an emerging growth company by December 31, 2025 (if the merger has not closed), requiring an independent auditor's attestation report on the effectiveness of its internal control over financial reporting[197](index=197&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=66&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section discusses the company's exposure to market risks, primarily commodity price and interest rate risk, noting no material changes since the previous annual report, and confirms no use of derivative instruments for trading purposes - The company's market risks primarily relate to potential changes in the fair value of long-term debt due to interest rate fluctuations[198](index=198&type=chunk) - Commodity price risk exists due to indirect exposure to crude oil and natural gas price fluctuations impacting customer activity, and direct exposure from customer contracts with WTI-linked rates and skim oil sales[199](index=199&type=chunk)[200](index=200&type=chunk) - Interest rate risk applies to the Credit Facility, which bears variable interest rates (SOFR-linked), though there were no outstanding borrowings as of June 30, 2025[202](index=202&type=chunk) [Item 4. Controls and Procedures](index=66&type=section&id=Item%204.%20Controls%20and%20Procedures) Management evaluated the effectiveness of disclosure controls and procedures as of June 30, 2025, concluding they were effective, with no material changes in internal control over financial reporting identified during the quarter - Disclosure controls and procedures were evaluated as effective at the reasonable assurance level as of June 30, 2025[203](index=203&type=chunk)[204](index=204&type=chunk) - No changes in internal control over financial reporting materially affected, or are reasonably likely to materially affect, internal control over financial reporting during the quarter ended June 30, 2025[205](index=205&type=chunk) Part II. Other Information [Item 1. Legal Proceedings](index=48&type=section&id=Item%201.%20Legal%20Proceedings) The company is subject to routine litigation and disputes, with no material changes to previously disclosed legal proceedings, and management believes no outstanding matters would materially adversely affect financial condition or results of operations - No material changes to legal proceedings previously disclosed in the 2024 Annual Report[206](index=206&type=chunk) - Management believes there are no pending litigation, disputes, or claims that would have a material adverse effect on the company's financial condition, cash flows, or results of operations[206](index=206&type=chunk) [Item 1A. Risk Factors](index=48&type=section&id=Item%201A.%20Risk%20Factors) This section outlines specific risks related to the proposed merger with WES, including consideration value uncertainty, completion conditions, business disruption, limitations on alternative transactions, and negative impacts of a failed merger - The value of WES Common Units, which form part of the merger consideration, has fluctuated and will continue to fluctuate, creating uncertainty for stockholders[208](index=208&type=chunk)[209](index=209&type=chunk) - Completion of the merger is subject to customary closing conditions, including stockholder and regulatory approvals, and there is no assurance these conditions will be satisfied[210](index=210&type=chunk)[211](index=211&type=chunk) - The merger may disrupt existing business relationships, potentially leading to adverse effects on the combined business[212](index=212&type=chunk) - The Merger Agreement limits the company's ability to pursue alternative acquisitions and includes a **$57.0 million** termination fee payable to WES under certain circumstances, which could discourage other bidders[213](index=213&type=chunk)[215](index=215&type=chunk)[216](index=216&type=chunk) - Failure to complete the merger could negatively impact the company's stock price, customer/employee relations, incur significant costs, and divert management's attention, potentially leading to litigation[217](index=217&type=chunk)[219](index=219&type=chunk)[220](index=220&type=chunk)[222](index=222&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=73&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section summarizes the repurchases of the company's Class A common stock during Q2 2025, primarily for the payment of withholding taxes on employee stock awards Class A Common Stock Repurchases | Period | Total Number of Shares Purchased | Average Price Paid Per Share | | :------------------- | :----------------------------- | :--------------------------- | | 4/1/2025 - 4/30/2025 | 285 | $24.62 | | 5/1/2025 - 5/31/2025 | - | - | | 6/1/2025 - 6/30/2025 | 854 | $22.04 | | Total | 1,139 | $22.69 | - These repurchases represent shares of Class A common stock received from employees for the payment of withholding taxes due on shares issued under the 2021 Equity Incentive Plan[223](index=223&type=chunk) [Item 3. Defaults upon Senior Securities](index=74&type=section&id=Item%203.%20Defaults%20upon%20Senior%20Securities) This section states that there were no defaults upon senior securities during the reporting period - No defaults upon senior securities were reported[224](index=224&type=chunk) [Item 4. Mine Safety Disclosures](index=74&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section indicates that mine safety disclosures are not applicable to the company - Mine Safety Disclosures are not applicable to the registrant[225](index=225&type=chunk) [Item 5. Other Information](index=74&type=section&id=Item%205.%20Other%20Information) This section reports that no directors or Section 16 officers adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during Q2 2025 - No director or Section 16 officer adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter ended June 30, 2025[226](index=226&type=chunk) [Item 6. Exhibits](index=74&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of, or incorporated by reference into, the Quarterly Report on Form 10-Q, including key agreements related to the merger and certifications - Key exhibits include the Agreement and Plan of Merger (Exhibit 2.1), Amendment No. 2 to Amended and Restated Water Gathering and Disposal Agreement (Exhibit 10.1), Tax Receivable Agreement Amendment (Exhibit 10.3), and certifications by the CEO and CFO (Exhibits 31.1, 31.2, 32.1, 32.2)[228](index=228&type=chunk)[229](index=229&type=chunk)[231](index=231&type=chunk) [Signatures](index=77&type=section&id=Signatures) This section contains the signatures of the authorized officers, certifying the filing of the report on behalf of Aris Water Solutions, Inc - The report is signed by Amanda M. Brock (President and Chief Executive Officer), Stephan E. Tompsett (Chief Financial Officer), and Jeffrey K. Hunt (Chief Accounting Officer) on August 11, 2025[233](index=233&type=chunk)

[Introduction](index=1&type=section&id=Introduction) [Parties and Amendment Effective Date](index=1&type=section&id=Parties%20and%20Amendment%20Effective%20Date) This section identifies the parties involved in the Amendment No. 2 to the Amended and Restated Water Gathering and Disposal Agreement, including Solaris Midstream DB-NM, LLC as 'Gatherer' and a consortium of entities (COG Operating LLC, COG Production LLC, Concho Oil & Gas LLC, and COG Acreage LP) collectively as 'Producer', and specifies the effective date of this amendment - The Amendment No. 2 to Amended and Restated Water Gathering and Disposal Agreement is made effective as of **July 29, 2025**[2](index=2&type=chunk) - The parties to the amendment are **Solaris Midstream DB-NM, LLC** ('Gatherer') and **COG Operating LLC, COG Production LLC, Concho Oil & Gas LLC, and COG Acreage LP** (collectively 'Producer')[2](index=2&type=chunk) [Recitals and Purpose of Amendment](index=1&type=section&id=Recitals%20and%20Purpose%20of%20Amendment) This section provides the background for the amendment, noting the original agreement's effective date and a previous amendment, and explicitly states the primary objective of the current amendment: to extend the Primary Term of the existing agreement - The original Amended and Restated Water Gathering and Disposal Agreement was effective **June 11, 2020**, and previously amended on **February 15, 2024**[4](index=4&type=chunk) - The primary purpose of this Amendment is to extend the Primary Term of the Agreement by **seven (7) years**[4](index=4&type=chunk) [Core Amendments](index=1&type=section&id=Core%20Amendments) [Amendment to Section 7.1 (Term)](index=1&type=section&id=Amendment%20to%20Section%207.1%20(Term)) This section details the modification of Section 7.1 of the original agreement, which governs the term. The Primary Term is extended, and provisions for further extensions and termination notices are outlined - Section 7.1 of the Agreement is deleted and replaced, extending the Primary Term until **May 31, 2040**[5](index=5&type=chunk) - The Producer has the option to extend the Primary Term by an additional **five (5) years**, up to two times, requiring at least **365 days**' prior notice[5](index=5&type=chunk) - Termination by either Party at the end of the Primary Term or any yearly extension requires at least **365 days**' prior written notice[5](index=5&type=chunk) [Limited Effect of Amendment](index=2&type=section&id=Limited%20Effect%20of%20Amendment) This clause confirms that, except for the explicitly stated changes, all other terms and provisions of the original agreement remain fully effective. It also establishes that this Amendment takes precedence in the event of any conflict with the original agreement - All terms and provisions of the original Agreement remain in full force and effect, except as expressly provided in this Amendment[6](index=6&type=chunk) - In the event of a conflict between this Amendment and the Agreement, this Amendment shall control[6](index=6&type=chunk) [General Legal Provisions](index=2&type=section&id=General%20Legal%20Provisions) [Representations and Warranties](index=2&type=section&id=Representations%20and%20Warranties) Each Party provides standard legal assurances, representing and warranting that they possess the full authority to execute and fulfill the obligations set forth in this Amendment, and that the Amendment constitutes a legally binding obligation - Each Party represents and warrants that it has the full right, power, and authority to enter into and perform its obligations under this Amendment[7](index=7&type=chunk) - This Amendment has been duly executed and delivered, constituting a legal, valid, and binding obligation of each Party[7](index=7&type=chunk) [Miscellaneous Provisions](index=2&type=section&id=Miscellaneous%20Provisions) This section covers various standard legal clauses, including the governing law, dispute resolution mechanisms, provisions for successors and assigns, the interpretive role of headings, the allowance for execution in counterparts, and the declaration that this document, along with the original agreement, constitutes the entire agreement between the parties - This Amendment and any disputes shall be governed by the law of the **State of Texas**[10](index=10&type=chunk) - The Dispute Resolution and Arbitration provisions of GTC Section XIII(b) of the Agreement are incorporated[10](index=10&type=chunk) - This Amendment may be executed in one or more counterparts, including electronically[10](index=10&type=chunk) - The Agreement and this Amendment constitute the sole and entire agreement between the Parties[10](index=10&type=chunk) [Execution and Acknowledgment](index=3&type=section&id=Execution%20and%20Acknowledgment) [Producer Signatures and Acknowledgments](index=3&type=section&id=Producer%20Signatures%20and%20Acknowledgments) This section contains the signatures and notarized acknowledgments for each of the Producer entities: COG Operating LLC, COG Production LLC, Concho Oil & Gas LLC, and COG Acreage LP, all executed by Garrett Rychlik as Attorney-in-Fact - **Garrett Rychlik**, Attorney-in-Fact, signed on behalf of **COG Operating LLC, COG Production LLC, Concho Oil & Gas LLC, and COG Acreage LP**[12](index=12&type=chunk)[14](index=14&type=chunk)[16](index=16&type=chunk)[18](index=18&type=chunk) - **Erica Adkins**, Notary Public for the **State of Texas**, acknowledged the signatures for all Producer entities on **July 29, 2025**[13](index=13&type=chunk)[15](index=15&type=chunk)[17](index=17&type=chunk)[19](index=19&type=chunk) [Gatherer Signature and Acknowledgment](index=7&type=section&id=Gatherer%20Signature%20and%20Acknowledgment) This section includes the signature and notarized acknowledgment for the Gatherer entity, Solaris Midstream DB-NM, LLC, executed by Amanda Brock as CEO - **Amanda Brock**, CEO, signed on behalf of **Solaris Midstream DB-NM, LLC** ('Gatherer')[20](index=20&type=chunk) - **Melody Chappell**, Notary Public for the **State of Texas**, acknowledged the signature for the Gatherer on **July 30, 2025**[21](index=21&type=chunk)

Core Viewpoint - The article emphasizes the importance of focusing on great companies and stocks, while also cautioning against excessive euphoria in investment decisions [1] Group 1 - Great companies and stocks warrant significant attention from investors [1] - The article raises the question of when investor enthusiasm may become excessive [1]

Higher Gold Sales, Record Adjusted EBITDA & Earnings, and Significant Growth in Cash VANCOUVER, BC, Aug. 7, 2025 /PRNewswire/ - Aris Mining Corporation (Aris Mining or the Company) (TSX: ARIS) (NYSE- A: ARMN) announces its financial and operating results for the three and six months ended June 30, 2025 (Q2 2025 and H1 2025). In addition, the Company announces the publication of its 2024 Sustainability Report, which is available for review on our website. All amounts are in U.S. dollars unless otherwise indi ...

此次交易使Western Midstream得以收购该页岩区最大的水资源承包商之一。Western Midstream的最大股 东是西方石油(OXY.US)。根据Western Midstream的投资者简报，Aris控制着北美产量最大的石油产区二 叠纪盆地约790英里的废水管道，每天能够处理180万桶废水。 Western Midstream周三在一份声明中表示，根据该交易，股东们每持有1股Aris股票，可获得0.625股 Western Midstream普通股或25美元现金，这一价格较周二收盘价高出23%。Western Midstream还称，现 金选择权可能会根据比例进行调整，最高现金支付额为4.15亿美元。 页岩管道运营商Western Midstream(WES.US)同意以约15亿美元的现金和股票形式收购Aris Water Solutions(ARIS.US)，此举旨在将其业务拓展至二叠纪盆地蓬勃发展的水处理领域。 由于二叠纪盆地每生产一桶原油就会产生约五桶废水，废水处理业务正成为石油生产中日益重要的组成 部分。处理废水的主要方式是通过管道将其输送出去，然后注入地下的处置井。据行业咨询公司 ...