WaterBridge (NYSE: WBI) Q1 revenue tops $200M as net income improves
Rhea-AI Filing Summary
WaterBridge Infrastructure LLC reported sharply higher Q1 2026 results. Total revenues reached $200.98 million for the three months ended March 31, 2026, compared with $97.91 million a year earlier, driven mainly by produced water handling and skim oil revenues.
Net income rose to $9.52 million from $1.71 million, with net income attributable to WaterBridge at $3.52 million, or $0.08 per basic and diluted Class A share. Operating cash flow increased to $95.10 million, while capital expenditures were $110.94 million, reflecting continued network investment.
At March 31, 2026, cash and cash equivalents were $50.67 million and total debt was $1.49 billion, including $1.43 billion of senior notes and $50.0 million drawn on the 2025 Revolving Credit Facility. Shareholders’ equity was $1.85 billion, with 47,016,059 Class A shares and 76,440,150 Class B shares outstanding. The company paid a $0.05 per-share dividend on Class A shares and a corresponding distribution to OpCo unitholders.
Positive
- Revenue and earnings expansion: Q1 2026 revenues rose to $200.98 million from $97.91 million and net income increased to $9.52 million from $1.71 million, indicating materially higher scale and profitability versus the prior-year period.
Negative
- None.
Insights
WaterBridge posted strong Q1 revenue and profit growth while continuing heavy capital investment and operating with substantial leverage.
WaterBridge Infrastructure LLC more than doubled scale year over year, with Q1 2026 revenues of $200.98M versus $97.91M in Q1 2025. Produced water handling and skim oil together contributed $181.94M, underscoring the importance of long-life production-linked volumes. Operating income increased to $30.46M as higher depreciation, depletion, amortization and accretion of $68.95M and general and administrative expenses of $16.81M offset part of the revenue expansion.
Net income rose to $9.52M, and net income attributable to WaterBridge was $3.52M, or $0.08 per basic and diluted Class A share. Interest expense remained significant at $19.99M, reflecting total debt of $1.49B (including $1.43B of senior notes and $50.0M outstanding on the 2025 Revolving Credit Facility). The $95.10M of operating cash flow funded most of the $110.94M of capital expenditures, supplemented by $25.0M of revolver borrowings.
The balance sheet shows total assets of $3.75B and shareholders’ equity of $1.85B, alongside a tax receivable agreement liability of $218.5M, including a $17.2M addition from OpCo Unit redemptions during Q1. The company continues to emphasize long-term, fixed-fee contracts tied to produced water handling. Future disclosures in subsequent filings may provide additional detail on how sustained capital spending and interest costs affect returns on these infrastructure investments.
Key Figures
Key Terms
Minimum volume commitment financial
Tax Receivable Agreement financial
variable interest entity financial
asset retirement obligation liability financial
Tax receivable agreement liability financial
Offering Details
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
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NYSE Texas, Inc. |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S‑T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
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Emerging growth company |
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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 May 6, 2026, the registrant had
TABLE OF CONTENTS
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Page |
PART I – FINANCIAL INFORMATION |
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Glossary |
2 |
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Cautionary Statement Regarding Forward-Looking Statements |
3 |
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Item 1. |
Financial Statements (Unaudited) |
5 |
WaterBridge Infrastructure LLC |
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Condensed Consolidated Balance Sheets |
5 |
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Condensed Consolidated Statements of Operations |
6 |
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Condensed Consolidated Statements of Shareholders’ and Member’s Equity |
7 |
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Condensed Consolidated Statements of Cash Flows |
8 |
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Notes to the Condensed Consolidated Financial Statements |
9 |
WaterBridge Equity Finance LLC |
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Condensed Consolidated Statement of Operations |
22 |
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Condensed Consolidated Statement of Changes in Mezzanine Equity and Members’ Equity |
23 |
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Condensed Consolidated Statement of Cash Flows |
24 |
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Notes to the Condensed Consolidated Financial Statements |
25 |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
28 |
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
42 |
Item 4. |
Controls and Procedures |
42 |
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PART II ‑ OTHER INFORMATION |
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Item 1. |
Legal Proceedings |
43 |
Item 1A. |
Risk Factors |
43 |
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
44 |
Item 3. |
Defaults Upon Senior Securities |
44 |
Item 4. |
Mine Safety Disclosures |
44 |
Item 5. |
Other Information |
44 |
Item 6. |
Exhibits |
45 |
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Signatures |
46 |
1
Glossary
The following are abbreviations and definitions of certain terms used in this document, many of which are commonly used in the industry:
Bpd or Bbl/d. Barrels per calendar day.
Brackish water. Water with salinity levels between seawater and freshwater.
Completion. The process of preparing a well for the production of oil and gas by injecting high-pressure fluids mixed with proppants to create fractures in reservoir rock to enhance permeability.
Crude oil. A mixture of hydrocarbons that exists in liquid phase in natural underground reservoirs and remains liquid at atmospheric pressure after passing through surface separating facilities.
Delaware Basin. A geological depositional and structural basin in West Texas and southeastern New Mexico, which is a part of the Permian Basin.
Desert Environmental. Desert Environmental LLC, a Delaware limited liability company and subsidiary of the Company.
E&P. Oil and natural gas exploration and production.
E&P companies. Oil and natural gas exploration and production companies, including producers and/or operators.
Five Point. Five Point Infrastructure LLC, a Delaware limited liability company and our legacy financial sponsor.
GAAP. Accounting principles generally accepted in the United States of America.
Incentive Units. Management incentive units consisting of time-based awards of profits interests.
LandBridge. LandBridge Company LLC, a Delaware limited liability company (NYSE: LB; NYSE TX: LB), and its subsidiaries.
MBbls. One thousand barrels.
MBbl/d. One thousand barrels per day.
MVC. Minimum volume commitment.
NDB Incentive Units. Management incentive units consisting of time‑based awards of profits interests in NDB LLC.
NDB LLC. WaterBridge NDB LLC, a Delaware limited liability company and portfolio company of funds affiliated with Five Point.
OpCo. WBI Operating LLC, a Delaware limited liability company.
Operator. The individual or company responsible for the development and/or production of an oil or natural gas well.
Permian Basin. A large sedimentary basin located in West Texas and southeastern New Mexico.
Produced water. Water produced from an oil and natural gas well alongside crude oil and natural gas.
Produced water handling facilities. Facilities utilized for the treatment, handling and disposal of produced water.
Skim oil. Oil recovered as a byproduct of the produced water from a well during produced water handling operations.
WaterBridge. WaterBridge Infrastructure LLC, a Delaware limited liability company (NYSE: WBI; NYSE TX: WBI), and its subsidiaries.
WTI. West Texas Intermediate, a grade of crude oil commonly used in reference to pricing for crude oil.
2
Cautionary NOTE Regarding Forward-Looking Statements
The information in this Quarterly Report on Form 10-Q (this “Quarterly Report”) includes “forward-looking statements” within the meaning of the federal securities laws that involve risks and uncertainties. All statements, other than statements of historical fact, included in this Quarterly Report, regarding our strategy, future operations, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Quarterly Report, words such as “assume,” “could,” “would,” “should,” “will,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “forecast,” “may,” “objective,” “plan,” “budget” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events at the time such statements were made. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under the section entitled “Risk Factors” included elsewhere in this Quarterly Report and each of the other factors set forth in “Part I — Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”), and in other reports filed with the United States Securities and Exchange Commission (the “SEC”). By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Although we believe that the forward-looking statements contained in this Quarterly Report are based on reasonable assumptions, you should be aware that many factors could affect our actual results of operations, cash flows and financial position and could cause actual results to differ materially from those in such forward-looking statements. Forward-looking statements may include, but are not limited to, statements about:
3
We caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond our control, incident to the operation of business in our industry. We disclose important factors that could cause our actual results to differ materially from our expectations under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report. Factors that could materially adversely affect our business, financial condition, operating results or liquidity and the trading price of our Class A shares are described under “Risk Factors,” included in our 2025 Form 10-K and under “Part II — Item 1A. Risk Factors” within this Quarterly Report. This information should be considered carefully, together with other information in this report and other reports and materials we file with the SEC. Should one or more of the risks or uncertainties described in this Quarterly Report occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make.
All forward-looking statements, expressed or implied, included in this Quarterly Report are expressly qualified in their entirety by this cautionary note. This cautionary note should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Quarterly Report.
4
Item 1. Financial Statements (Unaudited)
WaterBridge Infrastructure LLC and Subsidiaries
Condensed Consolidated Balance Sheets
(in thousands)
(unaudited)
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March 31, |
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December 31, |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable, net |
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Other receivables |
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Prepaid expenses and other current assets |
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Total current assets |
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Non-current assets: |
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Property, plant and equipment, net |
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Intangible assets, net |
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Goodwill |
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Other assets |
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Total non-current assets |
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Total assets |
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$ |
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$ |
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Liabilities and equity |
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Current liabilities: |
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Accounts payable |
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$ |
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Related party accounts payable |
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Accrued liabilities |
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Current portion of long-term debt |
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Other current liabilities |
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Total current liabilities |
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Non-current liabilities: |
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Long-term debt, net of debt issuance costs |
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Tax receivable agreement liability |
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Other long-term liabilities |
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Total non-current liabilities |
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Total liabilities |
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Class A shares, shares authorized and |
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Class B shares, shares authorized and |
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Retained earnings |
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( |
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Total shareholders’ equity attributable to WaterBridge Infrastructure LLC |
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Noncontrolling interest |
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Total shareholders’ equity |
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Total liabilities and equity |
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$ |
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$ |
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See accompanying notes to the unaudited condensed consolidated financial statements
5
WaterBridge Infrastructure LLC and Subsidiaries
Condensed Consolidated Statements of Operations
(in thousands, except share and per share amounts)
(unaudited)
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Three Months Ended March 31, |
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2026 |
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2025 |
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Revenues: |
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Produced water handling |
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$ |
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$ |
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Produced water handling - related party |
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Water solutions |
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Water solutions - related party |
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Other revenues |
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Other revenues - related party |
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Total revenues |
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Direct operating costs |
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Direct operating costs - related party |
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Depreciation, depletion, amortization and accretion |
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Total cost of revenues |
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General and administrative expense |
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(Gain) loss on disposal of assets, net |
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Other operating expense, net |
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Operating income |
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Interest expense, net |
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Other income, net |
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Income from operations before taxes |
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Income tax expense |
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Net income |
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$ |
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$ |
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Net income attributable to noncontrolling interest |
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Net income attributable to WaterBridge Infrastructure LLC |
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$ |
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Net income per share of Class A shares |
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Basic |
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$ |
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Diluted |
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$ |
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Weighted average shares outstanding of Class A shares |
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Basic |
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Diluted |
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See accompanying notes to the unaudited condensed consolidated financial statements
6
WaterBridge Infrastructure LLC and Subsidiaries
Condensed Consolidated Statements of Shareholders’ and Member’s Equity
(in thousands, except share amounts)
(unaudited)
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Class A |
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Class B |
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Retained Earnings |
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Non-controlling |
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Total Shareholders’ Equity |
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Shares |
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Amount |
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Shares |
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Amount |
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Amount |
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Amount |
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Amount |
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Balance at December 31, 2025 |
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$ |
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$ |
- |
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$ |
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$ |
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$ |
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Net income |
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- |
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- |
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- |
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- |
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Deemed non-cash contributions |
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- |
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- |
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- |
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- |
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- |
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RSU share-based compensation expense |
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- |
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- |
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- |
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- |
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Class A Shares issued on vesting of restricted stock units, net of shares withheld for tax |
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( |
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- |
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- |
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- |
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- |
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( |
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Redemption of Class B shares to Class A shares |
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- |
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( |
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- |
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- |
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- |
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- |
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Dividends and distributions |
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- |
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- |
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- |
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- |
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( |
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( |
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( |
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RSU dividend equivalent |
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- |
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- |
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- |
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- |
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( |
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( |
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( |
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Changes in ownership interest adjustment |
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- |
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- |
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- |
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- |
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( |
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- |
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Tax impact of ownership interest adjustment |
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- |
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( |
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- |
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- |
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- |
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- |
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( |
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Offering costs |
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- |
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- |
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- |
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- |
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- |
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Balance at March 31, 2026 |
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$ |
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$ |
- |
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$ |
( |
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$ |
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$ |
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Total Member’s Equity |
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Balance at December 31, 2024 |
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$ |
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Deemed non-cash contributions prior to reorganization |
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Net income prior to reorganization |
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Balance at March 31, 2025 |
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$ |
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See accompanying notes to the unaudited condensed consolidated financial statements
7
WaterBridge Infrastructure LLC and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
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For the Three Months |
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2026 |
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2025 |
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Cash flows from operating activities |
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Net income |
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$ |
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$ |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation, depletion, amortization and accretion |
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Amortization of debt issuance costs |
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Share-based compensation |
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Contractual customer relationships amortization |
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(Gain) loss on disposal of assets, net |
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Deferred income tax expense |
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Other |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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( |
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Related party accounts receivable |
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( |
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Prepaid expenses and other assets |
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Accounts payable |
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Taxes payable |
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Related party accounts payable |
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( |
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Contract liabilities |
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( |
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( |
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Accrued and other liabilities |
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( |
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Net cash provided by operating activities |
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Cash flows from investing activities |
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Acquisitions, net of cash acquired |
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( |
) |
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Capital expenditures |
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( |
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( |
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Proceeds from disposal of assets |
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Net cash used in investing activities |
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( |
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( |
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Cash flows from financing activities |
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Proceeds from debt |
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Dividends, dividend equivalents and distributions paid |
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( |
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Repayments of debt |
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( |
) |
|
|
( |
) |
Offering costs |
|
|
( |
) |
|
|
( |
) |
Repayments of finance leases |
|
|
( |
) |
|
|
( |
) |
Taxes paid related to net share settlement of RSUs |
|
|
( |
) |
|
|
|
|
Debt issuance costs |
|
|
|
|
|
( |
) |
|
Net cash provided by (used in) financing activities |
|
|
|
|
|
( |
) |
|
Net (decrease) increase in cash and cash equivalents |
|
|
( |
) |
|
|
|
|
Cash and cash equivalents - beginning of period |
|
|
|
|
|
|
||
Cash and cash equivalents - end of period |
|
$ |
|
|
$ |
|
||
See accompanying notes to the unaudited condensed consolidated financial statements
8
WaterBridge Infrastructure LLC and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
WaterBridge Infrastructure LLC (the “Company,” “WaterBridge,” “we,” “our” and “us”) is headquartered in Houston, Texas and was formed on April 11, 2025 as a Delaware limited liability company to serve as the issuer in our initial public offering (the “IPO” and, collectively with our related corporate reorganization and transactions in connection therewith, the “WaterBridge Combination”). We are governed by our First Amended and Restated Limited Liability Company Agreement, dated as of September 18, 2025 (the “LLC Agreement”), which was entered into in connection with the IPO.
We are a holding company whose principal asset consists of membership interests (“OpCo Units”) in WBI Operating LLC (“OpCo”). Under the OpCo LLC Agreement (as defined below), we have been designated as the managing member of OpCo and its subsidiaries, and, as the managing member, we operate and control all of the business and affairs of OpCo and its subsidiaries, and through OpCo and its subsidiaries, conduct our business. The Company did not have any business transactions or activities from its inception until the acquisition of the OpCo Units, other than related to its formation and its initial capitalization. The Company has no other operations, cash flows or material assets or liabilities other than our investment in OpCo, obligations related to our tax receivable agreement (the “TRA”) and certain deferred tax assets and liabilities. Refer to Note 5 — Income Taxes and Tax Receivable Agreement for additional information.
We generate revenue primarily by charging produced water handling fees for transporting produced water for disposal to our produced water handling facilities and, to a lesser extent, by providing raw or recycled produced water to customers for reuse in drilling and completion operations and oilfield waste reclamation and disposal operations. By focusing on produced water handling, our revenues are tied primarily to the long-life production of oil and natural gas wells rather than drilling activity, which can be more cyclical in nature. Our assets primarily consist of produced water handling and recycling facilities, water pipeline systems, brackish water wells and ponds, and related facilities within the Delaware Basin in West Texas and New Mexico, the Eagle Ford Basin in South Texas and the Arkoma Basin in Oklahoma. We also operate two waste management facilities for the disposal of non-hazardous waste resulting from oil and gas exploration and production activity in the Delaware Basin and provide gas transportation services in the Arkoma Basin.
One of our predecessors for U.S. Securities and Exchange Commission (the “SEC”) reporting purposes is WaterBridge NDB Operating LLC (“NDB Operating”), an indirect, wholly-owned subsidiary of NDB Midstream LLC (“NDB Midstream”). NDB Midstream was the accounting acquirer in the WaterBridge Combination on September 17, 2025, as set forth in Note 1 — Organization and Nature of Operations, included in Part II, Item 8 of our Annual Report on Form 10‑K for the fiscal year ended December 31, 2025 (the “2025 Form 10‑K”). Accordingly, the historical financial information of WaterBridge reflects the operations of NDB Operating and its subsidiaries for periods prior to the completion of the WaterBridge Combination on September 17, 2025.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements (the “Financial Statements”) of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with Rule 10-01 of Regulation S-X and reflect all adjustments, consisting of normal recurring adjustments which are, in the opinion of management, necessary for a fair statement of the financial results for the interim periods presented. Accordingly, these Financial Statements should be read in conjunction with the Company’s annual audited financial statements and accompanying notes included in our 2025 Form 10-K. When necessary, certain reclassifications are made to prior period financial information to conform with current period presentation. All dollar amounts in the Financial Statements and tables in the notes are stated in thousands of dollars unless otherwise indicated.
In these Financial Statements, periods prior to the closing of the WaterBridge Combination on September 17, 2025, reflect the financial statements of NDB Operating and its subsidiaries. Periods subsequent to the closing of the WaterBridge Combination on September 17, 2025, reflect the financial statements of the consolidated Company, including WaterBridge, OpCo and its subsidiaries.
Results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results of operations that will be realized for the year ending December 31, 2026.
9
WaterBridge Infrastructure LLC and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
Consolidation
We have determined that the members with equity at risk in OpCo lack the authority, through voting rights or similar rights, to direct the activities that most significantly impact OpCo’s economic performance; therefore, OpCo is considered a variable interest entity. As the managing member of OpCo, we operate and control all of the business and affairs of OpCo and also 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 OpCo for accounting purposes.
The Financial Statements include the accounts of the Company, OpCo and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation.
On occasion, we enter into joint operating agreements (“JOA”) pursuant to which third parties receive non-operating, undivided interests in one or more produced water handling facilities and related assets subject to the JOA. The undivided interest owners (i) receive their proportionate share of revenue and (ii) pay for their proportionate share of all costs and expenses incurred in drilling, equipping, installing and operating the JOA assets. The JOAs are not separate legal entities; rather, each undivided interest received by the parties to the JOA is an undivided ownership interest in the applicable assets. We record our undivided interests related to these JOAs and record revenues and expenses related to these disposal activities on a net basis as part of revenues and costs and expenses. JOA revenues and costs and expenses are subject to audit by all non-operating parties, or such other entity that the non-operator authorizes to conduct the audit, generally limited to the preceding two years following the end of a calendar year.
Segment Information
The Company operates in a operating and reportable segment. All of our assets are located in the United States. Accounting Standards Codification (“ASC”) Topic 280, Segment Reporting, defines characteristics of operating segments as being components of an enterprise in which separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”) in making decisions on how to allocate resources and assess performance. The Company is managed as a whole rather than through discrete operating segments. Our executive team is organized by function, rather than legal entity, with no business component manager reporting directly to the CODM. Allocation of resources is made on a project basis across the Company without regard to geographic area, and considers among other things, return on investment, current market conditions, including commodity prices and market supply, availability of services and human resources, and contractual commitments. The Company’s CODM is the who allocates resources and assesses performance based upon financial information at the consolidated level. The financial measure regularly provided to the CODM that is most consistent with U.S. GAAP is net income (loss), as presented on our condensed consolidated statements of operations.
Significant Accounting Policies
As of March 31, 2026, our significant accounting policies are consistent with those discussed in Note 2 — Summary of Significant Accounting Policies of our consolidated financial statements contained in the 2025 Form 10-K. There were no significant updates or revisions to our accounting policies during the three months ended March 31, 2026.
Recent Accounting Pronouncements Not Yet Adopted
In January 2025, the Financial Accounting Standards Board (“FASB”) issued ASU 2025‑01, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220‑40): Clarifying the Effective Date, which clarifies the effective date of ASU 2024‑03 and does not change its underlying disclosure requirements. ASU 2024‑03 requires tabular disclosure of specified natural expenses within certain income‑statement expense captions, a qualitative description of amounts not separately disaggregated, and disclosure of our definition and total amount of selling expenses. We plan to adopt this guidance and comply with the disclosure requirements when it becomes mandatorily effective for annual periods beginning after December 15, 2026. The adoption of ASU 2024-03 is not expected to have any effect on the Company’s financial position, results of operations or cash flows as it modifies disclosure requirements only.
In December 2025, FASB issued ASU 2025‑12, Codification Improvements, which includes updates for a broad range of Accounting Topics arising from technical corrections, unintended application of the Codification, clarifications and other minor improvements. We
10
WaterBridge Infrastructure LLC and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
plan to adopt this guidance and comply with the disclosure requirements when it becomes mandatorily effective for annual periods beginning after December 15, 2026. We are currently assessing the impact of this standard on our Financial Statements and related disclosures.
Other Balance Sheet information is as follows:
|
|
March 31, |
|
|
December 31, |
|
||
Prepaids and other current assets |
|
|
|
|
|
|
||
Prepaid insurance |
|
$ |
|
|
$ |
|
||
Prepaid expenses |
|
|
|
|
|
|
||
Debt issuance costs |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total prepaids and other current assets |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Other assets |
|
|
|
|
|
|
||
Contractual customer relationships |
|
$ |
|
|
$ |
|
||
Operating lease right-of-use assets |
|
|
|
|
|
|
||
Debt issuance costs |
|
|
|
|
|
|
||
Non-current prepaid expenses |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total other assets |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Accounts payable |
|
|
|
|
|
|
||
Trade payable |
|
$ |
|
|
$ |
|
||
Working interest and royalty payable |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total accounts payable |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Accrued liabilities |
|
|
|
|
|
|
||
Accrued operating and capital expenses |
|
$ |
|
|
$ |
|
||
Accrued interest |
|
|
|
|
|
|
||
Accrued payroll |
|
|
|
|
|
|
||
Accrued property taxes |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total accrued liabilities |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Other long-term liabilities |
|
|
|
|
|
|
||
Asset retirement obligation liability |
|
$ |
|
|
$ |
|
||
Operating lease liability |
|
|
|
|
|
|
||
Contract liabilities |
|
|
|
|
|
|
||
Finance lease liability |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total other long-term liabilities |
|
$ |
|
|
$ |
|
||
As of March 31, 2026 and December 31, 2025, we had allowance for doubtful accounts of $
11
WaterBridge Infrastructure LLC and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
Other Statements of Operations information is as follows:
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Produced water handling revenues |
|
$ |
|
|
$ |
|
||
Skim oil revenues |
|
|
|
|
|
|
||
Total produced water handling revenues |
|
$ |
|
|
$ |
|
||
Supplemental cash flow information is as follows:
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Supplemental cash flow information: |
|
|
|
|
|
|
||
Cash paid for interest |
|
$ |
|
|
$ |
|
||
Cash refunded for income taxes, net |
|
$ |
( |
) |
|
$ |
|
|
|
|
|
|
|
|
|
||
Non-cash investing and financing activities: |
|
|
|
|
|
|
||
Capital expenditures in accounts payable and accrued liabilities |
|
$ |
|
|
$ |
|
||
Asset financing |
|
$ |
|
|
$ |
|
||
Asset retirement obligation additions |
|
$ |
|
|
$ |
|
||
Right-of-use assets obtained in exchange for finance lease liabilities |
|
$ |
|
|
$ |
|
||
As of March 31, 2026 and December 31, 2025, our property, plant and equipment, net of accumulated depreciation, depletion and amortization consisted of the following:
|
|
March 31, |
|
|
December 31, |
|
||
Wells, pipelines, facilities, ponds and related equipment |
|
$ |
|
|
$ |
|
||
Brackish water wells, facilities, ponds and related equipment |
|
|
|
|
|
|
||
Crude and gas pipelines, related equipment and other |
|
|
|
|
|
|
||
Buildings, vehicles, equipment, furniture and other |
|
|
|
|
|
|
||
Waste facilities and related equipment |
|
|
|
|
|
|
||
Land |
|
|
|
|
|
|
||
Construction in progress |
|
|
|
|
|
|
||
Total property, plant and equipment |
|
|
|
|
|
|
||
Less: Accumulated depreciation, depletion and amortization |
|
|
( |
) |
|
|
( |
) |
Total property, plant and equipment, net |
|
$ |
|
|
$ |
|
||
Depreciation, depletion and amortization expense attributable to property, plant and equipment are as follows for the three months ended March 31, 2026 and 2025:
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Depreciation expense |
|
$ |
|
|
$ |
|
||
Amortization expense |
|
|
|
|
|
|
||
Depletion expense |
|
|
|
|
|
|
||
Total depreciation, depletion and amortization expense |
|
$ |
|
|
$ |
|
||
In calculating the provision for income taxes on an interim basis, we use an estimate of the annual effective tax rate based upon currently known facts and circumstances and apply that rate to our year-to-date earnings or losses. Our effective tax rate is based on expected
12
WaterBridge Infrastructure LLC and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
income and statutory tax rates and takes into consideration permanent differences between financial statement and tax return income applicable to us in the various jurisdictions in which we operate. The effect of discrete items, such as changes in estimates, changes in enacted tax laws or rates or tax status, and unusual or infrequently occurring events, is recognized in the interim period in which the discrete item occurs. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained or as the result of new judicial interpretations or regulatory or tax law changes.
The calculation of our effective tax rate was as follows for the three months ended March 31, 2026 and 2025:
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Income before income taxes |
|
$ |
|
|
$ |
|
||
Income tax expense |
|
$ |
|
|
$ |
|
||
Effective tax rate |
|
|
% |
|
|
% |
||
The effective tax rate for the three months ended March 31, 2026 differs from the statutory rate of
OpCo and the majority of its subsidiaries are limited liability companies treated as partnerships or disregarded entities for U.S. federal income tax purposes and, therefore, have 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 for periods prior to the IPO and WaterBridge Combination 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 those periods. OpCo continues to be treated as a partnership for U.S. federal income tax purposes and, as such, is generally not subject to U.S. federal income tax. Instead, taxable income is allocated to OpCo’s members, including the Company, and any taxable income of OpCo is reported in the respective tax returns of its members. We did not engage in any material business activities or have any material assets prior to the closing of the WaterBridge Combination.
Tax Receivable Agreement
In connection with the WaterBridge Combination and the IPO, we entered into the TRA with OpCo and the TRA Holders. The TRA generally provides for the payment by us to the TRA Holders of
As a result of entering into the TRA, the Company recorded a TRA liability in the condensed consolidated balance sheets, primarily attributable to existing tax basis of OpCo prior to the IPO as well as NOL carryforwards of WB 892. The TRA liability is recorded against Class A shares in the condensed consolidated statements of shareholders’ and member’s equity. Future adjustments to the obligation under the TRA, which might result from, among other things, changes in expectations about the extent to which tax benefits subject to the TRA will be realized and tax rate changes, would be recognized in earnings. This arrangement does not represent a tax based on income, but rather a contractual relationship between an entity and its shareholders and is accounted for under ASC 450 — Contingencies. The effects of these adjustments are not an element of income tax expense as they do not relate to costs incurred in connection with compliance with income tax law. As of March 31, 2026 and December 31, 2025, we had TRA liability balance of $
During March 2026, Elda River Infrastructure WB LLC redeemed
13
WaterBridge Infrastructure LLC and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
tax benefits and the amounts can be reasonably estimated. The estimation of liability under the TRA is by its nature imprecise and subject to significant assumptions regarding the amount, character, and timing of the taxable income in the future. Changes in tax laws or rates could also materially impact the estimated liability. As of March 31, 2026, the Company recorded an additional TRA liability of $
As of March 31, 2026 and December 31, 2025, our debt consisted of the following:
|
|
March 31, |
|
|
December 31, |
|
||
6.25% Senior Notes due 2030 |
|
$ |
|
|
$ |
|
||
6.50% Senior Notes due 2033 |
|
|
|
|
|
|
||
2025 Revolving Credit Facility |
|
|
|
|
|
|
||
Insurance financing notes |
|
|
|
|
|
|
||
Asset financing notes |
|
|
|
|
|
|
||
Total debt |
|
|
|
|
|
|
||
Current portion of long-term debt |
|
|
( |
) |
|
|
( |
) |
Unamortized debt issuance costs |
|
|
( |
) |
|
|
( |
) |
Total long-term debt |
|
$ |
|
|
$ |
|
||
Notes
During October 2025, OpCo, as the issuer, issued $
In connection with the offering of the Notes, OpCo and each of the Guarantors (as defined below) entered into indentures (the “Indentures”), with UMB Bank, N.A., as trustee, relating to the issuance of the 2030 Notes and the 2033 Notes. The Indentures contain customary terms, events of default and covenants relating to, among other things, the incurrence of debt, the payment of dividends or similar restricted payments, undertaking transactions with OpCo’s unrestricted affiliates, and limitations on asset sales.
The Notes are guaranteed (the “Guarantees”), jointly and severally, on a senior unsecured basis by all of OpCo’s existing subsidiaries (collectively, the “Guarantors”).
At any time prior to October 15, 2027, OpCo may on any one or more occasions redeem up to
At any time prior to October 15, 2028, OpCo may on any one or more occasions redeem up to
If a Change of Control (as defined in the Indentures) occurs with respect to any series of notes (along with a downgrade of the notes by two rating agencies), OpCo may be required to offer to purchase the Notes at a purchase price equal to
14
WaterBridge Infrastructure LLC and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
The Notes and the Guarantees rank equally in right of payment with all of OpCo’s and the Guarantors’ existing and future senior indebtedness and senior to all of OpCo’s and the Guarantors’ future subordinated indebtedness. The Notes and the Guarantees are effectively subordinated in right of payment to all of OpCo’s and the Guarantors’ existing and future secured debt, including debt under the 2025 Revolving Credit Facility, to the extent of the value of the assets securing such debt, and will be structurally subordinated to all liabilities of any future subsidiaries of OpCo that do not guarantee the Notes.
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||||||||||
|
|
Carrying Amount |
|
|
Estimated Fair Value (1) |
|
|
Carrying Amount |
|
|
Estimated Fair Value (1) |
|
||||
Notes |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
2025 Revolving Credit Facility
During October 2025, OpCo entered into a revolving credit agreement (the “2025 Revolving Credit Facility”) which provides for lender commitments of $
As of March 31, 2026, the Company had $
The applicable margin on the interest rate, the commitment fees and the letter of credit fees are determined based on the Company’s leverage ratio. The applicable margin ranges are:
Term SOFR applicable margin |
|
|
Base Rate applicable margin |
|
|
Commitment fees |
|
|
Letter of credit fees |
|
The 2025 Revolving Credit Facility contains certain affirmative and negative covenants customary for similar credit facilities. The 2025 Revolving Credit Facility contains certain financial covenants that require OpCo to maintain as of the last day of each Test Period (as defined in the 2025 Revolving Credit Facility) (a) a consolidated interest coverage ratio of no less than
Principal amounts borrowed under the 2025 Revolving Credit Facility may be prepaid from time to time and commitments thereunder may be terminated without premium or penalty. Any principal amounts outstanding on the Maturity Date will become due and payable on such date.
15
WaterBridge Infrastructure LLC and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
Interest Capitalization
The Company capitalizes interest costs mainly during the construction period of its assets. Upon placing the underlying asset in service, these costs are depreciated over the estimated useful life of the corresponding assets for which interest costs were incurred. During the three months ended March 31, 2026, the Company recorded $
Asset Financing Notes
At the time of the WaterBridge Combination, the Company assumed various secured promissory notes entered into under a Master Equipment Finance Loan and Security Agreement (the “Master Agreement”) by WaterBridge Equity Finance LLC (“WBEF”) in 2023, in each case to finance the purchase of vehicles. The Master Agreement is an uncommitted credit facility whereby the lender may, but is not obligated to, provide loans to the Company for the purpose of purchasing vehicles. Loans borrowed pursuant to the Master Agreement and each promissory note are (a) secured by a first-priority lien on the vehicle(s) financed by such Master Agreement or promissory note, as applicable, and (b) repaid in
Insurance Notes
At the time of the WaterBridge Combination, the Company assumed promissory notes from WBEF entered into during 2025 for the payment of insurance premiums with an aggregate principal amount of $
Shareholders’ Equity
Holders of Class A shares and Class B shares vote together as a single class on all matters presented to our shareholders, except as otherwise required by applicable law or by the LLC Agreement. Class B shares are not entitled to participate in any dividends our Board may declare.
Dividends and Distributions
(in thousands, except for per share amounts) |
|
Date of Record |
|
Dividends Paid to Class A Shareholders |
|
|
Distributions |
|
|
Rate Per |
|
|||
2026: |
|
|
|
|
|
|
|
|
|
|
|
|||
First Quarter |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total |
|
|
|
$ |
|
|
$ |
|
|
|
|
|||
On
Redemptions
During March 2026, Elda River Infrastructure WB LLC redeemed
Member’s Equity
Prior to the WaterBridge Combination, NDB Intermediate Holdings LLC (the “Sole Member”) was the sole member of NDB Operating and held
16
WaterBridge Infrastructure LLC and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
A summary of the Company’s aggregate share-based compensation expense (income) is shown below. Share-based compensation expense related to NDB Incentive Units (as defined below) issued by WaterBridge NDB LLC (“NDB LLC”) and allocated to the Company is recognized as a deemed non-cash contribution to shareholders’ or member’s equity on the consolidated balance sheets. Substantially all share-based compensation expense is included in general and administrative expense on the condensed consolidated statements of operations.
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Incentive units |
|
$ |
|
|
$ |
|
||
Restricted share units |
|
|
|
|
|
|
||
Total share-based compensation expense |
|
$ |
|
|
$ |
|
||
NDB Incentive Units
Our management and certain employees participate in an equity-based incentive unit plan consisting of time-based awards of profits interests (the “NDB Incentive Units”) in NDB LLC.
|
|
Incentive Units |
|
|
Weighted Average Grant Date Fair Value |
|
|
Weighted Average Remaining Contractual Term (years) |
|
|||
Outstanding at December 31, 2025 |
|
|
|
|
$ |
|
|
|
|
|||
Granted |
|
|
|
|
|
|
|
|
|
|||
Forfeited |
|
|
( |
) |
|
|
|
|
|
|
||
Outstanding at March 31, 2026 |
|
|
|
|
$ |
|
|
|
|
|||
As of March 31, 2026, remaining unrecognized compensation expense for the NDB Incentive Units was $
Restricted Share Units
Under the WaterBridge Infrastructure LLC Long Term Incentive Plan, participants were granted restricted share units (“RSUs”) which are subject to graded vesting generally ranging from to
A summary of RSU activity during the three months ended March 31, 2026, is shown in the following table:
|
|
RSUs |
|
|
Weighted Average Grant Date Fair Value |
|
||
Nonvested at December 31, 2025 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Forfeited |
|
|
( |
) |
|
|
|
|
Vested |
|
|
( |
) |
|
|
|
|
Nonvested at March 31, 2026 |
|
|
|
|
$ |
|
||
As of March 31, 2026, remaining unrecognized compensation expense for the RSUs was $
17
WaterBridge Infrastructure LLC and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
Our unvested RSUs are deemed to be participating securities; therefore, we apply the two-class method for the calculation of basic earnings per share (“EPS”) for the Class A shares. Diluted EPS attributable to Class A shares is calculated under both the two-class method and the treasury stock method, and the more dilutive of the two calculations is presented.
Class B shares are considered potentially dilutive of Class A shares because Class B shares are convertible into Class A shares on a one-for-one basis; therefore, we apply the if-converted method for the calculation of diluted EPS for the Class A shares.
We determined that the presentation of EPS for the period prior to the IPO would not be meaningful due to the significant nature of change to our capital structure as part of the IPO. Therefore, EPS information has not been presented for periods prior to the IPO.
The following table sets forth the computation of basic and diluted EPS attributable to our Class A shares for the three months ended March 31, 2026, which represents the period subsequent to the IPO.
(in thousands, except for share and per share amounts) |
|
Three Months Ended March 31, 2026 |
|
|
Numerator |
|
|
|
|
Net income |
|
$ |
|
|
Less: Net income attributable to noncontrolling interest |
|
|
|
|
Net income attributable to WaterBridge Infrastructure LLC |
|
|
|
|
Less: Earnings allocated to participating securities |
|
|
|
|
Basic net income attributable to WaterBridge Infrastructure LLC |
|
$ |
|
|
Plus: Net income attributable to noncontrolling interest |
|
|
|
|
Plus: Undistributed earnings reallocation adjustment to participating securities |
|
|
( |
) |
Diluted net income attributable to shareholders |
|
$ |
|
|
|
|
|
|
|
Denominator |
|
|
|
|
Basic weighted average shares outstanding |
|
|
|
|
Dilutive Class B shares outstanding |
|
|
|
|
Diluted weighted average shares outstanding |
|
|
|
|
|
|
|
|
|
Basic net income per share of Class A shares |
|
$ |
|
|
Diluted net income per share of Class A shares |
|
$ |
|
|
Class B shares outstanding as of March 31, 2026, were determined to be dilutive and have been included in the computation of diluted net income per share. In addition, weighted-average RSUs of
18
WaterBridge Infrastructure LLC and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
|
|
|
|
Three Months Ended March 31, |
|
|||||
|
|
Financial Statements Location |
|
2026 |
|
|
2025 |
|
||
Revenues - Related Party |
|
|
|
|
|
|
|
|
||
Customer agreements |
|
Produced water handling - related party |
|
$ |
|
|
$ |
|
||
Customer agreements |
|
Water solutions - related party |
|
|
|
|
|
|
||
Customer agreements |
|
Other revenues - related party |
|
|
|
|
|
|
||
|
|
|
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
|
|
||
Direct Operating Costs - Related Party |
|
|
|
|
|
|
|
|
||
Supplier agreements |
|
Direct operating costs - related party |
|
$ |
|
|
$ |
|
||
|
|
Financial Statements Location |
|
March 31, |
|
|
December 31, |
|
||
Accounts Receivable - Related Party |
|
|
|
|
|
|
|
|
||
Customer agreements |
|
Related party accounts receivable |
|
$ |
|
|
$ |
|
||
Shared services agreement |
|
Related party accounts receivable |
|
|
|
|
|
|
||
|
|
|
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
|
|
||
Accounts Payable - Related Party |
|
|
|
|
|
|
|
|
||
Supplier agreements |
|
Related party accounts payable |
|
$ |
|
|
$ |
|
||
Legacy financial sponsor services agreement |
|
Related party accounts payable |
|
|
|
|
|
|
||
|
|
|
|
$ |
|
|
$ |
|
||
Shared Services Agreement
Prior to the WaterBridge Combination, NDB Operating received common management and general, administrative, overhead and operating services in support of the NDB Operating’s operations and development activities pursuant to a shared services agreement (the “Shared Services Agreement”) with certain subsidiaries of WBEF, Desert Environmental LLC (“Desert Environmental”) and LandBridge Company LLC and its subsidiaries (collectively, “LandBridge”). NDB Operating was required to reimburse all fees, including an administrative mark-up for shared services, incurred by them that were necessary to perform services under the Shared Services Agreement. For shared services, the basis of allocation was an approximation of time spent on activities supporting NDB Operating. For shared costs paid on behalf of NDB Operating, the costs were directly allocated based on NDB Operating’s pro rata share of expenses. NDB Operating paid approximately $
Subsequent to the WaterBridge Combination, we provide LandBridge with management, general, administrative, overhead and operating services in support of LandBridge’s operations and development activities under the Shared Services Agreement. LandBridge is required to reimburse all fees, including an administrative mark-up for shared services, that are necessary for us to perform services under the Shared Services Agreement. For shared services, the basis of allocation is an approximation of time spent on activities supporting LandBridge. During the three months ended March 31, 2026, the Company received approximately $
Legacy Financial Sponsor Services Agreement
Five Point Infrastructure LLC (“Five Point”), our legacy financial sponsor, invoices the Company, and the Company reimburses Five Point in cash, for expenses associated with the Company’s use of Five Point’s geographic information system (“GIS”) and certain legal services provided by Five Point. The reimbursement includes allocated Five Point personnel costs and third-party software and hardware expenses and is determined based on the Company’s use of Five Point’s total services for such period. For the three months ended March 31, 2026 and 2025 the Company paid reimbursements to Five Point of $
19
WaterBridge Infrastructure LLC and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
Customer Agreements
Prior to the WaterBridge Combination, a subsidiary of NDB Operating was party to a produced water management agreement with a subsidiary of Desert Environmental on terms substantially similar to those generally available for water management services in the applicable region. Under such agreement, such subsidiary of Desert Environmental offloaded certain barrels of produced water from its reclamation facilities to NDB Operating on an interruptible basis for produced water transportation and handling services. Subsequent to the WaterBridge Combination, produced water management agreements among subsidiaries of the Company and subsidiaries of Desert Environmental are intercompany agreements and therefore do not constitute related party transactions as the Company consolidated both parties to the agreements. All preexisting relationships were settled in conjunction with the WaterBridge Combination.
Subsequent to the WaterBridge Combination, certain subsidiaries of the Company are party to various produced water handling agreements and water solutions agreements with Devon Energy Corporation (NYSE: DVN) (“Devon”) and San Mateo Midstream, LLC, a joint venture between Matador Resources Company (NYSE: MTDR) and Five Point that operates produced water handling facilities and other midstream assets in the Delaware Basin, in each case on terms substantially similar to those generally available for water management services in their corresponding regions. Under such produced water management agreements, the customer delivers produced water produced from oil and gas operations to such subsidiary of the Company for produced water transportation and handling services. Under such supply water agreements, the customer purchases raw untreated produced water, brackish water and/or recycled water from such subsidiary of the Company for use in oil and gas drilling and completion activities.
Supplier Agreements
Water Facilities Access Agreements and Surface Use Agreements
Prior to the WaterBridge Combination, a subsidiary of NDB Operating was a party to certain produced water facilities access agreements with LandBridge, a supply water facilities access agreement with LandBridge and a produced water facilities access agreement with an affiliate of Devon (collectively, the “Water Facilities Access Agreements”). Under such Water Facilities Access Agreements, such subsidiary of the Company had certain rights to access, construct, operate, and maintain certain brackish water, produced water and recycled water pipelines and facilities in the ordinary course of business on certain acreage of LandBridge and an affiliate of Devon in the Stateline region of the Delaware Basin. The Water Facilities Access Agreements included fee schedules and arrangements for specified surface use activities, such as produced water transportation royalties, rights-of-way, overhead electric lines and other similar surface damages.
Subsequent to the WaterBridge Combination, certain subsidiaries of the Company are parties to the Water Facilities Access Agreements, as well as certain surface use agreements with LandBridge in the southern region of the Delaware Basin. Under such Water Facilities Access Agreements and surface use agreements, such subsidiaries of the Company have certain rights to access, construct, operate and maintain (a) certain brackish water, produced water and recycled water pipelines and facilities in the ordinary course of business on certain acreage of LandBridge and an affiliate of Devon in the Stateline region of the Delaware Basin and certain acreage of LandBridge in the southern region of the Delaware Basin and (b) certain waste reclamation facilities in the ordinary course of business on certain acreage of LandBridge at specified locations in the Stateline region and southern region of the Delaware Basin. The agreements included fee schedules and arrangements for specified surface use activities, such as produced water transportation royalties, rights-of-way, overhead electric lines and other similar surface damages. For the three months ended March 31, 2026 and 2025, we paid $
Waste Handling Agreement
Prior to the WaterBridge Combination, a subsidiary of NDB Operating was party to a waste handling agreement with subsidiaries of Desert Environmental that operated environmental remediation facilities on terms substantially similar to those generally available for solids waste management services in the Delaware Basin. Under such agreement, such subsidiary of NDB Operating dedicated oilfield solids and other solids waste materials generated by or arising out of its operations within an area of mutual interest to Desert Reclamation for processing, handling and disposal. The agreement includes a fee schedule and arrangements for specified solids waste management services. Subsequent to the WaterBridge Combination, waste handling agreements among subsidiaries of the Company and subsidiaries of Desert Environmental are now intercompany agreements and therefore do not constitute related party transactions as the Company consolidated both parties to the agreements. All preexisting relationships were settled in conjunction with the WaterBridge Combination.
Subsequent to the WaterBridge Combination, a subsidiary of the Company is a party to a waste handling agreement with a subsidiary of Devon on terms substantially similar to those generally available for solids waste management services in the Delaware Basin. The agreement includes a fee schedule and arrangements for specified solids waste management services.
20
WaterBridge Infrastructure LLC and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
Electrical Shared Facilities Agreement
A subsidiary of the Company is a party to an electrical shared facilities agreement with a subsidiary of Devon on terms substantially similar to those generally available for the joint ownership and operation of electrical facilities in the applicable region. Pursuant to such agreement, such subsidiary of the Company received an undivided interest in certain electrical facilities, together with the right to utilize a portion of the electrical capacity of such shared facilities, in order to operate certain produced water management facilities in the ordinary course of business. The agreement includes an allocation of all costs and expenses related to the ownership, operation and maintenance of such shared electrical facilities in accordance with each undivided interest owner’s permitted operating capacities on such facilities.
On January 7, 2026, WaterBridge Texas Operating LLC (“WBTO”), a subsidiary of the Company, received an enforcement action from the Railroad Commission of Texas (“RRC”) seeking reimbursement of approximately $
The Company records liabilities related to litigation and other legal proceedings when they are either known or considered probable and can be reasonably estimated. Legal proceedings are inherently unpredictable and subject to significant uncertainties, and significant judgment is required to determine both probability and the estimated amount. As any new information becomes available, the Company reassesses the potential liability related to pending litigation. While the results of these litigation matters and claims cannot be predicted with certainty, we believe the reasonably possible losses from such matters, individually and in the aggregate, are not material. Additionally, we believe the probable final outcome of such matters will not have a material impact on our operating results, financial position or cash flows.
21
WaterBridge Equity Finance LLC and Subsidiaries
Condensed Consolidated Statement of Operations
(in thousands)
(unaudited)
|
|
Three Months Ended March 31, |
|
|
|
|
2025 |
|
|
Revenues: |
|
|
|
|
Produced water handling |
|
$ |
|
|
Produced water handling - related party |
|
|
|
|
Water solutions |
|
|
|
|
Other revenues |
|
|
|
|
Total revenues |
|
|
|
|
|
|
|
|
|
Direct operating costs |
|
|
|
|
Direct operating costs - related party |
|
|
|
|
Depreciation, amortization and accretion |
|
|
|
|
Total cost of revenues |
|
|
|
|
|
|
|
|
|
General and administrative expense |
|
|
|
|
Other operating expense, net |
|
|
|
|
Operating income |
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
|
|
Other income, net |
|
|
( |
) |
Loss from operations before taxes |
|
|
( |
) |
|
|
|
|
|
Income tax benefit |
|
|
( |
) |
Net loss |
|
$ |
( |
) |
See accompanying notes to the unaudited condensed consolidated financial statements
22
WaterBridge Equity Finance LLC and Subsidiaries
Condensed Consolidated Statement of Changes in Mezzanine Equity and Members’ Equity
(in thousands)
(unaudited)
|
|
Mezzanine Equity |
|
|
|
|||||
|
|
Redeemable Series A Preferred Units |
|
Redeemable Series B Preferred Units |
|
Members’ Equity |
|
|||
Balance at December 31, 2024 |
|
$ |
|
$ |
|
$ |
|
|||
Preferred distributions accrued |
|
|
|
|
- |
|
|
( |
) |
|
Preferred distributions paid |
|
|
( |
) |
|
- |
|
|
- |
|
Deemed non-cash distributions |
|
|
- |
|
|
- |
|
|
|
|
Net loss |
|
|
- |
|
|
- |
|
|
( |
) |
Balance at March 31, 2025 |
|
$ |
|
$ |
|
$ |
( |
) |
||
See accompanying notes to the unaudited condensed consolidated financial statements
23
WaterBridge Equity Finance LLC and Subsidiaries
Condensed Consolidated Statement of Cash Flows
(in thousands)
(unaudited)
|
|
Three Months Ended March 31, |
|
|
|
|
2025 |
|
|
Cash flows from operating activities |
|
|
|
|
Net loss |
|
$ |
( |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
Depreciation, amortization and accretion |
|
|
|
|
Amortization of debt issuance costs |
|
|
|
|
Share-based compensation |
|
|
|
|
Contractual customer relationships amortization |
|
|
|
|
Other |
|
|
|
|
Changes in operating assets and liabilities: |
|
|
|
|
Accounts receivable |
|
|
( |
) |
Related party accounts receivable |
|
|
( |
) |
Prepaid expenses and other assets |
|
|
( |
) |
Accounts payable |
|
|
( |
) |
Related party accounts payable |
|
|
|
|
Contract liabilities |
|
|
( |
) |
Accrued and other liabilities |
|
|
( |
) |
Net cash used in operating activities |
|
|
( |
) |
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
Capital expenditures |
|
|
( |
) |
Proceeds from disposal of assets |
|
|
|
|
Net cash used in investing activities |
|
|
( |
) |
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
Repayments of debt |
|
|
( |
) |
Distributions paid on Redeemable Series A Preferred Units |
|
|
( |
) |
Settlement of contingent consideration |
|
|
( |
) |
Deferred offering costs |
|
|
( |
) |
Debt issuance costs |
|
|
( |
) |
Net cash used in financing activities |
|
|
( |
) |
Net decrease in cash and cash equivalents |
|
|
( |
) |
Cash and cash equivalents - beginning of period |
|
|
|
|
Cash and cash equivalents - end of period |
|
$ |
|
|
See accompanying notes to the unaudited condensed consolidated financial statements
24
WaterBridge Equity Finance LLC and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
WaterBridge Equity Finance LLC (together with its subsidiaries, the “Company”, “we”, “our”, or “us”) is a Delaware limited liability company headquartered in Houston, Texas that was formed on May 3, 2019. At formation, the Company was indirectly owned by funds affiliated with Five Point Energy Fund I LP and Five Point Energy Fund II LP (collectively, the “Five Point Funds”) and certain members of management. Promptly following its formation, an affiliate of GIC Private Limited, Singapore’s sovereign wealth fund, acquired a
The Company provides water management solutions through integrated pipeline and water handling networks located in the Southern Delaware Basin in West Texas and the Arkoma Basin in Oklahoma. Through its networks, the Company gathers, transports, treats, recycles, stores and/or handles water produced from oil and gas exploration and production (“E&P”) activities. As part of the water handling process, the Company separates, recovers and sells skim oil. The Company also sells brackish water to E&P companies for use in drilling and completion operations. The Company’s assets consist of produced water handling facilities, water pipeline systems and related facilities, brackish water wells and water ponds. The water handling activities are generally supported by long-term, fixed-fee contracts and acreage dedications. The Company also provides gas transportation services in the Arkoma Basin.
Basis of Presentation and Consolidation
The accompanying unaudited condensed consolidated financial statements (the “Financial Statements”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with Rule 10-01 of Regulation S-X and reflect all adjustments, consisting of normal recurring adjustments which are, in the opinion of management, necessary for a fair statement of the financial results for the interim periods presented. Accordingly, these Financial Statements should be read in conjunction with the Company’s annual audited financial statements and accompanying notes included in the 2025 Form 10-K, which present the financial statements for the period from January 1, 2025 through September 16, 2025, the date immediately preceding the WaterBridge Combination. All dollar amounts in the Financial Statements and tables in the notes are stated in thousands of dollars unless otherwise indicated. When necessary, certain reclassifications are made to prior period financial information to conform with current period presentation.
All of the Company’s subsidiaries are wholly owned, either directly or indirectly through wholly owned subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation. There were no variable interest entities for any periods presented herein. Basic and diluted net income per common unit is not presented since the ownership structure of the Company is not a common unit of ownership.
On occasion, the Company, through its wholly-owned subsidiaries, enters into joint operating agreements (“JOA”) pursuant to which third parties receive non-operating undivided interests in one or more produced water handling facilities and related assets subject to the JOA. The undivided interest owners (i) receive their proportionate share of revenue and (ii) pay for their proportionate share of all costs and expenses incurred in drilling, equipping, installing and operating the JOA assets. The JOAs are not separate legal entities; rather, each undivided interest received by the parties to the JOA is an undivided ownership interest in the applicable assets. The Company records its undivided interests related to these JOAs and records revenues and expenses related to these disposal activities on a net basis as part of revenues and costs and expenses. JOA revenues and costs and expenses are subject to audit by all non-operating parties, or such other entity that the non-operator authorizes to conduct the audit, generally limited to the preceding two years following the end of a calendar year.
Segment Information
The Company operated in a operating and reportable segment. All of our assets are located in the United States. Accounting Standards Codification (“ASC”) Topic 280, Segment Reporting, defined characteristics of operating segments as being components of an enterprise in which separate discrete financial information is available for evaluation by the Chief Operating Decision Maker (“CODM”) in making decisions, on how to allocate resources and assess performance. The Company is managed as a whole rather than through discrete operating segments. Our executive team is organized by function, rather than legal entity, with no business component
25
WaterBridge Equity Finance LLC and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
manager reporting directly to the CODM. Allocation of resources is made on a project basis across the Company without regard to geographic area, and considers, among other things, return on investment, current market conditions, including commodity prices and market supply, availability of services and human resources and contractual commitments. The Company’s is the CODM who allocates resources and assesses performance based upon financial information at the consolidated level.
Significant Accounting Policies
The significant accounting policies applicable to the Company’s operations during the three months ended March 31, 2025 were consistent with the accounting policies discussed in Note 2 — Summary of Significant Accounting Policies of its consolidated financial statements contained in the 2025 Form 10-K.
Statements of Operations information is as follows:
|
|
Three Months Ended March 31, |
|
|
|
|
2025 |
|
|
Produced water handling revenues |
|
$ |
|
|
Skim oil revenues |
|
|
|
|
Total produced water handling revenues |
|
$ |
|
|
For the three months ended March 31, 2025, the Company had $
Supplemental cash flow information: During the three months ended March 31, 2025, the Company paid $
Litigation: On April 3, 2025, WaterBridge Texas Operating LLC (“WBTO”), a subsidiary of the Company, received an enforcement notice from the Railroad Commission of Texas (“RRC”) seeking reimbursement of approximately $
Performance Incentives: During the three months ended March 31, 2025, the Company made $
26
WaterBridge Equity Finance LLC and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
|
|
Financial Statements Location |
|
Three Months Ended March 31, 2025 |
|
|
Revenues - Related Party |
|
|
|
|
|
|
Customer Agreement |
|
Produced water handling - related party |
|
$ |
|
|
|
|
|
|
|
|
|
Direct Operating Costs - Related Party |
|
|
|
|
|
|
Supplier Agreements |
|
Direct operating costs - related party |
|
$ |
|
|
Shared Services Agreement
The Company and its subsidiaries, including WaterBridge Management Company, LLC, are parties to a shared services agreement with WBR, Holdings, WaterBridge NDB LLC (“NDB”) and its subsidiaries, LandBridge Company LLC (“LandBridge”) and its subsidiaries, and Desert Environmental LLC (“Desert Environmental”) and its subsidiaries, each being an affiliate of the Company, pursuant to which the Company and its subsidiaries provide various general, administrative and operating services. The Company and its subsidiaries are entitled to reimbursement for all fees incurred that are necessary to perform services under the shared services agreement. For shared services, the basis of allocation is an approximation of time spent on activities to support the other party. For shared costs paid on our behalf, the costs are directly allocated to us based on our pro rata share of the expenses. The Company received approximately $
Legacy Financial Sponsor Services Agreement
Five Point Infrastructure LLC (“Five Point”), our legacy financial sponsor, invoices the Company, and the Company reimburses Five Point in cash, for expenses associated with the Company’s use of Five Point’s geographic information system (“GIS”) and legal services. The reimbursement includes allocated Five Point personnel costs and third-party software and hardware expenses and is determined based on the Company’s use of Five Point’s total services for such period. The GIS and legal services reimbursement totaled $
Customer Agreement
A subsidiary of the Company is also party to a produced water management agreement with an affiliate of the Company that operates environmental remediation facilities on terms substantially similar to those generally available for water management services in the applicable region. Under such agreement, the customer offloads certain barrels of produced water from its reclamation facilities to the Company on an interruptible basis for produced water transportation and handling services.
Supplier Agreements
Waste Handling Agreement
A subsidiary of the Company is a party to a solids waste handling agreement with a subsidiary of Desert Environmental on terms substantially similar to those generally available for solids waste management services in the applicable region. Under such agreement, such subsidiary of the Company dedicated all of its oilfield solids and other solids waste materials generated by or arising out of its operations within an area of mutual interest to such subsidiary of Desert Environmental for processing, handling and disposal. The agreement includes a fee schedule and arrangements for specified solids waste management services.
Water Facilities Access Agreements
A subsidiary of the Company is a party to a surface use agreement with a subsidiary of LandBridge. Pursuant to such agreement, such subsidiary of the Company has certain non-exclusive rights to construct, operate and maintain produced water handling facilities on certain lands owned by a subsidiary of LandBridge in southern Reeves County, Texas. A subsidiary of the Company also acquired several surface use agreements, easements and rights-of-way on such lands that grant us the right to operate and maintain certain specified produced water handling facilities and pipelines. Such agreement includes a customary fee schedule for specified surface use activities, such as produced water transportation royalties in certain circumstances and the payment of surface damages for the construction of pipelines, access roads and overhead electric lines. Such agreements did not constitute related party transactions prior to a subsidiary of LandBridge’s acquisition of the land underlying such agreements in December 2024. For the three months ended March 31, 2025, the Company paid $
27
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations is based on, and should be read in conjunction with, the audited consolidated financial statements and related notes in our Annual Report on Form 10‑K for the fiscal year ended December 31, 2025 (the “2025 Form 10‑K”) and the accompanying unaudited condensed consolidated financial statements (“Financial Statements”) and notes thereto in Part I, Item 1. “Financial Statements” of this Quarterly Report. The historical financial information presented reflects only the historical financial results of NDB Operating, one of our predecessors for SEC reporting purposes, and its subsidiaries for periods prior to September 17, 2025, and to WaterBridge and its subsidiaries for periods after such date. Separate historical results of WaterBridge Equity Finance LLC, a former Delaware limited liability company (“WBEF”), our other SEC reporting predecessor, are presented following the historical financial results of the Company.
The following discussion contains “forward-looking statements” reflecting our current expectations, future plans, estimates, beliefs and assumptions concerning events and financial trends that may be outside our control and may affect our future results of operations, cash flows and financial position. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, which include those factors discussed below and elsewhere in this Quarterly Report, particularly in the sections titled “Risk Factors” in the 2025 Form 10-K and “Cautionary Note Regarding Forward-Looking Statements,” all of which are difficult to predict. In light of these risks, uncertainties and assumptions, actual results may differ materially from such forward-looking statements. We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.
Overview
We are a leading integrated, pure-play water infrastructure company with operations predominantly in the Delaware Basin, the most prolific oil and natural gas basin in North America. We believe that our strategically located network, substantial scale and built-in operational redundancies provide a competitive advantage in attracting customers and allow us to achieve significant operating and capital efficiencies. We operate the largest produced water infrastructure network in the United States through which we provide water management solutions to E&P companies under long-term contracts, which include gathering, transporting, recycling and handling produced water. Our synergistic relationship with LandBridge, a leading Delaware Basin land management company, provides us preferential access to significant underutilized pore space in and around the Delaware Basin that is necessary to meet the E&P industry’s evolving water handling needs.
We serve our customers primarily under long-term, fixed-fee contracts that contain acreage dedications or MVCs. Many of our long-term, fixed-fee contracts also include areas of mutual interest that grant us the right to provide water management solutions on any leases or oil and natural gas wells subsequently acquired or operated by a customer within a specified area. Our long-term contracts typically grant us the exclusive right to provide water management solutions for all produced water volumes from our customers’ oil and natural gas wells located within the dedicated acreage, and customers are typically required to either deliver all dedicated volumes to us or pay us a fee for any diverted dedicated volumes.
Market Condition and Outlook
Over the last several years, the global economy and the oil and natural gas industry in particular has faced substantial volatility. This has been driven by geopolitical conflicts, domestic political uncertainties, the enactment of the OBBBA, potential U.S. and foreign tariffs, evolving international trade policies and conflicts, OPEC+ production decisions, persistent elevated inflation, higher interest rates and capital costs and continued industry consolidation. Additionally, commodity price volatility directly impacts E&P operators’ development plans, rig counts and overall activity levels. More recently, the ongoing conflict in Iran, including the disruption of the global oil supply through the Strait of Hormuz, has significantly driven up commodity prices, increased inflationary pressures and increased the volatility of oil and gas prices globally, which may influence E&P operators’ drilling and production decisions.
Broader macroeconomic and policy developments, including provisions in the OBBBA (which extended certain tax incentives beneficial to fossil fuels while introducing new uncertainties) and shifts in international trade policies (such as the imposition of tariffs or product restrictions), could impair our customers’ ability to secure raw materials, equipment or financing. This, in turn, may reduce their operational activity on or around our surface acreage in the Delaware Basin. Any escalation in U.S. trade disruptions or retaliatory measures from other nations could further adversely affect demand for our produced water handling and other water management services.
Despite these challenges, we believe that the outlook for energy and infrastructure development, particularly within the Permian Basin, remains positive. Additionally, such development may be aided by President Trump’s various Executive Orders relating to energy production, which include expedited approvals for energy resource infrastructure as well as the removal of various impediments to the development of domestic energy resources, including oil and gas. We believe that this growth in production activity will require
28
increased produced water handling capacity, as the amount of produced water from wells in the Delaware Basin significantly exceeds the amount of the related oil and natural gas production.
First Quarter Results
Significant financial and operating highlights for the first quarter of 2026 include:
29
Results of Operations
Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025
WaterBridge Infrastructure LLC
|
|
Three Months Ended |
|
|
Amount of |
|
|
Percentage |
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
(Decrease) |
|
|
Change |
|
||||
(in thousands) |
|
|
|
|
|
|
|
|
|
|||||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Produced water handling |
|
$ |
181,937 |
|
|
$ |
85,063 |
|
|
$ |
96,874 |
|
|
|
114 |
% |
Water solutions |
|
|
9,014 |
|
|
|
11,658 |
|
|
|
(2,644 |
) |
|
|
(23 |
)% |
Other revenues |
|
|
10,026 |
|
|
|
1,189 |
|
|
|
8,837 |
|
|
|
743 |
% |
Total revenues |
|
|
200,977 |
|
|
|
97,910 |
|
|
|
103,067 |
|
|
|
105 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Direct operating costs |
|
|
83,838 |
|
|
|
41,949 |
|
|
|
41,889 |
|
|
|
100 |
% |
Depreciation, depletion, amortization and accretion |
|
|
68,947 |
|
|
|
21,038 |
|
|
|
47,909 |
|
|
|
228 |
% |
Total cost of revenues |
|
|
152,785 |
|
|
|
62,987 |
|
|
|
89,798 |
|
|
|
143 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative expense |
|
|
16,811 |
|
|
|
6,592 |
|
|
|
10,219 |
|
|
|
155 |
% |
(Gain) loss on disposal of assets, net |
|
|
(74 |
) |
|
|
11,609 |
|
|
|
(11,683 |
) |
|
|
(101 |
)% |
Other operating expense, net |
|
|
999 |
|
|
|
1,007 |
|
|
|
(8 |
) |
|
|
(1 |
)% |
Operating income |
|
|
30,456 |
|
|
|
15,715 |
|
|
|
14,741 |
|
|
|
94 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense, net |
|
|
19,992 |
|
|
|
14,057 |
|
|
|
5,935 |
|
|
|
42 |
% |
Other income, net |
|
|
(112 |
) |
|
|
(132 |
) |
|
|
20 |
|
|
|
(15 |
)% |
Income from operations before taxes |
|
|
10,576 |
|
|
|
1,790 |
|
|
|
8,786 |
|
|
|
491 |
% |
Income tax expense |
|
|
1,055 |
|
|
|
79 |
|
|
|
976 |
|
|
|
1,235 |
% |
Net income |
|
$ |
9,521 |
|
|
$ |
1,711 |
|
|
$ |
7,810 |
|
|
|
456 |
% |
30
Operating Metrics
The amount of revenue we generate depends primarily on the volumes of water that we handle for, sell to or transfer for our customers.
The table below provided operational and financial data by revenue stream for the periods indicated.
|
|
Three Months Ended |
|
|
Amount of |
|
|
Percentage |
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
(Decrease) |
|
|
Change |
|
||||
Volumes: (MBbl/d) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Produced water handling (1) |
|
|
2,460 |
|
|
|
1,198 |
|
|
|
1,262 |
|
|
|
105 |
% |
Water solutions |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Recycled produced water |
|
|
217 |
|
|
|
305 |
|
|
|
(88 |
) |
|
|
(29 |
)% |
Brackish water |
|
|
54 |
|
|
|
71 |
|
|
|
(17 |
) |
|
|
(24 |
)% |
Total water solutions |
|
|
271 |
|
|
|
376 |
|
|
|
(105 |
) |
|
|
(28 |
)% |
Total |
|
|
2,731 |
|
|
|
1,574 |
|
|
|
1,157 |
|
|
|
74 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating metrics: ($/Bbl) (2) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Produced water handling |
|
$ |
0.82 |
|
|
$ |
0.79 |
|
|
$ |
0.03 |
|
|
|
4 |
% |
Water solutions |
|
$ |
0.37 |
|
|
$ |
0.34 |
|
|
$ |
0.03 |
|
|
|
9 |
% |
Total revenues (3) |
|
$ |
0.78 |
|
|
$ |
0.68 |
|
|
$ |
0.10 |
|
|
|
15 |
% |
Direct operating costs |
|
$ |
0.34 |
|
|
$ |
0.30 |
|
|
$ |
0.04 |
|
|
|
13 |
% |
Gross margin (4) |
|
$ |
0.20 |
|
|
$ |
0.25 |
|
|
$ |
(0.05 |
) |
|
|
(20 |
)% |
Adjusted Operating Margin (5) |
|
$ |
0.45 |
|
|
$ |
0.39 |
|
|
$ |
0.06 |
|
|
|
15 |
% |
The table below provides operational and financial data related to skim oil volumes recovered for the periods indicated.
|
|
Three Months Ended |
|
|
Amount of |
|
|
Percentage |
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
(Decrease) |
|
|
Change |
|
||||
Skim oil volumes (Bbl/d) |
|
|
2,600 |
|
|
|
1,337 |
|
|
|
1,263 |
|
|
|
94 |
% |
Skim oil realization (1) |
|
|
0.11 |
% |
|
|
0.11 |
% |
|
|
0.00 |
% |
|
|
0 |
% |
Skim oil realized price ($/Bbl) (2) |
|
$ |
72.79 |
|
|
$ |
63.92 |
|
|
$ |
8.87 |
|
|
|
14 |
% |
31
Revenues
Produced Water Handling Revenues
The table below provides financial data by produced water handling revenue stream and related unit prices for the periods indicated.
|
|
Three Months Ended |
|
|
Amount of |
|
|
Percentage |
|
|||||||
Revenues (in thousands): |
|
2026 |
|
|
2025 |
|
|
(Decrease) |
|
|
Change |
|
||||
Produced water handling revenues |
|
$ |
164,905 |
|
|
$ |
77,371 |
|
|
$ |
87,534 |
|
|
|
113 |
% |
Skim oil revenues |
|
|
17,032 |
|
|
|
7,692 |
|
|
|
9,340 |
|
|
|
121 |
% |
Total produced water handling revenues |
|
$ |
181,937 |
|
|
$ |
85,063 |
|
|
$ |
96,874 |
|
|
|
114 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unit prices: ($/Bbl) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Produced water handling revenues |
|
$ |
0.74 |
|
|
$ |
0.72 |
|
|
$ |
0.02 |
|
|
|
3 |
% |
Skim oil revenues (1) |
|
$ |
0.08 |
|
|
$ |
0.07 |
|
|
$ |
0.01 |
|
|
|
14 |
% |
Total produced water handling revenues |
|
$ |
0.82 |
|
|
$ |
0.79 |
|
|
$ |
0.03 |
|
|
|
4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Produced water handling revenues increased $96.9 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 primarily due to:
Water Solutions Revenues
Water solutions revenues decreased $2.6 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 primarily due to:
Other revenues. Other revenues increased $8.8 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. The increase was primarily attributable to solid waste management and reclamation revenues of $8.9 million and natural gas transport revenue of $1.0 million attributable to the WaterBridge Combination, partially offset by the divestment of crude gathering and transportation assets in March 2025 resulting in lower revenue of $1.1 million.
Direct operating costs. Direct operating costs increased $41.9 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 of which $30.7 million is due to the WaterBridge Combination. The remaining increase of $11.2 million was primarily attributable to a $7.9 million increase, or $0.05 increase in operating costs per barrel, consisting of $3.2 million related to higher site utilities and power primarily due to temporary power generation utilized ahead of permanent infrastructure availability as well as rising energy prices, $2.6 million related to higher royalty expense, $1.7 million due to higher employee expenses and field overhead related to continued expansion of our produced water handling and water solutions infrastructure and $0.4 million due to other operating costs. Additionally, direct operating costs increased $3.3 million attributable to higher produced water handling and water solution volumes related to growth and expansion of these services.
32
Depreciation, depletion, amortization and accretion. Depreciation, depletion, amortization and accretion increased $47.9 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. The overall increase is primarily due to an increase of $44.8 million in depreciation, amortization and depletion expense associated with property, plant and equipment and intangible assets acquired in the WaterBridge Combination and $3.0 million in depreciation expense related to continued high levels of capital investment activity in produced water handling infrastructure subsequent to March 31, 2025.
|
|
Three Months Ended |
|
|
Amount of |
|
|
Percentage |
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
(Decrease) |
|
|
Change |
|
||||
General and administrative expense, excluding share-based compensation |
|
$ |
14,437 |
|
|
$ |
6,295 |
|
|
$ |
8,142 |
|
|
|
129 |
% |
Share-based compensation expense |
|
|
2,374 |
|
|
|
297 |
|
|
|
2,077 |
|
|
|
699 |
% |
Total general and administrative expense |
|
$ |
16,811 |
|
|
$ |
6,592 |
|
|
$ |
10,219 |
|
|
|
155 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative expense. General and administrative expense, excluding share-based compensation expense, increased $8.1 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. The increase was primarily attributable to higher direct employee payroll expenses of $12.5 million, IT and facility expenses of $1.8 million, professional services for tax, audit, compliance and legal of $1.3 million and other expenses of $1.6 million. These increases were partially offset by lower allocation of corporate shared services costs of $9.1 million. As a result of the WaterBridge Combination, the Company incurred significant direct costs, whereas prior to the WaterBridge Combination the Company received the majority of its general and administrative expenses through a corporate shared service allocation.
Share-based compensation expense. Share-based compensation expense increased $2.1 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. The increase is primarily attributable to amortization of restricted shared units (“RSUs”) of $1.6 million and NDB Incentive Units of $0.5 million due to awards granted during 2025.
Distributions attributable to the NDB Incentive Units are based on returns received by investors of NDB LLC once certain return thresholds have been met. NDB Incentive Units are solely a payment obligation of NDB LLC, and neither the Company nor OpCo has any cash or other obligation to make payments in connection with the NDB Incentive Units.
|
|
Three Months Ended |
|
|
Amount of |
|
|
Percentage |
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
(Decrease) |
|
|
Change |
|
||||
Interest on debt |
|
$ |
23,520 |
|
|
$ |
12,882 |
|
|
$ |
10,638 |
|
|
|
83 |
% |
Amortization of debt issuance costs |
|
|
1,025 |
|
|
|
1,094 |
|
|
|
(69 |
) |
|
|
(6 |
%) |
Commitment fees |
|
|
582 |
|
|
|
81 |
|
|
|
501 |
|
|
|
619 |
% |
Total interest cost |
|
|
25,127 |
|
|
|
14,057 |
|
|
|
11,070 |
|
|
|
79 |
% |
Interest income |
|
|
(240 |
) |
|
|
- |
|
|
|
(240 |
) |
|
|
0 |
% |
Capitalized interest |
|
|
(4,895 |
) |
|
|
- |
|
|
|
(4,895 |
) |
|
|
0 |
% |
Total interest expense, net |
|
$ |
19,992 |
|
|
$ |
14,057 |
|
|
$ |
5,935 |
|
|
|
42 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense, net. Interest expense, net, increased $5.9 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. The increase is primarily attributable to higher total indebtedness as a result of the debt acquired in the WaterBridge Combination and additional borrowings under the revolving credit facility to fund capital expansion projects partially offset by lower weighted average interest rate due to debt refinancing completed in October 2025. Additionally, a decrease of $4.9 million due to capitalized interest related to the development of Speedway Phase I produced water handling infrastructure projects.
33
The Three Months Ended March 31, 2025
WaterBridge Equity Finance LLC
|
|
Three Months Ended |
|
|
|
|
2025 |
|
|
(in thousands) |
|
|
|
|
Revenues: |
|
|
|
|
Produced water handling |
|
$ |
74,964 |
|
Water solutions |
|
|
3,498 |
|
Other revenues |
|
|
1,734 |
|
Total revenues |
|
|
80,196 |
|
|
|
|
|
|
Direct operating costs |
|
|
31,400 |
|
Depreciation, amortization and accretion |
|
|
27,382 |
|
Total cost of revenues |
|
|
58,782 |
|
|
|
|
|
|
General and administrative expense |
|
|
7,687 |
|
Other operating expense, net |
|
|
435 |
|
Operating income |
|
|
13,292 |
|
|
|
|
|
|
Interest expense, net |
|
|
28,336 |
|
Other income, net |
|
|
(770 |
) |
Loss from operations before taxes |
|
|
(14,274 |
) |
|
|
|
|
|
Income tax benefit |
|
|
(60 |
) |
Net loss |
|
$ |
(14,214 |
) |
34
Operating Metrics
The amount of revenue we generate depends primarily on the volumes of water that we handle for, sell to or transfer for our customers.
The table below provided operational and financial data by revenue stream for the periods indicated.
|
|
Three Months Ended |
|
|
|
|
2025 |
|
|
Volumes: (MBbl/d) |
|
|
|
|
Produced water handling (1) |
|
|
1,071 |
|
Water solutions |
|
|
|
|
Recycled produced water |
|
|
96 |
|
Brackish water |
|
|
16 |
|
Total water solutions |
|
|
112 |
|
Total |
|
|
1,183 |
|
|
|
|
|
|
Operating metrics: ($/Bbl) (2) |
|
|
|
|
Produced water handling |
|
$ |
0.77 |
|
Water solutions |
|
$ |
0.34 |
|
Total revenues (3) |
|
$ |
0.74 |
|
Direct operating costs |
|
$ |
0.29 |
|
Gross margin (4) |
|
$ |
0.20 |
|
The table below provides operational and financial data related to skim oil volumes recovered for the periods indicated.
|
|
Three Months Ended |
|
|
|
|
2025 |
|
|
Skim oil volumes (Bbl/d) |
|
|
1,025 |
|
Skim oil realization (1) |
|
|
0.10 |
% |
Skim oil realized price ($/Bbl) (2) |
|
$ |
67.47 |
|
Revenues
Produced Water Handling Revenues
The table below provides financial data by produced water handling revenue stream and related unit prices for the periods indicated.
|
|
Three Months Ended |
|
|
Revenues (in thousands): |
|
2025 |
|
|
Produced water handling revenues |
|
$ |
68,741 |
|
Skim oil revenues |
|
|
6,223 |
|
Total produced water handling revenues |
|
$ |
74,964 |
|
|
|
|
|
|
Unit prices: ($/Bbl) |
|
|
|
|
Produced water handling revenues |
|
$ |
0.71 |
|
Skim oil revenues (1) |
|
$ |
0.06 |
|
Total produced water handling revenues |
|
$ |
0.77 |
|
|
|
|
|
|
35
Produced water handling revenues for the three months ended March 31, 2025 were attributable to:
Water Solutions Revenues
Water solutions revenues for the three months ended March 31, 2025 were attributable to:
Other revenues. Other revenues for the three months ended March 31, 2025 were primarily attributable to $1.7 million in gas transportation revenues.
Direct operating costs. Direct operating costs for the three months ended March 31, 2025 were attributable to site utilities and power of $5.8 million, personnel-related expenses of $5.7 million, royalty expense of $4.5 million, chemicals and well intervention of $4.3 million, waste disposal and trucking expenses of $3.8 million, repairs and maintenance of $3.6 million and other expenses of $3.7 million.
Depreciation, amortization and accretion. Depreciation, amortization and accretion expense for the three months ended March 31, 2025 was attributable to $23.7 million of depreciation expense related to straight-line depreciation of property, plant and equipment, $3.4 million of amortization expense related to amortization of intangible assets and $0.3 million of accretion expense related to asset retirement obligations.
|
|
Three Months Ended |
|
|
|
|
2025 |
|
|
General and administrative expense, excluding share-based compensation |
|
$ |
6,066 |
|
Share-based compensation |
|
|
1,621 |
|
Total general and administrative expense |
|
$ |
7,687 |
|
|
|
|
|
|
General and administrative expense. General and administrative expense, excluding share-based compensation expense for the three months ended March 31, 2025 was primarily attributable to $10.2 million of direct employee-related expenses, $1.8 million of office facility and IT-related expenses, $0.7 million of professional services fees primarily related to audit and tax services and $0.7 million of other general and administrative expenses partially offset by corporate shared services allocation to other related operating entities of $7.3 million.
Share-based compensation expense. Share-based compensation expense for the three months ended March 31, 2025 was attributable to $1.6 million of the periodic fair value remeasurements related to the Incentive Units in WaterBridge Resources LLC and WaterBridge II LLC accounted for as liability awards.
Other operating expense, net. Other operating expense, net, for the three months ended March 31, 2025 was primarily attributable to $0.4 million of acquisition-related costs associated with the WaterBridge Combination.
36
Interest expense, net. Interest expense, net, for the three months ended March 31, 2025 was attributable to the following:
|
|
Three Months Ended |
|
|
|
|
2025 |
|
|
Interest expense on credit facilities |
|
$ |
26,026 |
|
Amortization of debt issuance costs |
|
|
2,288 |
|
Commitment fees |
|
|
125 |
|
Interest on other |
|
|
222 |
|
Total interest cost |
|
|
28,661 |
|
Interest income |
|
|
(325 |
) |
Total interest expense, net |
|
$ |
28,336 |
|
|
|
|
|
|
The weighted average interest rate during the three months ended March 31, 2025 was 9.08% and the weighted average debt balance was $1.1 billion as of March 31, 2025, attributable entirely to our term loan.
37
Non‑GAAP Financial Measures
We use certain non-GAAP performance measures to evaluate current and past performance and prospects for the future to supplement our financial information presented in accordance with GAAP. Although these non-GAAP financial measures are important factors in assessing our operating results and profitability, they should not be considered in isolation or as a substitute for net income or gross margin or any other measures presented under GAAP.
Management believes Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Operating Margin and Adjusted Operating Margin per Barrel, as defined below, are useful because they allow us to more effectively evaluate our operating performance and compare the results of our operations from period to period, and against our peers, without regard to our financing methods or capital structure.
Adjusted EBITDA and Adjusted EBITDA Margin
Adjusted EBITDA and Adjusted EBITDA Margin are used by our management and by external users of our financial statements, such as investors, research analysts and others, to assess the financial performance of our assets over the long term to generate sufficient cash to return capital to equity holders or service indebtedness. We define Adjusted EBITDA as net income (loss) before interest; taxes; depreciation, amortization, depletion and accretion; share‑based compensation; non-recurring transaction‑related expenses; litigation settlements and expenses incurred outside of the ordinary course of business; debt modification and extinguishment costs; gains or losses on disposal of assets; and other non‑cash or non‑recurring expenses. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by total revenues.
We exclude the items listed above from net income (loss) in arriving at Adjusted EBITDA and Adjusted EBITDA Margin because these amounts can vary substantially from company to company within our industry depending upon accounting methods, book values of assets, capital structures and the method by which the assets were acquired.
The following table sets forth a reconciliation of net income and net income margin as determined in accordance with GAAP to Adjusted EBITDA and Adjusted EBITDA Margin, respectively.
|
|
Three Months Ended |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Net income |
|
$ |
9,521 |
|
|
$ |
1,711 |
|
Adjustments: |
|
|
|
|
|
|
||
Depreciation, depletion, amortization and accretion |
|
|
68,947 |
|
|
|
21,038 |
|
Interest expense, net |
|
|
19,992 |
|
|
|
14,057 |
|
Income tax expense |
|
|
1,055 |
|
|
|
79 |
|
EBITDA |
|
$ |
99,515 |
|
|
$ |
36,885 |
|
Adjustments: |
|
|
|
|
|
|
||
Share-based compensation - RSUs |
|
|
1,759 |
|
|
|
- |
|
Share-based compensation - NDB Incentive Units |
|
|
825 |
|
|
|
324 |
|
Temporary power costs |
|
|
352 |
|
|
|
434 |
|
Transaction-related expenses(1) |
|
|
223 |
|
|
|
331 |
|
(Gain) loss on disposal of assets, net |
|
|
(74 |
) |
|
|
11,609 |
|
Other(2) |
|
|
344 |
|
|
|
530 |
|
Adjusted EBITDA |
|
$ |
102,944 |
|
|
$ |
50,113 |
|
|
|
|
|
|
|
|
||
Total revenues |
|
$ |
200,977 |
|
|
$ |
97,910 |
|
Net income margin |
|
|
5 |
% |
|
|
2 |
% |
Adjusted EBITDA Margin |
|
|
51 |
% |
|
|
51 |
% |
Adjusted Operating Margin and Adjusted Operating Margin per Barrel
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 brackish water 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,
38
depletion, amortization and accretion excluding other revenues and cost of other revenues not associated with our produced water handling and water solution revenue streams. We define Adjusted Operating Margin per Barrel as Adjusted Operating Margin divided by total volumes handled, sold or transferred.
The following table sets forth a reconciliation of gross margin and gross margin per barrel as determined in accordance with GAAP to Adjusted Operating Margin and Adjusted Operating Margin per Barrel for the periods indicated.
|
|
Three Months Ended |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
(Dollars in thousands, except per barrel data) |
|
|
|
|
|
|
||
Total revenues |
|
$ |
200,977 |
|
|
$ |
97,910 |
|
Cost of revenues |
|
|
(152,785 |
) |
|
|
(62,987 |
) |
Gross margin |
|
|
48,192 |
|
|
|
34,923 |
|
Less: Other revenues |
|
|
(10,026 |
) |
|
|
(1,189 |
) |
Less: Cost of other revenues(1) |
|
|
4,236 |
|
|
|
755 |
|
Depreciation, depletion, amortization and accretion |
|
|
68,947 |
|
|
|
21,038 |
|
Adjusted Operating Margin |
|
$ |
111,349 |
|
|
$ |
55,527 |
|
Total volumes(2) (MBbls) |
|
|
245,749 |
|
|
|
141,695 |
|
Gross margin ($/Bbl) |
|
$ |
0.20 |
|
|
$ |
0.25 |
|
Adjusted Operating Margin ($/Bbl) |
|
$ |
0.45 |
|
|
$ |
0.39 |
|
Liquidity and Capital Resources
Overview
Historically, our predecessors’ primary sources of liquidity have been capital contributions from their respective members, cash flows from operating activities and borrowings under their credit facilities. Following the completion of our initial public offering, our primary sources of liquidity are cash flows from operating activities and, if required, proceeds from borrowings under the 2025 Revolving Credit Facility. Our primary liquidity and capital requirements will be capital expenditures to support continued growth initiatives and the execution of major development projects, operating expenses, servicing of our debt, the payment of dividends to our shareholders, if any, and general company needs. We believe that we are able to fully fund our ongoing capital expenditures, working capital requirements and other capital needs through cash on hand and cash flows from our operating activities for at least twelve months from the date of this Quarterly Report and over the longer term. However, we may elect to use borrowings under the 2025 Revolving Credit Facility to finance our operating and investing activities in the future and may also need to raise additional capital in the future to support our operations. Refer to Note 6 — Debt within the notes to our Unaudited Condensed Consolidated Financial Statements for more information.
We strive to maintain financial flexibility and proactively monitor potential capital sources, including equity and debt financing, to meet our target liquidity and capital requirements. If market conditions were to change and our revenues were to decline significantly or operating costs were to increase significantly, our cash flows and liquidity could be reduced and we could be required to seek alternative financing sources.
As of March 31, 2026, the Company had $825.0 million of principal debt related to our 6.25% fixed-rate senior unsecured notes due October 2030 (the “2030 Notes”), $600.0 million of principal debt related to our 6.50% fixed-rate senior unsecured notes due October 2033 (the “2033 Notes”, and together with the 2030 Notes, the “Notes”) and $50.0 million of outstanding borrowings under the 2025 Revolving Credit Facility. As of March 31, 2026, the Company had $500.7 million of liquidity comprised of the $450.0 million of available borrowing capacity under the 2025 Revolving Credit Facility, and $50.7 million of cash and cash equivalents.
39
Dividends and Distributions
(in thousands, except for per share amounts) |
|
Date of Record |
|
Dividends Paid to Class A Shareholders |
|
|
Distributions |
|
|
Rate Per |
|
|||
2026: |
|
|
|
|
|
|
|
|
|
|
|
|||
First Quarter |
|
March 5, 2026 |
|
$ |
2,163 |
|
|
$ |
4,010 |
|
|
$ |
0.05 |
|
Total |
|
|
|
$ |
2,163 |
|
|
$ |
4,010 |
|
|
|
|
|
On May 5, 2026, our board of directors declared a dividend on our Class A shares of $0.05 per share, payable on June 18, 2026 to shareholders of record as of June 4, 2026, and a corresponding required cash distribution to OpCo unitholders.
Contractual Obligations and Other Commitments
We are a party to contractual obligations involving commitments to make payments to third parties. These obligations impact our short-term and long-term liquidity and capital resource needs. Certain contractual obligations are reflected on the balance sheet as of March 31, 2026, while others are considered future commitments. Our contractual obligations primarily consist of non-cancelable purchase commitments with various parties to purchase goods or services entered into in the normal course of business and minimum royalty payments.
Cash Flows
The following table summarizes WaterBridge’s cash flow for the periods indicated:
Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025
|
|
For the Three Months |
|
|
Amount of |
|
|
Percentage |
|
|||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
(Decrease) |
|
|
Change |
|
||||
Consolidated Statement of Cash Flow Data: |
|
|
|
|
|
|
|
|
|
|||||||
Net cash provided by operating activities |
|
$ |
95,103 |
|
|
$ |
43,212 |
|
|
$ |
51,891 |
|
|
|
120 |
% |
Net cash used in investing activities |
|
|
(109,697 |
) |
|
|
(26,066 |
) |
|
|
(83,631 |
) |
|
|
(321 |
)% |
Net cash provided by (used in) financing activities |
|
|
13,719 |
|
|
|
(2,827 |
) |
|
|
16,546 |
|
|
|
585 |
% |
Net (decrease) increase in cash and cash equivalents |
|
$ |
(875 |
) |
|
$ |
14,319 |
|
|
$ |
(15,194 |
) |
|
|
(106 |
)% |
Net Cash Provided by Operating Activities. Net cash provided by operating activities increased $51.9 million. The increase was attributable to higher net income, net of adjustment items, of $47.5 million, primarily related to increased volumes and revenues driven by organic commercial growth, including the completion of the Kraken project in 2025, and the WaterBridge Combination during the three months ended March 31, 2026. Additionally, changes in working capital of $4.4 million, primarily due to higher interest expense accruals related to the October 2025 senior notes as compared to the NDB Term Loan outstanding as of March 31, 2025, partially offset by timing of collections and payments.
Net Cash Used in Investing Activities. Net cash used in investing activities increased $83.6 million. The increase was primarily driven by a $65.4 million increase in capital expenditures, inclusive of changes in associated working capital items, related to the construction of the Speedway project. Additionally, proceeds from asset sales decreased $18.2 million primarily related to the sale of the crude gathering and transportation assets during the three months ended March 31, 2025.
Net Cash Provided by (Used in) Financing Activities. Net cash provided by financing activities increased $16.5 million. Net cash provided by financing activities for the three months ended March 31, 2026 consisted of debt borrowings, net of repayments, of $20.8 million for capital expenditures related to the Speedway project, partially offset by $6.2 million of dividends, dividend equivalents and distributions paid to shareholders, $0.5 million in offering costs paid, and $0.3 million of repayments on finance leases.
Net cash used in financing activities for the three months ended March 31, 2025 consisted of $2.2 million of debt repayments and $0.5 million of finance lease repayments and debt issuance costs.
40
Cash Flows
The following table summarizes cash flow for the period indicated for WBEF:
For the Three Months Ended March 31, 2025
|
|
Three Months Ended |
|
|
|
|
2025 |
|
|
(in thousands) |
|
|
|
|
Consolidated Statement of Cash Flow Data: |
|
|
|
|
Net cash used in operating activities |
|
$ |
(8,292 |
) |
Net cash used in investing activities |
|
|
(14,547 |
) |
Net cash used in financing activities |
|
|
(11,709 |
) |
Net decrease in cash and cash equivalents |
|
$ |
(34,548 |
) |
|
|
|
|
|
Net Cash Used in Operating Activities. Net cash used in operating activities consisted of a net loss of $14.2 million, adjusted for non-cash items including depreciation, amortization and accretion of $27.4 million, amortization of debt issuance costs of $2.3 million and share-based compensation of $1.6 million, partially offset by overall changes in working capital, including a $13.4 million change in accounts receivable driven by the timing of customer payments on outstanding invoices, a $9.1 million change in accrued expenses primarily related to term loan interest and a $2.8 million change in other prepaid and noncurrent assets.
Net Cash Used in Investing Activities. Net cash used in investing activities consisted primarily of capital expenditures of $14.7 million related to expansion of our infrastructure network.
Net Cash Used in Financing Activities. Net cash used in financing activities consisted of $6.6 million in debt repayments for the term loan, insurance financing and equipment financing notes, $4.4 million of distributions paid to Series A preferred unit holders and $0.6 million related to contingent consideration payments.
Critical Accounting Estimates
The preparation of the Financial Statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the Financial Statements and the accompanying notes. There have been no significant changes to our critical accounting estimates from those disclosed in our 2025 Form 10-K.
Recently Issued Accounting Pronouncements
For a summary of recently issued accounting pronouncements, refer to Note 2 — Summary of Significant Accounting Policies within the notes to our Unaudited Condensed Consolidated Financial Statements.
Off Balance Sheet Arrangements
We currently have no material off‑balance sheet arrangements.
41
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risks
Our ability to borrow and the rates offered by lenders can be adversely affected by deterioration in the credit markets and/or deterioration of our credit profile rating. We may elect for outstanding borrowings under the 2025 Revolving Credit Facility to accrue interest at a rate based on either the Term SOFR, or the base rate, plus an applicable margin, which exposes us to interest rate risk to the extent we have borrowings outstanding under our 2025 Revolving Credit Facility.
As of March 31, 2026, we had $50.0 million of outstanding borrowings under the 2025 Revolving Credit Facility. We are obligated to pay interest at variable rates and other customary fees on borrowings under this facility. For the three months ended March 31, 2026, the 2025 Revolving Credit Facility had a weighted average interest rate of 6.19%.
As of March 31, 2026, we also had aggregate principal amounts outstanding of $1.4 billion under the Notes. Since our Notes bear interest at fixed rates and are carried at amortized cost, fluctuations in interest rates do not have any impact on our condensed consolidated financial statements. However, the fair value of the Notes will fluctuate with movements in market interest rates, increasing in periods of declining interest rates and declining in periods of increasing interest rates.
Refer to Note 6 — Debt within the notes to our Unaudited Condensed Consolidated Financial Statements for more information.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we have evaluated, under the supervision and with the participation of management, including our principal executive officer and principal financial officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2026. Based on such evaluation, our principal executive officer and principal financial officer have concluded that, as of such date, our disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a‑15(d) or 15d‑15(d) of the Exchange Act during the quarter ended March 31, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
42
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. Item 103 of Regulation S-K requires disclosure of certain environmental matters when a governmental authority is a party to the proceedings and such proceedings involve potential monetary sanctions that we reasonably believe will exceed a specified threshold pursuant to SEC regulations. We believe that such threshold is reasonably designed to result in disclosure of environmental proceedings that are material to our business or financial condition.
On January 7, 2026, WaterBridge Texas Operating LLC (“WBTO”), a subsidiary of the Company, received an enforcement action from the RRC seeking reimbursement of approximately $6.9 million in expenses incurred by the RRC in connection with the plugging of an orphan well located in proximity to a produced water handling facility operated by WBTO. WBTO filed its response on February 6, 2026 and requested a hearing on the merits. As of May 6, 2026, a hearing date had not been set. While we cannot predict the outcome of this matter, we believe the action is without merit. Timing of resolution is uncertain.
On January 13, 2026, Arkoma Water Resources, LLC, a subsidiary of the Company filed a lawsuit against WSGP Gas Producing, LLC, a subsidiary of Trinity Operating, LLC, in the Texas Business Court, 11th Division, to enforce a contractual obligation for the use of gas transportation services in the Arkoma Basin. As of May 6, 2026, a trial date has been set for December 14, 2026.
In the opinion of our management, there are no other pending litigation, disputes or claims against us which, if decided adversely, would be expected to have a material adverse effect on our financial condition, cash flows or results of operations. Refer to Note 11 — Commitments and Contingencies within the notes to our condensed consolidated financial statements included elsewhere in this Quarterly Report.
Item 1A. Risk Factors
This Quarterly Report should be read in conjunction with the risk factors disclosed under the heading “Risk Factors” in the 2025 Form 10-K. Except as set forth below, there have been no material changes to the risk factors disclosed under the heading “Risk Factors” in the 2025 Form 10-K.
Declining general economic, business or industry conditions may have a material adverse effect on our results of operations, cash flows and financial position.
Concerns over global economic conditions, global health threats, trade policies, increased trade restrictions and tariffs, supply chain disruptions, decreased demand, labor shortages, geopolitical issues, inflation, changes in interest rates, the availability and cost of credit and U.S. financial markets and other factors have contributed to increased economic uncertainty. The U.S. inflation rate has remained relatively stable through 2024 and 2025, after an extended period of elevation, which began in 2022 that, along with international geopolitical risks, has created further volatility. In addition, the U.S. federal government has imposed tariffs on international goods, such as those produced in Canada, Mexico and China, and those countries have enacted retaliatory tariffs against the United States. To the extent that any further tariffs are imposed or any U.S. trade policy results in retaliatory tariffs, such developments could result in inflationary pressures and have an adverse effect on our customers’ business, and reduce demand for use of our services, which could have a material adverse effect on our business, results of operations and financial condition.
In addition, hostilities related to the Russia-Ukraine war, the heightened hostilities in the Middle East, including Iran, and the occurrence or threat of terrorist attacks in the United States or other countries could adversely affect the global economy. We are monitoring the aforementioned military conflicts as well as the related export controls and financial and economic sanctions imposed on certain industry sectors and parties involved in such conflicts. We are also monitoring the impact on the Strait of Hormuz as a result of the geopolitical conflicts in the Middle East. If, at the time of filing this Quarterly Report, the Strait of Hormuz remains closed, we would experience potential shipment delays, cost increases and other supply chain impacts which could adversely affect our business. These and other factors, such as declining business and consumer confidence, may contribute to an economic slowdown and a recession. Concerns about global economic health also have a significant adverse impact on global financial markets and commodity prices. If the economic climate in the United States or abroad deteriorates, worldwide demand for oil and natural gas products could diminish, which could impact operations in our areas of operations, affect the ability of our customers to continue operations and ultimately adversely impact our results of operations, cash flows and financial position.
While the financial health of the broader oil and gas industry has shown improvement as compared to prior periods, central bank policy actions and associated liquidity risks and other factors may negatively impact the value of our equity and that of our customers, and may reduce our and their ability to access liquidity in the capital markets or result in capital being available on less favorable terms, which could negatively affect our financial condition and that of our customers. If our customers have difficulty accessing the capital markets, then they may reduce their capital expenditures, which could reduce demand for our water management solutions and ultimately
43
adversely impact our results of operations, cash flows and financial position.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Issuer Purchases of Equity Securities.
Neither we nor any affiliated purchaser repurchased any of our equity securities during the period covered by this Quarterly Report.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
None.
During the three months ended March 31, 2026, none of our officers (as defined in Rule 16a-1(f) under the Exchange Act) or directors
44
Item 6. Exhibits
Exhibit |
|
Description |
3.1 |
|
Certificate of Formation of WaterBridge Infrastructure LLC (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S‑1 (File No. 333‑289823) filed with the SEC on August 22, 2025). |
3.2 |
|
First Amended and Restated Limited Liability Company Agreement of WaterBridge Infrastructure LLC, dated as of September 18, 2025 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8‑K (File No. 001‑42850) filed with the SEC on September 18, 2025). |
31.1* |
|
Certification of Chief Executive Officer of WaterBridge Infrastructure LLC pursuant to Rule 13a‑14(a)/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 Chief Financial Officer of WaterBridge Infrastructure LLC pursuant to Rule 13a‑14(a)/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 Chief Executive Officer of WaterBridge Infrastructure LLC pursuant to 18 U.S.C. § 1350, as adopted pursuant to the Sarbanes‑Oxley Act of 2002. |
32.2** |
|
Certification of Chief Financial Officer of WaterBridge Infrastructure LLC pursuant to 18 U.S.C. § 1350, as adopted pursuant to 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 Taxonomy Extension Schema With Embedded Linkbase Documents. |
104* |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Filed herewith.
** Furnished herewith.
45
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.
Date: May 6, 2026 |
WaterBridge Infrastructure LLC |
|
|
|
|
By: |
/s/ Scott McNeely |
|
|
Name: Title: |
Scott McNeely |
46