v3.26.1
Income Taxes and Tax Receivable Agreement
6 Months Ended
Jun. 30, 2026
Income Tax Disclosure [Abstract]  
Income Taxes and Tax Receivable Agreement
6.
Income Taxes and Tax Receivable Agreement

In calculating the provision for income taxes on an interim basis, the Company uses an estimate of the annual effective tax rate based upon currently known facts and circumstances and apply that rate to the year-to-date earnings or losses. The effective tax rate is based on expected income and statutory tax rates and takes into consideration permanent differences between financial statement and tax return income applicable to the Company 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 the Company’s effective tax rate was as follows for the three and six months ended June 30, 2026 and 2025:

 

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Income before income taxes

 

$

16,766

 

 

$

7,135

 

 

$

27,342

 

 

$

8,925

 

Income tax expense

 

$

2,211

 

 

$

10

 

 

$

3,266

 

 

$

89

 

Effective tax rate

 

 

13.19

%

 

 

0.14

%

 

 

11.94

%

 

 

1.00

%

 

The effective tax rate for the three and six months ended June 30, 2026 differs from the statutory rate of 21.0% primarily due to the income attributable to noncontrolling interest. For the three and six months ended June 30, 2025, OpCo was subject only to entity level state income tax in the state of Texas.

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 the Company’s 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, the Company entered into the TRA with OpCo and our legacy owners (each such person and its permitted transferees, a “TRA Holder” and collectively, the “TRA Holders”). The TRA generally provides for the payment by us to the TRA Holders of 85% of the net cash savings, if any, in U.S. federal, state and local income tax that we actually realize, or in some cases are deemed to realize, (a) with respect to taxable periods ending after the IPO or (b) if the TRA terminates early (at our election or as a result of our breach) with respect to any taxable periods ending on or after such early termination event, in each case, as a result of (i) the tax basis increases resulting from the exchange of OpCo Units and the corresponding surrender of an equivalent number of shares of Class B shares by the TRA Holders for a number of Class A shares on a one-for-one basis or, at our option, the receipt of an equivalent amount of cash pursuant to the OpCo LLC Agreement; (ii) the tax deductions allocable to the Company as a result of the existing tax basis of assets of OpCo prior to the IPO; (iii) the tax deductions allocable to the Company as a result of existing tax basis of assets of OpCo purchased after the IPO and prior to an exchange of OpCo Units; (iv) NOLs and interest expense carryforwards of WB 892 LLC (“WB 892”); and (v) deductions arising from imputed interest deemed to be paid by us as a result of,

and additional tax basis arising from, any payments we make under the TRA. We will retain the benefit of the remaining cash savings, if any.

As a result of entering into the TRA, the Company recorded a TRA liability on the condensed consolidated balance sheets. The TRA liability is primarily attributable to existing tax basis of OpCo prior to the IPO as well as NOL carryforwards of WB 892 and basis adjustments arising as a result of exchanges occurring subsequent to the IPO. The establishment of the TRA liability as a result of the WaterBridge Combination and IPO, as well as subsequent redemptions of OpCo Units, is recorded against Class A shares in the consolidated statements of shareholders’ and member’s equity. Subsequent adjustments to the initial establishment of obligations 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 June 30, 2026 and December 31, 2025, we had TRA liability balance of $297.0 million and $201.4 million, respectively. The current portion of the TRA liability of $2.5 million is presented within other current liabilities on the condensed consolidated balance sheets.

During the three months ended March 31, 2026, Elda River Infrastructure WB LLC redeemed 3,750,000 OpCo Units (together with the cancellation of a corresponding number of Class B shares) for an equivalent amount of Class A shares. The Company recognizes a liability for the estimated amounts payable under the TRA when it is probable that taxable income will be sufficient to realize the related 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. The Company recorded an additional TRA liability of $17.2 million related to this redemption, all of which has been classified as a non-current liability on the condensed consolidated balance sheets.

During the three months ended June 30, 2026, TRA Holders redeemed 8,437,059 OpCo Units (together with the cancellation of a corresponding number of Class B shares) for an equivalent amount of Class A shares. We recognize a liability for the estimated amounts payable under the TRA when it is probable that taxable income will be sufficient to realize the related 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 June 30, 2026, we recorded an additional TRA liability of $75.3 million related to redemptions occurring during the three months ended June 30, 2026, all of which has been classified as a non-current liability in the condensed consolidated balance sheets.

During the three and six months ended June 30, 2026, we recognized a TRA remeasurement loss of $3.2 million. The TRA remeasurement loss is related to adjustments from previous estimates upon finalization of the tax attributes subject to the TRA and is presented within other expense (income), net on the condensed consolidated statements of operations.