Related Party Transactions |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Related Party Transactions [Abstract] | |
| Related Party Transactions | 11. Related Party Transactions DE Flow WSMA On May 15, 2026, concurrently with the IPO, OpCo entered into the Water System Management Agreement (the “DE Flow WSMA”) with DE Flow and DEF Operating, LLC (“DEF Operating”), both affiliates of Double Eagle. The DE Flow WSMA governs revenue arrangements with respect to the DE Flow System. The initial term of the DE Flow WSMA is 10 years. Pursuant to the terms of the DE Flow WSMA, OpCo is entitled to a royalty equal to 90% of the net proceeds (gross revenues less costs associated with operating the system) generated by the assets operated by DEF Operating, and a minimum annual royalty of $40.0 million for the first five years of the initial term and $10.0 million for the last five years of the initial term. The DE Flow WSMA is supported by an acreage dedication of up to approximately 70,000 acres related to the Company’s Midland Basin water infrastructure assets. For the three and six months ended June 30, 2026, the Company recognized $5.1 million in revenue from the DE Flow WSMA. The Company did not recognize any revenue related to the DE Flow WSMA in the three or six months ended June 30, 2025. As of June 30, 2026, the Company had $5.1 million of accounts receivable related to the DE Flow WSMA. The Company evaluated the DE Flow WSMA in accordance with ASC 842, and determined that the agreement was not in the scope of ASC 842, as the agreement does not grant DEF Operating the right to control the use of an identified asset for a period of time in exchange for consideration. Hydrosource Recycling Agreement On May 15, 2026, concurrently with the IPO, OpCo entered into the Produced Water Recycling Rights Agreement (the “Hydrosource Recycling Agreement”) with Hydrosource and Hydrosource Midstream. The Hydrosource Recycling Agreement governs royalty revenue arrangements with respect to recycled water activities on the Company’s land. Pursuant to the terms of the Hydrosource Recycling Agreement OpCo is entitled to (i) an initial term of 10 years, (ii) a royalty equal to 31% of the gross selling price for each barrel of recycled water stored, treated, processed, recycled, disposed, purchased or sold on the Company’s land by Hydrosource less applicable taxes, (iii) a royalty equal to 5% of the gross selling price for each barrel of recycled water sold in New Mexico off the Company’s land (for a two year period from the effective date of the agreement), (iv) a $0.04 per barrel transit tariff for volumes of produced water or recycled water transported across the Company’s land solely for purposes of transit to a facility located outside of the Company’s land, (v) a royalty equal to 50% of the gross selling price received by Hydrosource less the amount paid to the supplier for produced water sourced pursuant to the Hydrosource Recycled Water Supply Agreement, (vi) Hydrosource’s payment of 50% of the gross revenue received from the sale of skim oil recovered from the facilities or other operations on the Company’s land, (vii) a five-year minimum royalty commitment of $5.0 million per year and (viii) Hydrosource’s two-year exclusive option to develop a solid waste facility on the Company’s land. For the three and six months ended June 30, 2026, the Company recognized $0.9 million in revenue from the Hydrosource Recycling Agreement. The Company did not recognize any revenue related to the Hydrosource Recycling Agreement in the three or six months ended June 30, 2025. The Company evaluated the Hydrosource Recycling Agreement in accordance with ASC 842, and determined that the agreement was not in the scope of ASC 842, as the agreement does not grant Hydrosource the right to control the use of an identified asset for a period of time in exchange for consideration. Other Subsequent to the IPO, the Company transacted with a related party where the related party sold water to companies engaged in E&P activities on the acreage acquired in the Shallow Valley Contribution. The Company reimbursed the related party for costs incurred and received revenue for the water sold. During the three months ended June 30, 2026, the Company earned less than $0.1 million from the related party for water sales, and incurred less than $0.1 million in related party cost of sales. As of June 30, 2026, the Company owed the related party less than $0.1 million. The Company did not transact with the related party in the three or six months ended June 30, 2025. Both prior to and subsequent to the IPO, the Company transacted with a related party for water treatment services where the related party acted as the contractor providing treated water services to the Company and in certain instances purchased water from the Company. The Company recognized zero and $0.1 million of related party revenues for the three and six months ended June 30, 2026, respectively. The Company recognized $0.5 million and $0.5 million of related party revenues for the three and six months ended June 30, 2025, respectively. The Company incurred related party cost of sales relating to water treatment services of approximately $2.5 million and $2.5 million for the three months ended June 30, 2026 and 2025, respectively, and $5.4 million and $3.6 million for the six months ended June 30, 2026 and 2025, respectively. The Company incurred zero and less than $0.1 million of miscellaneous related party general and administrative expenses for the three and six months ended June 30, 2026, respectively. The Company incurred approximately $0.2 million and $0.2 million of miscellaneous related party general and administrative expenses for the three and six months ended June 30, 2025, respectively. As of June 30, 2026 and December 31, 2025, the Company had no receivables from the related party. As of June 30, 2026 and December 31, 2025 the Company had zero and $2.7 million due to the related party, respectively. In connection with the IPO, the Company recorded related party accounts payable of $15.4 million related to the reimbursement of certain capital expenditures agreed upon under the terms of the DE Flow Contribution and Shallow Valley Contribution. As of June 30, 2026, the Company had $15.6 million payable to the related parties. In connection with the Hydrosource Distribution, the Company recorded related party accounts receivable and accounts payable for settlement of allocated balances through the date of the Hydrosource Distribution. As of June 30, 2026, the Company had approximately $19.5 due to the related party and approximately $6.9 due from the related party. During the six months ended June 30, 2025, the Predecessor reimbursed a member related to the purchase of property, plant and equipment in the amount of $0.1 million. For the six months ended June 30, 2025, the Predecessor incurred approximately $0.1 million in transportation service costs with an entity in which a director holds an indirect equity interest. In 2025, the Predecessor amended its Amended and Restated Limited Liability Company Agreement to increase the number of seats on the board of managers, two of which were designated for representatives of lenders under the Predecessor Credit Facility. This amendment granted such lenders board representation and enhanced governance rights with respect to the Company. As a result, the lenders are considered related parties, and the Predecessor classified the Predecessor Credit Facility as long-term debt - related party and the related warrants as warrants - related party in the unaudited condensed consolidated financial statements. There were no other significant transactions or balances with related parties for the three and six months ended June 30, 2026 and 2025. Refer to Note 14 – Subsequent Events for more information regarding related party transactions. |