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Acquisitions | 12 Months Ended
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Dec. 31, 2024
Acquisitions |
Acquisitions | 4.Acquisitions Surface Acreage Acquisition In November 2024, we purchased approximately 45,000 surface acres (unaudited) and site improvements (referred to as the “McNeill Ranch Acquisition”) in New Mexico and Texas for total cash consideration of $46.1 million, inclusive of transaction costs, to secure potential disposal capacity for long-term growth. This purchase was considered an asset acquisition, and the allocation of assets consisted of $43.2 million to land and $2.9 million to site improvements and other. ​ Crosstek Acquisition In February 2025, we acquired intellectual property rights and assets from Crosstek Membrane Technology LLC to help us accelerate our entry into broader industrial markets, including industrial water and wastewater treatment. In connection with the closing and as consideration for the business, we paid the seller $2.0 million in cash and included sales-based contingent consideration with a cap of $1.0 million to be paid over a four-year contractual period. Delaware Energy Asset Acquisition On August 1, 2022, we acquired from Delaware Energy, LLC (“Delaware Energy”) certain produced water handling facilities and other related assets and rights in Lea County and Eddy County, New Mexico. In connection with the closing and as consideration for the assets, we issued to the seller 3,365,907 shares of our Class A common stock and included volumetric-based contingent consideration. We estimated the fair value of the contingent consideration using a discounted cash flow model based on estimated royalty payments to be made over a five-year contractual period. Allocation of the purchase price to the acquired assets was based on relative fair values. ​ The following table sets forth our purchase price allocation: ​
​ | ​ | ​ | ​
(in thousands, except share and per share amounts) | ​ | ​ | ​
Equity Consideration | ​ | ​ | ​
Number of Class A Shares Issued (1) | ​ | ​ | 3,365,907
Fair Value Per Share on Transaction Closing Date | ​ | $ | 21.16
Total Fair Value of Equity Consideration | ​ | $ | 71,223
Fair Value of Contingent Consideration (2) | ​ | ​ | 3,899
Total Fair Value of Consideration | ​ | $ | 75,122
​ | ​ | ​ | ​
Purchase Price Allocation | ​ | ​ | ​
Produced Water Handling Facilities | ​ | $ | 72,736
Gathering Systems and Pipelines | ​ | ​ | 2,716
Total Fair Value of Property Acquired | ​ | ​ | 75,452
Less: ARO Liabilities Assumed | ​ | ​ | (330)
Total Purchase Price Allocation | ​ | $ | 75,122
​
(1) | A portion of these shares were held in escrow and released pursuant to the terms and conditions of the asset purchase agreement with Delaware Energy. During the years ended December 31, 2024 and 2023, 23,107 and 85,471, respectively, of these shares were released and returned to the Company for the reimbursement of certain post-acquisition workover costs. As of March 31, 2024, there were no remaining shares left in escrow. See Note 12. Stockholders’ Equity for further details.
(2) | As of December 31, 2024 and 2023, liabilities for contingent consideration of $1.0 million and $1.2 million, respectively, are included in “Accrued and Other Current Liabilities,” on the consolidated balance sheet, and liabilities for contingent consideration of $1.5 million and $2.1 million, respectively, are included in “Other Long-Term Liabilities,” on the consolidated balance sheet.
Contemporaneously with the issuance of the shares of Class A common stock to Delaware Energy, Solaris LLC issued 3,365,907 Solaris LLC units to Aris Inc. Water Standard Asset Acquisition In October 2022, we acquired certain intellectual property rights and related proprietary treatment technologies and assets from Water Standard Management (US), Inc. (“Water Standard”) that will support and accelerate the advanced treatment and beneficial reuse of produced water in the Permian Basin. In connection with the closing and as consideration for the assets, we issued the seller 85,193 shares of our Class A common stock, which was valued on the acquisition date at $16.16 per share for total equity consideration of $1.4 million. We also paid the seller $1.2 million in cash for total consideration of $2.6 million. Contemporaneously with the issuance of the shares of Class A common stock to the seller, Solaris LLC issued 85,193 Solaris LLC units to Aris Inc. Other Asset Acquisitions During the Year Ended December 31, 2022 During the second half of 2022, we purchased six ponds from ConocoPhillips, a related party, for a cash purchase price of $3.9 million.

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