In the second quarter of 2012, Heckmann Water Resources generated steady growth through a combination of securing long-term contracts and volume commitments in the gas basins and expanding operations in the oil and liquids-rich basins. During the second quarter, HWR began operating two new saltwater disposal wells in the Eagle Ford Shale area and initiated water treatment services in the Eagle Ford Shale area at an HWR well site for the treatment and reuse of flowback and produced water. These technologically advanced water treatment services will allow HWR to provide full service offerings in the Eagle Ford Shale area.

To deepen HWR’s coverage in the Marcellus/Utica Shale area as well as expand its fleet and meet contracts with a large E&P customer, Heckmann made a strategic acquisition of a small trucking company in southwest Pennsylvania. At the end of July, HWR acquired a saltwater disposal well in the Marcellus/Utica Shale area and finished construction of a disposal well in the Tuscaloosa Marine Shale area, both of which are expected to begin operating in the third quarter.

In the Haynesville Shale area, HWR’s business and pricing have remained stable with incremental sequential growth in its produced water pipeline volume. HWR’s produced water pipeline throughput increased sequentially to approximately 50,000 average barrels per day in the second quarter of 2012, compared with 42,000 average barrels per day in the first quarter of 2012, 40,000 average barrels per day in the fourth quarter of 2011, 30,000 average barrels per day in third quarter of 2011, and 17,000 average barrels per day in the second quarter of 2011.

HWR has been increasing utilization within its fleet, while maintaining ample capacity to organically expand operations into other basins. HWR is now staging vehicles to transfer and expand its presence in West Texas and Oklahoma to enter the Permian Basin and Mississippi Lime Shale areas to address the needs of its contracted customers. HWR began water transfer operations in the Permian Basin in the second quarter and expects to commence trucking and other operations by the end of the third quarter.

To further expand its operations, the Company has signed a letter of intent to acquire a majority interest in a regional water treatment facility in the Marcellus Shale area. The plant includes a truck terminal and has a large precipitation and clarification system for treating flowback and produced water as well as drilling waters for reuse. The transaction is expected to close, subject to normal and customary closing conditions, before the fourth quarter of 2012.

HWR owns both produced water and fresh water pipelines, which are operated for shale gas and oil producers in Louisiana and Texas. HWR also transports, stores, processes and disposes environmentally regulated water primarily throughout Texas, Louisiana, Mississippi, Oklahoma, Pennsylvania, West Virginia and Ohio. HWR currently provides water transfer services in Louisiana, Texas, Pennsylvania and Ohio.