0001697500-19-000022.txt : 20190430 0001697500-19-000022.hdr.sgml : 20190430 20190430172343 ACCESSION NUMBER: 0001697500-19-000022 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190430 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190430 DATE AS OF CHANGE: 20190430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Solaris Oilfield Infrastructure, Inc. CENTRAL INDEX KEY: 0001697500 STANDARD INDUSTRIAL CLASSIFICATION: OIL & GAS FILED MACHINERY & EQUIPMENT [3533] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38090 FILM NUMBER: 19783326 BUSINESS ADDRESS: STREET 1: 9811 KATY FREEWAY STREET 2: SUITE 700 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: (281)501-3070 MAIL ADDRESS: STREET 1: 9811 KATY FREEWAY STREET 2: SUITE 700 CITY: HOUSTON STATE: TX ZIP: 77024 8-K 1 soi-20190430x8k.htm 8-K SOI_CurrentFolio_8K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K


CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 30, 2019


SOLARIS OILFIELD INFRASTRUCTURE, INC.

(Exact name of registrant as specified in its charter)


Delaware

001-38090

81-5223109

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

9811 Katy Freeway, Suite 700

Houston, Texas 77024

(Address of principal executive offices)

(Zip Code)

 

(281) 501-3070

(Registrant’s telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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.  ☒

 

 

 

 


 

Item 2.02Results of Operations and Financial Condition.

On April 30, 2019, Solaris Oilfield Infrastructure, Inc. issued a press release announcing its operating and financial results for the quarter ended March  31, 2019. A copy of the press release is furnished as Exhibit 99.1 and incorporated by reference herein.

The information in this Item 2.02, including Exhibit 99.1 to this Current Report on Form 8-K, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits.

 

 

 

Exhibit Number

    

Description

99.1

 

Solaris Oilfield Infrastructure, Inc. press release dated April 30, 2019.

 

2


 

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 hereunto duly authorized.

Date: April 30, 2019 

 

 

 

 

 

SOLARIS OILFIELD INFRASTRUCTURE, INC.

 

 

 

By:

/s/ KYLE S. RAMACHANDRAN

 

Name:

Kyle S. Ramachandran

 

Title:

President and Chief Financial Officer

 

3


EX-99.1 2 soi-20190430ex991e18ab5.htm EX-99.1 Ex_99_1

Exhibit 99.1

 

Solaris Oilfield Infrastructure Announces First Quarter 2019 Results 

 

First Quarter 2019 Highlights

 

     Net income of $23.4 million, or $0.43 per diluted Class A share, for the quarter ended March 31, 2019

 

·

Adjusted EBITDA of $35.1 million for the quarter ended March 31, 2019

 

     Positive free cash flow of $2.6 million for the quarter ended March 31, 2019

 

     Paid a regular quarterly dividend of $0.10 per share on March 29, 2019

 

HOUSTON, April 30, 2019 (BUSINESS WIRE) — Solaris Oilfield Infrastructure, Inc. (NYSE:SOI) (“Solaris” or the “Company”), a leading independent provider of supply chain management and logistics solutions designed to drive efficiencies and reduce costs for the oil and natural gas industry, today reported financial results for the first quarter 2019.

 

First Quarter 2019 Financial Review

 

Solaris reported net income of $23.4 million, or $0.43 per diluted Class A share, for first quarter 2019, compared to net income of $24.7 million, or $0.47 per diluted Class A share, in fourth quarter 2018 and net income of $13.4 million, or $0.23 per diluted Class A share, in first quarter 2018. Adjusted pro forma net income for first quarter 2019 was $21.6 million, or $0.46 per fully diluted share, which was flat on a total dollar basis and up $0.01 per fully diluted share from fourth quarter 2018 and increased $7.2 million and $0.15 per fully diluted share compared to first quarter 2018. A description of adjusted pro forma net income and a reconciliation to net income attributable to Solaris, its most directly comparable generally accepted accounting principles (“GAAP”) measure, and the computation of adjusted pro forma earnings per fully diluted share are provided below.

 

Adjusted EBITDA for first quarter 2019 was $35.1 million, an increase of $0.3 million compared to fourth quarter 2018 and an increase of $13.2 million from first quarter 2018. A description of adjusted EBITDA and a reconciliation to net income, its most directly comparable GAAP measure, is provided below.

 

Revenues were $55.1 million for first quarter 2019, a decrease of $2.2 million, or 4%, compared to fourth quarter 2018, and an increase of $19.1 million, or 53%, compared to first quarter 2018.

 

During the first quarter 2019, an average of 114 mobile proppant management systems were fully utilized, a 6% decline from the 121 fully utilized systems averaged in the fourth quarter of 2018, and a 34% increase compared to first quarter 2018. The sequential decline in fully utilized systems during the first quarter of 2019 was primarily due to the delayed impact of reduced industry activity levels that occured during the fourth quarter 2018 resulting from Solaris’ monthly rental revenue model.

 

The Company previously used revenue days, the combined number of days that its systems earned revenue during the quarter, as a measure of business activity. Going forward, the Company believes the fully utilized sytem count will be a more comparative metric to measure period-over-period changes in the Company’s rental activity as it will normalize for varying calendar days period-over-period.

 

Capital Expenditures, Free Cash Flow and Liquidity

 

The Company invested $20.4 million during first quarter 2019, which included investments to add two mobile proppant management systems and the majority of investment required to add 7 mobile chemical management systems to the fleet. The Company currently has 162 mobile proppant management systems and expects to have 10 mobile chemical management systems available in the coming weeks, which reflects a slight delay from the Company’s prior manufacturing schedule due to right sizing at the Company’s manufacturing facility and design modifications based on field trial learnings on the Company’s new mobile chemical management systems. The Company continues to expect capital expenditures for the full year 2019 in the range of $40-60 million.

 

Free cash flow during the first quarter 2019 was $2.6 million, which represented the first quarter of recurring positive free cash flow for the Company. The Company had free cash flow of $22.8 million in fourth quarter of 2018, which included a one-time non-recurring payment related to a contract amendment of approximately $26.0 million.

 

During the first quarter, the Company repaid all of the $13 million drawn under its credit facility as of December 31, 2018. On April 26, 2019, the Company amended its credit facility to increase the revolver to $50 million, with availability based on a total leverage covenant of 2.5x total debt to EBITDA. The amendment increases the company’s revolver size by $30 million and includes an accordion feature, which could increase total availability under the facility to $75 million. As of April 30, 2019, the Company currently has approximately $70 million of liquidity, including approximately $20 million in cash and $50 million of availability under its undrawn credit facility.

 


 

Operational Update and Outlook

 

Based on current industry activity levels, the Company believes it has approximately one third of overall U.S. wellsite proppant storage market share, which continues to represent the leading share. The Company expects to end the second quarter 2019 with 164 mobile proppant management systems and 14 mobile chemical management systems in the rental fleet.

 

Solaris’ Chairman and Chief Executive Officer Bill Zartler commented, “I’m proud that our team was able to deploy systems steadily during the first quarter despite a relatively flat US frac crew count. We are currently back to Q4 activity levels as we continue to demonstrate the savings, efficiency and safety our solutions provide for our customers. I’m also excited about our product development pipeline as we continue to make progress with our new chemical systems as well as work towards other innovative solutions to drive additional efficiencies for our customers.”

 

Quarterly Cash Dividend and Board of Directors Update

 

On March 13, 2019, the Company announced that its Board of Directors had declared its second quarterly cash dividend of $0.10 per share of Class A common stock, which was paid on March 29, 2019 to holders of record as of March 22, 2019. A distribution of $0.10 per unit was also approved for holders of units in Solaris Oilfield Infrastructure, LLC (“Solaris LLC”).

 

The Company also announced that Ms. Cynthia Durrett was appointed to the Company’s Board of Directors (the “Board”), effective March 12, 2019. Ms. Durrett currently serves as the Company’s Chief Administrative Officer. With the addition of Ms. Durrett, the Board is now composed of eight members, including six independent directors.

 

Conference Call

 

The Company will host a conference call to discuss its first quarter 2019 results on Wednesday, May 1, 2019 at 7:30 a.m. Central Time (8:30 a.m. Eastern Time). To join the conference call from within the United States, participants may dial (844) 413-3978. To join the conference call from outside of the United States, participants may dial (412) 317-6594. When instructed, please ask the operator to be joined to the Solaris Oilfield Infrastructure, Inc. call. Participants are encouraged to log in to the webcast or dial in to the conference call approximately ten minutes prior to the start time. To listen via live webcast, please visit the Investor Relations section of the Company’s website at http://www.solarisoilfield.com.

 

An audio replay of the conference call will be available shortly after the conclusion of the call and will remain available for approximately seven days. It can be accessed by dialing (877) 344-7529 within the United States or (412) 317-0088 outside of the United States. The conference call replay access code is 10130607. The replay will also be available in the Investor Relations section of the Company’s website shortly after the conclusion of the call and will remain available for approximately seven days.

 

About Solaris Oilfield Infrastructure, Inc.

 

Solaris Oilfield Infrastructure, Inc. (NYSE:SOI) manufactures and rents mobile equipment that drives supply chain and execution efficiencies in the completion of oil and natural gas wells. Solaris’ patented mobile proppant management systems and [patent pending] mobile chemical management systems are deployed in many of the most active oil and natural gas basins in the United States, including the Permian Basin, Eagle Ford Shale, STACK/SCOOP formation, Marcellus and Utica Shales, Haynesville Shale, Rockies and the Bakken formation. Additional information is available on the Solaris website, www.solarisoilfield.com.

 

Website Disclosure

 

We use our website (www.solarisoilfield.com) as a routine channel of distribution of company information, including news releases, analyst presentations, and supplemental financial information, as a means of disclosing material non-public information and for complying with our disclosure obligations under the Securities and Exchange Commission’s (the “SEC”) Regulation FD. Accordingly, investors should monitor our website in addition to following press releases, SEC filings and public conference calls and webcasts. Additionally, we provide notifications of news or announcements on our investor relations website. Investors and others can receive notifications of new information posted on our investor relations website in real time by signing up for email alerts.

 

None of the information provided on our website, in our press releases, public conference calls and webcasts, or through social media channels is incorporated by reference into, or deemed to be a part of, this Current Report on Form 8-K or will be incorporated by reference into any other report or document we file with the SEC unless we expressly incorporate any such information by reference, and any references to our website are intended to be inactive textual references only.

 

Forward Looking Statements

 

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Examples of forward-looking statements include, but are not limited to, statements we make regarding management changes, the outlook for the operation of our Kingfisher Facility, current and potential future long-term contracts and our future business and financial performance. Forward-looking statements are based on our current expectations and assumptions


 

regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements. Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include, but are not limited to the factors discussed or referenced in our filings made from time to time with the SEC. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

 


 

SOLARIS OILFIELD INFRASTRUCTURE, INC AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

(In thousands, except per share data)

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

March 31, 

 

December 31,

 

    

2019

    

2018

 

2018

Revenue

 

 

  

 

 

  

 

 

 

System rental

 

$

37,348

 

$

27,405

 

$

39,083

System services

 

 

11,437

 

 

7,509

 

 

13,511

Transloading services

 

 

5,833

 

 

450

 

 

4,236

Inventory software services

 

 

506

 

 

654

 

 

507

Total revenue

 

 

55,124

 

 

36,018

 

 

57,337

Operating costs and expenses

 

 

  

 

 

  

 

 

 

Cost of system rental (excluding $5,226, $2,635 and $4,792 of depreciation and amortization for the three months ended March 31, 2019 and 2018 and December 31, 2018, respectively, shown separately)

 

 

2,347

 

 

1,418

 

 

2,180

Cost of system services (excluding $398, $237 and $385 of depreciation and amortization for the three months ended March 31, 2019 and 2018 and December 31, 2018, respectively, shown separately)

 

 

13,619

 

 

9,106

 

 

15,942

Cost of transloading services (excluding $409, $5 and $410 of depreciation and amortization for the three months ended March 31, 2019 and 2018 and December 31, 2018, respectively, shown separately)

 

 

710

 

 

332

 

 

778

Cost of inventory software services (excluding $193, $212 and $196 of depreciation and amortization for the three months ended March 31, 2019 and 2018 and December 31, 2018, respectively, shown separately)

 

 

135

 

 

256

 

 

183

Depreciation and amortization

 

 

6,345

 

 

3,202

 

 

5,908

Salaries, benefits and payroll taxes

 

 

2,342

 

 

2,621

 

 

2,411

Selling, general and administrative (excluding $119, $113 and $125 of depreciation and amortization for the three months ended March 31, 2019 and 2018 and December 31, 2018, respectively, shown separately)

 

 

1,686

 

 

1,880

 

 

1,685

Other operating expenses

 

 

213

 

 

1,677

 

 

75

Total operating cost and expenses

 

 

27,397

 

 

20,492

 

 

29,162

Operating income

 

 

27,727

 

 

15,526

 

 

28,175

Interest expense, net

 

 

(111)

 

 

(84)

 

 

(103)

Total other income (expense)

 

 

(111)

 

 

(84)

 

 

(103)

Income before income tax expense

 

 

27,616

 

 

15,442

 

 

28,072

Provision for income taxes

 

 

4,181

 

 

2,027

 

 

3,420

Net income

 

 

23,435

 

 

13,415

 

 

24,652

Less: net income related to non-controlling interests

 

 

(11,118)

 

 

(7,485)

 

 

(11,767)

Net income attributable to Solaris

 

$

12,317

 

$

5,930

 

$

12,885

 

 

 

 

 

 

 

 

 

 

Earnings per share of Class A common stock - basic

 

$

0.43

 

$

0.24

 

$

0.47

Earnings per share of Class A common stock - diluted

 

$

0.43

 

$

0.23

 

$

0.47

 

 

 

 

 

 

 

 

 

 

Basic weighted average shares of Class A common stock outstanding

 

 

28,028

 

 

23,884

 

 

27,050

Diluted weighted average shares of Class A common stock outstanding

 

 

28,115

 

 

24,073

 

 

27,162

 

 


 

SOLARIS OILFIELD INFRASTRUCTURE, INC AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED BALANCE SHEETS

 

(In thousands, except per share amounts)

 

(Unaudited)

 

 

 

 

 

 

 

 

 

    

March 31, 

    

December 31, 

 

 

2019

 

2018

Assets

 

 

  

 

 

  

Current assets:

 

 

  

 

 

  

Cash

 

$

9,351

 

$

25,057

Accounts receivable, net

 

 

40,330

 

 

39,746

Prepaid expenses and other current assets

 

 

4,358

 

 

5,492

Inventories

 

 

10,399

 

 

10,470

Total current assets

 

 

64,438

 

 

80,765

Property, plant and equipment, net

 

 

310,504

 

 

296,538

Operating lease right-of-use assets

 

 

8,348

 

 

 —

Goodwill

 

 

17,236

 

 

17,236

Intangible assets, net

 

 

4,345

 

 

4,540

Deferred tax assets

 

 

25,258

 

 

24,624

Other assets

 

 

1,424

 

 

1,454

Total assets

 

$

431,553

 

$

425,157

Liabilities and Stockholders' Equity

 

 

  

 

 

  

Current liabilities:

 

 

  

 

 

  

Accounts payable

 

$

2,400

 

$

9,127

Accrued liabilities

 

 

9,969

 

 

12,658

Current portion of deferred revenue

 

 

12,990

 

 

12,990

Current portion of operating lease liabilities

 

 

565

 

 

 —

Current portion of finance lease liabilities

 

 

35

 

 

35

Other current liabilities

 

 

77

 

 

515

Total current liabilities

 

 

26,036

 

 

35,325

Senior secured credit facility

 

 

 —

 

 

13,000

Deferred revenue, net of current

 

 

9,333

 

 

12,468

Operating lease liabilities, net of current

 

 

8,352

 

 

 —

Finance lease liabilities, net of current

 

 

149

 

 

154

Payables related to Tax Receivable Agreement

 

 

66,648

 

 

56,149

Other long-term liabilities

 

 

598

 

 

633

Total liabilities

 

 

111,116

 

 

117,729

Commitments and contingencies

 

 

  

 

 

  

Stockholders' equity

 

 

  

 

 

  

Preferred stock, $0.01 par value, 50,000 shares authorized, none issued and outstanding

 

 

 —

 

 

 —

Class A common stock, $0.01 par value, 600,000 shares authorized, 30,401 issued and 30,282 outstanding as of March 31, 2019 and 27,091 issued and 27,000 outstanding as of December 31, 2018

 

 

304

 

 

271

Class B common stock, $0.00 par value, 180,000 shares authorized, 16,382 shares issued and outstanding as of March 31, 2019 and 19,627 issued and outstanding as of December 31, 2018

 

 

 —

 

 

 —

Additional paid-in capital

 

 

131,740

 

 

126,347

Retained earnings

 

 

51,983

 

 

43,317

Treasury stock (at cost), 119 shares and 91 shares as of March 31, 2019 and December 31, 2018, respectively

 

 

(1,845)

 

 

(1,414)

Total stockholders' equity attributable to Solaris and members' equity

 

 

182,182

 

 

168,521

Non-controlling interest

 

 

138,255

 

 

138,907

Total stockholders' equity

 

 

320,437

 

 

307,428

Total liabilities and stockholders' equity

 

$

431,553

 

$

425,157

 


 

SOLARIS OILFIELD INFRASTRUCTURE, INC AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

(In thousands)

 

(Unaudited)

 

 

 

 

 

 

 

 

 

For the Three Months Ended March 31, 

 

    

2019

    

2018

Cash flows from operating activities:

 

 

  

 

 

  

Net income

 

$

23,435

 

$

13,415

Adjustment to reconcile net income to net cash provided by operating activities:

 

 

  

 

 

  

Depreciation and amortization

 

 

6,345

 

 

3,202

Loss on disposal of asset

 

 

213

 

 

 3

Stock-based compensation

 

 

862

 

 

1,513

Amortization of debt issuance costs

 

 

79

 

 

63

Deferred income tax expense

 

 

3,992

 

 

1,906

Other

 

 

 2

 

 

(9)

Changes in assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

(584)

 

 

(7,087)

Prepaid expenses and other assets

 

 

1,131

 

 

(2,569)

Inventories

 

 

(3,545)

 

 

(7,124)

Accounts payable

 

 

(5,027)

 

 

510

Accrued liabilities

 

 

(759)

 

 

620

Deferred revenue

 

 

(3,134)

 

 

 —

Net cash provided by operating activities

 

 

23,010

 

 

4,443

Cash flows from investing activities:

 

 

  

 

 

  

Investment in property, plant and equipment

 

 

(20,370)

 

 

(41,160)

Investment in intangible assets

 

 

 —

 

 

(6)

Cash received from insurance proceeds

 

 

24

 

 

 —

Net cash used in investing activities

 

 

(20,346)

 

 

(41,166)

Cash flows from financing activities:

 

 

  

 

 

  

Payments under finance leases

 

 

(9)

 

 

(7)

Payments under insurance premium financing

 

 

(439)

 

 

 —

Proceeds from stock option exercises

 

 

266

 

 

676

Payments related to purchase of treasury stock

 

 

(431)

 

 

 —

Repayment of senior secured credit facility

 

 

(13,000)

 

 

 —

Payments related to debt issuance costs

 

 

 —

 

 

(954)

Distribution and dividend paid to Solaris LLC unitholders and Class A common shareholders

 

 

(4,757)

 

 

 —

Net cash provided by financing activities

 

 

(18,370)

 

 

(285)

Net increase (decrease) in cash

 

 

(15,706)

 

 

(37,008)

Cash at beginning of period

 

 

25,057

 

 

63,421

Cash at end of period

 

$

9,351

 

$

26,413

Non-cash activities

 

 

  

 

 

  

Investing:

 

 

  

 

 

  

Capitalized depreciation in property, plant and equipment

 

$

186

 

$

140

Property and equipment additions incurred but not paid at period-end

 

 

240

 

 

6,267

Cash paid for (received from):

 

 

  

 

 

  

Interest

 

 

119

 

 

11

 

 


 

SOLARIS OILFIELD INFRASTRUCTURE, INC AND SUBSIDIARIES

 

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION — ADJUSTED EBITDA

 

(In thousands)

 

(Unaudited)

 

We view EBITDA and Adjusted EBITDA as important indicators of performance. We define EBITDA as net income, plus (i) depreciation and amortization expense, (ii) interest expense and (iii) income tax expense, including franchise taxes. We define Adjusted EBITDA as EBITDA plus (i) stock-based compensation expense and (ii) certain non-cash items and extraordinary, unusual or non-recurring gains, losses or expenses.

 

We believe that our presentation of EBITDA and Adjusted EBITDA provides useful information to investors in assessing our financial condition and results of operations. Net income is the GAAP measure most directly comparable to EBITDA and Adjusted EBITDA. EBITDA and Adjusted EBITDA should not be considered alternatives to net income presented in accordance with GAAP. Because EBITDA and Adjusted EBITDA may be defined differently by other companies in our industry, our definitions of EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures of other companies, thereby diminishing their utility. The following table presents a reconciliation of net income to EBITDA and Adjusted EBITDA for each of the periods indicated.

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

 

March 31, 

 

December 31,

 

 

2019

 

2018

 

2018

 

 

 

 

 

 

 

 

 

 

Net income

 

$

23,435

 

$

13,415

 

$

24,652

Depreciation and amortization

 

 

6,345

 

 

3,202

 

 

5,908

Interest expense, net

 

 

111

 

 

84

 

 

103

Income taxes (1)

 

 

4,181

 

 

2,027

 

 

3,420

EBITDA

 

$

34,072

 

$

18,728

 

$

34,083

IPO bonuses (2)

 

 

 —

 

 

588

 

 

 —

Stock-based compensation expense (3)

 

 

862

 

 

925

 

 

720

Non-recurring cash bonuses (4)

 

 

 —

 

 

1,679

 

 

 —

Loss on disposal of assets

 

 

213

 

 

 3

 

 

76

Adjusted EBITDA

 

$

35,147

 

$

21,923

 

$

34,879


(1)Federal and state income taxes.

 

(2)Represents stock-based compensation expense related to restricted stock awards with one-year vesting of $588 in the three months ended March 31, 2018 that were granted to certain employees and consultants in connection with the IPO.

 

(3)Represents stock-based compensation expense related to restricted stock awards of $862, $925 and $720 in the three months ended March 31, 2019 and 2018.

 

(4)Certain performance-based cash awards paid in connection with the purchase of Railtronix upon the achievement of certain financial milestones.

 

 


 

SOLARIS OILFIELD INFRASTRUCTURE, INC AND SUBSIDIARIES

 

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION — ADJUSTED PRO FORMA NET INCOME AND ADJUSTED PRO FORMA EARNINGS PER FULLY DILUTED SHARE

 

(In thousands)

 

(Unaudited)

 

Adjusted pro forma net income represents net income attributable to Solaris assuming the full exchange of all outstanding membership interests in Solaris LLC not held by Solaris Oilfield Infrastructure, Inc. for shares of Class A common stock, adjusted for certain non-recurring items that the Company doesn't believe directly reflect its core operations and may not be indicative of ongoing business operations. Adjusted pro forma earnings per fully diluted share is calculated by dividing adjusted pro forma net income by the weighted-average shares of Class A common stock outstanding, assuming the full exchange of all outstanding Solaris LLC Units, after giving effect to the dilutive effect of outstanding equity-based awards.

 

When used in conjunction with GAAP financial measures, adjusted pro forma net income and adjusted pro forma earnings per fully diluted share are supplemental measures of operating performance that the Company believes are useful measures to evaluate performance period over period and relative to its competitors. By assuming the full exchange of all outstanding Solaris LLC Units, the Company believes these measures facilitate comparisons with other companies that have different organizational and tax structures, as well as comparisons period over period because it eliminates the effect of any changes in net income attributable to Solaris as a result of increases in its ownership of Solaris LLC, which are unrelated to the Company's operating performance, and excludes items that are non-recurring or may not be indicative of ongoing operating performance.

 

Adjusted pro forma net income and adjusted pro forma earnings per fully diluted share are not necessarily comparable to similarly titled measures used by other companies due to different methods of calculation. Presentation of adjusted pro forma net income and adjusted pro forma earnings per fully diluted share should not be considered alternatives to net income and earnings per share, as determined under GAAP. While these measures are useful in evaluating the Company's performance, it does not account for the earnings attributable to the non-controlling interest holders and therefore does not provide a complete understanding of the net income attributable to Solaris. Adjusted pro forma net income and adjusted pro forma earnings per fully diluted share should be evaluated in conjunction with GAAP financial results. A reconciliation of adjusted pro forma net income to net income attributable to Solaris, the most directly comparable GAAP measure, and the computation of adjusted pro forma earnings per fully diluted share are set forth below.

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

 

March 31, 

 

December 31,

 

 

2019

 

2018

 

2018

Numerator:

 

 

 

 

 

 

 

 

 

Net income attributable to Solaris

 

$

12,317

 

$

5,930

 

$

12,885

Adjustments:

 

 

 

 

 

 

 

 

 

Reallocation of net income attributable to non-controlling interests from the assumed exchange of LLC Interests(1)

 

 

11,118

 

 

7,485

 

 

11,767

IPO bonuses (2)

 

 

 —

 

 

588

 

 

 —

Non-recurring cash bonuses (3)

 

 

 —

 

 

1,679

 

 

 —

Loss on disposal of assets

 

 

213

 

 

 3

 

 

76

Income tax expense

 

 

(2,036)

 

 

(1,235)

 

 

(3,128)

Adjusted pro forma net income

 

$

21,612

 

$

14,450

 

$

21,600

Denominator:

 

 

 

 

 

 

 

 

 

Weighted average shares of Class A common stock outstanding - diluted

 

 

28,115

 

 

24,073

 

 

27,162

Adjustments:

 

 

 

 

 

 

 

 

 

Assumed exchange of Solaris LLC Units for shares of Class A common stock (1)

 

 

19,165

 

 

23,202

 

 

20,742

Adjusted pro forma fully weighted average shares of Class A common stock outstanding - diluted

 

 

47,280

 

 

47,275

 

 

47,904

Adjusted pro forma earnings per share - diluted

 

$

0.46

 

$

0.31

 

$

0.45

 

(1)

Assumes the exchange of all outstanding Solaris LLC Units for shares of Class A common stock at the beginning of the relevant reporting period, resulting in the elimination of the non-controlling interest and recognition of the net income attributable to non-controlling interests.

 

(2)

Represents stock-based compensation expense related to restricted stock awards with one-year vesting of $588 in the three months ended March 31, 2018 that were granted to certain employees and consultants in connection with the IPO.

 


 

(3)

Certain performance-based cash awards paid in connection with the purchase of Railtronix upon the achievement of certain financial milestones.

 

 

 

Contacts:

 

Yvonne Fletcher

Senior Vice President, Finance and Investor Relations

(281) 501-3070

IR@solarisoilfield.com