UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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SOLARIS OILFIELD INFRASTRUCTURE, INC.
TABLE OF CONTENTS
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Management’s Discussion and Analysis of Financial Condition and Results of Operations | 17 | |
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Quarterly Report”) includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Statements that are predictive in nature, that depend upon or refer to future events or conditions or that include the words “believe,” “expect,” “anticipate,” “intend,” “estimate” and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters identify forward-looking statements. Our forward-looking statements include statements about our business strategy, our industry, our future profitability, our expected capital expenditures and the impact of such expenditures on our performance, management changes, current and potential future long-term contracts, the costs of being a publicly traded corporation, our capital programs and our future business and financial performance. In addition, our forward-looking statements address the various risks and uncertainties associated with extraordinary market environments and the expected impact on our businesses, results of operations, and earnings.
A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. We believe that we have chosen these assumptions or bases in good faith and that they are reasonable. You are cautioned not to place undue reliance on any forward-looking statements. You should also understand that it is not possible to predict or identify all such factors and should not consider the following list to be a complete statement of all potential risks and uncertainties. Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include:
● | the level of domestic capital spending and access to capital markets by the oil and natural gas industry and uncertainty regarding the future actions of oil producers, including the members of the Organization of the Petroleum Exporting Countries and Russia; |
● | developments and uncertainty in the global economy and the resulting impacts to the demand and supply for crude oil and natural gas or volatility of oil and natural gas prices, and therefore the demand for the services we provide and the commercial opportunities available to us; |
● | geopolitical risks, including the war in Ukraine, which could affect the stability and continued recovery of oil and gas markets; |
● | consolidation amongst current or potential customers that could affect demand for our products and services; |
● | inflationary risks, rising interest rates, central bank policy, bank failures and associated liquidity risks and supply chain constraints, including changes in market price and availability of materials and labor; |
● | significant changes in the transportation industries or fluctuations in transportation costs or the availability or reliability of transportation that service our business; |
● | large or multiple customer defaults, including defaults resulting from actual or potential insolvencies; |
● | technological advancements in well completion technologies and our ability to expand our product and service offerings; |
● | competitive conditions in our industry; |
● | inability to fully protect our intellectual property rights; |
● | actions taken by our customers, competitors and third-party operators; |
● | changes in the availability and cost of capital; |
● | our ability to successfully implement our business strategy; |
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● | increases in tax rates or the enactment of taxes that specifically impact exploration and production operations resulting in an increase in the amount of taxes owed by us; |
● | the effects of existing and future laws, rulings, governmental regulations and accounting standards and statements (or the interpretation thereof) on us and our customers; |
● | cyber-attacks targeting systems and infrastructure used by the oil and natural gas industry; |
● | the effects of future litigation; |
● | credit markets; |
● | business acquisitions; |
● | natural or man-made disasters and other external events that may disrupt our manufacturing operations; |
● | uncertainty regarding our future operating results; and |
● | plans, objectives, expectations and intentions contained in this Quarterly Report that are not historical. |
All forward-looking statements speak only as of the date of this Quarterly Report. You should not place undue reliance on our forward-looking statements. Although forward-looking statements reflect our good faith beliefs at the time they are made, forward-looking statements involve known and unknown risks, uncertainties and other factors, including the factors described under Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022, this Quarterly Report and in our other filings with the United States Securities and Exchange Commission (the “SEC”), which may cause our actual results, performance or achievements to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, unless required by law.
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PART 1: FINANCIAL INFORMATION
Item 1: Financial Statements
SOLARIS OILFIELD INFRASTRUCTURE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
(Unaudited)
| June 30, | December 31, | ||||
2023 | 2022 | |||||
Assets |
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Current assets: |
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Cash and cash equivalents | $ | | $ | | ||
Accounts receivable, net of allowances for credit losses of $ |
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Accounts receivable - related party | | | ||||
Prepaid expenses and other current assets |
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Inventories |
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Total current assets |
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Property, plant and equipment, net |
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Non-current inventories | | | ||||
Operating lease right-of-use assets | | | ||||
Goodwill |
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Intangible assets, net |
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Deferred tax assets | | | ||||
Other assets |
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Total assets | $ | | $ | | ||
Liabilities and Stockholders' Equity |
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Current liabilities: |
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Accounts payable | $ | | $ | | ||
Accrued liabilities |
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Current portion of payables related to Tax Receivable Agreement | — | | ||||
Current portion of operating lease liabilities | | | ||||
Current portion of finance lease liabilities |
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Other current liabilities | | | ||||
Total current liabilities |
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Operating lease liabilities, net of current | | | ||||
Borrowings under the credit agreement | | | ||||
Finance lease liabilities, net of current |
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Payables related to Tax Receivable Agreement | | | ||||
Other long-term liabilities | | | ||||
Total liabilities |
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Commitments and contingencies (Note 8) |
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Stockholders' equity: |
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Preferred stock, $ | ||||||
Class A common stock, $ | | | ||||
Class B common stock, $ | ||||||
Additional paid-in capital | | | ||||
Retained earnings |
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Total stockholders' equity attributable to Solaris |
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Non-controlling interest | | | ||||
Total stockholders' equity | | | ||||
Total liabilities and stockholders' equity | $ | | $ | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
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SOLARIS OILFIELD INFRASTRUCTURE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
Three Months Ended | Six Months Ended | |||||||||||
June 30, | June 30, | |||||||||||
| 2023 |
| 2022 |
| 2023 |
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Revenue |
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Revenue - related parties | | | | | ||||||||
Total revenue | | | | | ||||||||
Operating costs and expenses: |
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Cost of services (excluding depreciation) | | | | | ||||||||
Depreciation and amortization |
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Property tax contingency | — | | — | | ||||||||
Selling, general and administrative |
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Other operating income | ( | ( | ( | ( | ||||||||
Total operating costs and expenses |
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Operating income |
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Interest expense, net |
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Total other expense |
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Income before income tax expense |
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Income tax expense |
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Net income | | | | | ||||||||
Less: net income related to non-controlling interests | ( | ( | ( | ( | ||||||||
Net income attributable to Solaris | $ | | $ | | $ | | $ | | ||||
Income per share of Class A common stock – basic | $ | | $ | | $ | | $ | | ||||
Income per share of Class A common stock – diluted | $ | | $ | | $ | | $ | | ||||
Basic weighted-average shares of Class A common stock outstanding | | | | | ||||||||
Diluted weighted-average shares of Class A common stock outstanding | | | | |
]
The accompanying notes are an integral part of these condensed consolidated financial statements.
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SOLARIS OILFIELD INFRASTRUCTURE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(In thousands)
(Unaudited)
Six Months Ended June 30, 2023 | |||||||||||||||||||||||||||
Class A | Class B | Additional | Non- | Total | |||||||||||||||||||||||
Common Stock | Common Stock | Paid-in | Retained | Treasury Stock | controlling | Stockholders' | |||||||||||||||||||||
| Shares |
| Amount |
| Shares |
| Amount |
| Capital |
| Earnings |
| Shares |
| Amount |
| Interest |
| Equity | ||||||||
Balance at January 1, 2023 | | | | — | | | — | — | | | |||||||||||||||||
Net effect of deferred tax asset and payables related to the stock repurchase and the vesting of restricted stock | — | — | — | — | | — | — | — | — | | |||||||||||||||||
Share and unit repurchases and retirements | ( | ( | — | — | ( | ( | — | — | ( | ( | |||||||||||||||||
Stock-based compensation | — | — | — | — | | — | — | — | | | |||||||||||||||||
Vesting of restricted stock | | | — | — | | — | — | — | ( | — | |||||||||||||||||
Cancelled shares withheld for taxes from RSU vesting | ( | ( | — | — | ( | ( | — | — | ( | ( | |||||||||||||||||
Unitholder Distributions | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||
Dividends paid ($ | — | — | — | — | — | ( | — | — | — | ( | |||||||||||||||||
Net income | — | — | — | — | — | | — | — | | | |||||||||||||||||
Balance at March 31, 2023 | | $ | | | $ | — | $ | | $ | | — | $ | — | $ | | $ | | ||||||||||
Share and unit repurchases and retirements | ( | ( | — | — | ( | ( | — | — | ( | ( | |||||||||||||||||
Stock-based compensation | — | — | — | — | | — | — | — | | | |||||||||||||||||
Vesting of restricted stock | | | — | — | | — | — | — | ( | - | |||||||||||||||||
Cancelled shares withheld for taxes from RSU vesting | ( | ( | — | — | ( | ( | — | — | ( | ( | |||||||||||||||||
Unitholder Distributions | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||
Dividends paid ($ | — | — | — | — | — | ( | — | — | — | ( | |||||||||||||||||
Net income | — | — | — | — | — | | — | — | | | |||||||||||||||||
Balance at June 30, 2023 | | $ | | | $ | — | $ | | $ | | — | $ | — | $ | | $ | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
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SOLARIS OILFIELD INFRASTRUCTURE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(In thousands)
(Unaudited)
Six Months Ended June 30, 2022 | |||||||||||||||||||||||||||
Class A | Class B | Additional | Non- | Total | |||||||||||||||||||||||
Common Stock | Common Stock | Paid-in | Retained | Treasury Stock | controlling | Stockholders' | |||||||||||||||||||||
| Shares |
| Amount |
| Shares |
| Amount |
| Capital |
| Earnings |
| Shares |
| Amount |
| Interest |
| Equity | ||||||||
Balance at January 1, 2022 | | $ | | | $ | — | $ | | $ | | — | $ | — | $ | | $ | | ||||||||||
Net effect of deferred tax asset and payables related to the vesting of restricted stock | — | — | — | — | | — | — | — | — | | |||||||||||||||||
Stock-based compensation | — | — | — | — | | — | — | — | | | |||||||||||||||||
Vesting of restricted stock | | | — | — | | — | — | — | ( | — | |||||||||||||||||
Cancelled shares withheld for taxes from RSU vesting | ( | ( | — | — | ( | ( | — | — | ( | ( | |||||||||||||||||
Unitholder Distributions | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||
Dividends paid ($ | — | — | — | — | — | ( | — | — | — | ( | |||||||||||||||||
Net income | — | — | — | — | — | | — | — | | | |||||||||||||||||
Balance at March 31, 2022 | | | | — | | | — | — | | | |||||||||||||||||
Exchange of Solaris LLC Units and shares of Class B common stock for shares of Class A common stock | | | ( | — | | — | — | — | ( | — | |||||||||||||||||
Net effect of deferred tax asset and payables related to Tax Receivable Agreement from the exchange of Solaris LLC Units and shares of Class B common stock for shares of Class A common stock and the vesting of restricted stock | — | — | — | — | ( | — | — | — | — | ( | |||||||||||||||||
Stock-based compensation | — | — | — | — | | — | — | — | | | |||||||||||||||||
Vesting of restricted stock | | — | — | — | | — | — | — | ( | — | |||||||||||||||||
Cancelled shares withheld for taxes from RSU vesting | ( | — | — | — | ( | ( | — | — | ( | ( | |||||||||||||||||
Solaris LLC distribution paid to Solaris LLC unitholders (other than Solaris Inc.) at $ | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||
Dividends paid ($ | — | — | — | — | — | ( | — | — | — | ( | |||||||||||||||||
Net income | — | — | — | — | — | | — | — | | | |||||||||||||||||
Balance at June 30, 2022 | | $ | | | $ | — | $ | | $ | | — | $ | — | $ | | $ | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
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SOLARIS OILFIELD INFRASTRUCTURE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
For the Six Months Ended | ||||||
June 30, | ||||||
| 2023 |
| 2022 | |||
Cash flows from operating activities: |
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Net income |
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Adjustment to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization |
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Property tax contingency | — | | ||||
Gain on disposal of assets |
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Allowance for credit losses | ( | ( | ||||
Stock-based compensation |
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Amortization of debt issuance costs |
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Deferred income tax expense | | | ||||
Change in payables related to parties pursuant to Tax Receivable Agreement | — | ( | ||||
Other | ( | ( | ||||
Changes in operating assets and liabilities: |
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Accounts receivable |
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Accounts receivable - related party | ( | ( | ||||
Prepaid expenses and other assets |
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Inventories |
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Accounts payable |
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Accrued liabilities |
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Payments pursuant to tax receivable agreement | ( | — | ||||
Net cash provided by operating activities |
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Cash flows from investing activities: |
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Investment in property, plant and equipment |
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Cash received from insurance proceeds | | | ||||
Proceeds from disposal of assets | | | ||||
Net cash used in investing activities |
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Cash flows from financing activities: |
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Share repurchases | ( | — | ||||
Distribution to unitholders (includes distribution of $ | ( | ( | ||||
Dividend paid to Class A common stock shareholders | ( | ( | ||||
Borrowings under the credit agreement | | — | ||||
Payments under finance leases |
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Payments under insurance premium financing |
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Payments related to debt issuance cost | ( | ( | ||||
Payments for shares withheld for taxes from RSU vesting and cancelled | ( | ( | ||||
Net cash used in financing activities |
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Net increase (decrease) in cash |
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Cash at beginning of period |
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Cash at end of period |
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Non-cash activities |
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Investing: |
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Capitalized depreciation in property, plant and equipment |
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Capitalized stock based compensation | | | ||||
Property and equipment additions incurred but not paid at period-end | | | ||||
Property, plant and equipment additions transferred from inventory | | | ||||
Additions to fixed assets through finance leases | | | ||||
Financing: | ||||||
Insurance premium financing | | | ||||
Cash paid for: |
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Interest |
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Income Taxes | | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
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SOLARIS OILFIELD INFRASTRUCTURE, INC.
Notes to the Condensed Consolidated Financial Statements
(Dollars in millions, except share data)
1. Organization and Background of Business
Description of Business
We design and manufacture specialized equipment, which combined with field technician support, last mile logistics services and our software solutions, enables us to provide a service offering that helps oil and natural gas operators and their suppliers drive efficiencies that reduce operational footprint and costs during the completion phase of well development. Our equipment and services are deployed across active oil and natural gas basins in the United States.
2. Summary of Significant Accounting Policies
Basis of Presentation and Consolidation
Solaris Oilfield Infrastructure, Inc. (either individually or together with its subsidiaries, as the context requires “Solaris Inc.” or the “Company”) is the managing member of Solaris Oilfield Infrastructure, LLC (“Solaris LLC”) and is responsible for all operational, management and administrative decisions relating to Solaris LLC’s business. Solaris Inc. consolidates the financial results of Solaris LLC and its subsidiaries and reports non-controlling interest related to the portion of the units in Solaris LLC (the “Solaris LLC Units”) not owned by Solaris Inc., which will reduce net income attributable to the holders of Solaris Inc.’s Class A common stock.
The accompanying interim unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). These financial statements reflect all normal recurring adjustments that are necessary for fair presentation. Operating results for the three and six months ended June 30, 2023 and 2022 are not necessarily indicative of the results that may be expected for the full year or for any interim period.
The unaudited interim condensed consolidated financial statements do not include all information or notes required by GAAP for annual financial statements and should be read together with Solaris Inc.’s Annual Report on Form 10-K for the year ended December 31, 2022 and notes thereto.
All material intercompany transactions and balances have been eliminated upon consolidation.
Use of Estimates
The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
The most significant estimates are related to stock-based compensation, useful lives and salvage values of long-lived assets, future cash flows associated with goodwill and long-lived asset impairment evaluations, net realizable value of inventory, income taxes, Tax Receivable Agreement liability, collectability of accounts receivable and estimates of allowance for credit losses and determination of the present value of lease payments and right-of-use assets.
Revenue Recognition
The Company recognizes revenue in accordance with ASC Topic 606, Revenues from Contracts with Customers (“ASC Topic 606”). Under ASC Topic 606, revenue recognition is based on the transfer of control, or the customer’s
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ability to benefit from our services and products in an amount that reflects the consideration expected to be received in exchange for those services and products.
The majority of our contracts contain multiple performance obligations, such as work orders containing a combination of equipment, last mile logistics services, and labor services. We allocate the transaction price to each performance obligation identified in the contract based on relative stand-alone selling prices, or estimates of such prices, and recognize the related revenue as control of each individual product or service is transferred to the customer, in satisfaction of the corresponding performance obligations. We measure progress using an input method based on resources consumed or expended relative to the total resources expected to be consumed or expended. We assess our customers’ ability and intention to pay, which is based on a variety of factors including historical payment experience and financial condition and we typically charge our customers on a weekly or monthly basis. Contracts with customers are typically on thirty- to sixty-day payment terms.
Disaggregation of Revenue
The following table summarizes revenues from our contracts disaggregated by revenue generating activity contained therein for the three and six months ended June 30, 2023 and 2022:
Three Months Ended | Six Months Ended | |||||||||||
June 30, | June 30, | |||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||
Wellsite services | $ | | $ | | $ | | $ | | ||||
Transloading and Other | | | | | ||||||||
Total revenue | $ | | $ | | $ | | $ | |
Recently Issued Accounting Standards
In March 2020, the Financial Accounting Standards Board issued ASU No. 2020-04, Reference Rate Reform, which provided temporary optional guidance to companies impacted by the transition away from the London Interbank Offered Rate (“LIBOR”). The guidance provided certain expedients and exceptions to applying GAAP in order to lessen the potential accounting burden when contracts, hedging relationships, and other transactions that reference LIBOR as a benchmark rate are modified. The original guidance expired on December 31, 2022, and ASU No. 2022-06 extended the effective date of the guidance to December 31, 2024. As described more fully in Note 6. “Income Taxes,” the Tax Receivable Agreement was amended on June 27, 2023, to replace the references to LIBOR.
3. Property, Plant and Equipment
Property, plant and equipment are stated at cost. We manufacture or construct most of our systems. During the manufacturing of these assets, they are reflected as systems in process until complete. Modifications to existing systems,
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including the expenditures for upgrades and enhancements that result in additional functionality, increased efficiency, or the extension of the estimated useful life, are capitalized. Property, plant and equipment consists of the following:
| June 30, |
| December 31, | |||
| 2023 |
| 2022 | |||
Systems and related equipment | $ | | $ | | ||
Systems in process | |
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Computer hardware and software |
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Machinery and equipment |
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Vehicles |
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Buildings |
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Land |
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Furniture and fixtures |