UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period endedJune 30, ~~2021~~2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-38090

SOLARIS OILFIELD INFRASTRUCTURE, INC.

(Exact name of registrant as specified in its charter)


Delaware	81-5223109
(State or other jurisdiction of incorporation or organization)	(I.R.S. 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)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.01 par value	“SOI”	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒☐
		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. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~August 3, 2021,~~July 28, 2022, the registrant had ~~31,862,999~~32,901,483 shares of Class A common stock, $0.01 par value per share, and ~~13,818,517~~13,671,971 shares of Class B common stock, $0.00 par value per share, outstanding.

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SOLARIS OILFIELD INFRASTRUCTURE, INC.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (the “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, expected capital expenditures and the impact of such expenditures on our performance, management changes, current and potential future long-term contracts and our future business and financial performance. In addition, our forward-looking statements address the various risks and uncertainties associated with the extraordinary market environment and impacts resulting from both the coronavirus 2019 (“COVID-19”) pandemic and the continued volatility in global oil markets, and the expected impact of these events on our businesses, operations, earnings and results.

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 ~~the risk that they take actions that will prolong or exacerbate the current over-supply of crude oil;~~Russia;

●

developments and uncertainty in the global economy ~~as well as the public health crisis related to the COVID-19 pandemic,~~ and the resulting impacts to the demand and supply for crude oil and natural gas or volatility of oil and natural gas ~~prices;~~

●

~~operational challenges relating to the COVID-19 pandemic, distribution and administration of the COVID-19 vaccines and efforts to mitigate the impact and spread of the virus;~~

●

~~uncertainty regarding the timing, pace and extent of an economic recovery in the United States and elsewhere, which in turn will likely affect demand for crude oil~~prices, and therefore the demand for the ~~services~~service 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 and supply chain constraints, including changes in market price and availability of materials;

●

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;

●

~~significant changes in the transportation industries or fluctuations in transportation costs or the availability or reliability of transportation that service our business;~~

●

changes in the availability and cost of capital;

●

our ability to successfully implement our business strategy;

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●

changes in our tax status;

●

~~changes in market price and availability of materials;~~

●

the effects of existing and future laws, ~~and~~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;

●

~~the impact of current and future laws, rulings, governmental regulations, accounting standards and statements, and related interpretations;~~ 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 Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, 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 share and per share amounts)

(Unaudited)


	June 30,		December 31,		June 30,		December 31,
	2021		2020		2022		2021
Assets
Current assets:
Cash and cash equivalents	$	46,276	$	60,366	$	15,351	$	36,497
Accounts receivable, net of allowances for credit losses of $920 and $1,099, respectively		31,341		18,243
Accounts receivable, net of allowances for credit losses of $388 and $746, respectively						66,854		33,120
Prepaid expenses and other current assets		3,813		2,169		6,422		9,797
Inventories		1,939		954		4,317		1,654
Total current assets		83,369		81,732		92,944		81,068
Property, plant and equipment, net		241,048		245,884		267,816		240,091
Non-current inventories		2,882		3,318		2,412		2,676
Operating lease right-of-use assets		4,449		4,708		3,908		4,182
Goodwill		13,004		13,004		13,004		13,004
Intangible assets, net		2,593		2,982		1,814		2,203
Deferred tax assets		63,842		59,805		60,198		62,942
Other assets		381		463		324		57
Total assets	$	411,568	$	411,896	$	442,420	$	406,223
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	14,145	$	6,863	$	24,319	$	9,927
Accrued liabilities		12,006		11,986		29,890		16,918
Current portion of payables related to Tax Receivable Agreement		606		606		1,210		1,210
Current portion of operating lease liabilities		693		647		742		717
Current portion of finance lease liabilities		30		30		556		31
Other current liabilities		813		75		1,827		496
Total current liabilities		28,293		20,207		58,544		29,299
Operating lease liabilities, net of current		6,981		7,419		6,239		6,702
Finance lease liabilities, net of current		85		100		1,244		70
Payables related to Tax Receivable Agreement		72,908		68,097		71,422		71,892
Other long-term liabilities		587		594		376		384
Total liabilities		108,854		96,417		137,825		108,347
Commitments and contingencies (Note 8)
Stockholders' equity:
Preferred stock, $0.01 par value, 50,000 shares authorized, NaN issued and outstanding		—		—		—		—
Class A common stock, $0.01 par value, 600,000 shares authorized, 30,984 shares issued and outstanding as of June 30, 2021 and 28,943 shares issued and outstanding as of December 31, 2020		310		290
Class B common stock, $0.00 par value, 180,000 shares authorized, 13,820 shares issued and outstanding as of June 30, 2021 and 15,685 issued and outstanding as of December 31, 2020		—		—
Class A common stock, $0.01 par value, 600,000 shares authorized, 31,517 shares issued and outstanding as of June 30, 2022 and 31,146 shares issued and outstanding as of December 31, 2021						315		312
Class B common stock, $0.00 par value, 180,000 shares authorized, 13,674 shares issued and outstanding as of June 30, 2022 and 13,770 issued and outstanding as of December 31, 2021						—		—
Additional paid-in capital		194,690		180,415		200,354		196,912
Retained earnings		11,137		20,549		7,601		5,925
Total stockholders' equity attributable to Solaris		206,137		201,254		208,270		203,149
Non-controlling interest		96,577		114,225		96,325		94,727
Total stockholders' equity		302,714		315,479		304,595		297,876
Total liabilities and stockholders' equity	$	411,568	$	411,896	$	442,420	$	406,223

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 share and per share amounts)

(Unaudited)

Three Months Ended

Six Months Ended

June 30,

June 30,


2021

2020

2021

2020
Revenue:








System rental

$
14,323

$
5,463

$
27,971

$
31,522
System services

20,616

3,419

35,326

24,376
Transloading services

38

264

152

729
Inventory software services

202

192

399

542
Total revenue

35,179

9,339

63,848

57,169

Operating costs and expenses:








Cost of system rental (excluding $6,187 and $6,034 and $12,328 and $12,035 of depreciation and amortization for the three and six months ended June 30, 2021 and 2020, respectively, shown separately) (1)

1,556

823

3,164

2,836
Cost of system services (excluding $188 and $274 and $362 and $631 of depreciation and amortization for the three and six months ended June 30, 2021 and 2020, respectively, shown separately) (1)

23,282

6,013

40,534

30,143
Cost of transloading services (excluding $0 and $0 and $0 and $411 of depreciation and amortization for the three and six months ended June 30, 2021 and 2020, respectively, shown separately) (1)

197

202

441

540
Cost of inventory software services (excluding $195 and $191 and $390 and $384 of depreciation and amortization for the three and six months ended June 30, 2021 and 2020, respectively, shown separately) (1)

100

122

202

267
Depreciation and amortization

6,752

6,671

13,445

13,785
Selling, general and administrative (excluding $182 and $172 and $365 and $324 of depreciation and amortization for the three and six months ended June 30, 2021 and 2020, respectively, shown separately) (1)

4,964

3,967

9,570

8,373
Impairment losses

—

—

—

47,828
Other operating expenses

360

2,274

613

3,472
Total operating costs and expenses

37,211

20,072

67,969

107,244
Operating loss

(2,032)

(10,733)

(4,121)

(50,075)
Interest income (expense), net

(55)

(35)

(104)

76
Total other expense (income)

(55)

(35)

(104)

76
Loss before income tax expense

(2,087)

(10,768)

(4,225)

(49,999)
Benefit for income taxes

217

1,272

430

7,350
Net loss

(1,870)

(9,496)

(3,795)

(42,649)
Less: net loss related to non-controlling interests

659

3,956

1,415

18,026
Net loss attributable to Solaris

$
(1,211)

$
(5,540)

$
(2,380)

$
(24,623)

Loss per share of Class A common stock – basic

$
(0.04)

$
(0.20)

$
(0.08)

$
(0.85)
Loss per share of Class A common stock – diluted

$
(0.04)

$
(0.20)

$
(0.08)

$
(0.85)

Basic weighted-average shares of Class A common stock outstanding

30,984

28,638

30,473

28,975
Diluted weighted-average shares of Class A common stock outstanding

30,984

28,638

30,473

28,975


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021

Revenue		86,711		35,179		143,626		63,848

Operating costs and expenses:
Cost of services (exclusive of depreciation)		61,237		25,135		98,908		44,341
Depreciation and amortization		7,132		6,752		14,061		13,445
Property tax contingency		3,072		—		3,072		—
Selling, general and administrative		6,062		4,964		11,273		9,570
Other operating (income) expense		(1,114)		360		(1,423)		613
Total operating costs and expenses		76,389		37,211		125,891		67,969
Operating income (loss)		10,322		(2,032)		17,735		(4,121)
Interest expense, net		(88)		(55)		(167)		(104)
Total other expense		(88)		(55)		(167)		(104)
Income (loss) before income tax expense		10,234		(2,087)		17,568		(4,225)
Income tax (expense) benefit		(1,945)		217		(3,557)		430
Net income (loss)		8,289		(1,870)		14,011		(3,795)
Less: net (income) loss related to non-controlling interests		(2,836)		659		(5,056)		1,415
Net income (loss) attributable to Solaris	$	5,453	$	(1,211)	$	8,955	$	(2,380)

Income (loss) per share of Class A common stock – basic	$	0.16	$	(0.04)	$	0.27	$	(0.08)
Income (loss) per share of Class A common stock – diluted	$	0.16	$	(0.04)	$	0.27	$	(0.08)

Basic weighted-average shares of Class A common stock outstanding		31,432		30,984		31,337		30,473
Diluted weighted-average shares of Class A common stock outstanding		31,432		30,984		31,337		30,473

~~(1)The condensed consolidated statements of operations include stock-based compensation expense as follows:~~

Cost of system rental

$
7

$
18

$
12

$
31
Cost of system services

88

73

260

273
Cost of transloading services

4

4

13

7
Selling, general and administrative

1,254

1,231

2,267

2,345
Stock-based compensation expense

$
1,353

$
1,326

$
2,552

$
2,656

]

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	31,146	$	312	13,770	$	—	$	196,912	$	5,925	—	$	—	$	94,727	$	297,876
Net effect of deferred tax asset and payables related to the vesting of restricted stock	—		—	—		—		610		—	—		—		—		610
Stock-based compensation	—		—	—		—		1,188		—	—		—		520		1,708
Vesting of restricted stock	366		3	—		—		574		—	—		—		(577)		—
Cancelled shares withheld for taxes from RSU vesting	(96)		(1)	—		—		(302)		(388)	—		—		(299)		(990)
Solaris LLC distribution paid to Solaris LLC unitholders (other than Solaris Inc.) at $0.105 per Solaris LLC Unit	—		—	—		—		—		—	—		—		(1,446)		(1,446)
Dividends paid ($0.105 per share of Class A common stock)	—		—	—		—		—		(3,441)	—		—		—		(3,441)
Net income	—		—	—		—		—		3,502	—		—		2,220		5,722
Balance at March 31, 2022	31,416		314	13,770		—		198,982		5,598	—		—		95,145		300,039
Exchange of Solaris LLC Units and shares of Class B common stock for shares of Class A common stock	96		1	(96)		—		683		—	—		—		(684)		—
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	—		—	—		—		(437)		—	—		—		—		(437)
Stock-based compensation	—		—	—		—		1,121		—	—		—		490		1,611
Vesting of restricted stock	7		—	—		—		9		—	—		—		(9)		—
Cancelled shares withheld for taxes from RSU vesting	(2)		—	—		—		(4)		(6)	—		—		(7)		(17)
Solaris LLC distribution paid to Solaris LLC unitholders (other than Solaris Inc.) at $0.105 per Solaris LLC Unit	—		—	—		—		—		—	—		—		(1,446)		(1,446)
Dividends paid ($0.105 per share of Class A common stock)	—		—	—		—		—		(3,444)	—		—		—		(3,444)
Net income	—		—	—		—		—		5,453	—		—		2,836		8,289
Balance at June 30, 2022	31,517	$	315	13,674	$	—	$	200,354	$	7,601	—	$	—	$	96,325	$	304,595

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Six Months Ended June 30, 2021

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, 2021

28,943

$
290

15,685

$
—

$
180,415

$
20,549

—

$
—

$
114,225

$
315,479
Exchange of Solaris LLC Units and shares of Class B common stock for shares of Class A common stock

1,865

19

(1,865)

—

13,526

—

—

—

(13,545)

—
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

—

—

—

—

(1,184)

—

—

—

—

(1,184)
Stock option exercises

4

—

—

—

18

—

—

—

(6)

12
Stock-based compensation

—

—

—

—

854

—

—

—

418

1,272
Vesting of restricted stock

223

2

—

—

407

—

—

—

(409)

—
Cancelled shares withheld for taxes from RSU vesting

(57)

(1)

—

—

(146)

(319)

—

—

(207)

(673)
Solaris LLC distribution paid to Solaris LLC unitholders (other than Solaris Inc.) at $0.105 per Solaris LLC Unit

—

—

—

—

—

—

—

—

(1,451)

(1,451)
Dividends paid ($0.105 per share of Class A common stock)

—

—

—

—

—

(3,346)

—

—

—

(3,346)
Net loss

—

—

—

—

—

(1,169)

—

—

(756)

(1,925)
Balance at March 31, 2021

30,978

310

13,820

—

193,890

15,715

—

—

98,269

308,184
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

—

—

—

—

(198)

—

—

—

—

(198)
Stock-based compensation

—

—

—

—

989

—

—

—

442

1,431
Vesting of restricted stock

8

—

—

—

15

—

—

—

(15)

—
Cancelled shares withheld for taxes from RSU vesting

(2)

—

—

—

(6)

(21)

—

—

(9)

(36)
Solaris LLC distribution paid to Solaris LLC unitholders (other than Solaris Inc.) at $0.105 per Solaris LLC Unit

—

—

—

—

—

—

—

—

(1,451)

(1,451)
Dividends paid ($0.105 per share of Class A common stock)

—

—

—

—

—

(3,346)

—

—

—

(3,346)
Net loss

—

—

—

—

—

(1,211)

—

—

(659)

(1,870)
Balance at June 30, 2021

30,984

$
310

13,820

$
—

$
194,690

$
11,137

—

$
—

$
96,577

$
302,714

SOLARIS OILFIELD INFRASTRUCTURE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(In thousands)

(Unaudited)


	Six Months Ended June 30, 2020																	Six Months Ended June 30, 2021
	Class A			Class B			Additional							Non-		Total		Class A			Class B			Additional							Non-		Total
	Common Stock			Common Stock			Paid-in		Retained		Treasury Stock			controlling		Stockholders'		Common Stock			Common Stock			Paid-in		Retained		Treasury Stock			controlling		Stockholders'
	Shares	Amount		Shares	Amount		Capital		Earnings		Shares	Amount		Interest		Equity		Shares	Amount		Shares	Amount		Capital		Earnings		Shares	Amount		Interest		Equity
Balance at January 1, 2020	30,765	$	308	15,940	$	—	$	191,843	$	74,222	163	$	(2,526)	$	145,811	$	409,658
Balance at January 1, 2021																		28,943	$	290	15,685	$	—	$	180,415	$	20,549	—	$	—	$	114,225	$	315,479
Exchange of Solaris LLC Units and shares of Class B common stock for shares of Class A common stock	50		1	(50)		—		460		—	—		—		(461)		—	1,865		19	(1,865)		—		13,526		—	—		—		(13,545)		—
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	—		—	—		—		(303)		—	—		—		—		(303)
Stock option exercises	9		—	—		—		66		—	7		(80)		(11)		(25)
Share and unit repurchases and retirements	(2,374)		(24)	—		—		(14,804)		(10,177)	—		—		(1,711)		(26,716)
Stock-based compensation	—		—	—		—		907		—	—		—		492		1,399
Vesting of restricted stock	105		1	—		—		471		—	37		(373)		(473)		(374)
Solaris LLC distribution paid to Solaris LLC unitholders (other than Solaris Inc.) at $0.105 per Solaris LLC Unit	—		—	—		—		—		—	—		—		(1,668)		(1,668)
Dividends paid ($0.105 per share of Class A common stock)	—		—	—		—		—		(3,087)	—		—		—		(3,087)
Treasury stock retirements	—		—	—		—		(1,247)		(1,732)	(207)		2,979		—		—
Net loss	—		—	—		—		—		(19,081)	—		—		(14,071)		(33,152)
Balance at March 31, 2020	28,555		286	15,890		—		177,393		40,145	—		—		127,908		345,732
Exchange of Solaris LLC Units and shares of Class B common stock for shares of Class A common stock	50		1	(50)		—		395		—	—		—		(395)		1
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	—		—	—		—		(310)		—	—		—		—		(310)
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																		—		—	—		—		(1,184)		—	—		—		—		(1,184)
Stock option exercises	7		—	—		—		36		—	—		—		(16)		20	4		—	—		—		18		—	—		—		(6)		12
Stock-based compensation	—		—	—		—		895		—	—		—		497		1,392	—		—	—		—		854		—	—		—		418		1,272
Vesting of restricted stock	80		—	—		—		171		—	—		—		(171)		—	223		2	—		—		407		—	—		—		(409)		—
Cancelled shares withheld for taxes from RSU vesting	(19)		—	—		—		(69)		—	—		—		(38)		(107)	(57)		(1)	—		—		(146)		(319)	—		—		(207)		(673)
Solaris LLC distribution paid to Solaris LLC unitholders (other than Solaris Inc.) at $0.105 per Solaris LLC Unit	—		—	—		—		—		—	—		—		(1,663)		(1,663)	—		—	—		—		—		—	—		—		(1,451)		(1,451)
Dividends paid ($0.105 per share of Class A common stock)	—		—	—		—		—		(3,089)	—		—		—		(3,089)	—		—	—		—		—		(3,346)	—		—		—		(3,346)
Net loss	—		—	—		—		—		(5,540)	—		—		(3,956)		(9,496)	—		—	—		—		—		(1,169)	—		—		(756)		(1,925)
Balance at June 30, 2020	28,673	$	287	15,840	$	—	$	178,511	$	31,516	—	$	—	$	122,166	$	332,480
Balance at March 31, 2021																		30,978		310	13,820		—		193,890		15,715	—		—		98,269		308,184
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																		—		—	—		—		(198)		—	—		—		—		(198)
Stock-based compensation																		—		—	—		—		989		—	—		—		442		1,431
Vesting of restricted stock																		8		—	—		—		15		—	—		—		(15)		—
Cancelled shares withheld for taxes from RSU vesting																		(2)		—	—		—		(6)		(21)	—		—		(9)		(36)
Solaris LLC distribution paid to Solaris LLC unitholders (other than Solaris Inc.) at $0.105 per Solaris LLC Unit																		—		—	—		—		—		—	—		—		(1,451)		(1,451)
Dividends paid ($0.105 per share of Class A common stock)																		—		—	—		—		—		(3,346)	—		—		—		(3,346)
Net loss																		—		—	—		—		—		(1,211)	—		—		(659)		(1,870)
Balance at June 30, 2021																		30,984		310	13,820		—		194,690		11,137	—		—		96,577		302,714

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				For the Six Months Ended
	June 30,				June 30,
	2021		2020		2022		2021
Cash flows from operating activities:
Net loss	$	(3,795)	$	(42,649)
Net income (loss)					$	14,011	$	(3,795)
Adjustment to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		13,445		13,785		14,061		13,445
Loss on disposal of assets		117		1,402
Property tax contingency						3,072		—
(Gain) loss on disposal of assets						(39)		117
Allowance for credit losses		599		1,633		(388)		599
Stock-based compensation		2,552		2,656		3,112		2,552
Amortization of debt issuance costs		88		88		98		88
Deferred income tax benefit		(607)		(7,369)
Impairment losses		—		47,828
Deferred income tax expense (benefit)						3,101		(607)
Change in payables related to parties pursuant to Tax Receivable Agreement						(654)		—
Other		(146)		(145)		(178)		(146)
Changes in operating assets and liabilities:
Accounts receivable		(13,697)		25,760		(33,346)		(13,697)
Prepaid expenses and other assets		(742)		(217)		5,098		(742)
Inventories		(1,085)		(533)		(3,457)		(1,085)
Accounts payable		7,239		147		7,902		7,239
Accrued liabilities		72		(8,063)		10,001		72
Net cash provided by operating activities		4,040		34,323		22,394		4,040
Cash flows from investing activities:
Investment in property, plant and equipment		(7,716)		(1,558)		(32,326)		(7,716)
Cash received from insurance proceeds		6		—		860		6
Proceeds from disposal of assets		40		713		57		40
Net cash used in investing activities		(7,670)		(845)		(31,409)		(7,670)
Cash flows from financing activities:
Share repurchases		—		(26,717)
Distribution and dividend paid to Solaris LLC unitholders (other than Solaris Inc.) and Class A common shareholders		(9,594)		(9,507)		(9,777)		(9,594)
Payments under finance leases		(12)		(18)		(567)		(12)
Payments under insurance premium financing		(164)		—		(422)		(164)
Proceeds from stock option exercises		12		64		—		12
Payments related to debt issuance cost						(358)		—
Payments for shares withheld for taxes from RSU vesting and cancelled		(702)		(96)		(1,007)		(702)
Payments related to purchase of treasury stock		—		(454)
Net cash used in financing activities		(10,460)		(36,728)		(12,131)		(10,460)

Net decrease in cash		(14,090)		(3,250)		(21,146)		(14,090)
Cash at beginning of period		60,366		66,882		36,497		60,366
Cash at end of period	$	46,276	$	63,632	$	15,351	$	46,276

Non-cash activities
Investing:
Capitalized depreciation in property, plant and equipment	$	289	$	316		289		289
Capitalized stock based compensation		151		135		207		151
Property and equipment additions incurred but not paid at period-end		612		6		6,490		612
Property, plant and equipment additions transferred from inventory		536		356		1,058		536
Additions to fixed assets through finance leases						2,267		—
Financing:
Insurance premium financing		738		—		1,331		738
Cash paid for:
Interest		66		66		37		66
Income Taxes		325		813		370		325

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

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, ~~2021~~2022 and ~~2020~~2021 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, ~~2020~~2021 and notes thereto.

All material intercompany transactions and balances have been eliminated upon consolidation.

~~COVID-19 and~~ Global Economic, Geopolitical and Market Conditions

The ~~novel strain~~recent volatility in global markets driven by continued inflation, geopolitical factors and the uncertainty of ~~coronavirus ("COVID-19") has caused,~~a potential global economic slowdown have the potential to disrupt the supply and ~~continues to cause, severe disruptions to the U.S. and global economies, including the~~demand for oil and natural gas ~~industry and~~across the ~~demand for our products and services.~~

globe. The degree to which ~~COVID-19~~these and ~~related~~other events outside of our control adversely ~~impacts~~impact our results will depend on future developments, which are highly uncertain, ~~and~~ cannot be predicted ~~including the~~and are outside of our control. The timing, extent, trajectory and duration of ~~the COVID-19 pandemic, the development, availability and administration of effective treatments and vaccines~~their impacts upon our business and the industry in which we, our customers and vendors operate could impact ~~of the COVID-19 pandemic on the global economy and~~ any subsequent recovery of normal economic and operating conditions.

~~While we expect these matters discussed above will continue to disrupt our operations in some way, the degree of the adverse financial impact cannot be reasonably estimated at this time.~~

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

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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.

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The most significant estimates relate to stock-based compensation, useful lives and salvage values of long-lived assets, future cash flows associated with goodwill and long-lived asset impairment, 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’sability 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, 2022 and 2021:


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021

Wellsite services	$	86.5	$	34.9	$	143.1	$	63.3
Transloading and Other		0.2		0.2		0.5		0.6
Total revenue	$	86.7	$	35.2	$	143.6	$	63.8

Recently Issued Accounting Standards

In March 2020, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2020-04, Reference Rate Reform, which provides temporary optional guidance to companies impacted by the transition away from the London Interbank Offered Rate (“LIBOR”). The guidance provides 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. This guidance is effective upon issuance and expires on December 31, 2022. The Company is currently assessing the impact of the LIBOR transition and this ASU on the Company’s financial statements and any agreements utilizing LIBOR, including the Tax Receivable Agreement, but does not currently expect to have a material impact on our financial statements.

3. Property, Plant and Equipment

Property, plant and equipment are stated at cost. We manufacture or construct most of our systems. During the ~~manufacture~~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,		June 30,		December 31,
	2021		2020		2022		2021
Systems and related equipment	$	302.9	$	299.4	$	326.1	$	306.6
Systems in process		14.8		12.6		35.8		19.9
Computer hardware and software		1.1		1.0		1.4		1.2
Machinery and equipment		5.3		5.3		5.4		5.4
Vehicles		4.3		3.6		8.8		5.6
Buildings		4.4		4.3		4.4		4.4
Land		0.6		0.6		0.6		0.6
Furniture and fixtures		0.4		0.4		0.4		0.4
Property, plant and equipment, gross	$	333.8	$	327.2	$	382.9	$	344.1
Less: accumulated depreciation		(92.8)		(81.3)		(115.1)		(104.0)
Property, plant and equipment, net	$	241.0	$	245.9	$	267.8	$	240.1

4. Debt

On ~~April 26, 2019,~~February 24, 2022, Solaris LLC ~~entered into an~~executed the first amendment (the “2022 Amendment”) to the Amended and Restated Credit Agreement (the ~~“2019 Credit~~“Credit Agreement”), which was originally entered into on April 26, 2019, by and among Solaris LLC, as borrower, each of the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent. The ~~2019~~2022 Amendment extended the maturity date of the Credit Agreement to April 26, 2025 and modified applicable interest rates and repayment requirements.

The Credit Agreement consists of an initial $50.0 revolving loan commitment (the “Loan”) with a $25.0 uncommitted accordion option to increase the Loan availability to $75.0.

~~The term~~ As of the 2019 Credit Agreement expires on April 26, 2022. The 2019 Credit Agreement requires that we prepay any outstanding borrowings under the Loan in the event our total leverage ratio is greater than 1.00 to 1.00 and our consolidated cash balance exceeds $20.0, taking into account certain adjustments. At June 30, ~~2021,~~2022, we had 0 borrowings under the ~~2019~~ Credit Agreement outstanding and ability to draw $50.0.

~~Although there were 0 borrowings outstanding~~Our obligations under the ~~2019~~Loan are generally secured by a pledge of substantially all the assets of Solaris LLC and its subsidiaries, and such obligations are guaranteed by Solaris LLC’s domestic subsidiaries other than Immaterial Subsidiaries (as defined in the Credit Agreement). We have the option to prepay the loans at any time without penalty.

Borrowings under the Credit Agreement, following the 2022 Amendment, bear interest at either Term Secured Overnight Financing Rate (“SOFR”) or an alternate base rate plus an applicable margin, and interest is payable quarterly for alternate base rate loans or the last business day of the interest period applicable to SOFR loans. The applicable margin ranges from 2.75% to 3.50% for SOFR loans and 1.75% to 2.50% ~~for Eurodollar loans and 0.75% to 1.50%~~ for alternate base rate loans, in each case depending on our total leverage ratio. The ~~2019~~ Credit Agreement requires that we pay a quarterly commitment fee on undrawn amounts of the Loan, ranging from 0.375% to 0.5% depending upon the total leverage ratio.

The Credit Agreement requires that we maintain ratios of (i) consolidated EBITDA to interest expense of not less than 2.75 to 1.00, (ii) senior indebtedness to consolidated EBITDA of not more than 2.50 to 1.00 and (iii) the sum of 100% of eligible accounts, inventory and fixed assets to the total revolving exposure of not less than 1.00 to 1.00 when the total leverage ratio is greater than 2.00 to 1.00 and total revolving exposure under the Loan exceeds $3.0. For the purpose of these tests, certain items are subtracted from indebtedness and senior indebtedness. EBITDA, as defined in the Credit Agreement, excludes certain noncash items and any extraordinary, unusual or nonrecurring gains, losses or expenses.

Following the 2022 Amendment, the Credit Agreement also requires that we prepay any outstanding borrowings in the event our total consolidated cash balance exceeds $20.0 on the last business day of every other calendar week, taking into account certain adjustments. Capital expenditures are not restricted unless borrowings under the Loan exceed $5.0 for any 180 consecutive day period, in which case capital expenditures will be permitted up to $100.0 plus any unused availability for capital expenditures from the immediately preceding fiscal year.

As of June 30, 2022, we were in compliance with all covenants under the Credit Agreement.

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~~amounts of the Loan, ranging from 0.25% to 0.375% depending upon the total leverage ratio. We were in compliance with all covenants in accordance with the 2019 Credit Agreement as of June 30, 2021.~~

5. Equity

Dividends

Solaris LLC paid distributions totaling ~~$4.8~~$4.9 and $4.8 to all Solaris LLC unitholders in the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, of which ~~$3.3~~$3.4 and ~~$3.1~~$3.3 was paid to Solaris Inc. Solaris LLC paid distributions totaling ~~$9.6~~$9.7 and ~~$9.5~~$9.6 to all Solaris LLC unitholders in the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, of which ~~$6.7~~ $6.9and ~~$6.2~~$6.7 was paid to Solaris Inc. Solaris Inc. used the proceeds from the distributions to pay quarterly cash dividends to all holders of shares of Class A common stock.

Stock-based compensation

The Company’s long-term incentive plan for employees, directors and consultants (the “LTIP”) provides for the grant of all or any of the following types of equity-based awards: ~~(1)~~(i) incentive stock options qualified as such under United States federal income tax laws; ~~(2)~~(ii) stock options that do not qualify as incentive stock options; ~~(3)~~(iii) stock appreciation rights; ~~(4)~~(iv) restricted stock awards; ~~(5)~~(v) restricted stock units; ~~(6)~~(vi) bonus stock; ~~(7)~~(vii) performance awards; ~~(8)~~(viii) dividend equivalents; ~~(9)~~(ix) other stock-based awards; ~~(10)~~(x) cash awards; and ~~(11)~~(xi) substitute awards.

Subject to adjustment in accordance with the terms of the LTIP, 5,118,080 shares of Solaris Inc.’s Class A common stock have been reserved for issuance pursuant to awards under the LTIP. As of June 30, ~~2021, 2,543,375~~2022, 1,663,671 stock awards were available for grant.

The following table summarizes activity related to restricted stock for the three and six months ended June 30, ~~2021~~2022 and ~~2020:~~2021:


	Restricted Stock Awards		Restricted Stock Awards
	2021	2020	2022	2021
Unvested at January 1,	703,115	627,251	847,315	703,115
Awarded	414,185	386,146	884,983	414,185
Vested	(223,275)	(141,700)	(366,250)	(223,275)
Forfeited	(5,388)	(32,845)	(804)	(5,388)
Unvested at March 31,	888,637	838,852	1,365,244	888,637
Awarded	3,376	10,194	20,902	3,376
Vested	(8,797)	(80,203)	(6,528)	(8,797)
Forfeited	(2,306)	(37,164)	(4,575)	(2,306)
Unvested at June 30,	880,910	731,679	1,375,043	880,910

Of the unvested ~~880,910~~1,375,043 shares of restricted stock, it is expected that ~~121,235~~67,129 shares, ~~386,793~~556,917 shares, ~~238,180~~458,668 shares and ~~134,702~~292,329 shares will vest in ~~2021,~~ 2022, 2023, 2024 and ~~2024,~~2025, respectively, in each case, subject to the applicable vesting terms governing such shares of restricted stock. There was approximately ~~$7.9~~$10.9 of unrecognized compensation expense related to unvested restricted stock as of June 30, ~~2021.~~2022. The unrecognized compensation expense will be recognized over the weighted average remaining vesting period of ~~1.2~~1.4 years.

~~Loss~~Income (Loss) Per Share

Basic ~~loss~~income (loss) per share of Class A common stock is computed by dividing net ~~loss~~income (loss) attributable to Solaris Inc. by the weighted-average number of shares of Class A common stock outstanding during the same period. Diluted ~~loss~~income (loss) per share is computed giving effect to all potentially dilutive shares.

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The following table sets forth the calculation of ~~loss~~income (loss) per share for the three and six months ended June 30, ~~2021~~2022 and ~~2020:~~2021:

Three Months Ended June 30,

Six Months Ended June 30,
Basic net loss per share:

2021

2020

2021

2020

Numerator

Net loss attributable to Solaris

$
(1.2)

$
(5.5)

$
(2.4)

$
(24.6)
Loss attributable to participating securities (1)

(0.1)

—

(0.2)

—
Net loss attributable to common stockholders

$
(1.3)

$
(5.5)

$
(2.6)

$
(24.6)

Denominator

Weighted average number of unrestricted outstanding common shares used to calculate basic net loss per share

30,984

28,638

30,473

28,975
Diluted weighted-average shares of Class A common stock outstanding used to calculate diluted net loss per share

30,984

28,638

30,473

28,975

Loss per share of Class A common stock - basic

$
(0.04)

$
(0.20)

$
(0.08)

$
(0.85)
Loss per share of Class A common stock - diluted

$
(0.04)

$
(0.20)

$
(0.08)

$
(0.85)


	Three Months Ended June 30,				Six Months Ended June 30,
Basic net income (loss) per share:	2022		2021		2022		2021

Numerator
Net income (loss) attributable to Solaris	$	5.5	$	(1.2)	$	9.0	$	(2.4)
Income (loss) attributable to participating securities (1)		(0.2)		(0.1)		(0.4)		(0.2)
Net income (loss) attributable to common stockholders	$	5.3	$	(1.3)	$	8.6	$	(2.6)

Denominator
Weighted average number of unrestricted outstanding common shares used to calculate basic net income (loss) per share		31,432		30,984		31,337		30,473
Diluted weighted-average shares of Class A common stock outstanding used to calculate diluted net income (loss) per share		31,432		30,984		31,337		30,473

Income (loss) per share of Class A common stock - basic	$	0.16	$	(0.04)	$	0.27	$	(0.08)
Income (loss) per share of Class A common stock - diluted	$	0.16	$	(0.04)	$	0.27	$	(0.08)

(1)

The Company’s restricted shares of common stock are participating securities.

The following number of weighted-average potentially dilutive shares were excluded from the calculation of diluted loss per share because the effect of including such potentially dilutive shares would have been antidilutive upon conversion:


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020		2022		2021		2022		2021
Class B common stock		13,819		15,856		14,271		15,889		13,757		13,819		13,762		14,271
Restricted stock awards		94		761		220		726		349		94		403		220
Stock Options		8		13		10		17		7		8		7		10
Total		13,921		16,630		14,501		16,632		14,113		13,921		14,172		14,501

6. Income Taxes

Income Taxes

Solaris Inc. is a corporation and, as a result, is subject to United States federal, state and local income taxes. Solaris LLC is treated as a partnership for United States federal income tax purposes and therefore does not pay United States federal income tax on its taxable income. Instead, the Solaris LLC unitholders, including Solaris Inc., are liable for United States federal income tax on their respective shares of Solaris LLC’s taxable income reported on the unitholders’ United States federal income tax returns. Solaris LLC is liable for income taxes in those states not recognizing its status as a partnership for United States federal income tax purposes.

For the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, we recognized a combined United States federal and state (expense) benefit for income taxes of ($~~0.2)~~1.9) and ~~($1.3),~~$0.2, respectively. For the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, we recognized a combined United States federal and state (expense) benefit for income taxes of ($~~0.4)~~3.6) and ~~($7.4)~~$0.4, respectively. The effective combined United States federal and state income tax rates were ~~10.4%~~19.0% and ~~11.7%~~10.4% for the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. The effective combined United States federal and state income tax rates were ~~10.2%~~20.2% and ~~14.7%~~10.2% for the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. For the three

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and six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, our effective tax rate differed from the statutory rate primarily due to Solaris LLC’s treatment as a partnership for United States federal income tax purposes.

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The Company’s deferred tax position reflects the net tax effects of the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting. The largest components of the Company’s deferred tax position relate to the Company’s investment in Solaris LLC and net operating loss carryovers. The Company recorded a deferred tax asset and additional paid-in capital for the difference between the book value and the tax basis of the Company’s investment in Solaris LLC. This difference originates from the equity offerings of Class A common stock, exchanges of Solaris LLC Units (together with a corresponding number of shares of Class B common stock) for shares of Class A common stock, and issuances of Class A common stock, and corresponding Solaris LLC Units, in connection with stock-based compensation.

Based on our cumulative earnings history and forecasted future sources of taxable income, we believe that we will be able to realize our deferred tax assets in the future. As the Company reassesses this position in the future, changes in cumulative earnings history, excluding non-recurring charges, or changes to forecasted taxable income may alter this expectation and may result in an increase in the valuation allowance and an increase in the effective tax rate.

Section 382 of the Internal Revenue Code of 1986, contains rules that limit the ability of a company that undergoes an “ownership change” to utilize its net operating loss and tax credit carryovers and certain built-in losses recognized in years after the “ownership change.” An “ownership change” is generally defined as any change in ownership of more than 50% of a corporation’s stock over a rolling three-year period by stockholders that own (directly or indirectly) 5% or more of the stock of a corporation, or arising from a new issuance of stock by a corporation. If an ownership change occurs, Section 382 generally imposes an annual limitation on the use of pre-ownership change net operating loss carryovers to offset taxable income earned after the ownership change. We do not believe the Section 382 annual limitation related to historical ownership changes impacts our ability to utilize our net operating losses; however, if we were to experience a future ownership change our ability to use net operating losses may be impacted.

The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted on March 27, 2020 in the United States to provide emergency assistance to individuals and businesses affected by the COVID-19 pandemic. The CARES Act includes temporary changes to both income and non-income based tax laws. For the three and six months ended June 30, 2021 and 2020 the impact of the CARES Act was immaterial to the Company’s tax provision. However, under the CARES Act, the Company is deferring the employer portion of payroll tax payments through December 31, 2022. Future regulatory guidance under the CARES Act or additional legislation enacted by Congress in connection with the COVID-19 pandemic could impact our tax provision in future periods.

Payables Related to the Tax Receivable Agreement

~~In connection with Solaris Inc.’s initial public offering (the “IPO” or~~As of June 30, 2022, our liability under the ~~“Offering”), Solaris Inc. entered into a~~ Tax Receivable Agreement (the “Tax Receivable Agreement”) with the members of Solaris LLC immediately prior to the IPO (each such person and any permitted transferee, a “TRA Holder,” and together, the “TRA Holders”) on May 17, 2017. This agreement generally provides for the payment by Solaris Inc. to each TRA Holder ofwas $72.6, representing 85% of the net cash savings ~~if any,~~ in United States federal, state and local income tax ~~and~~or franchise tax that Solaris Inc. ~~actually realizes (computed using simplifying assumptions to address the impact of state and local taxes) or is deemed to realize~~anticipates realizing in ~~certain circumstances in periods after the IPO as a result of (i)~~future years from certain increases in tax basis ~~that occur as a result of Solaris Inc.’s acquisition (or deemed acquisition for United States federal income~~and certain tax ~~purposes) of all or a portion of such TRA Holder’s Solaris LLC Units in connection with the IPO or pursuant~~benefits attributable to ~~the exercise of the Redemption Right or the Call Right (each as defined in Solaris LLC’s Second Amended and Restated Limited Liability Company Agreement (the “Solaris LLC Agreement”)) and (ii)~~ imputed interest ~~deemed to be paid by Solaris Inc.~~ as a result of, and additional tax basis arising from, any payments Solaris Inc. makes under the Tax Receivable Agreement. Solaris Inc. will retain the benefit of the remaining 15% of these cash savings. As of June 30, 2021 and December 31, 2020, Solaris Inc. recorded a payable related to the Tax Receivable Agreement of $73.5 and $68.7, respectively, $0.6 and $0.6 of which has been recorded as a current liability, respectively. The increase in payables related to the Tax Receivable Agreement is a result of Solaris Inc.’s acquisition (or deemed acquisition for United States federal income tax purposes) of Solaris LLC Units in connection with our initial public offering or pursuant to an exercise of the Redemption Right or the Call Right (each as defined in the Solaris LLC Agreement) and additional tax basis arising from ~~TRA Holders during~~any payments Solaris Inc. makes under the ~~six months ended June 30, 2021.~~Tax Receivable Agreement.

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7. Concentrations

For the three months ended June 30, ~~2021, 1~~2022, one customer accounted for ~~30%~~14% of the Company’s revenues. For the three months ended June 30, ~~2020, 2 customers~~2021, one customer accounted for ~~21%~~30% of the Company’s revenues. For the six months ended June 30, 2022, one customer accounted for 20% of the Company’s revenues. For the six months ended June 30, 2021, 1one customer accounted for 22~~% of the Company’s revenues. For the six months ended June 30, 2020, no customer accounted for more than 10%~~22% of the Company’s revenues. As of June 30, ~~2021, 2~~2022, two customers accounted for ~~46%~~14% and 10% of the Company’s accounts receivable. As of December 31, ~~2020, 4~~2021, two customers accounted for ~~42%~~29% and 13% of the Company’s accounts receivable.

For the three and six months ended June 30, 2022 and 2021, no supplier accounted for more than 10% of the Company’s total purchases. ~~For the three months ended~~As of June 30, ~~2020, 1 supplier accounted for 40% of the Company’s total purchases. For the six months ended June 30,~~2022 and December 31, 2021, no supplier accounted for more than 10% of the Company’s total purchases. For the six months ended June 30, 2020, 1 supplier accounted for 36% of the Company’s total purchases. As of June 30, 2021, no supplier accounted for 10% of the Company’s accounts payable. As of December 31, 2020, 2 suppliers accounted for 23% of the Company’s accounts payable.

8. Commitments and Contingencies

Tax Matters

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due. We accrue for additional taxes when we determine that it is probable that we will have incurred a liability and we can reasonably estimate the amount of the liability. On June 16, 2022, Cause Number CV20-09-372, styled Solaris Oilfield Site Services v. Brown County Appraisal District, was presented to the 35th District Court of Brown County, Texas. The 35^th District Court of Brown County ruled in favor of Brown County Appraisal District regarding the disqualification of our equipment for certain property tax exemptions. While we intend to vigorously appeal this ruling, we have recognized $3.1 in Accrued Liabilities and Cost of sales in the three and six month periods ended June 30, 2022. If this litigation is ultimately resolved against us, in whole or in part, it is possible that the resolution of this matter could be material to our consolidated results of operations or cash flows.

Litigation and Claims

In the normal course of business, the Company is subjected to various claims, legal actions, contract negotiations and disputes. The Company provides for losses, if any, in the year in which they can be reasonably estimated. In management’s opinion, there are currently no such matters outstanding that would have a material effect on the accompanying condensed consolidated financial statements.

See Note 9 “Related Party Transactions” for contingent payments related to contracts with customers.

9. Related Party Transactions

The Company recognizes certain costs incurred in relation to transactions incurred in connection with the amended and restated administrative services agreement, dated May 17, 2017, between Solaris LLC and Solaris Energy Management, LLC, a company ~~partially~~ owned by William A. Zartler, the Chief Executive Officer and Chairman of the Board. These services include rent paid for office space, travel services, personnel, consulting and administrative costs. For the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, Solaris LLC paid $0.2 and $0.2, respectively, for these services. For the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, Solaris LLC paid ~~$0.3~~$0.4 and ~~$0.4,~~$0.3, respectively, for these services. As of June 30, ~~2021,~~2022, and December 31, ~~2020,~~2021, the Company included $0.1 and $0.1, respectively, in prepaid expenses and other current assets on the condensed consolidated balance sheets. Additionally, as of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company included $0.1 and $0.1, respectively, of accruals to related parties in accrued liabilities on the consolidated balance sheet.

The Company has executed a guarantee of lease agreement with Solaris Energy Management, LLC, a related party of the Company, related to the rental of office space for the Company’s corporate headquarters. The total future guaranty under the guarantee of lease agreement with Solaris Energy Management, LLC is ~~$4.6~~$4.1 as of June 30, ~~2021.~~2022.

OnAs of March ~~26, 2021,~~31, 2022, THRC Holdings, LP, ~~(“THRC”~~an entity managed by THRC Management, LLC (collectively “THRC”), ~~purchased~~held shares representing ~~an 8.7%~~a 10.2% ownership of the Company’s Class A common stock and ~~6.0%~~7.1% total shares ~~outstanding as of June 30, 2021.~~outstanding. THRC is affiliated with certain of the Company’s customers, including ProFrac Services, LLC (“ProFrac”) and ~~FTS International,~~certain of the Company’s suppliers including Automatize Logistics, LLC, IOT-EQ, LLC and Cisco Logistics, LLC (“Cisco”) (together the “THRC Affiliates”). THRC is affiliated with certain of the Company’s customers, including ProFrac Services, LLC (“ProFrac”) and certain of the Company’s suppliers including Automatize Logistics, LLC, IOT-EQ, LLC and Cisco Logistics, LLC (“Cisco”) (together the “THRC Affiliates”). For the three and six months ended June 30, ~~2021,~~2022, the Company recognized revenues related to our service offering provided to the THRC Affiliates of ~~$3.1~~$5.6 and ~~$3.2,~~$10.7, respectively. Accounts receivable related to THRC Affiliates as of June 30, ~~2021, were $2.4.~~2022 was $3.9. For the three and six months ended June 30, ~~2021,~~2022, the Company recognized cost of services provided by THRC Affiliates of ~~$0.1~~$1.0 and ~~$0.1,~~$1.7, respectively. ~~Accounts~~There was $0.6 accounts payable related to THRC Affiliates as of June 30, ~~2021, included $0.1 related to THRC Affiliates.~~2022.

~~In August 2021, the Company executed a three-year agreement with ProFrac and Cisco (the “ProFrac-Cisco Agreement”), whereby~~ Solaris ~~will be~~is the dedicated wellsite sand storage provider (“Services”) to ~~ProFrac and~~certain THRC Affiliates. Solaris ~~will provide~~provides volume-based pricing for ~~those services. Per~~ the ~~ProFrac-Cisco Agreement,~~Services and may be required to pay up to $4.0 in payments throughout a term ending in 2024, contingent upon the ability of these affiliates to meet minimum Services revenue thresholds. During the second quarter of 2022, Solaris ~~will also purchase certain equipment from Cisco Logistics.~~

paid $0.5 to THRC Affiliates related to these Services, which was recognized in revenues.

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~~10. Subsequent Events~~

~~See Note 9. “Related Party Transactions”, for a discussion of an agreement executed in the third quarter of 2021.~~

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References to “we,” “us,” “our,” “Solaris Inc.” or the “Company” refer to Solaris Oilfield Infrastructure, Inc. (either individually or together with its subsidiaries, as the context ~~requires, “we,” “us,” “our,” “Solaris Inc.” or the “Company”)~~requires). The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying financial statements and related notes. The following discussion contains “forward-looking statements” that reflect our plans, estimates, beliefs and expected performance. Our actual results may differ materially from those anticipated as discussed in these forward-looking statements as a result of a variety of risks and uncertainties, including those described above in “Cautionary Statement Regarding Forward-Looking Statements” included elsewhere in this Quarterly Report and “Risk Factors” included in this Quarterly Report and ~~the~~in our Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021, as updated by our subsequent filings with the United States Securities and Exchange Commission (the “SEC”), all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. We assume no obligation to update any of these forward-looking statements except as otherwise required by law.

Overview

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 to drive efficiencies that reduce operational footprint and ~~reduce~~ costs during the completion phase of well development. The majority of our revenue is currently derived from ~~rental~~providing equipment and services related to our ~~patented~~ mobile proppant and ~~patent-pending chemical~~fluid management systems and our last mile logistics management services. We also generate revenue from new technology and offerings that ~~unload, store and deliver~~work in conjunction with our mobile proppant and ~~chemicals used in the hydraulic fracturing of oil~~fluid management systems, including our proprietary top fill equipment and ~~natural gas wells, as well as coordinating the delivery of proppant to the well site.~~AutoBlend™ integrated electric blender. Our ~~systems~~equipment and services are deployed in most of the active oil and natural gas basins in the United States.

Our service fleet currently consists of 158 mobile proppant management systems, 14 mobile chemical management systems and 17 mobile water management systems which reflects the conversion of proppant management systems to water management systems.

Recent Trends and Outlook

~~Demand~~Oil and gas supply and demand dynamics remained tight throughout the second quarter of 2022. Recent volatility in global markets driven by continued monetary policies to control inflation, continued geopolitical factors and the uncertainty of a potential global economic slowdown contributed to WTI oil prices ranging from $95 per barrel to over $120 per barrel between April and June 2022. While commodity prices remain at healthy levels to support growth in North American drilling and completion activity, this growth continues to be impacted by capital discipline among many operators, supply chain tightness and inflation.

The Baker Hughes Land rig count has increased 29% since the start of the year to 737 rigs at the end of June 2022, as compared to a 32% increase in our fully utilized systems since the fourth quarter of 2021. Overall, demand for our ~~products and services~~offerings is predominantly influenced by the level of oil and natural gas well drilling and completion ~~activity, which, in turn, is determined by the current and anticipated profitability of developing oil and natural gas reserves.~~

~~Since the first quarter of 2020, changing market expectations around the COVID-19 global economic impact drove extreme volatility in oil and gas commodity prices and~~ activity. WTI oil prices fell from $60 per barrel to under $20 per barrel during the second quarter of 2020 and recovered to over $70 per barrel in June 2021. The Baker Hughes US Land rig count decreased 55% to 417 average rigs in 2020 from 920 average rigs in 2019. Since the start of 2021, the Baker Hughes US Land rig count has increased another 34% to 470 rigs compared to a 26% increase in our fully utilized systems since the fourth quarter of 2020. While our fully utilized systems are highly correlated with US land rig count activity over longer periods, timing differences between drilling and completion activity can result in lags of one to two ~~quarters. Recent rig count increases against our expectation for relatively flat completions activity for the remainder~~quarters or longer.

The sustainability of ~~2021 imply~~favorable supply-demand dynamics and a ~~build in drilled but uncompleted wells that support an increase in completions activity in early 2022. Further recovery in oil and gas prices and activity~~strong commodity environment will depend on multiple factors, including ~~the ultimate pace of economic recovery, the success of COVID-19 vaccine rollouts,~~any supply chain disruptions, potential regulatory changes, uncertainty around a potential economic slowdown and ~~the resulting supply-demand balance in oil and gas.~~

~~Recent~~ ~~consolidation~~potential impacts from geopolitical disruptions. Consolidation amongst some of our E&P and oil service customers combined with financial discipline from publicly traded energy companies has reduced industry-wide capital ~~spending, resulting in activity levels that remain below pre-pandemic levels despite the recovery in commodity prices.~~spending. Additionally, consolidation can drive procurement

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strategy changes, which has historically resulted in both market share gains and losses for the Company. We expect both consolidation and financial discipline will likely continue to be important themes for the energy industry going forward.

~~Previous capital expenditure guidance for the full year 2021~~Table of $10.0 to $15.0 million included approximately $5.0 million for investments in new technology, which are now expected to be between $5.0 and $10.0 million. As a result, the Company now expects capital expenditures for the full year 2021 to be between $15.0 and $20.0 million.Contents

Results of Operations

Three and Six Months Ended June 30, ~~2021~~2022 Compared to Three and Six Months Ended June 30, ~~2020~~2021

Three Months Ended

Six Months Ended

June 30,

June 30,


2021

2020

Change

2021

2020

Change

(in thousands)

(in thousands)
Revenue












System rental

$
14,323

$
5,463

$
8,860

$
27,971

$
31,522

$
(3,551)
System services

20,616

3,419

17,197

35,326

24,376

10,950
Transloading services

38

264

(226)

152

729

(577)
Inventory software services

202

192

10

399

542

(143)
Total revenue

35,179

9,339

25,840

63,848

57,169

6,679
Operating costs and expenses:












Cost of system rental (excluding depreciation and amortization)

1,556

823

733

3,164

2,836

328
Cost of system services (excluding depreciation and amortization)

23,282

6,013

17,269

40,534

30,143

10,391
Cost of transloading services (excluding depreciation and amortization)

197

202

(5)

441

540

(99)
Cost of inventory software services (excluding depreciation and amortization)

100

122

(22)

202

267

(65)
Depreciation and amortization

6,752

6,671

81

13,445

13,785

(340)
Selling, general and administrative (excluding depreciation and amortization)

4,964

3,967

997

9,570

8,373

1,197
Impairment losses

—

—

—

—

47,828

(47,828)
Other operating expenses

360

2,274

(1,914)

613

3,472

(2,859)
Total operating costs and expenses

37,211

20,072

17,139

67,969

107,244

(39,275)
Operating loss

(2,032)

(10,733)

8,701

(4,121)

(50,075)

45,954
Interest income (expense), net

(55)

(35)

(20)

(104)

76

(180)
Total other income (expense)

(55)

(35)

(20)

(104)

76

(180)
Loss before income tax expense

(2,087)

(10,768)

8,681

(4,225)

(49,999)

45,774
Benefit for income taxes

217

1,272

(1,055)

430

7,350

(6,920)
Net loss

(1,870)

(9,496)

7,626

(3,795)

(42,649)

38,854
Less: net loss related to non-controlling interests

659

3,956

(3,297)

1,415

18,026

(16,611)
Net loss attributable to Solaris

$
(1,211)

$
(5,540)

$
4,329

$
(2,380)

$
(24,623)

$
22,243


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2022		2021		Change		2022		2021		Change

	(in thousands)						(in thousands)

Revenue		86,711		35,179		51,532		143,626		63,848		79,778
Operating costs and expenses:
Cost of services (exclusive of depreciation)		61,237		25,135		36,102		98,908		44,341		54,567
Depreciation and amortization		7,132		6,752		380		14,061		13,445		616
Property tax contingency		3,072		—		3,072		3,072		—		3,072
Selling, general and administrative (excluding depreciation and amortization)		6,062		4,964		1,098		11,273		9,570		1,703
Other operating (income) expense		(1,114)		360		(1,474)		(1,423)		613		(2,036)
Total operating costs and expenses		76,389		37,211		39,178		125,891		67,969		57,922
Operating income (loss)		10,322		(2,032)		12,354		17,735		(4,121)		21,856
Interest expense, net		(88)		(55)		(33)		(167)		(104)		(63)
Total other expense		(88)		(55)		(33)		(167)		(104)		(63)
Income (loss) before income tax expense		10,234		(2,087)		12,321		17,568		(4,225)		21,793
(Expense) benefit for income taxes		(1,945)		217		(2,162)		(3,557)		430		(3,987)
Net income (loss)		8,289		(1,870)		10,159		14,011		(3,795)		17,806
Less: net (income) loss related to non-controlling interests		(2,836)		659		(3,495)		(5,056)		1,415		(6,471)
Net income (loss) attributable to Solaris	$	5,453	$	(1,211)	$	6,664	$	8,955	$	(2,380)	$	11,335

~~System Rental~~Revenue

~~System rental revenue~~Revenue increased ~~$8.9~~$51.5 million, or ~~162%~~146%, to ~~$14.3~~$86.7 million for the three months ended June 30, ~~2021~~2022 compared to ~~$5.5~~$35.2 million for the three months ended June 30, ~~2020. System rental revenue decreased $3.6~~2021. Revenue increased $79.8 million, or ~~11%~~125%, to ~~$28.0~~$143.6 million for the six months ended June 30, ~~2021~~2022 compared to ~~$31.5~~$63.8 million for the six months ended June 30, ~~2020.~~2021. The ~~changes~~increase in ~~system rental~~ revenue ~~are~~is primarily related to ~~changes~~increases in demand for our products and services, including higher demand for last mile logistics services associated with our mobile proppant systems. Mobile proppant systems, on a fully utilized basis, increased from 53 and 52 systems for the three and six months ended June 30, 2021, respectively, to 84 and 80 systems for the three and six months ended June 30, 2022, respectively, in response to ~~global oil market volatility.~~the increase in activity levels of our customers, driven primarily by stronger commodity prices.

Cost of ~~system rental~~Services

Cost of services, excluding depreciation and amortization expense increased ~~$0.7~~$36.1 million, or ~~88%~~144%, to ~~$1.6~~$61.2 million for the three months ended June 30, ~~2021~~2022 compared to ~~$0.8~~$25.1 million for the three months ended June 30, ~~2020,~~2021. Cost of services, excluding depreciation and amortization ~~expense.~~expense increased $54.6 million, or 123%, to $98.9 million for the six months ended June 30, 2022 compared to $44.3 million for the six months ended June 30, 2021.The increase was primarily due to operating costs related to an increase in demand for our products and services, including higher demand for last mile logistics services associated with our mobile proppant systems. Cost of services, excluding depreciation and amortization as a percentage of revenue was 71% and 69% for the three and six months ended June 30, 2022 and 2021, respectively.

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Property Tax Contingency

We are subject to a number of state and local taxes that are not income-based. As many of these taxes are subject to assessment and audit by the taxing authorities, it is possible that an assessment or audit could result in additional taxes due. We accrue for additional taxes when we determine that it is probable that we will have incurred a liability and we can reasonably estimate the amount of the liability. On June 16, 2022, Cause Number CV20-09-372, styled Solaris Oilfield Site Services v. Brown County Appraisal District, was presented to the 35th District Court of Brown County, Texas. The 35th District Court of Brown County ruled in favor of Brown County Appraisal District regarding the disqualification of our equipment for certain property tax exemptions. While we intend to vigorously appeal this ruling, we have recognized $3.1 in Accrued Liabilities and Cost of ~~system rental increased $0.3 million, or 11%, to $3.2 million for~~sales in the three and six ~~months~~month periods ended June 30, ~~2021 compared~~2022. If this litigation is ultimately resolved against us, in whole or in part, it is possible that the resolution of this matter could be material to ~~$2.8 million for the six months ended June 30, 2020, excluding depreciation and amortization expense. Cost~~our consolidated results of system rental increased primarily due to an increase in mobile proppant systems on a fully utilized basis. Cost of system rental as a percentage of system rental revenue was 11% and 15% for the three months ended June 30, 2021 and 2020, respectively and was 11% and 9% for the six months ended June 30, 2021 and 2020, respectively.

~~System Services~~

~~System services revenue increased $17.2 million,~~operations or 506%, to $20.6 million for the three months ended June 30, 2021 compared to $3.4 million for the three months ended June 30, 2020. System services revenue increased $11.0 million, or 45%, to $35.3 million for the six months ended June 30, 2021 compared to $24.4 million for the six months ended June 30, 2020. System services revenue increased due to an increase in last mile services provided to coordinate proppant delivered into our systems, as well as an increase in mobile proppant systems on a fully utilized basis.

Cost of system services increased $17.3 million, or 288%, to $23.3 million for the three months ended June 30, 2021 compared to $6.0 million for the three months ended June 30, 2020, excluding depreciation and amortization expense. Cost of system services increased $10.4 million, or 35%, to $40.5 million for the six months ended June 30, 2021 compared to $30.1 million for the six months ended June 30, 2020, excluding depreciation and amortization expense. Cost of system services increased due to an increase in last mile services provided to coordinate proppant delivered to systems as well as an increase in fully utilized systems. Cost of system services as a percentage of system services revenue was 113% and 176% for the three months ended June 30, 2021 and 2020, respectively and was 115% and 124% for the six months ended June 30, 2021 and 2020, respectively.cash flows.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased ~~$1.0~~$1.1 million, or ~~25%~~22%, to $6.1 million for the three months ended June 30, 2022 compared to $5.0 million for the three months ended June 30, ~~2021 compared to $4.0 million for the three months ended June 30, 2020, excluding depreciation and amortization.~~2021. Selling, general and administrative expenses increased ~~$1.2~~$1.7 million, or ~~14%~~18%, to $11.3 million for the six months ended June 30, 2022 compared to $9.6 million for the six months ended June 30, ~~2021 compared to $8.4 million for the six months ended June 30, 2020, excluding depreciation and amortization expense.~~2021. Selling, general and administrative expenses increased due primarily to increases in ~~compensation costs~~headcount and professional fees.

~~Impairment Losses~~Other Operating (Income) Expense

~~As a result~~Other operating (income) expense decreased $1.5 million, or 375% to income of risks and uncertainties associated with volatility in global oil markets driven by significant reductions in demand for oil due to COVID-19 and certain actions by oil producers globally and the expected impact on our businesses, operations, earnings and results, we recorded impairment losses and other charges of $37.8$1.1 million $4.2 million, $2.8 million, $2.6 million and $0.4 million in relation to property, plant and equipment, goodwill, ROU assets, inventories and other assets, respectively, in the six months ended June 30, 2020. We did not record impairment losses in the three or six months ended June 30, 2021, respectively, and for the three months ended June 30, ~~2020.~~2022 compared to the expense of $0.4 million for the three months ended June 30, 2021. Other operating (income) expense decreased $2.0 million, or 333% to income of $1.4 million for the six months ended June 30, 2022 compared to the expense of $0.6 million for the six months ended June 30, 2021. Other operating income in the three and six months ended June 30, 2022 primarily relate to change in the TRA liability, credit losses, gain on insurance claims, loss on disposal of assets, and the write off of prepaid purchase orders that were not fulfilled. Other operating expense in the three and six months ended June 30, 2021 primarily relate to credit losses, gain on insurance claims, and loss on disposal of assets.

Provision for Income Taxes

During the three months ended June 30, ~~2021,~~2022, we recognized a combined United States federal and state ~~benefit~~expense for income taxes of ~~$0.2~~$1.9 million, ~~a decrease~~an increase of ~~$1.1~~$2.1 million as compared to the ~~$1.3~~$0.2 million income tax benefit we recognized during the three months ended June 30, ~~2020.~~2021. During the six months ended June 30, ~~2021,~~2022, we recognized a combined United States federal and state ~~benefit~~expense for income taxes of ~~$0.4~~$3.6 million, ~~a decrease~~an increase of ~~$7.0~~$4.0 million as compared to the ~~$7.4~~$0.4 million income tax benefit we recognized during the six months ended June 30, ~~2020.~~2021. This change was attributable to ~~lower~~ operating ~~losses.~~gains. The effective combined United States federal and state income tax rates were ~~10.4%~~19.0% and ~~11.7%~~10.4% for the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. The effective combined United States federal and state income tax rates were ~~10.2%~~20.2% and ~~14.7%~~10.2% for the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. The effective tax rate differed from the statutory rate primarily due to Solaris LLC’s treatment as a partnership for United States federal income tax purposes.

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Comparison of Non-GAAP Financial Measures

EBITDA and Adjusted EBITDA

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 any extraordinary, unusual or non-recurring gains, losses or expenses.

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EBITDA and Adjusted EBITDA should not be considered in isolation or as substitutes for an analysis of our results of operation and financial condition as reported in accordance with accounting standards generally accepted in the United States (“GAAP”). 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

Six months ended

June 30,

June 30,


2021

2020

Change

2021

2020

Change

(in thousands)

(in thousands)
Net loss

$
(1,870)

$
(9,496)

$
7,626

$
(3,795)

$
(42,649)

$
38,854
Depreciation and amortization

6,752

6,671

81

13,445

13,785

(340)
Interest (income) expense, net

55

35

20

104

(76)

180
Income taxes (1)

(217)

(1,272)

1,055

(430)

(7,350)

6,920
EBITDA

$
4,720

$
(4,062)

$
8,782

$
9,324

$
(36,290)

$
45,614
Stock-based compensation expense (2)

1,353

1,326

27

2,552

2,656

(104)
Loss on disposal of assets

99

1,345

(1,246)

117

1,413

(1,296)
Impairment losses

—

—

—

—

47,828

(47,828)
Severance expense

—

211

(211)

—

542

(542)
Credit losses

316

740

(424)

599

1,451

(852)
Transaction costs (3)

10

—

10

24

—

24
Adjusted EBITDA

$
6,498

$
(440)

$
6,938

$
12,616

$
17,600

$
(4,984)


	Three months ended						Six months ended
	June 30,						June 30,
	2022		2021		Change		2022		2021		Change

	(in thousands)						(in thousands)
Net income (loss)	$	8,289	$	(1,870)	$	10,159	$	14,011	$	(3,795)	$	17,806
Depreciation and amortization		7,132		6,752		380		14,061		13,445		616
Interest expense, net		88		55		33		167		104		63
Income taxes (1)		1,945		(217)		2,162		3,557		(430)		3,987
EBITDA	$	17,454	$	4,720	$	12,734	$	31,796	$	9,324	$	22,472
Property tax contingency (2)		3,072		—		3,072		3,072		—		3,072
Stock-based compensation expense (3)		1,519		1,353		166		3,112		2,552		560
Change in payables related to Tax Receivable Agreement (4)		(654)		—		(654)		(654)		—		(654)
Credit losses and adjustments to credit losses		(361)		316		(677)		(388)		599		(987)
Other (5)		34		109		(75)		(134)		141		(275)
Adjusted EBITDA	$	21,064	$	6,498	$	14,566	$	36,804	$	12,616	$	24,188

(1)	United States federal and state income taxes.

(2)	Property tax contingency represents a reserve related to an unfavorable Texas District Court ruling related to prior period property taxes. The ruling is currently under appeal.

(3)	Represents stock-based compensation expense related to restricted stock awards.

~~(3)~~(4)

~~Costs~~Reduction in liability due to state tax rate change.

(5)	Other includes write off of prepaid purchase orders that were not fulfilled, loss on disposal of assets, gain on insurance claims and other settlements, and costs related to the evaluation of potential acquisitions.

Three and Six Months Ended June 30, ~~2021~~2022 Compared to Three and Six Months Ended June 30, ~~2020:~~2021: EBITDA and Adjusted EBITDA

EBITDA increased ~~$8.8~~$12.8 million to $17.5 million for the three months ended June 30, 2022 compared to $4.7 million for the three months ended June 30, ~~2021 compared~~2021. Adjusted EBITDA increased $14.6 million to ~~($4.1)~~$21.1 million for the three months ended June 30, ~~2020. Adjusted EBITDA increased $6.9 million~~2022 compared to $6.5 million for the three months ended June 30, ~~2021 compared~~2021. EBITDA increased $22.5 million to ~~($0.4)~~$31.8 million for the ~~three~~six months ended June 30, ~~2020. EBITDA increased $45.6 million~~2022 compared to $9.3 million for the six months ended June 30, ~~2021 compared~~2021. Adjusted EBITDA increased $24.2 million to ~~($36.3)~~$36.8 million for the six months ended June 30, ~~2020. Adjusted EBITDA decreased $5.0 million~~2022 compared to $12.6 million for the six months ended June 30, ~~2021 compared to $17.6 million for the six months ended June 30, 2020. The~~2021.The changes in EBITDA and Adjusted EBITDA were primarily due to the changes in revenues and expenses, discussed above.

Liquidity and Capital Resources

Overview

Our primary sources of liquidity to date have been cash flows from operations, borrowings under our credit agreements and proceeds from equity offerings. Our primary uses of capital have been to fund ongoing operations,

1618

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capital expenditures to support organic growth, including our fleet development and related maintenance and fleet upgrades, repurchase shares of Class A common stock in the open market, and pay dividends. Although no assurance can be given, depending upon market conditions and other factors, we may also have the ability to issue additional equity and debt if needed.

As of June 30, ~~2021,~~2022, cash and cash equivalents totaled ~~$46.3~~$15.4 million. We have no borrowings outstanding under our ~~2019~~ Credit Agreement and have $50.0 million of available borrowing capacity. We believe that our cash on hand, operating cash flow and available borrowings under our ~~2019~~ Credit Agreement will be sufficient to fund our operations for at least the next 12 months.

Cash Flows

The following table summarizes our cash flows for the periods indicated:

Six Months Ended

June 30,

2021

2020

Change

(in thousands)
Net cash provided by operating activities

$
4,040

$
34,323

$
(30,283)
Net cash used in investing activities

(7,670)

(845)

(6,825)
Net cash used in financing activities

(10,460)

(36,728)

26,268
Net change in cash

$
(14,090)

$
(3,250)

$
(10,840)


	Six Months Ended
	June 30,
	2022		2021		Change

	(in thousands)
Net cash provided by operating activities	$	22,394	$	4,040	$	18,354
Net cash used in investing activities		(31,409)		(7,670)		(23,739)
Net cash used in financing activities		(12,131)		(10,460)		(1,671)
Net change in cash	$	(21,146)	$	(14,090)	$	(7,056)

Significant Sources and Uses of Cash Flows

Operating Activities. Net cash provided by operating activities was $22.4 million for the six months ended June 30, 2022, compared to net cash provided by operating activities of $4.0 million for the six months ended June 30, ~~2021, compared to net cash provided by operating activities~~2021. The increase of ~~$34.3 million for the six months ended June 30, 2020. The decrease of $30.3~~$18.4 million in operating cash flow was primarily attributable to ~~lower revenues and changes~~increased profitability from operations, offset by increases in working ~~capital.~~capital to support growth.

Investing Activities. Net cash used in investing activities was $31.4 million for the six months ended June 30, 2022, compared to net cash used in investing activities of $7.7 million for the six months ended June 30, ~~2021, compared to net cash used in investing activities of $0.8 million for the six months ended June 30, 2020.~~2021. The increase in investing activities of ~~$6.8~~$23.7 million is primarily due to capital expenditures related to enhancements to our fleet and for new technologies.

Financing Activities. Net cash used in financing activities of $12.1 million for the six months ended June 30, 2022 was primarily related to quarterly dividends of $9.8 million and $1.0 million of payments related to vesting of stock-based compensation. Net cash used in financing activities of $10.5 million for the six months ended June 30, 2021 was primarily related to quarterly dividends of $9.6 million and $0.7 million of payments related to vesting of stock-based compensation. ~~Net cash used in financing activities of ($36.7) million for the six months ended June 30, 2020 was primarily related to $26.7 million of share repurchases and quarterly dividends of $9.5 million.~~

Capital Sources

Senior Secured Credit Facility

See Note 4. “Debt” to our condensed consolidated financial statements as of June 30, ~~2021,~~2022, for a discussion of our senior secured credit facility.

~~Contractual Obligations~~Future Sources and Uses of Cash

Our material cash commitments consist primarily of obligations under our Credit Agreement, Tax Receivable Agreement, finance and operating leases for property and equipment, and purchase obligations as a part of normal operations. We ~~had~~have no material ~~changes in our contractual commitments and obligations during the three months ended~~off balance sheet arrangements as of June 30, ~~2021 from the amounts listed~~2022, except for purchase commitments under Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Contractual Obligations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the SEC on February 23, 2021. See Note 4 “Debt” and Note 8 “Commitments and Contingencies” to our condensed consolidated financial statements for additional information.supply agreements disclosed below.

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As of June 30, 2022, we expect to pay approximately $0.2 million in commitment fees on our Credit Agreement within the next twelve months, calculated based on the unused portion of lender commitments, at the applicable commitment fee rate of 0.375%.

As of June 30, 2022, we had purchase obligations of approximately $23.4 million payable within the next twelve months.

Critical Accounting Policies and Estimates

~~See~~We had no material changes in our critical accounting policies and estimates during the three and six months ended June 30, 2022 from the amounts listed under Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 for additional information.

Recent Accounting Pronouncements

Recently Adopted Accounting Standards

None.

Recently Issued Accounting Standards

See Note 2. “Summary of Significant Accounting Policies – Recently Issued Accounting Standards” to our condensed consolidated financial statements ~~as of June 30, 2021,~~included in this Quarterly Report, for a discussion of recently issued accounting standards.

Under the Jumpstart Our Business Startups Act (the “JOBS Act”), we meet the definition of an “emerging growth company,” which allows us to have an extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act, however, we elected to opt out of such exemption (this election is irrevocable).

Off Balance Sheet Arrangements

We have no material off balance sheet arrangements. As such, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such financing arrangements.

Item 3.Quantitative and Qualitative Disclosures about Market Risk

For quantitative and qualitative disclosures about market risk, see Part II, Item 7A. “Quantitative and Qualitative Disclosures about Market Risk” in our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021. Our exposure to market risk has not changed materially since December 31, ~~2020.~~2021.

Credit Risk

The majority of our accounts receivable have payment terms of 60 days or less. As of June 30, ~~2021,~~2022, two customers collectively accounted for ~~46%~~24% of our total accounts receivable. As of December 31, ~~2020, four~~2021, two customers collectively accounted for 42% of our total accounts receivable. We mitigate the associated credit risk by performing credit evaluations and monitoring the payment patterns of our customers. Please see Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 for more information regarding credit risk of our customers.

Item 4.Controls and Procedures

Disclosure Controls and Procedures

In accordance with Exchange Act Rules 13a-15 and 15d-15, we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the

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effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, ~~2021.~~2022. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized

~~Table of Contents~~

and reported within the time periods specified in the rules and forms of the SEC. Based on the evaluation of our disclosure controls and procedures as of June 30, ~~2021,~~2022, our principal executive officer and principal financial officer have concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There were no changes in our system of internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) during the quarter ended June 30, ~~2021~~2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Due to the nature of our business, we may become, from time to time, involved in routine litigation or subject to disputes or claims related to our business activities. In the opinion of our management, there are no pending litigation, disputes or claims against us which, if decided adversely, will have a material adverse effect on our financial condition, cash flows or results of operations.

On June 16, 2022, Cause Number CV20-09-372, styled Solaris Oilfield Site Services v. Brown County Appraisal District, was presented to the 35th District Court of Brown County, Texas. The35th District Court of Brown County ruled in favor of Brown County Appraisal District regarding the disqualification of our equipment for certain property tax exemptions. While we intend to vigorously appeal this ruling, we have recognized $3.1 million in Accrued Liabilities and Cost of sales in the three and six month periods ended June 30, 2022. If this litigation is ultimately resolved against us, in whole or in part, it is possible that the resolution of this matter could be material to our consolidated results of operations or cash flows.

Item 1A. Risk Factors

Factors that could materially adversely affect our business, financial condition, operating results or liquidity and the trading price of our Class A common stock are described under Part I, Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, as filed with the SEC on February ~~23, 2021.~~24, 2022. As of the date of this filing, there have been no material updates to the risk factors previously disclosed in Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

None.

Issuer Purchases of Equity Securities

During the current quarter, we repurchased the shares of Class A common stock as shown in the table below, to satisfy tax withholding obligations upon the vesting of restricted stock awarded to certain of our employees:




	Total Number of	Average Price		Total Number of	Average Price
	Shares	Paid Per		Shares	Paid Per
Period	Purchased	Share		Purchased	Share
January 1 - January 31	—	$	—
February 1 - February 28	—		—
March 1 - March 31	57,026		11.78
April 1 - April 30	504		12.82	505		11.41
May 1 - May 31	—		—	256		11.25
June 1 - June 30	1,820		11.67	914		13.25
Total	59,350	$	11.79	1,675	$	12.39

Item 3.Defaults upon Senior Securities

None.

Item 4.Mine Safety Disclosures

None.

Item 5.Other Information

None.

2022

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Item 6.Exhibits

Exhibit No.		Description

3.1		Amended and Restated Certificate of Incorporation of Solaris Oilfield Infrastructure, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K (File No. 001-38090) filed with the Commission on May 23, 2017).

3.2		Amended and Restated Bylaws of Solaris Oilfield Infrastructure, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K (File No. 001-38090) filed with the Commission on May 23, 2017).

31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification of Chief Executive Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**		Certification of Chief Financial Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*		Inline XBRL Instance Document.

101.SCH*		Inline XBRL Taxonomy Extension Schema Document.

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104*		Cover Page Interactive Data File ~~– The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded~~(Embedded within the Inline XBRL document and included in Exhibit 101)

* Filed herewith.

** Furnished herewith. Pursuant to SEC Release No. 33-8212, this certification will be treated as “accompanying” this Quarterly Report on Form 10-Q and not “filed” as part of such report for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of Section 18 of the Exchange Act, and this certification will not be deemed to be incorporated by reference into any filing under the Securities Act, except to the extent that the registrant specifically incorporates it by reference.

2123

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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 thereunto duly authorized.



	SOLARIS OILFIELD INFRASTRUCTURE, INC.

August ~~4, 2021~~1, 2022	By:	/s/ William A. Zartler
		William A. Zartler
		Chairman and Chief Executive Officer
		(Principal Executive Officer)




August ~~4, 2021~~1, 2022	By:	/s/ Kyle S. Ramachandran
		Kyle S. Ramachandran
		President and Chief Financial Officer
		(Principal Financial Officer)

2224


		Page
Cautionary Statement Regarding Forward-Looking Statements		1
PART I: FINANCIAL INFORMATION		3
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1315
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	1820
Item 4.	Controls and Procedures	1820
PART ~~II.~~II: OTHER INFORMATION		2022
Item 1.	Legal Proceedings	2022
Item 1A.	Risk Factors	2022
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2022
Item 3.	Defaults upon Senior Securities	2022
Item 4.	Mine Safety Disclosures	2022
Item 5.	Other Information	2022
Item 6.	Exhibits	2123
SIGNATURES		2224


Cost of system rental	$	7	$	18	$	12	$	31
Cost of system services		88		73		260		273
Cost of transloading services		4		4		13		7
Selling, general and administrative		1,254		1,231		2,267		2,345
Stock-based compensation expense	$	1,353	$	1,326	$	2,552	$	2,656


	Three Months Ended June 30,				Six Months Ended June 30,
Basic net loss per share:	2021		2020		2021		2020

Numerator
Net loss attributable to Solaris	$	(1.2)	$	(5.5)	$	(2.4)	$	(24.6)
Loss attributable to participating securities (1)		(0.1)		—		(0.2)		—
Net loss attributable to common stockholders	$	(1.3)	$	(5.5)	$	(2.6)	$	(24.6)

Denominator
Weighted average number of unrestricted outstanding common shares used to calculate basic net loss per share		30,984		28,638		30,473		28,975
Diluted weighted-average shares of Class A common stock outstanding used to calculate diluted net loss per share		30,984		28,638		30,473		28,975

Loss per share of Class A common stock - basic	$	(0.04)	$	(0.20)	$	(0.08)	$	(0.85)
Loss per share of Class A common stock - diluted	$	(0.04)	$	(0.20)	$	(0.08)	$	(0.85)