Equity | Dividends Solaris LLC paid dividend distributions totaling $5.2 and $4.9 to all Solaris LLC unitholders in the three months ended March 31, 2023 and 2022, respectively, of which $3.7 and $3.4 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. On March 2, 2023, the Company’s board of directors authorized a share repurchase plan to repurchase up to $50.0 of the Company’s Class A common stock until the plan terminates pursuant to its provisions. During the three months ended March 31, 2023, Solaris Inc. purchased and retired 1,641,000 shares of the Company’s Class A common stock for $14.4, or $8.80 average price per share, and, in connection therewith, Solaris LLC purchased and retired 1,641,000 Solaris LLC Units from the Company for the same amount. We currently have $35.6 authorized under the share repurchase plan. Stock-based compensation The Company’s long-term incentive plan for employees, directors and consultants (the “LTIP”) provides for the grant of all or any of the following types of equity-based awards: (i) incentive stock options qualified as such under United States federal income tax laws; (ii) stock options that do not qualify as incentive stock options; (iii) stock appreciation rights; (iv) restricted stock awards; (v) restricted stock units; (vi) bonus stock; (vii) performance awards; (viii) dividend equivalents; (ix) other stock-based awards; (x) cash awards; and (xi) substitute awards. Subject to adjustment in accordance with the terms of the LTIP, 5,118,080 shares of Solaris Inc.’s Class A common stock have been reserved for issuance pursuant to awards under the LTIP. As of March 31, 2023, 812,686 stock awards were available for grant. The following table summarizes activity related to restricted stock for the three months ended March 31, 2023: Restricted Stock Awards Number of Shares Weighted Average Grant Date Fair Value ($) Unvested at January 1, 2023 1,295,728 $ 10.33 Awarded 790,201 9.19 Vested (548,992) 9.74 Forfeited (9,648) 9.82 Unvested at March 31, 2023 1,527,289 $ 9.71 Of the 1,527,289 unvested shares of restricted stock, it is expected that 92,776 shares, 659,693 shares, 527,652 shares, and 247,168 shares will vest in 2023, 2024, 2025 and 2026, respectively, in each case, subject to the applicable vesting terms governing such shares of restricted stock. There was approximately $13.7 of unrecognized compensation expense related to unvested restricted stock as of March 31, 2023. The unrecognized compensation expense will be recognized over the weighted average remaining vesting period of During the three-month period ending March 31, 2023, we granted 176,898 performance-based restricted stock units (“PSUs”), with a weighted average grant date fair value of $11.92 per share to management under the LTIP. The performance criteria for the PSUs are split as follows: ● Relative PSUs: 50% of the PSUs are based on total shareholder return relative to the total shareholder return of a predetermined group of peer companies. This relative total shareholder return is calculated at the end of the performance periods stipulated in the PSU agreement. ● Absolute PSUs: 50% of the PSUs have a performance criteria of absolute total shareholder return calculated at the end of the performance period stipulated in the PSU agreement. The vesting and payout of the PSUs occur when the related service condition is completed, which is approximately three years after the grant date regardless of the duration of the stipulated performance period. The PSUs can be paid out in either Class A common stock or cash, at our election. Dividends accrue on PSUs and are paid upon vesting. As of March 31, 2023, $2.0 of compensation cost related to unvested PSUs remained to be recognized. The cost is expected to be recognized over a weighted-average period of 2.5 years. The grant date fair value was determined using the Monte Carlo simulation method and is expensed ratably over the service period. Expected volatilities used in the fair value simulation were estimated using historical periods consistent with the remaining performance periods. The risk-free rate was based on the U.S. Treasury rate for a term commensurate with the expected life of the grant. We used the following assumptions to estimate the fair value of PSUs granted during the three months ended March 31, 2023: Assumptions Risk-free interest rate 4.6% Volatility 58.93% The following table summarizes activity related to PSUs for the three months ended March 31, 2023: Weighted-Average Grant Date Fair Number of Units Value ($) Outstanding at January 1, 2023 — $ — Granted 176,898 11.92 Forfeited — — Outstanding at March 31, 2023 176,898 $ 11.92 Income (Loss) Per Share Basic income (loss) per share of Class A common stock is computed by dividing net income (loss) attributable to Solaris Inc. by the weighted-average number of shares of Class A common stock outstanding during the same period. Diluted income (loss) per share is computed giving effect to all potentially dilutive shares. The following table sets forth the calculation of income (loss) per share for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, Basic net income (loss) per share: 2023 2022 Numerator Net income attributable to Solaris $ 7.6 $ 3.5 Less: income attributable to participating securities (1) (0.4) (0.1) Net income attributable to common stockholders $ 7.2 $ 3.4 Denominator Weighted average number of unrestricted outstanding common shares used to calculate basic net income per share 31,214,271 31,239,351 Diluted weighted-average shares of Class A common stock outstanding used to calculate diluted net income per share 31,214,271 31,239,351 Income per share of Class A common stock - basic $ 0.23 $ 0.11 Income per share of Class A common stock - diluted $ 0.23 $ 0.11 (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 income (loss) per share because the effect of including such potentially dilutive shares would have been antidilutive upon conversion: Three Months Ended March 31, 2023 2022 Class B common stock 13,671,971 13,768,517 Restricted stock awards 1,374,760 1,025,513 Performance-based restricted stock awards 176,898 — Stock Options 5,440 7,122 Total 15,229,069 14,801,152 |