8-K

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

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): July 28, 2021

SOLARIS OILFIELD INFRASTRUCTURE, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-38090	81-5223109
(State or other jurisdiction <br>of incorporation)	(Commission File Number)	(IRS Employer <br>Identification No.)
​	​	​
9811 Katy Freeway, Suite 700<br><br>Houston , Texas **** 77024<br><br>(Address of principal executive offices)<br><br>(Zip Code)<br><br>​<br><br>( 281 ) 501-3070
(Registrant’s telephone number, including area code)

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

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒ ​ ​

Item 2.02	Results of Operations and Financial Condition

On July 28, 2021, Solaris Oilfield Infrastructure, Inc. issued a press release announcing its operating and financial results for the quarter ended June 30, 2021. A copy of the press release is furnished as Exhibit 99.1 and incorporated by reference herein.

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

Item 9.01	Financial Statements and Exhibits.

(d)Exhibits.

​	​	​
Exhibit Number	****	Description
99.1	​	Solaris Oilfield Infrastructure, Inc. press release dated July 28, 2021.
104	​	Cover Page Interactive Data File (formatted as inline XBRL)

​

​

​ 2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 28, 2021

​	​	​	​
​	SOLARIS OILFIELD INFRASTRUCTURE, INC.
​	​
​	By:	/s/ KYLE S. RAMACHANDRAN
​	Name:	Kyle S. Ramachandran
​	Title:	President and Chief Financial Officer

​

​ 3

Exhibit 99.1

​

Solaris Oilfield Infrastructure Announces Second Quarter 2021 Results

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Second Quarter 2021 Highlights

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●	Net loss of $1.9 million, or $(0.04) per diluted Class A share, for the quarter ended June 30, 2021; Adjusted pro forma net loss of $1.4 million, or $(0.03) per diluted share for the quarter ended June 30, 2021 (see below for a reconciliation of Adjusted pro forma net income to net income attributable to Solaris)

​

●	Adjusted EBITDA of $6.5 million for the quarter ended June 30, 2021

​

●	Net cash provided by operating activities of $1.3 million for the quarter ended June 30, 2021

​

●	Paid a regular quarterly dividend of $0.105 per share on June 25, 2021

​

HOUSTON, July 28, 2021 (BUSINESS WIRE) — Solaris Oilfield Infrastructure, Inc. (NYSE:SOI) (“Solaris” or the “Company”), a leading independent provider of supply chain management and logistics solutions designed to drive efficiencies and reduce costs for the oil and natural gas industry, today reported financial results for the second quarter 2021.

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Operational Update and Outlook

​

During the second quarter of 2021, an average of 53 mobile proppant management systems were fully utilized, which was up slightly from average first quarter 2021 levels and up over 25% from average fourth quarter 2020 levels.

​

“The Solaris team continues to execute well and help our customers drive efficiencies through our core products and services,” Solaris’ Chairman and Chief Executive Officer Bill Zartler commented. “While we continue to prioritize investments in new innovations, including our new integrated electric blender, we remain committed to doing so only when we can deliver compelling shareholder returns. We believe our debt-free balance sheet, strong liquidity and dividend allow us to sustain those commitments, and we look forward to sharing progress on additional opportunities through the remainder of 2021..”

​

Second Quarter 2021 Financial Review

​

Solaris reported net loss of $1.9 million, or $(0.04) per diluted Class A share, for second quarter 2021, compared to second quarter 2020 net loss of $9.5 million, or $(0.20) per diluted Class A share. Adjusted pro forma net loss for second quarter 2021 was $1.4 million, or $(0.03) per fully diluted share, compared to second quater 2020 adjusted pro forma net loss of $7.0 million, or $(0.16) per fully diluted share. A description of adjusted pro forma net income and a reconciliation to net income attributable to Solaris, its most directly comparable generally accepted accounting principles (“GAAP”) measure, and the computation of adjusted pro forma earnings per fully diluted share are provided below.

​

Revenues were $35.2 million for second quarter 2021, which were up 23% from first quarter 2021.

​

Adjusted EBITDA for second quarter 2021 was $6.5 million, compared to first quarter 2021 Adjusted EBITDA of $6.1 million. A description of Adjusted EBITDA and a reconciliation to net income, its most directly comparable GAAP measure, is provided below.

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Capital Expenditures, Free Cash Flow and Liquidity

​

Capital expenditures in the second quarter 2021 were $5.1 million compared to capital expenditures of $2.6 million during first quarter 2021. Previous capital expenditure guidance for the full year 2021 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.

​

Free cash flow (defined as net cash provided by operating activities less investment in property, plant and equipment) during second quarter 2021 was $(3.8) million.

​

As of June 30, 2021, the Company had approximately $46.3 million of cash on the balance sheet, which reflects about $1.00 per fully diluted share of available cash. The Company’s credit facility remains undrawn, and total liquidity, including availability under the credit facility, was $96.3 million as of the end of the second quarter 2021.

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Shareholder Returns

​

On June 5, 2021, the Company’s Board of Directors declared a cash dividend of $0.105 per share of Class A common stock, which was paid on June 25, 2021 to holders of record as of June 15, 2021. A distribution of $0.105 per unit was also approved for holders of units in

Solaris Oilfield Infrastructure, LLC (“Solaris LLC”). Since initiating the dividend in December 2018, the Company has paid 11 consecutive quarterly dividends. Cumulatively, the Company has returned approximately $83 million in cash to shareholders through dividends and share repurchases since December 2018.

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Conference Call

​

The Company will host a conference call to discuss its second quarter 2021 results on Thursday, July 29, 2021 at 7:30 a.m. Central Time (8:30 a.m. Eastern Time). To join the conference call from within the United States, participants may dial (844) 413-3978. To join the conference call from outside of the United States, participants may dial (412) 317-6594. When instructed, please ask the operator to be joined to the Solaris Oilfield Infrastructure, Inc. call. Participants are encouraged to log in to the webcast or dial in to the conference call approximately ten minutes prior to the start time. To listen via live webcast, please visit the Investor Relations section of the Company’s website at http://www.solarisoilfield.com.

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An audio replay of the conference call will be available shortly after the conclusion of the call and will remain available for approximately seven days. It can be accessed by dialing (877) 344-7529 within the United States or (412) 317-0088 outside of the United States. The conference call replay access code is 10157781. The replay will also be available in the Investor Relations section of the Company’s website shortly after the conclusion of the call and will remain available for approximately seven days.

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About Solaris Oilfield Infrastructure, Inc.

​

Solaris Oilfield Infrastructure, Inc. (NYSE:SOI) provides mobile equipment that drives supply chain and execution efficiencies in the completion of oil and natural gas wells. Solaris’ patented mobile proppant and chemical systems are deployed in many of the most active oil and natural gas basins in the United States. Additional information is available on the Solaris website, www.solarisoilfield.com.

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Website Disclosure

​

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

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

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​

Forward Looking Statements

​

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Examples of forward-looking statements include, but are not limited to, our business strategy, our industry, our future profitability, the various risks and uncertainties associated with the extraordinary market environment and impacts resulting from the volatility in global oil markets and the COVID-19 pandemic, expected capital expenditures and the impact of such expenditures on performance, management changes, current and potential future long-term contracts and our future business and financial performance. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements. Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include, but are not limited to the factors discussed or referenced in our filings made from time to time with the SEC. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

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SOLARIS OILFIELD INFRASTRUCTURE, INC AND SUBSIDIARIES

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CONSOLIDATED STATEMENTS OF OPERATIONS

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(In thousands, except per share data)

​

(Unaudited)

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended								****	Six Months Ended
​	​	June 30,					​	March 31,		****	June 30,
​		2021			2020		​	2021			2021		​	2020
Revenue		​			​		​	​	​	​	​	​	​	​	​
System rental	​	$	14,323	​	$	5,463	​	$	13,648	​	$	27,971	​	$	31,522
System services	​		20,616	​		3,419	​		14,710	​	​	35,326	​	​	24,376
Transloading services	​	​	38	​	​	264	​	​	114	​	​	152	​	​	729
Inventory software services	​	​	202	​	​	192	​	​	197	​	​	399	​	​	542
Total revenue	​		35,179	​		9,339	​		28,669	​	​	63,848	​	​	57,169
Operating costs and expenses	​			​			​			​	​	​	​	​	​
Cost of system rental (excluding depreciation and amortization)	​		1,556	​		823	​		1,608	​	​	3,164	​		2,836
Cost of system services (excluding depreciation and amortization)	​		23,282	​		6,013	​		17,252	​	​	40,534	​		30,143
Cost of transloading services (excluding depreciation and amortization)	​	​	​<br><br>197	​	​	​<br><br>202	​	​	​<br><br>244	​	​	441	​	​	540
Cost of inventory software services (excluding depreciation and amortization)	​	​	​<br><br>100	​	​	​<br><br>122	​	​	​<br><br>102	​	​	202	​	​	267
Depreciation and amortization	​		6,752	​		6,671	​		6,693	​	​	13,445	​		13,785
Selling, general and administrative (excluding depreciation and amortization)	​		​<br><br>4,964	​		​<br><br>3,967	​		​<br><br>4,606	​	​	9,570	​		8,373
Impairment loss	​	​	—	​	​	—	​	​	—	​	​	—	​	​	47,828
Other operating expenses (1)	​	​	360	​	​	2,274	​	​	253	​	​	613	​	​	3,472
Total operating costs and expenses	​		37,211	​		20,072	​		30,758	​	​	67,969	​	​	107,244
Operating income (loss)	​		(2,032)	​		(10,733)	​		(2,089)	​	​	(4,121)	​	​	(50,075)
Interest income (expense), net	​		(55)	​		(35)	​		(49)	​	​	(104)	​		76
Total other income (expense)	​		(55)	​		(35)	​		(49)	​	​	(104)	​	​	76
Income (loss) before income tax expense	​		(2,087)	​		(10,768)	​		(2,138)	​	​	(4,225)	​	​	(49,999)
Provision (benefit) for income taxes	​		(217)	​		(1,272)	​		(213)	​	​	(430)	​	​	(7,350)
Net income (loss)	​	​	(1,870)	​	​	(9,496)	​	​	(1,925)	​	​	(3,795)	​	​	(42,649)
Less: net (income) loss related to non-controlling interests	​	​	659	​	​	3,956	​	​	756	​	​	1,415	​	​	18,026
Net income (loss) attributable to Solaris	​	$	(1,211)	​	$	(5,540)	​	$	(1,169)	​	$	(2,380)	​	$	(24,623)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Earnings per share of Class A common stock - basic	​	$	(0.04)	​	$	(0.20)	​	$	(0.04)	​	$	(0.08)	​	$	(0.85)
Earnings per share of Class A common stock - diluted	​	$	(0.04)	​	$	(0.20)	​	$	(0.04)	​	$	(0.08)	​	$	(0.85)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Basic weighted average shares of Class A common stock outstanding	​	​	30,984	​	​	28,638	​	​	29,957	​	​	30,473	​	​	28,975
Diluted weighted average shares of Class A common stock outstanding	​	​	30,984	​	​	28,638	​	​	29,957	​	​	30,473	​	​	28,975

​

1)	Other operating expenses are primarily related to credit losses, loss on sale of assets and costs associated with workforce reductions.

SOLARIS OILFIELD INFRASTRUCTURE, INC AND SUBSIDIARIES

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CONSOLIDATED BALANCE SHEETS

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(In thousands, except per share amounts)

​

(Unaudited)

​

​	​	​	​	​	​	​
​		June 30,			December 31,
​	​	2021		​	2020
Assets		​			​
Current assets:		​			​
Cash and cash equivalents	​	$	46,276	​	$	60,366
Accounts receivable, net of allowances for credit lossesof $920 and $1,099, respectively	​		31,341	​	​	18,243
Prepaid expenses and other current assets	​		3,813	​		2,169
Inventories	​		1,939	​		954
Total current assets	​		83,369	​		81,732
Property, plant and equipment, net	​		241,048	​		245,884
Non-current inventories	​	​	2,882	​	​	3,318
Operating lease right-of-use assets	​	​	4,449	​	​	4,708
Goodwill	​		13,004	​		13,004
Intangible assets, net	​		2,593	​		2,982
Deferred tax assets	​	​	63,842	​	​	59,805
Other assets	​		381	​		463
Total assets	​	$	411,568	​	$	411,896
Liabilities and Stockholders' Equity	​			​
Current liabilities:	​			​
Accounts payable	​	$	14,145	​	$	6,863
Accrued liabilities	​		12,006	​		11,986
Current portion of payables related to Tax Receivable Agreement	​	​	606	​	​	606
Current portion of lease liabilities	​	​	693	​	​	647
Current portion of finance lease liabilities	​		30	​		30
Other current liabilities	​	​	813	​	​	75
Total current liabilities	​		28,293	​		20,207
Lease liabilities, net of current	​	​	6,981	​	​	7,419
Finance lease liabilities, net of current	​		85	​		100
Payables related to Tax Receivable Agreement	​	​	72,908	​	​	68,097
Other long-term liabilities	​	​	587	​	​	594
Total liabilities	​		108,854	​		96,417
Stockholders' equity:	​			​
Preferred stock, $0.01 par value, 50,000 shares authorized, none issued and outstanding	​	​	—	​	​	—
Class A common stock, $0.01 par value, 600,000 shares authorized, 30,984 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	​	​	—	​	​	—
Additional paid-in capital	​	​	194,690	​	​	180,415
Retained earnings	​		11,137	​		20,549
Total stockholders' equity attributable to Solaris and members' equity	​		206,137	​		201,254
Non-controlling interest	​	​	96,577	​	​	114,225
Total stockholders' equity	​	​	302,714	​	​	315,479
Total liabilities and stockholders' equity	​	$	411,568	​	$	411,896

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SOLARIS OILFIELD INFRASTRUCTURE, INC AND SUBSIDIARIES

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CONSOLIDATED STATEMENTS OF CASH FLOWS

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(In thousands)

​

(Unaudited)

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Six Months EndedJune 30,					​	Three Months Ended June 30,		​	Three Months Ended March 31,
​	​	2021		​	2020		​	2021		​	2021
Cash flows from operating activities:	​	​	​	​	​	​	​	​	​	​	​	​
Net (loss) income	​	$	(3,795)	​	$	(42,649)	​	$	(1,870)	​	$	(1,925)
Adjustment to reconcile net (loss) income to net cash provided by operating activities:	​		​	​			​		​	​		​
Depreciation and amortization	​		13,445	​		13,785	​		6,752	​		6,693
Impairment loss	​	​	—	​	​	47,828	​	​	—	​	​	—
Loss on disposal of asset	​		117	​		1,402	​		99	​		18
Stock-based compensation	​		2,552	​		2,656	​		1,353	​		1,199
Amortization of debt issuance costs	​		88	​		88	​		40	​		48
Allowance for credit losses	​	​	599	​	​	1,633	​	​	316	​	​	283
Deferred income tax expense	​	​	(607)	​	​	(7,369)	​	​	(305)	​	​	(302)
Other	​	​	(146)	​	​	(145)	​	​	(151)	​	​	5
Changes in assets and liabilities:	​		​	​		​	​		​	​		​
Accounts receivable	​		(13,697)	​		25,760	​		(10,237)	​		(3,460)
Prepaid expenses and other assets	​		(742)	​		(217)	​		(977)	​		235
Inventories	​		(1,085)	​		(533)	​		(463)	​		(622)
Accounts payable	​		7,239	​		147	​		2,184	​		5,055
Accrued liabilities	​		72	​		(8,063)	​		4,533	​		(4,461)
Net cash provided by operating activities	​		4,040	​		34,323	​		1,275	​		2,766
Cash flows from investing activities:	​		​	​		​	​		​	​		​
Investment in property, plant and equipment	​		(7,716)			(1,558)	​		(5,070)	​		(2,647)
Proceeds from disposal of assets	​	​	40	​	​	713	​	​	—	​	​	40
Cash received from insurance proceeds	​	​	6	​	​	—	​	​	6	​	​	—
Net cash used in investing activities	​		(7,670)	​		(845)	​		(5,064)	​		(2,607)
Cash flows from financing activities:	​		​	​		​	​		​	​		​
Distribution and dividend paid to Solaris LLC unitholders and Class A common shareholders	​	​	(9,594)	​	​	(9,507)	​	​	(4,797)	​	​	(4,797)
Share repurchases	​	​	—	​	​	(26,717)	​	​	—	​	​	—
Payments under finance leases	​		(12)		​	(18)	​		(5)	​		(7)
Payments under insurance premium financing	​	​	(164)		​	—	​	​	(164)	​	​	—
Proceeds from stock option exercises	​	​	12	​	​	64	​	​	—	​	​	12
Payments for shares withheld for taxes from RSU vesting and cancelled	​	​	(702)	​	​	(96)	​	​	(29)	​	​	(673)
Payments related to purchase of treasury stock	​	​	—	​	​	(454)	​	​	—	​	​	—
Net cash used in financing activities	​		(10,460)	​		(36,728)	​		(4,995)	​		(5,465)
Net (decrease) increase in cash and cash equivalents	​		(14,090)	​		(3,250)	​		(8,784)	​		(5,306)
Cash and cash equivalents at beginning of period	​		60,366	​		66,882	​		55,060	​		60,366
Cash and cash equivalents at end of period	​	$	46,276	​	$	63,632	​	$	46,276	​	$	55,060
Non-cash activities	​		​	​		​	​		​	​		​
Investing:	​		​	​		​	​		​	​		​
Capitalized depreciation in property, plant and equipment	​	$	289	​	$	316	​	$	146	​	$	143
Capitalized stock based compensation	​	​	151	​	​	135	​	​	78	​	​	73
Property and equipment additions incurred but not paid at period-end	​	​	612	​	​	6	​	​	612	​	​	604
Property, plant and equipment additions transferred from inventory	​	​	536	​	​	356	​	​	536	​	​	392
Financing:	​	​	​	​	​	​	​	​	​	​	​	​
Insurance premium financing	​	​	738	​	​	—	​	​	738	​	​	—
Cash paid for:	​	​	​	​	​	​	​	​	​	​	​	​
Interest	​	​	66		​	66	​	​	33	​	​	33
Income taxes	​	​	325	​	​	813	​	​	325	​	​	—

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SOLARIS OILFIELD INFRASTRUCTURE, INC AND SUBSIDIARIES

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

​

(In thousands)

​

(Unaudited)

​

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

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

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​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended								​	Six months ended
​	​	June 30,					​	March 31,		​	June 30,
​	​	2021		​	2020		​	2021		​	2021		****	2020
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net income (loss)	​	$	(1,870)	​	$	(9,496)	​	$	(1,925)	​	$	(3,795)	​	$	(42,649)
Depreciation and amortization	​		6,752	​		6,671	​		6,693	​		13,445	​	​	13,785
Interest (income) expense, net	​		55	​		35	​		49	​		104	​	​	(76)
Income taxes (1)	​		(217)	​		(1,272)	​		(213)	​		(430)	​	​	(7,350)
EBITDA	​	$	4,720	​	$	(4,062)	​	$	4,604	​	$	9,324	​	$	(36,290)
Stock-based compensation expense (2)	​		1,353	​		1,326	​		1,199	​		2,552	​	​	2,656
Loss on disposal of assets	​	​	99	​	​	1,345	​	​	18	​	​	117	​	​	1,413
Impairment loss	​	​	—	​	​	—	​	​	—	​	​	—	​	​	47,828
Severance expense	​	​	—	​	​	211	​	​	—	​	​	—	​	​	542
Credit losses	​	​	316	​	​	740	​	​	283	​	​	599	​	​	1,451
Transaction costs (3)	​	​	10	​	​	—	​	​	14	​	​	24	​	​	—
Adjusted EBITDA	​	$	6,498	​	$	(440)	​	$	6,118	​	$	12,616	​	$	17,600

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1)	Federal and state income taxes.

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

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3)	Costs related to the evaluation of acquisitions.

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SOLARIS OILFIELD INFRASTRUCTURE, INC AND SUBSIDIARIES

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

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(In thousands)

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(Unaudited)

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

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

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

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​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended								​	Six months ended
​	​	June 30,					​	March 31,		​	June 30,
​	​	2021		​	2020		​	2021		​	2021		****	2020
Numerator:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net income (loss) attributable to Solaris	​	$	(1,211)	​	$	(5,540)	​	$	(1,169)	​	$	(2,380)	​	$	(24,623)
Adjustments:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Reallocation of net income (loss) attributable to non-controlling interests from the assumed exchange of LLC Interests (1)	​	​	​<br><br>(659)	​	​	​<br><br>(3,956)	​	​	​<br><br>(756)	​	​	(1,415)	​	​	(18,026)
Loss on disposal of assets	​	​	99	​	​	1,345	​	​	18	​	​	117	​	​	1,413
Credit losses	​	​	316	​	​	740	​	​	283	​	​	599	​	​	1,451
Impairment loss	​	​	—	​	​	—	​	​	—	​	​	—	​	​	47,828
Severance expense	​	​	—	​	​	211	​	​	—	​	​	—	​	​	542
Transaction costs (2)	​	​	10	​	​	—	​	​	14	​	​	24	​	​	—
Income tax (benefit) expense	​	​	47	​	​	182	​	​	11	​	​	58	​	​	(7,920)
Adjusted pro forma net income (loss)	​	$	(1,398)	​	$	(7,018)	​	$	(1,599)	​	$	(2,997)	​	$	665
Denominator:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Weighted average shares of Class A common stock outstanding - diluted	​	​	30,984	​	​	28,638	​	​	29,957	​	​	30,473	​	​	28,975
Adjustments:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Assumed exchange of Solaris LLC Units for shares of Class A common stock (1)	​	​	14,701	​	​	16,616	​	​	15,494	​	​	15,095	​	​	16,615
Adjusted pro forma fully weighted average shares of Class A common stock outstanding - diluted	​	​	45,685	​	​	45,254	​	​	45,451	​	​	45,568	​	​	45,590
Adjusted pro forma earnings per share - diluted	​	$	(0.03)	​	$	(0.16)	​	$	(0.04)	​	$	(0.07)	​	$	0.01

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(1)	Assumes the exchange of all outstanding Solaris LLC Units for shares of Class A common stock at the beginning of the relevant reporting period, resulting in the elimination of the non-controlling interest and recognition of the net income attributable to non-controlling interests.
(2)	Costs related to the evaluation of acquisitions.
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Contacts:

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Yvonne Fletcher

Senior Vice President, Finance and Investor Relations

(281) 501-3070

IR@solarisoilfield.com