Latest news with #Solaris'
Business Wire
16-05-2025
- Business
- Business Wire
Solaris Energy Infrastructure Announces Quarterly Cash Dividend
HOUSTON--(BUSINESS WIRE)--Solaris Energy Infrastructure, Inc. (NYSE:SEI) ('Solaris' or the 'Company') announced today that it that its Board of Directors has approved a second quarter 2025 dividend of $0.12 per share to be paid on June 13, 2025 to holders of record as of June 3, 2025. A distribution of $0.12 per unit has also been approved for holders of units in Solaris Energy Infrastructure, LLC, which is subject to the same payment and record dates. About Solaris Energy Infrastructure, Inc. Solaris Energy Infrastructure, Inc. (NYSE:SEI) provides mobile and scalable equipment-based solutions for use in distributed power generation as well as the management of raw materials used in the completion of oil and natural gas wells. Headquartered in Houston, Texas, Solaris serves multiple U.S. end markets, including energy, data centers, and other commercial and industrial sectors. For more details, visit Solaris Energy Infrastructure, Inc.
Business Wire
29-04-2025
- Business
- Business Wire
Solaris Energy Infrastructure Announces First Quarter 2025 Results, Signing of Joint Venture, Power Solutions Contract and Fleet Growth
HOUSTON--(BUSINESS WIRE)--Solaris Energy Infrastructure, Inc. (NYSE:SEI) ('Solaris' or the 'Company'), today announced significant continued momentum within its business, along with first quarter 2025 financial and operational results. First Quarter 2025 Summary Results Revenue – Revenue of $126 million increased 31% sequentially from the fourth quarter 2024 due to activity growth within Solaris Power Solutions and Solaris Logistics Solutions. Profitability Net income of $13 million and $0.14 per diluted Class A share; Adjusted pro forma net income (1) of $14 million and $0.20 per fully diluted share Total Adjusted EBITDA (1) of $47 million increased over 25% sequentially from the fourth quarter 2024 Joint Venture Highlights Finalized Joint Venture; Upsized and Extended Commercial Contract – Solaris and a major data center client entered into a joint venture, Stateline Power, LLC (the 'JV'). The power service commercial contract supporting the JV has been upsized to a total of approximately 900 megawatts ('MW') of power generation capacity, compared to the previously announced 500 MW. The initial commercial contract tenor has been extended to seven years from six previously. Financing – The JV has executed a term sheet and is finalizing definitive documentation for up to $550 million in the form of a senior secured term loan facility which is expected to support a majority of the capital needs of the JV. The Company's first quarter expenditures included its cash equity investment in the JV and the partner will contribute its pro rata share of cash equity in the second quarter of 2025. Ownership Structure – No change to previously announced structure of 50.1% Solaris-owned and 49.9% customer-owned. Business and Financing Update Continued Fleet Expansion – Following the upsizing of the commercial contract to support the JV, Solaris' power generation fleet had limited open capacity. During the first quarter, Solaris secured approximately 330 MW of new generation capacity with expected deliveries beginning in the second half of 2026. Solaris is in active discussions with multiple customers to deploy this open capacity. Additionally, Solaris expects any potential tariff-related impact on the new equipment order to be 5% or less of the original purchase price. Pro Forma Operated Fleet of 1,700 MW – Solaris' total operated capacity is expected to be approximately 1,700 MW (approximately 1,250 MW owned, net of the JV) by the first half of 2027. Guidance Update – Maintaining Adjusted EBITDA guidance of $50-55 million for second quarter 2025 and establishing third quarter 2025 Adjusted EBITDA guidance of $55-60 million. 'I am excited about the momentum we are seeing across the power sector and believe that our offerings will play a significant and value-added role to this broad-based demand growth. Our contracted fleet expansion provides visibility to continue growing the Company's earnings, which will help us drive total shareholder value while maintaining a balanced and attractive financial profile,' commented Bill Zartler, Solaris' Chairman and Chief Executive Officer. 'We are also excited to solidify our partnership with an industry leader and fast mover in the artificial intelligence computing space to provide power for their newest data center campus. The power that will be provided by our joint venture was increased by approximately 80% to 900 MW for an extended tenor of seven years. We believe this joint venture demonstrates Solaris' value as a partner and in its ability to deliver reliable prime power while also providing redundancy and complementary backup to grid power. Additionally, we have secured meaningful new generation capacity to meet the continued demand we see for power, whether it is co-located, off-grid, or back up.' 'Solaris Logistics Solutions activity increased significantly from fourth quarter 2024 levels due in part to a seasonal rebound in activity but also from adding new customers that needed a solution that could keep up with the completions efficiencies they are achieving on their well sites. We will continue to seek opportunities to create value for other potential Logistics Solutions customers by continuing to demonstrate our ability to enhance well site efficiencies via our all-electric, high-throughput systems and dedication to service.' Segment Results and Outlook (3) Solaris Power Solutions (4) First Quarter 2025 Activity – Averaged approximately 390 MW of capacity earning revenue. Second and Third Quarter 2025 Expected Activity (2) – Revenue generating capacity is expected to grow to an average of 440 MW and 520 MW in the second and third quarters of 2025, respectively. Revenue – First quarter 2025 revenue of $49 million is expected to grow sequentially with additions to capacity. Profitability – First quarter 2025 Segment Adjusted EBITDA (1)(3) of $32 million increased 35% from fourth quarter 2024 due to growth in owned MW as well as increased contribution from third-party leased capacity. Segment Adjusted EBITDA is expected to grow in line with expected average MW generating revenue in the second and third quarters of 2025. Solaris Logistics Solutions First Quarter 2025 Activity – 98 fully utilized systems, up 26% sequentially from fourth quarter 2024. Second and Third Quarter 2025 Expected Activity (2) – Approximately 90 to 95 fully utilized systems in second quarter 2025 and potential activity softness in third quarter 2025 should commodity prices remain at or below current levels. Revenue – First quarter 2025 revenue of $77 million increased 24% from fourth quarter 2024. The increase reflected a seasonal increase in customer activity as well as the addition of new customers. Profitability – First quarter 2025 Segment Adjusted EBITDA (1)(3) of $26 million increased 36% from fourth quarter 2024 primarily due to the increase in fully utilized system count. The Company expects second quarter 2025 per system profitability to be relatively in-line with first quarter 2025 levels. Footnotes (1) See 'About Non-GAAP Measures' below for additional detail and reconciliations of GAAP to non-GAAP measures in the accompanying financial tables. Due to the forward-looking nature of such metrics, a reconciliation of 2025 second quarter and third quarter Adjusted EBITDA to the most directly comparable GAAP measure cannot be provided without unreasonable efforts. (2) Please refer to the Earnings Supplemental Slides posted under 'Events' on the Investor Relations section of the Company's website for more detail on activity and financial guidance, including expected 2025 estimated capital expenditures by quarter. (3) Segment Adjusted EBITDA excludes Corporate Adjusted EBITDA. (4) Each purchase order includes distinct product specifications, such as product type, quantity, delivery period, and price, as well as standard terms and conditions with respect to acceptance, delivery, transportation, inspection, assignment, taxes and performance failure. Expand Conference Call Solaris will host a conference call to discuss its results for first quarter 2025 on Tuesday, April 29, 2025 at 8:00 a.m. Central Time (9:00 a.m. Eastern Time). To join the conference call from within the United States, participants may dial (844) 413-3978, or for participants outside of the United States (412) 317-6594. Participants should ask the operator to join the Solaris Energy 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 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 9278017. The replay will also be available in the Investor Relations section of the Company's website shortly after the conclusion of the call and will remain available for approximately seven days. About Non-GAAP Measures In addition to financial results determined in accordance with generally accepted accounting principles in the United States ('GAAP'), this news release presents non-GAAP financial measures. Management believes that EBITDA, Adjusted EBITDA, Adjusted pro forma net income and Adjusted pro forma earnings per fully diluted share provide useful information to investors regarding the Company's financial condition and results of operations because they reflect the core operating results of our businesses and help facilitate comparisons of operating performance across periods. Although management believes the aforementioned non-GAAP financial measures are good tools for internal use and the investment community in evaluating Solaris' overall financial performance, the foregoing non-GAAP financial measures should be considered in addition to, not as a substitute for or superior to, other measures of financial performance prepared in accordance with GAAP. A reconciliation of these non-GAAP measures to the most directly comparable GAAP measures is included in the accompanying financial tables. About Solaris Energy Infrastructure, Inc. Solaris Energy Infrastructure, Inc. (NYSE:SEI) provides mobile and scalable equipment-based solutions for use in distributed power generation as well as the management of raw materials used in the completion of oil and natural gas wells. Headquartered in Houston, Texas, Solaris serves multiple U.S. end markets, including energy, data centers, and other commercial and industrial sectors. Additional information is available on our website, 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, changes in tariffs, trade barriers, price and exchange controls and other regulatory requirements, and the impact of such policies on us, our customers and the global economic environment, the success of our JV and associated transactions and its impact on the financial condition and results of operations of our Solaris Power Solutions segment, the anticipated growth of our power fleet and sources of financing thereafter, the volatility in global oil markets, expected capital expenditures and the impact of such expenditures on performance, management changes, current and potential future long-term contracts, our future business and financial performance and our results of operations, and the other risks discussed in Part I, Item 1A. 'Risk Factors' in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the US Securities Exchange Commission (the 'SEC') on March 5, 2025 and Part II, Item 1A. 'Risk Factors' in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 to be filed with the SEC subsequent to the issuance of this communication. 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. 1) Represents gain recognized on the sale of a 300-acre transload facility located in Kingfisher, Oklahoma and termination of an associated lease. All assets had zero net carrying value at time of sale. 2) Other operating expense (income), net includes the gains or losses on the sale or disposal of assets, credit losses or recoveries, sublease income, transaction costs and other settlements. 3) The Company's unvested restricted shares of common stock are participating securities because they entitle the holders to non-forfeitable rights to dividends until the awards vest or are forfeited. Expand SOLARIS ENERGY INFRASTRUCTURE, INC (In thousands, except per share amounts) (Unaudited) March 31, 2025 2024 Assets Current assets: Cash and cash equivalents $ 16,722 $ 114,255 Restricted cash — 45,612 Accounts receivable, net of allowances for credit losses of $1,763 and $681, respectively 89,759 71,774 Prepaid expenses and other current assets 8,486 8,387 Inventories 11,215 10,948 Total current assets 126,182 250,976 Property, plant and equipment, net 293,831 298,828 Equipment held for lease, net 481,364 339,932 Non-current inventories 1,590 1,693 Non-current receivables, net of allowances for credit losses of $365 and $654, respectively — 1,069 Operating lease right-of-use assets 9,545 9,966 Goodwill 103,985 103,985 Intangible assets, net 68,102 71,521 Deferred tax assets 43,912 43,574 Other assets 1,279 1,337 Total assets $ 1,129,790 $ 1,122,881 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 28,109 $ 21,092 Accrued liabilities 26,473 23,159 Deferred revenue 5,227 4,924 Payables related to Tax Receivable Agreement, current portion — 3,610 Finance lease liabilities, current portion 1,757 2,307 Operating lease liabilities, current portion 1,594 1,599 Long-term debt, current portion 12,188 8,125 Other current liabilities 52 717 Total current liabilities 75,400 65,533 Operating lease liabilities, net of current portion 7,659 8,058 Long-term debt, net of current portion 303,970 307,605 Finance lease liabilities, net of current portion 921 1,182 Payables related to Tax Receivable Agreement, net of current portion 73,730 73,730 Other long-term liabilities 44 44 Total liabilities 461,724 456,152 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, 38,438 shares and 38,013 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively 365 359 Class B common stock, $0.00 par value, 180,000 shares authorized, 29,107 shares and 29,107 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively; convertible into Class A common stock on a one-for-one basis — — Additional paid-in capital 342,622 337,598 Retained earnings 18,298 17,664 Total stockholders' equity attributable to Solaris Energy Infrastructure, Inc. 361,285 355,621 Non-controlling interest 306,781 311,108 Total stockholders' equity 668,066 666,729 Total liabilities and stockholders' equity $ 1,129,790 $ 1,122,881 Expand SOLARIS ENERGY INFRASTRUCTURE, INC CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Three Months Ended March 31, 2025 2024 Cash flows from operating activities: Net income $ 12,968 $ 7,300 Adjustment to reconcile net income to net cash provided by operating activities: Depreciation and amortization 20,064 9,934 Stock-based compensation 6,990 2,217 Deferred income tax expense 4,330 1,727 Other 1,130 609 Changes in assets and liabilities: Accounts receivable (17,710 ) (1,795 ) Accounts receivable - related party — (343 ) Prepaid expenses and other assets (128 ) 951 Inventories (164 ) (448 ) Accounts payable 5,395 (131 ) Accrued liabilities (3,743 ) (3,146 ) Deferred revenue 303 — Cash settlement of stock-based compensation (3,713 ) — Net cash provided by operating activities 25,722 16,875 Cash flows from investing activities: Investment in property, plant and equipment and equipment held for lease (144,330 ) (3,358 ) Proceeds from disposal of property, plant and equipment 7 10 Net cash used in investing activities (144,323 ) (3,348 ) Cash flows from financing activities: Share repurchases and retirements — (8,092 ) Distributions to non-controlling interest unitholders (4,696 ) (1,641 ) Dividends paid to Class A common stock shareholders (4,686 ) (3,648 ) Payments under finance leases (754 ) (602 ) Payments under insurance premium financing (665 ) (414 ) Cancelled shares withheld for taxes from vesting of restricted stock (10,133 ) (1,539 ) Payment of liabilities under Tax Receivable Agreement (3,610 ) — Borrowings from debt financing — 4,000 Repayments of debt financing — (4,000 ) Net cash used in financing activities (24,544 ) (15,936 ) Net decrease in cash, cash equivalents and restricted cash (143,145 ) (2,409 ) Cash and cash equivalents at beginning of period 159,867 5,833 Cash, cash equivalents and restricted cash at end of period $ 16,722 $ 3,424 Non-cash investing and financing activities: Capitalized depreciation in property, plant and equipment $ 100 $ 120 Capitalized stock based compensation 175 134 Property, plant and equipment and equipment held for lease additions incurred but not paid at period-end 18,243 331 Reclassification of assets held for sale to property, plant and equipment — 3,000 Supplemental cash flow disclosure: Interest paid, net of capitalized interest $ 5,712 $ 758 Interest received 1,032 33 Income taxes paid, net of refunds — 76 Expand SOLARIS ENERGY INFRASTRUCTURE, INC SEGMENT REPORTING (In thousands) (Unaudited) We report two distinct business segments, which offer different services and align with how our chief operating decision maker assesses operating performance and allocates resources. Our reporting segments are: Solaris Logistics Solutions – designs and manufactures specialized equipment that enables the efficient management of raw materials used in the completion of oil and natural gas wells. Solaris' equipment-based logistics services including field technician support, software solutions, and may also include last mile and mobilization services. Solaris Power Solutions – provides configurable sets of natural gas-powered mobile turbines and ancillary equipment. This segment primarily leases equipment to data center and energy customers and is focused on continuing to grow its services with these customers as well as across multiple commercial and industrial end-markets. We evaluate the performance of our business segments based on Adjusted EBITDA. We define Adjusted EBITDA as our net income before depreciation and amortization expense, interest expense, net, income tax expense, stock-based compensation, loss on debt extinguishment, and certain non-cash items and any extraordinary, unusual or non-recurring gains, losses or expenses. Summarized financial information by business segment is shown below. The financial information by business segment for prior periods has been restated to reflect the changes in reportable segments. * See 'About Non-GAAP Measures' above for additional detail and reconciliations of GAAP to non-GAAP measures in the accompanying financial tables. Expand SOLARIS ENERGY INFRASTRUCTURE, INC RECONCILIATION AND CALCULATION OF NON-GAAP FINANCIAL AND OPERATIONAL MEASURES (In thousands, except per share data) (Unaudited) EBITDA AND ADJUSTED EBITDA We view EBITDA and Adjusted EBITDA as important indicators of performance. We use them to assess our results of operations because it allows us, our investors and our lenders to compare our operating performance on a consistent basis across periods by removing the effects of varying levels of interest expense due to our capital structure, depreciation and amortization due to our asset base and other items that impact the comparability of financial results from period to period. We present EBITDA and Adjusted EBITDA because we believe they provide useful information regarding trends and other factors affecting our business in addition to measures calculated under generally accepted accounting principles in the United States ('GAAP'). We define EBITDA as net income, plus (i) depreciation and amortization expense, (ii) interest expense and (iii) income tax expense. 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. 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 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 the GAAP financial measure of net income to the non-GAAP financial measure of Adjusted EBITDA. ____________________ 1) United States federal and state income taxes. 2) Represents gain recognized on the sale of a 300-acre transload facility located in Kingfisher, Oklahoma and termination of an associated lease. All assets had zero net carrying value at time of sale. 3) Represents stock-based compensation expense related to restricted stock awards and performance-based restricted stock units. 4) Reduction in liability due to state tax rate change. 5) Represents costs incurred to affect the MER acquisition. 6) Other includes the net effect of loss/gain on disposal of assets and lease terminations, inventory write-offs and transaction costs. Expand ADJUSTED PRO FORMA NET INCOME AND ADJUSTED PRO FORMA EARNINGS PER FULLY DILUTED SHARE 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 Energy 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. When used in conjunction with GAAP financial measures, adjusted pro forma net income and adjusted pro forma earnings per fully diluted share are supplemental measures of operating performance that the Company believes are useful measures to evaluate performance period over period and relative to its competitors. By assuming the full exchange of all outstanding Solaris LLC Units, the Company believes these measures facilitate comparisons with other companies that have different organizational and tax structures, as well as comparisons period over period because it eliminates the effect of any changes in net income attributable to Solaris as a result of increases in its ownership of Solaris LLC, which are unrelated to the Company's operating performance, and excludes items that are non-recurring or may not be indicative of ongoing operating performance. Adjusted pro forma net income and adjusted pro forma earnings per fully diluted share are not necessarily comparable to similarly titled measures used by other companies due to different methods of calculation. Presentation of adjusted pro forma net income and adjusted pro forma earnings per fully diluted share should not be considered alternatives to net income and earnings per share, as determined under GAAP. While these measures are useful in evaluating the Company's performance, it does not account for the earnings attributable to the non-controlling interest holders and therefore does not provide a complete understanding of the net income attributable to Solaris. Adjusted pro forma net income and adjusted pro forma earnings per fully diluted share should be evaluated in conjunction with GAAP financial results. A reconciliation of adjusted pro forma net income to net income attributable to Solaris, the most directly comparable GAAP measure, and the computation of adjusted pro forma earnings per fully diluted share are set forth below. (1) Assumes the exchange of all outstanding Solaris LLC Units for shares of Class A common stock at the beginning of the relevant reporting period, resulting in the elimination of the non-controlling interest and recognition of the net income attributable to non-controlling interests. (2) Represents gain recognized on the sale of a 300-acre transload facility located in Kingfisher, Oklahoma and termination of an associated lease. All assets had zero net carrying value at time of sale. (3) Represents costs incurred to affect the MER acquisition. (4) Reduction in liability due to state tax rate change. (5) Other includes the net effect of loss/gain on disposal of assets, loss/gain on lease terminations, and transaction costs. (6) Represents the weighted-average potentially dilutive effect of Class B common stock, unvested restricted stock awards, unvested performance-based restricted stock units, and outstanding stock options. Expand
Associated Press
31-03-2025
- Business
- Associated Press
SEI CLASS ACTION NOTICE: The Law Offices of Frank R. Cruz Files Securities Fraud Lawsuit Against Solaris Energy Infrastructure, Inc.
LOS ANGELES--(BUSINESS WIRE)--Mar 31, 2025-- The Law Offices of Frank R. Cruz announces that it has filed a class action lawsuit in the United States District Court for the Southern District of Texas, captioned Pirello v. Solaris Energy Infrastructure, Inc., et al., Case No. 25-cv-01455, on behalf of persons and entities that purchased or otherwise acquired Solaris Energy Infrastructure, Inc. ('Solaris' or the 'Company') (NYSE: SEI) securities between July 9, 2024 and March 17, 2025, inclusive (the 'Class Period'). Plaintiff pursues claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the 'Exchange Act'). Investors are hereby notified that they have until to move the Court to serve as lead plaintiff in this action. What Happened? On July 9, 2024, Solaris announced that it has entered into an agreement to acquire Mobile Energy Rentals LLC ('MER'). Solaris completed the MER acquisition on September 11, 2024. On March 17, 2025, Morpheus Research published an investigative report alleging, among other things, that MER had been 'a ~$2.5 million revenue equipment leasing business based out of a condo with zero employees, no turbines, and no track record in the mobile turbine rental industry.' The report revealed that one of MER's co-owners, John Tuma ('Tuma') was in fact, a 'convicted felon' for 'environmental crimes and lying to the court 'on multiple occasions under oath'' and was involved in a '$800 million gas turbine scandal… that included allegations of bid rigging [and] corruption.' Despite being 'nothing more than a small, local switchgear rental business at the end of 2023' MER was 'seemingly transformed throughout the first half of 2024 – just months before it was acquired by Solaris' immediately after Tuma joined the Company. The report then described how, in that period, MER had acquired substantially all of its turbines, primarily financed through the $71 million in debt that Solaris would later pay in the Acquisition. Contrary to Solaris's claims 'that MER had a 'contracted and diversified earnings stream[,]'' in fact, 'that 96% of its Power Solutions revenue was derived from a single customer[.]' On this news, Solaris' stock price fell $4.15, or 16.9%, to close at $20.46 per share on March 17, 2025, on unusually heavy trading volume. What Is The Lawsuit About? The complaint filed in this class action alleges that throughout the Class Period, Defendants made materially false and/or misleading statements, as well as failed to disclose material adverse facts about the Company's business, operations, and prospects. Specifically, Defendants failed to disclose to investors that: (1) MER had little to no corporate history in the mobile turbine leasing space; (2) MER did not have a diversified earnings stream; (3) MER's co-owner was a convicted felon associated with multiple allegations of turbine-related fraud; (4) as a result, Solaris overstated the commercial prospects posed by the Acquisition; (5) Solaris inflated profitability metrics by failing to properly depreciate its turbines; and (6) that, as a result of the foregoing, Defendants' positive statements about the Company's business, operations, and prospects were materially misleading and/or lacked a reasonable basis. Contact Us To Participate or Learn More: If you purchased Solaris securities, have information or would like to learn more about these claims, or have any questions concerning this announcement or your rights or interests with respect to these matters, please click HERE or contact us at: 2121 Avenue of the Stars, Suite 800 Telephone: 310-914-5007 This press release may be considered Attorney Advertising in some jurisdictions under the applicable law and ethical rules. CONTACT: Law Offices of Frank R. Cruz 2121 Avenue of the Stars, Suite 800 Telephone: 310-914-5007 SOURCE: The Law Offices of Frank R. Cruz Copyright Business Wire 2025. PUB: 03/31/2025 08:45 AM/DISC: 03/31/2025 08:47 AM
Associated Press
29-03-2025
- Business
- Associated Press
SEI CLASS ACTION NOTICE: Glancy Prongay & Murray LLP Files Securities Fraud Lawsuit On Behalf Of Solaris Energy Infrastructure, Inc. Investors
LOS ANGELES--(BUSINESS WIRE)--Mar 28, 2025-- Glancy Prongay & Murray LLP ('GPM'), announces that it has filed a class action lawsuit in the United States District Court for the Southern District of Texas, captioned Pirello v. Solaris Energy Infrastructure, Inc., et al., Case No. 25-cv-01455, on behalf of persons and entities that purchased or otherwise acquired Solaris Energy Infrastructure, Inc. ('Solaris' or the 'Company') (NYSE: SEI) securities between July 9, 2024 and March 17, 2025, inclusive (the 'Class Period'). Plaintiff pursues claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the 'Exchange Act'). Investors are hereby notified that they have 60 days from the date of this notice to move the Court to serve as lead plaintiff in this action. What Happened? On July 9, 2024, Solaris announced that it has entered into an agreement to acquire Mobile Energy Rentals LLC ('MER'). Solaris completed the MER acquisition on September 11, 2024. On March 17, 2025, Morpheus Research published an investigative report alleging, among other things, that MER had been 'a ~$2.5 million revenue equipment leasing business based out of a condo with zero employees, no turbines, and no track record in the mobile turbine rental industry.' The report revealed that one of MER's co-owners, John Tuma ('Tuma') was in fact, a 'convicted felon' for 'environmental crimes and lying to the court 'on multiple occasions under oath'' and was involved in a '$800 million gas turbine scandal… that included allegations of bid rigging [and] corruption.' Despite being 'nothing more than a small, local switchgear rental business at the end of 2023' MER was 'seemingly transformed throughout the first half of 2024 – just months before it was acquired by Solaris' immediately after Tuma joined the Company. The report then described how, in that period, MER had acquired substantially all of its turbines, primarily financed through the $71 million in debt that Solaris would later pay in the Acquisition. Contrary to Solaris's claims 'that MER had a 'contracted and diversified earnings stream[,]'' in fact, 'that 96% of its Power Solutions revenue was derived from a single customer[.]' On this news, Solaris' stock price fell $4.15, or 16.9%, to close at $20.46 per share on March 17, 2025, on unusually heavy trading volume. What Is The Lawsuit About? The complaint filed in this class action alleges that throughout the Class Period, Defendants made materially false and/or misleading statements, as well as failed to disclose material adverse facts about the Company's business, operations, and prospects. Specifically, Defendants failed to disclose to investors that: (1) MER had little to no corporate history in the mobile turbine leasing space; (2) MER did not have a diversified earnings stream; (3) MER's co-owner was a convicted felon associated with multiple allegations of turbine-related fraud; (4) as a result, Solaris overstated the commercial prospects posed by the Acquisition; (5) Solaris inflated profitability metrics by failing to properly depreciate its turbines; and (6) that, as a result of the foregoing, Defendants' positive statements about the Company's business, operations, and prospects were materially misleading and/or lacked a reasonable basis. If you purchased or otherwise acquired Solaris securities during the Class Period, you may move the Court no later than 60 days from the date of this notice to ask the Court to appoint you as lead plaintiff. Contact Us To Participate or Learn More: If you wish to learn more about this action, or if you have any questions concerning this announcement or your rights or interests with respect to these matters, please contact us: Charles Linehan, Esq., Glancy Prongay & Murray LLP, 1925 Century Park East, Suite 2100, Los Angeles California 90067 Telephone: 310-201-9150, Toll-Free: 888-773-9224 Visit our website at If you inquire by email, please include your mailing address, telephone number and number of shares purchased. To be a member of the Class you need not take any action at this time; you may retain counsel of your choice or take no action and remain an absent member of the Class. This press release may be considered Attorney Advertising in some jurisdictions under the applicable law and ethical rules. View source version on CONTACT: Contact Us: Glancy Prongay & Murray LLP, 1925 Century Park East, Suite 2100 Los Angeles, CA 90067 Charles Linehan Email: [email protected] Telephone: 310-201-9150 Toll-Free: 888-773-9224 Visit our website at: SOURCE: Glancy Prongay & Murray LLP Copyright Business Wire 2025. PUB: 03/28/2025 08:42 PM/DISC: 03/28/2025 08:42 PM
Yahoo
21-02-2025
- Business
- Yahoo
Solaris Energy Infrastructure Announces Fourth Quarter and Full Year 2024 Results, New Power Solutions Equipment Orders and Long-term Contract, and Continued Shareholder Returns for First Quarter 2025
HOUSTON, February 21, 2025--(BUSINESS WIRE)--Solaris Energy Infrastructure, Inc. (NYSE:SEI) ("Solaris" or the "Company"), today announced significant continued momentum within its business, along with fourth quarter 2024 financial and operational results. Fourth Quarter 2024 Summary Results and Key Business Updates Revenue – Revenue of $96 million increased 28% sequentially from the third quarter 2024 due to a full quarter of contribution from Solaris Power Solutions following the closing of the acquisition of Mobile Energy Rentals LLC ("MER," and such acquisition, the "MER Acquisition") on September 11, 2024, as well as continued activity growth within Solaris Power Solutions. Profitability Net income of $14 million and $0.19 per diluted Class A share; Adjusted pro forma net income(1) of $7 million and $0.12 per fully diluted share Total Adjusted EBITDA(1) of $37 million Cash Flow and Capital Expenditures – Net cash from operating activities was $13 million in the fourth quarter 2024, and capital expenditures were approximately $127 million, which primarily consisted of progress and delivery payments for power equipment. Net cash used in investing activities was approximately $115 million. Balance Sheet and Liquidity – As of December 31, 2024, Solaris had $325 million in outstanding borrowings and $160 million in total cash, of which $46 million was restricted for certain growth capital expenditures. The year-end cash balance reflected the impact from the net proceeds of approximately $156 million from an underwritten public offering of 6.5 million shares of Class A common stock on December 11, 2024. Power Solutions Growth Update – Recently secured an additional 700 megawatts ("MW") of gas-powered turbines with majority of deliveries expected to occur throughout 2026, bringing Solaris' pro forma operated power fleet to approximately 1,400 MW by the first half of 2027. Total expected capital expenditures, including allowance for balance-of-plant and emissions control technology, associated with these orders(4) are estimated to be approximately $600 million. Establishing Long-term Partnership with Key Customer – New commercial contract for a minimum of 500 MW for an initial term of six years to support construction of a new data center; finalizing 50.1% / 49.9% Joint Venture with customer to co-own the power plant equipment for this data center Guidance Update – The Company expects first quarter 2025 Total Adjusted EBITDA to be between $44 and $48 million and second quarter Total Adjusted EBITDA to be between $50 and $55 million(1)(2) Shareholder Returns – Approved first quarter 2025 dividend of $0.12 per share on February 18, 2025, to be paid on March 21, 2025, to holders of record as of March 11, 2025, which, once paid, will represent Solaris' 26th consecutive dividend and, combined with share repurchases, will result in a total of $198 million cumulatively returned to shareholders. CEO Commentary "The fourth quarter of 2024 was our first complete quarter operating our new Solaris Power Solutions segment and the team continues to execute well on our strategy of using the stable cash flow from our Solaris Logistics Solutions business to help fund the tremendous growth opportunity for behind-the-meter power deployments across a variety of end markets," commented Bill Zartler, Solaris' Chairman and Chief Executive Officer. "We continue to see an acceleration of demand for behind-the-meter projects and, to support this growth, we have secured approximately 700 megawatts of new power generation capacity, which will effectively double our operated fleet over the next two years. This additional capacity will allow us both to service growth from our current customer base as well as to continue to expand our offering with new customers." "The Solaris Logistics Solutions segment has demonstrated a strong rebound in activity early in 2025 relative to the seasonal softness experienced in the fourth quarter. The increase in activity is due to continued market adoption of multiple types of Solaris systems on an increased number of well sites and a reset of completion budgets." "We are excited with recent results from both business segments, the growing opportunity set we are seeing in the distributed power space, and the exceptional team and innovative culture that we continue to build. We believe we will continue to drive total shareholder value by growing the company, continuing to pay our dividend, and maintaining a balanced and attractive financial profile." Segment Results and Outlook (3)(4) Solaris Power Solutions Fourth Quarter 2024 Activity – Averaged approximately 260 MW of capacity earning revenue. First and Second Quarter 2025 Activity (2) – Revenue generating capacity is expected to grow to an average of 360 MW and 420 MW in first and second quarters of 2025, respectively. Revenue – Fourth quarter 2024 revenue of $34 million is expected to grow sequentially with MW capacity earning revenue. Profitability – Fourth quarter 2024 Segment Adjusted EBITDA (1)(3) of $24 million is expected to grow sequentially with owned MW growth, with additional smaller contribution earned from the portion of revenue generated from third-party leased MW. Solaris Logistics Solutions Fourth Quarter 2024 Activity – 78 fully utilized systems, down 15% sequentially from third quarter 2024. First and Second Quarter 2025 Expected Activity (2) – Approximately 90 to 95 fully utilized systems, which reflects over 15% improvement from fourth quarter 2024. Revenue – Fourth quarter 2024 revenue of $62 million decreased 11% from third quarter 2024, in line with the seasonal decline in fully utilized systems and is expected to grow in line with system growth in first quarter 2025. Profitability – Fourth quarter 2024 Segment Adjusted EBITDA (1)(3) of $19 million decreased 22% from third quarter 2024 and reflected negative cost absorption due to the decline in fully utilized system count. The Company expects first quarter 2025 per system profitability to approximate third quarter 2024 levels. Footnotes (1) See "About Non-GAAP Measures" below for additional detail and reconciliations of GAAP to non-GAAP measures in the accompanying financial tables. Due to the forward-looking nature of such metrics, a reconciliation of 2025 first quarter and second quarter Adjusted EBITDA to the most directly comparable GAAP measure cannot be provided without unreasonable efforts. (2) Please refer to the Earnings Supplemental Slides posted under "Events" on the Investor Relations section of the Company's website for more detail on activity and financial guidance, including expected 2025 estimated capital expenditures by quarter. (3) Segment Adjusted EBITDA excludes Corporate Adjusted EBITDA. (4) Each purchase order includes distinct product specifications, such as product type, quantity, delivery period, and price, as well as standard terms and conditions with respect to acceptance, delivery, transportation, inspection, assignment, taxes and performance failure. Conference Call Solaris will host a conference call to discuss its results for fourth quarter 2024 on Friday, February 21, 2025 at 9:00 a.m. Central Time (10:00 a.m. Eastern Time). To join the conference call from within the United States, participants may dial (844) 413-3978, or for participants outside of the United States (412) 317-6594. Participants should ask the operator to join the Solaris Energy 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 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 3610985. The replay will also be available in the Investor Relations section of the Company's website shortly after the conclusion of the call and will remain available for approximately seven days. About Non-GAAP Measures In addition to financial results determined in accordance with generally accepted accounting principles in the United States ("GAAP"), this news release presents non-GAAP financial measures. Management believes that EBITDA, Adjusted EBITDA, Adjusted pro forma net income and Adjusted pro forma earnings per fully diluted share provide useful information to investors regarding the Company's financial condition and results of operations because they reflect the core operating results of our businesses and help facilitate comparisons of operating performance across periods. Although management believes the aforementioned non-GAAP financial measures are good tools for internal use and the investment community in evaluating Solaris' overall financial performance, the foregoing non-GAAP financial measures should be considered in addition to, not as a substitute for or superior to, other measures of financial performance prepared in accordance with GAAP. A reconciliation of these non-GAAP measures to the most directly comparable GAAP measures is included in the accompanying financial tables. About Solaris Energy Infrastructure, Inc. Solaris Energy Infrastructure, Inc. (NYSE:SEI) provides mobile and scalable equipment-based solutions for use in distributed power generation as well as the management of raw materials used in the completion of oil and natural gas wells. Headquartered in Houston, Texas, Solaris serves multiple U.S. end markets, including energy, data centers, and other commercial and industrial sectors. Additional information is available on our website, 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 volatility in global oil markets, expected capital expenditures and the impact of such expenditures on performance, management changes, current and potential future long-term contracts, our future business and financial performance and our results of operations, and the other risks discussed in Part I, Item 1A. "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2024 to be filed with the US Securities Exchange Commission (the "SEC") subsequent to the issuance of this communication. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements. Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include, but are not limited to the factors discussed or referenced in our filings made from time to time with the SEC. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. SOLARIS ENERGY INFRASTRUCTURE, INC CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) (Unaudited) Three Months Ended Year Ended December 31, September 30, December 31, 2024 2023 2024 2024 2023 Service revenue $ 64,581 $ 60,069 $ 64,350 $ 263,206 $ 269,474 Service revenue - related parties — 3,278 5,964 13,465 23,473 Leasing revenue 31,716 — 4,704 36,420 — Total revenue 96,297 63,347 75,018 313,091 292,947 Operating costs and expenses: Cost of services, excluding depreciation and amortization 45,131 36,870 45,822 176,971 177,847 Cost of leasing revenue, excluding depreciation 6,849 — 1,101 7,950 — Non-leasing depreciation and amortization 11,625 9,518 10,059 41,183 36,185 Depreciation of leasing equipment 5,103 — 932 6,035 — Gain on sale of Kingfisher facility (1) (7,461 ) — — (7,461 ) — Gain on reversal of property tax contingency (2) — — — (2,483 ) — Selling, general and administrative 10,569 7,229 8,799 35,617 26,951 Impairment of property, plant and equipment — — — — 1,423 Other operating (income) expense, net (3) (1,258 ) 489 3,038 2,463 639 Total operating costs and expenses 70,558 54,106 69,751 260,275 243,045 Operating income 25,739 9,241 5,267 52,816 49,902 Interest expense, net (7,392 ) (912 ) (2,932 ) (11,808 ) (3,307 ) Loss on debt extinguishment (4) — — (4,085 ) (4,085 ) — Income (loss) before income tax expense 18,347 8,329 (1,750 ) 36,923 46,595 Provision for income taxes (4,343 ) (1,370 ) (460 ) (8,005 ) (7,820 ) Net income (loss) 14,004 6,959 (2,210 ) 28,918 38,775 Less: net (income) loss related to non-controlling interests (7,753 ) (2,658 ) 1,242 (13,110 ) (14,439 ) Net income (loss) attributable to Solaris Energy Infrastructure, Inc. 6,251 4,301 (968 ) 15,808 24,336 Less: income attributable to participating securities (5) (410 ) (214 ) (228 ) (1,040 ) (1,169 ) Net income (loss) attributable to Class A common shareholders $ 5,841 $ 4,087 $ (1,196 ) $ 14,768 $ 23,167 Earnings per share of Class A common stock - basic $ 0.20 $ 0.14 $ (0.04 ) $ 0.51 $ 0.78 Earnings per share of Class A common stock - diluted $ 0.19 $ 0.14 $ (0.04 ) $ 0.50 $ 0.78 Basic weighted average shares of Class A common stock outstanding 29,747 29,024 28,377 28,763 29,693 Diluted weighted average shares of Class A common stock outstanding 30,447 29,024 28,377 29,235 29,693 1) Represents gain recognized on the sale of a 300-acre transload facility located in Kingfisher, Oklahoma and termination of an associated lease. All assets had zero net carrying value at time of sale. 2) Represents reversal of a portion of previously recognized property tax contingency following a settlement agreement with Brown County Appraisal District. 3) Other operating expense, net includes the gains or losses on the sale or disposal of assets, credit losses or recoveries, sublease income, transaction costs and other settlements. 4) Primarily consists of the write-off of the unamortized portion of debt financing costs associated with securing a bridge financing facility, which had not been utilized and was subsequently extinguished upon obtaining alternative financing for the MER Acquisition. 5) The Company's unvested restricted shares of common stock are participating securities because they entitle the holders to non-forfeitable rights to dividends until the awards vest or are forfeited. SOLARIS ENERGY INFRASTRUCTURE, INC CONSOLIDATED BALANCE SHEETS (In thousands, except per share amounts) (Unaudited) December 31, December 31, 2024 2023 Assets Current assets: Cash and cash equivalents $ 114,255 $ 5,833 Restricted cash 45,612 — Accounts receivable, net of allowances of $681 and $104, respectively 71,774 44,916 Accounts receivable - related party — 2,378 Prepaid expenses and other current assets 8,387 4,342 Inventories 10,948 6,672 Assets held for sale — 3,000 Total current assets 250,976 67,141 Property, plant and equipment, net 298,828 325,121 Equipment held for lease, net 339,932 — Non-current inventories 1,693 1,593 Non-current receivables, net of allowance of $654 and $862, respectively 1,069 1,663 Operating lease right-of-use assets 9,966 10,721 Goodwill 103,985 13,004 Intangible assets, net 71,521 702 Deferred tax assets 43,574 48,010 Other assets 1,337 342 Total assets $ 1,122,881 $ 468,297 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 21,092 $ 12,654 Accrued liabilities 23,159 20,292 Deferred revenue 4,924 — Payables related to Tax Receivable Agreement, current portion 3,610 — Finance lease liabilities, current portion 2,307 2,462 Operating lease liabilities, current portion 1,599 1,385 Long-term debt, current portion 8,125 — Other current liabilities 717 408 Total current liabilities 65,533 37,201 Operating lease liabilities, net of current portion 8,058 11,541 Long-term debt, net of current portion 307,605 30,000 Finance lease liabilities, net of current portion 1,182 2,401 Payables related to Tax Receivable Agreement, net of current portion 73,730 71,530 Other long-term liabilities 44 44 Total liabilities 456,152 152,717 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, 38,012 shares and 30,448 shares issued and outstanding as of December 31, 2024 and 2023, respectively 359 290 Class B common stock, $0.00 par value, 180,000 shares authorized, 29,107 shares and 13,672 shares issued and outstanding as of December 31, 2024 and 2023, respectively; convertible into Class A common stock on a one-for-one basis — — Additional paid-in capital 337,598 188,379 Retained earnings 17,664 17,314 Total stockholders' equity attributable to Solaris Energy Infrastructure, Inc. 355,621 205,983 Non-controlling interest 311,108 109,597 Total stockholders' equity 666,729 315,580 Total liabilities and stockholders' equity $ 1,122,881 $ 468,297 SOLARIS ENERGY INFRASTRUCTURE, INC CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Year EndedDecember 31, Three MonthsEndedDecember 31, 2024 2023 2024 Cash flows from operating activities: Net income $ 28,918 $ 38,775 $ 14,004 Adjustment to reconcile net income to net cash provided by operating activities: Depreciation and amortization 47,218 36,185 16,728 Impairment of fixed assets — 1,423 — Gain on sale of Kingfisher facility (7,461 ) — (7,461 ) Stock-based compensation 10,592 7,741 3,043 Loss on debt extinguishment 4,085 — — Deferred income tax expense 6,467 7,251 3,273 Change in payables related to Tax Receivable Agreement (1,598 ) — (1,559 ) Other 2,315 658 572 Changes in assets and liabilities: Accounts receivable (19,159 ) 17,155 (21,452 ) Accounts receivable - related party 2,378 2,547 6,444 Prepaid expenses and other assets (4,196 ) 700 (2,322 ) Inventories (2,251 ) (6,186 ) 159 Accounts payable (3,451 ) (10,630 ) (1,770 ) Accrued liabilities 4,951 (6,266 ) 6,290 Deferred revenue (6,958 ) — (2,849 ) Payments pursuant to Tax Receivable Agreement — (1,092 ) — Property tax contingency (2,483 ) — — Net cash provided by operating activities 59,367 88,261 13,100 Cash flows from investing activities: MER Acquisition, net of cash acquired (122,065 ) — — Receivable from Sellers (6,502 ) — — Cash received from Sellers 6,502 — 6,502 Investment in property, plant and equipment and equipment held for lease (188,419 ) (64,388 ) (126,651 ) Proceeds from sale of Kingfisher facility 5,000 — 5,000 Cash received from insurance claims 326 122 — Proceeds from disposal of property, plant and equipment 126 2,263 66 Short-term loan to MER (29,750 ) — —... Repayment of short-term loan from MER 29,750 — — Net cash used in investing activities (305,032 ) (62,003 ) (115,083 ) Cash flows from financing activities: Share repurchases and retirements (8,092 ) (26,436 ) — Class A common stock offering 160,875 — 160,875 Distributions to non-controlling interest unitholders (8,536 ) (6,634 ) (3,613 ) Dividends paid to Class A common stock shareholders (14,600 ) (14,072 ) (3,661 ) Payments under finance leases (2,991 ) (2,502 ) (838 ) Proceeds from issuance of insurance notes payable 3,553 1,520 — Payments under insurance premium financing (2,917 ) (1,651 ) (975 ) Cancelled shares withheld for taxes from vesting of restricted stock (1,695 ) (1,364 ) (107 ) Payment of fees related to Class A common stock offering (5,252 ) — (5,252 ) Borrowings from debt financing 362,000 35,000 — Repayments of debt financing (67,000 ) (13,000 ) — Payments of fees related to debt extinguishment (3,976 ) — — Payments for debt financing costs (11,670 ) (121 ) (1,120 ) Net cash provided by (used in) financing activities 399,699 (29,260 ) 145,309 Net increase (decrease) in cash, cash equivalents and restricted cash 154,034 (3,002 ) 43,326 Cash and cash equivalents at beginning of period 5,833 8,835 116,541 Cash, cash equivalents and restricted cash at end of period $ 159,867 $ 5,833 $ 159,867 Non-cash investing and financing activities: Capitalized depreciation in property, plant and equipment $ 450 $ 432 $ 105 Capitalized stock based compensation 624 539 159 Property, plant and equipment and equipment held for lease additions incurred but not paid at period-end 9,580 1,284 9,580 Reclassification of assets held for sale to property, plant and equipment 3,000 — — Additions to property, plant and equipment through finance leases 1,536 2,012 184 Non-cash financing, issuance of common stock for MER Acquisition 186,378 — — Supplemental cash flow disclosure: Interest paid, net of capitalized interest $ 11,458 $ 2,958 $ 9,448 Interest received 1,464 143 698 Income taxes paid, net of refunds 503 478 (17 ) SOLARIS ENERGY INFRASTRUCTURE, INC SEGMENT REPORTING (In thousands) (Unaudited) Prior to the MER Acquisition, we operated in a single segment which reflected how our business was managed and the nature of our services. Following the acquisition, we re-evaluated our reportable segments and now report two distinct business segments. These segments offer different services and align with how our chief operating decision maker assesses operating performance and allocates resources. Our reporting segments are: Solaris Logistics Solutions – designs and manufactures specialized equipment that enables the efficient management of raw materials used in the completion of oil and natural gas wells. Solaris' equipment-based logistics services including field technician support, software solutions, and may also include last mile and mobilization services. Solaris Power Solutions – provides configurable sets of natural gas-powered mobile turbines and ancillary equipment. This segment primarily leases equipment to data center and energy customers and is focused on continuing to grow its services with these customers as well as across multiple commercial and industrial end-markets. We evaluate the performance of our business segments based on Adjusted EBITDA. We define Adjusted EBITDA as our net income before depreciation and amortization expense, interest expense, net, income tax expense, stock-based compensation, loss on debt extinguishment, and certain non-cash items and any extraordinary, unusual or non-recurring gains, losses or expenses. Summarized financial information by business segment is shown below. The financial information by business segment for prior periods has been restated to reflect the changes in reportable segments. Three Months Ended Year Ended December 31, September 30, December 31, 2024 2023 2024 2024 2023 Revenue Solaris Logistics Solutions $ 62,402 $ 63,347 $ 70,279 $ 274,457 $ 292,947 Solaris Power Solutions 33,895 — 4,739 38,634 — Total revenues $ 96,297 $ 63,347 $ 75,018 $ 313,091 $ 292,947 Adjusted EBITDA Solaris Logistics Solutions $ 19,089 $ 26,479 24,437 $ 97,567 $ 115,129 Solaris Power Solutions 23,693 — 3,122 26,815 — Corporate (5,395 ) (5,157 ) (5,328 ) (21,280 ) (18,436 ) Total Adjusted EBITDA* $ 37,387 $ 21,322 $ 22,231 $ 103,102 $ 96,693 * See "About Non-GAAP Measures" below for additional detail and reconciliations of GAAP to non-GAAP measures in the accompanying financial tables. SOLARIS ENERGY INFRASTRUCTURE, INC RECONCILIATION AND CALCULATION OF NON-GAAP FINANCIAL AND OPERATIONAL MEASURES (In thousands, except per share data) (Unaudited) EBITDA AND ADJUSTED EBITDA We view EBITDA and Adjusted EBITDA as important indicators of performance. We use them to assess our results of operations because it allows us, our investors and our lenders to compare our operating performance on a consistent basis across periods by removing the effects of varying levels of interest expense due to our capital structure, depreciation and amortization due to our asset base and other items that impact the comparability of financial results from period to period. We present EBITDA and Adjusted EBITDA because we believe they provide useful information regarding trends and other factors affecting our business in addition to measures calculated under generally accepted accounting principles in the United States ("GAAP"). We define EBITDA as net income, plus (i) depreciation and amortization expense, (ii) interest expense and (iii) income tax expense. 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. 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 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 the GAAP financial measure of net income to the non-GAAP financial measure of Adjusted EBITDA. Three Months Ended Year Ended December 31, September 30, December 31, 2024 2023 2024 2024 2023 Net income (loss) $ 14,004 $ 6,959 $ (2,210 ) $ 28,918 $ 38,775 Depreciation and amortization 16,728 9,518 10,991 47,218 36,185 Interest expense, net 7,392 912 2,932 11,808 3,307 Provision for income taxes (1) 4,343 1,370 460 8,005 7,820 EBITDA $ 42,467 $ 18,759 $ 12,173 $ 95,949 $ 86,087 Gain on sale of Kingfisher facility (2) (7,461 ) — — (7,461 ) — Property tax contingency (3) — — — (2,483 ) — Accrued property tax (4) — — — (1,794 ) — Stock-based compensation expense (5) 3,043 1,911 2,673 10,592 7,732 Loss on extinguishment of debt (6) — — 4,085 4,085 — Impairment of fixed assets (7) — — — — 1,423 Change in payables related to Tax Receivable Agreement (8) (1,559 ) — (39 ) (1,598 ) — Acquisition-related costs (9) 416 — 3,065 4,358 — Other (10) 481 652 274 1,454 1,451 Total Adjusted EBITDA $ 37,387 $ 21,322 $ 22,231 $ 103,102 $ 96,693 _____________________________ 1) United States federal and state income taxes. 2) Represents gain recognized on the sale of a 300-acre transload facility located in Kingfisher, Oklahoma and termination of an associated lease. All assets had zero net carrying value at time of sale. 3) Represents reversal of a portion of previously recognized property tax contingency following a settlement agreement with Brown County Appraisal District, included as gain on reversal of property tax contingency in the consolidated statement of operations. 4) Represents reversal of previously recognized accrued property tax expenses following a settlement agreement with Brown County Appraisal District, included in cost of services in the consolidated statements of operations. 5) Represents stock-based compensation expense related to restricted stock awards and performance-based restricted stock units. 6) Primarily consists of the write-off of the unamortized portion of debt financing costs associated with securing a bridge financing facility, which had not been utilized and was subsequently extinguished upon obtaining alternative financing for the MER Acquisition. 7) Impairment recorded on certain fixed assets classified as assets held for sale during the three months ended September 30, 2023. 8) Reduction in liability due to state tax rate change. 9) Represents costs incurred to affect the MER Acquisition. 10) Other includes the net effect of credit losses, ERP implementation costs, legal fees incurred to execute debt amendments, loss/gain on disposal of assets, transaction costs incurred for activities related to acquisition opportunities, inventory write-offs and other settlements. ADJUSTED PRO FORMA NET INCOME AND ADJUSTED PRO FORMA EARNINGS PER FULLY DILUTED SHARE 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 Energy 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. When used in conjunction with GAAP financial measures, adjusted pro forma net income and adjusted pro forma earnings per fully diluted share are supplemental measures of operating performance that the Company believes are useful measures to evaluate performance period over period and relative to its competitors. By assuming the full exchange of all outstanding Solaris LLC Units, the Company believes these measures facilitate comparisons with other companies that have different organizational and tax structures, as well as comparisons period over period because it eliminates the effect of any changes in net income attributable to Solaris as a result of increases in its ownership of Solaris LLC, which are unrelated to the Company's operating performance, and excludes items that are non-recurring or may not be indicative of ongoing operating performance. Adjusted pro forma net income and adjusted pro forma earnings per fully diluted share are not necessarily comparable to similarly titled measures used by other companies due to different methods of calculation. Presentation of adjusted pro forma net income and adjusted pro forma earnings per fully diluted share should not be considered alternatives to net income and earnings per share, as determined under GAAP. While these measures are useful in evaluating the Company's performance, it does not account for the earnings attributable to the non-controlling interest holders and therefore does not provide a complete understanding of the net income attributable to Solaris. Adjusted pro forma net income and adjusted pro forma earnings per fully diluted share should be evaluated in conjunction with GAAP financial results. A reconciliation of adjusted pro forma net income to net income attributable to Solaris, the most directly comparable GAAP measure, and the computation of adjusted pro forma earnings per fully diluted share are set forth below. Three Months Ended Year Ended December 31, September 30, December 31, 2024 2023 2024 2024 2023 Numerator: Net income (loss) attributable to Solaris $ 6,251 $ 4,301 $ (968 ) $ 15,808 $ 24,336 Adjustments: Reallocation of net income attributable to non-controlling interests from the assumed exchange of LLC Interests (1) 7,753 2,658 (1,242 ) 13,110 14,439 Gain on sale of Kingfisher facility (2) (7,461 ) — — (7,461 ) — Loss on extinguishment of debt (3) — — 4,085 4,085 — Property tax contingency (4) — — — (2,483 ) — Accrued property tax (5) — — — (1,794 ) — Impairment on fixed assets (6) — — — — 1,423 Acquisition-related costs (7) 416 — 3,065 4,358 — Change in payables related to Tax Receivable Agreement (8) (1,559 ) — (39 ) (1,598 ) — Other (9) 481 652 274 1,454 1,451 Incremental income tax expense 1,553 (976 ) (1,102 ) (591 ) (4,192 ) Adjusted pro forma net income $ 7,434 $ 6,635 $ 4,073 $ 24,888 $ 37,457 Denominator: Weighted average shares of Class A common stock outstanding 30,447 29,024 28,377 29,235 29,693 Adjustments: Dilutive and potentially dilutive shares (10) 31,987 15,252 19,903 20,544 15,268 Adjusted pro forma fully weighted average shares of Class A common stock outstanding - diluted 62,434 44,276 48,280 49,779 44,961 Adjusted pro forma earnings per share - diluted $ 0.12 $ 0.15 $ 0.08 $ 0.50 $ 0.83 1) Assumes the exchange of all outstanding Solaris LLC Units for shares of Class A common stock at the beginning of the relevant reporting period, resulting in the elimination of the non-controlling interest and recognition of the net income attributable to non-controlling interests. 2) Represents gain recognized on the sale of a 300-acre transload facility located in Kingfisher, Oklahoma and termination of an associated lease. All assets had zero net carrying value at time of sale. 3) Primarily consists of the write-off of the unamortized portion of debt financing costs associated with securing a bridge financing facility, which had not been utilized and was subsequently extinguished upon obtaining alternative financing for the MER Acquisition. 4) Represents reversal of a portion of previously recognized property tax contingency following a settlement agreement with Brown County Appraisal District, included as gain on reversal of property tax contingency in the consolidated statement of operations. 5) Represents reversal of previously recognized accrued property tax expenses following a settlement agreement with Brown County Appraisal District, included in cost of services in the consolidated statements of operations. 6) Impairment recorded on certain fixed assets classified as assets held for sale during the three months ended September 30, 2023. 7) Represents costs incurred to affect the MER Acquisition. 8) Reduction in liability due to state tax rate change. 9) Other includes the net effect of credit losses, ERP implementation costs, legal fees incurred to execute debt amendments, loss/gain on disposal of assets, transaction costs incurred for activities related to acquisition opportunities, inventory write-offs and other settlements. 10) Represents the weighted-average potentially dilutive effect of Class B common stock, unvested restricted stock awards, unvested performance-based restricted stock units, and outstanding stock options. View source version on Contacts Yvonne FletcherSenior Vice President, Finance and Investor Relations(281) 501-3070IR@
