Good day and welcome to the Solaris Acquisition of Mobile Energy Rentals and Second Quarter 2024 update. All participants are in a listen-only mode. Should you need assistance, please signal a conference specialist by pressing the star key followed by zero. After today's remarks, there will be an opportunity to ask questions. To ask a question, you may press star then one on your touch-tone phone. To withdraw your question, please press star then two. Please note that this event is being recorded. I would now like to turn the conference over to Yvonne Fletcher, Senior Vice President of Finance and Investor Relations. Please go ahead.
Thank you, Operator. Good morning and welcome to today's conference call to discuss the acquisition of Mobile Energy Rentals. Joining us today are our Chairman and CEO, Bill Zartler, and our President and CFO, Kyle Ramachandran, as well as John Johnson, Founder and Co-Owner of Mobile Energy Rentals. Before we begin, I'd like to remind you of our standard cautionary remarks regarding the forward-looking nature of some of the statements that we will make today. Such forward-looking statements may include comments regarding future financial results and reflect a number of known and unknown risks. Please refer to our press release issued yesterday, along with other recent public filings with the Securities and Exchange Commission that outline those risks. I would also like to point out that today's conference call will contain discussion of non-GAAP financial measures, which we believe can be useful in evaluating our performance.
The presentation of this additional information should not be considered in isolation or as a substitute for results prepared in accordance with GAAP. Reconciliations to comparable GAAP measures are available in our latest earnings release, which is posted in the news section on our website. In addition, because this transaction is subject to shareholder approval at a special meeting, this communication and other materials are subject to certain proxy solicitation rules and guidelines. Accordingly, we refer you to the disclaimer language on slides 21 and 22 in the accompanying presentation regarding such rules. I'll now turn the call over to our Chairman and CEO, Bill Zartler.
Thank you, Yvonne, and thank you, everyone, for joining us. Before we begin, I'd like to say our thoughts are with everyone that was impacted by the hurricane that passed through Houston. Many people are still without power and are dealing with significant property damage, but our city is resilient, and Solaris will be here to support both our employees and our community. Otherwise, this is an exciting time for Solaris as we introduce our acquisition of Mobile Energy Rentals, which we will refer to as MER. MER is a mobile distributed power solutions company that serves a variety of end markets, including commercial and industrial applications such as data centers, emergency response, and grid resiliency, as well as powering oil and gas production. I'll begin this morning by discussing our strategic rationale for this acquisition.
This transaction provides Solaris with an accretive entry into a new product line with exposure to multiple end markets both within and outside the oil field. Our relatively early-stage acquisition of MER not only adds a great team and a current contracted business, but also provides us with the opportunity to invest primary capital to meet visible market demand for distributed power, just as we did with the Solaris fleet more than a decade ago. We believe MER's contracted and diversified earnings stream will strengthen Solaris and contribute to continued shareholder returns such as our dividend. We also see an opportunity for operational synergies as Solaris can use its existing expertise in engineering and manufacturing, field service support, and corporate and commercial infrastructure to support MER's growth plans.
Lastly, the MER team will stay on and will own in aggregate approximately 27% of Solaris pro forma, further enhancing our shareholder alignment. We are very excited to have the MER team joining Solaris at closing. I've known the MER management team for a long time and believe that the cultural and operational fit between our two companies is highly complementary. The MER team is experienced in the design, development, and operation of power solutions globally, in applications where reliable access to the grid is often hard to come by. They have a track record of contracting, mobilizing, and reliably delivering distributed power in the form of microgrids and backup power to electric utilities, data centers, refiners, midstream operators, and oil and gas producers. Today, MER's fleet is providing mission-critical distributed power solutions to a data center and across various oil field power applications.
MER's largest contract is with a recently constructed data center facility. While this data center is close in physical proximity to an existing power plant and distribution infrastructure, the backlog to connect to the grid introduced the need for a behind-the-meter solution, which could efficiently be dispatched in order to meet the customer's needs. We also see a growth opportunity to provide both centralized microgrids and distributed power solutions to the oil field, where MER is providing power solutions today. Solaris already works for a wide range of oil and gas operators and service companies across the Lower 48. These relationships and our positive performance reputation are commercial synergies that we bring to the table as MER targets additional opportunities in this market. MER is also targeting the oil and gas production and midstream segments.
We've recently seen several operators, midstream and downstream companies, publicly highlight investments in microgrids or behind-the-meter power generation to support their operations. In addition to concerns around stable grid power, producers and midstream companies can leverage low-cost field gas to generate power. MER is involved in discussions with multiple customers around this application. We believe the combination of MER's distributed power business with Solaris's all-electric sand handling equipment advances our strategy to provide innovative solutions for our customers where the use of electric equipment continues to gain momentum across the oil and gas value chain. The combination adds an additional product line into the oil and gas completions market and significantly expands our target end markets to oil and gas production as well as commercial and industrial markets.
The growing demand across these multiple industry applications has resulted in MER being essentially sold out of its existing capacity through the end of the year, while the requests for power have not slowed. As a result, MER has strategically secured significant additional turbine capacity for delivery through the third quarter of 2025 that we believe will position a combined MER and Solaris to address the growing power bottlenecks that are unfolding during a period where supply chain for natural gas-fired turbines remains tight. MER has committed to purchase additional mobile turbine deliveries through 2025 that will grow the fleet from 153 MW a day to 478 MW by the third quarter of 2025. I will highlight our financing plans alongside a review of the transaction specifics. We believe these fleet additions will drive significant earnings growth and attractive returns if this equipment is deployed with customers.
As I previously mentioned, the MER team is a big part of this success, and we're excited to have them join us at Solaris. This morning, I would like to introduce MER's founder, John Johnson, and ask him to say a few words. John.
Thanks, Bill. We are looking forward to joining the Solaris team. We are proud of the market position and customer reputation for reliability that we have built at MER, and we look forward to continuing to scale the MER business line as part of Solaris. We recognize the significant value of Solaris's existing offering, including complementary engineering and manufacturing capabilities, a skilled service team, and corporate infrastructure that will allow us to scale up and perform for our customers. And when we look back at how early on Solaris identified a bottleneck in growing sand demand and the industry's challenge to provide a fit-for-purpose equipment to address that growth, we similarly see a bottleneck of growing demand for power is juxtaposed against a utility industry that is still struggling to keep up.
New baseload power generation takes years to permit and plant, and the queue for grid connectivity is longer than I've seen in more than my 20 years in this business. Many customers with immediate power needs are being informed by local utilities that they need to wait months or even years to get connected. Distributed mobile power is well-positioned to eliminate these bottlenecks and be used to quickly address these dislocations. I look forward to having the Solaris team as partners as we embark on this journey together. I'd now like to turn the call over to Kyle.
Thanks, John, and good morning, everyone. I'll begin by summarizing some of the financial details of the transaction. Solaris has agreed to purchase MER for $200 million, consisting of $60 million in cash and $140 million in the form of Class B Solaris shares. Following the closing of the transaction, total ownership in Solaris among management, employees, and the board will be greater than 50%, which we believe creates tremendous alignment between insiders and shareholders. MER's business is currently generating roughly $12.5 million of quarterly Adjusted EBITDA, which puts the business on a current run rate of about $50 million on an annualized basis. This represents a purchase price multiple of approximately four times run rate annualized Adjusted EBITDA.
At closing, Solaris will fund the $60 million of cash to MER shareholders and reimburse MER for certain deposits and payments made for the purchase of new turbines to support fleet expansion. As Bill and John discussed, MER is currently sold out, and the demand backlog for distributed power solutions is growing. As Bill mentioned, MER has strategically placed orders for additional turbine deliveries throughout 2025 to position us for this growth. MER has placed roughly $300 million of orders for new mobile turbines, which will bring the total fleet to roughly 480 MW by the end of Q3 2025. This capital will be funded over the course of the deliveries with various milestones along the way. At closing, we will reimburse MER for the capital spent to date for deposits on new equipment, and we will fund the remaining payments together.
Assuming an end-of-September closing, CapEx reimbursement and deposits to the supplier are expected to be $40 million for deliveries through 2024 and $128 million in deposits and progress payments for deliveries that will be made in 2025 for a total of $168 million. An additional $137 million will be funded throughout the period between closing and the third quarter of 2025. As noted in our financial update issued yesterday, Solaris ended the second quarter with only $11 million of net debt, and we expect to continue to generate free cash flow on a standalone basis. We intend to use a combination of debt financing and free cash flow generated from the Solaris business to fund cash due at closing. Solaris has secured committed financing from a group led by Banco Santander , in the form of a $300 million, 364-day senior secured bridge term loan facility.
Solaris is evaluating multiple capital solutions ahead of the transaction close, including longer-duration term debt and equipment financing to support future capital needs. In terms of timing, the transaction is subject to a shareholder vote, customary closing conditions, and receipt of regulatory approvals. We expect to file a proxy in the coming weeks and currently anticipate the transaction to close by the end of the third quarter of 2024. Pivoting back to our release yesterday, we provided an update on our expectations for second quarter Solaris results. We expect second quarter revenue to be between $70 million-$75 million, which is up from first quarter levels. System activity levels were in line with our prior guidance for a decline of 5%-10%, partially offset by stronger last-mile activity, which has lower margins. We expect Adjusted EBITDA for the second quarter to be between $20 million-$21 million.
During the second quarter, we used free cash flow to repay $14 million of debt, ending the quarter with $16 million of total debt and $11 million of net debt. I'd now like to talk about the pro forma combination of the two companies. On slide seven of the transaction deck we posted on our website yesterday, we show a pro forma combined company Adjusted EBITDA of approximately $137 million on an annualized run rate basis today. This consists of Solaris's first half 2024 annualized Adjusted EBITDA of approximately $87 million and the current run rate of MER's business of approximately $50 million. As we receive the new turbine deliveries, we anticipate growing earnings significantly. We estimate the additional turbines on order can add $75 million-$95 million in Adjusted EBITDA on an exit rate basis in 2025, putting combined potential Adjusted EBITDA at well over $200 million.
Further upside from there would be possible if the equipment has better utilization on longer-term contracts or we are able to secure additional delivery commitments for equipment, depending on market demand, as well as market activity increases or market share increases in Solaris's business. At closing, the pro forma debt-to-EBITDA ratio is expected to be below 2x based on run rate levels and much lower on anticipated 2025 levels. We anticipate maintaining a leverage ratio under 2x and reducing it as we utilize cash flow from the combined business to fund any future growth CapEx and use cash flow to reduce overall leverage levels. I'd like to reiterate our commitment to shareholder returns. Solaris has an established track record of making strategic organic investments that drive earnings growth and cash flow growth.
These investments have enabled Solaris to grow free cash flow and provide meaningful cash returns to shareholders. We believe this transaction introduces another opportunity to invest in growing new product lines at attractive returns and enhances our ability to continue returning capital to our shareholders in the longer term. The diversification and growth of our pro forma earnings stream, combined with the longer-term nature of distributed power contracts, should support stronger earnings power and cash flow resilience moving forward as compared to prior cycles. We will continue to focus on sustaining and growing our shareholder returns program, increasing our liquidity, strengthening our balance sheet, and executing on the right organic and inorganic opportunities that enhance our return on capital. I'll now turn the call back to Bill to wrap up.
Thank you, Kyle. The MER transaction is a major step in the evolution of Solaris that will strengthen our position in the oil and gas industry, but also broaden our service offerings for different end markets. We will continue to provide our current customers with the best in service quality, and importantly, we believe providing an expanded set of products and services will position us to continue to innovate. Our new product lines will also provide significant breadth to our customer base across multiple industries, which will diversify our business and improve overall enterprise outlook. With this in mind, we will be changing our name to Solaris Energy Infrastructure. We believe this new name reflects Solaris's expanded offering to multiple end markets, including, but not limited to, the oil field.
The name change is expected to become effective at transaction close, at which point our stock will begin trading under the new ticker symbol SEI on the New York Stock Exchange. With that, we'd be happy to take your questions.
We will now begin the question and answer session. To ask a question, you may press star then one on your touch-tone phone. If you're using a speakerphone, please pick up your handset before pressing the keys. To withdraw your question, please press star then two. At this time, we will pause momentarily for the first question. Our first question today will come from Luke Lemoine with Piper Sandler. Please go ahead.
Yeah. Hey, good morning. I think the stock price says it all, but congrats on an excellent deal here in expanding into the mobile power gen business. Bill, you detailed some of the end markets for mobile power generation, but could you talk about specifically where the current capacity is and how you think this mix will look by year-end 2025 once you take delivery of all the units?
Yeah. I think the mix today is heavily weighted to a large data center with a couple of oilfield microgrids under construction right now for installation. I think as we look forward with the deliveries, we think we'll see it in probably 50% or so non-oilfield and maybe 50% oilfield concentrated in the microgrid type application versus electric frac. Some of those microgrids are set up to run both production assets, ESPs, pumps, etc., as well as a drilling rig and a frac fleet that can plug right into that system. So I think we'll see it 50/50 weighted, maybe slightly heavier to the data center as those markets seem to be very attractive for decent large-scale applications from a number of units' perspective. I don't know, John, do you have anything to add to that?
No, I think it's pretty well spoken. There are some utilities that we're looking at that are looking for backup power. I mean, recent events with the hurricane in Houston kind of contrast the need for distributed power capabilities. So there's some outlying utilities that we have some meetings with. There's also the market for different types of production facilities and processing facilities that are stationary for the bridge power aspect where we're going to keep power on them for a year or two years on a contract. After that, they'll eventually get interconnected to the local utility.
Yeah. Those are midstream and refinery-type applications, correct?
Okay. And then could you also talk about just the contract nature of the assets and any difference between oil and gas, non-oil and gas data centers, and maybe how this kind of, do you see this evolving over time?
Well, I think it's evolving, and I think it's really driven strictly by the need and the localized timeframe at which you need to get power. And so I think some of the data center applications are six months to two years. Some of the production facilities in the oil field look like they could be multi-two to five-year kind of needs. The frac markets, one of the unique spots we've got in the U.S. frac market is the electric frac fleets and the power associated with that. Those tend to be termed up much longer than traditional frac fleets. And so as we've seen that evolution directly with the Solaris business today, we see that.
So it does vary quite a bit, and I anticipate we're going to have a very interesting-looking portfolio of entered contracts, most of which will be under contract more than a couple of months, six months at a time. So I think we will see it different than our business today, which is very uncontracted but very sticky based on really our performance in the field.
Okay. Got it. Thanks for watching. Congrats again.
Our next question will come from Don Crist with Johnson Rice. Please go ahead.
Good morning, gentlemen. Again, congrats on the deal. The market has spoken. Can you talk about pace of deliveries on the equipment on order and the contracts that those may be backed by? Is it pretty smooth over the next 12 months or so, or is it kind of lumpy?
Yeah. I'd say the vast majority of the deliveries will take place in 2025. We do have some deliveries through the remainder of the year, but this year, the capital spend will primarily be directed towards progress payments on those assets. And so that's why we try to point people to sort of exit 2025 as the full impact of those deliveries. But we have actually received a couple of deliveries here in the third quarter, and we'll have a few more in the fourth quarter, but it'll be weighted towards next year. And I think from a contracting standpoint, the backlog is building. And this is the third iteration of Solaris commencing large capital programs and tying together demand on the other side of it. So we're very well versed and experienced in managing that process.
And so we're really excited to partner up with the MER team, who has been very successful over a long period of time with deploying these assets into multiple markets. And we're excited to partner with them to help accelerate their growth with some of the skills and capacities that we have here at Solaris as well.
I appreciate that color. And just one more from me. Excuse my ignorance on the power generation space. I'm an oilfield analyst. But once you outlay the capital cost of buying the unit, what are the ongoing costs? Are they de minimis or do they require a large kind of ongoing cost, i.e., are the margins pretty high once you have the capital cost out of the way?
Yeah, Don. For contrasting from a traditional oilfield service market, these are relatively high margins, and it's really about return on capital. You do have to overhaul these units every so often. And so we build in a reserve factor over a period of time to make sure that we cover that, just like you would on any kind of piece of rotating equipment.
But the ongoing labor and maintenance and care and feeding of the actual units while they're deployed is relatively low on a relative basis to the actual rental rates.
I appreciate the color. I'll turn it back.
And once again, if you would like to ask a question, please press Star then 1. Our next question will come from David Smith with Pickering Energy Partners. Please go ahead.
Hey, good morning. I'll just throw in one more congratulations on this deal. Most of my questions have been asked, but I'm curious, if you were to order the equipment for a new 16.5 MW unit today, how would that timing look for delivery and then deployment?
I don't know exactly, David. It's a good question. We think it's somewhere in the late third quarter, early fourth quarter of 2025 at this point for the mobile SMT 130s you're referring to.
Okay. I do appreciate that. Just building off Don's last question, is there a good rule of thumb for maintenance CapEx for the fleet? Maybe it's a per-megawatt basis or some other way to think about it?
I think as we continue to evolve on the update on the business, David will probably be a little bit more clear on the specific modeling nuances of this part of our business. But I think I would, again, point you to how we've outlined it on page seven is really how to think about the relative through cycle sort of returns on the additional capital that we're deploying here over the next 12 months, as well as the base load business. And that, on an aggregate basis, has all of that maintenance embedded into it, as well as the overhaul that Bill alluded to.
Yeah. That's perfect.
All right. Great color. Thank you for that. That's all I got.
Thanks, David.
Our next question will come from Sean Mitchell with Daniel Energy Partners. Please go ahead.
Good morning, guys, and congrats on the deal. Quick question for me, just as I think Luke kind of talked about this in his question about what are the different markets you'll serve, maybe kind of taking that another step. When we think about West Texas, for example, I think 2020 peak power demand there was kind of 4.2 GW. This past May, we heard numbers as high as 7.3 GW in peak power in May of 2024. How much of the kind of demand you're looking at today is coming from that kind of oilfield market in West Texas? Or can you quantify that today or help us understand that a little bit?
If I sort of just outline roughly, we said half of that. So half of roughly 225 MW we see maybe going out into that area over the course of the next year or so, which is a half and half, and maybe it's a little bit less than the half. Some of it's going into refinery and some of it's going into midstream, but all generally focused around those areas.
It's a small fraction relative to the overall demand, to your point. Exactly, Sean.
Thanks, guys. Congrats again on the deal.
Thanks, Sean.
And again, if you would like to ask a question, please press star then o ne. Our next question is going to come from Derek Podhaizer with Barclays. Please go ahead.
Hey, good morning, guys. I just wanted to ask a question around barriers to entry and any sort of differentiation that this solution provides. I guess maybe it's a bit of a devil's advocate question, but what's to stop private equity flooding this market and creating oversupply in mobile power leading to a pricing fight? Just, I know speaking to some investors, they worry about that this could be another iteration of Tier 2 diesel frac where we saw a flood of capacity coming into the market. So maybe just spend some time around the barriers to entry and the differentiated solution that MER provides for the distributed power market.
I think there's a lot to unpack in that question. First of all, the size of the market and the demand is so large compared to the incremental unit capacity coming out of these turbines. So there is a massive demand need. These fit unique circumstances where you need it in temporary, and there's a bottleneck there. The MER team and the assets that they own and that we're procuring with that business are unique. We do some level of vertical integration and customization of that package, as well as have a very experienced and specialized team. And you have to have that in order to keep these things running, keep them installed, keep them moving. We need to move them. And so there's some level of protection and moat we built with the team and the product line.
There is plenty of room in this market for continued activity. The bottleneck at this point is supply of equipment to actually generate power. You've heard it on other turbine manufacturers' conference calls about what their timing looks like and other things. So we do believe that we have a well-positioned set of product lines with the right kind of technology and team associated with delivering that. I don't know, John, if we add to that.
No, I think it's well said. The barrier to entry, as well as the generation equipment in itself, while important, isn't the whole solution. And so we're in the people service solution business, not just buying a turbine to somebody that they don't have any idea how to run or install. So MER provides the rest of the balance of plant equipment needed, whether it's transformers or switchgear or cabling or relay protection, coordination, ground studies. I mean, it's kind of a large round stack of equipment and skills capabilities that we're very strong at, and we've done a great job and built a great reputation with.
And so, I think that's really the hard part of any barrier to entry for somebody else is it takes a large set of skill sets to be able to do this job right and to treat the customers with the reliability that they demand from the type of services we provide.
Got it. That's very helpful color . I appreciate that. Just a follow-up question, just back to the contracting set. I know you went through it. It's not just monthly. It's up to multi-years. Could this market evolve into signing long-term PPAs, like 10, 15, 20-year PPAs? Have you started having those conversations, or do you think the market can evolve that way?
It could very well. I mean, we're focused on the equipment piece rather than actually being a power company. But at the end of the day, and a lot of our customers lease to oilfield, they control their own feedstock. So they're using their feedstock to generate the electricity they need to produce more feedstock. So that market is there on it. There may be opportunities that we see where we actually do get into that. I think that's a next iteration and generation of the business, lower margin part of it, but it could be there as a piece of the puzzle and doesn't bother us.
Got it. And then just one more, if I could squeeze it in. Maybe just talk about the fuel source. I think on the slide, they can take any type of fuel. But thinking about CNG, fuel gas pipeline, obviously, you drive down the cost curve when you get to fuel gas or pipeline, but I know you'll have the mobile applications for CNG. Maybe just talk about that and what do you think is the best solution as far as the fuel sources for these turbines?
Well, obviously, the best fuel source is the one that generates the most power at the least cost. And so today, that would be lightly treated fuel gas. So if you can get the heavier hydrocarbon components out of that and actually make money with them, burning ethane and a little bit of propane in this turbine versus having to process it and move it to the market is a very net benefit into the business. These turbines, these particular equipment that we're utilizing, is very flexible with the use of fuel gas, not just a CNG, which means that you're taking a post-processed natural gas into a pipeline where you're taking it and compressing it and hauling it back to the location in a truck. That adds significant cost. That's still cheaper than diesel fuel in the market today. That makes some sense.
Additionally, the equipment that we're using is 9 PPM of NOx. And so it's very emissions-friendly in some of the core markets, especially where the data center markets may not be located in West Texas or even in West Texas where the industry is focused on ensuring that it's not in meeting emission standards.
Great. Very helpful. Well, great deal, guys. Congratulations. Thanks.
Thanks, Derek.
We have reached the end of our question-and-answer session. I'd like to turn the call back over to Mr. Bill Zartler for any closing remarks.
Thanks, Cole. We are very excited to add MER's distributed power solutions to our business, which we view as very complementary to Solaris' all-electric offering. As we evaluate the electrification of everything, and I think that's a quote I've used on previous conference calls, as well as the computing power growth trends, we believe reliable power access will become a growing challenge that larger scale distributed power generation assets are well-positioned to help. Together with MER, we're going to continue to build on the 10+ years of innovation, customer service, manufacturing, and innovation of our product lines. And we look forward to sharing our progress with you all in the second quarter earnings call in a few weeks. Thank you very much.
The conference is now concluded. Thank you for attending today's presentation. You may now disconnect your lines at this time.