Commitments and Contingencies |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||
| Commitments and Contingencies | Commitments and Contingencies Litigation and Claims In the normal course of business, the Company is subject to various claims, legal actions, contract negotiations and disputes. The Company accrues for losses when probable and can be reasonably estimated. In management’s opinion, there are currently no such matters outstanding that would have a material effect on the accompanying condensed consolidated financial statements, other than the following. Masaba Lawsuit On January 26, 2026, the Patent Trial and Appeal Board (the “PTAB”) of the United States Patent and Trademark Office (the “USPTO”) issued a final written decision holding all claims of Masaba Inc.’s (“Masaba”) U.S. Patent No. 11,780,689 (the “‘689 Patent”) unpatentable. On May 12, 2026, the USPTO Director denied Masaba’s request for Director review of that decision, and Masaba did not appeal to the U.S. Court of Appeals for the Federal Circuit by the July 14, 2026 deadline. As a result, the PTAB’s decision invalidating all claims of the ‘689 Patent is final and no longer subject to appeal. The ‘689 Patent is the subject of a lawsuit filed by Masaba against the Company on December 14, 2023 in the United States District Court for the District of Wyoming (the “District Court Action”), alleging infringement of the ‘689 Patent. On July 19, 2024, two of the Company’s subsidiaries named as defendants in the District Court Action filed the petition for inter partes review (“IPR”) that resulted in the PTAB decision described above, and the District Court Action was stayed pending resolution of the IPR. In light of the PTAB’s now-final decision, the parties expect that the patent infringement claims will be dismissed with prejudice. NovaLT16 Turbine Acquisition On March 13, 2026, the Company executed an Assignment, Assumption, Novation and Amendment Agreement (the “Assignment Agreement”) pursuant to which it acquired from Colusa Power Infrastructure Partners, LLC (“Colusa”) all contractual rights to receive 30 NovaLT16 gas turbine generator units (the “NovaLT16 Turbine Acquisition”) from Baker Hughes Energy Services LLC (“Baker Hughes”) under an existing turbine supply contract (the “Turbine Supply Contract”). The Assignment Agreement constitutes a complete novation of the Turbine Supply Contract, with the Company substituted as purchaser in place of Colusa. At closing, the Company paid Colusa $66.9 million as consideration for the assignment of its contractual delivery rights and paid Baker Hughes $64.3 million in satisfaction of overdue milestone invoices and suspension-related costs that had accrued prior to the assignment, for aggregate closing payments of $131.2 million recorded as construction in progress. The closing payments were funded with proceeds from the Company’s Bridge Term Loan, which was repaid in full and terminated in May 2026 (See Note 11. “Debt,” including “Debt Extinguishment”). The units are scheduled to be delivered between September 2026 and September 2029. Purchase Commitments As of June 30, 2026, the Company has entered into material purchase commitments for power equipment to support the growth of its Solaris Power Solutions segment. Other supplier commitments. The Company has entered into purchase commitments with various suppliers for power generation equipment. These commitments are cancellable by the Company but are subject to significant termination penalties, ranging from 5% to 90% of the remaining purchase price, depending on timing of cancellation. Baker Hughes Turbine Supply Contract. In connection with the NovaLT16 Turbine Acquisition, the Company has a non-cancellable purchase obligation of $364.9 million payable to Baker Hughes as manufacturing and delivery milestones are achieved. The contract price is fixed and not subject to escalation, except under limited force majeure and change in law provisions. The Company’s termination rights under the Turbine Supply Contract arise only upon specified supplier default events, including Baker Hughes’ failure to deliver a unit after accrual of maximum delay liquidated damages. Amounts allocated by year in the table below reflect contractual scheduled delivery dates and are subject to change based on actual delivery timing. As of June 30, 2026, the Company had the following purchase commitments for power equipment, based on expected payment timing assuming commitments are fulfilled:
Purchase commitments include $168.8 million related to Stateline, which are expected to be funded using a combination of proceeds from the Stateline Term Loan and Stateline’s cash flows, with no recourse to the Company. In addition to the purchase obligations in the table above, the Company is obligated to pay Colusa up to $130.2 million in the aggregate as additional consideration for the assignment of turbine delivery rights under the NovaLT16 Turbine Acquisition, payable on a per-unit basis within 30 days of the Company’s acceptance of each unit. These obligations are contingent upon Baker Hughes’ delivery and the Company’s acceptance of each unit, and no amount becomes due with respect to any unit that is not delivered. These amounts are excluded from the table above as they are contingent obligations, not fixed purchase commitments. Other Commitments The Company has executed a guarantee of lease agreement with Solaris Energy Management, LLC, a related party, in connection with the rental of office space. As of June 30, 2026, the total future obligation under this guarantee is $1.4 million. Refer to Note 19. “Related Party Transactions” below for additional information regarding related party transactions recognized. Standby Letters of Credit On May 29, 2026, Solaris LLC entered into a continuing letter of credit agreement with MUFG Bank, Ltd. providing for the issuance of standby letters of credit in favor of a customer to support the Company’s performance obligations under a long-term contract. Letters of credit issued under this agreement are secured by cash collateral in an amount equal to at least 101% of the aggregate face amount of the letters of credit outstanding, which is classified as restricted cash (see Note 5. “Summary of Significant Accounting Policies”). As of June 30, 2026, standby letters of credit with an aggregate face amount of $70.0 million were outstanding under this agreement, and no amounts had been drawn. These letters of credit are separate from, and are not issued under, the Revolving Credit Facility. Separately, standby letters of credit with an aggregate face amount of $75.0 million were outstanding under the letter of credit sublimit of the Revolving Credit Facility as of June 30, 2026 (see Note 11. “Debt” ). Including both arrangements, the Company had standby letters of credit with an aggregate face amount of $145.0 million outstanding as of June 30, 2026.
|
||||||||||||||||||||||||||||||||||||||||||||||||