Summary of Significant Accounting Policies |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Accounting Policies [Abstract] | |
| Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The condensed consolidated balance sheet as of June 30, 2026, the condensed consolidated statements of operations, and the condensed consolidated statements of changes in equity for the three and six months ended June 30, 2026 and 2025, and the condensed consolidated statements of cash flows for the six months ended June 30, 2026 and 2025 have not been audited. In the opinion of management, all adjustments (which include only normal recurring adjustments except where disclosed) necessary for the fair presentation of the financial position, results of operations and cash flows have been made. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year or any future period. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Regulation S-X of the Securities and Exchange Commission (“SEC”). The preparation of the unaudited condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Certain information and footnote disclosures normally included in consolidated financial statements have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, the unaudited condensed consolidated financial statements may not include all the information and footnotes necessary for a complete presentation of the Company’s financial position, results of operations or cash flows. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2025, included in our prospectus (the “Prospectus”) (File No. 333-295965), dated June 9, 2026, filed on June 10, 2026. The Company’s significant accounting policies are described in Note 2 — Summary of Significant Accounting Policies in the consolidated financial statements for the year ended December 31, 2025 included in the Prospectus. Noncontrolling Interest As of June 30, 2026, Continuing Equity Unitholders and Continuing Profits Interest Unitholders own 79.95% of the economic interest of ER Holdings through the ownership of Class B Units and Class M Units. As of June 11, 2026, immediately following the IPO, Continuing Equity Unitholders and Continuing Profits Interest Unitholders owned 79.96% of the economic interest of ER Holdings through the ownership of Class B Units and Class M Units. These unitholders have the right to exchange their common units in ER Holdings (along with the cancellation of the paired shares of Class B Common Stock in ERock) for shares of Class A common stock on a one-to-one basis. The Company may elect in its sole discretion for payment of the cash equivalent. The ability to exchange common units is solely within the control of the holder of the noncontrolling interests, subject to certain exceptions. The financial results of ER Holdings and its subsidiaries are consolidated with ERock with the noncontrolling interests' share of our net loss separately allocated. Restricted Cash As of June 30, 2026, restricted cash consisted of $34.2 million in support of a letter of credit in favor of one of our major customers and is required to be held as collateral. As of December 31, 2025, there was no restricted cash. Concentrations of Credit, Customer and Vendor Risk Financial instruments that potentially subject the Company to concentrations of credit and customer risk consist primarily of its cash and cash equivalents and its net receivable position with customers, which includes amounts related to billed and unbilled accounts receivable and contract assets net of advanced billings with the same customer. Periodically, the Company maintains its cash balances in financial institutions, which at times exceed federally insured limits. Management periodically assesses the financial condition of the financial institutions and believes that any possible risk is immaterial. Additionally, the Company typically receives milestone payments in advance of performing work for customers, therefore reducing some of this risk. The Company grants credit under normal payment terms, generally without collateral, to its customers. For the three months ended June 30, 2026, sales to four counterparties accounted for approximately 28%, 13%, 13% and 11% of the Company’s total revenue. For the three months ended June 30, 2025, sales to two counterparties accounted for approximately 38% and 24% of the Company’s total revenue. For the six months ended June 30, 2026, sales to three counterparties accounted for approximately 32%, 12%, and 10% of the Company’s total revenue. For the six months ended June 30, 2025, sales to three counterparties accounted for approximately 28%, 19%, and 10% of the Company’s total revenue. This concentration of customers may impact the Company’s overall credit risk, either positively or negatively, in that these entities may be similarly affected by changes in economic or other conditions, including uncertainties and challenges in the energy market. These uncertainties and challenges could expose the Company to increased risk related to collectability of billed and unbilled receivables and contract assets for services the Company has performed. Substantially all of the Company’s accounts receivable result from product and installation revenues. One customer accounted for approximately 62% of the total accounts receivable balance at June 30, 2026. Four customers accounted for approximately 17%, 14%, 14%, and 13% of the total accounts receivable balance at December 31, 2025. For the three months ended June 30, 2026, expenditures to four vendors accounted for approximately 27% of the Company’s total purchases for the quarter. For the six months ended June 30, 2026, expenditures to four vendors accounted for approximately 24% of the Company’s total purchases for the year to date. As of June 30, 2026, the total balance due for three vendors accounted for approximately 16%, 12%, and 11% of total accounts payable. For the year ended December 31, 2025, expenditures to three vendors accounted for approximately 25% in total of the Company’s total purchases. At December 31, 2025, the total balance due for three vendors accounted for approximately 46%, 7%, and 6% of total accounts payable. Segments The Company operates as one operating segment that designs, deploys, sells, operates, and maintains multi-purpose distributed generation power systems utilizing proprietary, low-emission, quick-response natural gas-fueled generators and embedded software technology designed to provide resiliency power for data centers, utilities and commercial and industrial customers located within the United States. See Note 4 — Revenue Recognition, to our consolidated financial statements for the year ended December 31, 2025 included in the Prospectus for additional information about the Company’s products and services. The Company’s operations are managed as a unified business, with integrated processes for product development, marketing, sales, and customer support. As such, the Company reflects its financial results as one reportable segment, which reflects the consolidated performance of its business activities. Management has determined that the Company’s chief operating decision maker (“CODM”) is the who has the ultimate responsibility for strategic decision making and resource allocation. The CODM uses consolidated net loss to allocate resources, as well as assess the performance, primarily by monitoring actual results compared to prior periods and expected results. The primary measure of profit or loss used by the CODM to make these decisions is consolidated net loss. Significant expenses presented to the CODM are at the consolidated level and are the same as those on the face of the consolidated statements of operations. The Company’s CODM does not use any segment assets to assess performance or decide how to allocate resources. All of the Company’s assets are located in the United States. Recently Issued Pronouncements Income Taxes In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the transparency and decision usefulness of income tax disclosures. The amendments require, among other things, expanded rate reconciliation disclosures with specific categories and greater disaggregation of income taxes paid by jurisdiction. For public business entities, the amendments are effective for annual periods beginning after December 15, 2024 (i.e., the Company’s fiscal year beginning January 1, 2025). We adopted this guidance prospectively effective January 1, 2025, resulting in expanded disclosures that improve transparency into our tax positions and payments across jurisdictions. Financial Instruments—Credit Losses In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Subtopic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments in this update provide a practical expedient for all entities when measuring expected credit losses for current accounts receivable and contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers. The Company adopted ASU 2025-05 on a prospective basis effective January 1, 2026. The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial position, results of operations, or cash flows. Recently Issued Pronouncements Not Yet Adopted Internal-Use Software In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which modernizes the accounting for internal-use software costs by increasing the operability of the recognition guidance considering different methods of software development. ASU 2025-06, which can be applied prospectively, retrospectively, or with a modified transition approach, will be effective for annual and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the effects that the adoption of this standard will have on the Company's consolidated financial statements and disclosures. Income Statement Presentation In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which increases the transparency of expense information presented in the statements of operations through disclosures of expanded disaggregation of relevant expense captions. This guidance will be effective for annual periods beginning after December 15, 2026, and interim periods thereafter, with early adoption permitted. The Company is currently evaluating the impact of this guidance, however, it does not anticipate that this adoption will have a significant impact on the Company's consolidated financial statements and disclosures. |