DEBT AND OFF-BALANCE SHEET ARRANGEMENTS |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| DEBT AND OFF-BALANCE SHEET ARRANGEMENTS | NOTE 3 – DEBT AND OFF-BALANCE SHEET ARRANGEMENTS Long-term debt, net of issuance costs, consisted of the following:
Project Granite Facility In March 2026, Cape Phase I Borrower LLC and Phase I WellCo LLC (the “Borrowers”), subsidiaries of the Company, entered into a senior secured credit agreement (the “Granite Credit Agreement”) with a syndicate of lenders led by MUFG Bank, Ltd., as administrative agent, and HSBC Bank USA, National Association, as collateral agent, to finance the construction of the Company’s Cape Station (“Cape Station”) Phase I geothermal facility. In connection with the financing, the Borrowers executed customary project finance agreements, including related closing deliverables. The Granite Credit Agreement provides for aggregate commitments of approximately $421.4 million, consisting of (i) a construction loan facility, (ii) a tax credit transfer bridge loan facility, (iii) multiple letter of credit facilities, and (iv) a term loan facility into which construction loans are expected to convert upon satisfaction of specified conversion conditions (collectively, the “Project Granite Facility”). Borrowings under the Project Granite Facility are available during the construction period, subject to satisfaction of customary conditions precedent. Borrowings under the construction loan facility are expected to convert into term loans upon satisfaction of specified conversion conditions, including achievement of substantial completion and delivery of certain project‑level documentation. Borrowings under the construction loan facility bear interest at either (i) the secured overnight financing rate (“SOFR”) or (ii) a base rate, at the Borrowers’ election, in each case plus an applicable margin. The construction loan borrowing outstanding as of June 30, 2026 was a SOFR‑based loan bearing interest at SOFR plus a margin of 3.0%. All SOFR borrowings are subject to a floor of 0.0%. Interest is payable quarterly. Commitment fees accrue on the unutilized portions of the construction loan facility, the tax credit transfer bridge loan facility, and certain letter of credit facilities at a rate equal to 30.0% of the applicable margin and are payable quarterly. Following conversion, the term loans will amortize on a quarterly basis beginning in 2027, with the remaining outstanding principal due at maturity. The stated maturity date of the term loans is March 31, 2031. Borrowings under the term loan facility bear interest at either SOFR or the base rate, at the Borrowers’ election, plus an applicable margin, with the SOFR margin equal to 3.0% and subject to annual 0.1% increases beginning in March 2029. Base rate borrowings are subject to a margin that is 1.0% lower than the SOFR margin and are subject to the same annual increases. The Granite Credit Agreement includes customary optional and mandatory prepayment provisions. Mandatory prepayments may be required, among other circumstances, upon receipt of certain extraordinary cash proceeds, including proceeds from the transfer of investment tax credits, failure to monetize production tax credits at or above specified thresholds, excess borrowings relative to term loan sizing criteria upon conversion, or upon the occurrence of an event of default, in which case the lenders may also cease making further loan advances and/or declare all outstanding obligations immediately due and payable. The Company was in compliance with all covenants under the Project Granite Facility as of June 30, 2026. Under the terms of the Granite Credit Agreement, the obligations are secured on a first‑priority basis by substantially all assets of the Borrowers, including project‑level assets associated with the Cape Station Phase I geothermal facility, subject to customary permitted liens. As of June 30, 2026, total outstanding borrowings under the Project Granite Facility were approximately $212.3 million, of which $11.0 million was classified within current portion of long-term debt and the remainder classified within long-term debt on the Condensed Consolidated Balance Sheets. Borrowings under the Project Granite Facility were used to repay the outstanding borrowings under the XRC Facility and to fund transaction costs and project-related costs, including construction expenditures and required reserves. In March 2026, the Borrowers issued a construction loan with a stated principal amount of approximately $14.2 million, which was used to finance third-party debt issuance costs, agency fees and upfront lender fees. Of these costs, approximately $6.3 million related to undrawn commitments and remained recorded within other long-term assets on the Condensed Consolidated Balance Sheets as of June 30, 2026. The remaining costs allocated to drawn borrowings are presented as a direct reduction of the related debt balance and are included in the $13.9 million of unamortized debt issuance costs as of June 30, 2026. In addition, the Company incurred approximately $6.7 million of debt issuance costs related to the second draw under the Project Granite Facility during the three months ended June 30, 2026, which are also included in unamortized debt issuance costs. The Company also had $17.9 million outstanding under the Granite Letter of Credit Facility, which supports project-level contractual and operational obligations and constitutes an off-balance sheet arrangement. In connection with the Project Granite financing, the Company also entered into agreements to monetize certain production and/or investment tax credits associated with the project, which are expected to generate proceeds to support the overall project financing structure, including repayment of the tax credit transfer bridge loan facility. Mercuria Credit Facility and Letter of Credit Facility In 2024 and 2025, Fervo HoldCo LLC, a wholly owned subsidiary of the Company, entered into and amended a credit agreement with Mercuria Energy Trading SA (“Mercuria”) to provide liquidity and corporate-level access to capital (“Mercuria Credit Facility”). The Company also entered into a letter of credit facility agreement with Mercuria in 2024 to provide credit support for its contractual and operational obligations (“Mercuria Letter of Credit Facility”). As of June 30, 2026 and December 31, 2025, the Company had $30.0 million outstanding under the Mercuria Credit Facility. In connection with the Mercuria Credit Facility, the Company incurred debt issuance costs of $3.5 million, which are recorded in Other long-term assets on the Condensed Consolidated Balance Sheets and are amortized over the term of the agreement. As of June 30, 2026 and December 31, 2025, the Company also had $43.6 million and $35.5 million, respectively, outstanding under the Mercuria Letter of Credit Facility, which supports project-level contractual and operational obligations and constitutes an off-balance sheet arrangement. The Company was in compliance with all covenants under the Mercuria Credit Facility and Mercuria Letter of Credit Facility as of June 30, 2026 and December 31, 2025. XRC Facility In 2024 and 2025, Cape Generating Station 3 LLC and Cape Generating Station 5 LLC entered into loan agreements with XRL ALC, LLC (“XRC Facility”), issuing three promissory notes across three tranches. As of December 31, 2025, outstanding borrowings totaled $145.6 million. These amounts are offset by the unamortized debt issuance costs of $2.8 million. In April 2026, the Company repaid in full the outstanding borrowings of $145.6 million under the XRC Facility. The repayment of the XRC Facility resulted in a loss on extinguishment of debt of $9.0 million, including $6.5 million of prepayment premiums and the $2.5 million write-off of unamortized debt issuance costs, which was recorded to Other non-operating expense, net on the Condensed Consolidated Statements of Operations. Upon the repayment, the XRC Facility was terminated. Surety Bond Arrangements As of June 30, 2026 and December 31, 2025, the Company had outstanding surety bonds totaling $64.8 million and $57.5 million, respectively, which constitute off-balance sheet arrangements.
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||