v3.26.3
Interim and Long-Term Debt
9 Months Ended
Sep. 30, 2026
Debt Disclosure [Abstract]  
Interim and Long-Term Debt Interim and Long-Term Debt
Asset-Based Loan Credit Facility
The Company is party to an amended and restated revolving credit facility. Effective May 4, 2026 and August 10, 2026, the Company entered into amendments to its amended and restated revolving credit facility (as amended, the "ABL Credit Facility"). The amendments increased the borrowing capacity under the ABL Credit Facility from $225.0 million to $350.0 million (subject to the Borrowing Base (as defined below) limit), with an uncommitted accordion in an aggregate amount not to exceed the greater of (i) $150.0 million and (ii) the amount, if any, by which the Borrowing Base exceeds the commitments outstanding under the ABL Credit Facility, subject to usual and customary terms and conditions, and extended the maturity date of the ABL Credit Facility from June 2, 2028 to May 4, 2031. The ABL Credit Facility has a borrowing base of the sum of 85% to 90% of monthly eligible accounts receivable, 80% of eligible unbilled accounts (up to a maximum of 25% of the Borrowing Base), in each case, depending on the credit ratings of our accounts receivable counterparties and certain value of eligible power generation equipment (up to a maximum of 35% of the Borrowing Base in the aggregate), less customary reserves (the "Borrowing Base"), as redetermined monthly. The advance rates for such power generation equipment are equal to the lesser of (i) 90% of the book value of such equipment and (ii) 80% of the net orderly liquidation value of such equipment. The amendments also increased the debt basket for leverage-ratio-based indebtedness, capital/finance leases, purchase money debt and other similar indebtedness from $425.0 million to the greater of (i) $600.0 million and (ii) 300% of the Company's consolidated earnings before interest expense, income taxes, depreciation and amortization for its most recently completed four consecutive fiscal quarters, and added a new $690.0 million debt basket for the incurrence or refinancing of convertible indebtedness. The Borrowing Base as of September 30, 2026, was approximately $196.4 million. The ABL Credit Facility includes a springing fixed charge coverage ratio that applies when excess availability is less than the greater of (i) 10% of the lesser of the facility size or the Borrowing Base or (ii) $15.0 million. Under the ABL Credit Facility we are required to comply, subject to certain exceptions and materiality qualifiers, with certain customary affirmative and negative covenants, including, but not limited to, covenants pertaining to our ability to incur liens or indebtedness, changes in the nature of our business, mergers and other fundamental changes, disposal of assets, investments and restricted payments, amendments to our organizational documents or accounting policies, prepayments of certain debt, dividends, transactions with affiliates, and certain other activities. Borrowings under the ABL Credit Facility are secured by a first priority lien and security interest in substantially all assets of the Company excluding certain mobile natural gas-fueled power generation equipment purchased under the Caterpillar Equipment Loan Agreement (as defined below) and other equipment that may be purchased under other financing arrangements. The Company was in compliance with all covenants as of September 30, 2026.
Borrowings under the ABL Credit Facility accrue interest based on a three-tier pricing grid tied to availability, and we may elect for loans to be based on either the Secured Overnight Financing Rate ("SOFR") or the base rate, plus the applicable margin, which ranges from 1.50% to 2.00% for SOFR loans and 0.50% to 1.00% for base rate loans. For the nine months ended September 30, 2026, the weighted average interest rate on our outstanding borrowings under the ABL Credit Facility was 5.64%.
The loan origination costs relating to the ABL Credit Facility are classified as an asset in our condensed consolidated balance sheets. As of September 30, 2026 and December 31, 2025, we had borrowings outstanding under our ABL Credit Facility of $0 and $45.0 million, respectively. After borrowings outstanding and letters of credit of approximately $11.1 million under the ABL Credit Facility, we had approximately $185.3 million available for borrowing under our ABL Credit Facility as of September 30, 2026.
Equipment Financing Arrangements
Effective July 27, 2026, we entered into an amendment to our financing arrangement with Caterpillar Financial Services Corporation (as amended on February 6, 2026, and as originally entered into on April 2, 2025, the "Caterpillar Equipment Loan Agreement"), pursuant to which Caterpillar Financial Services Corporation agreed to increase the total availability of funds under the Caterpillar Equipment Loan Agreement to an aggregate amount not to exceed $167.0 million (the "Equipment Loans") for the purpose of purchasing certain electric power generation equipment and associated auxiliary equipment for our PROPWR® business line. The Equipment Loans will be available on a revolving basis and loan amounts that are subject to a non-recourse syndication by Caterpillar Financial Services Corporation will not count against the $167.0 million cap. Certain Equipment Loans consist of two phases: (a) a progress payment phase during which an interim advance is made, evidenced by a separate floating rate promissory note based on an interim loan schedule (each, an "Interim Note"), and (b) after satisfaction of the applicable milestones, a term loan phase in which such Interim Note converts into a separate fixed rate promissory note based on a term loan schedule (each, a "Term Note" and together with the Interim Notes, each, a "Note"). Other Equipment
Loans will consist only of a Term Note that is issued upon receipt of the applicable equipment. Interim loans will accrue interest at a floating rate per annum based on SOFR, plus a 3.85% margin, plus any increase or minus any decrease in the Bloomberg Industrial Single A Total Return Index since November 15, 2024. Interest on interim loans is payable on a monthly basis until conversion to term loans. Each term loan will accrue interest at a fixed rate per annum based on the three-year U.S. Treasury rate as of the date of conversion of interim loans to the term loan for each unit of equipment, plus a 3.70% margin, plus any increase or minus any decrease in the Bloomberg Industrial Single A Total Return Index since November 15, 2024 and will be payable in equal monthly installments over a period not to exceed five years. Each Note will be secured on a first lien basis by equipment collateral and related support documents, casualty proceeds and other proceeds or products related thereto, and any proceeds from an Equipment Loan must be used for payment or reimbursement for the equipment subject to such Equipment Loan. Each Note is fully and unconditionally guaranteed by the guarantors set forth in the Caterpillar Equipment Loan Agreement. The Caterpillar Equipment Loan Agreement contains customary affirmative and negative covenants, including limitations on further encumbrance of the collateral subject to the applicable loans under the Caterpillar Equipment Loan Agreement. The weighted average interest rate on our term loans (long-term loans) for the nine months ended September 30, 2026 was 7.73%. During the nine months ended September 30, 2026, we capitalized $0.7 million of interest on our interim loans.
Debt issuance costs relating to our interim loans and term loans are presented as a deduction from the carrying amount of the loans in our condensed consolidated balance sheets. Costs incurred before the issuance of such loans are presented as an asset in our condensed consolidated balance sheets. As of September 30, 2026, we had no interim loans outstanding and $171.8 million of term loans outstanding under the Caterpillar Equipment Loan Agreement, of which approximately $24.7 million had been syndicated by Caterpillar Financial Services Corporation on a non-recourse basis and therefore does not count against the $167.0 million cap. After giving effect to that syndication, approximately $19.9 million remained available for future borrowings. Interim loans, net of debt issuance costs, are presented as interim debt within current liabilities in our condensed consolidated balance sheets. Current maturities of term loans, net of debt issuance costs, are presented as current maturities of long term debt within current liabilities and long-term portions of term loans, net of debt issuance costs, are presented in long-term debt, respectively, in our condensed consolidated balance sheets. Financed payments from the lender to the Company, net of related debt issuance costs paid by the Company to the lender, are presented as cash inflows under cash flows from financing activities in our condensed consolidated statements of cash flows. Financed payments from the lender to an equipment manufacturer, equipment dealer or equipment packager on the Company's behalf are presented as non-cash investing and financing activities within the "Supplemental Disclosure of Non-Cash Investing and Financing Activities" section of our condensed consolidated statements of cash flows and related debt issuance costs paid by the Company to the lender are presented as cash outflows under cash flows from financing activities in our condensed consolidated statements of cash flows. Repayments of term loans are presented as cash outflows under cash flows from financing activities in our condensed consolidated statements of cash flows.
Convertible Senior Notes
On May 7, 2026, the Company issued $690.0 million aggregate principal amount of 0.00% convertible senior notes due 2031, which included the exercise in full of the initial purchasers’ option to purchase up to an additional $90.0 million principal amount of the Convertible Notes. The Convertible Notes were issued pursuant to, and are governed by, an indenture dated May 7, 2026, by and between the Company and U.S. Bank Trust Company, National Association, as trustee (the "Indenture"). The Convertible Notes are senior, unsecured obligations of the Company. The Convertible Notes do not bear regular interest, and the principal amount of the Convertible Notes does not accrete. The Convertible Notes will mature on November 15, 2031 (the "maturity date of the Convertible Notes"), unless earlier converted, redeemed or repurchased. Net proceeds from the issuance of the Convertible Notes were approximately $668.4 million after deducting initial purchasers’ discounts and commissions and offering expenses paid by the Company, without giving effect to the capped call transactions related to the Convertible Notes. The Company used approximately $36.8 million of the net proceeds to enter into capped call transactions related to the Convertible Notes and intends to use the remainder of the net proceeds to purchase additional power generation equipment and other general corporate purposes. Before August 15, 2031, noteholders have the right to convert their Convertible Notes only in certain circumstances and during specified periods. From and after August 15, 2031, noteholders may convert their Convertible Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date of the Convertible Notes. The Company will settle conversions by paying or delivering, as applicable, cash, shares of the Company’s common stock, or a combination of cash and the Company’s common stock, at its election.
The initial conversion rate for the Convertible Notes is 43.1616 shares of common stock per $1,000 principal amount of the Convertible Notes, which represents an initial conversion price of approximately $23.17 per share of common stock and a
premium of approximately 37.5% over the last reported sale price of $16.85 per share of the Company's common stock on the New York Stock Exchange (the “NYSE”) on May 4, 2026. The conversion rate and conversion price are subject to adjustment upon the occurrence of certain events.
The Convertible Notes are redeemable, in whole or in part (subject to certain limitations), at the Company’s option at any time, and from time to time, on or after May 15, 2029 and prior to the 45th scheduled trading day immediately before the maturity date of the Convertible Notes, at a cash redemption price equal to the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid special interest and additional interest, if any, to, but excluding, the Redemption Date (as defined in the Indenture), but only if the last reported sale price per share of the common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption. However, the Company may not redeem less than all of the outstanding Convertible Notes unless at least $150.0 million aggregate principal amount of the Convertible Notes are outstanding and not subject to redemption as of, and after giving effect to, delivery of the relevant notice of redemption.
If the Company undergoes a Fundamental Change (as defined in the Indenture), then, subject to certain conditions and limited exceptions, holders of the Convertible Notes may require the Company to repurchase for cash all or any portion of their Convertible Notes at a repurchase price equal to 100% of the principal amount to be repurchased, plus accrued and unpaid special interest and additional interest, if any, to, but excluding, the Fundamental Change Repurchase Date (as defined in the Indenture). In addition, following certain corporate events that occur prior to the maturity date of the Convertible Notes or if the Company delivers a notice of redemption in respect of the Convertible Notes, the Company will, in certain circumstances, increase the conversion rate of the Convertible Notes for a holder who elects to convert its Convertible Notes in connection with such a corporate event or convert the Convertible Notes called (or deemed called) for redemption during the related redemption period, as the case may be.
The Indenture contains customary covenants and sets forth certain events of default after which the Convertible Notes may be declared due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company after which the Convertible Notes become automatically due and payable. The Indenture limits the Company’s ability to consolidate with or merge with or into, or sell, convey, transfer or lease all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to another person (other than to one or more of the Company’s direct or indirect wholly owned subsidiaries). The Company was in compliance with all covenants as of September 30, 2026.
Interest expense related to the Convertible Notes for the three and nine months ended September 30, 2026 was $1.0 million and $1.6 million, respectively, consisting of amortization of debt issuance costs. No special interest and additional interest was incurred during the three and nine months ended September 30, 2026. The debt issuance costs are amortized into interest expense over the term of the Convertible Notes at an effective interest rate of 0.58%.
Capped Calls
In connection with the issuance of the Convertible Notes, the Company entered into privately negotiated capped call transactions relating to the Convertible Notes with an affiliate of one of the initial purchasers and certain other financial institutions at a cost of approximately $36.8 million. The capped call transactions will cover, subject to certain anti-dilution adjustments, the number of shares of the Company's common stock initially underlying the Convertible Notes. The cap price of the capped call transactions related to the Convertible Notes will initially be approximately $29.49 per share (subject to adjustment under the terms of the capped call transactions), which represents a premium of approximately 75.0% over the last reported sale price of the Company's common stock of $16.85 per share on the NYSE on May 4, 2026.
The capped call transactions related to the Convertible Notes are expected generally to reduce potential dilution to the Company's common stock upon any conversion of the Convertible Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap. The capped call transactions related to the Convertible Notes are included in additional paid-in capital in the accompanying condensed consolidated balance sheet as of September 30, 2026, with no remeasurement in subsequent periods provided they continue to meet the criteria for equity classification.
The Company elected to integrate the Convertible Notes and related capped call transactions for federal income tax purposes pursuant to applicable U.S. Treasury Regulations. The impact of this tax treatment results in the capped call transactions of
$36.8 million being deductible as original issue discount interest for tax purposes over the term of the Convertible Notes. We recorded a deferred tax asset of $8.0 million with respect to the Convertible Notes, which represents the tax benefit of these deductions with an offsetting entry to additional paid-in capital.
The following table shows a summary of our convertible debt instruments as of September 30, 2026:
(in thousands)Fair Value
Principal AmountUnamortized Debt Discounts and Issuance CostsNet Carrying AmountAmountLeveling
Convertible senior notes
$690,000 $(20,082)$669,918 $517,714 Level 2
We had no convertible debt instruments as of December 31, 2025.
Total debt consisted of the following:
(in thousands)
September 30, 2026December 31, 2025
ABL Credit Facility$— $45,000 
Equipment financing interim loans— 2,135 
Equipment financing term loans171,826 75,424 
Convertible senior notes690,000 — 
Total debt861,826 122,559 
Less: debt issuance costs, net of amortization(21,960)(989)
Total debt, net of debt issuance costs839,866 121,570 
Less: interim debt (current), net of debt issuance costs— (2,113)
Less: current maturities of long-term debt, net of debt issuance costs(31,165)(13,844)
Total long-term debt, net of debt issuance costs$808,701 $105,613 
Maturities of total debt (minimum annual principal payments required) as of September 30, 2026 are as follows:
(in thousands)
YearEquipment Financing Term LoansConvertible Senior Notes
Remainder of 2026$5,565 $— 
202735,060 — 
202837,878 — 
202940,922 — 
203038,755 — 
203113,646 690,000 
Total$171,826 $690,000