Financial Overview - Total assets as of September 30, 2025, amounted to $502,766,000, with cash and cash equivalents at $83,693,000 and restricted cash at $99,300,000[19] - For the three months ended September 30, 2025, the net loss was $346,812,000, resulting in a net loss per share of $0.84[21] - Total expenses for the same period were $37,776,000, with general and administrative expenses accounting for $37,776,000[21] - The company reported a total stockholders' equity of $302,473,000 as of September 30, 2025[19] - The total liabilities were reported at $200,293,000, with net debt at $102,831,000[19] - The weighted average shares outstanding for basic and diluted calculations were 466,493,415[21] - The net loss for the three months ended September 30, 2025, was $346,812, resulting in a net loss per common share of $0.84[106] Cash Flow and Financing - Cash flows used in operating activities were $8,291,000, while cash flows from financing activities provided $287,605,000[26] - The company raised $75,500,000 from the issuance of Series A Convertible Notes[26] - The company has raised $101,624 through convertible debt financing, $107,552 through preferred units financing, and $100,000 related to a financing arrangement with Macquarie Equipment Capital Inc.[44] - The Company issued $117,000 in Series B Convertible Notes in relation to an asset acquisition[78] - The Company issued Seed Convertible Notes totaling $26,124 with a 15.0% interest rate, convertible into Class A Units at $0.89 per unit[115] - The Series A Convertible Notes were issued for $58,900 and $16,600, also with a 15.0% interest rate, convertible at $1.33 per unit[116] - The Series B Convertible Note was issued for $145,000 with an 11% interest rate, convertible based on the Company's fully diluted capitalization[117] - The Macquarie Term Loan has a principal amount of $148,986, with proceeds of $99,342 received, and bears 1.0% interest[119] Project Matador - Project Matador is an 11-gigawatt data center campus in Amarillo, Texas, expected to provide 15 million square feet of data center space, with the first 1-gigawatt capacity targeted for commercial operations by year-end 2026[31] - Fermi Inc. plans to finance Project Matador through a combination of equity financings, debt issuances, monetization of federal energy credits, strategic equity investments, government grants, and tenant prepayments[43] - The Company entered into a 99-year ground lease with Texas Tech University for land development related to Project Matador[124] - The Company executed a $150 million Advance in Aid of Construction Agreement with its first prospective tenant at Project Matador[165] - Project Matador aims to deliver up to 11 GW of power through a mix of natural gas, nuclear, and solar energy by 2038, with a focus on AI infrastructure[168] - The company is in discussions to secure natural gas supplies sufficient to support 11 GW of gas-fired power generation, enhancing project scalability[170] - A COL Application for 4 GW of nuclear power has been accepted for processing by the NRC, reinforcing Project Matador's readiness for low-carbon baseload generation[170] - The company expects to secure approximately 1.1 GW of power for operations by the end of 2026, including 200 MW from a contractual arrangement with SPS[170] - The Firebird Acquisition includes a combined cycle gas power plant rated at approximately 400 MW, with energization expected by Q3 2026[185] Share-Based Compensation - The company incurred share-based compensation expenses totaling $24,814,000 during the period[26] - The Company has not recognized any share-based compensation expense related to performance-based conditions until such conditions are deemed probable[59] - The Company recognized a compensation expense of $3,616 in June 2025 related to the repurchase of 4,077,900 unvested Class B Units[135] - The Company granted 63,382,500 non-voting Class B Units at $0.0022 per unit, with 25% vesting at issuance and the remaining 75% vesting over five years[133] - The Company has reserved 1,500,000 Class B Units for non-executive employees and service providers outside the 2025 Incentive Plan[140] - For the three months ended September 30, 2025, the Company recognized $24,814 in compensation expense, with total unrecognized compensation expense related to unvested awards at $591,423[157] Assets and Liabilities - As of September 30, 2025, the Company had deferred $600 of debt issuance costs related to various promissory notes and loans[67] - The Company capitalized $14,268 of deferred offering costs within prepaid expenses and other assets as of September 30, 2025[68] - The Company recognized $28 in cash paid for interest, net of capitalized interest, for the period from January 10, 2025, through September 30, 2025[78] - The Company had no depreciable property, plant, and equipment as of September 30, 2025, resulting in no depreciation expense recognized[77] - The Company recognized a right-of-use asset of $24,644 obtained in exchange for a new operating lease liability[78] - The Company had no impairment indicators for property, plant, and equipment as of September 30, 2025[76] - The Company had accrued investments in construction in progress amounting to $38,254 as of September 30, 2025[78] - As of September 30, 2025, construction in progress amounted to $270,693, with additions during the period[111] Revenue Generation - As of September 30, 2025, Fermi Inc. has not yet commenced revenue-generating activities and anticipates generating revenue primarily from lease rental income from data center tenants[32] - The company has not generated any revenues as of September 30, 2025, and may face delays in capital expenditures if it cannot raise the expected capital[43] Strategic Agreements - The Company entered into a Master Lease Agreement with Mobile Power Solutions for seven mobile power generation units with an aggregate base net present value of approximately $148,000[164] - The Company has secured a $25 million Forging Material Readiness Agreement with Doosan for long-lead nuclear forgings for four planned AP1000 nuclear units[208] - The City of Amarillo approved a water-supply arrangement allowing the sale of up to 2.5 million gallons per day to the Company, with potential scaling to 10 MGD[210]
Fermi LLC(FRMI) - 2025 Q3 - Quarterly Report