Ionic Digital Q3 2026 Earnings Call Transcript

Ionic Digital (NASDAQ:IOND) reported third-quarter financial results on Wednesday. The transcript from the company’s third-quarter earnings call has been provided below.

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Summary

Ionic Digital reported third quarter revenue of $49 million, with digital infrastructure leasing contributing $44 million and Bitcoin mining $5 million. Adjusted EBITDA was $35 million with a 71% margin.

The company made progress on its priority to contract remaining capacity at Ward County and Midland, highlighting provisional classification under Baseload Pathway B for ERCOT’s Batch 0 process.

Ionic Digital holds a debt-free balance sheet with $630 million liquidity, supported by a financeable lease guaranteed by Nvidia and Microsoft.

The company anticipates incremental capacity at Ward County to add $72 million in full-year run-rate GAAP revenue once 89 megawatts are delivered.

Future development plans include sub-100 megawatt sites near major metros, focusing on AI demand for inference and enterprise solutions.

Management is focused on shareholder engagement and executing a strategy to maximize long-term value by evaluating opportunities based on risk-adjusted returns.

Challenges include potential policy changes with a new administration in Texas that may affect data center developments.

Full Transcript

Hannah Stuckey (Director of Investor Relations)

Reminder: Statements made on today’s call, in our presentation, and in our press release contain forward-looking statements. Actual results may differ materially. These statements are subject to the risks described in the Risk Factors section of our prospectus. In our subsequent filings with the SEC, which you should read in full, we undertake no obligation to update these forward-looking statements except as required by law. For additional information on non-GAAP financial measures discussed on today’s call, please refer to the reconciliations to the most directly comparable GAAP measures.

These reconciliations are available in today’s earnings release and investor presentation, both of which can be found on the Investor Relations section of our with that, I’ll turn the call over to Andy.

Andy Stewart (Chief Executive Officer)

Thanks, Hannah, and good afternoon, everyone. We know there’s been quite a bit of conversation on the latest political cycle in Texas and we’ll make sure to touch on that later, but I’ll start today with our results released this afternoon. Our third quarter was in line with our expectations and I’m pleased with the progress we’re making on our top priority, which is putting the remaining capacity at Ward County and Midland under contract. There are a number of initiatives we’re working on to achieve that goal: the ERCOT process for Ward County, the land work in Midland, and working with prospective customers on the scope and design they need.

We made solid progress in all three during the quarter and I’ll speak to each in just a moment. When we spoke on our first earnings call in August, we had just completed our direct listing, energized the first data hall at Ward County, and started collecting cash rent on the N scale lease. Those milestones provide a strong cash flowing foundation and in three months since, our conversations with prospective tenants have sharpened our view on what customers value most.

When customers choose a site today, we believe they are weighing three things: whether the power will be there on time, whether the developer is reliable, and increasingly the strength of the developer’s balance sheet. We believe Ionic Digital offers all three. Before moving on, I’d like to spend a moment on what we’ve seen in the market since August. Demand for AI capacity remains strong, but this quarter we began to see how far apart announcing capacity and energizing it can be. Power timelines have moved on a number of projects and ERCOT’s process has pushed tenants to look much harder at which sites have a real path to power. We believe that scrutiny works in our favor. Our 466 megawatt request at Ward County received provisional classification under Baseload Pathway B in ERCOT’s Batch 0 process and our Midland sites are already energized.

At Ward County we already have 323 gross megawatts under contract with N scale and beyond that we have a pipeline of approximately 500 gross megawatts of near-term grid power to bring them to market across Ward County and Midland. We also have the flexibility to fund this development with a debt-free balance sheet, approximately $630 million of liquidity, and a financeable cash-flowing lease on 234 megawatts with a lease guaranteed by NVIDIA for the first five years and Microsoft as the ultimate customer.

Lastly, we’ve built a team with decades of experience designing, developing, and contracting data centers. Today’s leading GPU platforms are pushing power densities into the hundreds of kilowatts per rack range and moving to direct-to-chip liquid cooling. Our development team brings deep mechanical and electrical engineering expertise along with hands-on experience delivering and operating mission-critical facilities and we’re leveraging that experience to anticipate and manage risk.

Turning now to the landscape in Texas, yesterday’s election brings a new administration to Austin in January. The Governor Elect has said she intends to pause new data centers until the Legislature sets new rules. We don’t know yet what exactly that will look like. What we do know is where our project sits. As I mentioned, ERCOT provisionally classified our Ward County expansion as Baseload Pathway B. That pathway is for existing projects that have already achieved initial energization, and that distinction could help set us apart from new projects.

We executed an agreement with our TSP in 2021 for 700 megawatts. It’s been carried in transmission planning projects since 2023, and our TSP has since made transmission upgrades to a system partially underwritten by our 700 megawatts. Advancing our project would ensure those investments are recovered as planned rather than burdening other ratepayers. We’ll work constructively with the incoming administration, the Legislature, and local officials as the rules get written as we continue to support the responsible development of data centers in Texas.

Of the incremental capacity expected at Ward, 89 megawatts are already contracted with N scale, which will add a full-year run-rate GAAP revenue of 72 million at triple-net terms when the power is delivered. That leaves 377 gross megawatts available for development at Ward. We’ve already had numerous conversations with interested customers and in the coming weeks we plan to launch a formal targeted marketing process for that capacity. As we previously disclosed, N scale holds a right of first refusal on this capacity.

However, I want to be clear it is a right of first refusal, not a call option, and it doesn’t lock us into a specific price. N scale can retain the capacity only by meeting or exceeding every term of the best offer we receive. Before ERCOT’s verification process began, we had expected our marketing process to be a little further along. While the audit has shifted the timeline a bit, we have not slowed down on pre-development work including test fits and vendor planning.

That work allows us to move quickly once a contract is signed. Our vision has always been to develop Ward County into a high-performance data center campus with high-quality counterparties. Turning to Midland, we have four sites with 112 megawatts of energized grid power today ranging from 12 to 50 megawatts each with immediate access to power and a variety of capacities. We believe this opens these sites to a broader set of customers with a wider range of use cases. Most of our work at Midland this year has been around the land itself, preparing each site to support a long-term data center development rather than a mining operation.

We’ve made meaningful progress and based on our conversations with prospective tenants, we still expect to move these sites off bitcoin mining over the next six to 12 months. We’re continuing to operate with urgency, but also with discipline. Available grid power in 2027 is scarce. We believe taking the time to get the right counterparty on the right terms will create the most value for shareholders. That brings me to how we are evaluating these opportunities. We look at every opportunity the same way: the return on the capital we invest and the total value it can create relative to our cost of capital and the risk we take on. In assessing that risk, we look closely at the quality of the counterparty, the length and credit support of the contract, and protection against construction cost overruns. The structure we choose for each site is a big part of that equation.

In a powered shell, as shown on page four of the latest investor presentation, we deliver the building and the power and the tenant funds the fit-out. In a turnkey or built-to-suit structure, we also deliver the mechanical, electrical, and plumbing in exchange for higher rent. We work collaboratively with our customers to turn high-level requirements into a verified, fixed basis of design. If the customer is still defining its needs, we start from reference designs we’ve already developed.

Locking in the design before we build takes more time up front, but it’s one of the ways we reduce risk on schedule and cost. It’s also why we’ve been deliberate about when we commit and what we announce. As customers, vendors, and partners look harder at the people behind the project, we believe that experience matters more today than ever. Our team has deep experience with both models and being able to offer either one is an advantage in our conversations.

Finally, beyond Texas, our longer-term strategy is focused on developing sub-100 megawatt sites in and around major metros where we expect inference and enterprise AI demand to grow. As AI moves from training models to running them, demand is shifting towards inference and agentic workloads. These workloads need different size data center developments, typically 25 to 75 megawatts, but in all cases below the local utility’s large load threshold. Many enterprise customers are also looking for sovereign solutions that keep proprietary data under their control.

That’s the market we intend to serve, and it’s a natural extension of what the team has done for decades. Before I hand it to Chris, a brief word on shareholder engagement. Engaging with our shareholders is an important part of how we run Ionic Digital and we believe we are well aligned with them on our strategy to become a pure-play high-performance computing and AI data center developer, choosing the best risk-adjusted opportunities and successfully executing on them to maximize long-term value. Our board and management team share that focus and it guides every capital allocation decision we make today.

That means capturing the significant value we see in approximately 500 megawatts at Ward County and Midland that we expect to commercialize. As I wrap up, I’d come back to where I started. Our top priority is putting the remaining capacity at Ward County and Midland under contract and the work we did this quarter moved us meaningfully closer to that. We have contracted cash flow and revenue, a power position that has held up under a much closer review, and a balance sheet that lets us be selective, and a team with the experience to execute. I believe that combination positions Ionic Digital to create significant long-term value for shareholders.

Now, with that, I’ll turn the call over to Chris.

Chris Hickman (Chief Financial Officer)

Thanks, Andy. Good afternoon, everyone. As we prepare for potential development across our sites, we are well positioned with a clean balance sheet and significant liquidity. But first, I’ll start with our third quarter results on page five. Total revenue in the third quarter was $49 million, with digital infrastructure leasing contributing approximately 90% or $44 million and Bitcoin mining contributing $5 million. Gross profit was $39 million and adjusted gross profit was $44 million for an adjusted gross margin of 89%.

That margin is driven by our digital infrastructure segment with margins of 99%, reflecting the triple net structure of the N Scale lease, in which the tenant is responsible for operating costs, taxes, insurance, and maintenance. Our mining segment was approximately break-even at the gross margin level, reflecting higher power costs from typical late summer seasonality. We expect mining margins to continue near break-even levels. Turning to expenses, G&A was $26 million in the quarter. That included $12 million of non-recurring costs associated with our direct listing and $5 million of non-cash stock-based compensation expense. Excluding those two items, G&A was approximately $9 million in the quarter. We remain disciplined on overhead while ensuring we have the capabilities to execute against our contracted base and our growth pipeline. We reported net income of $17 million for the quarter, or $0.38 per diluted share.

Two large non-cash items mostly offset each other: first, a $73 million gain on the fair value of our Bitcoin, and second, a $66 million charge from the increase in fair value of the warrants issued in our June private placement. Adjusted EBITDA was $35 million with a 71% margin. Year to date, adjusted EBITDA was $108 million. Capital expenditures were $7 million in the quarter, primarily related to equipment for the ongoing substation expansion at Ward County, while year-to-date capex is only $14 million.

We expect capital spending for our substation upgrade and pre-development work at Ward County to increase in the fourth quarter and extending into 2027. For the full year 2026, we are reaffirming our prior outlook as shown on page 6 and continuing to expect at the midpoint revenue of 1.92.5 million do million, comprised of digital infrastructure leasing revenue of $175 million and Bitcoin mining revenue of $17.5 million. The midpoint of the expected range for adjusted EBITDA remains $140 million, and capital expenditures remains between $45 and $60 million.

Given year-to-date results, we expect cryptocurrency mining revenue to be near the high end of the range, although we expect minimal contribution to margin as we no longer are investing capital to upgrade our mining equipment as part of our strategy to pivot the remaining sites into high-performance data centers in 2027. We look forward to providing our 2027 guidance alongside fourth quarter 2026 results early next year. Turning to page seven, of the $175 million of digital infrastructure leasing revenue in our 2026 outlook, approximately $30 million is cash rent and the balance is non-cash revenue from straight-line accounting treatment of the lease. Cash rent began on August 1st, and we collected approximately $7 million in the third quarter. We expect cash rent of approximately $23 million in the fourth quarter, approximately $30 million for the full year 2026, and $135 million in 2027, reaching an annualized run rate of $183 million by February 2028 before escalators kick in.

This timing does not depend on when the data halls become operational for the end customer; however, N Scale’s first data hall is energized and operational, and the remaining buildings are advancing. Once the 89 megawatt expansion is delivered, it’s expected to add approximately $7 million of annualized revenue, bringing the total cash revenue run rate to approximately $250 million across 323 megawatts before escalators. Moving to the balance sheet on page 8, recent market volatility has reinforced the importance of balance sheet strength, disciplined capital allocation, and flexibility. We ended the quarter with no debt outstanding, $381 million in cash, and 2,954 Bitcoin valued at $247 million for total liquidity of approximately $628 million. With development spending expected to ramp in 2027, we’ve begun converting some of our Bitcoin to cash. Since the end of the quarter, we’ve sold approximately 25% of our holdings, or 737 Bitcoin, for net proceeds of approximately $62 million.

On a pro forma basis, that brings our cash to $443 million and our remaining Bitcoin to $185 million based on September 30th prices. As we’ve said, Bitcoin is part of our liquidity today, but it isn’t a long-term strategic holding strategy. We intend to continue to monetize it to fund development and other strategic initiatives, with timing driven by our expected capital needs. Looking ahead, our balance sheet gives us flexibility in how we fund the next phase of growth. Our existing lease is triple net and cash flowing, with approximately $1.8 billion of remaining contracted revenue and rent guaranteed by Nvidia for the first five years. Once the incremental 89 megawatts are delivered in 2027, the remaining contracted revenue grows to approximately $2.5 billion. Together, we believe this provides ample financing capacity to support future development.

For that development, we’ll set the financing structure once a tenant is signed. It will depend on the contract, the counterparty, and the terms we negotiate, and we’ll stay focused on protecting our balance sheet and raising capital responsibly. To sum up, cash is ramping as scheduled, and with substantial liquidity and no debt, we are excited to be pursuing our next opportunities from a position of strength. With that, Michelle, we can open the line for questions.

OPERATOR

Thank you. If you’d like to ask a question, please press star 11. If your question has been answered and you’d like to remove yourself from the queue, press star 11 again. Our first question comes from Derek Whitfield with Texas Capital. Your line is open.

Derek Whitfield (Analyst)

Good afternoon and thanks for taking my questions.

Andy Stewart (Chief Executive Officer)

Sure. Hi, Derek.

Derek Whitfield (Analyst)

Wanted to start with the political environment, as that’s clearly what’s driving the market today. While I realize this has just happened, but as you guys kind of think about the change in administration, do you expect ERCOT will honor its previous commitment to finalize Batch 0 decisions by December 10th?

Andy Stewart (Chief Executive Officer)

Derek, thanks for the question. We really don’t know what would happen prior to the new administration taking over. So there’s high likelihood, high probability, that they continue on with their path and determine that. What happens in January, I think, is still very much to be determined. Importantly, one thing I think we highlighted in our prepared remarks, which we had not disclosed previously, is that ERCOT designated us as Batch 0, Pathway B, which is an important distinction. One, it shows that our site is already energized—it’s not a new site, it’s an existing site. And two, the Pathway B is a higher priority level within ERCOT’s overall framing.

Derek Whitfield (Analyst)

Fair enough. But Yep, very clear, and understand you’re in a really good spot from that perspective. For my follow-up, I wanted to ask just on the market environment: has that changed your focus or approach with potential tenants, given the higher financing costs we’re experiencing and the risk of IPOs for frontier LLMs being pushed out?

Andy Stewart (Chief Executive Officer)

No, I think it comes all the way back to our consistent focus on risk-adjusted returns. And if we’re going to undertake a $3 1/2, $4 billion turnkey data center development in Ward County, we’re going to have to have a really strong credit counterparty in order to do that. So that has always been the case and the focus for us, given the level of capital that would be required there.

Derek Whitfield (Analyst)

Terrific. Thanks, guys. I appreciate it.

OPERATOR

Thank you. Our next question comes from Gregory Lewis with BTIG. Your line is open.

Gregory Lewis (Analyst)

Yeah, hey, thank you and good afternoon, and thanks for taking my questions. I guess I want to talk a little bit about the outlook in Texas. Hey, the election is the election. But it seemed to us at least that the Midland opportunity had been gaining momentum regardless of what was going to happen in Batch 0, just simply because you were getting some loads—maybe that people thought were going to be baseload—became studied. So just kind of curious, over the last 30, 60 days, has that at all changed your outlook for the Midland grid-connected capacity that you have?

Andy Stewart (Chief Executive Officer)

No, I think we’ve been bullish on the opportunity at Midland, and only more bullish over the last 30 or 60 days as word got out. As we mentioned earlier on, we couldn’t kind of take all these sites to market given some of the cleanup we had to do. But our team has got a lot of that groundwork done now, and we’ve had a lot of really strong conversations with many different kinds of counterparties as well. There is interest across a spectrum. It’s not just kind of neo cloud interest, which gains a lot of the market hype.

So we’ve only become a little bit more bullish on our ability to monetize the Midland sites.

Gregory Lewis (Analyst)

All right, super helpful. Then, just as we think about, as you continue to build out the business—clearly we have a strong position in Texas—but I guess a couple things. How should we think about the opportunity for Ionic Digital to build its power portfolio beyond, let’s call it, however you want to frame it, beyond Texas or beyond the Southwest? I’m just kind of curious how you’re thinking about that. And just given those opportunities, is that something we should start to expect over the next couple quarters?

Andy Stewart (Chief Executive Officer)

I would say in 2027, yes, but I can’t tell you exactly when in ’27. And the reason is that we continue to be focused on monetizing Ward County and Midland. We joke internally that every time we kind of see an interesting acquisition, something else pops up, whether it’s the ERCOT process or customer conversations on the ability to monetize those. So while we still remain committed to our long-term strategy on developing agent and inference sites in and around major metros, our focus right now is on monetizing what we have at hand.

Gregory Lewis (Analyst)

All right, thank you very much.

OPERATOR

Thank you. Our next question comes from John Peterson with Jefferies. Your line is open.

John Peterson (Analyst)

Oh, great. Thank you. The 377 megawatts in Ward County—you mentioned on slide three that you expect it to be energized by late 2027. But I mean, I guess given that we’re late ’26 right now and you’re still marketing the site, realistically, when could that site actually turn into top-line revenue for you guys?

Andy Stewart (Chief Executive Officer)

Yeah, so we are doing everything we can to get that revenue on as soon as possible. I think that given the counterparties we’re talking to, the size and complexity of the data centers that are required to be built, that is an early ’28 monetization, to be realistic and practical. We very much focus on—obviously, we want to get the contract signed, we want to have all the development done—but we are going to be very pragmatic in terms of getting that contract executed and make sure we don’t come to a situation where there are material cost overruns or material delays in the RFS date. When we sign a contract and tell our shareholders about it, we want to be able to have absolute confidence that’s what we’re going to deliver.

So as a result, that extends that timeline just a little bit.

Chris Hickman (Chief Financial Officer)

Yeah, and I would say that, John, this is Chris, I think that kind of creep into 28 is tied with the turnkey development. There is still visibility to getting a powered shell done by the end of the year. So being that both options are still on the table with where we are with conversations with our customers, we’re not abandoning the 27. And our focus is on trying to make sure that we mitigate gap between when the power shows up and when that contract is commercialized and revenue generating.

And because we still believe we can get a powered shell structure there. That’s where that late 27 comment on that slide comes from.

Sean

Okay, and then just given all the volatility in the capital markets, particularly the project financing market, is that shifting how you may have thought about how you want this lease to be structured or are you thinking anything different today than you might have a quarter ago of what you need to do to make sure you could finance a build and kind of protect yourselves?

Chris Hickman (Chief Financial Officer)

Well, we have a tremendous starting point with our balance sheet. We’re really excited about that. I wouldn’t say that it changes necessarily how we view it because we have plenty of capacity with a debt free balance sheet and over $600 million of liquidity as our starting point and a financeable existing lease with the N scale lease on the 234 megawatts given the Nvidia guarantee and the Microsoft offtake. So we’re starting from a great spot. The cost of capital has certainly changed, but we look at this with a long term, with a view on long term cost of capital under long term ownership as well.

And we believe that with the right counterparty as well, cost of capital is certainly much more stable and durable than some of the riskier customers that are in the market right now.

Sean

All right, thanks for the call. I appreciate it.

Chris Hickman (Chief Financial Officer)

Yeah, thanks, Sean.

OPERATOR

Thank you. Our last question comes from Joseph Vafi with Canaccord Genuity. Your line is open.

Joseph Vafi (Analyst)

Hey guys, good afternoon. Thanks for taking my question. Just one, can you get an update? One thing around Ward County and around your Midland sites I’m not really up to speed on is some of your community involvement, community relations there. Be helpful just to understand how you’re interacting with the community and how they’re interacting with your sites there. Thank you very much.

Andy Stewart (Chief Executive Officer)

Yeah, no, Joe, thanks for the question. We have engaged in significant community outreach and anticipate doing more. We’ve met with local county officials, the local county judge, state representatives that are still in office in the next term. And our message has always been that we are the operators that do things the right way, that we want to make sure that we have a community with us, that they have a seat at the table and we can really make sure we hear their voice.

We will frankly be doubling down on that community outreach going forward as well. We think it can be not only a differentiator for how we’re viewed, but importantly increase our ability to get these deals executed done well. So we’re spending more and more time on that right now, investing in it. We brought in a number of different advisors that are certainly helping on that front as well. And that’ll be kind of a core part of our mission going forward.

Chris Hickman (Chief Financial Officer)

And Joe, the other thing I’d add is that the message that we’re delivering to the local officials is that we’re building long term infrastructure that’s going to be a part of the community for a long time. You know, we’ve met with school superintendents and other school officials as well to help them understand what’s coming into the community. And you know, they simply just didn’t even know what was in a data center. And so spending time with, you know, throughout the entire community to educate and share what is coming and to find ways to engage with them over a very long period of time to bring new skills to those schools out in West Texas is resonating well. And it’s something the industry needs to continue to take ownership of and educate the communities in which we operate. And we’ve done that and I think and will continue to do so.

Joseph Vafi (Analyst)

Great. Thanks, Andy. Thanks, Chris. Much appreciated.

Andy Stewart (Chief Executive Officer)

Yeah, thanks, Joe.

OPERATOR

Thank you. This concludes the question and answer session. I’d like to turn the call back over to Andy Stewart for any closing remarks.

Andy Stewart (Chief Executive Officer)

No, thank you, Michelle. Thank you everyone for joining us today. We appreciate your questions and your ongoing involvement and interest in Ionic Digital, and we’re excited for the months ahead and to execute on our strategy and drive long term shareholder value. So thank you very much for joining.

OPERATOR

Thank you for your participation. You may now disconnect. Good day.

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