Big Digital Energy Q3 2026 Earnings Call Transcript

Big Digital Energy (NASDAQ:BGDE) reported third-quarter financial results on Thursday. The transcript from the company’s third-quarter earnings call has been provided below.

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Summary

Big Digital Energy reported third-quarter 2026 revenue of $8.7 million, a 41% increase from the previous quarter.

The company is advancing its Hood County site through a framework agreement with Tensor IQ, targeting a commercial AI infrastructure project with up to 17 megawatts of capacity.

CEO Phil Stanley emphasized the importance of power availability, citing a current portfolio of 169 megawatts and access to nearly 600 additional megawatts through affiliation with 630AI.

The company is actively evaluating financing alternatives to support its capital-intensive AI infrastructure strategy, including project-level debt and strategic partnerships.

Operational improvements significantly reduced the company’s cash burn rate, and the company remains in compliance with NASDAQ’s stockholders’ equity requirements.

Management highlighted ongoing efforts to resolve legacy legal obligations and maintain governance standards, especially in transactions involving affiliated parties.

Big Digital Energy is focused on converting powered sites into high-value AI and HPC infrastructure, with current projects geared toward supporting AI training and inference workloads.

Full Transcript

OPERATOR

Ladies and gentlemen, thank you for standing by. At this time, I would like to welcome everyone to the Big Digital Energy third quarter 2026 earnings call. I’d like to remind everyone that this call is being recorded and that all lines have been placed on mute to prevent any background noise. After the speakers’ remarks, there will be a question-and-answer session. If you would like to ask a question during this time, simply press star followed by the number one on your telephone keypad to raise your hand and enter the queue.

If you would like to withdraw your question, press star one again. Thank you. I would now like to turn the call over to Samir Jain. Please go ahead.

Samir Jain (Investor Relations)

Thank you, operator. Good afternoon, and thank you for joining us for Big Digital Energy’s third quarter 2026 earnings call. Joining me on the call today are Chief Executive Officer Phil Stanley, Chief Operating Officer Cody Smith, and Executive Chairman Josh Kilgore. Before we begin, please note that the information reported on this call speaks only as of today, November 5, 2026, and therefore any time-sensitive information may no longer be accurate as of the time of any future replay listening or transcript reading. A replay of today’s call will be available via webcast on the company’s website, www.bigdigital.energy, and more. Information on how to access this replay feature will be included in the company’s earnings release.

Comments on this call may contain forward-looking statements within the meaning of the U.S. federal securities laws. These statements are based on our current expectations and beliefs and are subject to risks and uncertainties that could cause actual results, products, activities, or time frames to differ materially. In some cases you may identify forward-looking statements by terms such as believe, expect, potential, should, plan or similar terminology, but any statement that is not a statement of historical fact may be a forward-looking statement.

These statements reflect the current views of Big Digital Energy’s management and are not guarantees of future performance. Actual results may differ materially from those expressed or implied by any forward-looking statements due to a number of factors, including those described in the company’s filings with the SEC. The company undertakes no obligation to update or revise any forward-looking statements except as required by law. We will discuss certain non-GAAP financial measures during this call. These measures should not be considered a substitute for GAAP results. A reconciliation to comparable GAAP measures is included in our earnings release and SEC filings. With that, I’ll pass the call to Big Digital Energy’s CEO, Phil Stanley.

Phil Stanley (Chief Executive Officer)

Thanks, Samir, and thanks to everyone joining us today. Last quarter we laid out a roadmap for Big Digital; this quarter is about action. Our strategy is straightforward: secure powered sites, develop them, bring in the right customers and partners, and finance that growth in a way that creates long-term value for shareholders. During the third quarter, we moved forward down that path. We advanced our Hood County site, established a framework with Tensor IQ, continued to work with financing partners, progressed engineering and development, and continued evaluating additional powered assets that could become part of the Big Digital platform.

We still have a great deal of work ahead of us, but I believe the opportunity in front of the Big Digital team is becoming clearer. The key to all of this is power. AI infrastructure demand remains strong. At the same time, getting large amounts of new power onto the grid is becoming more difficult. Interconnection, permitting, grid reliability, and development readiness all matter. Investors are also beginning to become more sophisticated about the difference between announced megawatts and executable megawatts.

That distinction is important to us. Land alone is not enough. A power request is not enough. Our goal is to move assets through a clear progression of controlled land, power, customers, financing, and ultimately revenue. Available power is becoming the scarcest input in this market, and we believe its value appreciates with time. Hyperscalers building traditional data centers can’t wait three to five years for power. So a site that is energized today is worth more than one that gets energized later. The grid has tightened. PJM came up substantially short of its reliability requirements in its most recent auction, and ERCOT continues to see large-load interconnection applications every year.

That new power is delayed makes a megawatt we can deliver today worth more. We have 169 of those valuable megawatts in the Big Digital portfolio today. Behind that, our affiliation with 630AI gives us access to nearly 600 more. It’s a substantial pipeline that can be the backbone of years of development. Texas is a good example. It remains one of the most attractive markets in the country for AI infrastructure, but the process for bringing large loads onto the ERCOT system is becoming more challenging. We believe that makes existing energized capacity, credible development pathways, and flexible power solutions more valuable.

Which takes us to Hood County. The site currently has approximately 17 megawatts of energized capacity, and we have a pathway towards 111 megawatts there. Our focus this quarter has been on moving Hood County from a powered site towards a commercial AI infrastructure project. To this end, we signed a letter of intent with Texas Loadhouse, our joint venture with PinNet Zero and Tensor IQ. The framework contemplates up to 17 megawatts of gross capacity and initial deployment of nearly 8,000 NVIDIA B300 GPUs.

Our current phase one design is 6,336 GPUs. Current planning assumptions target availability in the third quarter of 2027. We are executing on this plan we laid out for Hood County last quarter. We set out to secure powered sites, advance development, build strategic partnerships, and finance growth responsibly. This quarter the joint venture acquired 30 acres of that site. We signed a letter of intent with Tensor IQ and our engineering and development work is advancing. Based on the indicative terms in the LOI and assuming full utilization, the arrangement could generate in excess of $550 million in aggregate powered-lease-related revenue to Texas Loadhouse over the initial 15-year term.

If both 5-year extensions were exercised on the same indicative economics, the figure could reach approximately $1.1 billion over 25 years. The LOI is non-binding and there is important work ahead before we reach definitive agreements. The project requirements are complete and signed off, and the phase one design basis is complete and quoted. We are now moving into basis of design and schematic design, and we are finalizing our general contractor, mechanical, electrical and plumbing, and civil engineering partners. We are in active discussions with offtake for this site and expect to execute a lease before the end of the fourth quarter.

While the Loadhouse site moves forward, we are also actively evaluating opportunities to bring additional powered assets onto the Big Digital platform. We are building a portfolio of high-return assets, and we are leveraging the broad and substantial portfolio of powered assets available through our affiliation with 630AI. The 630AI development pipeline, which sits at just under 600 megawatts, gives us unique access to opportunities that are difficult to source in the public market.

Not every discussion will become a transaction. Not every site will meet our standards. But we believe the pipeline is significant, and we are focused on the opportunities where power, economics, and execution can come together. Our strategy has not changed since the last call. What has changed is how far we have moved along it. Josh will now talk about the industry opportunity, our capital strategy, and the governance framework that supports this growth.

Joshua Kilgore (Chair)

Thanks, Phil. The operating opportunity Phil described is substantial, but converting that opportunity into shareholder value requires discipline. That applies to the assets we pursue, the capital we deploy, the counterparties we select, and the governance process around every material decision. Let me start with the broader industry environment. AI infrastructure demand continues to place extraordinary pressure on the availability of power, but the market is increasingly distinguishing between available capacity and capacity that can actually be developed. Interconnection queues are longer.

Utilities and regulators are applying greater scrutiny to large-load projects. Permitting, transmission, generation, and community considerations all influence the timing and economics of development. We believe those barriers increase the value of assets that combine controlled land, energized power, and the readiness to develop. That is a segment of the market where we are competing. As Phil mentioned, our objective is to build a portfolio of powered land assets. We continue to evaluate additional sites, including opportunities involving privately controlled assets that could potentially be brought into the public company. We will evaluate any transaction that makes strategic and economic sense for Big Digital Energy shareholders. If an opportunity with an affiliated party is presented, we will be transparent and follow every necessary governance protocol.

We intend to maintain the same emphasis on transparency and shareholder alignment that we discussed last quarter. Capital is also critical for our strategy. AI infrastructure is capital intensive. If we are successful in expanding this platform, we will need substantial capital. The question is not simply whether we can raise capital. The question is whether we can structure that capital in a way that allows the value created at the project level to accrue to Big Digital Energy shareholders. As such, we are actively evaluating a range of financing alternatives, including project-level debt, strategic and joint venture capital, customer-backed structures, and institutional capital.

Our objective is to match capital to identifiable assets and identifiable returns. Corporate common equity is one financing tool, but it is far from the only option available to us. As a reminder, management remains the largest shareholder of Big Digital Energy. Our interests are aligned with every Big Digital Energy shareholder. Rest assured, the creation of long-term shareholder value is our top priority. Turning to the balance sheet, we ended the third quarter with cash of approximately 3.1 million compared with 16.3 million at June 30th. The decline in cash was driven primarily by our acquisition of the Hood County site through Texas Loadhouse, which cost approximately $10 million. The company also provided a $4.9 million loan to our JV partner to fund part of its capital contribution. The loan was repaid in full and on time in October 2026. In addition, the company has accumulated more Bitcoin through reducing sales of mined Bitcoin.

As of the end of the quarter, the company held 20.8 Bitcoin worth 1.7 million, compared with 10.2 Bitcoin at December 31, 2025. Stockholders’ equity was approximately 8.5 million at September 30 compared with 12.4 million at June 30. During the quarter, we made significant progress in realigning our business operations with our strategic vision. Additionally, while legal expenses remained elevated for the quarter as a whole, run-rate for legal expenses declined through the quarter. With the exception of a one-time, nonrecurring charge, we expect improving run-rate to become more apparent in subsequent quarters. Overall, operational improvements have dramatically improved the company’s cash burn.

During the first six months of the year, we averaged a burn rate of 3.4 million per month on operating activities. During the third quarter, the burn rate dropped to 850,000 per month, with the rate of improvement accelerating by 50% from the beginning to the close of the quarter. As investors know, NASDAQ requires us to maintain at least $5 million of stockholders’ equity for the applicable monitoring period. Our September 30th stockholders’ equity of approximately 8.5 million represents the next quarterly measurement under that requirement. Maintaining compliance remains an important priority. We also continued working through legacy balance sheet obligations and simplifying the company’s capital structure. Resolving outstanding litigation remains a top priority.

Some of the matters are largely in the hands of courts, especially in cases that we believe we have a strong argument. However, if there is a path for amicable resolutions and walk-aways in some of these matters, we will definitely pursue them. We appreciate the importance of every legacy obligation and recognize that expedient resolution allows management to spend more time and capital on the assets that can drive future value. With that, I’ll turn it over to Cody to discuss the quarter’s operating performance and the work underway across our infrastructure. Cody.

Cody Smith (Co-Founder)

Thanks, Josh. Our operating priorities remain consistent with what we’ve discussed last quarter: keep our existing infrastructure productive, improve the efficiency of the platform, and prepare our assets for higher-value AI and HPC opportunities. I’ll start with the third quarter operating results. During the quarter, Big Digital Energy generated total revenue of approximately 8.7 million compared with 6.2 million in the second quarter, an increase of 41%. We have approximately 169 megawatts of current capacity across our operating portfolio, with additional capacity in development. Our Pennsylvania infrastructure continues to provide an operating base while we advance the broader AI strategy.

The 630AI arrangement allows us to monetize capacity that otherwise would have remained underutilized. The agreement generated approximately 1.5 million of revenue since the JMA came online. We continue to view Bitcoin mining as a bridge into the broader AI strategy. It provides a way to monetize power today while preserving the ability to deploy that power toward higher-value uses as those opportunities become available. At the same time, we remain focused on operating efficiency. Since taking control of the company, we have reviewed vendor relationships, service agreements, staffing levels, and operating processes across the organization. This has resulted in several changes that will make Big Digital Energy a leaner, more efficient company. Our goal is to be break-even on a cash basis by year end. This work matters because efficiency creates flexibility. Every dollar we remove from an unnecessary cost is a dollar that can support operations, development, or growth.

The other major focus is preparing Hood County for AI and HPC. The Tensor IQ framework gives us tangible technical requirements around which development work can advance. Our teams and partners are working across engineering, site design, power configuration, cooling, construction planning, interconnection, and behind-the-meter generation analysis. The contemplated initial deployment is designed for high-density GPU infrastructure and is expected to support both AI training and inference workloads.

The current framework contemplates direct liquid cooling in the first phase and immersion cooling in the second phase. This is an important distinction in how we think about the business. Our objective is not to simply accumulate megawatts; it is to convert those megawatts into infrastructure that can support compute, attract customers, and generate durable economic returns. That requires operational work long before a facility is ready for deployment. It requires engineering, procurement, planning, construction, sequencing, power design, and coordination with customers and financing partners.

Those efforts are underway. Our existing operations give us a productive base and flexibility. The development work underway is intended to move the portfolio toward higher-value AI and HPC applications over time. With that, I’ll turn it back to Phil.

Phil Stanley (Chief Executive Officer)

Thanks, Cody. Let me close with where we are and what comes next. Last quarter we told investors where we were headed. This quarter we began delivering on that path. Hood County is moving from a powered asset toward a commercial development project. Tensor IQ gives us a framework to realize the monetization of electrons. Our teams are advancing engineering and development, we are working with financing partners, and we are engaging with customers and strategic partners.

We continue to evaluate additional powered assets to expand the Big Digital Energy portfolio. We believe the industry backdrop makes this work increasingly important. Power is scarce, development is difficult, and the market is beginning to separate announced megawatts from revenue-generating megawatts. That is where we are competing. As we look toward year end and into 2027, there are four areas I want investors to watch. First, deals: we are moving existing frameworks towards definitive agreements. Second, customers and partners: we are converting active discussions into commercial relationships.

Third, capital: we are securing the financing needed to develop these projects while staying disciplined about per-share value. And fourth, sites: we are bringing additional powered infrastructure under Big Digital Energy’s control. This includes finding ways to bring in some or all of the close to 600 megawatts at 630AI. None of these steps happen overnight, but each one moves an asset closer to revenue. We are stacking tangible milestones—more powered assets, more development progress, more partnerships, more financing, and more contracted revenue. We believe Big Digital Energy has an opportunity to build something significant. We have the team, we have a growing base of powered infrastructure, and we have a clear roadmap for turning the infrastructure into a broader AI and HPC platform.

We are focused on execution and we are excited about what lies ahead. With that, let’s move to questions.

Samir Jain (Investor Relations)

Thanks, Phil. Since our last earnings call, we’ve continued to hear from shareholders, analysts, and other interested parties through email, social media, and direct conversations. We appreciate that engagement. There are several topics that have come up consistently, including the company’s capital structure and potential dilution, liquidity and legacy obligations, the Hood County joint venture, Tensor IQ, project financing capacity, and the economics of our existing operations.

Before opening the call to live questions, let’s address those topics first. All right, I will send the first question to you, Phil. Can you update investors on the Tensor IQ relationship, where a definitive agreement stands today, and what needs to happen before Hood County can begin commercial deployment?

Phil Stanley (Chief Executive Officer)

Thanks, Samir. The letter of intent with Tensor IQ sets the framework for negotiating definitive agreements, but it is not a signed customer contract. The Owner’s Project Requirements for Hood County are complete and signed off, and the phase one design basis is complete and quoted. We are now moving into full design with electrical and mechanical underway and vendor quotes in process. The work still ahead covers commercial terms, customer diligence and credit support, completion of engineering, financing, our required approvals, and definitive documentation.

As far as offtake, we are in active discussions with prospective partners, and we expect to execute a lease by the end of the fourth quarter. Availability in the second quarter of 2027 is a planning assumption that we treat as a target but not a commitment.

Samir Jain (Investor Relations)

Great. I’ll direct this next question to Cody. Beyond Hood County, how are you prioritizing Midland, Belafonte, and Corning? What capacity is energized today, and which locations are best positioned for AI and HPC development?

Phil Stanley (Chief Executive Officer)

Thanks, Samir. Our energized capacity today is approximately 169 megawatts across our operating portfolio. Midland, Pennsylvania is our largest site at 120 megawatts and sits in the PJM market. Belafont, Pennsylvania has 8 megawatts of self-mining capacity that complements Midland and it can be expanded to megawatts. Porting, Ohio is 24 megawatts. We prioritize sites by time to power because power available now is the scarcest input in this market.

Each site has its own interconnection, fiber, cooling, retrofit requirements and we’re working through those site by site. In addition to our operating portfolio, 630AI has close to 600 megawatts.

Samir Jain (Investor Relations)

Okay, the next question is for Josh. What’s the actual development plan at Hood County? How much of the existing infrastructure can be used, what must be built and how do you expect to finance the project?

Joshua Kilgore (Chair)

Thank you, Samir. Hood County’s development is moving in stages. The site has approximately 17 megawatts energized operational capacity today. The next step is expanding utility service to approximately 111 megawatts, subject to ERCOT validation. The electrical source strategy, including whether to use behind-the-meter generation at the site’s existing natural gas infrastructure, is still under evaluation. The Sensor IQ framework sets the technical requirements.

The planned deployment is high-density GPU infrastructure with warm-water direct liquid cooling in phase one, using a chiller-free dry cooler concept, and immersion cooling for phase two. Subject to final design and definitive agreements on financing, our strategy is to use project-level financing, strategic partnerships and customer-backed structures where appropriate.

Samir Jain (Investor Relations)

Great. Thanks, Josh. Back to Cody for this next question. Can you clarify the economics of the 10 Net Zero joint venture, including each partner’s responsibilities, future capital commitments and whether ownership could change as Hood County develops?

Cody Smith (Co-Founder)

Today, Hood County is held through Texas Loadhouse LLC, a 50-50 joint venture with 10 Net Zero formed in July. To help 10 Net fund its capital contributions for the acquisition, the company provided a $4.9 million loan. That loan was repaid in full and on time in October with interest and 10 Net Zero did not lose any ownership. Governance is set by the joint venture’s operating agreement. While the loan was outstanding, Big Digital Energy was the sole manager of Texas Loadhouse under that agreement.

Once the loan was repaid in full, 10 Net Zero and Big Digital Energy serve as managers of the joint venture.

Samir Jain (Investor Relations)

Great. Thanks, Cody. I’ll go back to Phil for the next question. You’ve discussed bringing privately controlled power assets into Big Digital Energy. Which types of opportunities are you prioritizing and how will you ensure affiliated party transactions are fair to public shareholders?

Phil Stanley (Chief Executive Officer)

Thanks, Samir. We separate assets into three categories: Big Digital Energy-owned assets, joint venture interests such as Hood County, and privately controlled opportunities including assets owned by 630AI. Our investor presentation shows a 630AI development pipeline of 584 megawatts. We prioritize sites that combine power, economics and a credible path to AI or HPC use. An affiliated acquisition would go through third-party valuation, a review by independent directors and a recusal of any principals with interest in the targeted assets.

The same standard applied to the 630AI transaction, which our independent audit committee reviewed. These opportunities give us access to powered infrastructure that is hard to source in the public market. But no opportunity is worth compromising governance.

Samir Jain (Investor Relations)

Great. I will direct this next one to Josh. The amended proxy contemplates authorization of up to 600 million shares. Why is that level of flexibility needed? And how will management balance potential acquisitions and financing with dilution to existing shareholders?

Joshua Kilgore (Chair)

Thanks, Samir. First, I’ll remind our shareholders and investors that management is looking long term. We’re looking 20 years down the road in our decision-making process. As of September 30, 2026, we had a little under 6.5 million common shares outstanding and 90 million shares authorized. The Series D financing requires us to reserve enough authorized shares for conversions and warrant exercises and to seek stockholder approval to increase authorized shares no later than November 14, 2026.

Remember, authorization is not issuance. We will reconcile the share count in our filings, including ATM activity, Series D financing and securities issued under commercial agreements. Our objective is to finance growth intelligently and protect long-term per-share value. Phil, Cody and I own approximately 31% of the company, so we experience dilution alongside every shareholder. Growing into a larger platform will require room in the capital structure for others to participate.

Having that flexibility means we can act when the right opportunity arises, rather than returning to shareholders at the wrong time.

Samir Jain (Investor Relations)

Great. Thanks, Josh. Cody, this one’s for you. What progress has the company made on liquidity and inherited obligations, including Celsius, W Capital and Marshall? How should investors think about the going concern disclosure and NASDAQ equity requirements?

Cody Smith (Co-Founder)

I’ll start with the liquidity question and then I’ll get to obligations. At September 30, 2026, cash was approximately 3.1 million and stockholders’ equity was approximately 8.5 million. Nasdaq requires at least 5 million of stockholders’ equity each quarter for 12 months, beginning with the quarter ended June 30, 2026. Our June 30 equity satisfied the first test and our September 30 equity of approximately 8.5 million is the next test. Legacy matters, including the Marshall loan, the W Capital loan and Celsius matters, remain in litigation as described in our 10-Q. We will not characterize their outcome until they are resolved. The management team remains committed to strengthening the balance sheet while we execute on the operational transformation of the company.

Samir Jain (Investor Relations)

Great. And let’s finish with this last question and I’ll direct this towards Phil. How does the 630 arrangement contribute to Q3 revenue and cash flow? And how do you decide whether powered sites should be used for bitcoin mining or developed for AI and HPC?

Phil Stanley (Chief Executive Officer)

Thanks, Samir. The joint mining agreement with 630AI generated approximately 1.54 million of mining revenues and a 1 million gross profit since miners started arriving in June 2026. Because the arrangement has contractual flexibility, we can maximize cash flows until our AI facilities are ready and then quickly pivot away from mining. As a reminder, in our deal with 630AI, Big Digital Energy deployed no capital, took on no debt, and receives 100% of the cash generated under the arrangement. 630AI is paid only in common stock and warrants under the JMA and is aligned with all shareholders in that the benefit to 630AI of the JMA is directly driven by appreciation in the share price.

Samir Jain (Investor Relations)

Great. Thanks, Phil. Also thanks, Josh and Cody. Now let’s open up the call to live questions. Operator, could you please open up the lines?

OPERATOR

Thank you. We will now begin the question-and-answer session. If you have dialed in and would like to ask a question, please press star one on your telephone keypad to raise your hand and join the queue. If you would like to withdraw your question, simply press star one again. If you are called upon to ask your question and are listening by a loudspeaker on your device, please pick up your handset and ensure that your phone is not on mute when asking your question.

And your first question comes from the line of Kevin Dede with JonesTrading. Your line is now open.

Kevin Dede (Analyst at JonesTrading)

Thank you. Hey, Josh, Phil, it’s Kevin Dede at JonesTrading. I know I’ve spoken to Josh, but I don’t think I’ve spoken with you, Phil. I’ve got a handful of questions, so let me fire off Granbury. Hood County, one of your competitors has a data center there and they get extremely negative pushback from residents. And I’m wondering how you may have addressed community relations in Hood County.

Joshua Kilgore (Chair)

Yeah, we’re engaged with local stakeholders. The site itself is located in a prior zoned industrial park. Our neighbors in the vicinity are quite a far distance away. The site itself, prior to us taking over ownership, had an air permit that was under the exemption. We believe in the future, if there is a possibility to bring behind the meter, we can work with our stakeholders and third parties to try to bring a resolution to the air permit that’s to our benefit.

Additionally, the site itself is set up for 17 megawatts to bring processing online pretty quickly. That exemption that we have in place should allow us to scale fairly quickly on that location. But we probably can’t disclose too much more than that with ongoing engagement with community. But I’m happy to answer more questions.

Kevin Dede (Analyst at JonesTrading)

Great, thanks. I’ve got them. 111 megawatt target there would require ERCOT review. I think anything over 75 megawatts sort of creates a flag. And given the change in the political climate, Texas being a different color, what’s your take on moving through the regulatory bodies there?

Joshua Kilgore (Chair)

I think it’s still very fluid here in Texas. I think we’re all, you know, living under a different regime change. We’ll have to see how things shake out. We believe that, you know, from a Big Digital Energy perspective on the PubCo level, we do have multiple other sites in other states. We’re trying to stay nimble and we’re going to do whatever we can to stay on the good side of the political climate.

Kevin Dede (Analyst at JonesTrading)

Have you started to deal with ERCOT on getting approval to go to 111? Sort of, where are you in that process?

Joshua Kilgore (Chair)

Yeah, so for the process we have 17 megawatts that’s available currently. We have a load study that’s been submitted and approved to bring us up to 74 to stay under the large load limit. The additional megawatts would be coming via behind-the-meter generation through the natural gas pipeline that lies on the property itself.

Kevin Dede (Analyst at JonesTrading)

Have you evaluated tech for that? Is that turbine, recip, wind?

Joshua Kilgore (Chair)

That would be a recip and we are looking at deploying multiple under the prior air permit exemption.

Kevin Dede (Analyst at JonesTrading)

Okay. The JV structure now is between 10 Net Zero and Big Digital. Does that mean everything is split 50-50, top to bottom, in deployment and earnings?

Cody Smith (Co-Founder)

Yes sir, that is the way it’s split up.

Kevin Dede (Analyst at JonesTrading)

Okay, 25,000 miners, 75 megawatts at Midland One. What is the hash rate there and how did that relate to the energy revenue that you recognized in September, which seemed to spike up beyond historical norms?

Joshua Kilgore (Chair)

Yeah, I may pivot to Cody just on this particular question.

Cody Smith (Co-Founder)

Yeah, Cody Smith here. So we’re a little over one exahash of self-mining or JMA-related hash rate there. You know, with the type of machine that we’re mining, you know that comes with some opportunities for curtailment and to support the local grid. So, you know, we continue to bring on more load there and more megawatts on a daily basis.

Kevin Dede (Analyst at JonesTrading)

So was it that curtailment that supported the spike in energy-related revenue in September?

Cody Smith (Co-Founder)

Yeah, that’s kind of the opportunity there in the PJM market, to be able to play the markets, support the grid, have some downtime when appropriate, but also bring in revenue to kind of get back into the market.

Kevin Dede (Analyst at JonesTrading)

Well, I don’t want to hog the call, so let me hop back in queue. Thank you.

OPERATOR

Your next question comes from the line of Brian Barashan with Roth Capital. Your line is now open.

Brian Barashan (Analyst at Roth Capital)

Hey, guys, thanks for taking my questions. Two for me, a lot more broader, thematic, and I’ll dovetail on what Kevin just asked. But, you know, the Democratic win in Texas, it does seem, you know, I’m hearing mixed things where some people don’t really understand, don’t have certainty on the TCEQ permitting. What’s going to happen? Is it going to be lifted, the permit pause? Is it going to be lifted upon the delivery of the audit come December 10th or, I guess, December 17th?

What have you guys been hearing internally and what can give us confidence with what’s going on in Texas?

Phil Stanley (Chief Executive Officer)

Right now? Sort of like, what’s your take on the political situation with respect to, I guess, the permit pause ahead of Hinojosa taking office? Yeah. The TCEQ board itself is constituted usually through the governor will appoint. There are a number of those positions. Those positions, I believe, last for around six years. I believe one of those commissioners is about to roll off, I think as early as December, and then Hinojosa will have an opportunity to appoint someone of our own choosing.

I believe that, you know, it’s really kind of a. We don’t have a full understanding of what that would look like. But the remaining TCEQ board members that are currently on the board were appointed by Abbott at a more favorable time frame. Josh, do you want to take this one?

Joshua Kilgore (Chair)

Yeah, I can touch on that one, Phil. You know, I would say it’s pretty obvious in the market right now the opportunity to finance has been quite dampened over the last 90 days or so, but we’re still seeing deals get done every week. The lenders that we’re working with are pretty consistent in if you can bring us a project that has a signed lease that you can monetize, we can get you there. So I would say for our team, for what Big Digital Energy is working on, we’re thoughtfully concerned about the broader financing market.

But when you take it down to a project-to-project level basis, a strong project that still has merit can still get financed. And we’re working with banks on the street and we’re also working with banks in our local communities. So there’s not just one place to shop these deals. And one other item, I know most of the deals that you put out there, they’re multi-billion dollar 300 megawatts to a gigawatt size projects. We have a lot of projects that are well under that cap and they’re much more digestible. And from a return perspective, you know, we’re not looking at like 13% yield on cost type deals. A lot of the models that we’re working on today have yields that are 25, 30, 40% yield on cost. That has to do with the type of location, the type of clients that we’re looking at, down to the type of build that we’re looking at.

We’re not just looking at the tier three that everybody else has been building. We’re really focused on modular solutions that fit perfectly in a number of our sites and our customers are very excited to utilize.

OPERATOR

Again. If you would like to ask a question, please press star one in your telephone keypad and your next question comes from the line of Kevin Dede with JonesTrading. Your line is now open.

Kevin Dede (Analyst at JonesTrading)

Sorry guys. I lived up to my threat and I came back. You just mentioned modular builds. Very interesting in light of Riot’s Anthropic collaboration at Corsicana. And I’m wondering, you know, I think you stipulated somewhere between 6.3 thousand and 7.7 thousand GPUs. I wonder if that’s a modular build that you’re looking at for Hood County.

Phil Stanley (Chief Executive Officer)

So, Kevin, the first build-out at Hood County is actually retooling an existing building. We have a very large industrial building. We actually have two of them plus an administrative office on that site. So those GPUs are being designed for that first building. It has about a 25,000 square footprint, you know, 40 foot clearance. I think the concrete slab is, you know, four plus feet thick there. So we’re going to white box that. For the additional developments on that property, we will look at both modular PowerShell and/or tier three.

Kevin Dede (Analyst at JonesTrading)

Okay. And what I think I’m so unsure on your GPU count. I, you know, somehow I just messed up the numbers because I thought I may have heard 6,300 and I think it’s 7.7 plus. And in the press release,

Phil Stanley (Chief Executive Officer)

Yeah, there’s been a couple of different numbers out there. I think there’s kind of like a phase one and then like a second phase two gap. So there’s somewhere between 6,300 to 6,400 in the initial and then there’s like an additional set that takes it up by, let’s say, approximately another thousand or so GPUs. And that’s all in that initial build-out.

Kevin Dede (Analyst at JonesTrading)

And you guys have orders in and assurances that you’ll get them.

Phil Stanley (Chief Executive Officer)

Our partner on the project, the LOI that we signed with Tensor IQ, they have a direct working relationship with Dell and they have been lining up these GPUs and the racks since middle summer. So I would say we’re well ahead of schedule on those allocations.

Kevin Dede (Analyst at JonesTrading)

And could you just walk me through the business model you expect Tensor IQ to implement? Because I got the sense that you were looking for a longer term five… Oh, I’m sorry, the deal’s what, 25 years fully executed with two extensions. And I guess I just want to understand if that’s just the 17 megawatts or that step up to 74, what’s included in that from a power perspective in that LOI?

Phil Stanley (Chief Executive Officer)

Yeah, that’s a great question. The initial LOI that we signed is for just the first 17 megawatts. It’s a 15-year contract and it has two five-year extensions. That’s how you get to the 25. Tensor would like to develop with us all of the megawatts that we bring onto that site. Our position is we’re going to focus on this first 17, you know, see how the economics and timelines all work out. And then as additional megawatts get brought on, if the working economic relationship is strong, we’ll continue down that path. If there’s another reason to bring in another operator for a phase two or phase three deal, then we’ll assess that at the time. But right now, Tensor has been wonderful to work with. They really have a great team.

Kevin Dede (Analyst at JonesTrading)

Okay, two more questions then. I’ll let you go. First one is the just sort of the constraints and opportunity that you have to absorb 630 AI assets. I would just like to understand what has to happen in order for you be able to execute that strategy on a tactical basis.

Joshua Kilgore (Chair)

Phil or Cody, I don’t want to hog the mic here. Would you guys like to comment on that?

Phil Stanley (Chief Executive Officer)

No, go ahead. I think really the answer to that question is all this is contingent upon fairness opinions. We have our independent board that outnumbers Cody, Josh and ourselves. We do have a large number and amount of private assets and megawatts that we do think could be valuable in the future. Some of those megawatts are more approachable early in this process than others. I would also characterize, you know, the board has, you know, engaged outside legal counsel and anything that we want to do as far as bringing in privately held assets has to go through a process.

And then from a legal standpoint, and then additionally to that, a special transaction committee that would be set up to underwrite the economics of that deal. I’m not entirely sure if that answered all of your question, but if there’s point A or point B to that you’d like me to go deeper on, I’m happy to do that.

Kevin Dede (Analyst at JonesTrading)

It helps a lot because it’s kind of just a black box from where I was sitting. So I appreciate that. On the LOI that you have signed, I know you touched on some of the points that you need to cross in order to get it fully signed and executed with hope for delivery in the second quarter next year. I was wondering if there’s, as part of that agreement, some sort of separation clause and penalty and I guess when, to the best that you can estimate, that might actually be signed, sealed and delivered?

Phil Stanley (Chief Executive Officer)

Well, I’m not entirely sure from a legal perspective how deep we can get into the P’s and Q’s of any breakup clause that’s contemplated through the document itself. But on a more broad basis, we feel very strongly. We met the engineering team out there on the site in person, walked every inch of the site and brought in additional outside field engineers to work with that team and put together a really good working plan of how we were going to go about the development phase.

I can say the vibe was very strong. And the amount of total megawatts of that 17 that they’re working towards is high. And we think that we’ll have full deployment of that 17 megawatts. I’m hesitant to give you the exact percentage that they gave me on site, but I can say that it’s favorable.

Kevin Dede (Analyst at JonesTrading)

Okay. All right. Well, I look forward to hearing more good news. Thank you very much, gentlemen. I really appreciate you entertaining all of my questions this evening.

Phil Stanley (Chief Executive Officer)

Absolutely. Very good questions.

OPERATOR

Again, if you would like to ask a question, please press star one on your telephone keypad. Your next question comes from the line of Rick Lutz with LC Group. Your line is now open.

Rick Lutz (Analyst at LC Group)

Yes, I’d like to ask a question and comment since in the past 24 hours there’s been a lot of talk that any company with HPC compute capabilities with access to power have been considered to be undervalued because before it was roughly about $1 million a megawatt prior to AI pivot and capex. And it’s been going up based on the fact that the moratoriums that have been threatened after the midterms make the access to capital even more valuable. And I would like to ask you for a comment on that and also whether or not it has had an effect on the ability to do financing.

I know it’s short term, it’s only been 24 hours, but is it easier to find financing at better terms now that you can boast about 160 megawatts of available power? So I would like a comment, if I may.

Joshua Kilgore (Chair)

Rick, fair question there. I would say, you know, everything’s just happened here in the last handful of days, so very fluid environment we’re working in. And I don’t have relevant data that’s come across the desk in the last 24 to 48 hours on better terms than we’ve seen in weeks prior. But I think to your broader point, I think the fact that we do have a significant amount of live power that we can roll right into puts us in a very valuable situation.

I don’t, I don’t think the market has quite recognized that yet. That’s okay. But in terms of financing, if we’re not having to wait on an energization timeline, it certainly makes it a lot easier on the deals we’re working on right now.

OPERATOR

Thank you. Absolutely. It’s a great question. That concludes our question and answer session. I will now turn the call back over to Mr. Josh Kilgore for closing remarks.

Joshua Kilgore (Chair)

I just want to thank you all for joining our call today. It really has been a tremendous run since we took over control of the company April 6th this year. I think it was a great quarter. Very proud of the team for all the efforts in righting this ship and getting us pointed in the right direction and really looking forward to what the next few quarters are going to bring. So look forward to visiting with you all again. Have a great day.

OPERATOR

Ladies and gentlemen, that concludes today’s call. Thank you all for joining. You may now disconnect.

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