빅디지털에너지(BGDE) 2026년 3분기 실적 콘퍼런스콜: 매출 41% 증가, 후드 카운티 AI 계획 진척

핵심 요약

• 빅 디지털 에너지(BGDE)는 2026년 3분기 매출이 약 870만 달러로, 2026년 2분기의 620만 달러 대비 41% 증가했다고 발표했다.
• 현재 운영 용량은 총 약 169MW에 달했다. 경영진은 비트코인 채굴을 사업장이 더 높은 부가가치를 지닌 AI 및 고성능 컴퓨팅(HPC) 워크로드로 전환하는 동안 가용 전력을 수익화하는 가교 역할을 한다고 보고 있다.
• 후드 카운티 사업장은 현재 약 17MW에 전력이 공급되고 있으며, 111MW까지 확장할 수 있는 경로를 확보하고 있다. 1단계 설계는 현재 6,336개의 엔비디아 B200 GPU를 수용하도록 구성되어 있다.
• 텐서IQ(TensorIQ)와 체결한 구속력 없는 투자의향서(LOI)는 최대 17MW를 대상으로 한다. 경영진은 잠정 조건과 완전 가동을 전제로 할 때, 이번 계약이 초기 15년 계약 기간 동안 5억 5,000만 달러 이상의 수익을 창출할 수 있으며, 동일한 경제 조건으로 두 차례의 5년 연장 옵션이 모두 실행될 경우 약 11억 달러에 달할 수 있다고 밝혔다.
• 분기 말 기준 현금은 6월 30일의 1,630만 달러에서 약 310만 달러로 감소했는데, 이는 주로 약 1,000만 달러 규모의 후드 카운티 부지 인수와 합작법인(JV) 파트너에 대한 490만 달러 대출이 반영된 결과다. 해당 대출은 2026년 10월에 이자와 함께 상환되었다.
• 경영진은 보통주에만 의존하기보다 프로젝트 수준의 부채, 전략적 자본, 합작투자 및 고객 기반 금융을 우선적으로 활용하여 연말까지 현금 손익분기점을 달성하는 것을 목표로 하고 있다.

핵심 재무 데이터

사업 및 운영 실적

후드 카운티는 여전히 핵심적인 AI 인프라 개발 프로젝트다. 빅 디지털과 10넷제로(10NetZero)의 50 대 50 합작법인인 텍사스 로드하우스(Texas Loadhouse LLC)는 해당 부지에서 30에이커를 인수했다. 현재 약 17MW에 전력이 공급되고 있으며, 전력망 공급 용량을 74MW로 늘리기 위한 부하 연구가 승인되었다. 경영진은 추가적인 평가와 승인을 거쳐 계량기 후단(BTM) 천연가스 왕복동식 발전을 통해 목표치인 111MW를 향한 추가 용량을 확보할 수 있다고 밝혔다.

후드 카운티의 1차 배치는 약 25,000제곱피트 규모의 기존 산업용 건물을 개조하는 방식이 될 예정이다. 1단계는 6,336개의 GPU를 위해 설계되었으며, 광범위한 초기 프레임워크는 약 8,000개의 엔비디아 B200 GPU에 달한다. 제안된 냉각 구성은 최종 설계 및 본계약 체결을 조건으로 1단계 온수 직접 액체 냉각(DLC)과 2단계 액침 냉각을 포함한다.

기존 포트폴리오 전반에서 펜실베이니아주 미들랜드 사업장이 120MW로 가장 크다. 펜실베이니아주 벨폰트는 자체 채굴 용량 8MW를 보유하고 있으며 24MW까지 확장이 가능하고, 오하이오주 코닝은 24MW를 보유하고 있다. 미들랜드는 현재 자체 채굴 또는 공동 채굴 해시레이트로 1엑사해시(EH/s)를 약간 웃도는 수준을 지원하고 있다. 또한 경영진은 9월의 견조한 에너지 관련 매출을 PJM 시장에서의 감발(curtailment) 기회 덕분이라고 설명했다.

630AI와의 제휴를 통해 컨퍼런스 콜에서 약 600MW로 언급된 584MW 규모의 개발 파이프라인에 접근할 수 있다. 제휴 관련 인수 건은 제3자 가치 평가, 사외이사 검토 및 이해관계가 있는 주요 당사자의 기피 절차가 필요하다.

경영진 가이던스

경영진은 현재 텐서IQ와의 LOI가 구속력이 없지만 2026년 4분기 말까지 후드 카운티 임대차 계약을 체결할 것으로 예상하고 있다. 최종 체결은 상업적 조건, 고객 실사 및 신용 보강, 엔지니어링, 자금 조달, 규제 승인 및 본계약 문서 작성에 따라 달라질 수 있다.

컨퍼런스 콜에서는 후드 카운티의 가동 가능 시점에 대해 사전에 준비된 발표에서는 2027년 3분기, 질의응답(Q&A)에서는 2027년 2분기로 서로 다른 가정이 언급되었다. 경영진은 해당 시점이 확정된 약속이라기보다는 계획상의 목표라고 설명했다.

회사의 운영 목표는 연말까지 현금 손익분기점에 도달하는 것이다. 경영진은 또한 일회성 비용을 제외하고 법률 비용 지출 속도(run rate)의 감소 효과가 향후 분기에 더욱 뚜렷해질 것으로 예상하고 있다.

위험 요인 및 주목할 사항

• 분기 말 기준 현금은 약 310만 달러였던 반면, AI 인프라 개발에는 상당한 추가 자본이 필요할 것이다.
• 경영진은 지난 90일 동안 자금 조달 여건이 악화되었으나, 서명 완료된 수익화 가능한 임대차 계약이 뒷받침된 프로젝트는 여전히 자금 조달이 가능할 수 있다고 밝혔다.
• 텐서IQ 프레임워크는 서명된 고객 계약이 아니라 구속력이 없는 LOI다. 자금 조달, 엔지니어링, 인허가 승인 및 최종 계약 문서화 작업이 여전히 남아 있다.
• 후드 카운티의 확장은 ERCOT 검증, 전력 구성 결정, 그리고 텍사스주의 잠재적인 환경 및 인허가 관련 고려 사항에 좌우된다.
• Nasdaq은 해당 분기 모니터링 기간 동안 최소 500만 달러의 자기자본을 유지할 것을 요구하고 있다. 9월 30일 기준 자기자본은 약 850만 달러였다.
• 마셜(Marshall) 대출, W 캐피털(W Capital) 대출 및 셀시우스(Celsius)와 관련된 기존 분쟁 사안은 여전히 소송이 진행 중이다.
• 수정된 위임장 권유신고서는 최대 6억 주의 발행 승인을 검토하고 있다. 경영진은 승인이 곧 발행을 의미하는 것은 아니라고 강조했으나, 확대된 한도는 자금 조달, 인수 및 증권 의무 이행을 지원할 수 있어 잠재적인 지분 희석 위험을 초래할 수 있다.

애널리스트 Q&A 주요 내용

경영진은 텐서IQ 또는 다른 운영업체가 후속 단계에 참여할지 여부를 결정하기 전에 후드 카운티의 초기 17MW를 먼저 개발할 것이라고 밝혔다. 초기 프레임워크의 계약 기간은 15년이며, 5년씩 두 차례 연장할 수 있는 잠재적 옵션이 포함되어 있다.

프로젝트 파이낸싱과 관련해 경영진은 대주단이 서명된 임대차 계약을 기반으로 한 개발 사업에 여전히 우호적이라고 언급했다. 빅 디지털은 프로젝트 수준의 부채, 전략적 및 합작투자 자본, 고객 지원 구조, 기관 자본 등을 검토하고 있다. 경영진은 현재 여러 프로젝트 모델이 입지, 고객 및 건설 형태에 따라 25%에서 40% 수준의 원가수익률(yield on cost)을 목표로 하고 있다고 밝혔다.

지역 사회 및 규제 문제와 관련해 경영진은 후드 카운티 부지가 기존에 지정된 산업단지 내에 위치해 있으며 회사가 지역 이해관계자들과 소통하고 있다고 설명했다. 회사는 텍사스주의 규제 및 정치적 상황 변화에 따라 유연하게 대처할 계획이다.

경영진은 또한 후드 카운티 합작법인의 지분을 빅 디지털과 10넷제로가 여전히 절반씩 균등하게 보유하고 있음을 확인했다. 10넷제로의 인수 분담금을 지원하기 위해 빅 디지털이 제공했던 490만 달러의 대출은 지분 변동 없이 10월에 이자와 함께 전액 상환되었다.

실적 발표 컨퍼런스 콜 전문

전체 실적 발표 컨퍼런스 콜 녹취록

경영진 발표

Operator

Ladies and gentlemen, thank you for standing by. At this time, I would like to welcome everyone to the Big Digital Energy's third quarter 2026 earnings call. I'd like to remind everyone that this call is being recorded and that all lines have background noise. After the speaker's 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.

Unknown Speaker

November 5th, 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 these 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 timeframes to differ materially. In some cases, you may identify forward-looking statements by terms such as believe, expect potential, should, plan, or similar terminology. That 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, Bill Stanley. 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 to establish a framework with Tensor Site C. We continued work with financing partners. We progressed engineering and development. and we 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 clear.

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.

Hyper-scalers 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 is tight. 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 Bit Digital portfolio today. Behind that, our affiliation with 630AI gives us access to nearly 600 more. a substantial pipeline that can be the backbone of years of development. Texas is a good example. 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 10net0 and TensorIQ. The framework contemplates up to 17 megawatts of gross capacity and an initial deployment of nearly 8,000 NVIDIA B200 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 TensorIQ, 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 the initial 15-year term. If both five-year extensions were exercised on the same indicative economics, the figure could reach approximately 1.1 billion over 25 years. The LOI is nonbinding, and there is important work ahead before we reach definitive agreements.

The project requirements are complete and signed off, and the Phase 1 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 offtakers 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 630 AI. The 630 AI 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. Josh?.

Joshua Kilgore

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. that 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 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 of 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 Bit Digital 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. Our interests are aligned with every Big Digital shareholder. 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 30. The declining cash is driven primarily by our acquisition of the Hood County site through Texas Loadhouse, which costs 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 non-recurring charge. We expect improving run rate to become more apparent in subsequent quarters. Overall, operational improvements have dramatically improved the company's cash burn. In the first six months of the year, we have 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 30 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 the courts, especially in cases that we believe we have a strong argument. However, if there is a path for amicable resolutions and walkaways in some of these matters, we will definitely pursue them. We appreciate the importance of every legacy obligation and recognize the 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

Thanks, Josh. Our operating priorities remain consistent with what we 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, Bit Digital 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 630 AI 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 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 Hoodcan for AI in 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.

Unknown Speaker

With that, I'll turn it back to Phil. 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. TensorIQ 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 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 Bit Digital's control. This includes finding ways to bring in some or all of the close to 600 megawatts at 630 AI. 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 has an opportunity to build something significant.

We have the team, we have a growing base of power infrastructure, 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. Thanks, Phil. Since our last earnings call, we've continued to hear from shareholders, analysts, and other interested parties through emails, social media, and direct conversations. We appreciate that engagement. There's 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, Corsicana 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? Thanks, Samir. The letter of intent with Tensor IQ sets the framework for negotiating definitive agreements. 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, are 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. 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?.

Cody Smith

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. Bellefonte, Pennsylvania has 8 megawatts of self-mining capacity that complements Midland, and it can be expanded to 24 megawatts. Corning, Ohio is 24 megawatts. We've prioritized 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. plus.

Unknown Speaker

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

Thank you, Samir. Hood County's development is moving in stages. The site has approximately 17 megawatts of 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 SensorIQ framework sets the technical requirements. The plan 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.

Unknown Speaker

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

Today, Hood County is held through Texas Loadhouse LLC, a 50-50 joint venture with 10 net zero formed in July. To help 10Net 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 10Net Zero did not lose any ownership. Governance is set by the Joint Ventures Operating Agreement. While the loan was outstanding, Big Digital was the sole manager of Texas Loadhouse. Under that agreement, once the loan was repaid in full, 10Net Zero and Big Digital serve as managers of the Joint Venture.

Unknown Speaker

Great, thanks Cody. I'll go back to Phil for the next question. You've discussed bringing privately controlled power assets into Big Digital. Which types of opportunities are you prioritizing and how will you ensure affiliated party transactions are fair to public shareholders? Thanks, Samir. We separate assets into three categories, big-owned assets, joint venture interests such as Hood County, and privately controlled opportunities, including assets owned by 630 AI. Our investor presentation shows a 630 AI 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 a 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. 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

Thanks, Amir. 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 14th, 2026. Remember, authorization is not issuance. We will reconcile the share count in our filings, including ATM activity, refinancing and securities issued under commercial agreements. Our objective is to finance growth intelligently and protect long-term per share value. Bill, Cody and I own approximately 31% of the company.

So we experienced the dilution alongside every shareholder. 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.

Unknown Speaker

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

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.

Unknown Speaker

Great. And let's finish with this last question, and I'll direct this towards Bill. How does the 630 arrangement contribute to Q3 revenue and cash flow? And how do you decide whether power sites should be used for Bitcoin mining or developed for AI and HPC? Thanks, Samir. The joint mining agreement with 630AI generated approximately 1.54 million of mining revenues and 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 630 AI, Big Digital deployed no capital, took on no debt, and receives 100% of the cash generated under the arrangement. 630 is paid only in common stock and warrants under the JMA and is aligned with all shareholders in that the benefit to 630 of the JMA is directly driven by appreciation in the share price. Great, thanks, Bill. 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 1 on your telephone keypad to raise your hand and join the queue. If you would like to withdraw your question, simply press star 1 again. If you are called upon to ask your question and are listening to this, please press star 1. via 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 Jones Trading. Your line is now open.

Unknown Speaker

Thank you. Hey, Josh, Phil, it's Kevin Deedy at Jones Trading. 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.

Phillip Stanley

Yes, 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 that 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, we probably can't disclose too much more than that with ongoing engagement with community.

Unknown Speaker

but I'm happy to answer more questions. Great, thanks. I've got them. A 111 megawatt target there would require ERCOT review. I think anything over 75 megawatts sort of creates a flag. And I'm, you know, given the change in the political climate, Texas being a different color, what's your take on moving through the regulatory bodies there?.

Phillip Stanley

I think it's still very fluid here in Texas. I think we're all living under a different regime change. We'll have to see how things shake out. We believe that, you know, from a big digital 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.

Unknown Speaker

Have you started to deal with the ERCOT on getting approval to go to 111? So where are you in that process? Yes, so for the process, we have 17 megawatts that's available currently. We have a load study that's been submitted and approved.

Phillip Stanley

to bring us up to 74 to stay under the large load limit. The additional megawatts would be coming behind the meter generation through the nat gas pipeline that lies on the property itself.

Unknown Speaker

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

Phillip Stanley

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

Unknown Speaker

Okay. The JV structure now is between 10 net zero and big digital. Does that mean everything is split 50-50, top to bottom and deployment and earnings? Yes, sir. That is the way it's split up. Okay. 25,000 miners, 75 megawatts at Midland. 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.

Cody Smith

I may pivot to Cody just on this particular question. Yes. Nate 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.

Unknown Speaker

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

Cody Smith

In September? Yes, that's kind of the opportunity there in the PJM market is to be able to, you know, play the markets, support the grid, you know, have some downtime when appropriate, but also bring in revenue to kind of get back into the market.

Unknown Speaker

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

Operator

comes from the line of Brian Barashian with Roth Capital. Your line is now open.

Unknown Speaker

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 20th? 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 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? Yes, 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 her 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 timeframe. Got it. Okay. Yes, so it sounds like even if they were to go scorched earth, theoretically, it's ultimately up at the TCEQ board and they're probably aligning themselves with Abbott, if that makes sense. The other question I have is sort of on they would be a there would be a a higher number of board members that were under Abbott's appointment than Hinojosa's. from a majority standpoint. Okay, that makes sense. And then the other thing for me is, you know, what we've been seeing outside of the political noise that has happened over the last week and the commotion concerns about building costs going up and construction costs going up and labor costs or construction costs, I guess, covers those. As we think about, you know, the financing market. How are you guys seeing lenders' appetite towards, like, granting financing? And then, you know, on the flip side, how are you thinking about pricing with this LOI? Is there a certain yield on cost or spread of yield on cost to the cost of debt that you're trying to maintain? Are customers, like, does tenant flow seem amenable to that? Some color there would be great.

Joshua Kilgore

Josh, do you want to take this one? Yes, 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 is working on, know we're thoughtfully concerned about the broader financing market but when you take it down to a project to project level basis Um, 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, um, 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, much more digestible. And from a return perspective, you know, we're not looking at like 13% yield on cost 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, the type of 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

Great, thanks. Again, if you would like to ask a question, please press star 1 in your telephone keypad. And your next question comes from the line of Kevin Dede with Jones Trading. Your line is now open.

Unknown Speaker

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?.

Joshua Kilgore

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 foot footprint, 40-foot clearance. I think the concrete slab is, you know, four-plus feet deep. So we're going to white box that for the additional developments on that property, we will to look at both modular, power, shell, and or tier three.

OK.

Unknown Speaker

I think I'm still a little unsure on your GPU count. I, you know, they're somehow I just messed up the numbers because I thought I may have heard 6,300 and I think it's 77 plus and. in the press release.

Joshua Kilgore

Yes, 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 63 to 6400 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.

Unknown Speaker

and that's all in that initial build out. And you guys have orders in and assurances that you'll get them.

Joshua Kilgore

Our partner on the project, the LOI that we signed with Intra-IQ, they have a have a direct working relationship with Dell and they have been buying up these GPUs, since middle summer. So I would say we're well ahead of schedule.

Unknown Speaker

on those allocations. 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 full? fully executed with two extensions. And I guess I just want to understand if 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? Yes, that's a great question.

Joshua Kilgore

The initial LOI that we've 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 TENCER 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, you know, TENCER has been wonderful to work with. They really have a great team.

Unknown Speaker

Okay, two more questions, then I'll let you go. First one is the... just sort of a 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 to be able to execute that strategy on a tactical basis.

Unknown Speaker

Phil or Cody, I don't want to hog your mic here. Would you guys like to comment on this? Would you guys like to come up? No, go ahead. I think really the answer to that question is, All this is contingent upon fairness opinions. We have our independent board out numbers, 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 the board as 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. up to underwrite the economics of that deal. entirely sure if that answered all of your questions, 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.

Unknown Speaker

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. signed and executed with hope for delivery in the second quarter next year. I was wondering if there's, as part of that agreement, if there's some sort of separation clause and penalty And I guess when, to the best that you can, estimate that might actually.

Unknown Speaker

be signed, sealed, and delivered? 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 there... 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.

Unknown Speaker

it's favorable. 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.

Operator

Absolutely. Thank you, Kevin. They were good questions. Again, if you would like to ask a question, please press star 1 on your telephone keypad. Your next question comes from the line of Rick Lutz with LC Group. Your line is now open. Yes, I'd like to ask a question and comment.

Unknown Speaker

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 one megawatt, 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 valuable. And I would like to ask you for a comment on that and also whether or not it's had an effect on the ability to do financing. I know it's a 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

Yes, 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 think 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 think the market has quite recognized that yet. That's okay. But in terms of financing, you know, 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. Thank you. Absolutely. It's a great question.

Operator

That concludes our question and answer session. I will now turn the call back over to Mr. Josh Kilgore for closing remarks.

Joshua Kilgore

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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