TeraWulf Q2 2025 Earnings Call Transcript

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Provided by Quartr
August 14, 2025

Key Takeaways

  • Positive Sentiment: TerraWolf signed a ten-year, 200+ MW AI hosting deal with FluidStack worth approximately $3.7 billion in contracted revenue, with upside to $8.7 billion if lease extensions are exercised, and expects the first 40 MW online in 2026 at ~85% site-level margins.
  • Positive Sentiment: Google agreed to backstop FluidStack’s lease obligations with $1.8 billion of credit support over ten years and received warrants for ~8% equity, sharply enhancing TerraWolf’s credit profile for future financing.
  • Positive Sentiment: TerraWolf secured an 80-year ground lease with Cayuga, granting exclusive rights to develop up to 400 MW of digital infrastructure and targeting 130 MW online by 2027 on a fully equipped zero-carbon site.
  • Positive Sentiment: In Q2, TerraWolf’s Bitcoin self-mining rose 30% QoQ to 4.85 BTC, GAAP revenues jumped 38% to $47.6 million, and non-GAAP adjusted EBITDA swung to $14.5 million from –$4.7 million in Q1.
  • Negative Sentiment: Management raised its annual SG&A guidance to $50–55 million from $40–45 million, reflecting accelerated investment in its high-performance computing business.
AI Generated. May Contain Errors.
Earnings Conference Call
TeraWulf Q2 2025
00:00 / 00:00

Transcript Sections

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Operator

Greetings.

Operator

Welcome to the TerraWolf twenty twenty five Second Quarter Earnings Conference Call. At this time, all participants are in a listen only mode. A question and answer session will follow the formal presentation. Please note this conference is being recorded. I will now turn the conference over to John Larkin, SVP, Director of Investor Relations. Thank you. You may begin.

John Larkin
John Larkin
Director - IR at TeraWulf

Good morning, and welcome to TerraWolf's twenty twenty five second quarter earnings call. Joining me today are chairman and CEO, Paul Prager, and CFO, Patrick Fleury. And for q and a, we'll be we will be joined by cofounder and CTO, Nazar Khan, CSO, Carrie Langlais, and COO, Sean Farrell. Before we get started, please note that our remarks today may include forward looking statements. These statements are subject to risks and uncertainties, and actual results may differ materially.

John Larkin
John Larkin
Director - IR at TeraWulf

During this call, we may use words like anticipate, could, enable, estimate, intend, expect, believe, potential, will, should, project, and similar expressions which indicate forward looking statements. For a more comprehensive discussion of these and other risks, please refer to our filings with the SEC available on sec.gov and in the investors section of our website at terrawolf.com. We will also reference certain non GAAP financial measures today. Please refer to our 10 k and 10 q filings in our website for a full reconciliation of these non GAAP measures to the most comparable GAAP measures. We will start today's call with prepared remarks from Paul and Patrick, followed by q and a with the full management team.

John Larkin
John Larkin
Director - IR at TeraWulf

I will now turn the call over to our CEO, Paul Prager.

Paul Prager
Paul Prager
CEO, Co-Founder & Chairman at TeraWulf

Good morning, and thank you for joining us. We moved this call from Friday to this morning so we could share a complete update. Over the past few days, we finalized transformative agreements that meaningfully advance Terrell's strategy and reinforce our position as a leader in next generation digital infrastructure. This morning, we announced two major transactions. First, we have a new tenant at Lake Mariner.

Paul Prager
Paul Prager
CEO, Co-Founder & Chairman at TeraWulf

We signed a ten year 200 plus megawatt hyperscale AI hosting agreement with FluidStack, a premier AI cloud platform that builds and operates GPU clusters for some of the world's most innovative companies. This agreement represents approximately $3,700,000,000 in contracted revenue, with the potential to exceed $8,700,000,000 if lease extensions are exercised. FluidStack will utilize more than 200 megawatts of critical IT load, about two fifty megawatts of gross site capacity. We also granted FluidStack a thirty day exclusivity on CB5, which would add another 160 megawatts of critical IT loads on similar terms, including Google's participation. Deployment will be phased with the first 40 megawatts expected online in the 2026 and the full deployment by year end.

Paul Prager
Paul Prager
CEO, Co-Founder & Chairman at TeraWulf

The lease is expected to bring in over $350,000,000 a year in revenue with site level net operating margins of roughly 85%. Importantly, Google is providing a $1,800,000,000 backstop for FluidStacks lease obligations in exchange for warrants representing about 8% of Terrible's equity, an extraordinary vote of confidence from one of the most influential players in AI. Second, we brought in Cayuga. We executed an eighty year ground lease with a purchase option, securing exclusive rights to develop up to 400 megawatts of digital infrastructure on a fully equipped site with high capacity transmission, industrial water intake and redundant fiber. We expect to bring more than 130 megawatts online in 2027 with substantial expansion potential beyond that.

Paul Prager
Paul Prager
CEO, Co-Founder & Chairman at TeraWulf

Together, these transactions increase our total platform capacity to over one gigawatt, firmly positioning Lake Mariner and Cayuga as cornerstone assets for the future of AI infrastructure. Our first HPC tenant, Core42, continues to be an outstanding partner, and we anticipate growing that relationship. The Wolf Den is fully operational and generating revenue. CB1 begins generating revenue within the next week, and CB2 is on track for Q4. We are hitting our milestones on time and on budget.

Paul Prager
Paul Prager
CEO, Co-Founder & Chairman at TeraWulf

For months, I've highlighted three key priorities: Execute for Core 42, Secure our Next Tenant and Expand Capacity. These announcements deliver on all three. Looking ahead, our focus is on financing the HPC build out efficiently and in a shareholder friendly manner. With this new customer and the $1,800,000,000 Google backstop, our credit profile is significantly enhanced, enabling us to pursue low cost, scalable capital solutions that align with our growth trajectory. Therefore, my immediate focus is execution, execution, execution.

Paul Prager
Paul Prager
CEO, Co-Founder & Chairman at TeraWulf

Finally, I want to thank my team, our partners at FluidStack and Google, and our advisors, Morgan Stanley, Paul Weiss, and Noah Hansford at Stutzman Bromberg, for their exceptional work in making these milestones possible. With that, I'll turn it over to Patrick for a quick look at our second quarter results.

Patrick Fleury
Patrick Fleury
CFO at TeraWulf

Thank you, Paul. I'll briefly cover the financial highlights for the second quarter before diving into the transactions in partnership with FluidStack and Google announced this morning and our objectives for the 2025. In the 2025 we self mined $4.85 Bitcoin at Lake Mariner or approximately 5 Bitcoin per day, a 30% increase over the $3.72 Bitcoin mined in 1Q twenty five. Our GAAP revenues were up 38% quarter over quarter at 47,600,000 in 2Q twenty five from $34,400,000 in 1Q twenty five. Meanwhile our GAAP cost of revenue exclusive of depreciation decreased by 10% from 24,500,000.0 in 1Q twenty five to 22,100,000.0 in 2Q twenty five.

Patrick Fleury
Patrick Fleury
CFO at TeraWulf

Power prices in Upstate New York normalized in 2Q and we expect pricing to remain in line with historical levels for the rest of 2025 guiding at $05 per kilowatt hour for second half of the year. SG and A expense for 2Q twenty five was $14,300,000 After adjusting for stock based compensation SG and A decreased quarter over quarter from $11,500,000 in 1Q twenty five to $10,700,000 in 2Q twenty five. I'm also pleased to report our non GAAP adjusted EBITDA showed significant improvement in Q2 totaling $14,500,000 up from a negative $4,700,000 in 1Q. As a reminder, these results are inclusive of significant increases in SG and A and operating expenses over the past twelve months as we've invested heavily in our HPC business. These incremental costs have been entirely borne by our mining business until now.

Patrick Fleury
Patrick Fleury
CFO at TeraWulf

As Paul mentioned, we're on track for the Wolf Den and CB1 leases with Core forty two to start generating revenue in Q3. We remain on schedule and on budget for the delivery of this capacity. Looking ahead to the 2025, we've updated our guidance in our investor presentation. At current Bitcoin prices and network cash rate, we expect our mining operations to contribute positively to EBITDA in the second half of the year. We've also slightly adjusted our annual SG and A guidance to 50 to 55,000,000 from 40 to 45,000,000 reflecting the accelerated growth in our HPC business.

Patrick Fleury
Patrick Fleury
CFO at TeraWulf

Now moving to the transactions announced today. These are truly a game changer for TerraWolf and I want to highlight some of the financial implications. As Paul noted, the Fluid Stack lease and Google support agreement are carefully structured to enhance our credit profile and position us to scale quickly. Google's partnership and support is multifaceted. First, Google is backing FluidStax lease obligations which include early termination protections for the first six years.

Patrick Fleury
Patrick Fleury
CFO at TeraWulf

Second, Google is providing 1,800,000,000.0 of credit support over a ten year period. Third, Google is pledging its equity stake in TeraWolf to support the construction phase of our data centers. Given the expected improvement in our credit profile, we've refined our financing strategy to focus on a series of capital markets initiatives in the 2025 with the benefit of our new financial support from Google and our updated lease agreements.

Patrick Fleury
Patrick Fleury
CFO at TeraWulf

Additionally, the long term ground lease at the Cayuga site adds significant future capacity and upside value for TerreWolf shareholders.

Patrick Fleury
Patrick Fleury
CFO at TeraWulf

We plan to develop up to 400 megawatts of HBC hosting at Cayuga, a site with many of the same advantages as Lake Mariner including low cost predominantly zero carbon power and strong existing infrastructure. This acquisition and the structuring of these transactions were designed with careful consideration of shareholder alignment. As Paul mentioned, we have structured the terms with long term shareholder value in mind. The acquisition of Beowulf Electricity and Data in 2Q further streamlines our structure and consolidates expertise in power generation. This acquisition not only simplifies our corporate structure but also strengthens our ability to execute on future projects.

Patrick Fleury
Patrick Fleury
CFO at TeraWulf

As part of the acquisition 94 employees from Beowulf including key personnel from Lake Mariner and corporate support functions have transitioned to TerreWolf. Finally, regarding our growth pipeline, we are constantly evaluating additional sites to add to the TerreWolf portfolio and maintain an extremely rigorous approach to this process. In 2025 we have evaluated over 75 potential expansion sites. And from that we have a handful progressing through negotiations. Given our HPC customer base and electrical infrastructure experience, we will maintain discipline as we evaluate future expansions.

Patrick Fleury
Patrick Fleury
CFO at TeraWulf

With that, I'll turn it back over to the operator and we look forward to answering your questions.

Operator

Thank you. We will now be conducting a question and answer session. Our first questions come from the line of Mike Grondahl with Northland Securities. Please proceed with your questions.

Mike Grondahl
Head - Equities & Director - Research at Northland Capital Markets

Hey guys, congratulations. A couple of questions. If you could maybe talk about why FluidStack kind of the pros and cons there and the demand for that power? And then how are you thinking about the thirty day exclusivity?

Paul Prager
Paul Prager
CEO, Co-Founder & Chairman at TeraWulf

Naz, you want to get that?

Nazar Khan
Nazar Khan
Co-Founder, CTO & Board Member at TeraWulf

Good morning, Mike. It's Heather here. Why FluidStack? FluidStack, as Paul had mentioned, delivers compute clusters to some of the largest companies in the world. And they've been active with a number of different customers, both domestically in The United States as well as in Europe.

Nazar Khan
Nazar Khan
Co-Founder, CTO & Board Member at TeraWulf

And so they made a couple announcements in Europe earlier in the year. So they are very active and are in deep and detailed discussions with a number of different counterparties in delivering optimized compute. And so as we thought about our trajectory and our ability to grow, adding somebody like FluidStack to Core forty two, who also has grand ambitions in building a large platform around compute, made a ton of sense. And I think as we've mentioned on prior calls, having more than one customer at the site has been a goal of ours, and this accomplishes that. On the exclusivity, today we signed up a deal for CB3, which is 42 megawatts of net critical IT capacity and CB4, which is 162 megawatts of net critical IT capacity. The discussions that we have ongoing are for a copy of CB4, which should be CB5. And given the discussions that we've had, given the intense amount of effort that's been put into customizing this design for fluid stack, we have a relatively tight window here. So we are hopeful. But again, there's work to do there.

Nazar Khan
Nazar Khan
Co-Founder, CTO & Board Member at TeraWulf

But again, that tight window should give you an indication of how much work is left.

Mike Grondahl
Head - Equities & Director - Research at Northland Capital Markets

Yeah, that's really tight.

Kerri Langlais
Kerri Langlais
Chief Strategy Officer & Director at TeraWulf

Then Mike, I'll just add to that. This is Carrie, Mike, is that the terms on the additional building CB5 are on the exact same basis of the terms that we just signed. So it will include the same guarantee from Google and the same economics between TerreWolf and FluidStack.

Mike Grondahl
Head - Equities & Director - Research at Northland Capital Markets

Great. And then maybe just one more. The 1,800,000,000.0 backstop from Google, how was that number sort of decided on? Is that basically a six year protection?

Patrick Fleury
Patrick Fleury
CFO at TeraWulf

Yeah. Hey, Mike. It's Patrick Flurry. So, yes, the backstop amount is roughly 50% of the payments over the lease term. So, it's approximately 6 years.

Patrick Fleury
Patrick Fleury
CFO at TeraWulf

That support, Mike, is actually in place for up to the ten year term of the lease and it declines from the beginning over time.

Mike Grondahl
Head - Equities & Director - Research at Northland Capital Markets

Well, hey, congratulations guys. Great progress.

Patrick Fleury
Patrick Fleury
CFO at TeraWulf

Thanks Mike.

Operator

Thank you. Our next question is coming from the line of Brett Knoblauch with Cantor Fitzgerald. Please proceed with your questions.

Brett Knoblauch
Managing Director at Cantor Fitzgerald

Hey, guys. Congrats on both of the announcements today. Really excited about those. Maybe first, on Lake Mariner, the 200 some odd megawatts we have allocated towards Bitcoin mining, does the Core 42 plus the new deal announced today kind of impact the electrical capacity for Bitcoin mining? Would you envision shutting Bitcoin mining down for FluidStack?

Brett Knoblauch
Managing Director at Cantor Fitzgerald

Or is that something you don't really have to do quite yet?

Kerri Langlais
Kerri Langlais
Chief Strategy Officer & Director at TeraWulf

Hey, Brett. It's Carrie. So as you know, right now we've got about 200 megawatts of near term power available at Lake Mariner. And if you look out over the next eighteen months, we're optimistic that we can bring another two fifty online there. So I think that your question sort of leads us to the other transaction that we announced today, which is the Cayuga deal.

Kerri Langlais
Kerri Langlais
Chief Strategy Officer & Director at TeraWulf

That's why moving on that so quickly was very important to us to keep the momentum in our customer conversations and have that capacity available across multiple sites. As you think about it, once we sign a deal, we're typically delivering the facilities within a year. So we're already thinking ahead to meet that timeline.

Brett Knoblauch
Managing Director at Cantor Fitzgerald

Okay, now that's very helpful. And then on the Core 42 build out, can you maybe just remind us of how much CapEx is remaining for that first deal?

Patrick Fleury
Patrick Fleury
CFO at TeraWulf

Yes.

Patrick Fleury
Patrick Fleury
CFO at TeraWulf

Hey, Brett, it's Patrick. I think the precise I might be off by $1,000,000 here, but I think through the second quarter we had spent approximately $200,000,000 That I think if you looked at our presentations in quarters prior, that total spend was about $430,000,000 And so I think you might say, that doesn't seem right, but a lot of that spend is very back ended. So, example, things like UPS which is a very large number there is really back ended spend that we'll be spending here in the sort of late third quarter and fourth quarter.

Brett Knoblauch
Managing Director at Cantor Fitzgerald

Right. That's very helpful. Then maybe if I could just add one more. The new CapEx for FluidStack 8,000,000 to $10,000,000 range is a bit higher than Core 42 range. Can you maybe just talk about the difference in the build out and cost for that versus what you did with Core forty two?

Nazar Khan
Nazar Khan
Co-Founder, CTO & Board Member at TeraWulf

Sure. This is Bazar. There's a couple of factors here. One is scale and the time associated with that scale. So for the core 42 discussions, you know, we're delivering 60 megawatts of total critical IT capacity.

Nazar Khan
Nazar Khan
Co-Founder, CTO & Board Member at TeraWulf

And with this announcement here, we're we're delivering over 200. And so and the timelines that we're doing so are relatively similar. So there's a need for significantly more labor, which is requiring us to pull from further and further away, which has an impact on our overall cost. And so that's one component to it. Second is, as we mentioned earlier, we spent quite a bit of time with the Fluid Stack team in coming up with a design that really was customized to what they were looking to deploy.

Nazar Khan
Nazar Khan
Co-Founder, CTO & Board Member at TeraWulf

And so within those design considerations were tweaks off of what we built in CB1 and CB2. So when you put those things together, as you noted, we're a little bit higher than what our CapEx was going into Core 42.

Brett Knoblauch
Managing Director at Cantor Fitzgerald

Awesome. Thanks Matt. Really appreciate it guys. Congrats on the deal.

Operator

Thank you. Our next question has come from the line of Darren Aftahi with ROTH Capital Partners. Please proceed with your questions.

Dillon Heslin
Research Associate at Roth Capital Partners

Hi, it's Dylan Hessling on for Darrin. Thanks for taking my questions. The first one, it seems like the yield or the unlevered yield to cost on the build is roughly in the same range of Core 42. When you start to look at other sites within like Mariner and then Cayuga and people you're at the negotiating table with, like how much room do you think there is to either expand or maintain that yield to cost?

Patrick Fleury
Patrick Fleury
CFO at TeraWulf

Hey, it's Patrick Salary. I'll answer that question. I mean, look, I think we've been pretty transparent about what we're targeting in the past. And I think we will maintain that discipline going forward. And we think Paul can talk to market demand, but I would say it's very, very strong.

Patrick Fleury
Patrick Fleury
CFO at TeraWulf

And so I think you'll as Kerry mentioned, and on the expansion capacity that we're talking about, it's on the same terms. So I think we will we feel very strongly that we'll be able to maintain that discipline and keep achieving positive economic results for the shareholders.

Paul Prager
Paul Prager
CEO, Co-Founder & Chairman at TeraWulf

Yes. And I would just add to that, that since early May, has felt almost urgent. We're not chasing yield on cost deals. We just think we can get better returns. Seeing very strong enterprise and hyperscale demand in several formats with more enterprise direct talks, in financial services.

Paul Prager
Paul Prager
CEO, Co-Founder & Chairman at TeraWulf

On pricing, we're very happy with the economics from Core42 and the FluidStack Google deal and think shareholders will be rewarded if we just keep replicating them. I think there's a good argument that the market might even be tighter in 2026 than in 2025 given ongoing power constraints and rising hyperscaler CapEx.

Dillon Heslin
Research Associate at Roth Capital Partners

Got it. Thank you. And as a follow-up, is there a way to earmark potentially how much capital you might need from the capital markets?

Patrick Fleury
Patrick Fleury
CFO at TeraWulf

Hey, this is Patrick. So, look, we're really excited about the structure of this deal and the partnership here. So, I think given the expected improvement in our credit profile, we've really refined our financing strategy with our advisors at Morgan Stanley to focus on a series of capital markets initiatives in the second half of this year. And those initiatives are going to really benefit from the new financial support from our partner at Google and the updated lease agreements. So we think that strategy will really afford us a lower cost of funds going forward and increased flexibility going forward.

Patrick Fleury
Patrick Fleury
CFO at TeraWulf

Just excited as we feel like we've cracked the code. As you know, one of the hardest things about these deals is financing them, And our strategic alignment with Google supporting us both on the debt and as one of the largest shareholders in our equity going forward, we think is incredibly novel and we're really excited about continuing to grow that partnership as we move forward.

Paul Prager
Paul Prager
CEO, Co-Founder & Chairman at TeraWulf

Yes. And just to put a final point on it or to underscore what Patrick said, this is going to lower the cost of financing that we do do and it enables us to really approach things from a very shareholder friendly perspective.

Dillon Heslin
Research Associate at Roth Capital Partners

Great. Thank you.

Operator

Thank you. Our next question comes from the line of Nick Giles with B. Riley Securities. Please proceed with your questions.

Nick Giles
Senior Research Analyst at B.Riley Securities

Thank you, operator. Good morning, everyone. Guys, congratulations here. It's really great to see. I think the $3,700,000,000 implies average revenue per megawatt of around 1,900,000,000.0 At what level does the contract start? And what's the annual escalator?

Patrick Fleury
Patrick Fleury
CFO at TeraWulf

Hey Nick, it's Patrick. So those details are confidential. I think we gave you enough information that you're a real smart guy. I think you can probably back into it. But the data that we gave you is the data.

Patrick Fleury
Patrick Fleury
CFO at TeraWulf

And I think as we move forward and get bigger as a company, we've been incredibly transparent in the past. And I think this is a really competitive space both for us and for our customers. So I think you will continue to see transparency from us, but the data we gave you today is the data that we're going to give you.

Nick Giles
Senior Research Analyst at B.Riley Securities

Okay, fair enough. Appreciate that. And then just back to the project financing, I mean, we expect to see something announced for the CORE 42 and Fluid Stack in kind of one single announcement or those separate conversations? Just appreciate any color on kind of what we should be looking for.

Patrick Fleury
Patrick Fleury
CFO at TeraWulf

Yes, Nick, like I said, I think it's going to be a series of transactions. Obviously, this transaction fundamentally changes the credit profile of our company in a very positive way. So I think you will see a series of transactions that we're working on with our advisors at Morgan Stanley here in the second half.

Nick Giles
Senior Research Analyst at B.Riley Securities

Got it. One more for me. Just on the thirty day exclusivity, do you feel that Google would, presumably backstop this capacity as well if executed?

Patrick Fleury
Patrick Fleury
CFO at TeraWulf

Yes.

Nick Giles
Senior Research Analyst at B.Riley Securities

Okay. Guys, congrats again. Keep up the good work.

Operator

Thank you. Our next questions come from the line of Brian Dobson with Clear Street. Please proceed with your questions.

Brian Dobson
Managing Director at Clear Street LLC

Hey, thanks so much for taking my question. Just on the Google partnership, do you think you could maybe opine a little bit on how you think that that's going to change discussions with future clients? Do you see this as a net long term strategic positive? And and if so, what kind of what kind of synergies do you think this agreement would yield in terms of in terms of generating new business further down the road?

Paul Prager
Paul Prager
CEO, Co-Founder & Chairman at TeraWulf

Nana, do you wanna start, and I'll follow-up?

Nazar Khan
Nazar Khan
Co-Founder, CTO & Board Member at TeraWulf

So,

Nazar Khan
Nazar Khan
Co-Founder, CTO & Board Member at TeraWulf

I think the hyperscalers and Google in particular have put out pretty significant forecast both kind of balance of the year as well as looking into to next year. And if you look at the structure of of this arrangement, it says, I think as Patrick mentioned earlier, unique novel. And so what we have found is the demand for a capacity from hyperscalers exists as Paul had mentioned, and how they take that capacity down will take a number of different forms. And so this is an example of that. And as we think about it, there's the demand of who's going to use it, And then there is the how do you pay for it and the financial piece of it.

Nazar Khan
Nazar Khan
Co-Founder, CTO & Board Member at TeraWulf

So this construct that we developed with our partners at FluidStack and Google really addressed both of those things. And so think the long and short of it is that there's demand out there and the contracting for that demand will take a number of different structures, including what we announced this morning.

Brian Dobson
Managing Director at Clear Street LLC

Yes, thanks very much. Do you think that new potential clients will see this as an endorsement from a marquee player in the space?

Paul Prager
Paul Prager
CEO, Co-Founder & Chairman at TeraWulf

I hope so. I would expect FluidStack and Google probably looked at a ton of sites. And I think they found it compelling in terms of the attractiveness of the site, our installed energy infrastructure, redundant grid connections, the land, the water fiber latency, 89 carbon power source, availability power. Second, they were able to see the progress we've made on the Core 42 buildings, the partnership that we've developed there, the way we work with our customer. I think these high power density, all liquid cooled data centers are pretty early in terms of industry development and FluidStack Google saw the value in partnering with a team that's already navigating that complexity.

Paul Prager
Paul Prager
CEO, Co-Founder & Chairman at TeraWulf

And finally, our team. I mean, I would encourage folks to work out when they can get up to the site, but we've got an amazing team up there led by Sean Farrell, Chief Operating Officer. Our management team together with Sean, we've been together over fifteen years. We've got decades of experience executing complex energy infrastructure projects. And I don't think that's something you can replicate overnight.

Paul Prager
Paul Prager
CEO, Co-Founder & Chairman at TeraWulf

So I think it was all of that. And I think new customers or potential new customers We'll look at our appreciation for electricity and electrical infrastructure and their needs and realize that it's a good match.

Nazar Khan
Nazar Khan
Co-Founder, CTO & Board Member at TeraWulf

And just to underscore what Paul said, we had very detailed discussions with our customer around the design and configuration of what we're building for them. So we had a base design, and it's through that that they got to see our CHOPs and see what we do, how we work. And so I do think, to your question, it should absolutely be an endorsement of our team and our ability to really work with some of the largest companies in the world in building the next generation data centers.

Brian Dobson
Managing Director at Clear Street LLC

Yes. Thanks very much and congratulations. Big win.

Paul Prager
Paul Prager
CEO, Co-Founder & Chairman at TeraWulf

Thank you.

Operator

Thank you. Our next questions come from the line of Chris Brenner with Rosenblatt Securities. Please proceed with your questions.

Chris Brendler
Senior Research Analyst at Rosenblatt Securities

Hi, thanks and good morning. And I have to add my congratulations as well. This is fantastic. I just wanted to see if we could potentially get some color. I would think you would on the finance the project financing side, I would think you had made significant progress down that path before these transactions.

Chris Brendler
Senior Research Analyst at Rosenblatt Securities

And so I just was wondering, is there any way to quantify sort of the benefit and the lift you may receive in the financing terms or the rate from the significant changes in your credit profile that are taking place and how quickly can those transactions come together? And then the second question I had was on the expansion. I think you were targeting 150 megawatts per year and I think it's now says 150 to 200. Just want to make sure that's true that you're going to try to maybe accelerate your expansion plans in this space now that you have these transactions under your belt as well as what's the future look like to that go up again higher as you expand your portfolio? Thanks.

Patrick Fleury
Patrick Fleury
CFO at TeraWulf

Yeah. Hey, Chris. It's Patrick. I'll take the first part and then maybe Paul Nezar or Carrie can take the second. So Chris, I think it's pretty obvious you look at Google as a financial partner here working with us, a multi trillion dollar market cap, one of the largest companies in The U.

Patrick Fleury
Patrick Fleury
CFO at TeraWulf

S. And with a measly $30,000,000,000 I think, of debt or so. So absolutely pristine AA plus company partnering with us, now one of the largest shareholders. So I think you can imagine that whatever course we were on before, right, with regard to our financing for Core forty two, this is a game changer for that. And so I think we will look to finance the site in totality under this new credit regime and new support regime.

Patrick Fleury
Patrick Fleury
CFO at TeraWulf

So I think that's the obvious and clear takeaway. And I'm not prepared on this call to precisely quantify that for you other than to say we view it and I think our financing partners also view it as a game changer. And so I think now, as Paul mentioned, we are positioned I think perfectly to go get the most cost effective and efficient capital structure in place. And look, before we were talking to you about project financing. That can create siloed entities, which is not the best long term financing outcome.

Patrick Fleury
Patrick Fleury
CFO at TeraWulf

And so I think here, we now have the time and the support to figure out what is absolutely right for the company long term.

Nazar Khan
Nazar Khan
Co-Founder, CTO & Board Member at TeraWulf

In terms of your second question, Chris, on growth and future capacity, we put out this target of 150 to 200 megawatts, and that was by design. And that really is a function of both the capacity we have available, but also what we think we can efficiently finance and pay for. And so with this transaction, one would think we should be able to maybe increase the pace of that. We'll, as Patrick said, we're going to work through that here very shortly. And so at the back end of that, maybe that could be a possibility.

Nazar Khan
Nazar Khan
Co-Founder, CTO & Board Member at TeraWulf

But I think that 150 to 200 megawatts of guidance that we have really is within both the capacity we have available as well as our ability to finance it and pay for that construction in a timely way.

Chris Brendler
Senior Research Analyst at Rosenblatt Securities

Okay, great. Just one more on that financing side. Are you still anticipating a 70% LTV or is that potentially have the ability to increase with these transactions?

Patrick Fleury
Patrick Fleury
CFO at TeraWulf

Yeah. Chris, I think all of that is out the door. It's no longer relevant. So, I think you'll again see us attack the market, I think, in a very significant position of strength now with our partners. And I think all those prior discussions and targets are off the table.

Chris Brendler
Senior Research Analyst at Rosenblatt Securities

Fantastic. Congrats again.

Operator

Thank you. Our next question has come from the line of Martin Toner with ATB Capital. Please proceed with your questions.

Martin Toner
MD, Institutional Research, Growth & Innovation at ATB Capital Markets

Congrats, folks, and thanks for taking these questions. The EBITDA per megawatt of this deal is a little bit higher than what you've given us for Core forty two. Can you just kind of talk us through like what's different?

Patrick Fleury
Patrick Fleury
CFO at TeraWulf

Yeah. Martin, I I think as you'll see in our disclosures, and I I think this is just natural as we get bigger. Right? So before when we just had Core forty two as our customer, we were telling you EBITDA because that was our only customer. I think now what you'll see us do going forward is for Core forty two and for this deal, we're kind of looking at it from a net operating income at the project level, which I think is a more appropriate way to look at it.

Patrick Fleury
Patrick Fleury
CFO at TeraWulf

And you'll see that in our guidance for Bitcoin mining, we're looking at that as segment operating income as well. So I think the way we think about it is there's profitability at the project entities and then there's SG and A that we've had to take on right at the parent which we gave you updated guidance on today. So I think when you combine the specific project entities, right, and the Bitcoin mining, that would then kind of roll up into a total, and then you can subtract the SG and A from the top to get down to your EBITDA. Does that make sense?

Martin Toner
MD, Institutional Research, Growth & Innovation at ATB Capital Markets

Yeah. I think so. Thanks. Does Google have a significant contract with FluidStack kinda like Microsoft and OpenAI have with CoreWeave? And just one I'm just wondering, does FluidStack have like a CoreWeave like backlog?

Nazar Khan
Nazar Khan
Co-Founder, CTO & Board Member at TeraWulf

I don't think we're in a position to disclose Fluidstack customer base. I think as we mentioned earlier, Fluidstack works with some of the largest companies in the world in delivering, you know, customized compute solutions.

Martin Toner
MD, Institutional Research, Growth & Innovation at ATB Capital Markets

Got it. Yeah. Appreciate that. And then last one for me. Can you kind of talk us through why like 95,000,000 shares was the right price for Cayuga?

Martin Toner
MD, Institutional Research, Growth & Innovation at ATB Capital Markets

Were there some competing bids? And just any detail there you can give us there would be appreciated.

Kerri Langlais
Kerri Langlais
Chief Strategy Officer & Director at TeraWulf

Sure, hey, Martin, it's Carrie. So I think we probably first brought up the Cayuga process back in our first call in February, or at least that's when Paul had begun a process, a competitive process for Cayuga. That process quickly attracted multiple third party bids. Because it was a related party transaction, the board then formed an independent committee which brought in its own financial and legal advisors to sort of evaluate the opportunity for TerreWolf. Ultimately, in terms of pricing, the committee approved moving forward at a discount to those third party bids.

Kerri Langlais
Kerri Langlais
Chief Strategy Officer & Director at TeraWulf

And we agreed that equity rather than cash was the right way to structure the deal to keep everybody aligned. So we're thrilled now to have Cayuga as our second site, much like Lake Mariner. It's a former site of a coal plant and has all that amazing infrastructure, redundant grid, water, fiber, and mostly zero carbon power. So that's the process that we ran. It was a competitive process.

Kerri Langlais
Kerri Langlais
Chief Strategy Officer & Director at TeraWulf

We got third party ultimately the transaction was done at a discount to where those bids came in.

Martin Toner
MD, Institutional Research, Growth & Innovation at ATB Capital Markets

That's great. Thank you very much. And that's all for me.

Operator

Thank you. Our next questions come from the line of Steven Glagola with Jones Trading. Please proceed with your question.

Stephen Glagola
Director - TMT Equity Research at JonesTrading

Thanks for the questions. Just wanted to clarify on that prior Q and A, when you include the extra non project level SG and A, is the margin then more comparable than to that 75% level at Core forty two?

Patrick Fleury
Patrick Fleury
CFO at TeraWulf

No. No, Stephen. Again, I think I was just trying to make the point that we've kind of we've changed how we're guiding you, right? Because before we literally just had one customer, so it was easy to kind of just give you an EBITDA margin. Now, what I'm saying is I expect the net project operating income margin for each project, right, to be its own.

Patrick Fleury
Patrick Fleury
CFO at TeraWulf

And I think we're saying, I think, 85% on that. So, I think if you were to apply that to, let's say, each of the projects and then take our SG and A guidance, that would get you to EBITDA. Is that helpful?

Stephen Glagola
Director - TMT Equity Research at JonesTrading

Yes. No, that's really helpful, Patrick. Appreciate it. And then just one more. So it seems like the successful delivery of CB1 and CB2 are pivotal for showcasing your capabilities and establishing credibility for Tier three or four data center development.

Stephen Glagola
Director - TMT Equity Research at JonesTrading

So I was hoping maybe you could share any key learnings your team has gained during the build out process, any processes that you maybe expect will be more efficient or streamlined with the FluidStack build out or future projects, etcetera. You.

Paul Prager
Paul Prager
CEO, Co-Founder & Chairman at TeraWulf

Naz, you want to start and let maybe Sean talk a little bit as well?

Nazar Khan
Nazar Khan
Co-Founder, CTO & Board Member at TeraWulf

Sure. Hey, Stephen. I think there's a couple of things that are important. One is we've been in construction at our site for the last four years straight. So we've been building Bitcoin mining buildings, and so we had civil, electrical, mechanical contractors on-site.

Nazar Khan
Nazar Khan
Co-Founder, CTO & Board Member at TeraWulf

And those folks and some of those folks that showed up four years ago are still at the site because they're rolling from one building and one project to the next. So momentum and being able to deliver on a schedule is important. And part of the diligence process that all of our customers have is really, hey, if there's this timeline schedule out there, what's your ability to meet it? And so given that we've got quite a bit of activity at the site and there's a lot of momentum, it's easier to see how the existing folks there can roll into Next. And then as we scale up and are delivering greater sizes and capacity, it's really a question of can we augment and add to that of labor force.

Nazar Khan
Nazar Khan
Co-Founder, CTO & Board Member at TeraWulf

And so that's one thing that I think is important, and we've been able to convey and articulate to customers, everyone that comes on and being able to show them. These schedules are really grounded in being able to point to who's going do the work. That's one. Second is the design of these things, as Paul had mentioned earlier, we are in the very early stages here. And we are at our site deploying multiple different OEM GPU equipment, and each one of those comes with its own set of unique attributes and needs and desires.

Nazar Khan
Nazar Khan
Co-Founder, CTO & Board Member at TeraWulf

And so having the experience of going through that design process, understanding what those different configurations look like, what they need, and being able to deliver solutions to our customers comes through as well. We've been through this process now both with Core forty two as well as with FluidStack and Google now. And so I think people see that as they're thinking through and figuring out how to deploy various types of technology, we are a very good partner to work with, especially on the electrical side delivering that capacity. And Sean probably has a few other things to add.

Sean Farrell
Sean Farrell
COO at TeraWulf

Yeah, good morning. I would just add to what Nadir said. A lot of the contractors we've had on-site have been there for four years. So maintaining the workforce at Lake Mariner has been a huge benefit for our deployment at this site. So rolling them from CB1, CB2, CB3 and so on has really been the momentum that we've kept at the site.

Sean Farrell
Sean Farrell
COO at TeraWulf

We've also had huge lessons learned from CB1 and CB2. And also, as Najar said, we've been in detailed technical discussions with FluidStacks for the past several months on CB3. So instead of building a very wide envelope for FluidStacks deployments, we've really narrowed down on the design that meets their needs. So by doing that design and level setting us upfront, it allows us to further accelerate our construction schedules.

Paul Prager
Paul Prager
CEO, Co-Founder & Chairman at TeraWulf

And the only thing I'd want to add to that is the beauty of our bias regionally right now is that all those contractors and many of the same folks on the ground who are employees at Lake Mariner, they move right over to Cayuga when that's ready to roll. So that we're taking advantage of all those lessons learned and working with the same people as we continue to refine our efforts here. It made Cayuga far more compelling to us than just any other site.

Stephen Glagola
Director - TMT Equity Research at JonesTrading

Great. Thank you, everyone. Really helpful.

Operator

Thank you. Our next questions come from the line of Ed Engel with Compass Point. Please proceed with your questions.

Edward Engel
Crypto & Equity Research at Compass Point Research & Trading LLC

Hi. Thanks for taking the questions, and congrats on all the announcements. You just mentioned that you've been interacting with Fluid over the past couple months. I was wondering, what the involvement was with Google kind of during that whole process. Were they involved early in in those negotiations, or were they a bit more later in the process?

Edward Engel
Crypto & Equity Research at Compass Point Research & Trading LLC

And then, just kinda curious whether, I guess, GCP themselves has expressed any interest in any other sites, in your pipeline. Thanks.

Paul Prager
Paul Prager
CEO, Co-Founder & Chairman at TeraWulf

Yeah. We've been involved with Google as part of the Fluid Stack effort since very early on. It takes a while to get these things over the finish line. The deal took three to four months from beginning to end, and we've established great working relationships amongst the parties at every level of their respective organizations. Having assigned deals is more than simply having land and access to power.

Paul Prager
Paul Prager
CEO, Co-Founder & Chairman at TeraWulf

You have to finance a transaction. It's critical to the magnitude of spend, and that's why it was so important to have Google involved pretty much from the start. I think Google taking 8% of our company is not simply about doing a deal, but they want to be a part of where we are going, given their natural need for compute. And so again, it was complicated and we've been talking about it for a long time. Anyone who's listened to Google's Q2 calls where they have substantial data center needs, given the size of their large growing cloud business.

Paul Prager
Paul Prager
CEO, Co-Founder & Chairman at TeraWulf

They have $106,000,000,000 backlog. They have acquired substantial quantities of third party data center space. And their backstopping in the transaction provides Google with a lower expected cost than a guaranteed value. And since in the unlikely event that Google steps in for FluidStack, due to the backstop, Google would likely add the facilities to their data center portfolio. They were instrumental in helping us get this deal done and very welcome partners.

Edward Engel
Crypto & Equity Research at Compass Point Research & Trading LLC

That's great color. Thanks. And then you also mentioned that there is early termination protections with Google. Can you talk about some of those conditions, just assuming that they're performance related? And then just one quick follow-up.

Edward Engel
Crypto & Equity Research at Compass Point Research & Trading LLC

For the thirty day option that's still be considered, would that also include more warrants to Google as well, or is that just a one time thing?

Paul Prager
Paul Prager
CEO, Co-Founder & Chairman at TeraWulf

Maybe I'll start and then we'll go to you, Naz, on the walk away concerns, which we don't really have. But I would expect that, a, I have a high degree of hopes with respect to the option and the extension of additional capacity. And all parties have worked in good faith to come to the realization that that's a good thing. And I would imagine that the terms will be very similar, as Carrie pointed out earlier, and that Google's backstop and equity participation would be part and parcel of that. So feel pretty good about that.

Paul Prager
Paul Prager
CEO, Co-Founder & Chairman at TeraWulf

Nas, do you want to address the notion of SLA penalties or walk away considerations?

Nazar Khan
Nazar Khan
Co-Founder, CTO & Board Member at TeraWulf

I mean, the terms are of the specific terms are fairly confidential. That being said, the arrangement has what I would call usual SLAs around performance and delivery. We have worked very closely with the Fluid Stack and Google teams to ensure that both of those items from on the performance side, the design really incorporates the number of things that they're looking for. So the window operational ranges is fairly tight. And second, on the delivery, there is a fairly robust schedule kind of supporting that. Then again, if you look at what we've done with Core 42, we had similar provisions within that agreement. We have an obligation to deliver capacity on a certain timeline, and we've been doing that on schedule and on budget.

Edward Engel
Crypto & Equity Research at Compass Point Research & Trading LLC

Great. Thanks for the color, and congrats again, everyone.

Nazar Khan
Nazar Khan
Co-Founder, CTO & Board Member at TeraWulf

Thank you.

Operator

Thank you. Our last questions will come from the line of Bill Papanastasiou with KBW. Please proceed with your questions.

Bill Papanastasiou
Vice President at Keefe, Bruyette & Woods (KBW)

Yeah, good morning. Thanks for taking my questions and congrats on this deal. I think most of the analysts went through a lot of the questions. But with respect to the Cayuga site, it appears capacity will be coming online in the '6. Curious to hear your thoughts on how management is thinking about diversifying the tenant base, if that's a consideration?

Bill Papanastasiou
Vice President at Keefe, Bruyette & Woods (KBW)

Or now that you have the two partners in your pocket, will you continue to scale hand in hand? Thanks.

Paul Prager
Paul Prager
CEO, Co-Founder & Chairman at TeraWulf

Yeah, hi, it's Paul. I've been telling everybody for the last three to six months, we need to land a new customer and expand our capacity. We've done that. But in doing so, we've seen a tremendous amount of demand from multiple parties. I think we ended up in a great transaction here with world class partners.

Paul Prager
Paul Prager
CEO, Co-Founder & Chairman at TeraWulf

And we want to grow with them and meet their needs. But we have had significant real interest expressed by other quality customers. And we're going to continue to engage with all those parties as we look to grow. We think that's prudent. At this point, we're really grateful for the confidence and trust FluidStack and Google have demonstrated in us right now and really want to get going on that and then focus on CB5.

Paul Prager
Paul Prager
CEO, Co-Founder & Chairman at TeraWulf

And then could see who the right customer is for Cayuga. Demand is real. It's unbelievably powerful right now. So we're excited about the opportunity, but we're most grateful for the contracts that we've announced today and the future of this partnership.

Bill Papanastasiou
Vice President at Keefe, Bruyette & Woods (KBW)

Appreciate that color and look forward to seeing you guys execute in the road ahead. Thanks.

Operator

Thank you. Ladies and gentlemen, that does conclude the question and answer session. And with that, does bring this call to a close. We appreciate your participation. You may disconnect your lines at this time. Enjoy the rest of your day.

Executives
    • John Larkin
      John Larkin
      Director - IR
    • Paul Prager
      Paul Prager
      CEO, Co-Founder & Chairman
    • Patrick Fleury
      Patrick Fleury
      CFO
    • Nazar Khan
      Nazar Khan
      Co-Founder, CTO & Board Member
    • Kerri Langlais
      Kerri Langlais
      Chief Strategy Officer & Director
    • Sean Farrell
      Sean Farrell
      COO
Analysts
    • Mike Grondahl
      Head - Equities & Director - Research at Northland Capital Markets
    • Brett Knoblauch
      Managing Director at Cantor Fitzgerald
    • Dillon Heslin
      Research Associate at Roth Capital Partners
    • Nick Giles
      Senior Research Analyst at B.Riley Securities
    • Brian Dobson
      Managing Director at Clear Street LLC
    • Chris Brendler
      Senior Research Analyst at Rosenblatt Securities
    • Martin Toner
      MD, Institutional Research, Growth & Innovation at ATB Capital Markets
    • Stephen Glagola
      Director - TMT Equity Research at JonesTrading
    • Edward Engel
      Crypto & Equity Research at Compass Point Research & Trading LLC
    • Bill Papanastasiou
      Vice President at Keefe, Bruyette & Woods (KBW)
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