Ionic Digital Q3 2026 Earnings Call Transcript

Key Takeaways

  • Positive Sentiment: Ionic reported $49 million in third-quarter revenue and $35 million in adjusted EBITDA, and reaffirmed its 2026 outlook, including midpoint revenue of $192.5 million and adjusted EBITDA of $140 million.
  • Positive Sentiment: The company says ERCOT provisionally classified Ward County’s 466 MW request under Baseload Pathway B, and it plans to market 377 MW of remaining capacity; it also has 112 MW of energized power across four Midland sites and says tenant interest there has strengthened.
  • Positive Sentiment: Ionic ended the quarter debt-free with approximately $628 million of liquidity and has since sold 737 Bitcoin for about $62 million to help fund development. Management says the existing lease provides significant contracted cash flow and financing capacity.
  • Negative Sentiment: Texas’s governor-elect has said she intends to pause new data centers pending legislative rules, creating uncertainty around future development even though Ionic believes Ward County’s existing-project status may distinguish it. The company said it does not yet know how the new administration’s policies will affect its projects.
  • Negative Sentiment: Timing for monetizing Ward County’s uncontracted capacity remains uncertain: management said a turnkey development could begin generating revenue in early 2028, while a powered-shell approach could still support a late-2027 timeline. The company is prioritizing strong counterparties and cost and schedule protections over speed.
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Earnings Conference Call
Ionic Digital Q3 2026
00:00 / 00:00

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Operator

Good day, and welcome to Ionic Digital's third quarter 2026 earnings call. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question-and-answer session. To ask a question, you will need to press star one one on your touch-tone telephone. Please note, this call is being recorded. I would like to turn the call over to Hannah Stuckey, Director of Investor Relations. Please go ahead.

Hannah Stuckey
Director of Investor Relations at Ionic Digital

Good afternoon, and welcome to Ionic Digital's third quarter 2026 earnings call. With me today, we have Chief Executive Officer Andy Stewart and Chief Financial Officer Chris Hickman. Before we begin, a brief reminder. Statements made on today's call, in our presentation, and in our press release contain forward-looking statements. Actual results may differ materially. These statements are subject to the risks described in the risk factor section of our prospectus and our subsequent filings with the SEC, which you should read in full. We undertake no obligation to update these forward-looking statements except as required by law. For additional information on non-GAAP financial measures discussed on today's call, please refer to the reconciliations to the most directly comparable GAAP measures. These reconciliations are available in today's earnings release and investor presentation, both of which can be found on the investor relations section of our website.

Hannah Stuckey
Director of Investor Relations at Ionic Digital

With that, I'll turn the call over to Andy.

Andy Stewart
CEO at Ionic Digital

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

Andy Stewart
CEO at Ionic Digital

When we spoke on our first earnings call in August, we had just completed our direct listing, energized the first data hall at Ward County, and started collecting cash rent on the Nscale lease. Those milestones provide a strong cash-flowing foundation, and in the three months since, our conversations with prospective tenants have sharpened our view on what customers value most. When customers choose a site today, we believe they are weighing three things, whether the power will be there on time, whether the developer is reliable, and increasingly, the strength of the developer's balance sheet. We believe Ionic offers all three. Before moving on, I'd like to spend a moment on what we've seen in the market since August. Demand for AI capacity remains strong, but this quarter, we began to see how far apart announcing capacity and energizing it can be.

Andy Stewart
CEO at Ionic Digital

Power timelines have moved on a number of projects, and ERCOT's process has pushed tenants to look much harder at which sites have a real path to power. We believe that scrutiny works in our favor. Our 466 MW request at Ward County received provisional classification under Baseload Pathway (b) in ERCOT's Batch Zero process, and our Midland sites are already energized. At Ward County, we already have 323 gross megawatts under contract with Nscale, and beyond that, we have a pipeline of approximately 500 gross megawatts of near-term grid power to bring to market across Ward County and Midland. We also have the flexibility to fund this development with a debt-free balance sheet, approximately $630 million of liquidity, and a financeable cash-flowing lease on 234 MW, with a lease guaranteed by NVIDIA for the first five years and Microsoft as the ultimate customer.

Andy Stewart
CEO at Ionic Digital

Lastly, we've built a team with decades of experience designing, developing, and contracting data centers. Today's leading GPU platforms are pushing power densities into the hundreds of kilowatts per rack range and moving to direct-to-chip liquid cooling. Our development team brings deep mechanical and electrical engineering expertise, along with hands-on experience delivering and operating mission-critical facilities, and we're leveraging that experience to anticipate and manage risk. Turning now to the landscape in Texas. Yesterday's election brings a new administration to Austin in January. The governor-elect has said she intends to pause new data centers until the legislature sets new rules. We don't know yet what exactly that will look like. What we do know is where our project sits. As I mentioned, ERCOT provisionally classified our Ward County expansion as Baseload Pathway (b).

Andy Stewart
CEO at Ionic Digital

That pathway is for existing projects that have already achieved initial energization, and that distinction could help set us apart from new projects. We executed an agreement with our TSP in 2021 for 700 MW. It's been carried in transmission planning projects since 2023, and our TSP has since made transmission upgrades to its system, partially underwritten by our 700 MW. Advancing our project would ensure those investments are recovered as planned rather than burdening other ratepayers. We'll work constructively with the incoming administration, the legislature, and local officials as the rules get written, as we continue to support the responsible development of data centers in Texas. Of the incremental capacity expected at Ward, 89 MW are already contracted with Nscale, which will add a full-year run rate GAAP revenue of $72 million at triple net terms when the power is delivered.

Andy Stewart
CEO at Ionic Digital

That leaves 377 gross megawatts available for development at Ward. We've already had numerous conversations with interested customers, and in the coming weeks, we plan to launch a formal targeted marketing process for that capacity. As we've previously disclosed, Nscale holds a right of first refusal on this capacity. However, I want to be clear, it is a right of first refusal, not a call option, and it doesn't lock us into a specific price. Nscale can retain the capacity only by meeting or exceeding every term of the best offer we receive. Before ERCOT's verification process began, we had expected our marketing process to be a little further along. While the audit has shifted the timeline a bit, we have not slowed down on pre-development work, including test fits and vendor planning. That work allows us to move quickly once a contract is signed.

Andy Stewart
CEO at Ionic Digital

Our vision has always been to develop Ward County into a high-performance data center campus with high-quality counterparties. Turning to Midland, we have four sites with 112 MW of energized grid power today, ranging from 12 MW-50 MW each. With immediate access to power and a variety of capacities, we believe this opens these sites to a broader set of customers with a wider range of use cases. Most of our work at Midland this year has been around the land itself, preparing each site to support a long-term data center development rather than a mining operation. We've made meaningful progress, and based on our conversations with prospective tenants, we still expect to move these sites off Bitcoin mining over the next six to 12 months. We'll continue to operate with urgency, but also with discipline. Available grid power in 2027 is scarce.

Andy Stewart
CEO at Ionic Digital

We believe taking the time to get the right counterparty on the right terms will create the most value for shareholders. That brings me to how we are evaluating these opportunities. We look at every opportunity the same way, the return on the capital we invest and the total value we can create relative to our cost of capital and the risk we take on. In assessing that risk, we look closely at the quality of the counterparty, the length and credit support of the contract, and protection against construction cost overruns. The structure we choose for each site is a big part of that equation. In a powered shell, as shown on page four of the latest investor presentation, we deliver the building and the power, and the tenant funds the fit-out.

Andy Stewart
CEO at Ionic Digital

In a turnkey or built-to-suit structure, we also deliver the mechanical, electrical, and plumbing in exchange for higher rent. We work collaboratively with our customers to turn high-level requirements into a verified fixed basis of design. If the customer still defines its needs, we start from reference designs we've already developed. Locking in the design before we build takes more time upfront, but it's one of the ways we reduce risk on schedule and cost. It's also why we've been deliberate about when we commit and what we announce. As customers, vendors, and partners look harder at the people behind the project, we believe that experience matters more today than ever. Our team has deep experience with both models, and being able to offer either one is an advantage in our conversations.

Andy Stewart
CEO at Ionic Digital

Finally, beyond Texas, our longer-term strategy is focused on developing sub-100 MW sites in and around major metros, where we expect inference and AI demand to grow. As AI moves from training models to running them, demand is shifting towards inference and agentic workloads. These workloads need different-sized data center developments, typically 25 MW-75 MW, but in all cases, below the local utility's large load threshold. Many enterprise customers are also looking for sovereign solutions that keep proprietary data under their control. That's the market we intend to serve, and it's a natural extension of what the team has done for decades. Before I hand it to Chris, a brief word on shareholder engagement.

Andy Stewart
CEO at Ionic Digital

Engaging with our shareholders is an important part of how we run Ionic, and we believe we are well-aligned with them on our strategy to become a pure play, high-performance computing and AI data center developer, choosing the best risk-adjusted opportunities and successfully executing on them to maximize long-term value. Our board and management team share that focus, and it guides every capital allocation decision we make. Today, that means capturing the significant value we see in approximately 500 MW at Ward County and Midland that we expect to commercialize. As I wrap up, I come back to where I started. Our top priority is putting the remaining capacity at Ward County and Midland under contract, and the work we did this quarter moved us meaningfully closer to that.

Andy Stewart
CEO at Ionic Digital

We have contracted cash flow and revenue, a power position that is held up under a much closer review, and a balance sheet that lets us be selective, and a team with the experience to execute. I believe that combination positions Ionic to create significant long-term value for shareholders. Now with that, I'll turn the call over to Chris.

Chris Hickman
CFO at Ionic Digital

Thanks, Andy. Good afternoon, everyone. As we prepare for potential development across our sites, we are well-positioned with a clean balance sheet and significant liquidity. First, I'll start with our third quarter results on page five. Total revenue in the third quarter was $49 million, with digital infrastructure leasing contributing approximately 90% or $44 million, and Bitcoin mining contributing $5 million. Gross profit was $39 million, and adjusted gross profit was $44 million, for an adjusted gross margin of 89%. That margin is driven by our digital infrastructure segment, with margins of 99%, reflecting the triple net structure of the Nscale lease, in which the tenant is responsible for operating costs, taxes, insurance, and maintenance. Our mining segment was approximately break-even at the gross margin level, reflecting higher power costs from typical late summer seasonality. We expect mining margins to continue near break-even levels.

Chris Hickman
CFO at Ionic Digital

Turning to expenses, G&A was $26 million in the quarter. That included $12 million of non-recurring costs associated with our direct listing and $5 million of non-cash stock-based compensation expense. Excluding those two items, G&A was approximately $9 million in the quarter. We remain disciplined on overhead while ensuring we have the capabilities to execute against our contracted base and our growth pipeline. We reported net income of $17 million for the quarter, or $0.38 per diluted share. Two large non-cash items mostly offset each other. First, a $73 million gain on the fair value of our Bitcoin, and second, a $66 million charge from the increase in fair value of the warrants issued in our June private placement. Adjusted EBITDA was $35 million with a 71% margin. Year-to-date, Adjusted EBITDA was $108 million.

Chris Hickman
CFO at Ionic Digital

Capital expenditures were $7 million in the quarter, primarily related to equipment for the ongoing substation expansion at Ward County. While year-to-date CapEx is only $14 million, we expect capital spending for our substation upgrade and pre-development work at Ward County to increase in the fourth quarter and extending into 2027. For the full year 2026, we are reaffirming our prior outlook as shown on page six and continuing to expect at the midpoint revenue of $192.5 million, comprised of digital infrastructure leasing revenue of $175 million and Bitcoin mining revenue of $17.5 million. The midpoint of the expected range for Adjusted EBITDA remains $140 million, and capital expenditures remains between $45 million and $60 million.

Chris Hickman
CFO at Ionic Digital

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

Chris Hickman
CFO at Ionic Digital

We expect cash rent of approximately $23 million in the fourth quarter, approximately $30 million for the full year 2026, and $135 million in 2027, reaching an annualized run rate of $183 million by February 2028 before escalators kick in. This timing does not depend on when the data halls become operational for the end customer. However, Nscale's first data hall is energized and operational, and the remaining buildings are advancing. Once the 89 MW expansion is delivered, it is expected to add approximately $7 million of annualized revenue, bringing the total cash revenue run rate to approximately $250 million across 323 MW before escalators. Moving to the balance sheet on page eight. Recent market volatility has reinforced the importance of balance sheet strength, disciplined capital allocation, and flexibility.

Chris Hickman
CFO at Ionic Digital

We ended the quarter with no debt outstanding, $381 million in cash, and 2,954 Bitcoin valued at $247 million for total liquidity of approximately $628 million. With development spending expected to ramp in 2027, we have begun converting some of our Bitcoin to cash. Since the end of the quarter, we have sold approximately 25% of our holdings, or 737 Bitcoin, for net proceeds of approximately $62 million. On a pro forma basis, that brings our cash to $443 million and our remaining Bitcoin to $185 million based on September 30th prices. As we have said, Bitcoin is part of our liquidity today, but it is not a long-term strategic holding strategy. We intend to continue to monetize it to fund development and other strategic initiatives, with timing driven by our expected capital needs.

Chris Hickman
CFO at Ionic Digital

Looking ahead, our balance sheet gives us flexibility in how we fund the next phase of growth. Our existing lease is triple net and cash flowing with approximately $1.8 billion of remaining contracted revenue and rent guaranteed by NVIDIA for the first five years. Once the incremental 89 MW are delivered in 2027, the remaining contracted revenue grows to approximately $2.5 billion. Together, we believe this provides ample financing capacity to support future development. For that development, we will set the financing structure once a tenant is signed. It will depend on the contract, the counterparty, and the terms we negotiate, and we will stay focused on protecting our balance sheet and raising capital responsibly. To sum up, cash is ramping as scheduled, and with substantial liquidity and no debt, we are excited to be pursuing our next opportunities from a position of strength.

Chris Hickman
CFO at Ionic Digital

With that, Michelle, we can open the line for questions.

Operator

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

Derrick Whitfield
Derrick Whitfield
Analyst at Texas Capital

Good afternoon, and thanks for taking my questions.

Chris Hickman
CFO at Ionic Digital

Sure. Hi, Derrick.

Derrick Whitfield
Derrick Whitfield
Analyst at Texas Capital

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

Andy Stewart
CEO at Ionic Digital

Derrick, thanks for the question. We really don't know. It would happen prior to the new administration taking over, so there's a high likelihood, high probability that they continue on with their path and determine that. What happens in January, I think, is still very much to be determined.

Derrick Whitfield
Derrick Whitfield
Analyst at Texas Capital

Fair enough.

Andy Stewart
CEO at Ionic Digital

But importantly, one thing, I think we highlighted this in our prepared remarks, we had not disclosed previously, is that ERCOT designated us as Batch Zero Pathway (b), which is an important distinction, and one, shows that our site is already energized. It is not a new site, it is an existing site. And two, the Pathway (b) is a higher priority level within ERCOT's overall framing.

Derrick Whitfield
Derrick Whitfield
Analyst at Texas Capital

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

Andy Stewart
CEO at Ionic Digital

No, I think it comes all the way back to our consistent focus on risk-adjusted returns. If we are going to undertake a $3.5 billion, $4 billion turnkey data center development in Ward County, we are going to have to have a really strong credit counterparty in order to do that. So, that has always been the case and the focus for us, given the level of capital that would be required there.

Derrick Whitfield
Derrick Whitfield
Analyst at Texas Capital

Terrific. Thanks, guys. I appreciate it.

Chris Hickman
CFO at Ionic Digital

Thanks, Derrick.

Operator

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

Gregory Lewis
Gregory Lewis
Analyst at BTIG

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

Andy Stewart
CEO at Ionic Digital

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

Gregory Lewis
Gregory Lewis
Analyst at BTIG

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

Andy Stewart
CEO at Ionic Digital

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

Gregory Lewis
Gregory Lewis
Analyst at BTIG

All right. Thank you very much.

Operator

Thank you. Our next question comes from Jon Petersen with Jefferies. Your line is open.

Jon Petersen
Jon Petersen
Analyst at Jefferies

Oh, great. Thank you. Of the 377 MW in Ward County, you mentioned on slide three that you expect it to be energized by late 2027, but I mean, I guess given that we're late 2026 right now and you're still marketing the site, like realistically, when could that site actually turn into top-line revenue for you guys?

Andy Stewart
CEO at Ionic Digital

Yeah. We are doing everything we can to get that revenue on as soon as possible. I think that given the counterparties we're talking to, the size and complexity of the data centers that are required to be built, that is an early 2028 monetization to be realistic and practical. We very much focus on, obviously, we want to get the contract signed, we want to have all the development done, but we are going to be very pragmatic in terms of getting that contract executed and make sure we don't come to a situation where there are material cost overruns or material delays in the RFS date. When we sign a contract and tell our shareholders about it, we want to be able to have absolute confidence that's what we're going to deliver. As a result, that extends that timeline just a little bit.

Chris Hickman
CFO at Ionic Digital

Yeah, and I would say that, Jon, this is Chris. I think that kind of creep into 2028 is tied with the turnkey development. There is still visibility to getting a powered shell done by the end of the year. Being that both options are still on the table with where we are with conversations with our customers, we're not abandoning the 2027, and our focus is on trying to make sure that we mitigate gap between when the power shows up and when that contract is commercialized and revenue generating. Because we still believe we can get a powered shell structure there, that's where that late 2027 comment on that slide comes from.

Jon Petersen
Jon Petersen
Analyst at Jefferies

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

Chris Hickman
CFO at Ionic Digital

Well, we have a tremendous starting point with our balance sheet, so we are really excited about that. I would not say that it changes necessarily how we view it, because we have plenty of capacity with a debt-free balance sheet and over $600 million of liquidity as our starting point, and a financeable existing lease with the Nscale lease on the 234 MW, given the NVIDIA guarantee and the Microsoft offtake. So we are starting from a great spot. The cost of capital has certainly changed, but we look at this with a view on long-term cost of capital under long-term ownership as well. We believe that with the right counterparty as well, cost of capital is certainly much more stable and durable than some of the riskier customers that are in the market right now.

Jon Petersen
Jon Petersen
Analyst at Jefferies

Makes sense. All right, thanks for the color. Appreciate it.

Chris Hickman
CFO at Ionic Digital

Yeah. Thanks, Jon.

Operator

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

Joseph Vafi
Joseph Vafi
Analyst at Canaccord Genuity

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

Andy Stewart
CEO at Ionic Digital

Yeah, no, Joe, thanks for the question. We have engaged in significant community outreach and anticipate doing more. We've met with local county officials, the local county judge, state representatives that are still in office in the next term. Our message has always been that we are the operators that do things the right way, that we want to make sure that we have the community with us, that they have a seat at the table, and we can make sure we hear their voice. We will frankly be doubling down on that community outreach going forward as well. We think it can be not only a differentiator for how we're viewed, but importantly increase our ability to get these deals executed, done well. So, we're spending more and more time on that right now, investing in it.

Andy Stewart
CEO at Ionic Digital

We've brought in a number of different advisors that are certainly helping on that front as well, and that'll be a kind of a core part of our mission going forward.

Chris Hickman
CFO at Ionic Digital

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

Joseph Vafi
Joseph Vafi
Analyst at Canaccord Genuity

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

Chris Hickman
CFO at Ionic Digital

Yeah. Thanks, Joe.

Operator

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

Andy Stewart
CEO at Ionic Digital

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

Operator

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

Executives
    • Hannah Stuckey
      Director of Investor Relations
    • Andy Stewart
      CEO
    • Chris Hickman
      CFO
Analysts