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In addition to the other information set forth in this report, you should carefully consider the factors discussed in the “Risk Factors” section contained in our Form 10-K, together with the cautionary statement under the caption “Forward-Looking Statements” included elsewhere in this Quarterly Report on Form 10-Q. These described risks are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
Risks Related to Our Data Center Strategy
Our data center projects may be subject to new or rapidly evolving regulatory frameworks, and we may face increased public scrutiny or negative publicity as a result of our data center strategy.
Data centers are increasingly scrutinized by federal, state, and local authorities, and have been subject to environmental activists and negative public perception, due to concerns regarding energy consumption, land use, carbon emissions, water usage, environmental impacts, data-sovereignty considerations and national-security-related issues. Regulators may impose new permitting requirements, energy-efficiency standards, carbon-reduction mandates, sustainability reporting rules, or operational restrictions specific to data centers, AI infrastructure, or high-density compute environments. For example, on July 14, 2026, New York State Governor Kathy Hochul signed an executive order barring the construction of new hyperscale data centers using 50 megawatts or more of power for up to one year in the state of New York. We are evaluating the scope and enforceability of the August 3, 2026 letter written by Texas Governor Greg Abbott to the Electric Reliability Council of Texas and the Public Utility Commission of Texas, which directed a comprehensive verification and audit of all data centers advancing through the interconnection process within the state before they are approved to move forward, and the earlier July temporary data center and battery energy storage system moratorium imposed by Austin County. Such governmental actions and regulations, at the federal level or by state and local governments in the States of Texas and Georgia, where our properties are located, could increase our capital expenditures, delay development timelines, limit expansion opportunities, limit projects from moving forward through commercialization, or require costly modifications to existing infrastructure. Any restrictions or new policy initiatives targeting large-scale compute operations, including those supporting AI/HPC workloads, could limit our opportunities to acquire additional properties and restrict our ability to build out our data center operations on any of our existing or future properties, which may adversely affect our data center business or limit the economic viability of our strategic diversification initiatives. Given the evolving nature of digital asset and data-center regulation, and the difficulty of predicting the outcomes of ongoing or future governmental actions, we cannot assure you that future regulatory or legislative developments will not have a material adverse effect on our business, prospects, financial condition, or operations. Even in the absence of new regulations or legislation, increased public scrutiny or negative publicity regarding the development and environmental impact of HPC data centers could harm our reputation, which may adversely affect our business, financial condition and results of operations.
We may not realize the anticipated benefits of our HPC and AI data center strategy.
Our data center strategy is in its early stages, and the success of our data center business is uncertain and may not develop as anticipated. The performance of our data center business may be affected by various factors, including the availability, reliability, and timing of power supply; increased community scrutiny of data center resource use, including land, water, and power, resulting in stricter requirements from permitting authorities; supply chain disruptions, including constraints in local labor availability; changes in tariff policies or the adoption of more restrictive trade regulations; and our ability to retain and continue to develop the specialized expertise required to operate and scale a data center business. If any of these challenges arise, or if we are otherwise unable to successfully implement or execute our data center strategy, our business, prospects, financial condition, and results of operations would be materially and adversely affected.
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To date, we have only secured one infrastructure lease agreement with a data center customer (the “Tenant”) at our Sandersville, Georgia, campus (the “Sandersville Lease”). For our data center strategy to be successful, we will need to enter into additional infrastructure lease agreements in a timely and cost-effective manner. Further, we may need to acquire additional power capacity and properties. It is uncertain whether we will be able to attract and retain additional data center customers—including hyperscalers, cloud service providers, and AI and HPC companies—to support the development and commercialization of data centers on our properties. If we are unable to secure and retain additional customers, we may be unable to monetize our current and future properties, and the anticipated benefits of our initiative may not materialize, which may materially and adversely impair our results of operations.
Building out our HPC and AI data center operations could draw resources and power away from bitcoin mining and add operational complexity.
Our strategic expansion into data center development may divert capital, personnel, infrastructure and other resources away from our existing bitcoin mining business. In particular, allocating power capacity to data center workloads may reduce the power available for bitcoin mining, which is a highly competitive and capital-intensive industry. Reduced power availability for mining could limit our ability to deploy additional hash rate at the pace of our competitors, potentially diminishing our market position and profitability. Operating multiple distinct business lines may also increase operational complexity and place additional demands on our management, technical teams, and support personnel. Managing these potentially competing priorities may strain our resources, increase the risk of operational inefficiencies, and negatively affect our overall performance, strategic execution, and financial results. Any such developments could materially and adversely affect our business, prospects, financial condition, and results of operations.
Our existing contract with the Tenant and any future contracts with HPC data center customers could subject us to significant liability.
We have entered into the Sandersville Lease with the Tenant, and aim to enter into additional, similar agreements with other tenants, pursuant to which we provide data center space, power, environmental controls, physical security and connectivity products to our HPC data center customers. These contracts typically contain indemnification and liability provisions, in addition to service level commitments, which could potentially impose a significant cost on us in the event of losses arising out of certain breaches of such agreements, services to be provided by us or our subcontractors or from third-party claims. HPC data center customers increasingly are looking to pass through their regulatory obligations and other liabilities to their outsourced data center providers, and we may not be able to limit our liability or damages in an event of loss suffered by such customers, whether as a result of our breach of an agreement or otherwise. If such an event of loss occurred, we could be liable for material monetary damages and could incur significant legal fees in defending against such an action, which could adversely affect our financial condition and results of operations.
We may enter into lease agreements, such as the Sandersville Lease, for HPC data center facilities prior to their development. If we fail to complete the facilities in a timely manner, the customer may be entitled to terminate its agreement, seek damages or penalties against us or pursue other remedies and we may be required to find a new customer for the space. If we are not able to complete an HPC data center in a timely manner, if development costs are higher than we currently estimate, our financial condition, results of operations and cash flow could be materially adversely affected.
Additionally, a customer’s decision to lease space and power at our facilities typically involves a significant commitment of resources and due diligence on the part of our customers regarding the adequacy of our facilities. As a result, in the future we may expend significant time and resources in pursuing a particular transaction that may not result in revenue. Economic conditions, including market downturns and the implementation of new tariffs and more restrictive trade regulations may impact customers’ ability to plan future business activities, which could cause customers to slow spending or delay decision making. Our inability to adequately manage the risks associated with these developments may adversely affect our business, financial condition and results of operations.
We may be unable to timely achieve the financing, construction and delivery milestones required under the Sandersville Lease, which could result in rent abatements or termination of the Sandersville Lease.
The Sandersville Lease requires us to satisfy specified financing, construction and delivery milestones, as well as other covenants and conditions. Although deliveries under the Sandersville Lease are expected to begin in the fourth quarter of 2027, our ability to meet that schedule depends on numerous factors, many of which are outside our control, including our ability to obtain financing for and complete the construction of the Sandersville data center project on time.
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Completion of the Sandersville project requires substantial specialized equipment, which may not be obtained on a timely basis. Supply chain constraints, long lead times, price increases and competition from other developers and operators, many of which may have greater resources than we do, could impair our ability to procure equipment when needed and on acceptable terms. Any inability to obtain required equipment on a timely and cost-effective basis could delay construction, increase our costs, jeopardize our ability to satisfy our milestones under the Sandersville Lease, and adversely affect the returns we expect from the project.
The completion of the Sandersville data center project also depends on obtaining necessary regulatory approvals and on the availability of adequate electrical power. Delays or failures in obtaining required approvals, or a lack of sufficient power capacity, could delay or prevent completion of the project and cause us to miss our milestones under the Sandersville Lease. In addition, following the completion of construction, the project depends on the ongoing supply of electrical power, and any interruptions in that supply could disrupt the Tenant’s operations, expose us to liability or reduced revenue, and adversely affect our relationship with the Tenant. Although the Sandersville campus was selected in part for its access to reliable, low-cost power, there can be no assurance that adequate power will remain available on acceptable terms or without interruption throughout the term of the Sandersville Lease.
Further, we are dependent on a third party to lead the development of the Sandersville project, and we are subject to risks related to the performance of such third party and the third party’s personnel and suppliers. If the third party or its personnel or suppliers fail to perform their obligations in a timely and satisfactory manner, or at all, we may experience delays or cost overruns and may be unable to satisfy our construction and delivery milestones under the Sandersville Lease. Our reliance on a third party for a project of this scale and complexity reduces our direct control over the timing, quality and cost of the work, and any deficiency in the third party’s performance could have a material adverse effect on our business, financial condition and results of operations.
If we fail to timely satisfy applicable milestones due to any of the risks and uncertainties discussed above, the consequences could include rent abatements and/or termination of the Sandersville Lease. Any such rent abatement would reduce the revenue we expect to derive from the project, and a termination of the Sandersville Lease would deprive us of the substantial contracted revenue on which our development plans and financing arrangements are premised, either of which could have a material adverse effect on our business, financial condition, results of operations and our ability to service our existing indebtedness.
We will need to raise substantial additional capital to fund the development of the Sandersville project, and such capital may not be available on favorable terms or at all.
We will need to raise substantial additional capital to fund the significant capital expenditures we expect to incur to develop and construct data center infrastructure at the Sandersville Campus in accordance with specified delivery milestones. Our ability to raise such capital depends on conditions in the capital and credit markets, our financial performance and other factors, many of which are beyond our control, and additional financing may not be available to us on acceptable terms, or at all. If we are unable to raise the capital necessary to fund the project on a timely basis, we may be unable to satisfy our construction and delivery milestones under the Sandersville Lease, which could result in rent abatements or termination of the Sandersville Lease and could materially and adversely affect our business and financial condition.
We expect to seek substantial debt financing at the parent and/or subsidiary level, which could also include additional equity or equity-linked financing, in connection with the Sandersville Lease and future data center projects, and incurring any such indebtedness may increase our leverage and debt service obligations, and may also contain covenants that restrict our operating and financial flexibility. A high level of indebtedness could make it more difficult for us to satisfy our obligations under our existing and future indebtedness, limit our ability to obtain additional financing, and increase our vulnerability to adverse economic and industry conditions. There can be no assurance that we will generate sufficient cash flow, including from the contracted revenue under the Sandersville Lease, to service such indebtedness.
Even if we are able to raise sufficient capital to fund the development of the Sandersville project and any other data center initiatives, we must carefully evaluate and effectively manage capital expenditures and operating results. However, we may be unable to accurately project our future capital needs or sufficiently allocate resources to address such needs. If we underestimate these capital requirements, we may not be able to complete development of the Sandersville project or any future data center project, both of which would materially and adversely impair our results of operations.
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Changes in AI and HPC infrastructure needs could reduce the demand for, and value of, the Sandersville project.
Our expectations regarding the Sandersville project are based in part on current trends in AI and HPC infrastructure demand. The market for data center infrastructure supporting AI and HPC workloads is rapidly evolving, and changes to AI and HPC infrastructure needs, including changes in technology, computing architectures, customer requirements and industry demand, could adversely affect the value of the project and the demand for the infrastructure we are developing. If the demand for AI and HPC data center capacity does not develop as we expect, or declines, the assumptions underlying the Sandersville Lease and our broader land-and-power strategy may prove incorrect, which could adversely affect our results of operations and prospects.
Our expectations regarding future revenue and net operating income from the Sandersville project may not be realized.
Our estimates regarding the future revenue and net operating income generated by Sandersville Lease are based on numerous assumptions regarding timing, costs, financing, the performance of a third party, power availability, the exercise of extension options and other matters, including the risks and uncertainties discussed above, many of which are beyond our control. Further, the extension options of the Sandersville Lease are exercisable at the Tenant’s discretion, and if the Tenant elects not to exercise them, we would not realize the incremental contracted revenue associated with the extension periods, and our long-term returns from the project would be correspondingly reduced. As such, there is no certainty that our expectations of future revenue and net operating income growth will be realized. Actual results may differ materially from our estimates, and investors should not place undue reliance on them. If the anticipated revenue and net operating income from the Sandersville project are not realized, our ability to service and repay our existing and future indebtedness could be adversely affected.