Document And Entity Information
Document And Entity Information | Dec. 31, 2023 |
Document And Entity Information Abstract | |
Document Type | 8-K |
Document Period End Date | Dec. 31, 2023 |
Entity File Number | 001-33675 |
Entity Registrant Name | Riot Platforms, Inc. |
Entity Tax Identification Number | 84-1553387 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | 3855 Ambrosia Street |
Entity Address, Address Line Two | Suite 301 |
Entity Address, City or Town | Castle Rock |
Entity Address, State or Province | CO |
Entity Address, Postal Zip Code | 80109 |
City Area Code | (303) |
Local Phone Number | 794-2000 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock |
Trading Symbol | RIOT |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | false |
Entity Central Index Key | 0001167419 |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 597,169 | $ 230,328 |
Accounts receivable, net | 24,706 | 26,932 |
Contract assets, including retainage of $3,166 and $3,012, respectively | 15,359 | 19,743 |
Prepaid expenses and other current assets | 29,107 | 32,661 |
Bitcoin | 311,178 | 109,420 |
Derivative asset, current portion | 30,781 | |
Future power credits, current portion | 271 | 24,297 |
Total current assets | 1,008,571 | 443,381 |
Property and equipment, net | 704,194 | 692,555 |
Deposits | 215,009 | 42,433 |
Finite-lived intangible assets, net | 15,697 | 21,477 |
Derivative asset, less current portion | 73,437 | 97,497 |
Operating lease right-of-use assets | 20,413 | 21,673 |
Future power credits, less current portion | 638 | 638 |
Other long-term assets | 13,121 | 310 |
Total assets | 2,051,080 | 1,319,964 |
Current liabilities | ||
Accounts payable | 23,157 | 18,445 |
Contract liabilities | 4,073 | 8,446 |
Accrued expenses | 62,628 | 65,464 |
Deferred gain on acquisition post-close dispute settlement | 26,007 | |
Deferred revenue, current portion | 2,458 | 2,882 |
Contingent consideration liability - future power credits, current portion | 271 | 24,297 |
Operating lease liability, current portion | 2,421 | 2,009 |
Total current liabilities | 121,015 | 121,543 |
Deferred revenue, less current portion | 15,801 | 17,869 |
Operating lease liability, less current portion | 18,924 | 20,242 |
Contingent consideration liability - future power credits, less current portion | 638 | 638 |
Other long-term liabilities | 6,680 | 8,230 |
Total liabilities | 163,058 | 168,522 |
Commitments and contingencies - Note 17 | ||
Stockholders' equity | ||
Preferred stock, no par value, 15,000,000 shares authorized: | ||
2% Series A Convertible Preferred stock, 2,000,000 shares authorized; no shares issued and outstanding as of December 31, 2023 and December 31, 2022 | ||
Common stock, no par value; 340,000,000 shares authorized; 230,836,624 and 167,751,112 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively | 2,687,692 | 1,907,784 |
Accumulated deficit | (799,820) | (756,342) |
Accumulated other comprehensive income (loss), net | 150 | |
Total stockholders' equity | 1,888,022 | 1,151,442 |
Total liabilities and stockholders' equity | $ 2,051,080 | $ 1,319,964 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) $ in Thousands | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares |
Contract assets, retainage | $ | $ 3,166 | $ 3,012 |
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0 | $ 0 |
Preferred stock, shares authorized | 15,000,000 | 15,000,000 |
Common stock, par value (in Dollars per share) | $ / shares | $ 0 | $ 0 |
Common stock, shares authorized | 340,000,000 | 340,000,000 |
Common stock, shares issued | 230,836,624 | 167,751,112 |
Common stock, shares outstanding | 230,836,624 | 167,751,112 |
Convertible Preferred Stock Series AMember | ||
Preferred stock convertible conversion ratio | 2 | 2 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Convertible Preferred Stock Series BMember | ||
Preferred stock convertible conversion ratio | 0 | 0 |
Preferred stock, shares authorized | 1,750,001 | 1,750,001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue: | |||
Total revenue | $ 280,678 | $ 259,171 | $ 213,243 |
Costs and expenses: | |||
Acquisition-related costs | 78 | 21,198 | |
Selling, general, and administrative | 100,346 | 67,452 | 87,429 |
Depreciation and amortization | 252,354 | 107,950 | 26,324 |
Change in fair value of Bitcoin | (184,734) | ||
Change in fair value of derivative asset | (6,721) | (71,418) | (12,112) |
Power curtailment credits | (71,215) | (27,345) | (6,514) |
Change in fair value of contingent consideration | (159) | 975 | |
Realized gain on sale of Bitcoin | (30,346) | (253) | |
Loss (gain) on sale/exchange of equipment | 5,336 | (16,281) | |
Casualty-related charges (recoveries), net | (5,974) | 9,688 | |
Impairment of Bitcoin | 147,365 | 43,973 | |
Impairment of goodwill | 335,648 | ||
Impairment of miners | 55,544 | ||
Total costs and expenses | 343,725 | 771,872 | 243,113 |
Operating income (loss) | (63,047) | (512,701) | (29,870) |
Other income (expense): | |||
Interest income (expense) | 8,222 | 454 | (296) |
Realized loss on sale of marketable equity securities | (8,996) | ||
Realized gain on sale/exchange of long-term investment | 26,260 | ||
Unrealized gain (loss) on marketable equity securities | (13,655) | ||
Other income (expense) | 260 | (59) | 2,378 |
Total other income (expense) | 8,482 | (8,601) | 14,687 |
Net income (loss) before taxes | (54,565) | (521,302) | (15,183) |
Current income tax benefit (expense) | 48 | (789) | (254) |
Deferred income tax benefit (expense) | 5,045 | 12,538 | |
Total income tax benefit (expense) | 5,093 | 11,749 | (254) |
Net income (loss) | $ (49,472) | $ (509,553) | $ (15,437) |
Basic net income (loss) per share (in Dollars per share) | $ (0.28) | $ (3.65) | $ (0.17) |
Diluted net income (loss) per share (in Dollars per share) | $ (0.28) | $ (3.65) | $ (0.17) |
Basic weighted average number of shares outstanding (in Shares) | 175,026,051 | 139,433,901 | 93,452,764 |
Diluted weighted average number of shares outstanding (in Shares) | 175,026,051 | 139,433,901 | 93,452,764 |
Bitcoin Mining | |||
Revenue: | |||
Total revenue | $ 188,996 | $ 156,870 | $ 184,422 |
Costs and expenses: | |||
Cost of revenues | 96,597 | 74,335 | 45,513 |
Engineering | |||
Revenue: | |||
Total revenue | 64,303 | 65,342 | 4,178 |
Costs and expenses: | |||
Cost of revenues | 60,614 | 57,455 | 3,582 |
Other | |||
Revenue: | |||
Total revenue | 27,379 | 36,959 | 24,643 |
Costs and expenses: | |||
Cost of revenues | $ 97,122 | $ 61,906 | $ 32,998 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Consolidated Statements of Comprehensive Income (Loss) | |||
Net income (loss) | $ (49,472) | $ (509,553) | $ (15,437) |
Other comprehensive income (loss): | |||
Unrealized holding gains (losses) on convertible note | 150 | ||
Comprehensive income (loss) | $ (49,322) | $ (509,553) | $ (15,437) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Preferred Stock | Common Stock | Accumulated deficit Accounting Standards Update 202308 [Member] | Accumulated deficit | AOCI Attributable to Parent | Accounting Standards Update 202308 [Member] | Total |
Balance at Dec. 31, 2020 | $ 22 | $ 506,961 | $ (231,352) | $ 275,631 | |||
Balance (in Shares) at Dec. 31, 2020 | 4,199 | 78,523,517 | |||||
Issuance of common stock/At-the-market offering, net of offering costs | $ 669,916 | 669,916 | |||||
Issuance of common stock/At-the-market offering, net of offering costs (in Shares) | 24,344,057 | ||||||
Issuance of common stock related to exercise of warrants | $ 806 | 806 | |||||
Issuance of common stock related to exercise of warrants (in Shares) | 415,657 | ||||||
Issuance of common stock for settlement of 1,257,235 warrants on a cashless basis (in Shares) | 543,686 | ||||||
Issuance of common stock in connection with the acquisition of Whinstone | $ 326,152 | 326,152 | |||||
Issuance of common stock in connection with the acquisition of Whinstone (in shares) | 11,800,000 | ||||||
Issuance of common stock in connection with acquisition of ESS Metron, LLC | $ 26,735 | 26,735 | |||||
Issuance of common stock in connection with acquisition of ESS Metron, LLC (in Shares) | 645,248 | ||||||
Issuance of common stock warrant for settlement of advisory fees | $ 1,157 | 1,157 | |||||
Conversion of preferred stock to common stock | $ (11) | $ 11 | |||||
Conversion of preferred stock to common stock (in Shares) | (2,000) | 2,000 | |||||
Stock option exercise | |||||||
Stock option exercise (in shares) | 10,286 | ||||||
Delivery of common stock underlying restricted stock units, net of shares settled for tax withholding | $ (5,082) | (5,082) | |||||
Delivery of common stock underlying restricted stock units, net of shares settled for tax withholding (in shares) | 464,021 | ||||||
Stock-based compensation | $ 68,491 | 68,491 | |||||
Net income (loss) | (15,437) | (15,437) | |||||
Balance at Dec. 31, 2021 | $ 11 | $ 1,595,147 | (246,789) | 1,348,369 | |||
Balance (in Shares) at Dec. 31, 2021 | 2,199 | 116,748,472 | |||||
Issuance of restricted stock, net of forfeitures and delivery of common stock underlying stock awards, net of tax withholding | $ (10,138) | (10,138) | |||||
Issuance of restricted stock, net of forfeitures and delivery of common stock underlying stock awards, net of tax withholding (in shares) | 13,947,829 | ||||||
Issuance of common stock/At-the-market offering, net of offering costs | $ 298,209 | 298,209 | |||||
Issuance of common stock/At-the-market offering, net of offering costs (in Shares) | 37,052,612 | ||||||
Conversion of preferred stock to common stock | $ (11) | $ 11 | |||||
Conversion of preferred stock to common stock (in Shares) | (2,199) | 2,199 | |||||
Stock-based compensation | $ 24,555 | 24,555 | |||||
Net income (loss) | (509,553) | (509,553) | |||||
Balance at Dec. 31, 2022 | $ 1,907,784 | (756,342) | 1,151,442 | ||||
Balance (in Shares) at Dec. 31, 2022 | 167,751,112 | ||||||
Issuance of restricted stock, net of forfeitures and delivery of common stock underlying stock awards, net of tax withholding | $ (14,035) | (14,035) | |||||
Issuance of restricted stock, net of forfeitures and delivery of common stock underlying stock awards, net of tax withholding (in shares) | 809,302 | ||||||
Issuance of common stock/At-the-market offering, net of offering costs | $ 761,773 | 761,773 | |||||
Issuance of common stock/At-the-market offering, net of offering costs (in Shares) | 62,206,045 | ||||||
Issuance of common stock in connection with acquisition of ESS Metron, LLC | |||||||
Issuance of common stock in connection with acquisition of ESS Metron, LLC (in Shares) | 70,165 | ||||||
Stock-based compensation | $ 32,170 | 32,170 | |||||
Net income (loss) | (49,472) | (49,472) | |||||
Other comprehensive income (loss) | $ 150 | 150 | |||||
Balance at Dec. 31, 2023 | $ 2,687,692 | $ 5,994 | $ (799,820) | $ 150 | $ 5,994 | $ 1,888,022 | |
Balance (in Shares) at Dec. 31, 2023 | 230,836,624 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity (Parentheticals) | 12 Months Ended |
Dec. 31, 2021 shares | |
Consolidated Statements of Stockholders' Equity | |
Warrants on a cashless basis | 1,257,235 |
Issuance of common stock in connection with the acquisition of ESS Metron with Held | 70,156 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating activities | |||
Net income (loss) | $ (49,472) | $ (509,553) | $ (15,437) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Stock-based compensation | 32,170 | 24,555 | 68,491 |
Depreciation and amortization | 252,354 | 107,950 | 26,324 |
Amortization of license fee revenue | (97) | (97) | (97) |
Noncash lease expense | 2,509 | 12,181 | 275 |
Deferred income tax expense (benefit) | (5,045) | (11,749) | 254 |
Issuance of common stock warrant for settlement of advisory fees | 1,157 | ||
Impairment of Bitcoin | 147,365 | 43,973 | |
Impairment of goodwill | 335,648 | ||
Impairment of miners | 55,544 | ||
Change in fair value of Bitcoin | (184,734) | ||
Change in fair value of derivative asset | (6,721) | (71,418) | (12,112) |
Change in fair value of contingent consideration | (159) | 975 | |
Realized loss on sale of marketable equity securities | 8,996 | ||
Realized gain on sale/exchange of long-term investment | (26,260) | ||
Realized gain on sale of Bitcoin | (30,346) | (253) | |
Unrealized loss on marketable equity securities | 13,655 | ||
Loss (gain) on sale/exchange of equipment | 5,336 | (16,281) | |
Casualty-related charges | 1,526 | 9,688 | |
Bitcoin Mining revenue | (188,996) | (156,870) | (184,422) |
Proceeds from sale of Bitcoin | 176,219 | 79,529 | 295 |
Changes in assets and liabilities: | |||
(Increase)/decrease in operating assets | 6,352 | 12,058 | (7,148) |
Increase/(decrease) in operating liabilities | (8,316) | 3,489 | 4,248 |
Net cash provided by (used in) operating activities | 33,085 | 530 | (86,082) |
Investing activities | |||
Proceeds from the sale of marketable equity securities | 1,808 | ||
Acquisition of Whinstone, net of cash acquired | (40,879) | ||
Acquisition of ESS Metron, net of cash acquired | (29,567) | ||
Proceeds from the sale of long-term investments | 1,800 | ||
Deposits on equipment | (230,397) | (194,923) | (274,833) |
Security deposits | (3,809) | ||
Investment in convertible debt | (4,500) | ||
Purchases of property and equipment, including construction in progress | (193,704) | (148,412) | (147,116) |
Casualty-related recoveries | 7,500 | ||
Proceeds from the sale of equipment | 6,369 | ||
Patent costs incurred | (34) | (9,527) | (30) |
Net cash provided by (used in) investing activities | (414,766) | (354,863) | (490,625) |
Financing activities | |||
Proceeds from the issuance of common stock / At-the-market offering | 778,430 | 304,849 | 684,817 |
Offering costs for the issuance of common stock / At-the-market offering | (16,657) | (6,640) | (14,901) |
Proceeds from exercise of common stock warrants | 806 | ||
Payments on contingent consideration liability - future power credits | (15,725) | ||
Proceeds from Credit and Security Facility | 6,920 | ||
Repayments of Credit and Security Facility | (6,059) | ||
Debt issuance costs | (77) | ||
Repurchase of common shares to pay employee withholding taxes | (14,035) | (10,138) | (5,082) |
Net cash provided by (used in) financing activities | 748,522 | 272,346 | 665,640 |
Net increase (decrease) in cash and cash equivalents | 366,841 | (81,987) | 88,933 |
Cash and cash equivalents at beginning of period | 230,328 | 312,315 | 223,382 |
Cash and cash equivalents at end of period | 597,169 | 230,328 | 312,315 |
Supplemental information: | |||
Cash paid for interest | 84 | ||
Cash paid for taxes | 680 | ||
Non-cash transactions | |||
Issuance of common stock for business combination | 352,887 | ||
Reclassification of deposits to property and equipment | 78,376 | 422,865 | 46,711 |
Construction in progress included in accrued expenses | 23,451 | 16,621 | 2,423 |
Bitcoin exchanged for employee compensation | 869 | 1,495 | 295 |
Conversion of preferred stock to common stock | 11 | 11 | |
Cumulative effect upon adoption of ASU 2023-08 | 5,994 | ||
Right of use assets exchanged for new operating lease liabilities | $ 1,249 | 10,333 | $ 13,622 |
Property and equipment obtained in exchange transaction | $ 10,409 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2023 | |
Organization and Basis of Presentation | |
Organization and Basis of Presentation | Note 1. Organization and Basis of Presentation Organization Riot Platforms, Inc. is a vertically integrated Bitcoin mining company principally engaged in enhancing our capabilities to mine Bitcoin in support of the Bitcoin blockchain. The Company also provides comprehensive and critical mining infrastructure for institutional-scale hosted clients to mine Bitcoin at its Rockdale Facility. The Rockdale Facility currently provides 700 MW in total developed capacity for Bitcoin mining and data center hosting services for institutional-scale hosted clients. The Company is also developing the Corsicana Facility, a second large-scale Bitcoin mining facility, which, upon completion, is expected to have approximately one gigawatt of capacity available for Bitcoin mining. As described in Note 20. Segment Information Basis of presentation and principles of consolidation The accompanying Consolidated Financial Statements of the Company include the accounts of the Company and its wholly or majority owned and controlled subsidiaries. Consolidated subsidiaries’ results are included from the date the subsidiary was formed or acquired. Intercompany investments, balances and transactions have been eliminated in consolidation. The accompanying audited Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Amounts disclosed are in thousands of U.S. Dollars except for share, per share, and miner amounts, and Bitcoin quantities, prices and hash rate, or as otherwise noted. |
Significant Accounting Policies
Significant Accounting Policies and Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies and Recent Accounting Pronouncements | |
Significant Accounting Policies and Recent Accounting Pronouncements | Note 2. Significant Accounting Policies and Recent Accounting Pronouncements Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ significantly from those estimates. The most significant accounting estimates inherent in the preparation of the Company’s financial statements include revenue recognition, valuing the derivative asset classified under Level 3 fair value hierarchy, determining the useful lives and recoverability of long-lived assets, impairment analysis of fixed assets and finite-lived intangibles, stock-based compensation, and the valuation allowance associated with the Company’s deferred tax assets. Update to previously issued condensed consolidated financial statements As disclosed in Note 20. Segment Information Revenue: Other Cost of Revenue: Other The Company updated the accompanying Consolidated Statements of Operations for the years ended December 31, 2023, 2022, and 2021, and the related Notes included in this Exhibit 99.1, to reflect this change in operating segments. The following table presents the effects of the recast on the Company’s Consolidated Statements of Operations for the years ended December, 31, 2023, 2022, and 2021. There were no changes to other condensed consolidated financial statements as a result of this update. Year Ended December 31, 2023 As previously reported Adjustment As revised Revenue: Data Center Hosting $ 27,282 $ (27,282) $ — Other $ 97 $ 27,282 $ 27,379 Cost of revenue: Data Center Hosting $ 97,122 $ (97,122) $ — Other $ — $ 97,122 $ 97,122 Year Ended December 31, 2022 As previously reported Adjustment As revised Revenue: Data Center Hosting $ 36,862 $ (36,862) $ — Other $ 97 $ 36,862 $ 36,959 Cost of revenue: Data Center Hosting $ 61,906 $ (61,906) $ — Other $ — $ 61,906 $ 61,906 Year Ended December 31, 2021 As previously reported Adjustment As revised Revenue: Data Center Hosting $ 24,546 $ (24,546) $ — Other $ 97 $ 24,546 $ 24,643 Cost of revenue: Data Center Hosting $ 32,998 $ (32,998) $ — Other $ — $ 32,998 $ 32,998 The remainder of these Notes have been updated, as applicable, to reflect the impacts of the revision described above. Reclassifications As described above, certain prior period amounts have been reclassified to conform to the current period presentation. Cash and cash equivalents Cash and cash equivalents consists of cash on hand and highly liquid investments. We consider any highly liquid investments with an original maturity of three months or less at acquisition to be cash equivalents. From time to time, the Company’s cash account balances exceed the balances as covered by the FDIC. The Company has never suffered a loss due to such excess balances. Accounts receivable The Company’s accounts receivable balance consists of amounts due from its mining pool operator and data center hosting and engineering customers. The Company records accounts receivable at the invoiced amount less an allowance for any potentially uncollectable accounts under the current expected credit loss (“CECL”) impairment model and presents the net amount of the financial instrument expected to be collected. The CECL impairment model requires an estimate of expected credit losses, measured over the contractual life of an instrument, that considers forecasts of future economic conditions in addition to information about past events and current conditions. Based on this model, the Company considers many factors, including the age of the balance, collection history, and current economic trends. Bad debts are written off after all collection efforts have ceased. Allowances for credit losses are recorded as a direct reduction from an asset’s amortized cost basis. Credit losses and recoveries are recorded in Selling, general and administrative expenses Based on the Company’s current and historical collection experience, management recorded allowances for doubtful accounts of $1.5 million and $1.9 million as of December 31, 2023 and December 31, 2022, respectively. Bitcoin As a result of the adoption of ASU 2023-08, Bitcoin is recorded at fair value, and changes in fair value are recognized in Change in fair value of Bitcoin, Operating income (loss) Prior to the adoption of ASU 2023-08, Bitcoin was accounted for as intangible assets with an indefinite useful life. Bitcoin was sold on a FIFO basis and measured for impairment whenever indicators of impairment are identified based on the intraday low quoted price of Bitcoin. To the extent an impairment loss was recognized, the loss established the new cost basis of the Bitcoin. Subsequent reversal of impairment losses was not permitted. Bitcoin awarded to the Company through its mining activities are accounted for in connection with the Company’s revenue recognition policy. Bitcoin is classified on the Company’s Consolidated Balance Sheet as a current asset due to the Company’s ability to sell it in a highly liquid marketplace and its intent to liquidate its Bitcoin to support operations when needed. Purchases and sales of Bitcoin by the Company and Bitcoin awarded to the Company are included within Operating activities substantially all of the Company’s Bitcoin production is sold within days of being produced, but never more than the production on a monthly basis per the Company’s internal policy Long-term investments For equity investments, the Company initially records equity investments at cost then adjusts the carrying value of such equity investments through earnings when there is an observable transaction involving the same or a similar investment with the same issuer or upon an impairment. Revenue recognition Bitcoin Mining The Company has entered into digital asset mining pools by executing contracts with mining pool operators to provide computing power to the mining pool. The Company’s enforceable right to compensation begins only when, and lasts as long as, the Company provides computing power to the mining pool operator and is created as power is provided over time. The only consideration due to the Company relates to the provision of computing power. The contracts are terminable at any time by the Company, at no cost to the Company, or by the pool operator, under certain conditions specified in the contract. Providing computing power in digital asset transaction verification services is an output of the Company’s ordinary activities. Providing such computing power is the only performance obligation in the Company’s contracts with mining pool operators. The transaction consideration the Company receives, if any, is noncash consideration in the form of Bitcoin. Changes in the fair value of the noncash consideration due to form of the consideration (changes in the market price of Bitcoin) are not included in the transaction price and therefore, are not included in revenue. Certain mining pool operators charge fees to cover the costs of maintaining the pool, which are deducted from amounts we may otherwise earn and are treated as a reduction to the consideration received. Fees fluctuate and historically have been no more than approximately 2% per reward earned, on average. In exchange for providing computing power, the Company is entitled to either: ● a Full-Pay-Per-Share payout of Bitcoin based on a contractual formula, which primarily calculates the hash rate provided by the Company to the mining pool as a percentage of total network hash rate, and other inputs. The Company is entitled to consideration even if a block is not successfully placed by the mining pool operator. The contract is in effect until terminated by either party. ● The consideration is all variable. Because it is probable that a significant reversal of cumulative revenue will not occur and the Company is able to calculate the payout based on the contractual formula, noncash consideration is estimated and recognized based on the spot price of Bitcoin determined using the Company’s principal market for Bitcoin at the inception of each contract. Noncash consideration is measured at fair value at contract inception. Fair value of the crypto asset consideration is determined using the quoted price on the Company’s principal market for Bitcoin at the beginning of the contract period at the single bitcoin level (one bitcoin). This amount is recognized in revenue as hash rate is provided. ● The Company transitioned completely to this mining pool type in December 2022 and utilized it for the year ended December 31, 2023. Or: ● a fractional share of the fixed Bitcoin award the mining pool operator receives (less digital asset transaction fees to the mining pool operator which are immaterial and are recorded as a deduction from revenue) for successfully adding a block to the blockchain based on a proportion of the Company’s “scoring hash rate” to the pool’s “scoring hash rate” where the scoring hash rate as defined by the pool is the exponential moving average of the hash power contributed by the Company or by all pool members combined. The Company’s fractional share of the Bitcoin reward is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm. ● Because the consideration to which the Company expects to be entitled for providing computing power is entirely variable, as well as being noncash consideration, the Company assesses the estimated amount of the variable noncash consideration to which it expects to be entitled for providing computing power at contract inception and subsequently, to determine when and to what extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur once the uncertainty associated with the variable consideration is subsequently resolved (the “constraint”). Only when significant revenue reversal is concluded probable of not occurring can estimated variable consideration be included in revenue. Based on evaluation of likelihood and magnitude of a reversal in applying the constraint, the estimated variable noncash consideration is constrained from inclusion in revenue until the end of the contract term, when the underlying uncertainties have been resolved and number of Bitcoin to which the Company is entitled becomes known. ● Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized based on the spot rate of Bitcoin determined using the Company’s principal market for Bitcoin at the time of receipt. ● The Company utilized this mining pool type during the year ended December 31, 2021 and throughout 2022, until mid-December 2022. There is no significant financing component in these transactions due to the performance obligations and settlement of the transactions being on a daily basis. Engineering Substantially all revenue is derived from the sale of custom products built to customers’ specifications under fixed - price contracts with one identified performance obligation. Revenue is recognized over time as performance creates or enhances an asset with no alternative use, and for which the Company has an enforceable right to receive compensation as defined under the contract. To determine the amount of revenue to recognize over time, the Company utilizes the cost - to - cost method as management believes cost incurred best represents the amount of work completed and remaining on projects. As the cost - to - cost method is driven by incurred cost, the Company calculates the percentage of completion by dividing costs incurred to date by the total estimated cost. The percentage of completion is then multiplied by estimated revenue to determine inception - to - date revenue. Approved changes to design plans are generally recognized as a cumulative adjustment to the percentage of completion calculation. Revenue recognized for the period is the current inception - to - date recognized revenue less the prior period inception - to - date recognized revenue. If a contract is projected to result in a loss, the entire contract loss is recognized in the period when the loss was first determined, and any additional losses incurred subsequently are recognized in the subsequent reporting periods as they are identified. Additionally, contract costs incurred to date and expected total contract costs are continuously monitored during the term of the contract. Changes in the job performance, job conditions and final contract settlements are factors that influence management’s assessment of total contract value and the total estimated costs to complete those contracts, and therefore, profit and revenue recognition. Any costs to obtain a contract are not material to the Company’s financial statements and would be expensed as incurred. Because of the inherent uncertainties in estimating costs, it is at least reasonably possible that the estimates used will change within the near term. The length of time for the Company to complete a custom product varies but is typically between four to 12 weeks. Customers are typically required to make periodic progress payments to the Company based on contractually agreed - upon milestones. Invoices are due net, 30 days, and retainage, if any, is generally due 30 days after delivery. Taxes collected from customers and remitted to governmental authorities are excluded from revenue. Shipping and handling costs are treated as fulfillment costs and are included in cost of sales. Other In general, we provide power for our data center customers on a variable (sub-metered) basis. A customer pays us variable monthly fees for the specific amount of power utilized at rates specified in each contract, subject to certain minimums. We recognize variable power revenue each month as the uncertainty related to the consideration is resolved, power is provided to our customers, and our customers utilize the power (the customer simultaneously receives and consumes the benefits of the Company’s performance). We have determined that our contracts contain a series of performance obligations which qualify to be recognized under a practical expedient available known as the “right to invoice.” This determination allows variable consideration in such contracts to be allocated to and recognized in the period to which the consideration relates, which is typically the period in which it is billed, rather than requiring estimation of variable consideration at the inception of the contract. We have also determined that the contracts contain a significant financing component because the timing of revenue recognition differs from the timing of invoicing by a period, exceeding one year. The Company also installs certain hosted customers’ mining equipment and bills the customer at a fixed fee per piece of equipment or at an hourly rate. Revenue is recognized upon completion of the installation. We generate engineering and construction services revenue from the fabrication and deployment of immersion cooling technology for Bitcoin mining customers, for which we bill the customer at a fixed monthly fee or at an hourly rate. For the construction of customer-owned equipment, revenue is recognized upon completion of each phase of the construction project, as defined in each contract. For the construction of assets owned by us but paid for and used by the customer during the term of their data center hosting contract, revenue is recognized on a straight-line basis over the remaining life of the contract. Due to the long-term nature of the hosting contracts, there is a significant financing component in transactions where the customer paid for the construction of assets owned by the Company. Maintenance services include cleaning, cabling, and other services to maintain customer equipment. We bill the customer at a fixed monthly fee or at an hourly rate. Revenue is recognized as these services are provided. Deferred revenue is primarily from advance payments received and is recognized on a straight-line basis over the remaining life of the contract or upon completion of the installation of the customers’ equipment. Our primary data center hosting contracts contain Service Level Agreement clauses, which guarantee a certain percentage of time that power will be available to our customers. In the rare case that we may incur penalties under these clauses, we recognize the payment as variable consideration and a reduction of the transaction price and, therefore, of revenue, when not in exchange for a good or service from the customer. Fair value measurement Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. Fair value measurements are classified and disclosed in one of the following three categories: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Observable inputs other than Level 1 prices, for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company will update its assumptions each reporting period based on new developments and record such amounts at fair value based on the revised assumptions until the agreements expire or contingency is resolved, as applicable. Property and equipment Property and equipment is stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets. Estimated useful lives for leasehold improvements are typically the lesser of the estimated useful life of the asset or the life of the term of the lease. The estimated useful lives for all the Company’s property and equipment are as follows: Life (Years) Buildings and building improvements 10-25 Miners and mining equipment 2 Machinery and facility equipment 5-10 Office and computer equipment 3 Impairment of long-lived assets Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted future cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Goodwill Goodwill represents the cost of a business acquisition in excess of the fair value of the net assets acquired. Goodwill is not amortized and is reviewed for impairment annually as of December 31, or more frequently if facts and circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. We use both qualitative and quantitative analyses in making this determination. The Company determined that it has two reporting units for goodwill impairment testing purposes, Bitcoin Mining and Engineering, which is consistent with internal management reporting and management’s oversight of operations. Our analyses require significant assumptions and judgments, including assumptions about future economic conditions, revenue growth, and operating margins, among other factors. Example events or changes in circumstances considered in the qualitative analysis, many of which are subjective in nature, include: a significant negative trend in our industry or overall economic trends, a significant change in how we use the acquired assets, a significant change in our business strategy, a significant decrease in the market value of the asset, a significant change in regulations or in the industry that could affect the value of the asset, and a change in segments. If it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company performs the quantitative test to identify and measure the amount of goodwill impairment loss. The Company compares the fair value of the reporting unit with its carrying amount. If the carrying amount exceeds the fair value, goodwill of the reporting unit is considered impaired and that excess is recognized as a goodwill impairment loss. Finite-lived intangible assets Intangible assets with finite lives are comprised of customer contracts, trademarks, UL Listings, and patents that are amortized on a straight-line basis over their expected useful lives, which is their contractual term or estimated useful life. Patents costs consisting of filing and legal fees incurred are initially recorded at cost. Certain patents are in the legal application process and therefore are not currently being amortized. The Company performs assessments to determine whether finite-lived classification is still appropriate at least annually. The carrying value of finite-lived assets and their remaining useful lives are also reviewed at least annually to determine if circumstances exist which may indicate a potential impairment or revision to the amortization period. A finite-lived intangible asset is considered to be impaired if its carrying value exceeds the estimated future undiscounted cash flows to be derived from it. We exercise judgment in selecting the assumptions used in the estimated future undiscounted cash flows analysis. Impairment is measured by the amount that the carrying value exceeds fair value. The use of different estimates or assumptions could result in significantly different fair values for our reporting units and intangible assets. Business combinations The Company uses the acquisition method of accounting by recognizing the identifiable tangible and intangible assets acquired and liabilities assumed, and any non-controlling interest in the acquired business, measured at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the aforementioned amounts. Contingent consideration is included within the purchase price and is recognized at its fair value on the acquisition date. A liability resulting from contingent consideration is remeasured to fair value as of each reporting date until the contingency is resolved, and subsequent changes in fair value are recognized in earnings. Contingent consideration is recorded in current and long-term liabilities on our Consolidated Balance Sheets. While we use our best estimates and assumptions to accurately apply preliminary values to assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, these estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of the assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the Consolidated Statements of Operations. Accounting for business combinations requires management to make significant estimates and assumptions, especially at the acquisition date, including estimates for intangible assets, contractual obligations assumed, pre-acquisition contingencies, and contingent consideration, where applicable. Although we believe the assumptions and estimates we have made have been reasonable and appropriate, they are based in part on historical experience and information obtained from management of the acquired companies and are inherently uncertain. Critical estimates in valuing certain of the intangible assets we have acquired include; future expected cash flows from customer contracts, discount rates, and estimated market changes in the value of the PPA, which is accounted for as a nonhedged derivative contract. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates, or actual results. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred. Investment in marketable equity securities The Company measures its investments in marketable equity securities at fair value at each balance sheet date, with unrealized holding gains and losses recorded in other income (expense), as the shares have a readily determinable fair value since they are publicly traded and have significant average daily volume traded. Leases The Company determines whether an arrangement contains a lease at the inception of the arrangement. If a lease is determined to exist, the term of such lease is assessed based on the date on which the underlying asset is made available for the Company’s use by the lessor. The Company’s assessment of the lease term reflects the non-cancelable term of the lease, inclusive of any rent-free periods and/or periods covered by early-termination options which the Company is reasonably certain of not exercising, as well as periods covered by renewal options which the Company is reasonably certain of exercising. The Company also determines lease classification as either operating or finance at lease commencement, which governs the pattern of expense recognition and the presentation reflected on the Consolidated Statements of Operations over the lease term. For all periods presented, the Company only had operating leases. For leases with a term exceeding 12 months, an operating lease liability is recorded on the Company’s consolidated balance sheet at lease commencement reflecting the present value of its fixed minimum payment obligations over the lease term. A corresponding operating lease right-of-use asset equal to the initial lease liability is also recorded, adjusted for any prepaid rent and/or initial direct costs incurred in connection with execution of the lease and reduced by any lease incentives received. For purposes of measuring the present value of its fixed payment obligations for a given lease, the Company uses its incremental borrowing rate, determined based on information available at lease commencement, as rates implicit in its leasing arrangements are typically not readily determinable. The Company’s incremental borrowing rate reflects the rate it would pay to borrow on a secured basis and incorporates the term and economic environment of the associated lease. For the Company’s operating leases, fixed lease payments are recognized as lease expense on a straight-line basis over the lease term. For leases with a term of 12 months or less, any fixed lease payments are recognized on a straight-line basis over the lease term and are not recognized on the Consolidated Balance Sheets as an accounting policy election. Leases qualifying for the short-term lease exception were insignificant. Variable lease costs are recognized as incurred and primarily consist of common area maintenance and utility charges not included in the measurement of right of use assets and operating lease liabilities. Operating segments Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the CODM in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is comprised of several members of its executive management team who use revenue and cost of revenue of its reporting segments to assess the performance of the business of our reportable operating segments. Income taxes The Company accounts for income taxes under the asset and liability method, in which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is required to the extent any deferred tax assets may not be realizable. Contract balances Contract assets consist of costs and estimated earnings in excess of billings on uncompleted engineering contracts. Deferred revenue relates to upfront payments and consideration received from customers for data center hosting and the upfront license fee generated from our legacy animal health business. Contract liabilities consist of billings in excess of costs and estimated earnings on uncompleted engineering contracts, Remaining performance obligations Remaining performance obligations represent the transaction price of contracts for work that has not yet been performed. The Company elected the practical expedient to not adjust the transaction price for the existence of a significant financing component if the timing difference between a customer’s payment and our performance is one year or less. Stock-based compensation The Company accounts for share-based payment awards exchanged for services at the estimated grant date fair value of the award, which is based on the fair market value of the Company’s common stock at the time of the grant. For performance-based share-based payment awards, the Company recognizes compensation cost over the performance period when achievement of the milestones and targets is probable. The Company has elected to account for forfeitures of awards as they occur. Recently issued accounting pronouncements The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequences of the change to its Consolidated Financial Statements and assures that there are proper controls in place to ascertain that the Company’s Consolidated Financial Statements properly reflect the change. In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures In December 2023, the FASB issued ASU 2023-08, Intangibles - Goodwill and Other - Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets, Accumulated deficit Impacts of Adoption of ASU 2023-08 In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Financial Instruments – Credit Losses |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2023 | |
Acquisitions | |
Acquisitions | Note 3. Acquisitions Acquisition of Corsicana Facility land site During the year ended December 31, 2022, the Company initiated a large-scale development to expand its Bitcoin mining capabilities with the acquisition of a 265-acre site in Navarro County, Texas, strategically located next to the Navarro switch, for $10.1 million, where its anticipated one-gigawatt Bitcoin mining facility complex, the Corsicana Facility, is under development. See Note 7. Property and Equipment Acquisition of ESS Metron On December 1, 2021, the Company acquired 100% of the equity interests of ESS Metron. ESS Metron is a power distribution and management systems manufacturing, design and engineering firm based in Denver, Colorado, operating from facilities totaling approximately 121,000 square feet of manufacturing, office, and warehouse space in the metropolitan Denver area. These facilities are subject to long-term lease agreements. The acquisition of ESS Metron established the Company’s Engineering business and enhanced the Company’s ability to scale its Bitcoin Mining and data center hosting operations. Total consideration transferred of $56.9 million was comprised of a cash payment of approximately $30.1 million, net of $3.7 million of seller transaction costs, and 715,413 shares of the Company’s common stock with an acquisition date fair value of approximately $26.7 million. Of the 715,413 shares of common stock, 645,248 were issued upon closing and the remaining 70,165 were withheld as security for the sellers’ indemnification obligations for 18 months following the transaction closing date. During the year ended December 31, 2023, the indemnification period ended and all 70,165 of the withheld shares were issued to the ESS Metron sellers. Other than an insignificant post-closing settlement of preliminary net working capital, there were no adjustments to the provisional purchase price and fair value estimates. The Company finalized the valuation of the acquired assets and liabilities, and consideration transferred, in December 2022. The following table presents the allocation of the purchase consideration: Cash and cash equivalents $ 549 Accounts receivable 9,879 Prepaid and other current assets 636 Inventory and work-in-progress 1,175 Costs and estimated earnings in excess of billings 13,205 Property and equipment 4,501 Intangible assets 14,000 Right of use asset 6,714 Accounts payable (9,235) Accrued expenses (1,239) Billings in excess of costs and estimated earnings (5,883) Operating lease liabilities (6,714) Warranty liability (116) Total identifiable assets and liabilities acquired 27,472 Goodwill 29,379 Total purchase consideration $ 56,851 Goodwill was attributable to the assembled workforce of experienced personnel at ESS Metron and synergies expected to be achieved from the combined operations of Riot and ESS Metron. The goodwill recognized is expected to be deductible for tax purposes. We assigned the goodwill to our Engineering segment. The Company determined that the 70,165 shares withheld met the conditions necessary to be classified as equity because the consideration was indexed to the Company’s own equity, there were no exercise contingencies based on an observable market not based on its stock or operations, settlement was consistent with a fixed-for-fixed equity instrument, the agreement contained an explicit number of shares and there were no cash payment provisions. Additionally, based on these assessments, the Company recorded the shares at fair value on the acquisition date, similar to escrowed shares or securities and accounted for them in total consideration transferred. This consideration related to representations and warranties of circumstances that existed as of the acquisition date and which the Company believed to be accurate, with future issuance of the share consideration deemed likely to occur. The fair values of cash and cash equivalents, accounts receivable, prepaid and other current assets, inventory and work-in-progress, accounts payable, accrued expenses, and warranty liability were determined to be the carrying values due to the short-term nature of the assets and liabilities. The fair value of the acquired trade receivables was determined to be the net realizable amount of the closing date book value of $9.9 million. Contract assets consisted of costs and estimated earnings in excess of billings on uncompleted contracts and unearned revenue consists of billings in excess of costs and estimated earnings on uncompleted contracts. The fair values of these assets and liabilities were determined to be the carrying values due to the short-term nature of the underlying project contracts incurring costs and the associated customer billings. The fair value of property and equipment was estimated by applying the cost approach. The cost approach uses the replacement or reproduction cost as an indicator of fair value. The assumptions of the cost approach include replacement cost new, projected capital expenditures, and physical deterioration factors including economic useful life, remaining useful life, age, and effective age. Intangible assets reflect the identifiable intangible assets acquired, consisting of customer relationships, a trademark and UL Listings. Customer relationships are assigned an estimated useful life of approximately 10 years based on the low attrition of the customer base, in part due to the customized nature of the Company’s products. Fair value of the customer relationships was estimated by applying an income approach – multi period excess earnings method. The fair value was determined by calculating the present value of estimated future operating cash flows generated from the existing customers less costs to realize the revenue. The Company applied a discount rate of 21% , which reflected the nature of the assets as they relate to the risk and uncertainty of the estimated future operating cash flows. Other significant assumptions used to estimate the fair value of the customer contracts included an assumed income tax rate of 25% . Although ESS Metron had been in business for over 60 years, the trademark was assigned a 10-year life due to the Company obtaining more data center customers where the longevity of the projects may be shorter than have been historically. Fair value of the trademark was estimated by applying the relief from royalty rate method. The fair value was determined by applying an estimated royalty rate to revenue, measuring the value the Company would pay in royalties to a market participant if it did not own the trademark and had to license it from a third party. UL Listings were assigned a 12-year life. A UL Listing means that independent safety organization UL, LLC has tested representative samples of a product and determined that the product meets specific, defined requirements. These requirements are often based on UL’s published and nationally recognized Standards for Safety. Although the UL Listing certifications do not expire, due to technological improvements in similar products, particularly in the data center industry, a 12-year life was assumed. Fair value of the UL Listings was estimated by applying an estimated developer’s profit margin of approximately 4.5% to estimated costs to be incurred over an estimated six months to re-acquire the UL Listings. The Company applied a discount rate of 15% , which reflected the short time necessary to re-acquire the asset. The right of use asset and operating lease liabilities consisted of two operating leases of the manufacturing facility in Denver, Colorado. These leases had combined annual payments of approximately $0.9 million and remaining lease terms of approximately 3.5 and 10 years as of acquisition. The operating results of ESS Metron have been included in the Company’s Consolidated Statements of Operations since the acquisition date. The Company recognized $2.1 million of acquisition-related costs related to this acquisition that were expensed as incurred. From the acquisition date through December 31, 2021, ESS Metron’s total revenue and net income was approximately $4.2 million and $0.2 million, respectively. Acquisition of Whinstone On May 26, 2021, the Company acquired 100% of the equity interests of Whinstone US, Inc., the owner and operator of the Rockdale Facility. The assets and operations of Whinstone increased the scale and scope of Riot’s operations, which is a foundational element in the Company’s strategy to become an industry-leading Bitcoin mining platform on a global scale. Total consideration transferred of $460.4 million was comprised of a $53.0 million cash payment (including $38.1 million of debt payoff and certain seller transaction costs), 11.8 million shares of the Company’s common stock with an acquisition date fair value of approximately $326.2 million, an $83.0 million contingent purchase price payable to the Seller (see Note 17. Commitments and Contingencies There were no adjustments to the provisional purchase price and fair value estimates. The Company finalized the valuation of these assets and liabilities, and consideration transferred, in May 2022. The following table presents the allocation of the purchase consideration: Cash and cash equivalents $ 10,400 Accounts receivable 1,072 Prepaid expenses and other current assets 2,176 Property and equipment 91,707 Derivative asset 13,967 Right of use asset 6,547 Security deposits 1,775 Future power credits 82,953 Accounts payable (12,853) Accrued expenses (504) Deferred revenue and customer deposits (34,856) Operating lease liabilities (8,184) Total identifiable assets and liabilities acquired 154,200 Goodwill 306,184 Total purchase consideration $ 460,384 Goodwill represented the excess of total purchase consideration over the fair value of the underlying assets acquired and liabilities assumed. Goodwill was attributable to the assembled workforce of experienced personnel at Whinstone and synergies expected to be achieved from the combined operations of Riot and Whinstone. None of the goodwill recognized is expected to be deductible for tax purposes. The goodwill was not assigned to a segment. As part of the share purchase agreement Riot entered into with the seller in connection with the Whinstone Acquisition, Riot was obligated to the seller to pay up to a maximum amount of $86.0 million, net of income taxes, as defined under the stock purchase agreement (undiscounted) of additional consideration if certain power credits were received or realized by Whinstone. Those power credits arose from the February 2021 weather event. The purchase price included the estimated fair value of the contingent consideration at the Whinstone Acquisition Date of approximately $83.0 million. The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement. These assumptions for the power credits whose utilization by Whinstone is contingent on ERCOT’s future power billings, included the timing of receipt or realization of the power credits, estimates of future power consumption, the discount rate and credit risk of the Company and the owing party (ERCOT). The fair value of the acquired trade receivables was determined to be the net realizable amount of the closing date book value of $1.1 million. The fair value of the acquired long-term other asset of approximately $83.0 million related to the estimated amount of power credits due Whinstone from the February 2021 weather event. We estimated the fair value of the power credits to be the same as that of the contingent consideration arrangement because the Company is required to remit to the seller in cash as additional consideration the amount of such power credits received or realized by Whinstone. See discussion above on contingent consideration. The derivative asset acquired pertained to the PPA. The fair value of the contract of approximately $14.0 million was estimated by applying a discounted debt-free cash flow approach. This fair value measurement was based on significant inputs not observable in the market and thus represented a Level 3 measurement as defined in ASC 820. The significant assumptions used to estimate fair value of the derivative contract included a discount rate of 21% , which reflected the nature of the contract as it relates to the risk and uncertainty of the estimated future mark-to-market adjustments, forward price curves of the power supply, broker/dealer quotes, and other similar data obtained from quoted market prices or independent pricing vendors. The fair value of property and equipment was estimated by applying the cost approach. The cost approach uses the replacement or reproduction cost as an indicator of fair value. The assumptions of the cost approach included replacement costs, projected capital expenditures, and physical deterioration factors including economic useful life, remaining useful life, age, and effective age. The operating results of Whinstone have been included in the Company’s Consolidated Statements of Operations since the acquisition date. The Company recognized $19.1 million of acquisition-related costs that were expensed as incurred. The financial results of the acquisition have been included in the Company’s Consolidated Financial Statements from the closing of the acquisition. From the acquisition date through December 31, 2021, Whinstone’s total revenue and net income was approximately $24.5 million and $1.2 million, respectively. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contracts with Customers | |
Revenue from Contracts with Customers | Note 4. Revenue from Contracts with Customers Disaggregated revenue Revenue disaggregated by reportable segment is presented in See Note 20. Segments Information Contract balances Contract assets relate to uncompleted Engineering contracts. As of December 31, 2023 and 2022, contract assets were $15.4 million and $19.7 million, respectively. Contract liabilities primarily relate to upfront payments and consideration received for data center hosting services and Deferred revenue relates to uncompleted Engineering contracts. The following table presents changes in contract liabilities and deferred revenue Years Ended December 31, 2023 2022 Beginning balance $ 29,197 $ 27,903 Revenue recognized (11,226) (6,805) Other changes in contract liabilities 4,361 8,099 Ending balance $ 22,332 $ 29,197 Remaining performance obligation The following table presents the estimated future recognition of the Company’s remaining performance obligations, which represent the transaction price of current contracts for work to be performed. 2024 2025 2026 2027 2028 Thereafter Total Legacy data center hosting contract $ 2,362 $ 2,362 $ 2,362 $ 2,362 $ 2,362 $ 5,964 $ 17,774 Engineering 4,073 — — — — — 4,073 Other 97 97 97 97 97 — 485 Total contract liabilities $ 6,532 $ 2,459 $ 2,459 $ 2,459 $ 2,459 $ 5,964 $ 22,332 |
Bitcoin
Bitcoin | 12 Months Ended |
Dec. 31, 2023 | |
Bitcoin | |
Bitcoin | Note 5. Bitcoin The following table presents information about the Company’s Bitcoin balance held: Quantity Amounts Balance as of January 1, 2022 4,884 $ 150,593 Revenue recognized from Bitcoin mined 5,554 156,870 Proceeds from sale of Bitcoin (3,425) (79,529) Exchange of Bitcoin for employee compensation (39) (1,495) Realized gain on sale/exchange of Bitcoin — 30,346 Impairment of Bitcoin — (147,365) Balance as of December 31, 2022 6,974 109,420 Cumulative effect upon adoption of ASU 2023-08 — 5,994 Revenue recognized from Bitcoin mined 6,626 188,996 Bitcoin receivable (21) (878) Proceeds from sale of Bitcoin (6,185) (176,219) Exchange of Bitcoin for employee compensation (32) (869) Change in fair value of Bitcoin — 184,734 Balance as of December 31, 2023 7,362 $ 311,178 Carrying value of Bitcoin as of December 31, 2023 (a) $ 199,928 Realized gains on the sale of Bitcoin for the year ended December 31, 2023 (b) $ 80,174 (a) The carrying value of Bitcoin is equal to the post-impairment value of all Bitcoin held as of the adoption of ASU 2023-08 on January 1, 2023, and, for Bitcoin produced subsequent to the adoption ASU 2023-08, the initial value of the Bitcoin as determined for revenue recognition purposes. (b) Bitcoin is sold on a FIFO basis. During the year ended December 31, 2023, gains were recognized on all sales of Bitcoin and are included in Change in fair value of Bitcoin on the Consolidated Statements of Operations. All additions of Bitcoin were the result of Bitcoin generated by the Company’s Bitcoin Mining operations (see Note 4. Revenue from Contracts with Customers |
Investments
Investments | 12 Months Ended |
Dec. 31, 2023 | |
Investments | |
Investments | Note 6. Investments Convertible note During the year ended December 31, 2023, the Company invested in a $4.5 million convertible note at face value. The convertible note has a three-year term and earns interest at a rate of 12% per annum, which may be paid in cash or in-kind, and converts into equity of the issuer of the convertible note at the end of the three-year term. The convertible note is accounted for as an available-for-sale debt instrument and is recognized at fair value in Other long-term assets Other comprehensive income (loss) Interest income (expense) The fair value measurement of the convertible note is based on significant inputs not observable in the market and thus represents a Level 3 measurement. The significant assumptions used to estimate fair value of the convertible note included a discount rate of 12.3% , which reflected the issuance date spread premium over the selected yield for the remaining time to maturity. The issuance date discount rate of 14.0% reflected an estimated required return for mezzanine financing after taking into consideration the principal of the convertible note and the investee’s early stage of development. The following table presents information about the convertible note: Investment $ 4,500 Accrued interest 59 Amortized costs basis 4,559 Unrealized holding gains (losses) in accumulated other comprehensive income 150 Fair value as of December 31, 2023 $ 4,709 The Company determined that the issuer of the convertible preferred note was a variable interest entity (“VIE”) and that the Company held a variable interest in the issuer of the convertible preferred note. The Company has considered the amount it is contributing to the issuer, its lack of decision-making rights and control, among other factors, and has concluded that it does not hold a controlling financial interest and does not have majority decision-making control. Therefore, the Company is not the primary beneficiary of the VIE, and as a result, the Company is not required to consolidate the VIE. The entire $4.5 million investment is at risk of loss. Coinsquare and Mogo In September 2017, and February 2018, the Company acquired a minority interest for $9.4 million in Coinsquare Ltd., a Canadian cryptocurrency exchange (“Coinsquare”), which operates a digital cryptocurrency exchange platform in Canada. The investment resulted in an ownership in Coinsquare by the Company of approximately 11.7% ownership in Coinsquare on a fully diluted basis. The Company elected to account for the investment using the measurement alternative as the equity securities are without a readily determinable fair value and do not give the Company significant influence over Coinsquare. Per the measurement alternative, the investment is recorded at cost, less any impairment, plus or minus changes resulting from observable price changes. During June 2020, the Company became aware of allegations brought by the Ontario Securities Commission (the “OSC”) that Coinsquare and certain of its executives and directors engaged in systematic “wash trading” of cryptocurrencies on its Coinsquare market to manipulate the market’s trading volume during 2018 and 2019. On July 21, 2020, a hearing panel of the OSC entered an order (the “Order”) approving the settlement agreement between OSC, Coinsquare, and certain of its executives and directors (the “Settlement Agreement”), in which they admitted to breaches of Ontario securities laws and/or conduct contrary to the public interest including, market manipulation through reporting inflated trading volumes on its Coinsquare Market, misleading its clients and investors about these trading volumes, and taking reprisal against an internal whistleblower who brought this conduct to the attention of the named executives and directors. The Order requires certain oversight and governance procedures and to prohibit the named executives and directors from engaging in certain activities with respect to Coinsquare; additionally, the named executives and directors were required to resign from Coinsquare and Coinsquare and the named executives and directors were required to pay penalties and costs totaling approximately CAD $2.2 million. The Company thereupon determined there were indicators that would cause a 100% impairment of the Coinsquare investment and observed price changes and recorded an impairment expense of $9.4 million for its investment in Coinsquare during the year ended December 31, 2020. During the year ended December 31, 2021, under agreements between Coinsquare, Coinsquare’s shareholders (including Riot) and Mogo Inc. (NASDAQ: MOGO), a digital payments and financial technology company (“Mogo”), Riot sold all 3.4 million common shares of Coinsquare in exchange for approximately 3.2 million common shares of Mogo and approximately $1.8 million in cash. During the year ended December 31, 2021, the Company recorded a gain on sale/exchange of long-term investments of $26.3 million for the sale of its shares of Coinsquare. Concurrently, the Company recorded the fair value of the Mogo shares received in the exchange of $24.8 million in investments in marketable equity securities within current assets on the Consolidated Balance Sheets. The fair value was calculated as 3.2 million shares of Mogo common stock multiplied by the fair value of the Mogo shares received. During the year ended December 31, 2021, we recorded an unrealized loss on the shares of approximately $13.7 million based on the closing price per share of Mogo common stock on the Nasdaq Stock Market on December 31, 2021 of $3.42. During the year ended December 31, 2022, the Company sold all 3.2 million shares of its shares of Mogo for proceeds of $1.8 million, resulting in realized losses of approximately $9.0 million. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment | |
Property and Equipment | Note 7. Property and Equipment Property and equipment consists of the following: December 31, December 31, 2023 2022 Buildings and building improvements $ 348,865 $ 229,685 Land rights and land improvements 10,320 10,164 Miners and mining equipment 496,230 441,324 Machinery and facility equipment 39,144 35,125 Office and computer equipment 2,108 1,206 Construction in progress 166,970 97,231 Total cost of property and equipment 1,063,637 814,735 Less accumulated depreciation (359,443) (122,180) Property and equipment, net $ 704,194 $ 692,555 Depreciation and amortization expense related to property and equipment totaled approximately $246.5 million, $105.9 million, and $26.1 million, for the years ended December 31, 2023, 2022, and 2021, respectively. The Company recognized an impairment charge for its miners and mining equipment during the year ended December 31, 2022, as described below, but did not incur any other impairment charges for its property and equipment for the years ended December 31, 2023 and 2021. Miners and mining equipment As of December 31, 2023, the Company had deployed a total of 112,944 miners in its mining operation, all at the Rockdale Facility. During the year ended December 31, 2023, the Company entered into the Master Agreement to acquire 99,840 miners from MicroBT (consisting of 8,320 M56S+ model miners, 22,684 M56S++ model miners, 20,778 M66 model miners, and 48,058 M66S model miners), primarily for use at the Corsicana Facility, for a total purchase price of approximately $453.4 million, subject to adjustment. Delivery of the miners began in the fourth quarter of 2023, with all miners expected to be received and deployed by mid-2025. The Master Agreement also provides us an option to purchase up to an additional 265,000 additional miners, on the same terms as the initial order. During the year ended December 31, 2023, the Company sold 2,700 Antminer model S19 XP miners for gross proceeds of $6.4 million, which resulted in a loss on sale of equipment of $5.3 million. As of December 31, 2022, the Company had outstanding executed purchase agreements for the purchase of miners from Bitmain for a total of 5,130 S19 series miners, all of which were received in January 2023. As of December 31, 2023, the Company did not have any outstanding purchase agreements for the purchase of miners from Bitmain. During the year ended December 31, 2022, the Company elected not to renew its co-location mining services agreement with Coinmint, which was therefore terminated automatically per its terms. In connection with the termination, the Company arranged for the transfer of the miners it was operating at Coinmint’s Massena, New York facility (the “Coinmint Facility”). The Company then entered into an equipment exchange agreement with a third-party Bitcoin mining company (the “Counterparty”), whereby the Company transferred approximately 5,700 of the Antminer model S19 Pro miners it had previously deployed at the Coinmint Facility to the Counterparty in exchange for 5,000 factory-new Antminer model S19j Pro miners delivered to the Rockdale Facility. After completing the transfer of the miners to the Counterparty, the Company relocated the balance of the miners it had deployed at the Coinmint Facility to the Rockdale Facility. As a result of the exchange with the Counterparty, the Company recognized a gain on the exchange of equipment of approximately $16.3 million during the year ended December 31, 2022. Impairment of miners During the year ended December 31, 2022, adverse changes in business climate, including decreases in the price of Bitcoin and resulting decrease in the market price of miners, indicated that an impairment triggering event had occurred. Testing performed indicated the estimated fair value of the Company’s miners to be less than their net carrying value as of December 31, 2022, and an impairment charge of $55.5 million was recognized, decreasing the net carrying value of the Company’s miners to their estimated fair value. The estimated fair value of the Company’s miners was classified in Level 2 of the fair value hierarchy due to the quoted market prices for similar assets. Casualty-related charges (recoveries), net In December 2022, the Rockdale Facility was damaged during severe winter storms in Texas. As of December 31, 2023, the Company estimated that total damages of $10.3 million had been incurred. During the year ended December 31, 2023, the Company received net insurance recoveries of $7.5 million. Recoveries are recognized when they are probable of being received. Construction in progress As of December 31, 2023, the Company’s expansion of the Rockdale Facility had been completed. In 2022, the Company initiated development of the Corsicana Facility to expand its Bitcoin Mining capabilities, on a 265-acre site in Navarro County, Texas, located next to the Navarro Switch. Once complete, the Company expects the Corsicana Facility to have one gigawatt of developed capacity for its Bitcoin Mining operations. The initial phase of the development of the Corsicana Facility involves the construction of 400 MW of immersion-cooled Bitcoin Mining infrastructure, as well as a high-voltage power substation and transmission facilities to supply power and water to the facility. Construction of the substation and Bitcoin Mining infrastructures is ongoing and operations are expected to commence by the end of the first quarter of 2024, following commissioning of the substation. Through December 31, 2023, the Company had incurred costs of approximately $217.8 million related to the development of the Corsicana Facility, including $10.1 million paid to acquire the land on which the facility is being developed, $203.0 million of initial developments costs and equipment, and a $4.7 million deposit for future power usage. During the year ended December 31, 2023, the Company entered into a purchase agreement with Midas for the purchase of 200 MW of immersion cooling systems for its Corsicana Facility. Delivery of the immersion cooling systems began in the fourth quarter of 2023 and is expected to be completed in the first quarter of 2024. The purchase agreement also provides the Company an option to purchase up to an additional 400 MW of immersion cooling systems from Midas, on the same terms as the initial order, through December 31, 2025. Related party land transaction During the year ended December 31, 2022, the Company began an initiative to provide certain on-site temporary housing for stakeholders, including partners, analysts, stockholders, employees, vendors, and other visitors to the Rockdale Facility, which is located in a relatively remote area of central Texas with limited accommodations for visitors. During the year ended December 31, 2023, Riot completed its acquisition of property and land for the development of temporary housing from Lyle Theriot (indirectly, through a limited liability company controlled by Mr. Theriot) for approximately $1.1 million, consisting of $0.2 million for land and $0.9 million for buildings and improvements. At the time of the transaction, Mr. Theriot was part of the management team at Riot and was considered a related party of Riot. The transaction was accounted for as an asset acquisition. Commitments During the year ended December 31, 2023, the Company paid $191.1 million in deposits and payments to MicroBT for the purchase of miners pursuant to the Master Agreement described herein. The remaining commitment of approximately $270.4 million is due in installments through approximately April 2025 based on the estimated miner delivery schedule. Total payments of $220.0 million and $50.4 million are expected to be made in 2024 and 2025, respectively. During the year ended December 31, 2023, the Company paid $31.2 million in deposits and payments to Midas for the purchase of immersion cooling systems described herein. The remaining commitment of approximately $21.1 million is due in installments in early 2024, based on the estimated delivery schedule. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | Note 8. Goodwill and Intangible Assets Goodwill During the second quarter of 2022, adverse changes in business climate, including decreases in the price of Bitcoin and increased volatility of equity markets, as evidenced by declines in the market price of the Company’s securities, those of its peers, and major market indices, reduced market multiples and increased weighted-average costs of capital, primarily driven by an increase in interest rates. Market concerns related to inflation, supply chain disruption issues and other macroeconomic factors were some of the primary causes for these declines. Additionally, the price of Bitcoin had declined significantly, notably during the second quarter of 2022. Due to these factors, the Company determined that a triggering event had occurred, and therefore, performed a goodwill impairment assessment as of June 30, 2022. The valuation of the Company’s reporting units was determined with the assistance of an independent valuation specialist firm using a market approach. The market approach was based on the Guideline Public Company Method, which is derived from metrics of publicly traded companies or historically completed transactions of comparable businesses. The selection of comparable businesses was based on the markets in which the reporting units operated, giving consideration to risk profiles, size, geography, and diversity of products and services. Under the market approach, the Company evaluated the fair value based on trailing and forward-looking earnings and revenue multiples derived from comparable publicly traded companies with similar market position and size as the Company’s reporting units. The unobservable inputs used to measure the fair value included projected revenue growth rates, the price of Bitcoin, the global Bitcoin network hash rate, the timing of miner shipments under currently executed contracts and their subsequent deployment, and the determination of appropriate market comparison companies. The trailing-twelve-month and next-twelve-month enterprise value-to-revenue multiples assumed in the analysis ranged from approximately 0.7x to approximately 3.9x. The resulting estimated fair values of the combined reporting units were reconciled to the Company’s market capitalization, including an estimated implied control premium of approximately 30%. The results of the quantitative test indicated the fair value of the reporting units did not exceed their carrying amounts, including goodwill, in excess of the carrying value of the goodwill. As a result, the entire carrying amount of the goodwill was recognized as a non-cash impairment charge during the year ended December 31, 2022. Finite-lived intangible assets The following table presents the Company’s finite-lived intangible assets as of December 31, 2023: Weighted- Gross Accumulated Net book average life book value amortization value (years) Customer contracts $ 6,300 $ (1,292) $ 5,008 10 Trademark 5,000 (1,042) 3,958 10 UL Listings 2,700 (469) 2,231 12 Patents 10,060 (5,560) 4,500 Various Finite-lived intangible assets $ 24,060 $ (8,363) $ 15,697 The customer contracts, trademark, and UL listings were recognized as the result of acquisitions during the year ended December 31, 2021 (see Note 3. Acquisitions During the year ended December 31, 2022, the Company paid $9.5 million to license a patent for technology being used in the development of the Corsicana Facility. The amount paid is being amortized over the term of the license, which expires on December 31, 2024. The following table presents the Company’s finite-lived intangible assets as of December 31, 2022: Weighted- Gross Accumulated Net book average life book value amortization value (years) Customer contracts $ 6,300 $ (671) $ 5,629 10 Trademark 5,000 (542) 4,458 10 UL Listings 2,700 (244) 2,456 12 Patents 10,060 (1,126) 8,934 Various Finite-lived intangible assets $ 24,060 $ (2,583) $ 21,477 During the years ended December 31, 2023, 2022, and 2021, amortization expense related to finite-lived intangible assets was $5.8 million, $2.1 million, and $0.2 million, respectively. The following table presents the estimated future amortization of the Company’s finite-lived intangible assets as of December 31, 2023: 2024 $ 5,823 2025 1,355 2026 1,355 2027 1,355 2028 1,355 Thereafter 4,455 Total $ 15,697 The Company did not identify any impairment of its finite-lived intangible assets during the years ended December 31, 2023, 2022, and 2021. |
Power Purchase Agreement
Power Purchase Agreement | 12 Months Ended |
Dec. 31, 2023 | |
Power Purchase Agreement | |
Power Purchase Agreement | Note 9. Power Purchase Agreement In May 2020, the Company, through its subsidiary, Whinstone, entered into the PPA to provide for the delivery of power to its Rockdale Facility, via the nearby Sandow Switch. Pursuant to the PPA, the Company has agreed to acquire a total of 345 MW of long-term, fixed-price power, in multiple blocks, as follows: 130 MW contracted in May 2020, at fixed prices through April 30, 2030; 65 MW contracted in March 2022, at fixed prices through April 30, 2030; and 150 MW contracted in November 2022, at fixed prices through October 31, 2027. Additionally, under the PPA, the Company has the option to purchase additional power at market prices, as needed. If electricity used exceeds the amount contracted, the cost of the excess electricity is incurred at the then-current spot rate. Concurrently with the PPA, the Company entered into an interconnection agreement for the extension of delivery system transmission/substation facilities to facilitate delivery of the electricity to the Rockdale Facility (the “Facilities Agreement”). Power costs incurred under the Facilities Agreement are determined every 15 minutes using settlement information provided by the ERCOT and are recorded in Cost of revenue In collaboration with market participants such as the Company, ERCOT has implemented Demand Response Services Programs for customers that have the ability to reduce or modify electricity use in response to ERCOT instructions or signals. These Demand Response Services Programs provide the ERCOT market with valuable reliability and economic services by helping to preserve system reliability, enhancing competition, mitigating price spikes, and stabilizing the grid by encouraging the demand side of the market to give more visibility and control of their power consumption to grid operators. Market participants with electrical loads like the Company may participate in these Demand Response Service Programs directly by offering their electrical loads into the ERCOT markets, or indirectly by voluntarily reducing their energy usage in response to increasing power demand in the ERCOT marketplace. Under these Demand Response Services Programs, the Company can participate in a variety of programs known as “ancillary services” by electing to designate a portion of its available electrical load for participation in such programs on an hourly basis. For each respective Demand Response Services Program, the Company receives a cash payment based on hourly rates for power, and the amount of electrical load into which it bids. Through ancillary services, the Company competitively bids amongst other market participants to sell ERCOT the ability to control Riot’s electrical load on demand, and to power down when directed to by ERCOT, as part of ERCOT’s efforts to stabilize the grid. The Company receives compensation for its participation in ancillary services whether or not the Company is actually called to power down. Riot also participates in ERCOT’s Four Coincident Peak (“4CP”) program, which refers to the highest-load settlement intervals in each of the four summer months (June, July, August, and September), during which time, demand for power is at its highest. 4CP participants may voluntarily power down operations during these times and in doing so, reduce the electrical load demand on the ERCOT grid. Participants that reduce their load in these peak periods receive credits to transmission costs on future power bills during the subsequent year, reducing overall power costs. As a result of Riot’s participation in 4CP in 2022, the Company’s transmission charges in its 2023 monthly power bills were substantially reduced. Under the PPA, the Company may also elect not to utilize its long-term, fixed-price power for its operations, and instead elect to sell that power in exchange for credits against future power costs when there is a benefit to the Company, depending on the spot market price of electricity. The Company’s power strategy combines participation in Demand Response Services Programs and sales of power during times of peak demand, to attempt to manage operating costs most efficiently. During the years ended December 31, 2023, 2022, and 2021, the Company earned credits against future power costs in exchange for power resold of approximately $71.2 million, $27.3 million, and $6.5 million, respectively. These amounts are recorded in Power curtailment credits The Company determined the PPA meets the definition of a derivative because it allows for net settlement. However, because the Company has the ability to offer the power back for sale, rather than taking physical delivery, the Company determined that physical delivery is not probable through the entirety of the contract and therefore, the Company does not believe the normal purchases and normal sales scope exception applies to the PPA. Accordingly, the PPA (a non-hedging derivative contract) is accounted for as a derivative and recorded at its estimated fair value each reporting period in Derivative asset Change in fair value of derivative asset The estimated fair value of the Company’s Derivate asset is classified under Level 3 of the fair value hierarchy due to the significant unobservable inputs utilized in the valuation. Specifically, the Company’s discounted cash flow estimation models contain quoted commodity exchange spot and forward prices and are adjusted for basis spreads for load zone-to-hub differentials through the term of the PPA, which is scheduled to end as of April 30, 2030. The significant assumptions used to estimate fair value of the derivative contract include a discount rate of 23.1%, which reflected the nature of the contract as it relates to the risk and uncertainty of the estimated future mark-to-market adjustments, forward price curves of the power supply, broker/dealer quotes and other similar data obtained from quoted market prices or independent pricing vendors. The discount rate includes observable market inputs, but also includes unobservable inputs based on qualitative judgment related to company-specific risk factors. The terms of the PPA require margin-based collateral, calculated as exposure resulting from fluctuations in the market cost rate of electricity compared to the fixed price stated in the contract. As of December 31, 2023, the margin-based collateral requirement of the Company was zero. While the Company manages operating costs at the Rockdale Facility in part by periodically selling back unused or uneconomical power, the Company does not consider such actions to be trading activities. The following table presents changes in the estimated fair value of the Derivative asset Balance as of December 31, 2022 $ 97,497 Change in fair value of derivative asset 6,721 Balance as of December 31, 2023 $ 104,218 |
Deposits
Deposits | 12 Months Ended |
Dec. 31, 2023 | |
Deposits | |
Deposits | Note 10. Deposits The following table presents the activity of the Company’s deposits paid: Deposits on equipment: Balance as of December 31, 2022 $ 33,273 Additions 230,397 Reclassifications to property and equipment (78,376) Balance as of December 31, 2023 185,294 Security deposits 29,715 Total long-term deposits $ 215,009 Deposits on equipment As of December 31, 2022, the Company had outstanding executed purchase agreements for the purchase of miners from Bitmain for a total of 5,130 S19 series miners, which were received in January 2023. During the year ended December 31, 2023, the Company reclassified the outstanding deposit of $33.3 million to property and equipment in connection with the receipt of the miners at the Rockdale Facility. See Note 7. Property and Equipment. During the year ended December 31, 2023, the Company paid deposits and advance payments of $191.1 million to MicroBT for the purchase of miners, paid a deposit of $20.8 million to Midas for the purchase of immersion cooling systems, and paid deposits of $18.5 million for other purchases of miners from various suppliers. See Note 7. Property and Equipment. During the year ended December 31, 2023, $12.6 million of the deposits made to MicroBT, all of the $20.8 million deposit made to Midas, and $11.7 million of the deposits for other purchases of miners were reclassified to property and equipment in connection with the receipt of the equipment. Security deposits During the year ended December 31, 2023, the Company paid $23.0 million as a security deposit in connection with its 215 MW increase to the long-term, fixed-price power secured under the PPA, resulting in a total of 345 MW under contract at fixed prices. See Note 8. Power Purchase Agreement During the year ended December 31, 2022, the Company paid approximately $4.7 million as a security deposit for the development of the Corsicana Facility, all of which remains held as a deposit as of December 31, 2023. During the year ended December 31, 2021, the Company paid approximately $3.1 million in connection with an amended and restated Transmission/Substation Facility Extension Agreement for the construction of the Oncor-owned Delivery System facilities to serve the expansion of the Rockdale Facility, all of which has been returned to the Company as of December 31, 2023. The Company has other security deposits totaling approximately $2.0 million for its offices and facilities, including $1.8 million associated with its ground lease. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Expenses | |
Accrued Expenses | Note 11. Accrued Expenses The Company’s accrued expenses consist of the following: December 31, December 31, 2023 2022 Construction in progress $ 23,451 $ 16,621 Power related costs and remittances 11,114 32,632 Compensation 14,888 8,582 Insurance 7,490 3,660 Other 5,685 3,969 Total accrued expenses $ 62,628 $ 65,464 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt | |
Debt | Note 12. Debt Credit and security facility The Company’s subsidiary, ESS Metron, The Revolving Line of Credit has a term of two years with interest due monthly and principal due at maturity. All amounts borrowed under the Revolving Line of Credit carry a variable interest of not less than 4.0% and are secured by the assets of ESS Metron. As of December 31, 2023, the interest rate was 8.5%. Total borrowings under the Revolving Line of Credit during the year ended December 31, 2023, were $6.0 million and payments were $6.0 million. As of December 31, 2023, the outstanding balance on the Revolving Line of Credit was $0. The Equipment Guidance Line has a term of two years and permits the Company to finance up to 80.0% of certain equipment purchases. All amounts borrowed under the Equipment Guidance Line carry a variable interest of not less than 4.0% and are secured by the assets of ESS Metron. As of December 31, 2023, the interest rate was 8.5%. Total borrowings under the Equipment Guidance Line during the year ended December 31, 2023, were approximately $0.9 million. s of December 31, 2023, the outstanding balance on the Equipment Guidance Line was approximately $0.5 million. All borrowings and accrued interest under the equipment guidance line convert to fixed rate term loans every six months, which have either five-year three-year During the year ended December 31, 2023, approximately $0.4 million outstanding under the Equipment Guidance Line was converted into a three-year Equipment Term Loan with a fixed interest rate of 6.6% . As of December 31, 2023, the outstanding balance on the Equipment Term Loan was approximately $0.3 million. As of December 31, 2023, the outstanding balance on the Equipment Guidance Line and Equipment Term Loans was recognized net of deferred financing costs of approximately $0.1 million. The net current outstanding debt balance of $0.3 million was recognized within Accrued Expenses Other long-term liabilities As of December 31, 2023, the Company was in compliance with all covenants of the Credit and Security Facility Agreement. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Leases | Note 13. Leases As of December 31, 2023, the Company had operating leases primarily for its offices and the manufacturing facilities of ESS Metron, and a ground lease for the Rockdale Facility, all of which expire on various dates through January 2032. During the year ended December 31, 2022, the Company executed an amendment to the ground lease for the Rockdale Facility to add a second 100-acre tract of land, adjacent to the land subject to the original ground lease, for an additional $0.9 million in annual payments. The term of the amended lease is scheduled to expire on January 31, 2032, followed by three ten-year renewal periods at the Company’s option, unless terminated earlier. Concurrent with the amendment to the ground lease, the Company extended the term of its Water Reservation Agreement for the Rockdale Facility (see Note 17. Commitments and Contingencies As of December 31, 2023 and 2022, operating lease right of use assets were $20.4 million and $21.7 million, respectively, and operating lease liabilities were $21.3 million and $22.3 million, respectively. The following table presents the components of the Company’s lease expense, which the ground and facilities’ leases are included in Cost of revenue Selling, general, and administrative Years Ended December 31, 2023 2022 2021 Operating lease cost $ 3,747 $ 3,193 $ 678 Variable lease cost 240 182 51 Operating lease expense 3,987 3,375 729 Short-term lease rent expense — — 19 Total lease expense $ 3,987 $ 3,375 $ 748 The following table presents supplemental lease information: 2023 2022 2021 Operating cash outflows for operating leases $ 3,522 $ 2,789 $ 435 Right of use assets exchanged for new operating lease liabilities $ 1,249 $ 10,333 $ 13,622 Weighted-average remaining lease term – operating leases 7.5 8.5 8.6 Weighted-average discount rate – operating leases 6.7 % 6.6 % 5.8 % The following table represents our future minimum operating lease payments as of December 31, 2023: Ground lease Office and other leases Total 2024 $ 1,998 $ 1,798 $ 3,796 2025 2,058 1,495 3,553 2026 2,119 1,425 3,544 2027 2,183 1,305 3,488 2028 2,249 1,017 3,266 Thereafter 7,369 2,426 9,795 Total undiscounted lease payments 17,976 9,466 27,442 Less present value discount (4,685) (1,412) (6,097) Present value of lease liabilities $ 13,291 $ 8,054 $ 21,345 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity | |
Stockholders' Equity | Note 14. Stockholders’ Equity Preferred Stock 0% On November 3, 2017, the Company designated 1,750,001 shares of preferred stock as “0% Series B Convertible Preferred Stock.” The shares of 0% Series B Convertible Preferred Stock are non-voting and convertible into shares of common stock based on a conversion calculation equal to the stated value of the 0% Series B Convertible Preferred Stock, plus all accrued and unpaid dividends, if any, as of such date of determination, divided by the conversion price. The stated value of each share of 0% Series B Convertible Preferred Stock is $6.80 and the initial conversion price is $6.80 per share, each subject to adjustment for stock splits, stock dividends, recapitalizations, combinations, subdivisions or other similar events. The holders of 0% Series B Convertible Preferred Stock are entitled to receive dividends if and when declared by the Company’s board of directors. The 0% Series B Convertible Preferred Stock is also subject to beneficial ownership limitations and conversion limitations. During the year ended December 31, 2022, the remaining 2,199 shares outstanding of the Company’s 0% Series B Convertible Preferred Stock were converted to 2,199 shares of its common stock. As of December 31, 2023, no shares of the Company’s 0% Series B Convertible Preferred Stock were outstanding. Common Stock The Company is authorized to issue up to 340,000,000 shares of Common Stock, without any par value per share. Each holder of Common Stock is entitled to one vote for each share held of record on all matters to be voted on by such holders. Holders of Common Stock are entitled to receive dividends, if declared. Upon liquidation, dissolution or winding-up, holders of Common Stock are entitled to share ratably in the net assets legally available for distribution after payment of all debts and other liabilities, subject to any preferential rights of the holders of Preferred Stock, if any. ATM Equity Offerings 2023 ATM Offering In August 2023, the Company entered into the 2023 ATM Offering, under which it could offer and sell up to $750.0 million in shares of the Company’s common stock. During the year ended December 31, 2023, the Company received net proceeds of approximately $571.6 million ($583.3 million of gross proceeds, net of $11.7 million in commissions and expenses) from the sale of 45,758,400 shares of its common stock at a weighted average fair value of $13.07 per share under its 2023 ATM Offering. Subsequent to December 31, 2023, and through February 20, 2024, the Company received net proceeds of approximately $114.9 million from the sale of 8,644,100 shares of its common stock at a weighted average fair value of $13.57 per share under its 2023 ATM Offering. 2022 ATM Offering In March 2022, the Company entered into an ATM sales agreement under which it could offer and sell up to $500.0 million in shares of the Company’s common stock. During the year ended December 31, 2022, the Company received gross proceeds of approximately $304.8 million ( $298.2 million, net of $6.6 million in commissions and expenses), from the sale of 37,052,612 shares of common stock at an average fair value of $8.23 per share under the 2022 ATM Offering. During the year ended December 31, 2023, the Company received net proceeds of approximately $191.2 million ( $195.2 million of gross proceeds, net of $3.9 million in commissions and expenses) from the sale of 16,447,645 shares of its common stock at a weighted average fair value of $11.86 per share under its 2022 ATM Offering. With the sale and issuance of these shares, all $500.0 million in shares of the Company’s common stock available for sale under its 2022 ATM Offering had been issued. 2021 ATM Offering In August 2021, the Company entered into an ATM sales agreement under which it could offer and sell up to $600.0 million in shares of the Company’s common stock. During the year ended December 31, 2021, the Company received gross proceeds of approximately $600.0 million ($587.2 million, net of $12.8 million in commissions and expenses), from the sale of 19,910,589 shares of common stock at a weighted average fair value of $29.53 per share. With the sale and issuance of these shares, all $600.0 million in shares of the Company’s common stock available for sale under 2021 ATM Offering had been issued. 2020 ATM Offering In October 2020, the Company entered into an ATM sales agreement under which it received proceeds of approximately $100.0 million from the sale of common shares. The Company incurred fees of up to 3.0% of the gross proceeds received. In January 2021, the Company received gross proceeds of approximately $84.8 million ($82.7 million net, after $2.1 million in expenses) from the sale of 4,433,468 shares of common stock at an average fair value of $19.13 per share under an ATM agreement entered into in December 2020. With the sale and issuance of these shares, all $200 million in shares of Company common stock available for sale under the December 2020 ATM Offering had been issued. Under the terms of the 2023, 2022, 2021, and 2020 ATM Offerings, the Company only issued shares of its common stock. ESS Metron Holdback Shares On December 1, 2021, the Company acquired 100% of the equity interests in ESS Metron for consideration that included 715,413 shares of the Company’s common stock, 70,165 shares of which were withheld as security for the sellers’ indemnification obligations for 18 months. During the year ended December 31, 2023, the indemnification period ended and all 70,165 of the withheld shares were issued to the ESS Metron sellers. Warrants During the year ended December 31, 2021, the Company issued warrants to XMS Capital Partners, LLC as partial payment for its advisory services in connection with the Whinstone Acquisition. The warrants entitle XMS to purchase up to 63,000 shares of the Company’s common stock at a purchase price of $48.37 per share. The warrants may be exercised at any time through August 12, 2026. The warrants are recognized as a liability with a fair value of zero upon issuance and a redemption value of zero as of December 31, 2023. 2023 Transactions During the year ended December 31, 2023, approximately 5.0 million shares of common stock were issued to the Company’s board of directors, officers, employees, and advisors in settlement of an equal number of fully vested restricted stock awards awarded to such individuals by the Company under the 2019 Equity Incentive Plan. The Company withheld approximately 1.3 million of these shares, with a fair value of approximately $14.0 million, to cover the withholding taxes related to the settlement of these vested restricted stock awards, as permitted by the 2019 Equity Incentive Plan. In June 2023, the Company’s stockholders approved the Fourth Amendment to the 2019 Equity Incentive Plan, which increased the shares of common stock reserved for issuance under the 2019 Equity Incentive Plan by 4.0 million shares. In December 2023, the Company’s stockholders approved the Fifth Amendment to the 2019 Equity Incentive Plan, which increased the shares of common stock reserved for issuance under the 2019 Equity Inventive Plan by 13.0 million shares. 2022 Transactions During the year ended December 31, 2022, the Company increased its authorized shares of common stock from 170.0 million shares to 340.0 million shares. During the year ended December 31, 2022, 1,819,332 shares of common stock were issued to the Company’s board of directors, officers, employees, and advisors of the Company in settlement of an equal number of fully vested restricted stock units awarded to such individuals by the Company under the 2019 Equity Incentive Plan. The Company withheld 685,781 of these shares, at a fair value of approximately $10.1 million, to cover the withholding taxes related to the settlement of these vested restricted stock units, as permitted by the 2019 Equity Incentive Plan. During the year ended December 31, 2022, — shares of the Company’s 0% Series B Convertible Preferred Stock were converted into 70,165 shares of its common stock, leaving no shares outstanding. In July 2022, the Company’s stockholders approved the Third Amendment to its 2019 Equity Incentive Plan, which increased the number of shares of the Company’s common stock reserved for issuance by 10.0 million shares. 2021 Transactions During the year ended December 31, 2021, the Company issued 11,800,000 shares of its common stock in connection with its acquisition of Whinstone. See Note 3. Acquisitions During the year ended December 31, 2021, the Company issued 645,248 shares of its common stock in connection with its acquisition of ESS Metron. See Note 3. Acquisitions During the year ended December 31, 2021, 464,021 shares of common stock were issued to the Company’s board of directors, officers, employees and advisors of the Company in settlement of an equal number of fully vested restricted stock units awarded to such individuals by the Company pursuant to grants made under the Company’s 2019 Equity Incentive Plan, as amended. The Company withheld 174,685 of these shares, at a fair value of approximately $5.1 million, to cover the withholding taxes related to the settlement of these vested restricted stock units, as permitted by the 2019 Equity Incentive Plan. During the year ended December 31, 2021, the Company issued 415,657 shares of its common stock in connection with the exercise of 415,657 common stock warrants issued to investors in connection with the Company’s January 2019 private placement transaction, for net proceeds of approximately $0.8 million. During the year ended December 31, 2021, the Company issued 543,686 shares of its common stock in connection with the cashless exercise of warrants to purchase 1,257,235 shares of common stock, which were issued to investors in connection with private placement transactions in December 2017. During the year ended December 31, 2021, the Company issued 10,286 shares of its common stock upon the cashless exercise of 12,000 stock options. During the year ended December 31, 2021, 2,000 shares of the Company’s 0% Series B Convertible Preferred Stock were converted into 2,000 shares of its common stock, leaving 2,199 shares outstanding. The Company currently has one equity compensation plan, the 2019 Equity Incentive Plan. On October 19, 2021, the Company’s stockholders approved the Second Amendment to its 2019 Equity Incentive Plan, which increased the number of shares of the Company’s common stock reserved for issuance by 4.4 million shares . |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Stock-Based Compensation | |
Stock-Based Compensation | Note 15. Stock-Based Compensation The 2019 Equity Incentive Plan authorizes the granting of stock-based compensation awards to directors, officers, employees, and advisors of the Company in the form of restricted stock awards (“RSAs”), restricted stock units (“RSUs”), or stock options, all of which settle in shares of the Company’s common stock upon vesting. 3.6 million shares of common stock were initially reserved for issuance. In July 2023, the Company adopted a new long-term incentive program under its 2019 Equity Incentive Plan, under which employees are eligible to receive performance-based RSAs or RSUs and service-based RSAs or RSUs. The performance-based awards are eligible to vest based on the relative performance of the Company’s common stock (“Total Stockholder Return” or “TSR”), compared to the performance of the Russell 3000 Index (the “Index TSR”), during the three-year performance period commencing as of the grant date of the TSR award (collectively, the “TSR Awards”). The TSR Awards have a vesting range of 0% to 200% of the recipient’s target award, which is calculated based on the difference between the Company’s TSR and the Index TSR over the three-year performance period, subject to the recipient’s continuous employment with the Company through the third anniversary of the award’s grant date. The service-based awards are eligible to vest in one-third annual installments over a three-year service period commencing on the award’s grant date, subject to the recipient’s continuous employment with the Company through the applicable vesting dates. In November 2020, the Company’s stockholders approved the First Amendment to the 2019 Equity Incentive Plan, which increased the shares of common stock reserved for issuance by 3.5 million shares. In October 2021, the Company’s stockholders approved the Second Amendment to the 2019 Equity Inventive Plan, which increased the shares of common stock reserved for issuance by 4.4 million shares. In July 2022, the Company’s stockholders approved the Third Amendment to the 2019 Equity Incentive Plan, which increased the shares of common stock reserved for issuance by 10.0 million shares. In June 2023, the Company’s stockholders approved the Fourth Amendment to the 2019 Equity Incentive Plan, which increased the shares of common stock reserved for issuance by 4.0 million shares. In December 2023, the Company’s stockholders approved the Fifth Amendment to the 2019 Equity Incentive Plan, which increased the shares of common stock reserved for issuance by 13.0 million shares. As of December 31, 2023, the Company had 18,517,831 shares of common stock reserved for issuance under the 2019 Equity Incentive Plan. The following table presents stock-based compensation expense by category: Years Ended December 31, 2023 2022 2021 Performance-based stock awards and units $ (4,703) $ 16,444 $ 63,556 Service-based stock awards and units 36,873 8,111 4,935 Total stock-based compensation $ 32,170 $ 24,555 $ 68,491 Stock-based compensation expense is recognized within Selling, general and administrative Performance-Based Awards and Units Performance-based awards and units are eligible to vest either: (i) over a three-year performance period ending December 31, 2023, based upon financial performance targets met during the performance period, and the completion of specified performance milestones related to development and monetization of added infrastructure capacity; or (ii) based on the Company’s TSR as compared to the Index TSR through December 31, 2025. The following table presents a summary of the activity of the performance-based RSAs: Weighted Average Grant-Date Per Share Number of Shares Fair Value Balance as of January 1, 2023 3,918,935 $ 25.92 Granted 2,076,340 $ 17.48 Vested (567,281) $ 24.96 Forfeited (499,468) $ 33.54 Balance as of December 31, 2023 4,928,526 $ 21.71 During the year ended December 31, 2022, the Company granted 245,266 performance-based RSAs with a grant date fair value of $1.7 million. During the year ended December 31, 2021, no performance-based RSAs were awarded. As of December 31, 2023, there was approximately $27.8 million of unrecognized compensation cost related to the performance-based RSAs, which is expected to be recognized over a remaining weighted-average vesting period of approximately 2.6 years. The following table presents a summary of the activity of the performance-based RSUs: Weighted Average Grant-Date Per Share Number of Shares Fair Value Balance as of January 1, 2023 — $ — Granted 246,426 $ 19.59 Vested — $ — Forfeited — $ — Balance as of December 31, 2023 246,426 $ 19.59 During the year ended December 31, 2022, the Company granted 1,412,299 performance-based RSUs with a grant date fair value of $15.1 million. During the year ended December 31, 2021, the Company granted 4,033,159 performance-based RSUs with a grant date fair value of $148.0 million. During the year ended December 31, 2022, all outstanding performance-based RSUs were converted into performance-based RSAs. As of December 31, 2023, there was approximately $4.1 million of unrecognized compensation cost related to the performance-based RSUs, which is expected to be recognized over a remaining weighted-average vesting period of approximately 2.6 years. Service-Based Awards and Units Service-based awards vest over a one two The following table presents a summary of the activity of the service-based RSAs: Weighted Average Grant-Date Per Share Number of Shares Fair Value Balance as of January 1, 2023 8,855,744 $ 6.84 Granted 1,313,925 $ 15.44 Vested (4,464,307) $ 6.89 Forfeited (807,468) $ 6.86 Balance as of December 31, 2023 4,897,894 $ 9.14 During the year ended December 31, 2022, the Company awarded 10,310,115 service-based RSAs with a grant date fair value of $69.4 million. During the year ended December 31, 2021, no service-based RSAs were awarded. As of December 31, 2023, there was approximately $29.0 million of unrecognized compensation cost related to the service-based RSAs, which is expected to be recognized over a remaining weighted-average vesting period of approximately 10 months The following table presents a summary of the activity of the service-based RSUs: Weighted Average Grant-Date Per Share Number of Shares Fair Value Balance as of January 1, 2023 — $ — Granted 155,213 $ 19.30 Vested — $ — Forfeited — $ — Balance as of December 31, 2023 155,213 $ 19.30 During the year ended December 31, 2022, the Company awarded 922,552 service-based RSUs with a grant date fair value of $6.4 million. During the year ended December 31, 2021, the Company granted 212,189 service-based RSUs with a grant date fair value of $7.1 million. During the year ended December 31, 2022, all outstanding service-based RSUs were converted into service-based RSAs. As of December 31, 2023, there was approximately $2.6 million of unrecognized compensation cost related to the service-based RSUs, which is expected to be recognized over a remaining weighted-average vesting period of approximately 2.2 years. Subsequent Awards In January 2024, the Company awarded 1,000,000 performance-based RSUs with a grant date fair value of approximately $14.1 million, 14,071,926 performance-based RSAs with a grant date fair value of approximately $199.5 million, and 38,707 service-based RSAs with a grant date fair value of approximately $0.6 million and a three-year service period. The performance-based awards are eligible to vest based on the Company’s TSR as compared to the Index TSR through December 31, 2025. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements | |
Fair Value Measurements | Note 16. Fair Value Measurements Assets and liabilities measured at fair value on a recurring basis The following tables present the Company’s assets and liabilities measured at fair value on a recurring basis: Fair value measured as of December 31, 2023 Significant Quoted prices in Significant other unobservable Total carrying active markets observable inputs inputs Value (Level 1) (Level 2) (Level 3) Bitcoin (a) $ 311,178 $ 311,178 $ — $ — Convertible note (b) $ 4,709 $ — $ — $ 4,709 Derivative asset (c) $ 104,218 $ — $ — $ 104,218 Contingent consideration liability (d) $ 909 $ — $ — $ 909 Fair value measured as of December 31, 2022 Significant Quoted prices in Significant other unobservable Total carrying active markets observable inputs inputs Value (Level 1) (Level 2) (Level 3) Derivative asset (b) $ 97,497 $ — $ — $ 97,497 Contingent consideration liability (c) $ 24,935 $ — $ — $ 24,935 (a) See Note 5. Bitcoin (b) See Note 6. Investments (c) See Note 9. Power Purchase Agreement (d) See Note 17. Commitments and Contingencies There were no transfers of financial instruments between Level 1, Level 2, and Level 3 during the periods presented. Assets and liabilities not measured at fair value on a recurring basis In addition to assets and liabilities that are measured at fair value on a recurring basis, we also measure certain assets and liabilities at fair value on a nonrecurring basis. Our non-financial assets, including goodwill, intangible assets, operating lease right of use assets, and property, plant and equipment, are measured at fair value when there is an indication of impairment and the carrying amount exceeds the asset’s projected undiscounted cash flows. These assets are recorded at fair value only when an impairment charge is recognized. As of December 31, 2023 and 2022, the fair values of cash and cash equivalents, accounts receivable, contract assets, prepaid expenses and other current assets, accounts payable, contract liabilities, and accrued expenses approximated their carrying values because of their short-term nature. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 17. Commitments and Contingencies Commitments Miners and mining equipment During the year ended December 31, 2023, the Company paid $191.1 million in deposits and payments to MicroBT for the purchase of miners pursuant to the Master Agreement described herein. The remaining commitment of approximately $270.4 million is due in installments through approximately April 2025 based on the estimated miner delivery schedule. Total payments of $220.0 million and $50.4 million are expected to be made in 2024 and 2025, respectively. During the year ended December 31, 2023, the Company paid $31.2 million in deposits and payments to Midas for the purchase of immersion cooling systems described herein. The remaining commitment of approximately $21.1 million is due in installments in early 2024, based on the estimated delivery schedule. Operating leases The Company leases its primary office locations and has a ground lease for its Rockdale Facility under noncancelable lease agreements that expire on varying dates through 2032. For additional information see Note 13. Leases Water reservation agreement The Company has a water reservation agreement, as amended, with the lessor of its ground lease to secure a certain quantity of non-potable water from a nearby lake to be used by the Company at its Rockdale Facility. The water reservation agreement runs through January 2032 and requires annual payments of approximately $2.2 million. The Company concluded that the water reservation agreement was not a lease or a derivative instrument. Because the Company obtained an additional right of use for the reserved water amount, and the charges were increased by a standalone price commensurate with the additional water use rights and at market rates, the water reservation agreement was determined to be a lease modification accounted for as a separate contract. As such, the fees of the water reservation agreement were excluded from the lease payments of the ground lease and the water reservation agreement was accounted for as a separate executory contract. Contingent consideration liability In February 2021, the State of Texas experienced an extreme and unprecedented winter weather event that resulted in prolonged freezing temperatures and caused an electricity generation shortage that was severely disruptive to the whole state. While demand for electricity reached extraordinary levels due to the extreme cold, the supply of electricity significantly decreased in part because of the inability of certain power generation facilities to supply electric power to the grid. Due to the extreme market price of electricity during this time, at the request of ERCOT, the Company stopped supplying power to its customers and instead sold power back to the grid. In April 2021, under the provisions of the PPA, and as a result of the weather event, the Company entered into a Qualified Scheduling Entity (“QSE”) Letter Agreement, which resulted in the Company being entitled to receive approximately $125.1 million for its power sales during the February winter storm, all under the terms and conditions of the QSE Letter Agreement. The Company received cash of $29.0 million in April 2021 (after deducting $10.0 million in power management fees owed by Whinstone), approximately $59.7 million was credited against power bills of the Company during 2022, with the remaining $26.3 million being contingent upon ERCOT’s future remittance. These amounts are recognized gross before fair value adjustments and expenses incurred by the Company for power management fees noted above and customer settlements. The fair value of the settlement agreement was estimated and recognized as an asset as part of acquisition accounting. As part of the Whinstone Acquisition (see Note 3. Acquisitions The estimated fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement. Upon the acquisition of Whinstone, the Company estimated the fair value of the contingent consideration using a discounted cash flow analysis, which included estimates of both the timing and amounts of potential future power credits. These estimates were determined using the Company’s historical consumption quantities and patterns combined with management’s expectations of its future consumption requirements, which required significant judgment and depend on various factors outside the Company’s control, such as construction delays. The discount rate of approximately 2.5% included observable market inputs, but also included unobservable inputs such as interest rate spreads, which were estimated based on qualitative judgment related to company-specific risk factors. Specifically, the Company used S&P Global’s B credit rating in the yield curve to estimate a reasonable interest rate spread to determine the cost of debt input because the power credits are subordinated obligations of the Company’s counterparty. Although these estimates are based on management’s best knowledge of current events, the estimates could change significantly from period to period. The following table presents the changes in the estimated fair value of our contingent consideration liability: Balance as of December 31, 2022 $ 24,935 Change in contingent consideration (24,026) Change in fair value of contingent consideration — Balance as of December 31, 2023 $ 909 Approximately $1.2 million of remaining future power to be received are estimated to be received over a period of 12 years . The Company determined the value of the contingent consideration as of December 31, 2023, using a discount rate of approximately 8.0% , which was based on the factors above, including the recent increase in interest rates. Contingencies Legal proceedings The Company, and our subsidiaries, are subject at times to various claims, lawsuits and governmental proceedings relating to our business and transactions arising in the ordinary course of business. We cannot predict the final outcome of such proceedings. Where appropriate, we vigorously defend such claims, lawsuits and proceedings. Some of these claims, lawsuits and proceedings seek damages, including, direct, consequential, exemplary, and/or punitive damages, in amounts that could, if awarded, be significant. Certain of the claims, lawsuits and proceedings arising in ordinary course of business are covered by our insurance program. We maintain property, and various types of liability insurance in an effort to protect ourselves from such claims. In terms of any matters where there is no insurance coverage available to us, or where coverage is available and we maintain a retention or deductible associated with such insurance, we may establish an accrual for such loss, retention or deductible based on current available information. In accordance with accounting guidance, if it is probable that an asset has been impaired or a liability has been incurred as of the date of the financial statements, and the amount of loss is reasonably estimable, then an accrual for the cost to resolve or settle these claims is recorded by us on the Consolidated Balance Sheets. If it is reasonably possible that an asset may be impaired as of the date of the financial statement, then we disclose the range of possible loss. Paid expenses related to the defense of such claims are recorded by us as incurred and paid. Management, with the assistance of outside counsel, may from time to time adjust such accruals according to new developments in the matter, court rulings, or changes in the strategy affecting our defense of such matters. On the basis of current information, we do not believe there is a reasonable possibility that any material loss, if any, will result from any claims, lawsuits and proceedings to which we are subject to either individually, or in the aggregate. Northern Data Working Capital Disputes On September 7, 2022, the Company filed a complaint against Northern Data AG (“Northern Data”) in the Delaware Court of Chancery (Case No. C.A. No. 2022-0792-LWW) disputing the purchase price of Whinstone and seeking declaratory relief and specific performance of the stock purchase agreement. On March 31, 2023, the parties filed a stipulation agreeing to dismiss all claims without prejudice and to submit the dispute for final determination to an independent accountant. The Company placed approximately $29.5 million in escrow pending the final determination of the independent accountant, and, on June 9, 2023, the independent accountant rendered a written final determination finding in favor of the Company on disputed issues totaling approximately $27.1 million. Accordingly, approximately $27.1 million of the escrowed amount was released from escrow and distributed to the Company on June 13, 2023, with the remaining approximately $2.4 million held in escrow allocated to Northern Data. As a result, the Company recognized a Deferred gain on acquisition post-close dispute settlement of $26.0 million on the Consolidated Balance Sheets. Following the final determination, Northern Data filed a complaint against the Company in the Delaware Court of Chancery (the “Chancery Court”) on June 23, 2023 (Case No. C.A. No. 2023-0650-LWW) challenging the independent accountant’s written final determination and seeking to re-litigate the purchase price adjustment process. The Company contests the legal and factual basis of Northern Data’s claims and filed a motion to dismiss the complaint on July 17, 2023, which the Chancery Court heard on February 13, 2024. The Chancery Court took the matter under advisement and it is now pending a ruling. While the Company intends to vigorously oppose such complaint, the Company cannot accurately predict the outcome of such ongoing litigation, or estimate the magnitude of such outcome, due to its early stage. Legacy Hosting Customer Disputes Rhodium On May 2, 2023, Whinstone filed a petition in the District Court for the 20th Judicial District of Milam County, Texas (Case No. CV41873), which it later amended, against Rhodium 30MW, LLC, Rhodium JV, LLC, Air HPC LLC, and Jordan HPC, LLC (collectively, “Rhodium”) asserting breach of contract claims for Rhodium’s failure to pay amounts due under Rhodium’s colocation agreements with Whinstone. Whinstone seeks recovery of more than $26.0 million, plus reasonable attorneys’ fees and costs, expenses, and pre- and post-judgment interest. On June 12, 2023, Rhodium answered and, along with non-parties Rhodium Encore LLC, Rhodium 2.0 LLC, and Rhodium 10mw LLC (collectively, the “Non-Parties”), moved to compel arbitration and filed counterclaims for breach of contract seeking recovery of at least $7.0-$10.0 million in power credits allegedly owed to Rhodium under the superseded agreements, as well as lost profits. On August 2, 2023, Rhodium disclosed the amount of damages it seeks to recover for these claims, which includes at least $42.0 million in alleged energy credits, at least $1.0 million in alleged lost profits for power diversion, and at least $0.7 million in alleged direct damages for breach of contract, plus lost profits and reasonable and necessary attorneys’ fees. On August 28, 2023, the district court granted Rhodium’s motion to compel arbitration and stay litigation. On November 27, 2023, Whinstone terminated the Rhodium JV, LLC and Air HPC LLC hosting agreements at the Rockdale Facility with immediate effect. On December 11, 2023, Rhodium and the Non-Parties submitted an arbitration demand to the American Arbitration Association seeking approximately $55.0 million in damages and specific performance of unspecified contracts. Whinstone believes Rhodium’s claims are without merit and intends to vigorously contest them, as appropriate. Because this litigation is still at this early stage, the Company cannot reasonably estimate the likelihood of an unfavorable outcome or the magnitude of such an outcome, if any. SBI Crypto Co. On April 5, 2023, SBI Crypto Co., Ltd. (“SBI”) filed a complaint in the United States District Court for the Western District of Texas (Case No. 6:23-cv-252), which it later amended, against Whinstone alleging breach of contract, fraud, and negligent bailment claims. On July 21, 2023, Whinstone filed a motion to dismiss the amended complaint, which was denied on October 25, 2023. SBI seeks recovery of at least $15.0 million in lost profits, at least $16.0 million for equipment damage, reasonable attorneys’ fees and costs, expenses, costs, and pre- and post-judgment interest. Whinstone believes many of the claims are barred or waived and substantively lack merit, and Whinstone plans to vigorously contest the same, as appropriate. While a preliminary investigation of the merits of SBI’s claims has commenced, because this litigation is still at this early stage, the Company cannot reasonably estimate the likelihood of an unfavorable outcome or the magnitude of such an outcome, if any. GMO On June 13, 2022, GMO Gamecenter USA, Inc. and its parent, GMO Internet, Inc., (collectively “GMO”) filed a complaint against Whinstone alleging breach of contract under the colocation services agreement between GMO and Whinstone, seeking damages in excess of $150.0 million. The case is pending in the United States District Court for the Southern District of New York (Case No. 1:22-cv-05974-JPC). Whinstone has responded to GMO’s claims and raised counterclaims of its own, alleging GMO itself breached the colocation services agreement, seeking a declaratory judgment and damages in excess of $25.0 million. On October 19, 2023, GMO filed its fourth amended complaint claiming an additional $496.0 million in damages, for loss of profit and profit sharing, based on Whinstone’s alleged wrongful termination of the colocation services agreement as of June 29, 2023. At this preliminary stage, the Company believes that GMO’s claims lack merit; however, because this litigation is still at this early stage, the Company cannot reasonably estimate the likelihood of an unfavorable outcome or the magnitude of such an outcome, if any. Class Actions and Related Shareholder Derivative Actions On August 25, 2023, the United States District Court for the District of New Jersey dismissed the Takata v. Riot Blockchain action (Case No. 3: 18-cv-02293, the “Takata Action”), with prejudice, dismissing all claims. Following the dismissal of the Takata Action, all shareholder derivative complaints filed against the Company were subsequently dismissed without prejudice. On October 23, 2023, the parties in Jackson v. Riot Blockchain, Inc., et al. (Case No. 604520/18) filed a joint stipulation of discontinuance dismissing all claims without prejudice. On January 18, 2023, the Eighth Judicial District Court of the State of Nevada entered an order voluntarily dismissing In re Riot Blockchain, Inc. Shareholder Derivative Litigation (Case No. A-18-774890-B) without prejudice. On October 6, 2023, plaintiff filed a notice in Finitz v. O’Rourke, et al. (Case No. 1:18-cv-09640) voluntarily dismissing all claims without prejudice. On September 26, 2023, plaintiff filed a notice in Monts v. O’Rourke, et al. (Case No. 1:18-cv-01443) voluntarily dismissing all claims without prejudice. |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income taxes | |
Income taxes | Note 18. Income taxes The following table presents the components of the loss before provision for income taxes: For the years ended December 31, 2023 2022 2021 Domestic $ (54,565) $ (521,302) $ (15,183) Foreign — — — Loss before provision for income taxes $ (54,565) $ (521,302) $ (15,183) The following table presents the components of income tax benefit (expense): As of December 31, 2023 2022 2021 Current: US Federal $ — $ — $ — US State 48 (789) (254) Foreign — — — Total current benefit (expense) $ 48 $ (789) $ (254) Deferred: US Federal $ 5,045 $ 12,538 $ — US State — — — Foreign — — — Total deferred benefit 5,045 12,538 — Total benefit (expense) for income taxes $ 5,093 $ 11,749 $ (254) The following table presents the tax effects of temporary differences and tax loss and credit carry forwards that give rise to significant portions of deferred tax assets and liabilities: As of December 31, 2023 2022 Deferred income tax assets: Operating lease liability $ 4,485 $ 5,178 Deferred revenue 3,735 4,595 Stock compensation 2,348 17,422 Bitcoin — 29,111 Intangible assets 6,523 6,501 Net operating losses 116,872 150,167 Other deferred tax assets 2,058 2,393 Total deferred tax assets 136,021 215,367 Valuation allowance (65,600) (108,060) Net deferred tax assets 70,421 107,307 Deferred income tax liabilities: Derivative asset (21,898) (22,678) Right of use asset (4,289) (5,043) Fixed assets (19,189) (79,586) Bitcoin (23,300) — Other deferred tax liabilities (1,745) — Total deferred tax liabilities (70,421) (107,307) Net deferred tax assets (liabilities) $ — $ — The Company has approximately $528.0 million and $171.0 million of federal and state tax Net Operating Losses (“NOLs”), respectively, that may be available to offset future taxable income. Federal and state net operating loss carryforwards of $130.0 million and $101.0 million, respectively, if not utilized, expire between 2026 and 2037. Under the Tax Cuts and Jobs Act, $398.0 million federal and $70.0 million state NOLs incurred after December 31, 2017 are carried forward indefinitely, but may be limited in utilization to 80% of taxable income. Furthermore, as a result of changes in the ownership of our common stock and changes in our business operations, our ability to use our federal and state NOLs may be subject to annual limitations limited under Internal Revenue Code Section 382 and 383. The annual limitations may result in the expiration of net operating losses and credits before they are able to be utilized. The Company does not expect any previous ownership changes, as defined under Section 382 and 383 of the Internal Revenue Code, to result in an ultimate limitation that will materially reduce the total amount of net operating loss carryforwards and credits that can be utilized. The statute of limitations for assessment by the IRS and state tax authorities is open for tax years ending December 31, 2018 through 2023, although carryforward attributes that were generated prior to tax year 2018 may still be adjusted upon examination by the IRS or state tax authorities if they either have been or will be used in a future period. Currently, no federal or state income tax returns are under examination by the respective taxing authorities. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and taxing strategies in making this assessment. In case the deferred tax assets will not be realized in future periods, the Company has provided a valuation allowance for the full amount of the deferred tax assets as of December 31, 2023 and 2022. The valuation allowance decreased by approximately $42.5 million during the year ended December 31, 2023. The following table reconciles the income tax benefit (expense) based on the U.S. federal statutory rate with actual income tax benefit (expense): For the years ended December 31, 2023 2022 Federal statutory rate $ 11,459 21.0% $ 109,376 21.0% State and local taxes, net of federal taxes 42 (0.1)% 3,403 0.7% Goodwill impairment — 0.0% (64,295) (12.3)% Contingent payment 5,045 9.3% 12,538 2.4% Section 162m compensation (21,315) (39.1)% (11,433) (2.2)% Stock compensation 2,648 4.9% 2,904 0.6% Return to provision (2,760) (5.1)% 9,026 1.7% Rate change on deferreds 3,919 7.2% (3,321) (0.6)% Deferred adjustment (36,159) (66.3)% — 0.0% Other (244) 0.5% — 0.0% Change in valuation allowance 42,458 77.8% (46,449) (8.9)% Income tax benefit (expense) $ 5,093 9.3% $ 11,749 2.3% The Company has not identified any uncertain tax positions requiring a reserve as of December 31, 2023 and 2022. The Company’s policy is to recognize interest and penalties that would be assessed in relation to the settlement value of unrecognized tax benefits as a component of income tax expense. The Company did not accrue either interest or penalties for the years ended December 31, 2023 and 2022. The Company is subject to U.S. federal income tax and primarily Florida, Colorado, and Texas state income tax. The Company has not been under tax examination in any jurisdiction for the years ended December 31, 2023 and 2022. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share | |
Earnings Per Share | Note 19. Earnings Per Share The following table presents potentially dilutive securities that are not included in the computation of diluted net income (loss) per share as their inclusion would be anti-dilutive: December 31, 2023 2022 2021 Warrants to purchase common stock 63,000 63,000 63,000 Unvested restricted stock awards (a) 9,824,546 — — Unvested restricted stock units 401,639 — 4,015,146 Convertible Series B preferred shares — — 2,199 Total 10,289,185 63,000 4,080,345 (a) Unvested restricted stock awards are included in total common shares outstanding but are excluded from the calculation of basic earnings per share. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2023 | |
Segment Information | |
Segment Information | Note 20. Segment Information The Company has two reportable segments: Bitcoin Mining and Engineering. The reportable segments are identified based on the types of service performed. No operating segments have been aggregated to form the reportable segments. Gross profit (loss) is the segment performance measure the CODM uses to assess the Company’s reportable segments. Segment gross profit (loss) is defined as segment revenue less segment cost of revenue, and is before elimination of intersegment profits. Prior to 2024, the Company had a Data Center Hosting reportable segment, but has since terminated all contracts with its legacy data center hosting customers. Commencing January 1, 2024, the CODM ceased analyzing the performance of the data center hosting operations and the Company ceased reporting data center hosting as a separate reportable segment. The Company has no plans to offer data center hosting services to new customers. All data hosting center revenue and costs of revenue for all periods presented are included in Revenue: Other Cost of Revenue: Other. The Company does not allocate assets to the reporting segments because its assets are managed on an entity-wide basis and, therefore, does not separately disclose the total assets of its reportable operating segments. The Bitcoin Mining segment generates revenue from the Bitcoin the Company earns through its Bitcoin mining activities. The Engineering segment generates revenue through customer contracts for custom engineered electrical products. All Other revenue All revenue and cost of revenue from intersegment transactions have been eliminated in the Condensed Consolidated Statements of Operations. Concentrations During the years ended December 31, 2023 and 2021, aside from the Bitcoin Mining revenue generated as a result of the Company’s participation in a mining pool, . During the year ended December 31, 2022, aside from the Bitcoin Mining revenue generated as a result of the Company’s participation in a mining pool, As of December 31, 2023 and 2022, five customers accounted for more than 70% and 80%, respectively, of consolidated accounts receivable, net. The following tables present segment revenue and segment gross profit (loss): Year Ended December 31, 2023 Bitcoin Mining Engineering Other Total Revenue from external customers $ 188,996 $ 64,303 $ 27,379 $ 280,678 Intersegment revenue — 8,522 127,052 135,574 Segment revenue 188,996 72,825 154,431 416,252 Less: Segment cost of revenue (134,516) (66,277) (186,256) (387,049) Segment gross profit (loss) $ 54,480 $ 6,548 $ (31,825) $ 29,203 Year Ended December 31, 2022 Bitcoin Mining Engineering Other Total Revenue from external customers $ 156,870 $ 65,342 $ 36,959 $ 259,171 Intersegment revenue — 20,016 64,856 84,872 Segment revenue 156,870 85,358 101,815 344,043 Less: Segment cost of revenue (84,897) (70,283) (116,200) (271,380) Segment gross profit (loss) $ 71,973 $ 15,075 $ (14,385) $ 72,663 Year Ended December 31, 2021 Bitcoin Mining Engineering Other Total Revenue from external customers $ 184,422 $ 4,178 $ 24,643 $ 213,243 Intersegment revenue — 1,087 — 1,087 Segment revenue 184,422 5,265 24,643 214,330 Less: Segment cost of revenue (45,513) (4,351) (32,998) (82,862) Segment gross profit (loss) $ 138,909 $ 914 $ (8,355) $ 131,468 The following table presents the reconciliation of segment gross profit (loss) to net income (loss) before taxes Years Ended December 31, 2023 2022 2021 Segment gross profit (loss) $ 29,203 $ 72,663 $ 131,468 Reconciling Items: Elimination of intersegment profits (2,858) (7,188) (318) Acquisition-related costs — (78) (21,198) Selling, general, and administrative (100,346) (67,452) (87,429) Depreciation and amortization (252,354) (107,950) (26,324) Change in fair value of Bitcoin 184,734 — — Change in fair value of derivative asset 6,721 71,418 12,112 Power curtailment credits 71,215 27,345 6,514 Change in fair value of contingent consideration — 159 (975) Realized gain on sale of Bitcoin — 30,346 253 (Loss) gain on sale/exchange of equipment (5,336) 16,281 — Casualty-related (charges) recoveries, net 5,974 (9,688) — Impairment of Bitcoin — (147,365) (43,973) Impairment of goodwill — (335,648) — Impairment of miners — (55,544) — Interest income (expense) 8,222 454 (296) Realized loss on sale of marketable equity securities — (8,996) — Realized gain on sale/exchange of long-term investment — — 26,260 Unrealized loss on marketable equity securities — — (13,655) Other income (expense) 260 (59) 2,378 Net income (loss) before taxes $ (54,565) $ (521,302) $ (15,183) |
Impacts of Adoption of ASU 2023
Impacts of Adoption of ASU 2023-08 | 12 Months Ended |
Dec. 31, 2023 | |
Impacts of Adoption of ASU 2023-08 | |
Impacts of Adoption of ASU 2023-08 | Note 21. Impacts of Adoption of ASU 2023-08 The following tables present a summary of the impacts of the adoption of ASU 2023-08, effective January 1, 2023, on the Company’s interim Condensed Consolidated Statements of Operations provided during the year ended December 31, 2023 ( all amounts are unaudited For the three months ended March 31, 2023 Consolidated Statements of Operations As previously reported Effects of adoption As adjusted Total revenue $ 73,236 $ — $ 73,236 Realized gain on sale of Bitcoin (13,775) 13,775 — Impairment of Bitcoin 4,472 (4,472) — Change in fair value of Bitcoin — (83,504) (83,504) Operating income (loss) (56,827) 74,201 17,374 Net income (loss) $ (55,688) $ 74,201 $ 18,513 Basic net income (loss) per share $ (0.33) $ 0.44 $ 0.11 Diluted net income (loss) per share $ (0.33) $ 0.44 $ 0.11 Basic weighted average number of shares outstanding 167,342,500 — 167,342,500 Diluted weighted average number of shares outstanding 167,342,500 4,771,833 172,114,333 For the three months ended June 30, 2023 For the six months ended June 30, 2023 Consolidated Statements of Operations As previously reported Effects of adoption As adjusted As previously reported Effects of adoption As adjusted Total revenue $ 76,739 $ — $ 76,739 $ 149,975 $ — $ 149,975 Realized gain on sale of Bitcoin (19,828) 19,828 — (33,603) 33,603 — Impairment of Bitcoin 5,638 (5,638) — 10,110 (10,110) — Change in fair value of Bitcoin — (14,490) (14,490) — (97,994) (97,994) Operating income (loss) (32,483) 300 (32,183) (89,310) 74,501 (14,809) Net income (loss) $ (27,687) $ 300 $ (27,387) $ (83,375) $ 74,501 $ (8,874) Basic and diluted net income (loss) per share $ (0.17) $ 0.01 $ (0.16) $ (0.51) $ 0.46 $ (0.05) Basic and diluted weighted average number of shares outstanding 167,342,813 — 167,342,813 162,559,956 — 162,559,956 For the three months ended September 30, 2023 For the nine months ended September 30, 2023 Consolidated Statements of Operations As previously reported Effects of adoption As adjusted As previously reported Effects of adoption As adjusted Total revenue $ 51,891 $ — $ 51,891 $ 201,866 $ — $ 201,866 Realized gain on sale of Bitcoin (13,495) 13,495 — (47,098) 47,098 — Impairment of Bitcoin 4,041 (4,041) — 14,151 (14,151) — Change in fair value of Bitcoin — 25,261 25,261 — (72,733) (72,733) Operating income (loss) (47,831) (34,715) (82,546) (137,141) 39,786 (97,355) Net income (loss) $ (45,325) $ (34,715) $ (80,040) $ (128,700) $ 39,786 $ (88,914) Basic and diluted net income (loss) per share $ (0.25) $ (0.19) $ (0.44) $ (0.76) $ 0.23 $ (0.53) Basic and diluted weighted average number of shares outstanding 180,952,689 — 180,952,689 168,758,240 — 168,758,240 |
Significant Accounting Polici_2
Significant Accounting Policies and Recent Accounting Pronouncements (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies and Recent Accounting Pronouncements | |
Use of estimates | Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ significantly from those estimates. The most significant accounting estimates inherent in the preparation of the Company’s financial statements include revenue recognition, valuing the derivative asset classified under Level 3 fair value hierarchy, determining the useful lives and recoverability of long-lived assets, impairment analysis of fixed assets and finite-lived intangibles, stock-based compensation, and the valuation allowance associated with the Company’s deferred tax assets. |
Update to previously issued condensed consolidated financial statements | Update to previously issued condensed consolidated financial statements As disclosed in Note 20. Segment Information Revenue: Other Cost of Revenue: Other The Company updated the accompanying Consolidated Statements of Operations for the years ended December 31, 2023, 2022, and 2021, and the related Notes included in this Exhibit 99.1, to reflect this change in operating segments. The following table presents the effects of the recast on the Company’s Consolidated Statements of Operations for the years ended December, 31, 2023, 2022, and 2021. There were no changes to other condensed consolidated financial statements as a result of this update. Year Ended December 31, 2023 As previously reported Adjustment As revised Revenue: Data Center Hosting $ 27,282 $ (27,282) $ — Other $ 97 $ 27,282 $ 27,379 Cost of revenue: Data Center Hosting $ 97,122 $ (97,122) $ — Other $ — $ 97,122 $ 97,122 Year Ended December 31, 2022 As previously reported Adjustment As revised Revenue: Data Center Hosting $ 36,862 $ (36,862) $ — Other $ 97 $ 36,862 $ 36,959 Cost of revenue: Data Center Hosting $ 61,906 $ (61,906) $ — Other $ — $ 61,906 $ 61,906 Year Ended December 31, 2021 As previously reported Adjustment As revised Revenue: Data Center Hosting $ 24,546 $ (24,546) $ — Other $ 97 $ 24,546 $ 24,643 Cost of revenue: Data Center Hosting $ 32,998 $ (32,998) $ — Other $ — $ 32,998 $ 32,998 The remainder of these Notes have been updated, as applicable, to reflect the impacts of the revision described above. |
Reclassifications | Reclassifications As described above, certain prior period amounts have been reclassified to conform to the current period presentation. |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents consists of cash on hand and highly liquid investments. We consider any highly liquid investments with an original maturity of three months or less at acquisition to be cash equivalents. From time to time, the Company’s cash account balances exceed the balances as covered by the FDIC. The Company has never suffered a loss due to such excess balances. |
Accounts receivable | Accounts receivable The Company’s accounts receivable balance consists of amounts due from its mining pool operator and data center hosting and engineering customers. The Company records accounts receivable at the invoiced amount less an allowance for any potentially uncollectable accounts under the current expected credit loss (“CECL”) impairment model and presents the net amount of the financial instrument expected to be collected. The CECL impairment model requires an estimate of expected credit losses, measured over the contractual life of an instrument, that considers forecasts of future economic conditions in addition to information about past events and current conditions. Based on this model, the Company considers many factors, including the age of the balance, collection history, and current economic trends. Bad debts are written off after all collection efforts have ceased. Allowances for credit losses are recorded as a direct reduction from an asset’s amortized cost basis. Credit losses and recoveries are recorded in Selling, general and administrative expenses Based on the Company’s current and historical collection experience, management recorded allowances for doubtful accounts of $1.5 million and $1.9 million as of December 31, 2023 and December 31, 2022, respectively. |
Bitcoin | Bitcoin As a result of the adoption of ASU 2023-08, Bitcoin is recorded at fair value, and changes in fair value are recognized in Change in fair value of Bitcoin, Operating income (loss) Prior to the adoption of ASU 2023-08, Bitcoin was accounted for as intangible assets with an indefinite useful life. Bitcoin was sold on a FIFO basis and measured for impairment whenever indicators of impairment are identified based on the intraday low quoted price of Bitcoin. To the extent an impairment loss was recognized, the loss established the new cost basis of the Bitcoin. Subsequent reversal of impairment losses was not permitted. Bitcoin awarded to the Company through its mining activities are accounted for in connection with the Company’s revenue recognition policy. Bitcoin is classified on the Company’s Consolidated Balance Sheet as a current asset due to the Company’s ability to sell it in a highly liquid marketplace and its intent to liquidate its Bitcoin to support operations when needed. Purchases and sales of Bitcoin by the Company and Bitcoin awarded to the Company are included within Operating activities substantially all of the Company’s Bitcoin production is sold within days of being produced, but never more than the production on a monthly basis per the Company’s internal policy |
Long-term investments | Long-term investments For equity investments, the Company initially records equity investments at cost then adjusts the carrying value of such equity investments through earnings when there is an observable transaction involving the same or a similar investment with the same issuer or upon an impairment. |
Revenue recognition | Revenue recognition Bitcoin Mining The Company has entered into digital asset mining pools by executing contracts with mining pool operators to provide computing power to the mining pool. The Company’s enforceable right to compensation begins only when, and lasts as long as, the Company provides computing power to the mining pool operator and is created as power is provided over time. The only consideration due to the Company relates to the provision of computing power. The contracts are terminable at any time by the Company, at no cost to the Company, or by the pool operator, under certain conditions specified in the contract. Providing computing power in digital asset transaction verification services is an output of the Company’s ordinary activities. Providing such computing power is the only performance obligation in the Company’s contracts with mining pool operators. The transaction consideration the Company receives, if any, is noncash consideration in the form of Bitcoin. Changes in the fair value of the noncash consideration due to form of the consideration (changes in the market price of Bitcoin) are not included in the transaction price and therefore, are not included in revenue. Certain mining pool operators charge fees to cover the costs of maintaining the pool, which are deducted from amounts we may otherwise earn and are treated as a reduction to the consideration received. Fees fluctuate and historically have been no more than approximately 2% per reward earned, on average. In exchange for providing computing power, the Company is entitled to either: ● a Full-Pay-Per-Share payout of Bitcoin based on a contractual formula, which primarily calculates the hash rate provided by the Company to the mining pool as a percentage of total network hash rate, and other inputs. The Company is entitled to consideration even if a block is not successfully placed by the mining pool operator. The contract is in effect until terminated by either party. ● The consideration is all variable. Because it is probable that a significant reversal of cumulative revenue will not occur and the Company is able to calculate the payout based on the contractual formula, noncash consideration is estimated and recognized based on the spot price of Bitcoin determined using the Company’s principal market for Bitcoin at the inception of each contract. Noncash consideration is measured at fair value at contract inception. Fair value of the crypto asset consideration is determined using the quoted price on the Company’s principal market for Bitcoin at the beginning of the contract period at the single bitcoin level (one bitcoin). This amount is recognized in revenue as hash rate is provided. ● The Company transitioned completely to this mining pool type in December 2022 and utilized it for the year ended December 31, 2023. Or: ● a fractional share of the fixed Bitcoin award the mining pool operator receives (less digital asset transaction fees to the mining pool operator which are immaterial and are recorded as a deduction from revenue) for successfully adding a block to the blockchain based on a proportion of the Company’s “scoring hash rate” to the pool’s “scoring hash rate” where the scoring hash rate as defined by the pool is the exponential moving average of the hash power contributed by the Company or by all pool members combined. The Company’s fractional share of the Bitcoin reward is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm. ● Because the consideration to which the Company expects to be entitled for providing computing power is entirely variable, as well as being noncash consideration, the Company assesses the estimated amount of the variable noncash consideration to which it expects to be entitled for providing computing power at contract inception and subsequently, to determine when and to what extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur once the uncertainty associated with the variable consideration is subsequently resolved (the “constraint”). Only when significant revenue reversal is concluded probable of not occurring can estimated variable consideration be included in revenue. Based on evaluation of likelihood and magnitude of a reversal in applying the constraint, the estimated variable noncash consideration is constrained from inclusion in revenue until the end of the contract term, when the underlying uncertainties have been resolved and number of Bitcoin to which the Company is entitled becomes known. ● Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized based on the spot rate of Bitcoin determined using the Company’s principal market for Bitcoin at the time of receipt. ● The Company utilized this mining pool type during the year ended December 31, 2021 and throughout 2022, until mid-December 2022. There is no significant financing component in these transactions due to the performance obligations and settlement of the transactions being on a daily basis. Engineering Substantially all revenue is derived from the sale of custom products built to customers’ specifications under fixed - price contracts with one identified performance obligation. Revenue is recognized over time as performance creates or enhances an asset with no alternative use, and for which the Company has an enforceable right to receive compensation as defined under the contract. To determine the amount of revenue to recognize over time, the Company utilizes the cost - to - cost method as management believes cost incurred best represents the amount of work completed and remaining on projects. As the cost - to - cost method is driven by incurred cost, the Company calculates the percentage of completion by dividing costs incurred to date by the total estimated cost. The percentage of completion is then multiplied by estimated revenue to determine inception - to - date revenue. Approved changes to design plans are generally recognized as a cumulative adjustment to the percentage of completion calculation. Revenue recognized for the period is the current inception - to - date recognized revenue less the prior period inception - to - date recognized revenue. If a contract is projected to result in a loss, the entire contract loss is recognized in the period when the loss was first determined, and any additional losses incurred subsequently are recognized in the subsequent reporting periods as they are identified. Additionally, contract costs incurred to date and expected total contract costs are continuously monitored during the term of the contract. Changes in the job performance, job conditions and final contract settlements are factors that influence management’s assessment of total contract value and the total estimated costs to complete those contracts, and therefore, profit and revenue recognition. Any costs to obtain a contract are not material to the Company’s financial statements and would be expensed as incurred. Because of the inherent uncertainties in estimating costs, it is at least reasonably possible that the estimates used will change within the near term. The length of time for the Company to complete a custom product varies but is typically between four to 12 weeks. Customers are typically required to make periodic progress payments to the Company based on contractually agreed - upon milestones. Invoices are due net, 30 days, and retainage, if any, is generally due 30 days after delivery. Taxes collected from customers and remitted to governmental authorities are excluded from revenue. Shipping and handling costs are treated as fulfillment costs and are included in cost of sales. Other In general, we provide power for our data center customers on a variable (sub-metered) basis. A customer pays us variable monthly fees for the specific amount of power utilized at rates specified in each contract, subject to certain minimums. We recognize variable power revenue each month as the uncertainty related to the consideration is resolved, power is provided to our customers, and our customers utilize the power (the customer simultaneously receives and consumes the benefits of the Company’s performance). We have determined that our contracts contain a series of performance obligations which qualify to be recognized under a practical expedient available known as the “right to invoice.” This determination allows variable consideration in such contracts to be allocated to and recognized in the period to which the consideration relates, which is typically the period in which it is billed, rather than requiring estimation of variable consideration at the inception of the contract. We have also determined that the contracts contain a significant financing component because the timing of revenue recognition differs from the timing of invoicing by a period, exceeding one year. The Company also installs certain hosted customers’ mining equipment and bills the customer at a fixed fee per piece of equipment or at an hourly rate. Revenue is recognized upon completion of the installation. We generate engineering and construction services revenue from the fabrication and deployment of immersion cooling technology for Bitcoin mining customers, for which we bill the customer at a fixed monthly fee or at an hourly rate. For the construction of customer-owned equipment, revenue is recognized upon completion of each phase of the construction project, as defined in each contract. For the construction of assets owned by us but paid for and used by the customer during the term of their data center hosting contract, revenue is recognized on a straight-line basis over the remaining life of the contract. Due to the long-term nature of the hosting contracts, there is a significant financing component in transactions where the customer paid for the construction of assets owned by the Company. Maintenance services include cleaning, cabling, and other services to maintain customer equipment. We bill the customer at a fixed monthly fee or at an hourly rate. Revenue is recognized as these services are provided. Deferred revenue is primarily from advance payments received and is recognized on a straight-line basis over the remaining life of the contract or upon completion of the installation of the customers’ equipment. Our primary data center hosting contracts contain Service Level Agreement clauses, which guarantee a certain percentage of time that power will be available to our customers. In the rare case that we may incur penalties under these clauses, we recognize the payment as variable consideration and a reduction of the transaction price and, therefore, of revenue, when not in exchange for a good or service from the customer. |
Fair value measurement | Fair value measurement Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. Fair value measurements are classified and disclosed in one of the following three categories: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Observable inputs other than Level 1 prices, for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company will update its assumptions each reporting period based on new developments and record such amounts at fair value based on the revised assumptions until the agreements expire or contingency is resolved, as applicable. |
Property and equipment | Property and equipment Property and equipment is stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets. Estimated useful lives for leasehold improvements are typically the lesser of the estimated useful life of the asset or the life of the term of the lease. The estimated useful lives for all the Company’s property and equipment are as follows: Life (Years) Buildings and building improvements 10-25 Miners and mining equipment 2 Machinery and facility equipment 5-10 Office and computer equipment 3 |
Impairment of long-lived assets | Impairment of long-lived assets Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted future cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. |
Goodwill | Goodwill Goodwill represents the cost of a business acquisition in excess of the fair value of the net assets acquired. Goodwill is not amortized and is reviewed for impairment annually as of December 31, or more frequently if facts and circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. We use both qualitative and quantitative analyses in making this determination. The Company determined that it has two reporting units for goodwill impairment testing purposes, Bitcoin Mining and Engineering, which is consistent with internal management reporting and management’s oversight of operations. Our analyses require significant assumptions and judgments, including assumptions about future economic conditions, revenue growth, and operating margins, among other factors. Example events or changes in circumstances considered in the qualitative analysis, many of which are subjective in nature, include: a significant negative trend in our industry or overall economic trends, a significant change in how we use the acquired assets, a significant change in our business strategy, a significant decrease in the market value of the asset, a significant change in regulations or in the industry that could affect the value of the asset, and a change in segments. If it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company performs the quantitative test to identify and measure the amount of goodwill impairment loss. The Company compares the fair value of the reporting unit with its carrying amount. If the carrying amount exceeds the fair value, goodwill of the reporting unit is considered impaired and that excess is recognized as a goodwill impairment loss. |
Finite-lived intangible assets | Finite-lived intangible assets Intangible assets with finite lives are comprised of customer contracts, trademarks, UL Listings, and patents that are amortized on a straight-line basis over their expected useful lives, which is their contractual term or estimated useful life. Patents costs consisting of filing and legal fees incurred are initially recorded at cost. Certain patents are in the legal application process and therefore are not currently being amortized. The Company performs assessments to determine whether finite-lived classification is still appropriate at least annually. The carrying value of finite-lived assets and their remaining useful lives are also reviewed at least annually to determine if circumstances exist which may indicate a potential impairment or revision to the amortization period. A finite-lived intangible asset is considered to be impaired if its carrying value exceeds the estimated future undiscounted cash flows to be derived from it. We exercise judgment in selecting the assumptions used in the estimated future undiscounted cash flows analysis. Impairment is measured by the amount that the carrying value exceeds fair value. The use of different estimates or assumptions could result in significantly different fair values for our reporting units and intangible assets. |
Business combinations | Business combinations The Company uses the acquisition method of accounting by recognizing the identifiable tangible and intangible assets acquired and liabilities assumed, and any non-controlling interest in the acquired business, measured at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the aforementioned amounts. Contingent consideration is included within the purchase price and is recognized at its fair value on the acquisition date. A liability resulting from contingent consideration is remeasured to fair value as of each reporting date until the contingency is resolved, and subsequent changes in fair value are recognized in earnings. Contingent consideration is recorded in current and long-term liabilities on our Consolidated Balance Sheets. While we use our best estimates and assumptions to accurately apply preliminary values to assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, these estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of the assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the Consolidated Statements of Operations. Accounting for business combinations requires management to make significant estimates and assumptions, especially at the acquisition date, including estimates for intangible assets, contractual obligations assumed, pre-acquisition contingencies, and contingent consideration, where applicable. Although we believe the assumptions and estimates we have made have been reasonable and appropriate, they are based in part on historical experience and information obtained from management of the acquired companies and are inherently uncertain. Critical estimates in valuing certain of the intangible assets we have acquired include; future expected cash flows from customer contracts, discount rates, and estimated market changes in the value of the PPA, which is accounted for as a nonhedged derivative contract. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates, or actual results. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred. |
Investment in marketable equity securities | Investment in marketable equity securities The Company measures its investments in marketable equity securities at fair value at each balance sheet date, with unrealized holding gains and losses recorded in other income (expense), as the shares have a readily determinable fair value since they are publicly traded and have significant average daily volume traded. |
Leases | Leases The Company determines whether an arrangement contains a lease at the inception of the arrangement. If a lease is determined to exist, the term of such lease is assessed based on the date on which the underlying asset is made available for the Company’s use by the lessor. The Company’s assessment of the lease term reflects the non-cancelable term of the lease, inclusive of any rent-free periods and/or periods covered by early-termination options which the Company is reasonably certain of not exercising, as well as periods covered by renewal options which the Company is reasonably certain of exercising. The Company also determines lease classification as either operating or finance at lease commencement, which governs the pattern of expense recognition and the presentation reflected on the Consolidated Statements of Operations over the lease term. For all periods presented, the Company only had operating leases. For leases with a term exceeding 12 months, an operating lease liability is recorded on the Company’s consolidated balance sheet at lease commencement reflecting the present value of its fixed minimum payment obligations over the lease term. A corresponding operating lease right-of-use asset equal to the initial lease liability is also recorded, adjusted for any prepaid rent and/or initial direct costs incurred in connection with execution of the lease and reduced by any lease incentives received. For purposes of measuring the present value of its fixed payment obligations for a given lease, the Company uses its incremental borrowing rate, determined based on information available at lease commencement, as rates implicit in its leasing arrangements are typically not readily determinable. The Company’s incremental borrowing rate reflects the rate it would pay to borrow on a secured basis and incorporates the term and economic environment of the associated lease. For the Company’s operating leases, fixed lease payments are recognized as lease expense on a straight-line basis over the lease term. For leases with a term of 12 months or less, any fixed lease payments are recognized on a straight-line basis over the lease term and are not recognized on the Consolidated Balance Sheets as an accounting policy election. Leases qualifying for the short-term lease exception were insignificant. Variable lease costs are recognized as incurred and primarily consist of common area maintenance and utility charges not included in the measurement of right of use assets and operating lease liabilities. |
Operating segments | Operating segments Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the CODM in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is comprised of several members of its executive management team who use revenue and cost of revenue of its reporting segments to assess the performance of the business of our reportable operating segments. |
Income Taxes | Income taxes The Company accounts for income taxes under the asset and liability method, in which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is required to the extent any deferred tax assets may not be realizable. |
Contract balances | Contract balances Contract assets consist of costs and estimated earnings in excess of billings on uncompleted engineering contracts. Deferred revenue relates to upfront payments and consideration received from customers for data center hosting and the upfront license fee generated from our legacy animal health business. Contract liabilities consist of billings in excess of costs and estimated earnings on uncompleted engineering contracts, |
Remaining performance obligations | Remaining performance obligations Remaining performance obligations represent the transaction price of contracts for work that has not yet been performed. The Company elected the practical expedient to not adjust the transaction price for the existence of a significant financing component if the timing difference between a customer’s payment and our performance is one year or less. |
Stock-based compensation | Stock-based compensation The Company accounts for share-based payment awards exchanged for services at the estimated grant date fair value of the award, which is based on the fair market value of the Company’s common stock at the time of the grant. For performance-based share-based payment awards, the Company recognizes compensation cost over the performance period when achievement of the milestones and targets is probable. The Company has elected to account for forfeitures of awards as they occur. |
Recently Issued Accounting Pronouncements | Recently issued accounting pronouncements The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequences of the change to its Consolidated Financial Statements and assures that there are proper controls in place to ascertain that the Company’s Consolidated Financial Statements properly reflect the change. In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures In December 2023, the FASB issued ASU 2023-08, Intangibles - Goodwill and Other - Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets, Accumulated deficit Impacts of Adoption of ASU 2023-08 In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Financial Instruments – Credit Losses |
Significant Accounting Polici_3
Significant Accounting Policies and Recent Accounting Pronouncements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies and Recent Accounting Pronouncements | |
Schedule of recast on the statements of operations | Year Ended December 31, 2023 As previously reported Adjustment As revised Revenue: Data Center Hosting $ 27,282 $ (27,282) $ — Other $ 97 $ 27,282 $ 27,379 Cost of revenue: Data Center Hosting $ 97,122 $ (97,122) $ — Other $ — $ 97,122 $ 97,122 Year Ended December 31, 2022 As previously reported Adjustment As revised Revenue: Data Center Hosting $ 36,862 $ (36,862) $ — Other $ 97 $ 36,862 $ 36,959 Cost of revenue: Data Center Hosting $ 61,906 $ (61,906) $ — Other $ — $ 61,906 $ 61,906 Year Ended December 31, 2021 As previously reported Adjustment As revised Revenue: Data Center Hosting $ 24,546 $ (24,546) $ — Other $ 97 $ 24,546 $ 24,643 Cost of revenue: Data Center Hosting $ 32,998 $ (32,998) $ — Other $ — $ 32,998 $ 32,998 |
Schedule of estimated useful lives of property and equipment | Life (Years) Buildings and building improvements 10-25 Miners and mining equipment 2 Machinery and facility equipment 5-10 Office and computer equipment 3 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Acquisition of ESS Metron [Member] | |
Acquisitions (Tables) [Line Items] | |
Schedule of Assets and Liabilities Acquired | Cash and cash equivalents $ 549 Accounts receivable 9,879 Prepaid and other current assets 636 Inventory and work-in-progress 1,175 Costs and estimated earnings in excess of billings 13,205 Property and equipment 4,501 Intangible assets 14,000 Right of use asset 6,714 Accounts payable (9,235) Accrued expenses (1,239) Billings in excess of costs and estimated earnings (5,883) Operating lease liabilities (6,714) Warranty liability (116) Total identifiable assets and liabilities acquired 27,472 Goodwill 29,379 Total purchase consideration $ 56,851 |
Whinstone | |
Acquisitions (Tables) [Line Items] | |
Schedule of Assets and Liabilities Acquired | Cash and cash equivalents $ 10,400 Accounts receivable 1,072 Prepaid expenses and other current assets 2,176 Property and equipment 91,707 Derivative asset 13,967 Right of use asset 6,547 Security deposits 1,775 Future power credits 82,953 Accounts payable (12,853) Accrued expenses (504) Deferred revenue and customer deposits (34,856) Operating lease liabilities (8,184) Total identifiable assets and liabilities acquired 154,200 Goodwill 306,184 Total purchase consideration $ 460,384 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contracts with Customers | |
Schedule of changes in the contract liabilities and deferred revenue | Years Ended December 31, 2023 2022 Beginning balance $ 29,197 $ 27,903 Revenue recognized (11,226) (6,805) Other changes in contract liabilities 4,361 8,099 Ending balance $ 22,332 $ 29,197 |
Schedule of disaggregated revenue | 2024 2025 2026 2027 2028 Thereafter Total Legacy data center hosting contract $ 2,362 $ 2,362 $ 2,362 $ 2,362 $ 2,362 $ 5,964 $ 17,774 Engineering 4,073 — — — — — 4,073 Other 97 97 97 97 97 — 485 Total contract liabilities $ 6,532 $ 2,459 $ 2,459 $ 2,459 $ 2,459 $ 5,964 $ 22,332 |
Bitcoin (Tables)
Bitcoin (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Bitcoin | |
Schedule of additional information | The following table presents information about the Company’s Bitcoin balance held: Quantity Amounts Balance as of January 1, 2022 4,884 $ 150,593 Revenue recognized from Bitcoin mined 5,554 156,870 Proceeds from sale of Bitcoin (3,425) (79,529) Exchange of Bitcoin for employee compensation (39) (1,495) Realized gain on sale/exchange of Bitcoin — 30,346 Impairment of Bitcoin — (147,365) Balance as of December 31, 2022 6,974 109,420 Cumulative effect upon adoption of ASU 2023-08 — 5,994 Revenue recognized from Bitcoin mined 6,626 188,996 Bitcoin receivable (21) (878) Proceeds from sale of Bitcoin (6,185) (176,219) Exchange of Bitcoin for employee compensation (32) (869) Change in fair value of Bitcoin — 184,734 Balance as of December 31, 2023 7,362 $ 311,178 Carrying value of Bitcoin as of December 31, 2023 (a) $ 199,928 Realized gains on the sale of Bitcoin for the year ended December 31, 2023 (b) $ 80,174 (a) The carrying value of Bitcoin is equal to the post-impairment value of all Bitcoin held as of the adoption of ASU 2023-08 on January 1, 2023, and, for Bitcoin produced subsequent to the adoption ASU 2023-08, the initial value of the Bitcoin as determined for revenue recognition purposes. (b) Bitcoin is sold on a FIFO basis. During the year ended December 31, 2023, gains were recognized on all sales of Bitcoin and are included in Change in fair value of Bitcoin on the Consolidated Statements of Operations. |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Investments | |
Schedule of convertible note | The following table presents information about the convertible note: Investment $ 4,500 Accrued interest 59 Amortized costs basis 4,559 Unrealized holding gains (losses) in accumulated other comprehensive income 150 Fair value as of December 31, 2023 $ 4,709 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment | |
Schedule of property and equipment | Property and equipment consists of the following: December 31, December 31, 2023 2022 Buildings and building improvements $ 348,865 $ 229,685 Land rights and land improvements 10,320 10,164 Miners and mining equipment 496,230 441,324 Machinery and facility equipment 39,144 35,125 Office and computer equipment 2,108 1,206 Construction in progress 166,970 97,231 Total cost of property and equipment 1,063,637 814,735 Less accumulated depreciation (359,443) (122,180) Property and equipment, net $ 704,194 $ 692,555 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets | |
Schedule of finite-lived intangible assets | The following table presents the Company’s finite-lived intangible assets as of December 31, 2023: Weighted- Gross Accumulated Net book average life book value amortization value (years) Customer contracts $ 6,300 $ (1,292) $ 5,008 10 Trademark 5,000 (1,042) 3,958 10 UL Listings 2,700 (469) 2,231 12 Patents 10,060 (5,560) 4,500 Various Finite-lived intangible assets $ 24,060 $ (8,363) $ 15,697 The following table presents the Company’s finite-lived intangible assets as of December 31, 2022: Weighted- Gross Accumulated Net book average life book value amortization value (years) Customer contracts $ 6,300 $ (671) $ 5,629 10 Trademark 5,000 (542) 4,458 10 UL Listings 2,700 (244) 2,456 12 Patents 10,060 (1,126) 8,934 Various Finite-lived intangible assets $ 24,060 $ (2,583) $ 21,477 |
Schedule of the estimated future amortization expense of finite-lived intangible assets | The following table presents the estimated future amortization of the Company’s finite-lived intangible assets as of December 31, 2023: 2024 $ 5,823 2025 1,355 2026 1,355 2027 1,355 2028 1,355 Thereafter 4,455 Total $ 15,697 |
Power Purchase Agreement (Table
Power Purchase Agreement (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Power Purchase Agreement | |
Schedule of changes in estimated fair value of derivative asset | Balance as of December 31, 2022 $ 97,497 Change in fair value of derivative asset 6,721 Balance as of December 31, 2023 $ 104,218 |
Deposits (Tables)
Deposits (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Deposits | |
Schedule of deposits on equipment | Deposits on equipment: Balance as of December 31, 2022 $ 33,273 Additions 230,397 Reclassifications to property and equipment (78,376) Balance as of December 31, 2023 185,294 Security deposits 29,715 Total long-term deposits $ 215,009 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Expenses | |
Schedule of accrued expenses | The Company’s accrued expenses consist of the following: December 31, December 31, 2023 2022 Construction in progress $ 23,451 $ 16,621 Power related costs and remittances 11,114 32,632 Compensation 14,888 8,582 Insurance 7,490 3,660 Other 5,685 3,969 Total accrued expenses $ 62,628 $ 65,464 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Schedule of lease expense | Years Ended December 31, 2023 2022 2021 Operating lease cost $ 3,747 $ 3,193 $ 678 Variable lease cost 240 182 51 Operating lease expense 3,987 3,375 729 Short-term lease rent expense — — 19 Total lease expense $ 3,987 $ 3,375 $ 748 |
Schedule of other information | 2023 2022 2021 Operating cash outflows for operating leases $ 3,522 $ 2,789 $ 435 Right of use assets exchanged for new operating lease liabilities $ 1,249 $ 10,333 $ 13,622 Weighted-average remaining lease term – operating leases 7.5 8.5 8.6 Weighted-average discount rate – operating leases 6.7 % 6.6 % 5.8 % |
Schedule of future minimum operating lease payments | The following table represents our future minimum operating lease payments as of December 31, 2023: Ground lease Office and other leases Total 2024 $ 1,998 $ 1,798 $ 3,796 2025 2,058 1,495 3,553 2026 2,119 1,425 3,544 2027 2,183 1,305 3,488 2028 2,249 1,017 3,266 Thereafter 7,369 2,426 9,795 Total undiscounted lease payments 17,976 9,466 27,442 Less present value discount (4,685) (1,412) (6,097) Present value of lease liabilities $ 13,291 $ 8,054 $ 21,345 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of stock-based compensation | Years Ended December 31, 2023 2022 2021 Performance-based stock awards and units $ (4,703) $ 16,444 $ 63,556 Service-based stock awards and units 36,873 8,111 4,935 Total stock-based compensation $ 32,170 $ 24,555 $ 68,491 |
Performance-based RSAs | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of performance-based awards | Weighted Average Grant-Date Per Share Number of Shares Fair Value Balance as of January 1, 2023 3,918,935 $ 25.92 Granted 2,076,340 $ 17.48 Vested (567,281) $ 24.96 Forfeited (499,468) $ 33.54 Balance as of December 31, 2023 4,928,526 $ 21.71 |
Performance-based RSUs | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of performance-based awards | Weighted Average Grant-Date Per Share Number of Shares Fair Value Balance as of January 1, 2023 — $ — Granted 246,426 $ 19.59 Vested — $ — Forfeited — $ — Balance as of December 31, 2023 246,426 $ 19.59 |
Service-based RSAs | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of service-based awards | Weighted Average Grant-Date Per Share Number of Shares Fair Value Balance as of January 1, 2023 8,855,744 $ 6.84 Granted 1,313,925 $ 15.44 Vested (4,464,307) $ 6.89 Forfeited (807,468) $ 6.86 Balance as of December 31, 2023 4,897,894 $ 9.14 |
Service-based RSUs | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of service-based awards | Weighted Average Grant-Date Per Share Number of Shares Fair Value Balance as of January 1, 2023 — $ — Granted 155,213 $ 19.30 Vested — $ — Forfeited — $ — Balance as of December 31, 2023 155,213 $ 19.30 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements | |
Schedule of assets and liabilities measured at fair value on recurring basis | Fair value measured as of December 31, 2023 Significant Quoted prices in Significant other unobservable Total carrying active markets observable inputs inputs Value (Level 1) (Level 2) (Level 3) Bitcoin (a) $ 311,178 $ 311,178 $ — $ — Convertible note (b) $ 4,709 $ — $ — $ 4,709 Derivative asset (c) $ 104,218 $ — $ — $ 104,218 Contingent consideration liability (d) $ 909 $ — $ — $ 909 Fair value measured as of December 31, 2022 Significant Quoted prices in Significant other unobservable Total carrying active markets observable inputs inputs Value (Level 1) (Level 2) (Level 3) Derivative asset (b) $ 97,497 $ — $ — $ 97,497 Contingent consideration liability (c) $ 24,935 $ — $ — $ 24,935 (a) See Note 5. Bitcoin (b) See Note 6. Investments (c) See Note 9. Power Purchase Agreement (d) See Note 17. Commitments and Contingencies |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies | |
Schedule of changes in estimated fair value of liability | Balance as of December 31, 2022 $ 24,935 Change in contingent consideration (24,026) Change in fair value of contingent consideration — Balance as of December 31, 2023 $ 909 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income taxes | |
Schedule of components of loss from continuing operations by domestic and foreign jurisdictions | The following table presents the components of the loss before provision for income taxes: For the years ended December 31, 2023 2022 2021 Domestic $ (54,565) $ (521,302) $ (15,183) Foreign — — — Loss before provision for income taxes $ (54,565) $ (521,302) $ (15,183) |
Schedule of components of income tax benefit expense | The following table presents the components of income tax benefit (expense): As of December 31, 2023 2022 2021 Current: US Federal $ — $ — $ — US State 48 (789) (254) Foreign — — — Total current benefit (expense) $ 48 $ (789) $ (254) Deferred: US Federal $ 5,045 $ 12,538 $ — US State — — — Foreign — — — Total deferred benefit 5,045 12,538 — Total benefit (expense) for income taxes $ 5,093 $ 11,749 $ (254) |
Schedule of deferred tax assets and liabilities | The following table presents the tax effects of temporary differences and tax loss and credit carry forwards that give rise to significant portions of deferred tax assets and liabilities: As of December 31, 2023 2022 Deferred income tax assets: Operating lease liability $ 4,485 $ 5,178 Deferred revenue 3,735 4,595 Stock compensation 2,348 17,422 Bitcoin — 29,111 Intangible assets 6,523 6,501 Net operating losses 116,872 150,167 Other deferred tax assets 2,058 2,393 Total deferred tax assets 136,021 215,367 Valuation allowance (65,600) (108,060) Net deferred tax assets 70,421 107,307 Deferred income tax liabilities: Derivative asset (21,898) (22,678) Right of use asset (4,289) (5,043) Fixed assets (19,189) (79,586) Bitcoin (23,300) — Other deferred tax liabilities (1,745) — Total deferred tax liabilities (70,421) (107,307) Net deferred tax assets (liabilities) $ — $ — |
Schedule of tax expense (benefit) based on the U.S. federal statutory rate | The following table reconciles the income tax benefit (expense) based on the U.S. federal statutory rate with actual income tax benefit (expense): For the years ended December 31, 2023 2022 Federal statutory rate $ 11,459 21.0% $ 109,376 21.0% State and local taxes, net of federal taxes 42 (0.1)% 3,403 0.7% Goodwill impairment — 0.0% (64,295) (12.3)% Contingent payment 5,045 9.3% 12,538 2.4% Section 162m compensation (21,315) (39.1)% (11,433) (2.2)% Stock compensation 2,648 4.9% 2,904 0.6% Return to provision (2,760) (5.1)% 9,026 1.7% Rate change on deferreds 3,919 7.2% (3,321) (0.6)% Deferred adjustment (36,159) (66.3)% — 0.0% Other (244) 0.5% — 0.0% Change in valuation allowance 42,458 77.8% (46,449) (8.9)% Income tax benefit (expense) $ 5,093 9.3% $ 11,749 2.3% |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share | |
Schedule of antidilutive securities | December 31, 2023 2022 2021 Warrants to purchase common stock 63,000 63,000 63,000 Unvested restricted stock awards (a) 9,824,546 — — Unvested restricted stock units 401,639 — 4,015,146 Convertible Series B preferred shares — — 2,199 Total 10,289,185 63,000 4,080,345 (a) Unvested restricted stock awards are included in total common shares outstanding but are excluded from the calculation of basic earnings per share. |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Information | |
Schedule of segment reporting information gross margin | The following tables present segment revenue and segment gross profit (loss): Year Ended December 31, 2023 Bitcoin Mining Engineering Other Total Revenue from external customers $ 188,996 $ 64,303 $ 27,379 $ 280,678 Intersegment revenue — 8,522 127,052 135,574 Segment revenue 188,996 72,825 154,431 416,252 Less: Segment cost of revenue (134,516) (66,277) (186,256) (387,049) Segment gross profit (loss) $ 54,480 $ 6,548 $ (31,825) $ 29,203 Year Ended December 31, 2022 Bitcoin Mining Engineering Other Total Revenue from external customers $ 156,870 $ 65,342 $ 36,959 $ 259,171 Intersegment revenue — 20,016 64,856 84,872 Segment revenue 156,870 85,358 101,815 344,043 Less: Segment cost of revenue (84,897) (70,283) (116,200) (271,380) Segment gross profit (loss) $ 71,973 $ 15,075 $ (14,385) $ 72,663 Year Ended December 31, 2021 Bitcoin Mining Engineering Other Total Revenue from external customers $ 184,422 $ 4,178 $ 24,643 $ 213,243 Intersegment revenue — 1,087 — 1,087 Segment revenue 184,422 5,265 24,643 214,330 Less: Segment cost of revenue (45,513) (4,351) (32,998) (82,862) Segment gross profit (loss) $ 138,909 $ 914 $ (8,355) $ 131,468 |
Schedule of segment reporting information net income (loss) before taxes | The following table presents the reconciliation of segment gross profit (loss) to net income (loss) before taxes Years Ended December 31, 2023 2022 2021 Segment gross profit (loss) $ 29,203 $ 72,663 $ 131,468 Reconciling Items: Elimination of intersegment profits (2,858) (7,188) (318) Acquisition-related costs — (78) (21,198) Selling, general, and administrative (100,346) (67,452) (87,429) Depreciation and amortization (252,354) (107,950) (26,324) Change in fair value of Bitcoin 184,734 — — Change in fair value of derivative asset 6,721 71,418 12,112 Power curtailment credits 71,215 27,345 6,514 Change in fair value of contingent consideration — 159 (975) Realized gain on sale of Bitcoin — 30,346 253 (Loss) gain on sale/exchange of equipment (5,336) 16,281 — Casualty-related (charges) recoveries, net 5,974 (9,688) — Impairment of Bitcoin — (147,365) (43,973) Impairment of goodwill — (335,648) — Impairment of miners — (55,544) — Interest income (expense) 8,222 454 (296) Realized loss on sale of marketable equity securities — (8,996) — Realized gain on sale/exchange of long-term investment — — 26,260 Unrealized loss on marketable equity securities — — (13,655) Other income (expense) 260 (59) 2,378 Net income (loss) before taxes $ (54,565) $ (521,302) $ (15,183) |
Impacts of Adoption of ASU 20_2
Impacts of Adoption of ASU 2023-08 (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Impacts of Adoption of ASU 2023-08 | |
Summary of the impacts of the adoption of ASU 2023-08 | For the three months ended March 31, 2023 Consolidated Statements of Operations As previously reported Effects of adoption As adjusted Total revenue $ 73,236 $ — $ 73,236 Realized gain on sale of Bitcoin (13,775) 13,775 — Impairment of Bitcoin 4,472 (4,472) — Change in fair value of Bitcoin — (83,504) (83,504) Operating income (loss) (56,827) 74,201 17,374 Net income (loss) $ (55,688) $ 74,201 $ 18,513 Basic net income (loss) per share $ (0.33) $ 0.44 $ 0.11 Diluted net income (loss) per share $ (0.33) $ 0.44 $ 0.11 Basic weighted average number of shares outstanding 167,342,500 — 167,342,500 Diluted weighted average number of shares outstanding 167,342,500 4,771,833 172,114,333 For the three months ended June 30, 2023 For the six months ended June 30, 2023 Consolidated Statements of Operations As previously reported Effects of adoption As adjusted As previously reported Effects of adoption As adjusted Total revenue $ 76,739 $ — $ 76,739 $ 149,975 $ — $ 149,975 Realized gain on sale of Bitcoin (19,828) 19,828 — (33,603) 33,603 — Impairment of Bitcoin 5,638 (5,638) — 10,110 (10,110) — Change in fair value of Bitcoin — (14,490) (14,490) — (97,994) (97,994) Operating income (loss) (32,483) 300 (32,183) (89,310) 74,501 (14,809) Net income (loss) $ (27,687) $ 300 $ (27,387) $ (83,375) $ 74,501 $ (8,874) Basic and diluted net income (loss) per share $ (0.17) $ 0.01 $ (0.16) $ (0.51) $ 0.46 $ (0.05) Basic and diluted weighted average number of shares outstanding 167,342,813 — 167,342,813 162,559,956 — 162,559,956 For the three months ended September 30, 2023 For the nine months ended September 30, 2023 Consolidated Statements of Operations As previously reported Effects of adoption As adjusted As previously reported Effects of adoption As adjusted Total revenue $ 51,891 $ — $ 51,891 $ 201,866 $ — $ 201,866 Realized gain on sale of Bitcoin (13,495) 13,495 — (47,098) 47,098 — Impairment of Bitcoin 4,041 (4,041) — 14,151 (14,151) — Change in fair value of Bitcoin — 25,261 25,261 — (72,733) (72,733) Operating income (loss) (47,831) (34,715) (82,546) (137,141) 39,786 (97,355) Net income (loss) $ (45,325) $ (34,715) $ (80,040) $ (128,700) $ 39,786 $ (88,914) Basic and diluted net income (loss) per share $ (0.25) $ (0.19) $ (0.44) $ (0.76) $ 0.23 $ (0.53) Basic and diluted weighted average number of shares outstanding 180,952,689 — 180,952,689 168,758,240 — 168,758,240 |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details) | 12 Months Ended |
Dec. 31, 2023 MWh segment | |
Organization and Basis of Presentation | |
Mining capacity (MW) | MWh | 700 |
Number of reportable segments | segment | 2 |
Significant Accounting Polici_4
Significant Accounting Policies and Recent Accounting Pronouncements (Details) | 12 Months Ended | |||
Dec. 31, 2023 USD ($) segment | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jan. 01, 2023 USD ($) | |
Allowance for credit losses | $ 0 | $ 0 | $ 0 | |
Allowance for credit recoveries | 0 | 0 | $ 0 | |
Allowance for doubtful accounts | $ 1,500,000 | 1,900,000 | ||
Number of reportable segments | segment | 2 | |||
Accumulated deficit | $ (799,820,000) | $ (756,342,000) | ||
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2023-08 | ||||
Accumulated deficit | $ 6,000,000 |
Significant Accounting Polici_5
Significant Accounting Policies and Recent Accounting Pronouncements - Update to previously issued condensed consolidated financial statements (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Update to previously issued condensed consolidated financial statements | |||
Total revenue | $ 280,678 | $ 259,171 | $ 213,243 |
Other | |||
Update to previously issued condensed consolidated financial statements | |||
Total revenue | 27,379 | 36,959 | 24,643 |
Cost of revenues | 97,122 | 61,906 | 32,998 |
As previously reported | Data Center Hosting | |||
Update to previously issued condensed consolidated financial statements | |||
Total revenue | 27,282 | 36,862 | 24,546 |
Cost of revenues | 97,122 | 61,906 | 32,998 |
As previously reported | Other | |||
Update to previously issued condensed consolidated financial statements | |||
Total revenue | 97 | 97 | 97 |
Adjustment | Data Center Hosting | |||
Update to previously issued condensed consolidated financial statements | |||
Total revenue | (27,282) | (36,862) | (24,546) |
Cost of revenues | (97,122) | (61,906) | (32,998) |
Adjustment | Other | |||
Update to previously issued condensed consolidated financial statements | |||
Total revenue | 27,282 | 36,862 | 24,546 |
Cost of revenues | $ 97,122 | $ 61,906 | $ 32,998 |
Significant Accounting Polici_6
Significant Accounting Policies and Recent Accounting Pronouncements - Estimated useful lives of property and equipment (Details) | Dec. 31, 2023 |
Miners and mining equipment | |
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements (Details) [Line Items] | |
Estimated useful lives property and equipment | 2 years |
Office and computer equipment | |
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements (Details) [Line Items] | |
Estimated useful lives property and equipment | 3 years |
Minimum | Buildings and building improvements | |
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements (Details) [Line Items] | |
Estimated useful lives property and equipment | 10 years |
Minimum | Machinery and facility equipment | |
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements (Details) [Line Items] | |
Estimated useful lives property and equipment | 5 years |
Maximum | Buildings and building improvements | |
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements (Details) [Line Items] | |
Estimated useful lives property and equipment | 25 years |
Maximum | Machinery and facility equipment | |
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements (Details) [Line Items] | |
Estimated useful lives property and equipment | 10 years |
Acquisitions - Acquisition of E
Acquisitions - Acquisition of ESS Metron (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Dec. 01, 2021 USD ($) ft² item shares | Dec. 31, 2021 USD ($) | Dec. 31, 2023 shares | Dec. 31, 2022 shares | |
Allocation of the purchase consideration: | ||||
Number of shares issued (in Shares) | shares | 230,836,624 | 167,751,112 | ||
Income tax rate | 9.30% | 2.30% | ||
Acquisition of ESS Metron [Member] | ||||
Allocation of the purchase consideration: | ||||
Cash and cash equivalents | $ 549 | |||
Accounts receivable | 9,879 | |||
Prepaid and other current assets | 636 | |||
Inventory and work-in-progress | 1,175 | |||
Costs and estimated earnings in excess of billings | 13,205 | |||
Property and equipment | 4,501 | |||
Intangible assets | 14,000 | |||
Right of use asset | 6,714 | |||
Accounts payable | (9,235) | |||
Accrued expenses | (1,239) | |||
Billings in excess of costs and estimated earnings | (5,883) | |||
Operating lease liabilities | (6,714) | |||
Warranty liability | (116) | |||
Total identifiable assets and liabilities acquired | 27,472 | |||
Goodwill | 29,379 | |||
Total purchase consideration | $ 56,851 | |||
Percentage of voting interests acquired | 100% | |||
Total area of facilities (square feet) | ft² | 121,000 | |||
Total consideration | $ 56,900 | |||
Cash consideration, net of seller transaction cost | 30,100 | |||
Seller transaction costs | $ 3,700 | |||
Number of shares acquired (in Shares) | shares | 715,413 | |||
Number of shares acquired value | $ 26,700 | |||
Number of shares issued (in Shares) | shares | 645,248 | |||
Number of remaining shares withheld as security (in Shares) | shares | 70,165 | 70,165 | ||
Seller's indemnification obligation period | 18 months | |||
Number of stock holds for shares as security (in Shares) | shares | 70,165 | |||
Discount rate | 21% | |||
Income tax rate | 25% | |||
Estimated developer's profit margin | 4.50% | |||
Number of operating leases in Denvor, CO | item | 2 | |||
Additional annual lease payments | $ 900 | |||
Acquisition-related costs | $ 2,100 | |||
Total revenue of acquiree | 4,200 | |||
Net income of acquiree | $ 200 | |||
Number of shares withheld for indemnification security | shares | 70,165 | |||
Number of shares withheld for indemnification security, term | 18 months | |||
Acquisition of ESS Metron [Member] | Lease One [Member] | ||||
Allocation of the purchase consideration: | ||||
Remaining lease terms | 3 years 6 months | |||
Acquisition of ESS Metron [Member] | Lease Two [Member] | ||||
Allocation of the purchase consideration: | ||||
Remaining lease terms | 10 years | |||
Acquisition of ESS Metron [Member] | Customer Relationships | ||||
Allocation of the purchase consideration: | ||||
Estimated useful life | 10 years | |||
Acquisition of ESS Metron [Member] | Trademarks [Member] | ||||
Allocation of the purchase consideration: | ||||
Estimated useful life | 10 years | |||
Acquisition of ESS Metron [Member] | UL Listings | ||||
Allocation of the purchase consideration: | ||||
Estimated useful life | 12 years | |||
Discount rate | 15% |
Acquisitions - Acquisition of C
Acquisitions - Acquisition of Corsicana Facility Land Site (Details) - Corsicana Facility Land Site $ in Millions | 12 Months Ended | |
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) a GWh MWh | |
Asset Acquisition [Line Items] | ||
Area of land (in Acres) acquired | a | 265 | |
Consideration | $ 10.1 | $ 10.1 |
Anticipated gigawatt under development at site | GWh | 1 | |
Number of megawatts construction under initial phase of development of facility | MWh | 400 | |
Incurred costs | 217.8 | |
Developments costs | 203 | |
Deposit for future power usage | $ 4.7 |
Acquisitions - Acquisition of W
Acquisitions - Acquisition of Whinstone (Details) - Whinstone - USD ($) $ in Thousands, shares in Millions | 7 Months Ended | |
May 26, 2021 | Dec. 31, 2021 | |
Allocation of the purchase consideration: | ||
Cash and cash equivalents | $ 10,400 | |
Accounts receivable | 1,072 | |
Prepaid and other current assets | 2,176 | |
Property and equipment | 91,707 | |
Derivative asset | 13,967 | |
Right of use asset | 6,547 | |
Security deposits | 1,775 | |
Future power credits | 82,953 | |
Accounts payable | (12,853) | |
Accrued expenses | (504) | |
Deferred revenues and customer deposits | (34,856) | |
Operating lease liabilities | (8,184) | |
Total identifiable assets and liabilities acquired | 154,200 | |
Goodwill | 306,184 | |
Total purchase consideration | $ 460,384 | |
Percentage of voting interests acquired | 100% | |
Total consideration | $ 460,400 | |
Cash consideration, net of seller transaction cost | 53,000 | |
Debt payoff and certain Seller transaction costs | $ 38,100 | |
Number of shares acquired (in Shares) | 11.8 | |
Number of shares acquired value | $ 326,200 | |
Additional consideration paid | 86,000 | |
Fair value of the contingent consideration | 83,000 | |
Other net items | $ 1,700 | |
Discount rate | 21% | |
Acquisition-related costs | $ 19,100 | |
Total revenue of acquiree | $ 24,500 | |
Net income of acquiree | $ 1,200 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Revenue from Contracts with Customers | ||
Contract balances | $ 15.4 | $ 19.7 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Schedule of changes in the contract liabilities and deferred revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue from Contracts with Customers | ||
Beginning balance | $ 29,197 | $ 27,903 |
Revenue recognized | (11,226) | (6,805) |
Other changes in contract liabilities | 4,361 | 8,099 |
Ending balance | $ 22,332 | $ 29,197 |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Schedule of disaggregated revenue (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Disaggregation of Revenue [Line Items] | |
2024 | $ 6,532 |
2025 | 2,459 |
2026 | 2,459 |
2027 | 2,459 |
2028 | 2,459 |
Thereafter | 5,964 |
Total contract liabilities | 22,332 |
Legacy data center hosting contract | |
Disaggregation of Revenue [Line Items] | |
2024 | 2,362 |
2025 | 2,362 |
2026 | 2,362 |
2027 | 2,362 |
2028 | 2,362 |
Thereafter | 5,964 |
Total contract liabilities | 17,774 |
Engineering | |
Disaggregation of Revenue [Line Items] | |
2024 | 4,073 |
Total contract liabilities | 4,073 |
Other | |
Disaggregation of Revenue [Line Items] | |
2024 | 97 |
2025 | 97 |
2026 | 97 |
2027 | 97 |
2028 | 97 |
Total contract liabilities | $ 485 |
Bitcoin - Schedule of additiona
Bitcoin - Schedule of additional information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) item | Dec. 31, 2022 USD ($) item | Dec. 31, 2021 USD ($) item | |
Beginning balance | $ 109,420 | $ 150,593 | |
Beginning balance quantity | item | 6,974 | 4,884 | |
Revenue recognized from Bitcoin mined | $ 188,996 | $ 156,870 | |
Revenue recognized from Bitcoin mined quantity | item | 6,626 | 5,554 | |
Bitcoin receivable | $ (878) | ||
Bitcoin receivable quantity | item | (21) | ||
Proceeds from sale of Bitcoin | $ 176,219 | $ 79,529 | |
Proceeds from sale of Bitcoin quantity | item | (6,185) | (3,425) | |
Exchange of Bitcoin for employee compensation | $ (869) | $ (1,495) | |
Exchange of Bitcoin for employee compensation quantity | item | (32) | (39) | |
Realized gains on the sale of Bitcoin | $ 30,346 | $ 253 | |
Impairment of Bitcoin | (147,365) | ||
Change in fair value of Bitcoin | $ 184,734 | ||
Ending balance | $ 311,178 | $ 109,420 | $ 150,593 |
Ending balance quantity | item | 7,362 | 6,974 | 4,884 |
Carrying value of Bitcoin | $ 199,928 | ||
Realized gain on sale of Bitcoin | 80,174 | $ 30,346 | |
Impairment of Bitcoin | 147,365 | $ 43,973 | |
Accounting Standards Update 2023-08 | |||
Beginning balance | $ 5,994 | ||
Ending balance | $ 5,994 |
Investments (Details)
Investments (Details) $ / shares in Units, $ in Thousands, shares in Millions | 1 Months Ended | 12 Months Ended | ||||
Jul. 31, 2020 USD ($) | Feb. 28, 2018 USD ($) | Sep. 30, 2017 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Investments in Marketable Equity Securities and Long-term Investments (Details) [Line Items] | ||||||
Gain on sale of long term investments | $ 26,300 | |||||
Mark-to-market unrealized gain on shares | $ 24,800 | |||||
Unrealized gain (loss) on marketable equity securities | $ (13,655) | |||||
Sale price (in Dollars per share) | $ / shares | $ 3.42 | |||||
Recognized realized loss | $ 26,260 | |||||
Investment | $ 4,500 | |||||
Shares issued, value | $ 761,773 | $ 298,209 | $ 669,916 | |||
Convertible Note | ||||||
Investments in Marketable Equity Securities and Long-term Investments (Details) [Line Items] | ||||||
Investment Interest rate | 12% | |||||
Investment | $ 4,500 | |||||
Term of convertible note | 3 years | |||||
Convertible Note | Level 3 | Discount Rate | ||||||
Investments in Marketable Equity Securities and Long-term Investments (Details) [Line Items] | ||||||
Discount rate | 12.3 | |||||
Convertible Note | Level 3 | Measurement Input, Issuance Date Discount Rate [Member] | ||||||
Investments in Marketable Equity Securities and Long-term Investments (Details) [Line Items] | ||||||
Discount rate | 14 | |||||
Coinsquare | ||||||
Investments in Marketable Equity Securities and Long-term Investments (Details) [Line Items] | ||||||
Minority interest | $ 9,400 | $ 9,400 | ||||
Percentage owned | 11.70% | |||||
Percentage of impairment of investments | 100% | |||||
Impairment expense | $ 9,400 | |||||
Mogo Investment Agreement | ||||||
Investments in Marketable Equity Securities and Long-term Investments (Details) [Line Items] | ||||||
Shares exchanged (in Shares) | shares | 3.2 | 3.2 | ||||
Recognized realized loss | $ 9,000 | |||||
Shares issued, value | $ 1,800 | |||||
Mogo Investment Agreement | Coinsquare | ||||||
Investments in Marketable Equity Securities and Long-term Investments (Details) [Line Items] | ||||||
Outstanding shares (in Shares) | shares | 3.4 | |||||
Shares exchanged (in Shares) | shares | 3.2 | |||||
Unrealized gain (loss) on marketable equity securities | $ 13,700 | |||||
Shares issued, value | $ 1,800 | |||||
Canada, Dollars | Coinsquare | ||||||
Investments in Marketable Equity Securities and Long-term Investments (Details) [Line Items] | ||||||
Penalties and costs related to investment | $ 2,200 |
Investments - Convertible Note
Investments - Convertible Note (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Debt Securities, Available-for-Sale [Line Items] | |
Investment | $ 4,500 |
Unrealized holding gains (losses) on convertible note | 150 |
Fair value, ending balance | 4,709 |
Convertible Note | |
Debt Securities, Available-for-Sale [Line Items] | |
Investment | 4,500 |
Accrued interest | 59 |
Amortized costs basis | 4,559 |
Unrealized holding gains (losses) on convertible note | 150 |
Fair value, ending balance | $ 4,709 |
Property and Equipment (Details
Property and Equipment (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) MWh item $ / shares | Dec. 31, 2022 USD ($) a GWh MWh item $ / shares | Dec. 31, 2021 USD ($) $ / shares | |
Property and Equipment [Line Items] | |||
Number of miners to be purchased from Bitmain as per purchase agreement | item | 5,130 | ||
Purchase price | $ 230,397 | ||
Proceeds from the sale of equipment | 6,369 | ||
Loss on sale of equipment | (5,336) | $ 16,281 | |
Gain on sale of equipment | 16,300 | ||
Impairment of miners | 55,544 | ||
Net income (loss) | $ (49,472) | $ (509,553) | $ (15,437) |
Basic net income (loss) per share (in Dollars per share) | $ / shares | $ (0.28) | $ (3.65) | $ (0.17) |
Diluted net income (loss) per share (in Dollars per share) | $ / shares | $ (0.28) | $ (3.65) | $ (0.17) |
MicroBT Electronics Technology Co., LTD | |||
Property and Equipment [Line Items] | |||
Number of miners to be purchased from Bitmain as per purchase agreement | item | 99,840 | ||
Purchase price | $ 453,400 | ||
Number of additional miners purchase option | item | 265,000 | ||
Additional commitment amount | $ 270,400 | ||
2024 | 220,000 | ||
2025 | 50,400 | ||
Purchase of miners | $ 191,100 | ||
Midas Green Technologies, LLC | |||
Property and Equipment [Line Items] | |||
Purchase of immersion cooling systems | MWh | 200 | ||
Purchase of additional immersion cooling systems | MWh | 400 | ||
Purchase of miners | $ 31,200 | ||
Purchase Obligation, Remaining Commitment Due in the second quarter of 2024 | 21,100 | ||
Mr. Theriot | Management | |||
Property and Equipment [Line Items] | |||
Payments to acquire productive assets | $ 1,100 | ||
Miners and mining equipment | |||
Property and Equipment [Line Items] | |||
Impairment of miners | $ 55,500 | ||
Estimated useful lives property and equipment | 2 years | ||
M56S plus model miners | MicroBT Electronics Technology Co., LTD | |||
Property and Equipment [Line Items] | |||
Number of miners to be purchased from Bitmain as per purchase agreement | item | 8,320 | ||
M56S plus plus model miners | MicroBT Electronics Technology Co., LTD | |||
Property and Equipment [Line Items] | |||
Number of miners to be purchased from Bitmain as per purchase agreement | item | 22,684 | ||
M66 Model Miners | MicroBT Electronics Technology Co., LTD | |||
Property and Equipment [Line Items] | |||
Number of miners to be purchased from Bitmain as per purchase agreement | item | 20,778 | ||
M66S Model Miners | MicroBT Electronics Technology Co., LTD | |||
Property and Equipment [Line Items] | |||
Number of miners to be purchased from Bitmain as per purchase agreement | item | 48,058 | ||
Land | Mr. Theriot | Management | |||
Property and Equipment [Line Items] | |||
Payments to acquire productive assets | $ 200 | ||
Buildings and building improvements | Mr. Theriot | Management | |||
Property and Equipment [Line Items] | |||
Payments to acquire productive assets | $ 900 | ||
Antminer model S19j miners | |||
Property and Equipment [Line Items] | |||
Number of Equipment Sold | item | 2,700 | ||
Proceeds from the sale of equipment | $ 6,400 | ||
Loss on sale of equipment | $ 5,300 | ||
Rockdale Facility Bitcoin Mining Facility Texas | |||
Property and Equipment [Line Items] | |||
Number of miners deployed at mining facility | item | 112,944 | ||
Rockdale Facility Bitcoin Mining Facility Texas | Miners and mining equipment | |||
Property and Equipment [Line Items] | |||
Loss Contingency Loss In Period | $ 10,300 | ||
Insurance recoveries | 7,500 | ||
Corsicana Facility Land Site | |||
Property and Equipment [Line Items] | |||
Area of land (in Acres) acquired | a | 265 | ||
Consideration | 10,100 | $ 10,100 | |
Anticipated gigawatt under development at site | GWh | 1 | ||
Number of megawatts construction under initial phase of development of facility | MWh | 400 | ||
Costs incurred for land | 217,800 | ||
Initial development costs and equipment | 203,000 | ||
Deposit for future power usage | $ 4,700 | ||
S19j Pro miners | Coinmint Facility, | Third Party Bitcoin Mining Company Counter Party | |||
Property and Equipment [Line Items] | |||
Number Of Miners Transferred In Exchange For Other Miners | item | 5,700 | ||
Factory-New S19j Pro Miners | Rockdale Facility Bitcoin Mining Facility Texas | Third Party Bitcoin Mining Company Counter Party | |||
Property and Equipment [Line Items] | |||
Number Of Miners Transferred In Exchange For Other Miners | item | 5,000 |
Property and Equipment - Schedu
Property and Equipment - Schedule of property and equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Total cost of property and equipment | $ 1,063,637 | $ 814,735 | |
Less accumulated depreciation | (359,443) | (122,180) | |
Property and equipment, net | 704,194 | 692,555 | |
Depreciation and amortization expense | 246,500 | 105,900 | $ 26,100 |
Buildings and building improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total cost of property and equipment | 348,865 | 229,685 | |
Land rights and land improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total cost of property and equipment | 10,320 | 10,164 | |
Miners and mining equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total cost of property and equipment | 496,230 | 441,324 | |
Machinery and facility equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total cost of property and equipment | 39,144 | 35,125 | |
Office and computer equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total cost of property and equipment | 2,108 | 1,206 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Total cost of property and equipment | $ 166,970 | $ 97,231 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Indefinite-Lived Intangible Assets [Line Items] | |||
Market capitalization, percentage | 30% | ||
Amortization expense | $ 5,800 | $ 2,100 | $ 200 |
Payment to acquire license patent technology | $ 34 | 9,527 | $ 30 |
Corsicana Facility | Patents | |||
Indefinite-Lived Intangible Assets [Line Items] | |||
Payment to acquire license patent technology | $ 9,500 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of finite-lived intangible assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross book value | $ 24,060 | $ 24,060 |
Accumulated amortization | (8,363) | 2,583 |
Net book value | 15,697 | 21,477 |
Customer contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross book value | 6,300 | 6,300 |
Accumulated amortization | (1,292) | 671 |
Net book value | $ 5,008 | $ 5,629 |
Weighted-average life (years) | 10 years | 10 years |
Trademark | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross book value | $ 5,000 | $ 5,000 |
Accumulated amortization | (1,042) | 542 |
Net book value | $ 3,958 | $ 4,458 |
Weighted-average life (years) | 10 years | 10 years |
UL Listings | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross book value | $ 2,700 | $ 2,700 |
Accumulated amortization | (469) | 244 |
Net book value | $ 2,231 | $ 2,456 |
Weighted-average life (years) | 12 years | 12 years |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross book value | $ 10,060 | $ 10,060 |
Accumulated amortization | (5,560) | 1,126 |
Net book value | $ 4,500 | $ 8,934 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of estimated future amortization of finite-lived intangible assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets | ||
2024 | $ 5,823 | |
2025 | 1,355 | |
2026 | 1,355 | |
2027 | 1,355 | |
2028 | 1,355 | |
Thereafter | 4,455 | |
Total | $ 15,697 | $ 21,477 |
Power Purchase Agreement (Detai
Power Purchase Agreement (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Nov. 30, 2022 MWh | Mar. 31, 2022 MWh | May 31, 2020 MWh | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Power Purchase Agreement [Line Items] | ||||||
Power curtailment credits | $ | $ (71,215) | $ (27,345) | $ (6,514) | |||
Discount Rate | ||||||
Power Purchase Agreement [Line Items] | ||||||
Estimate fair value of derivative | 23.1 | |||||
Power Purchase Agreement | TXU Energy Retail Company LLC | Rockdale Facility Bitcoin Mining Facility Texas | ||||||
Power Purchase Agreement [Line Items] | ||||||
Aggregate MW of long-term, fixed-price power, agreed to acquire | 345 | |||||
MW contracted, at fixed prices through April 30, 2030 | 65 | 130 | ||||
MW contracted, at fixed prices through October 31, 2027 | 150 |
Power Purchase Agreement - Sche
Power Purchase Agreement - Schedule of Changes in Estimated Fair Value of Derivative Asset (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Power Purchase Agreement [Line Items] | |||
Balance as of December 31, 2023 | $ 97,497 | ||
Change in fair value of derivative asset | 6,721 | $ 71,418 | $ 12,112 |
Balance as of December 31, 2024 | 104,218 | 97,497 | |
Level 3 | |||
Power Purchase Agreement [Line Items] | |||
Balance as of December 31, 2023 | 97,497 | ||
Balance as of December 31, 2024 | $ 104,218 | $ 97,497 |
Deposits (Details)
Deposits (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) MWh item | Dec. 31, 2022 USD ($) item | Dec. 31, 2021 USD ($) | |
Deposits | |||
Reclassification to property and equipment | $ (78,376) | ||
Security Deposit | 2,000 | ||
Ground Leases | 1,800 | ||
Deposits on equipment | 230,397 | $ 194,923 | $ 274,833 |
Oncor | |||
Deposits | |||
Security Deposit | $ 3,100 | ||
MicroBT Electronics Technology Co., LTD | |||
Deposits | |||
Reclassification to property and equipment | 12,600 | ||
Deposits on equipment | 191,100 | ||
Midas Green Technologies, LLC | |||
Deposits | |||
Reclassification to property and equipment | $ 20,800 | ||
Purchase of immersion cooling systems | MWh | 200 | ||
Deposits on equipment | $ 20,800 | ||
Other Miners | |||
Deposits | |||
Reclassification to property and equipment | 11,700 | ||
Deposits on equipment | 18,500 | ||
Corsicana Facility Land Site [Member] | |||
Deposits | |||
Security Deposit | $ 4,700 | ||
Power Supply Agreement with TXU | |||
Deposits | |||
Security Deposit | $ 23,000 | ||
Additional increased mining capacity | MWh | 215 | ||
Number of Megawatts capacity | item | 345 | ||
Rockdale Facility Bitcoin Mining Facility Texas Member | |||
Deposits | |||
Reclassification to property and equipment | $ 33,300 | ||
Number of miners acquired and received | item | 5,130 |
Deposits - Schedule of deposits
Deposits - Schedule of deposits on equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Deposits on equipment: | ||
Beginning balance | $ 33,273 | |
Additions | 230,397 | |
Reclassification to property and equipment | (78,376) | |
Ending balance | 185,294 | |
Security deposits | 29,715 | |
Total long-term deposits | $ 215,009 | $ 42,433 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of accrued expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accrued Expenses | ||
Construction in progress | $ 23,451 | $ 16,621 |
Power related costs and remittances | 11,114 | 32,632 |
Compensation | 14,888 | 8,582 |
Insurance | 7,490 | 3,660 |
Other | 5,685 | 3,969 |
Total accrued expenses | $ 62,628 | $ 65,464 |
Debt (Details)
Debt (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Debt | |
Amount borrowed | $ 10,000,000 |
Interest rate of debt during the period | 2.50% |
Borrowing | $ 6,000,000 |
Outstanding balance | 0 |
Payments of credit and security facility | 6,000,000 |
Repayments of Credit and Security Facility | 6,059,000 |
Total borrowings | 6,920,000 |
Revolving credit facility | |
Debt | |
Amount borrowed | $ 6,000,000 |
Term of debt | 2 years |
Interest rate of debt during the period | 4% |
Interest rate at end of period | 8.50% |
Manufacturing term loans | |
Debt | |
Term of debt | 5 years |
Interest rate of debt during the period | 2.50% |
Equipment term loans | |
Debt | |
Amount borrowed | $ 4,000,000 |
Term of debt | 3 years |
Line of credit facility, term | 2 years |
Interest rate at end of period | 8.50% |
Percentage of finance approved for purchases | 80% |
Outstanding balance | $ 500,000 |
Revolving line of credit | $ 400,000 |
Equipment term loan fixed interest rate | 6.60% |
Equipment term loan outstanding | $ 300,000 |
Deferred financing costs | 100,000 |
Total borrowings | 900,000 |
Equipment term loans | Accrued liabilities [Member] | |
Debt | |
Equipment term loan, current | 300,000 |
Equipment term loans | Other noncurrent liabilities [Member] | |
Debt | |
Other long term debt, net | $ 500,000 |
Equipment term loans | Maximum | |
Debt | |
Term of debt | 3 years |
Interest rate of debt during the period | 4% |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases | ||
Additional Land Lease Revenue | $ 900 | |
Operating lease right-of-use assets | $ 20,413 | 21,673 |
Operating lease liabilities | $ 21,345 | $ 22,300 |
Leases - Schedule of lease expe
Leases - Schedule of lease expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Lease Expense Abstract | |||
Operating lease cost | $ 3,747 | $ 3,193 | $ 678 |
Variable lease cost | 240 | 182 | 51 |
Operating lease expense | 3,987 | 3,375 | 729 |
Short-term lease rent expense | 19 | ||
Total lease expense | $ 3,987 | $ 3,375 | $ 748 |
Leases - Schedule of other info
Leases - Schedule of other information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Other Information [Abstract] | |||
Operating leases net operating cash outflows | $ 3,522 | $ 2,789 | $ 435 |
Right of use assets exchanged for new operating lease liabilities | $ 1,249 | $ 10,333 | $ 13,622 |
Weighted-average remaining lease term - operating leases | 7 years 6 months | 8 years 6 months | 8 years 7 months 6 days |
Weighted-average discount rate - operating leases | 6.70% | 6.60% | 5.80% |
Leases - Schedule of future min
Leases - Schedule of future minimum operating lease payments (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of future minimum operating lease payments [Line Items] | ||
2024 | $ 3,796 | |
2025 | 3,553 | |
2026 | 3,544 | |
2027 | 3,488 | |
2028 | 3,266 | |
Thereafter | 9,795 | |
Total undiscounted lease payments | 27,442 | |
Less present value discount | (6,097) | |
Present value of lease liabilities | 21,345 | $ 22,300 |
Ground lease [Member] | ||
Schedule of future minimum operating lease payments [Line Items] | ||
2024 | 1,998 | |
2025 | 2,058 | |
2026 | 2,119 | |
2027 | 2,183 | |
2028 | 2,249 | |
Thereafter | 7,369 | |
Total undiscounted lease payments | 17,976 | |
Less present value discount | (4,685) | |
Present value of lease liabilities | 13,291 | |
Office and other leases [Member] | ||
Schedule of future minimum operating lease payments [Line Items] | ||
2024 | 1,798 | |
2025 | 1,495 | |
2026 | 1,425 | |
2027 | 1,305 | |
2028 | 1,017 | |
Thereafter | 2,426 | |
Total undiscounted lease payments | 9,466 | |
Less present value discount | (1,412) | |
Present value of lease liabilities | $ 8,054 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 12 Months Ended | |||||||||||||
Dec. 01, 2021 shares | Aug. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Aug. 31, 2021 USD ($) | Jan. 31, 2021 USD ($) $ / shares shares | Oct. 31, 2020 USD ($) | Feb. 20, 2024 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Jun. 30, 2023 shares | Sep. 30, 2022 shares | Jul. 31, 2022 shares | Oct. 19, 2021 shares | Oct. 31, 2019 shares | Nov. 03, 2017 $ / shares shares | |
Stockholders' Equity [Line Items] | ||||||||||||||||
Shares issued, value | $ | $ 761,773 | $ 298,209 | $ 669,916 | |||||||||||||
Issuance expense (in Dollars) | $ | 16,657 | 6,640 | 14,901 | |||||||||||||
Proceeds from the sale of stock (in Dollars) | $ | $ 778,430 | $ 304,849 | 684,817 | |||||||||||||
Common stock, shares authorized | 340,000,000 | 340,000,000 | 170,000,000 | |||||||||||||
2019 Equity Incentive Plan [Member] | ||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||
Common stock reserved for issuance | 13,000,000 | 4,000,000 | 10,000,000 | 3,600,000 | ||||||||||||
Common Stock [Member] | ||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||
Shares issued, value | $ | $ 761,773 | $ 298,209 | $ 669,916 | |||||||||||||
Stock Issued During Period, Shares, New Issues | 62,206,045 | 37,052,612 | 24,344,057 | |||||||||||||
Number of shares (in Shares) | 70,165 | 645,248 | ||||||||||||||
Issuance of common stock shares exercised | 10,286 | |||||||||||||||
Common Stock Warrants [Member] | ||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||
Warrants to purchase common stock | 63,000 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 48.37 | |||||||||||||||
2019 private placement transaction [Member] | ||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||
Stock Issued During Period, Shares, New Issues | 415,657 | |||||||||||||||
Proceeds from the sale of stock (in Dollars) | $ | $ 800 | |||||||||||||||
Connection with Cashless Exercise of Warrants [Member] | ||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||
Stock Issued During Period, Shares, New Issues | 543,686 | |||||||||||||||
Warrants to purchase common stock | 1,257,235 | |||||||||||||||
Cashless exercise of stock options [Member] | ||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||
Stock Issued During Period, Shares, New Issues | 10,286 | |||||||||||||||
Issuance of common stock shares exercised | 12,000 | |||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||
Preferred stock convertible conversion ratio | 0 | 0 | 0 | 0 | ||||||||||||
Conversion of preferred stock converted into common stock | 2,199 | 2,000 | ||||||||||||||
Common stock, shares authorized | 70,165 | |||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 2,199 | |||||||||||||
Exercise of Common Stock Warrants [Member] | 2019 private placement transaction [Member] | ||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||
Stock Issued During Period, Shares, New Issues | 415,657 | |||||||||||||||
0% Series B Convertible Stock | ||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||
Preferred stock convertible conversion ratio | 0 | 0 | ||||||||||||||
Conversion of preferred stock converted into common stock | 2,199 | |||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||||||||||
Unvested restricted stock awards [Member] | 2019 Equity Incentive Plan [Member] | ||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||
Proceeds from the sale of stock (in Dollars) | $ | $ 14,000 | $ 10,100 | $ 5,100 | |||||||||||||
Share-Based Payment Arrangement, Option [Member] | 2019 Equity Incentive Plan [Member] | ||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||
Common stock reserved for issuance | 4,400,000 | |||||||||||||||
Sales Agents | Common Stock [Member] | 2023 ATM Offering | ||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||
Maximum amount of sales shares (in Dollars) | $ | $ 750,000 | 583,300 | ||||||||||||||
Proceeds from the sale of stock net (in Dollars) | $ | $ 114,900 | 571,600 | ||||||||||||||
Issuance expense (in Dollars) | $ | $ 11,700 | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 8,644,100 | 45,758,400 | ||||||||||||||
Weighted average price (in Dollars per share) | $ / shares | $ 13.57 | $ 13.07 | ||||||||||||||
Sales Agents | Common Stock [Member] | 2022 ATM Offering | ||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||
Maximum amount of sales shares (in Dollars) | $ | $ 500,000 | $ 195,200 | 304,800 | |||||||||||||
Proceeds from the sale of stock net (in Dollars) | $ | 191,200 | 298,200 | ||||||||||||||
Issuance expense (in Dollars) | $ | $ 3,900 | $ 6,600 | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 16,447,645 | 37,052,612 | ||||||||||||||
Weighted average price (in Dollars per share) | $ / shares | $ 11.86 | $ 8.23 | ||||||||||||||
Proceeds from the sale of stock (in Dollars) | $ | $ 500,000 | |||||||||||||||
Sales Agents | Common Stock [Member] | 2021 ATM Offering [Member] | ||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||
Maximum amount of sales shares (in Dollars) | $ | $ 600,000 | 600,000 | ||||||||||||||
Proceeds from the sale of stock net (in Dollars) | $ | 587,200 | |||||||||||||||
Issuance expense (in Dollars) | $ | $ 12,800 | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 19,910,589 | |||||||||||||||
Weighted average price (in Dollars per share) | $ / shares | $ 29.53 | |||||||||||||||
Proceeds from the sale of stock (in Dollars) | $ | $ 600,000 | |||||||||||||||
H.C. Wainwright [Member] | Common Stock [Member] | 2020 ATM Offering [Member] | ||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||
Maximum amount of sales shares (in Dollars) | $ | $ 200,000 | $ 100,000 | ||||||||||||||
Proceeds from the sale of stock net (in Dollars) | $ | 82,700 | |||||||||||||||
Issuance expense (in Dollars) | $ | $ 2,100 | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 4,433,468 | |||||||||||||||
Weighted average price (in Dollars per share) | $ / shares | $ 19.13 | |||||||||||||||
Proceeds from the sale of stock (in Dollars) | $ | $ 84,800 | |||||||||||||||
Percentage of commission | 3% | |||||||||||||||
Members of our board of directors and an employee of Company [Member] | ||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||
Number of shares (in Shares) | 1,819,332 | |||||||||||||||
Members of our board of directors and an employee of Company [Member] | Unvested restricted stock awards [Member] | ||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||
Stock Issued During Period, Shares, New Issues | 5,000,000 | |||||||||||||||
Number of shares held to cover withholding taxes related to the settlement of restricted stock units | 685,781 | |||||||||||||||
Number of shares held to cover withholding taxes related to the settlement of restricted stock units | 1,300,000 | |||||||||||||||
Members of our board of directors and an employee of Company [Member] | Unvested restricted stock awards [Member] | 2019 Equity Incentive Plan [Member] | ||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||
Stock Issued During Period, Shares, New Issues | 464,021 | |||||||||||||||
Number of shares held to cover withholding taxes related to the settlement of restricted stock units | 174,685 | |||||||||||||||
Kairos Global Technology, Inc [Member] | Common Stock [Member] | ||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||
Number of shares of common stock issuable upon conversion | 1,750,001 | |||||||||||||||
Conversion price (in Dollars per share) | $ / shares | $ 6.80 | |||||||||||||||
Preferred stock stated value per share (in Dollars per share) | $ / shares | $ 6.80 | |||||||||||||||
Whinstone [Member] | ||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||
Number of shares (in Shares) | 11,800,000 | |||||||||||||||
ESS Metron | ||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||
Number of shares (in Shares) | 645,248 | |||||||||||||||
Acquisition Of ESSMetron Member | ||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||
Number of shares (in Shares) | 70,165 | |||||||||||||||
Common stock reserved for issuance | 70,165 | 70,165 | ||||||||||||||
Number of shares withheld for indemnification security | 70,165 | |||||||||||||||
Number of shares withheld for indemnification security, term | 18 months |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Recognized Stock-based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restricted Common Stock, Stock Options, Restricted Stock Units ("RSUs") and Warrants (Details) - Schedule of Recognized Stock-based Compensation [Line Items] | |||
Total stock-based compensation | $ 32,170 | $ 24,555 | $ 68,491 |
Performance-based awards [Member] | |||
Restricted Common Stock, Stock Options, Restricted Stock Units ("RSUs") and Warrants (Details) - Schedule of Recognized Stock-based Compensation [Line Items] | |||
Total stock-based compensation | $ (4,703) | $ 16,444 | $ 63,556 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||||||||
Jan. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2023 | Jul. 31, 2022 | Oct. 31, 2021 | Oct. 19, 2021 | Nov. 30, 2020 | Oct. 31, 2019 | |
2019 Equity Incentive Plan [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Number of shares reserved under the Plan | 18,517,831 | |||||||||
Common stock reserved for issuance | 13,000,000 | 4,000,000 | 10,000,000 | 3,600,000 | ||||||
First Amendment To The Twenty Nineteen Incentive Plan [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Common stock reserved for issuance | 3,500,000 | |||||||||
Second Amendment To The Twenty Nineteen Incentive Plan [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Common stock reserved for issuance | 4,400,000 | |||||||||
Third Amendment To The Twenty Nineteen Incentive Plan [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Common stock reserved for issuance | 10,000,000 | |||||||||
Fourth Amendment To The Twenty Nineteen Incentive Plan [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Common stock reserved for issuance | 4,000,000 | |||||||||
Fifth Amendment To The Twenty Nineteen Incentive Plan [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Common stock reserved for issuance | 13,000,000 | |||||||||
Stock option awards [Member] | 2019 Equity Incentive Plan [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Common stock reserved for issuance | 4,400,000 | |||||||||
Service-based awards [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Expiration period | 2 years | |||||||||
Service-based awards [Member] | Minimum | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Expiration period | 1 year | |||||||||
Service-based awards [Member] | Maximum | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Expiration period | 3 years | |||||||||
Performance-based RSAs | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Unrecognized compensation cost (in Dollars) | $ 27.8 | |||||||||
Unrecognized compensation cost, period for recognition | 2 years 7 months 6 days | |||||||||
Performance-based restricted shares granted | 2,076,340 | 245,266 | ||||||||
Shares of restricted common stock | 14,071,926 | |||||||||
Performance-based RSUs | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Unrecognized compensation cost (in Dollars) | $ 4.1 | |||||||||
Unrecognized compensation cost, period for recognition | 2 years 7 months 6 days | |||||||||
Performance-based restricted shares granted | 246,426 | 1,412,299 | 4,033,159 | |||||||
Shares of restricted common stock | 1,000,000 | |||||||||
Service-based RSAs | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Fair value of restricted stock granted (in Dollars) | $ 69.4 | |||||||||
Unrecognized compensation cost (in Dollars) | $ 29 | |||||||||
Unrecognized compensation cost, period for recognition | 10 months | |||||||||
Performance-based restricted shares granted | 1,313,925 | 10,310,115 | 0 | |||||||
Shares of restricted common stock | 38,707 | |||||||||
Service period | 3 years | |||||||||
Service-based RSUs | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Fair value of restricted stock granted (in Dollars) | $ 6.4 | $ 7.1 | ||||||||
Unrecognized compensation cost (in Dollars) | $ 2.6 | |||||||||
Unrecognized compensation cost, period for recognition | 2 years 2 months 12 days | |||||||||
Performance-based restricted shares granted | 155,213 | 922,552 | 212,189 | |||||||
Total shareholder return based awards [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Performance period | 3 years | |||||||||
Total shareholder return based awards [Member] | Minimum | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Vesting rights, percentage | 0% | |||||||||
Total shareholder return based awards [Member] | Maximum | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Vesting rights, percentage | 200% |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Recognized Stock-based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock-based compensation | $ 32,170 | $ 24,555 | $ 68,491 |
Performance-based awards [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock-based compensation | (4,703) | 16,444 | 63,556 |
Service-based awards [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock-based compensation | $ 36,873 | $ 8,111 | $ 4,935 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Performance-based awards (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Performance Based Restricted Stock Awards and Units [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Service based awards vesting period | 3 years | ||
Performance-based RSAs | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of Shares, Beginning Balance | 3,918,935 | 0 | |
Weighted Average Grant-Date Fair Value, Beginning Balance | $ 25.92 | ||
Number of Shares, Granted | 2,076,340 | 245,266 | |
Weighted Average Grant-Date Fair Value, Granted | $ 17.48 | ||
Number of Shares, Vested | (567,281) | ||
Weighted Average Grant-Date Fair Value, Vested | $ 24.96 | ||
Number of Shares, Forfeited | (499,468) | ||
Weighted Average Grant-Date Fair Value, Forfeited | $ 33.54 | ||
Number of Shares, Ending Balance | 4,928,526 | 3,918,935 | 0 |
Weighted Average Grant-Date Fair Value, Ending Balance | $ 21.71 | $ 25.92 | |
Performance Based RSU Of Fair Value | $ 1.7 | ||
Performance-based RSUs | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of Shares, Granted | 246,426 | 1,412,299 | 4,033,159 |
Weighted Average Grant-Date Fair Value, Granted | $ 19.59 | ||
Number of Shares, Ending Balance | 246,426 | ||
Weighted Average Grant-Date Fair Value, Ending Balance | $ 19.59 | ||
Performance Based RSU Of Fair Value | $ 15.1 | $ 148 |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of Service-based awards (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Service-based RSAs | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of Shares, Beginning Balance | 8,855,744 | ||
Weighted Average Grant-Date Fair Value, Beginning Balance | $ 6.84 | ||
Number of Shares, Granted | 1,313,925 | 10,310,115 | 0 |
Weighted Average Grant-Date Fair Value, Granted | $ 15.44 | ||
Number of Shares, Vested | (4,464,307) | ||
Weighted Average Grant-Date Fair Value, Vested | $ 6.89 | ||
Number of Shares, Forfeited | (807,468) | ||
Weighted Average Grant-Date Fair Value, Forfeited | $ 6.86 | ||
Number of Shares, Ending Balance | 4,897,894 | 8,855,744 | |
Weighted Average Grant-Date Fair Value, Ending Balance | $ 9.14 | $ 6.84 | |
Service-based RSUs | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of Shares, Granted | 155,213 | 922,552 | 212,189 |
Weighted Average Grant-Date Fair Value, Granted | $ 19.30 | ||
Number of Shares, Ending Balance | 155,213 | ||
Weighted Average Grant-Date Fair Value, Ending Balance | $ 19.30 |
Stock-Based Compensation - Subs
Stock-Based Compensation - Subsequent awards (Details) $ in Millions | 1 Months Ended |
Jan. 31, 2024 USD ($) shares | |
Performance-based RSUs | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Shares of restricted common stock | shares | 1,000,000 |
Proceeds from the sale of stock net (in Dollars) | $ | $ 14.1 |
Performance-based RSAs | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Shares of restricted common stock | shares | 14,071,926 |
Proceeds from the sale of stock net (in Dollars) | $ | $ 199.5 |
Service-based RSAs | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Shares of restricted common stock | shares | 38,707 |
Service period | 3 years |
Proceeds from the sale of stock net (in Dollars) | $ | $ 0.6 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of assets and liabilities measured at fair value on recurring basis (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of assets and liabilities measured at fair value on recurring basis [Line Items] | |||
Bitcoin | $ 311,178 | $ 109,420 | $ 150,593 |
Convertible note | 4,709 | ||
Derivative asset | 104,218 | 97,497 | |
Contingent consideration liability | 909 | 24,935 | |
Quoted prices in active markets (Level 1) [Member] | |||
Schedule of assets and liabilities measured at fair value on recurring basis [Line Items] | |||
Bitcoin | 311,178 | ||
Derivative asset | |||
Contingent consideration liability | |||
Significant other observable inputs (Level 2) [Member] | |||
Schedule of assets and liabilities measured at fair value on recurring basis [Line Items] | |||
Derivative asset | |||
Contingent consideration liability | |||
Significant unobservable inputs (Level 3) [Member] | |||
Schedule of assets and liabilities measured at fair value on recurring basis [Line Items] | |||
Convertible note | 4,709 | ||
Derivative asset | 104,218 | 97,497 | |
Contingent consideration liability | $ 909 | $ 24,935 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||||||||
Dec. 11, 2023 | Oct. 19, 2023 | Aug. 02, 2023 | Jun. 13, 2023 | Jun. 09, 2023 | Jun. 13, 2022 | May 26, 2021 | Apr. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 12, 2023 | May 02, 2023 | Apr. 05, 2023 | Mar. 31, 2023 | |
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
Annual lease payments | $ 2,200 | ||||||||||||||
Revenues earned | $ 280,678 | $ 259,171 | $ 213,243 | ||||||||||||
SBI Crypto Co Litigation [Member] | Profit Loss [Member] | |||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
Loss contingency estimate of possible loss | $ 15,000 | ||||||||||||||
SBI Crypto Co Litigation [Member] | Equipment Damage [Member] | |||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
Loss contingency estimate of possible loss | $ 16,000 | ||||||||||||||
Rhodium Litigation [Member] | |||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
Loss contingency estimate of possible loss | $ 26,000 | ||||||||||||||
Rhodium Litigation [Member] | Breach Of Contract and Other Damages [Member] | |||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
Loss contingency damages | $ 55,000 | ||||||||||||||
Northern data working capital disputes [Member] | |||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
Escrow Deposit | $ 29,500 | ||||||||||||||
Final determination | $ 27,100 | ||||||||||||||
Amount released from escrow | 27,100 | ||||||||||||||
Remaining amount in escrow allocated to the defendant | $ 2,400 | ||||||||||||||
Gain on acquisition post-close dispute settlement | $ 26,000 | ||||||||||||||
G M O [Member] | |||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
Loss contingency estimate of possible loss | $ 150,000 | ||||||||||||||
Loss contingency damages | $ 496,000 | $ 25,000 | |||||||||||||
Minimum | Rhodium Litigation [Member] | |||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
Loss contingency estimate of possible loss | $ 7,000 | ||||||||||||||
Minimum | Rhodium Litigation [Member] | Profit Loss [Member] | |||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
Loss contingency damages | $ 1,000 | ||||||||||||||
Minimum | Rhodium Litigation [Member] | Energy Credits [Member] | |||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
Loss contingency damages | 42,000 | ||||||||||||||
Minimum | Rhodium Litigation [Member] | Breach Of Contract and Other Damages [Member] | |||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
Loss contingency damages | $ 700 | ||||||||||||||
Maximum | Rhodium Litigation [Member] | |||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
Loss contingency estimate of possible loss | $ 10,000 | ||||||||||||||
Whinstone [Member] | Discount Rate | |||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
Discount rate | 2.50% | ||||||||||||||
Acquisition of Whinstone [Member] | |||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
Additional consideration paid | $ 86,000 | ||||||||||||||
Future power credits to be received | $ 1,200 | ||||||||||||||
Future power credits to be received, term | 12 years | ||||||||||||||
Discount rate of contigent consideration | 8% | ||||||||||||||
Power [Member] | TXU Power Supply Agreement [Member] | |||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
Revenues earned | $ 125,100 | ||||||||||||||
Future Power Bills [Member] | TXU Power Supply Agreement [Member] | Beginning in 2022 [Member] | |||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
Cash proceeds from services | $ 59,700 | ||||||||||||||
MicroBT Electronics Technology Co., LTD | |||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
Purchase of miners | 191,100 | ||||||||||||||
Additional commitment amount | 270,400 | ||||||||||||||
2024 | 220,000 | ||||||||||||||
2025 | 50,400 | ||||||||||||||
Midas Green Technologies, LLC | |||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
Purchase of miners | 31,200 | ||||||||||||||
Purchase Obligation, Remaining Commitment Due in the second quarter of 2024 | 21,100 | ||||||||||||||
ERCOT [Member] | Power [Member] | TXU Power Supply Agreement [Member] | |||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
Contingent Sale Proceeds Against Future Remittance | $ 26,300 | ||||||||||||||
Whinstone [Member] | |||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
Fair value of the contingent consideration | $ 83,000 | ||||||||||||||
Whinstone [Member] | Power [Member] | TXU Power Supply Agreement [Member] | |||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
Cash proceeds from services | 29,000 | ||||||||||||||
Power Management Fees | $ 10,000 |
Commitments and Contingencies -
Commitments and Contingencies - Estimated Fair Value Contingent Consideration Liability (Details) - Fair Value, Inputs, Level 3 [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Commitments and Contingencies (Details) [Line Items] | |
Balance as of December 31, 2022 | $ 24,935 |
Change in contingent consideration | (24,026) |
Balance as of December 31, 2023 | $ 909 |
Income taxes (Details)
Income taxes (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Income Taxes (Details) [Line Items] | |
Valuation allowance | $ 42.5 |
Domestic Tax Authority [Member] | |
Income Taxes (Details) [Line Items] | |
Net operating loss carry forwards | 528 |
Tax federal cuts | 398 |
Domestic Tax Authority [Member] | 2026 [Member] | |
Income Taxes (Details) [Line Items] | |
Net operating loss carry forwards | 130 |
State and Local Jurisdiction [Member] | |
Income Taxes (Details) [Line Items] | |
Net operating loss carry forwards | 171 |
Tax federal cuts | 70 |
State and Local Jurisdiction [Member] | 2037 [Member] | |
Income Taxes (Details) [Line Items] | |
Net operating loss carry forwards | $ 101 |
Income taxes - Schedule of comp
Income taxes - Schedule of components of loss from continuing operations by domestic and foreign jurisdictions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income taxes | |||
Domestic | $ (54,565) | $ (521,302) | $ (15,183) |
Foreign | |||
Loss from Continuing Operations before Income Taxes | $ (54,565) | $ (521,302) | $ (15,183) |
Income taxes - Schedule of co_2
Income taxes - Schedule of components of income tax benefit expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | |||
US Federal | |||
US State | 48 | (789) | (254) |
Foreign | |||
Total current benefit (expense) | 48 | (789) | (254) |
Deferred: | |||
US Federal | 5,045 | 12,538 | |
US State | |||
Foreign | |||
Total deferred benefit | 5,045 | 12,538 | |
Total income tax benefit (expense) | $ 5,093 | $ 11,749 | $ (254) |
Income taxes - Schedule of defe
Income taxes - Schedule of deferred tax assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule Of Deferred Tax Assets And Liabilities Abstract | ||
Operating lease liabilities | $ 4,485 | $ 5,178 |
Deferred revenues | 3,735 | 4,595 |
Stock compensation | 2,348 | 17,422 |
Bitcoin | 29,111 | |
Intangible assets | 6,523 | 6,501 |
Net operating loss carryforwards | 116,872 | 150,167 |
Other deferred tax assets | 2,058 | 2,393 |
Total deferred tax assets | 136,021 | 215,367 |
Valuation allowance | (65,600) | (108,060) |
Net deferred tax assets | 70,421 | 107,307 |
Deferred income tax liabilities: | ||
Derivative asset | (21,898) | (22,678) |
Right of use asset | (4,289) | (5,043) |
Fixed assets | (19,189) | (79,586) |
Bitcoin | (23,300) | |
Other deferred tax liabilities | (1,745) | |
Total deferred tax liabilities | (70,421) | (107,307) |
Net deferred tax assets (liabilities) |
Income taxes - Schedule of tax
Income taxes - Schedule of tax expense (benefit) based on the U.S. federal statutory rate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Expense (Benefit), Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Federal statutory rate | $ 11,459 | $ 109,376 | |
State and local taxes, net of federal taxes | 42 | 3,403 | |
Goodwill impairment | (64,295) | ||
Contingent payment | 5,045 | 12,538 | |
Section 162m compensation | (21,315) | (11,433) | |
Stock compensation | 2,648 | 2,904 | |
Return to provisions | (2,760) | 9,026 | |
Rate change on deferreds | 3,919 | (3,321) | |
Deferred adjustments | (36,159) | ||
Other | (244) | ||
Change in valuation allowance | 42,458 | (46,449) | |
Total income tax benefit (expense) | $ 5,093 | $ 11,749 | $ (254) |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
Federal statutory rate (In percentage) | 21% | 21% | |
State and local taxes, net of federal taxes (In percentage) | (0.10%) | 0.70% | |
Goodwill impairment (In percentage) | 0% | (12.30%) | |
Contingent payment (In percentage) | 9.30% | 2.40% | |
Section 162m compensation (In percentage) | (39.10%) | (2.20%) | |
Stock compensation (In percentage) | 4.90% | 0.60% | |
Return to provision (In percentage) | (5.10%) | 1.70% | |
Rate change on deferred (In percentage) | 7.20% | (0.60%) | |
Deferred adjustment (In percentage) | (66.30%) | 0% | |
Other (In percentage) | 0.50% | 0% | |
Change in valuation allowance (In percentage) | 77.80% | (8.90%) | |
Income taxes expense (benefit) (In percentage) | 9.30% | 2.30% |
Earnings Per Share (Details)
Earnings Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares not included in the computation of EPS | 10,289,185 | 63,000 | 4,080,345 |
Warrants to purchase common stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares not included in the computation of EPS | 63,000 | 63,000 | 63,000 |
Unvested restricted stock awards [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares not included in the computation of EPS | 9,824,546 | ||
Unvested restricted stock units [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares not included in the computation of EPS | 401,639 | 4,015,146 | |
Convertible Preferred Stocks Series B [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares not included in the computation of EPS | 2,199 |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) customer segment | Dec. 31, 2022 USD ($) customer | Dec. 31, 2021 USD ($) customer | |
Segment Information (Details) [Line Items] | |||
Number of reportable segments | segment | 2 | ||
Revenues earned | $ | $ 280,678 | $ 259,171 | $ 213,243 |
Number of customers over 10% of total revenues | 0 | ||
Bitcoin Mining [Member] | |||
Segment Information (Details) [Line Items] | |||
Number of customers over 10% of total revenues | 0 | 0 | |
Bitcoin Mining [Member] | Accounts Receivable [Member] | |||
Segment Information (Details) [Line Items] | |||
Number of customers | 5 | 5 | |
Bitcoin Mining [Member] | Customer Concentration Risk | Accounts Receivable [Member] | |||
Segment Information (Details) [Line Items] | |||
Concentration risk, percentage | 80% | 70% | |
Engineering [Member] | |||
Segment Information (Details) [Line Items] | |||
Revenues earned | $ | $ 29,700 | ||
Number of customers | 1 | ||
Engineering [Member] | Customer Concentration Risk | Revenue Benchmark [Member] | |||
Segment Information (Details) [Line Items] | |||
Concentration risk, percentage | 11.40% | ||
Other revenue [Member] | |||
Segment Information (Details) [Line Items] | |||
Revenues earned | $ | $ 27,379 | $ 36,959 | $ 24,643 |
Segment Information - Schedule
Segment Information - Schedule of reportable segments gross margin to net income (loss) before taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reportable segment revenue: | |||
Revenue from external customers | $ 280,678 | $ 259,171 | $ 213,243 |
Reconciling Items: | |||
Acquisition-related costs | (78) | (21,198) | |
Selling, general, and administrative | (100,346) | (67,452) | (87,429) |
Depreciation and amortization | (252,354) | (107,950) | (26,324) |
Change in fair value of Bitcoin | 184,734 | ||
Change in fair value of derivative asset | 6,721 | 71,418 | 12,112 |
Power curtailment credits | 71,215 | 27,345 | 6,514 |
Change in fair value of contingent consideration | 159 | (975) | |
Realized gain on sale of Bitcoin | 30,346 | 253 | |
(Loss) gain on sale/exchange of equipment | (5,336) | 16,281 | |
Casualty-related (charges) recoveries, net | 5,974 | (9,688) | |
Impairment of Bitcoin | (147,365) | (43,973) | |
Impairment of goodwill | (335,648) | ||
Impairment of miners | (55,544) | ||
Interest income (expense) | 8,222 | 454 | (296) |
Realized loss on sale of marketable equity securities | (8,996) | ||
Unrealized gain (loss) on marketable equity securities | (13,655) | ||
Other income (expense) | 260 | (59) | 2,378 |
Current income tax benefit (expense) | 48 | (789) | (254) |
Deferred income tax benefit (expense) | 5,045 | 12,538 | |
Realized gain on sale/exchange of long-term investment | 26,260 | ||
Net income (loss) | (54,565) | (521,302) | (15,183) |
Operating Segments [Member] | |||
Reportable segment revenue: | |||
Revenue from external customers | 416,252 | 344,043 | 214,330 |
Less: Segment cost of revenue | 387,049 | (271,380) | (82,862) |
Segment gross profit (loss) | 29,203 | 72,663 | 131,468 |
Intersegment Eliminations [Member] | |||
Reportable segment revenue: | |||
Revenue from external customers | 135,574 | 84,872 | 1,087 |
Segment gross profit (loss) | (2,858) | (7,188) | (318) |
Bitcoin Mining [Member] | |||
Reportable segment revenue: | |||
Revenue from external customers | 188,996 | 156,870 | 184,422 |
Bitcoin Mining [Member] | Operating Segments [Member] | |||
Reportable segment revenue: | |||
Revenue from external customers | 188,996 | 156,870 | 184,422 |
Less: Segment cost of revenue | 134,516 | (84,897) | (45,513) |
Segment gross profit (loss) | 54,480 | 71,973 | 138,909 |
Engineering [Member] | |||
Reportable segment revenue: | |||
Revenue from external customers | 64,303 | 65,342 | 4,178 |
Engineering [Member] | Operating Segments [Member] | |||
Reportable segment revenue: | |||
Revenue from external customers | 72,825 | 85,358 | 5,265 |
Less: Segment cost of revenue | 66,277 | (70,283) | (4,351) |
Segment gross profit (loss) | 6,548 | 15,075 | 914 |
Engineering [Member] | Intersegment Eliminations [Member] | |||
Reportable segment revenue: | |||
Revenue from external customers | 8,522 | 20,016 | 1,087 |
Other revenue [Member] | |||
Reportable segment revenue: | |||
Revenue from external customers | 27,379 | 36,959 | 24,643 |
Less: Segment cost of revenue | (97,122) | (61,906) | (32,998) |
Other revenue [Member] | Operating Segments [Member] | |||
Reportable segment revenue: | |||
Revenue from external customers | 154,431 | 101,815 | 24,643 |
Less: Segment cost of revenue | 186,256 | (116,200) | (32,998) |
Segment gross profit (loss) | (31,825) | (14,385) | $ (8,355) |
Other revenue [Member] | Intersegment Eliminations [Member] | |||
Reportable segment revenue: | |||
Revenue from external customers | $ 127,052 | $ 64,856 |
Impacts of Adoption of ASU 20_3
Impacts of Adoption of ASU 2023-08 (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Impacts of Adoption of ASU 2023-08 | ||||||||
Total revenue | $ 280,678 | $ 259,171 | $ 213,243 | |||||
Change in fair value of Bitcoin | 184,734 | |||||||
Operating income (loss) | (63,047) | (512,701) | (29,870) | |||||
Net income (loss) | $ (49,472) | $ (509,553) | $ (15,437) | |||||
Basic net income (loss) per share (in Dollars per share) | $ (0.28) | $ (3.65) | $ (0.17) | |||||
Diluted net income (loss) per share (in Dollars per share) | $ (0.28) | $ (3.65) | $ (0.17) | |||||
Basic weighted average number of shares outstanding (in Shares) | 175,026,051 | 139,433,901 | 93,452,764 | |||||
Diluted weighted average number of shares outstanding (in Shares) | 175,026,051 | 139,433,901 | 93,452,764 | |||||
Accounting Standards Update 2023-08 | ||||||||
Impacts of Adoption of ASU 2023-08 | ||||||||
Total revenue | $ 51,891 | $ 76,739 | $ 73,236 | $ 149,975 | $ 201,866 | |||
Change in fair value of Bitcoin | 25,261 | (14,490) | (83,504) | (97,994) | (72,733) | |||
Operating income (loss) | (82,546) | (32,183) | 17,374 | (14,809) | (97,355) | |||
Net income (loss) | $ (80,040) | $ (27,387) | $ 18,513 | $ (8,874) | $ (88,914) | |||
Basic net income (loss) per share (in Dollars per share) | $ (0.44) | $ (0.16) | $ 0.11 | $ (0.05) | $ (0.53) | |||
Diluted net income (loss) per share (in Dollars per share) | $ (0.44) | $ (0.16) | $ 0.11 | $ (0.05) | $ (0.53) | |||
Basic weighted average number of shares outstanding (in Shares) | 180,952,689 | 167,342,813 | 167,342,500 | 162,559,956 | 168,758,240 | |||
Diluted weighted average number of shares outstanding (in Shares) | 180,952,689 | 167,342,813 | 172,114,333 | 162,559,956 | 168,758,240 | |||
Accounting Standards Update 2023-08 | As previously reported | ||||||||
Impacts of Adoption of ASU 2023-08 | ||||||||
Total revenue | $ 51,891 | $ 76,739 | $ 73,236 | $ 149,975 | $ 201,866 | |||
Realized gain on sale of Bitcoin | (13,495) | (19,828) | (13,775) | (33,603) | (47,098) | |||
Impairment of Bitcoin | 4,041 | 5,638 | 4,472 | 10,110 | 14,151 | |||
Operating income (loss) | (47,831) | (32,483) | (56,827) | (89,310) | (137,141) | |||
Net income (loss) | $ (45,325) | $ (27,687) | $ (55,688) | $ (83,375) | $ (128,700) | |||
Basic net income (loss) per share (in Dollars per share) | $ (0.25) | $ (0.17) | $ (0.33) | $ (0.51) | $ (0.76) | |||
Diluted net income (loss) per share (in Dollars per share) | $ (0.25) | $ (0.17) | $ (0.33) | $ (0.51) | $ (0.76) | |||
Basic weighted average number of shares outstanding (in Shares) | 180,952,689 | 167,342,813 | 167,342,500 | 162,559,956 | 168,758,240 | |||
Diluted weighted average number of shares outstanding (in Shares) | 180,952,689 | 167,342,813 | 167,342,500 | 162,559,956 | 168,758,240 | |||
Accounting Standards Update 2023-08 | Effects of adoption | ||||||||
Impacts of Adoption of ASU 2023-08 | ||||||||
Realized gain on sale of Bitcoin | $ 13,495 | $ 19,828 | $ 13,775 | $ 33,603 | $ 47,098 | |||
Impairment of Bitcoin | (4,041) | (5,638) | (4,472) | (10,110) | (14,151) | |||
Change in fair value of Bitcoin | 25,261 | (14,490) | (83,504) | (97,994) | (72,733) | |||
Operating income (loss) | (34,715) | 300 | 74,201 | 74,501 | 39,786 | |||
Net income (loss) | $ (34,715) | $ 300 | $ 74,201 | $ 74,501 | $ 39,786 | |||
Basic net income (loss) per share (in Dollars per share) | $ (0.19) | $ 0.01 | $ 0.44 | $ 0.46 | $ 0.23 | |||
Diluted net income (loss) per share (in Dollars per share) | $ (0.19) | $ 0.01 | $ 0.44 | $ 0.46 | $ 0.23 | |||
Diluted weighted average number of shares outstanding (in Shares) | 4,771,833 |