Cover Page
Cover Page | 3 Months Ended |
Mar. 31, 2022 | |
Document Information [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | Core Scientific, Inc./tx |
Entity Central Index Key | 0001839341 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 96,355 | $ 117,871 |
Restricted cash | 14,077 | 13,807 |
Accounts receivable | 168 | 1,382 |
Accounts receivable from related parties | 342 | 300 |
Deposits for equipment | 279,153 | 358,791 |
Digital assets | 316,323 | 234,298 |
Prepaid expenses and other current assets | 101,827 | 30,111 |
Total current assets | 808,245 | 756,560 |
Property, plant and equipment, net | 820,182 | 597,304 |
Goodwill | 1,055,760 | 1,055,760 |
Intangible assets, net | 5,474 | 8,195 |
Other noncurrent assets | 14,387 | 21,045 |
Total Assets | 2,704,048 | 2,438,864 |
Current liabilities: | ||
Accounts payable | 15,623 | 11,617 |
Accrued expenses and other | 72,806 | 67,862 |
Deferred revenue | 103,215 | 63,417 |
Deferred revenue from related parties | 50,472 | 72,945 |
Derivative warrant liabilities | 27,997 | 0 |
Notes payable, current portion | 110,175 | 75,996 |
Finance lease liabilities, current portion | 34,405 | 28,452 |
Total current liabilities | 414,693 | 320,289 |
Finance lease liabilities, net of current portion | 56,494 | 62,145 |
Notes payable, net of current portion (includes $923,731 and $557,007 at fair value) | 1,052,496 | 652,213 |
Other Liabilities, Noncurrent | 53,655 | 18,531 |
Total liabilities | 1,577,338 | 1,053,178 |
Contingently redeemable preferred stock; $0.0001 par value; 2,000,000 shares authorized; — and 10,826 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively; $— and $45,164 total liquidation preference at March 31, 2022 and December 31, 2021, respectively | 0 | 44,476 |
Commitments and contingencies (Note 9) | ||
Stockholders' Equity: | ||
Common stock | 32 | 27 |
Additional paid-in capital | 1,604,116 | 1,379,581 |
Accumulated deficit | (493,636) | (27,432) |
Accumulated other comprehensive income (loss) | 16,198 | (10,966) |
Total Stockholders' Equity | 1,126,710 | 1,341,210 |
Total Liabilities, Redeemable Preferred Stock and Stockholders' Equity | $ 2,704,048 | $ 2,438,864 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Notes payable, fair value | $ 923,731 | $ 557,007 |
Contingently redeemable preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Contingently redeemable preferred stock, shares authorized (in shares) | 2,000,000,000 | 2,000,000,000 |
Contingently redeemable preferred stock, shares issued (in shares) | 0 | 10,826,000 |
Contingently redeemable preferred stock, shares outstanding (in shares) | 0 | 10,826,000 |
Contingently redeemable preferred stock, total liquidation preference | $ 0 | $ 45,164 |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000,000 | 10,000,000,000 |
Common stock, shares issued | 324,564,000 | 271,576,000 |
Common stock, shares outstanding | 324,564,000 | 271,576,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue: | ||
Total revenue | $ 192,519 | $ 54,246 |
Cost of revenue | 122,516 | 39,713 |
Gross Profit | 70,003 | 14,533 |
Gain from sales of digital assets | 2,163 | 30 |
Impairments of digital assets | (53,985) | 0 |
Operating expenses: | ||
Research and development | 3,340 | 1,208 |
Sales and marketing | 1,398 | 534 |
General and administrative expenses | 40,160 | 3,795 |
Total operating expenses | 44,898 | 5,537 |
Operating (loss) income | (26,717) | 9,026 |
Non-operating expenses, net: | ||
Loss on debt extinguishment | 0 | 42 |
Interest expense, net | 21,676 | 2,135 |
Fair value adjustments on convertible notes | 386,037 | 0 |
Fair value adjustments on derivative warrant liabilities | (10,275) | 0 |
Other non-operating (income), net | (357) | 0 |
Total non-operating expense, net | 397,081 | 2,177 |
(Loss) income before income taxes | (423,798) | 6,849 |
Income tax expense | 42,406 | 0 |
Net (loss) income | $ (466,204) | $ 6,849 |
Net (loss) income per share (Note 13): | ||
Net loss per share – basic (in dollars per share) | $ (1.52) | $ 0.04 |
Net loss per share – diluted (in dollars per share) | $ (1.52) | $ 0.04 |
Weighted average shares outstanding: | ||
Weighted average common shares outstanding - basic (in shares) | 307,475 | 157,786 |
Weighted average common shares outstanding - diluted (in shares) | 307,475 | 175,964 |
Hosting Service | ||
Revenue: | ||
Cost of revenue | $ 31,231 | $ 11,829 |
Hosting Service, Customers | ||
Revenue: | ||
Revenue from customers and related parties | 27,338 | 8,356 |
Hosting Service, Related Parties | ||
Revenue: | ||
Revenue from customers and related parties | 5,876 | 4,336 |
Equipment Sales | ||
Revenue: | ||
Cost of revenue | 22,535 | 26,231 |
Equipment Sales, Customers | ||
Revenue: | ||
Revenue from customers and related parties | 416 | 24,042 |
Equipment Sales, Related Parties | ||
Revenue: | ||
Revenue from customers and related parties | 25,889 | 7,884 |
Digital asset mining | ||
Revenue: | ||
Digital asset mining income | 133,000 | 9,628 |
Cost of revenue | $ 68,750 | $ 1,653 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement of Other Comprehensive Income [Abstract] | ||
Net (loss) income | $ (466,204) | $ 6,849 |
Change in fair value attributable to instrument-specific credit risk of convertible notes measured at fair value under the fair value option, net of tax effect of $— and $— | 27,164 | 0 |
Total other comprehensive income, net of income taxes | 27,164 | 0 |
Comprehensive (loss) income | $ (439,040) | $ 6,849 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive (Loss) Income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement of Other Comprehensive Income [Abstract] | ||
Change in fair value attributable to instrument-specific credit risk of convertible notes measured at fair value under the fair value option, tax effect | $ 0 | $ 0 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Contingently Redeemable Convertible Preferred Stock and Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | As Reported | Retroactive application of the recapitalization | Contingently Redeemable Convertible Preferred Stock | Contingently Redeemable Convertible Preferred Stock As Reported | Contingently Redeemable Convertible Preferred Stock Retroactive application of the recapitalization | Common Stock | Common Stock As Reported | Additional Paid-In Capital | Additional Paid-In Capital As Reported | Accumulated Deficit | Accumulated Deficit As Reported | Accumulated Other Comprehensive Income |
Beginning balance (in shares) at Dec. 31, 2020 | 10,826 | 6,766 | 4,060 | ||||||||||
Beginning balance at Dec. 31, 2020 | $ 44,476 | $ 44,476 | |||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 59,179 | 157,786 | 98,607 | ||||||||||
Beginning balance at Dec. 31, 2020 | $ 89,239 | $ 89,224 | $ 15 | $ 16 | $ 1 | $ 163,967 | $ 163,967 | $ (74,744) | $ (74,744) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net (loss) income | 6,849 | 6,849 | |||||||||||
Other comprehensive income | 0 | ||||||||||||
Stock-based compensation | 588 | 588 | |||||||||||
Issuances of common stock- warrants and options | 496 | 496 | |||||||||||
Ending balances (in shares) at Mar. 31, 2021 | 10,826 | ||||||||||||
Ending balance at Mar. 31, 2021 | $ 44,476 | ||||||||||||
Ending balances (in shares) at Mar. 31, 2021 | 157,786 | ||||||||||||
Ending balance at Mar. 31, 2021 | 97,172 | $ 16 | 165,051 | (67,895) | |||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 10,826 | 6,766 | 4,060 | ||||||||||
Beginning balance at Dec. 31, 2020 | $ 44,476 | $ 44,476 | |||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 59,179 | 157,786 | 98,607 | ||||||||||
Beginning balance at Dec. 31, 2020 | 89,239 | $ 89,224 | $ 15 | $ 16 | $ 1 | 163,967 | $ 163,967 | (74,744) | $ (74,744) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Costs attributable to issuance of common stock and equity instruments- Merger with XPDI | $ (16,600) | ||||||||||||
Ending balances (in shares) at Dec. 31, 2021 | 10,826 | 10,826 | |||||||||||
Ending balance at Dec. 31, 2021 | $ 44,476 | $ 44,476 | |||||||||||
Ending balances (in shares) at Dec. 31, 2021 | 271,576 | ||||||||||||
Ending balance at Dec. 31, 2021 | 1,341,210 | $ 27 | 1,379,581 | (27,432) | $ (10,966) | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||
Issuance of common stock - conversion of contingently redeemable preferred stock to common stock (in shares) | (10,826) | ||||||||||||
Issuance of common stock - conversion of contingently redeemable preferred stock to common stock | $ (44,476) | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net (loss) income | (466,204) | (466,204) | |||||||||||
Other comprehensive income | 27,164 | 27,164 | |||||||||||
Stock-based compensation | 20,573 | 20,573 | |||||||||||
Issuance of common stock - restricted stock and restricted stock units (in shares) | 6,803 | ||||||||||||
Issuance of common stock - restricted stock and restricted stock units | $ 1 | (1) | |||||||||||
Issuance of common stock - exercise of warrants (in shares) | 3,001 | ||||||||||||
Issuance of common stock - conversion of contingently redeemable preferred stock to common stock (in shares) | 10,826 | ||||||||||||
Issuance of common stock - conversion of contingently redeemable preferred stock to common stock | 44,476 | $ 1 | 44,475 | ||||||||||
Issuances of common stock- Merger with XPDI (in shares) | 30,778 | ||||||||||||
Issuances of common stock- Merger with XPDI | 163,459 | $ 3 | 163,456 | ||||||||||
Costs attributable to issuance of common stock and equity instruments- Merger with XPDI | (16,642) | (16,642) | |||||||||||
Issuances of common stock- vendor settlement (in shares) | 1,580 | ||||||||||||
Issuances of common stock- vendor settlement | $ 12,674 | 12,674 | |||||||||||
Ending balances (in shares) at Mar. 31, 2022 | 0 | 0 | |||||||||||
Ending balance at Mar. 31, 2022 | $ 0 | $ 0 | |||||||||||
Ending balances (in shares) at Mar. 31, 2022 | 324,564 | ||||||||||||
Ending balance at Mar. 31, 2022 | $ 1,126,710 | $ 32 | $ 1,604,116 | $ (493,636) | $ 16,198 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net (loss) income | $ (466,204) | $ 6,849 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 42,139 | 2,916 |
Amortization of operating lease right-of-use assets | 53 | |
Stock-based compensation | 25,797 | 588 |
Digital asset mining income | (133,000) | (9,628) |
Deferred income taxes | 33,974 | 0 |
Loss on debt extinguishment | 0 | 42 |
Fair value adjustments on derivative warrant liabilities | 10,275 | 0 |
Fair value adjustment on convertible notes | 393,888 | 0 |
Amortization of debt discount and debt issuance costs | 1,027 | 543 |
Impairments of digital assets | 53,985 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 1,214 | (6,616) |
Accounts receivable from related parties | (42) | 16 |
Digital assets | (3,010) | 9,587 |
Deposits for equipment for sales to customers | 62,302 | (100,150) |
Prepaid expenses and other current assets | (23,647) | 1,235 |
Accounts payable | (9,022) | (1,792) |
Accrued expenses and other | 11,741 | (709) |
Deferred revenue | 39,798 | 112,846 |
Deferred revenue from related parties | (22,473) | 0 |
Other noncurrent assets and liabilities, net | (1,860) | (315) |
Net cash (used by) provided by operating activities | (3,615) | 15,412 |
Cash Flows from Investing Activities | ||
Purchases of property, plant and equipment | (133,223) | (10,757) |
Deposits for self-mining equipment | (135,873) | 0 |
Other | 0 | (16) |
Net cash used in investing activities | (269,096) | (10,773) |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of common stock upon Merger with XPDI, net of transaction costs | 195,010 | 496 |
Proceeds from debt, net of issuance costs | 82,152 | 22,220 |
Financing lease payments | (10,256) | 0 |
Principal payments on debt | (15,441) | (1,683) |
Net cash provided by financing activities | 251,465 | 21,033 |
(Decrease) Increase in cash, cash equivalents, and restricted cash | (21,246) | 25,672 |
Cash, cash equivalents and restricted cash—beginning of period | 131,678 | 8,721 |
Cash, cash equivalents and restricted cash—end of period | $ 110,432 | $ 34,393 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | 1. ORGANIZATION AND DESCRIPTION OF BUSINESS MineCo Holdings, Inc. was incorporated on December 13, 2017 in the State of Delaware and changed its name to Core Scientific, Inc. (“Legacy Core Scientific”) pursuant to an amendment to its Certificate of Incorporation dated June 12, 2018. On August 17, 2020 Legacy Core Scientific engaged in a holdco restructuring to facilitate a borrowing arrangement by Legacy Core Scientific pursuant to which Legacy Core Scientific was merged with and into a wholly owned subsidiary of Core Scientific Holding Co. and became a wholly owned subsidiary of Core Scientific Holding Co. and the stockholders of Legacy Core Scientific became the shareholders of Core Scientific Holding Co. On January 19, 2022, Core Scientific Holding Co. merged with Power & Digital Infrastructure Acquisition Corp., a Delaware corporation (“XPDI”), and XPDI Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of XPDI (“Merger Sub”), consummated the transactions contemplated under the merger agreement, following the approval at the special meeting of the stockholders of XPDI held on January 19, 2022. In connection with the closing of the merger, XPDI changed its name from Power & Digital Infrastructure Acquisition Corp. to Core Scientific, Inc. (“Core Scientific” or the “Company”). The Company, headquartered in Austin, Texas, is an infrastructure, technology and services company that conducts, or plans to conduct, the following business activities: • Owning and operating computer equipment used to process transactions conducted on one or more blockchain networks in exchange for transaction processing fees rewarded in digital currency assets, commonly referred to as mining; • Owning and operating datacenter facilities in the U.S. to provide colocation and hosting services for distributed ledger technology, also commonly known as blockchain; • Developing blockchain-based platforms and applications, including infrastructure management, security technologies, mining optimization, and recordkeeping; Merger Agreement In 2021, XPDI entered into a certain Agreement and Plan of Reorganization and Merger, dated as of July 20, 2021, as amended on October 1, 2021, and as further amended on December 29, 2021, by and among Core Scientific Holding Co., XPDI Merger Sub and XPDI (the “Merger Agreement”). XPDI’s stockholders approved the transactions (collectively, the “Merger”) contemplated by the Merger Agreement at a special meeting of stockholders held on January 19, 2022 (the “Special Meeting”). Pursuant to the terms of (a) the Merger Agreement and (b) that certain Agreement and Plan of Merger, dated as of October 1, 2021, as amended on January 14, 2022, by and among XPDI, Core Scientific Holding Co., XPDI Merger Sub 3, LLC, a Delaware limited liability company and wholly owned subsidiary of XPDI (“Merger Sub 3”), and Blockcap, Inc., a Nevada corporation and wholly owned subsidiary of Core Scientific (“Blockcap”), the Merger was effected by (i) the merger of Merger Sub with and into Core Scientific (the “First Merger”), which occurred on January 19, 2022 (the “Closing Date”), with Core Scientific surviving the First Merger as a wholly owned subsidiary of XPDI, (ii) the merger of Core Scientific with and into XPDI (the “Second Merger”), which occurred on January 20, 2022, with XPDI surviving the Second Merger, and (iii) following the closing of the Second Merger on January 20, 2022, the merger of Blockcap with and into Merger Sub 3 (the “Third Merger”), with Merger Sub 3 surviving the Third Merger as a wholly owned subsidiary of XPDI under the name “Core Scientific Acquired Mining LLC.” Immediately prior to the effective time of the First Merger (such effective time of the First Merger, the “Effective Time”), XPDI filed a Second Amended and Restated Certificate of Incorporation (the “Post-Combination Charter”) with the Secretary of State of the State of Delaware pursuant to which XPDI changed its name from “Power & Digital Infrastructure Acquisition Corp.” to “Core Scientific, Inc.” (hereinafter referred to as the “Company” or “New Core”) and redesignated its Class A common stock, par value $0.0001 per share (“XPDI Class A Common Stock”), and Class B common stock, par value $0.0001 per share (“XPDI Class B Common Stock”), as common stock, par value $0.0001, of the Company (“New Core Common Stock”). The Exchange Ratio (as defined in the Merger Agreement) was 1.6001528688 of a share of New Core Common Stock per fully-diluted share of Core Scientific Common Stock. In connection with the Special Meeting and the Merger, holders of 12.3 34.5 10.00 123.5 The Merger provides gross proceeds of approximately $ 221.6 195.0 build-out The Merger is accounted for as a reverse recapitalization with the Company being the accounting acquirer. A reverse recapitalization does not result in a new basis of accounting. Accordingly, the reverse recapitalization was treated as the equivalent of Core Scientific Holding Co. issuing stock for the net assets of XPDI, accompanied by a recapitalization. The net assets of XPDI are stated at historical costs, with no goodwill or other intangible assets recorded. The Company identified $18.6 million of direct and incremental transaction costs, which consist of legal, accounting, and other professional services directly related to the Merger, of which $10.7 million were recorded in other noncurrent assets on the consolidated balance sheets as of December 31, 2021 and the remaining $7.9 million were recording in the three months ended March 31, 2022. These transaction costs have been allocated to all instruments assumed or issued in the merger on a relative fair value basis as of the date of the merger. Transaction costs of $16.6 million have been allocated to equity-classified instruments and recognized as an adjustment to additional paid-in Immediately prior to the Effective Time, each share of Series A convertible preferred stock, par value $0.00001, of Core Scientific automatically converted into one share of Core Scientific common stock, par value $0.00001 per share (“Core Scientific Common Stock”), and each share of Series B convertible preferred stock, par value $0.00001, of Core Scientific automatically converted into one share of Core Scientific Common Stock. In addition, immediately prior to the Effective Time, each share of XPDI Class B Common Stock automatically converted into one share of New Core Common Stock. 1.7 million shares (“SPAC Vesting Shares”) are subject to vesting conditions, and will vest i) upon the date on which New Core Common Stock’s volume weighted average price is greater than $12.50 per share for any 20 trading days within any 30 consecutive trading day period within five years of the Closing Date or ii) upon any Company Sale that is consummated within five years of the Closing Date that results in the holders of the Company’s common stock receiving a Company Sale Price equal to or in excess of $12.50 per share. A Company Sale means any change in control of the Company, or a sale of substantially of the Company’s assets that results in a change in control. Company Sale Price means the price per share paid to holders of common stock in a Company Sale. As a result of the Merger, all of XPDI’s Class A Common Stock and Class B Common Stock automatically converted into shares of New Core Common Stock on a one-for-one All share-based compensation awards were converted into comparable equity awards that are settled or exercisable for shares of New Core Common Stock. As a result, each stock option and warrant was converted into an option or warrant to purchase shares New Core Common Stock based on an exchange ratio of 1.6001528688. Each award of the Company’s RSUs was converted into RSUs of New Core based on an exchange ratio of 1.6001528688. Each convertible note is convertible into New Core Common Stock in accordance with the terms of such convertible promissory note; provided, however, that with respect to outstanding convertible promissory notes for which Core Scientific received a duly executed exercise of conversion in accordance with such convertible promissory note, exercising the right of such holder to convert such convertible promissory note subject to and conditioned upon the occurrence of the Effective Time, the outstanding principal amount and accrued interest as of the Effective Time with respect to such convertible promissory note was converted into shares of New Core Common Stock, equal to the product (rounded down to the nearest whole number) of (i) the number of shares of Core Scientific Common Stock issuable upon the conversion of such convertible promissory note in accordance with such convertible promissory note immediately prior to the Effective Time and (ii) the Exchange Ratio. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying consolidated financial statements reflect the application of certain significant accounting policies as described below and elsewhere in these notes to the consolidated financial statements. Basis of Presentation We have prepared the accompanying consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These consolidated financial statements are unaudited and, in our opinion, include all adjustments, consisting of normal recurring adjustments and accruals necessary for a fair presentation of our consolidated cash flows, operating results, and balance sheets for the periods presented. Operating results for the periods presented are not necessarily indicative of the results that may be expected for 2022. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been omitted in accordance with the rules and regulations of the SEC. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included as an exhibit to the amendment to the Current Report on Form 8-K/A, which was filed with the SEC on March 31, 2022 (the “8-K/A”). Use of Estimates The consolidated assets, liabilities and results of operations prior to the reverse recapitalization are those of Core Scientific Holding Co. The outstanding shares and corresponding capital amounts, and losses per share, prior to the reverse recapitalization, have been retroactively adjusted in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses during the reporting period. Some of the more significant estimates include the valuation of the Company’s common shares and the determination of the grant date fair value of stock-based compensation awards for periods prior to the Merger, the valuation of goodwill and intangibles, the fair value of convertible debt, acquisition purchase price accounting, and income taxes. These estimates are based on information available as of the date of the financial statements; therefore, actual results could differ from management’s estimates. Cash, Cash Equivalents, and Restricted Cash Cash and cash equivalents include all cash balances and highly liquid investments with original maturities of three months or less from the date of acquisition. As of March 31, 2022, cash equivalents included $90.0 million of highly liquid money market funds, which are classified as Level 1 within the fair value hierarchy. Restricted cash consists of cash held in escrow to pay for construction and development activities. The following table provides a reconciliation of the amount of cash, cash equivalents, and restricted cash reported on the consolidated balance sheets to the total of the same amount shown in the consolidated statements of cash flows (in thousands): March 31, 2022 December 31, 2021 Cash and cash equivalents $ 96,355 $ 117,871 Restricted Cash 14,077 13,807 Total cash, cash equivalents and restricted cash $ 110,432 $ 131,678 Property, Plant and Equipment, Net Property, plant and equipment includes land, buildings and improvements for datacenter facilities and leasehold improvements for the Company’s corporate headquarters. Property and equipment consists of computer, mining, network, electrical and other equipment, including right-of-use Subsequent to January 1, 2022, future obligations related to finance leases are presented as Finance lease liabilities, current portion and Finance lease liabilities, net of current portion in the Company’s Consolidated Balance Sheets. Finance lease right-of-use right-of-use Prior to January 1, 2022, future obligations related to capital leases accounted for under ASC 840 are presented as Finance lease liabilities, current portion and Finance lease liabilities, net of current portion on the Company’s Consolidated Balance Sheets. Capital lease assets for those periods are included within Property and equipment, net on our Condensed Consolidated Balance Sheets. Amortization of capital lease assets for periods prior to January 1, 2022 are primarily included in Cost of Revenue in the Company’s Consolidated Statements of Operations and Comprehensive (Loss) Income. Self-mining computer equipment that is subsequently contracted for sale to customers is valued at the lower of cost or net realizable value, with any write-down recognized as Cost of Equipment Sales in the Company’s Consolidated Statements of Operations. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The classification of derivative instruments, including whether such instruments should be classified as liabilities or as equity, is re-assessed The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement Recently Adopted Accounting Standards Simplifying Income Taxes In December 2019 , ASU 2019-12 , Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, when year-to date not Leases In February 2016, the FASB issued ASU No. 2016-02, right-of-use non-current right-of-use A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. The Company adopted the new standard on January 1, 2022 and used the effective date as the date of initial application. Consequently, financial information has not been updated, and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2022. The new standard provides a number of optional practical expedients in transition. The Company has elected the ‘package of practical expedients’, which permits the Company not to reassess prior conclusions about lease identification, lease classification and initial direct costs under the new standard. The Company has not elected the use-of-hindsight The new standard also provides practical expedients for the Company’s ongoing accounting. The Company has elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, the Company does not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. The Company has not elected to apply the practical expedient to not separate lease and non-lease The cumulative effect of initially applying the new lease standard on January 1, 2022 is as follows: January 1, 2022 Beginning Balance Cumulative Effect Beginning Balance, Assets Prepaid expenses and other current assets $ 30,111 $ (453 ) $ 29,658 Other noncurrent assets $ 21,045 $ 1,814 $ 22,859 Liabilities Accrued expenses and other $ 67,862 $ (188 ) $ 67,674 Other noncurrent liabilities $ 18,531 $ (1,173 ) $ 17,358 The most significant judgments and impacts upon adoption of the standard include the following: • We recognized right-of-use right-of-use right-of-use • In determining the discount rate used to measure the right-of-use • Certain line items in the Consolidated Balance Sheets have been renamed to align with the new terminology presented in the new lease standard; “Capital lease obligations, current portion” and “Capital lease obligations, net of current portion” are now presented as “Finance lease liabilities, current portion” and “Finance lease liabilities, net of current portion” on the Consolidated Balance Sheets, respectively. • Upon adoption on January 1, 2022, Operating lease right-of-use Other noncurrent assets $0.2 million were recorded in Accrued expenses and the noncurrent portion of operating lease liabilities of $1.2 million were recorded within Other noncurrent liabilities on the Consolidated Balance Sheets. Accounting Standards not yet adopted In June 2016, the FASB issued ASU 2016-13, 10-K There are no other new accounting pronouncements that are expected to have a significant impact on the Company’s consolidated financial statements. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | 3. ACQUISITIONS In June 2020, Core Scientific entered into an Asset Purchase Agreement with Atrio Inc. (“Atrio”) to acquire certain assets of Atrio in exchange for $1.2 million cash consideration and 0.5 million shares of the Company’s common stock. The Company and Atrio contemplated a valuation for the transaction of approximately $2.4 million based on an estimate of the fair value of the Company’s common stock of $2.19 per share which was allocated to cost of the acquired software intangible assets. In a separate transaction in June 2020, the Company entered into an agreement with RStor, Inc. (“RStor”) to obtain a non-exclusive license The software acquired from Atrio and the acquired patents from RStor are not businesses under ASC 805, Business Combinations, In March 2022, the Company reclassified all the software intangible assets related to the Atrio and RStor asset acquisitions to held for sale as a result of the expected sale of the software anticipated to occur in 2022. As of March 31, 2021, the Company had $2.2 million of software intangible assets classified as held for sale and presented within Prepaid expenses and other current assets on the Company’s Consolidated Balance Sheets. The Company did not record any loss on the software intangible assets held for sale during the three months ended March 31, 2022. Blockcap Acquisition On July 30, 2021, the Company acquired 100% of the equity interest in Blockcap, one of its largest hosting customers. Blockcap is a blockchain technology company with industrial scale digital asset mining operations. Blockcap’s primary historical business was the mining of digital asset coins and tokens, primarily Bitcoin and, to a lesser extent, Siacoin and Ethereum. While Blockcap did sell or exchange the digital assets it mined to fund its growth strategies or for general corporate purposes from time to time, it generally retained its digital assets as investments in anticipation of continued adoption of digital assets as a “store of value” and a more accessible and efficient medium of exchange than traditional fiat currencies. In addition to mining, holding and exchanging digital assets, Blockcap also evaluated and completed investments in related technologies and ancillary businesses, including RADAR, an early stage company focused on technology enhancement and development in the digital asset industry that it acquired on July 1, 2021. The acquisition of Blockcap significantly expanded the Company’s self-mining operations and increased the number of miners it owns. The Company intends to utilize RADAR’s business assets and the technical expertise of its principals in enhancing the Company’s existing blockchain mining technology and software and in further strengthening the Company’s leadership position and value creation potential through the development of products and services that utilize blockchain technologies. Consideration consisted of the issuance of 113.9 million shares of the Company’s common stock, approximately 6.8 million shares of the Company’s restricted stock and approximately 7.3 million options to purchase shares of the Company’s common stock. The acquisition has been accounted for as a business combination using the acquisition method of accounting, whereby the net assets acquired and the liabilities assumed were recorded at fair value. The Company and Blockcap had preexisting relationships which were settled on the acquisition date. Using the estimated purchase price for the transaction, the Company has allocated the purchase price to identifiable assets and liabilities based upon preliminary fair value estimates. The excess of the purchase price over the fair value of the net identifiable assets acquired was allocated to goodwill. In a business combination, the initial allocation of the purchase price is considered preliminary and therefore subject to change until the end of the measurement period (not to exceed one year from the acquisition date). Because the measurement period is still open, certain fair value estimates may change once all information necessary to make a final fair value assessment has been received. Specifically, the measurement period is still open for consideration transferred, property, plant and equipment, net and deferred tax liabilities as the Company is still in the process of obtaining information about certain shares allocated to Blockcap shareholders and certain transactions between Blockcap and Core that were outstanding as of July 30, 2021. The following table summarizes the fair values for each major class of assets acquired and liabilities assumed at the acquisition date. The Company retained the services of certified valuation specialists to assist with assigning estimated values to certain acquired assets and assumed liabilities. Amounts initially disclosed for the estimated values of certain acquired assets and liabilities assumed were adjusted through March 31, 2022 based on information arising after the initial preliminary valuation. PPA Allocation Consideration (in thousands) 113.9 million common shares valued at $10.11 per share 1,2 $ 1,151,985 Fair value of replaced Blockcap share-based payments attributable to pre-combination 3 21,768 Settlement of Blockcap debt 4 25,607 Settlement of preexisting contracts 5 (60,522 ) Total Consideration $ 1,138,838 Fair value of assets acquired, and liabilities assumed: Cash and cash equivalents $ 704 Digital assets-Bitcoin 73,304 Digital assets-Ethereum 365 Digital assets-Bitcoin cash 8 Digital assets-Siacoin 554 Digital assets-Other 3,329 Other current assets 633 Intangible assets, net 2,925 Property, plant and equipment, net 97,964 Other noncurrent assets 1,293 Total assets acquired 181,079 Accounts payable 492 Accrued expenses and other 22,647 Deferred revenue 414 Other current liabilities 7,204 Deferred tax liability 9,003 Total liabilities assumed $ 39,760 Total identifiable net assets $ 141,319 Goodwill on acquisition $ 997,519 1 113.9 million common shares represent the equivalent Core Scientific common shares issued to Blockcap shareholders as consideration for the purchase. 2 The price per share of our common shares was estimated to be $10.11. As the Core Scientific common shares were not listed on a public marketplace, the calculation of the fair value of the common shares was subject to a greater degree of estimation. Given the absence of a public market, an estimate of the fair value of the common shares was required at the time of the Blockcap Acquisition. Objective and subjective factors were considered in determining the estimated fair value and because there was no active trading of the Core Scientific equity shares on an established securities market, an independent valuation specialist was engaged. The valuation was determined by weighting the outcomes of scenarios estimating share value based on both public company valuations and private company valuations. Both a market approach and common stock equivalency model were used to determine a range of outcomes, which were weighted based on probability to determine the result. 3 Reflects the estimated fair value of replaced Blockcap share-based payments allocated to purchase price based on the proportion of service related to the pre-combination 4 Reflects the fair value of loans issued by the Company in July 2021 that were effectively used to settle debt that had previously been held by Blockcap. Refer to Note 5 for further discussion of the debt issuance. 5 Blockcap had preexisting hosting and equipment contracts with the Company that were effectively settled by the Company’s acquisition of Blockcap. As a result, the consideration transferred to Blockcap has been adjusted by the deferred revenue balances that were settled at the time of acquisition. Intangible Assets and Liabilities Goodwill with an assigned value of $1.00 billion represents the excess of the consideration transferred over the estimated fair values of assets acquired and liabilities assumed in the Blockcap acquisition. The goodwill recognized includes the assembled workforce of Blockcap and intangible assets that do not qualify for separate recognition. None of the goodwill resulting from the acquisition is deductible for tax purposes. All of the goodwill acquired is allocated to the Mining segment. Management believes the acquisition of Blockcap strengthens its presence in the data mining market due to the scale of its operations. These factors are the basis for the excess purchase price paid over the value of the assets acquired and liabilities assumed, resulting in goodwill. Other intangible assets acquired in the Blockcap acquisition consisted of $2.8 million developed technology intangibles and $0.1 million of customer relationships with a weighted-average useful life of 3 years. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Warrant Liabilities | 4. DERIVATIVE WARRANT LIABILITIES As of March 31, 2022, the Company had 14.9 million warrants outstanding including: (a) 8.6 million Public Warrants and (b) 6.3 million Private Placement Warrants issued to XPDI Sponsor LLC (“Sponsor”) and certain institutional investors (“Anchor Investors”). Each Public Warrant and Private Placement Warrant became exercisable 30 days following the Closing Date of the XPDI Merger and may be exercised for one share of common stock at an exercise price of $11.50 per share. The Public Warrants and Private Placement Warrants expire January 19, 2027, which is five years after the Closing Date. Redemption of Public Warrants when the price per share of common stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price of common stock for any 20 trading days within a 30-trading The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the shares of common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of common stock is available throughout the 30-day Redemption of Public Warrants when the price per share of common stock equals or exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” (as defined below) of common stock; • if, and only if, the last reported sales price of the Company’s common stock for any twenty (20) trading days within the thirty (30) trading-day • if the Reference Value is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above. • The “fair market value” of common stock shall mean the volume weighted average price of common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). Redemption of Private Placement Warrants The terms of redemption of Private Placement Warrants are identical in all respects to those for the Public Warrants except that, so long as they are held by the Sponsor, Anchor Investors or their permitted transferees they will not be redeemable , except as described above in Redemption of Public Warrants when the price per share of common stock equals or exceeds $10.00. If the Private Placement Warrants are held by someone other than the Sponsor, the Anchor Investors or their respective permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants Registration If the Company fails to cause a registration statement for the underlying common shares to be effective by the sixtieth (60th) day following the Closing Date, or fails to maintain such registration statement at any time, the holders of the Private Placement Warrants and Public Warrants may exercise such warrants on a cashless basis by exchanging the warrants for that number of shares of common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the Warrants, multiplied by the excess of the “Fair Market Value” (as defined below) less the Warrant Price by (y) the Fair Market Value and (B) the product of the number of Warrants surrendered and 0.361, subject to adjustment. “Fair Market Value” shall mean the volume-weighted average price of the shares of common stock as reported during the ten (10) trading day period ending on the trading day prior to the date that notice of exercise is received. Classification Both the Public Warrants and Private Placement Warrants are classified as a liability on the Company’s Consolidated Balance Sheet because their settlement amount is subject to change based on the existence of an effective registration statement for the underlying shares and the holder of the warrant (for Private Placement Warrants only). As of March 31, 2022 the liability balance was $28.0 million. For the three months ended March 31, 2022, the Company recorded a mark to market gain of $5.9 million and $4.3 million within the Consolidated Statement of Operations for the Public Warrants and Private Placement Warrants, respectively. Refer to Note 7 for further information about the fair value measurement of the warrants. |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable | 5. NOTES PAYABLE Notes payable as of March 31, 2022 and December 31, 2021 consist of the following (in thousands): March 31 December 31 Kentucky note $ 909 $ 1,032 Stockholder loan 10,000 10,000 Genesis loan 27 552 NYDIG loan 58,190 67,435 Trinity loan 28,154 19,641 Bremer 19,902 15,066 Blockfi 74,130 60,000 Anchor Labs 20,000 — Mass Mutual Barings 30,000 — Secured Convertible Notes 1 224,211 220,871 Other Convertible Notes 2 305,782 301,226 Other 592 663 Total 771,897 696,486 Unamortized discount and debt issuance costs (2,964 ) (3,187 ) Fair value adjustments to convertible notes 393,738 34,910 Total notes payable, net $ 1,162,671 $ 728,209 1 Secured Convertible Notes (includes principal balance at issuance and PIK interest) which considers the minimum payoff at maturity of two times the face value of the note plus accrued interest. The minimum payoff at maturity related to the principal balance was $448.4 million on March 31, 2022. The minimum payoff at maturity related to the principal balance was $441.7 million on December 31, 2021. 2 Other Convertible Notes which considers the minimum payoff at maturity of one times the face value of the note plus accrued interest. Kentucky Note Genesis Loan required to comply with an approved mining strategy and other restrictions on use of the collateral. Loans under the credit facility have terms of 20 months, bear interest at a rate per annum of 16% plus a fixed risk premium, and require monthly payments. Interest expense on the loans have been recognized based on an effective interest rate of 28%, which includes the amortization of a debt discount. The loan is secured by blockchain computing equipment financed by the loans. NYDIG Loan In May 2021, the Company received $13.4 million of additional loans under the master equipment finance agreement with NYDIG to finance the Company’s acquisition of blockchain computing equipment that bear an interest rate of 14.25% and have a term of 24 months from issuance. Interest expense on the loans issued in May 2021 has been recognized based on an effective interest rate of 17%. In July 2021, the Company received blockchain computing equipment from NYDIG (which had been concurrently acquired by NYDIG from Blockcap in exchange for settlement of Blockcap’s debt with NYDIG) in exchange for $26.1 million of additional loans under the master equipment finance agreement with NYDIG that bear an interest rate of 14.25% and have a term of 24 months from issuance. Interest expense on the loans issued in July 2021 has been recognized based on an effective interest rate of 16%. In November 2021, the Company received blockchain computing equipment from NYDIG in exchange for $33.4 million of additional loans under the master equipment finance agreement with NYDIG that bear an interest rate of 11% and have a term of 24 months from issuance. Interest expense on the loans issued in November 2021 has been recognized based on an effective interest rate of 11%. Stockholder loan a two-year term. a two-year term. Convertible Notes payment-in-kind maturity date of April 2025 and bear interest at a rate of 10% per annum, of which 4% is payable in cash and 6% is payable in kind. Upon the closing of the Merger Agreement with XPDI in January 2022, the Convertible Notes became convertible into common shares at the option of the holder at a conversion price equal to $8.00 per share. The proceeds from the Convertible Notes were used, in part, to repay $30.0 million of senior secured loans to Silverpeak Credit Partners LP. As discussed in Note 7, the Company has elected to measure its Convertible Notes at fair value and accordingly recognized $13.1 million of debt issuance costs as incurred at the time of issuance within Interest Expense, Net in the Company’s Consolidated Statements of Operations and Comprehensive (loss) income. The Convertible Notes had a fair value of $923.7 million compared to a principal amount of $530.0 million at March 31, 2022. The Company presents changes in fair value of the Convertible Notes during the period as follows: (1) the 10% contractual rate of interest on the convertible notes (consisting of 4% cash interest and 6% PIK interest) is presented as interest expense, net on the Consolidated Statements of Operations; (2) changes in fair value attributable to the Company’s own credit risk are presented within accumulated other comprehensive loss on the Consolidated Balance Sheets and as a component of other comprehensive income on the Consolidated Statements of Comprehensive (Loss) Income; and (3) other fair value changes are presented within other non-operating The fair value of the Company’s convertible notes as of December 31, 2021 included the effect of a negotiation discount, which is a calibration adjustment that reflects the illiquidity of the instruments and the Company’s negotiating position. Since the transaction was an orderly transaction, the Company deemed that the fair value equaled the transaction price at initial recognition. However, the closing of the merger of XPDI (which represents the occurrence of a qualified financing event as defined by the terms of the notes) in January 2022 resulted in the elimination of the negotiation discount along with other changes in fair value resulted in a significant increase in the fair value of the convertible notes (excluding interest expense and instrument-specific credit risk) of $386.0 million for the three months ended March 31, 2022. The following summarizes the fair value adjustments and debt issuance costs recognized on the convertible notes (in thousands): Financial statement line item Three months ended Cash interest payments Interest expense, net $ 5,227 Payment-in-kind Interest expense, net 7,851 Instrument specific credit risk Other comprehensive income (27,164 ) Other fair value adjustments Fair value adjustments on convertible notes 386,037 Total fair value adjustments $ 371,951 The principal amount of the Convertible Notes as of March 31, 2022 reflects the proceeds received plus any PIK interest added to the principal balance of the notes. Upon the closing of the Merger Agreement with XPDI in January 2022, the conversion price for the Convertible Notes became fixed at 80% of the financing price ($8.00 per share of common stock) and the holders now have the right to convert at any time until maturity. At maturity, any Secured Convertible Notes not converted will be owed two times the original face value plus accrued interest; any other Convertible Notes (other than the Secured Convertible Notes) not converted will be owed the original face value plus accrued interest. In addition, at any time (both before and after the merger with XPDI), the Company has the right to prepay the Secured Convertible Notes at the minimum payoff of two times the outstanding face value plus accrued interest and for other Convertible Notes the outstanding face value plus accrued interest. All of the Convertible Notes, totaling $530.0 million as of March 31, 2022, are scheduled to mature on April 19th, 2025, which includes $224.2 million for the face value of the Secured Convertible Notes which have payoff at maturity of two times the face value of the note plus accrued interest. The total amount that would be owed on the Secured Convertible Notes outstanding as of March 31, 2022 if held to maturity was $448.4 million. The total amount that would be owed on the Convertible Notes if prepaid as of March 31, 2022 was $767.3 million. See Note 7 for further information on fair value measurement of the Convertible Notes. Trinity Loans Bremer Loan Additionally, an interest buydown agreement was made between Grand Forks Growth Fund and the Bank of North Dakota acting on behalf of the PACE Program for the purpose of a buydown on the interest for certain the Company’s loans financed through Bremer Bank. The total amount of interest buydown over the term of the loan is $0.8 million and payments will begin to be received beginning when principal payments are due from the Company beginning May 2022. In order to receive the interest buydown incentive, the Company must (a) continue operation in the jurisdiction for a minimum of five years from the benefit date, (b) employ 13 new full-time employees within two years of receiving the incentive and continue to keep them employed for the duration of the agreement and (c) continue to make debt payments and no event of default should occur. If the Company discontinues operation in the jurisdiction within the next five years, it is obligated to repay the incentive back to the Bank of North Dakota. If after two years, the Company does not employ 13 new full-time employees, the interest buydown will be prorated to reflect any partial fulfillment and the Company, at a minimum, is required to pay back the value of the incentive to the Bank of North Dakota. For the three months ended March 31, 2022 and 2021, there was no interest buydown. Blockfi Anchor Labs Mass Mutual Barings |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 6. REVENUE The Company primarily generates revenue from hosting services, sales of computer equipment and digital asset mining income. The Company generally recognizes revenue when the promised service is performed, or control of the promised equipment is transferred to customers. Revenue excludes any amounts collected on behalf of third parties, including sales and indirect taxes. Deferred Revenue The Company records contract liabilities in Deferred Revenue on the consolidated balance sheets when cash payments are received in advance of performance and recognizes them as revenue when the performance obligations are satisfied. The Company’s deferred revenue balance as of March 31, 2022 and December 31, 2021 was $153.7 million and $136.4 million, respectively, all from advance payments received during the periods then ended. In the three months ended March 31, 2022, the Company recognized $36.8 million of revenue that was included in the deferred revenue balance as of the beginning of the year, primarily due to the deployment of customer equipment for which advanced payment had been received from customers prior to January 1, 2021. In the three months ended March 31, 2021, the Company recognized $32.3 million of revenue that was included in the deferred revenue balance as of the beginning of the year, primarily due to the performance of hosting services for which advance payments had been received from customers prior to January 1, 2020. Advanced payments for hosting services are typically recognized in the following month and advanced payments for equipment sales are generally recognized within one year. Performance Obligations The Company’s performance obligations primarily relate to hosting services and equipment sales. The Company has performance obligations associated with commitments in customer hosting contracts for future services and commitments to acquire and deploy customer equipment that have not yet been recognized in the financial statements. For contracts with original terms that exceed one year (typically ranging from 18 to 48 months), those commitments not yet recognized as of March 31, 2022 and 2021 were $989.4 million and $333.4 million, respectively. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 7. FAIR VALUE MEASUREMENTS The Company measures certain assets and liabilities at fair value on a recurring or non-recurring basis a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value: Level 1—Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2—Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3—Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. The Company uses observable market data when determining fair value whenever possible and relies on unobservable inputs only when observable market data is not available. Recurring fair value measurements The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement The Company has elected to measure its Secured Convertible Notes at fair value on a recurring basis because the Company believes it better reflects the underlying economics of the convertible notes, which contain multiple embedded derivative features. The fair value of the Company’s convertible notes payable is determined using a market approach based on observable market prices for similar securities when available. When observable market data is not available, the Company uses an as-converted The following presents the levels of the fair value hierarchy for the Company’s convertible notes by issuance date measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 (in thousands): March 31, 2022 Fair value hierarchy Principal Level 1 Level 2 Level 3 Fair value Derivative warrant liabilities: Public Warrants $ — $ 16,215 $ — $ — $ 16,215 Private Placement Warrants — — 11,781 — 11,781 Total derivative warrant liabilities — 16,215 11,781 — 27,996 Convertible notes: April 19, 2021 1 $ 92,813 $ — $ — $ 192,223 $ 192,223 April 21, 2021 1 5,214 — — 10,796 10,796 April 23, 2021 1 46,928 — — 97,128 97,128 April 26, 2021 1 79,256 — — 163,959 163,959 August 20, 2021 2 51,362 — — 76,264 76,264 September 10, 2021 2 16,354 — — 24,200 24,200 September 23, 2021 2 77,202 — — 113,994 113,994 September 24, 2021 2 60,923 — — 89,943 89,943 September 27, 2021 2 2,004 — — 2,957 2,957 October 1, 2021 2 87,966 — — 129,718 129,718 November 10, 2021 2 9,971 — — 14,698 14,698 Accrued PIK interest 1,2,3 — — — 7,851 7,851 Total convertible notes 529,993 — — 923,731 923,731 Total liabilities measured at fair value on a recurring basis $ 529,993 $ 16,215 $ 11,781 $ 923,731 $ 951,727 December 31, 2021 Fair value hierarchy Principal Level 1 Level 2 Level 3 Fair value Convertible notes: April 19, 2021 1 $ 91,430 $ — $ — $ 101,078 $ 101,078 April 21, 2021 1 5,137 — — 5,674 5,674 April 23, 2021 1 46,229 — — 51,062 51,062 April 26, 2021 1 78,075 — — 86,165 86,165 August 20, 2021 2 50,597 — — 50,941 50,941 September 10, 2021 2 16,110 — — 16,472 16,472 September 23, 2021 2 76,051 — — 77,559 77,559 September 24, 2021 2 60,016 — — 61,179 61,179 September 27, 2021 2 1,974 — — 2,012 2,012 October 1, 2021 2 86,655 — — 87,150 87,150 November 10, 2021 2 9,823 — — 9,819 9,819 Accrued PIK interest 1,2,4 — — — 7,896 7,896 Total convertible notes $ 522,097 $ — $ — $ 557,007 $ 557,007 1 Secured Convertible Notes (includes principal balance at issuance and PIK interest) which considers the minimum payoff at maturity of two times the face value of the note plus accrued interest. 2 Other Convertible Notes (other than the Secured Convertible notes) which considers the minimum payoff at maturity of one times the face value of the note plus accrued interest. 3 Represents PIK interest accrued as of March 31, 2022 which will be recorded as additional principal for each respective convertible note on April 1, 2022. 4 Represents PIK interest accrued as of December 31, 2021 which will be recorded as additional principal for each respective convertible note on January 1, 2022. Level 3 Recurring Fair Value Measurements The following presents a rollforward of the activity for the Company’s convertible notes measured at fair value on a recurring basis as of March 31, 2022 (in thousands): Convertible Balance at December 31, 2021 $ 557,007 Issuances (including PIK principal recorded) 7,896 Settlements (including interest payments and PIK principal recorded) (13,123 ) Unrealized losses 371,951 Balance at March 31, 2022 $ 923,731 Securities are transferred from Level 2 to Level 3 when observable market prices for similar securities are no longer available and unobservable inputs becomes significant to the fair value measurement. All transfers into and out of level 3 are assumed to occur at the beginning of the quarterly reporting period in which they occur. As of March 31, 2022, Level 3 financial instruments included all the Convertible Notes as the effect of unobservable inputs became significant to the fair value measurement due to the time lapse between the issuance of the notes and the reporting date. The following presents significant Level 3 unobservable inputs used to measure fair value of certain convertible notes March 31, 2022 (dollars in thousands): Fair value Unobservable Input Low High Weighted 1 Convertible Notes $ 923,731 Expected term (years) 3.05 3.05 3.05 Volatility 45.2 % 45.2 % 45.2 % 1 Weighted average based on the fair value of convertible notes. Expected term is an input into the risk put option model that measures the length of time the instrument is expected to be outstanding before it is exercised or terminated. An increase in expected term, in isolation, would generally result in an increase in the fair value measurement of the convertible notes. Volatility is an input into the risk put option model that measures the variability in possible returns for the convertible notes based on how much the price of underlying shares change in value over time. An increase in volatility, in isolation, would generally result in an increase in the fair value measurement of the convertible notes. The increase or decrease in the fair value of the convertible notes resulting from changes to the expected term or volatility assumptions are not interrelated. The Company presents separately in other comprehensive income (loss) the portion of the total change in the fair value of the convertible notes that resulted from a change in the instrument-specific credit risk on the convertible notes. The amount of change in the fair value attributable to instrument-specific credit risk is determined by comparing the amount of the total change in fair value to the amount of change in fair value that would have occurred if the Company’s credit risk had not changed during the period as reflected in the discount rates applied to the debt and risk put option. Nonrecurring fair value measurements The Company’s non-financial assets, The Company classifies digital assets primarily as Level 1. The Company’s digital assets are accounted for as intangible assets with indefinite useful lives. The Company initially recognizes digital assets that are received as digital asset mining income based on the fair value of the digital assets. Digital assets that are purchased in an exchange of one digital asset for another digital asset are recognized at the fair value of the asset surrendered or at the fair value of the asset received if more readily apparent. Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the digital asset at the time its fair value is being measured, which is measured on a daily basis. To the extent that an impairment loss is recognized, the loss establishes the new cost basis of the digital asset. In the three months ended March 31, 2022 and 2021, the Company recognized impairments of digital assets of $54.0 million and a nominal amount, respectively. For the three months ended March 31, 2022 and 2021, the Company recognized net gains of $2.2 million and a nominal amount, respectively, on sales of digital assets. Digital assets are available for use, if needed, for current operations and are classified as current assets on the Consolidated Balance Sheets, the details of which are presented below. March 31 December 31 Bitcoin (BTC) $ 307,172 $ 224,843 Ethereum (ETH) 6,474 4,665 Polygon (MATIC) 1,586 1,085 Siacoin (SC) 765 803 Dai (DAI) 8 1,353 Other 318 1,549 Total digital assets $ 316,323 $ 234,298 The Company does not have any off-balance No non-financial assets Fair value of financial instruments The Company’s financial instruments include cash and cash equivalents, restricted cash, accounts receivable, net, accounts payable, notes payable and certain accrued expenses and other liabilities. The carrying amount of these financial instruments, other than notes payable discussed below, approximates fair value due to the short-term nature of these instruments. The fair value of the Company’s notes payable (excluding the Convertible Notes carried at fair value described above), which are carried at amortized cost, was determined based on a discounted cash flow approach using market interest rates of instruments with similar terms and maturities and an estimate for our standalone credit risk. We classified the other notes payable as Level 3 financial instruments due to the considerable judgment required to develop assumptions of the Company’s standalone credit risk and the significance of those assumptions to the fair value measurement. The estimated fair value of the Company’s other notes payable, including both the current and noncurrent portion, was $238.6 million at March 31, 2022 and $184.7 million at December 31, 2021. The carrying values of the notes payable, including both the current and noncurrent portion, was $238.9 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Leases | 8. LEASES Lessee The Company has entered into non-cancellable right-of-use right-of-use The components of operating and finance lease are presented on the Company’s Consolidated Balance Sheets follows (in thousands): Financial statement line item March 31, 2022 Assets: Operating lease right-of-use Other noncurrent $ 6,535 Financing lease right-of-use Property, plant and equipment $ 178,819 Liabilities: Operating lease liabilities, current portion Accrued expenses $ 132 Operating lease liabilities, net of current portion Other noncurrent liabilitie $ 1,150 Finance lease liabilities, current portion Finance lease liabilities, current portion $ 34,405 Finance lease liabilities, net of current portion Finance lease liabilities, net of current portion $ 56,494 The components of lease expense were as follows (in thousands): Financial statement line item Three Months Ended Operating lease expense General and administrative expenses $ 154 Short-term lease expense General and administrative expenses 191 Financing lease expense: Amortization of right-of-use Cost of revenue 9,824 Interest on lease liabilities Interest expense, net 2,102 Total financing lease expense 11,926 Total lease expense $ 12,271 In determining the discount rate used to measure the right-of-use Information relating to the lease term and discount rate is as follows: March 31, 2022 Weighted Average Remaining Lease Term (Years) Operating leases 22.1 Financing leases 2.6 Weighted Average Discount Rate Operating leases 6.4 % Financing leases 10.2 % The following table summarizes the Company’s supplemental cash flow information: Three Months Ended 2022 Lease Payments Operating lease payments $ 101 Financing lease payments $ 12,357 Supplemental Noncash Information Operating lease right-of-use $ — Financing lease right-of-use $ 10,557 The Company’s minimum payments under noncancelable operating and finance leases having initial terms and bargain renewal periods in excess of one year are as follows at March 31, 2022, and thereafter (in thousands): Operating leases Financing leases Remaining 2022 $ 170 $ 33,435 2023 170 35,280 2024 170 31,650 2025 170 4,509 2026 170 3 2027 170 — Thereafter 1,251 — Total lease payments 2,271 104,877 Less: imputed interest 989 13,978 Total $ 1,282 $ 90,899 Operating leases In September 2021, the Company entered into operating lease agreements with Minnkota Power Cooperative to develop a hosting facility in Grand Forks, North Dakota as well as enter into a power supply purchase agreement to purchase 100 megawatts of power supply once construction of the hosting facility is complete. As a result of the agreements being entered into contemporaneously and in contemplation of one another, the agreements are considered to be a single unit of account and consideration has been allocated between lease and non-lease non-lease In addition to the above, in December 2021, the Company entered into an agreement to lease office space for its new corporate headquarters that the Company anticipates will commence in the second half of 2022. The lease includes base rent of approximately $14.0 million to be paid over a period of 130 months. Finance leases In December 2021, the Company entered into finance lease agreements with Liberty Commercial Finance LLC totaling $40.9 million for the purchase of bitcoin mining equipment, with a weighted average term of 3.2 years. The leases bear interest at a weighted average rate per annum of 12.6% and the Company is required to make monthly payments of principal and interest. Interest expense on the lease has been recognized based on a weighted average effective interest rate of 12.6%. In December 2021, the Company entered into finance lease agreements with MassMutual Asset Finance LLC totaling $50.0 million for the purchase of bitcoin mining equipment, with a weighted average term of 3.2 years. The leases bears interest at a rate per annum of 10% and the Company is required to make monthly payments of principal and interest. Interest expense on the leases has been recognized based on an effective interest rate of 10%. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. COMMITMENTS AND CONTINGENCIES Legal Proceedings Leases Purchase obligations— |
Contingently Redeemable Convert
Contingently Redeemable Convertible Preferred Stock | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Contingently Redeemable Convertible Preferred Stock | 10. CONTINGENTLY REDEEMABLE CONVERTIBLE PREFERRED STOCK The Company is authorized to issue 2.00 billion shares of preferred stock, $0.0001 as of March 31, 2022. Prior to the Merger with XPDI, the Company was authorized to issue 50.0 million, shares of preferred stock, $0.0001 par value. As of December 31, 2021, 10.8 million shares of preferred stock were issued and outstanding. Upon the closing of the merger with XPDI on January 19, 2022, each share of Series A and Series B Preferred Stock automatically converted into one share of Core Scientific common stock and each outstanding share of common stock issued as a result of the conversion of Series A and Series B Preferred Stock in connection with the Business Combination was cancelled and extinguished and converted into the right to receive a number of shares of New Core Common Stock equal to the Exchange Ratio of 1.6001528688. All of the Company’s shares of Contingently Redeemable Convertible Preferred Stock were converted into 10.8 million shares of the Company’s common stock during the three months ended March 31, 2022. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 11. STOCKHOLDERS’ EQUITY Authorized Capital— In January 2021, in connection with the stockholder loan described in Note 5, the Company issued a warrant to the stockholder to purchase up to 0.2 million shares of common stock at an exercise price of $4.21 per share. The warrant is set to expire in January 2023 and is exercisable and unexercised as of March 31, 2022. As a result of the Business Combination, all of XPDI’s Class A Common Stock and Class B Common Stock automatically converted into 30.8 million shares of New Core Common Stock on a one-for-one Following the Merger with XPDI, each share of common stock or warrant was converted to shares of New Core Common Stock or a warrant to purchase shares of New Core Common Stock based on an exchange ratio of 1.6001528688. Warrant Exercises In March 2020, the Company issued warrants to the Company’s president and chief executive officer and a member of the Board of Directors to purchase up to 6.4 million shares of the Company’s common stock at an exercise price of $0.84 per share (as amended). In March 2022, 3.2 million of the warrants were exercised in a cashless exercise resulting in 2.9 million net shares issued to the warrant holder. In March 2020, the Company issued warrants to service providers in exchange for services provided related to the issuance of Series A Convertible Preferred Stock. The warrants were for an aggregate of 0.2 million shares at an exercise price of $4.27 per share. In February 2022, 0.2 million of the warrants were exercised in a cashless exercise resulting in 0.1 million net shares issued to the warrant holders. SPAC Vesting Shares 1.7 million common shares are subject to vesting requirements, as described further in Note 1. These contingently issuable shares do not require future service in order to vest and do not result in stock-based compensation expense. The SPAC Vesting Shares are accounted for as an equity contract, and meet the criteria for equity classification. The Company has recorded the SPAC Vesting Shares within additional paid-in Vendor Settlement In March 2022, the Company issued 1.6 million shares of the Company’s common stock related to a vendor liability that had been assumed by the Company in July 2021 as part of the Blockcap acquisition. Equity Incentive Plans The Company has outstanding awards under the 2018 Omnibus Incentive Plan (the “2018 Plan”), which has a 10-year life requirements), non-qualified stock In July 2021, the Company acquired Blockcap. Under the terms of the Blockcap merger agreement, (i) each stock option granted, whether vested or unvested, and each award of restricted stock under the Blockcap, Inc. Equity Incentive Plan (the “Legacy Blockcap Plan”) was assumed by the Company. In addition, the Radar Relay, Inc. Amended and Restated 2018 Equity Incentive Plan (the “RADAR Plan”) provides for the grant of stock options, restricted stock awards, and other awards to eligible employees, non-employee stock subject to outstanding awards under the Legacy Blockcap Plan and the RADAR Plan (the “Blockcap Plans.”) No new awards may be made under the Blockcap Plans subsequent to the closing of the Blockcap acquisition. At the Special Meeting in connection with the XPDI Merger, the stockholders of XPDI approved the Core Scientific, Inc. 2021 Equity Incentive Plan (the “2021 Plan”). Awards granted under the 2021 Plan may be incentive stock options (must meet all statutory requirements), non-qualified stock As of March 31, 2022, the Company had reserved shares of common stock for future issuances under the 2018 Plan and 2021 Plan as follows (in thousands): Blockcap Plans 2018 Plan 2021 Plan Options outstanding 7,332 24,610 — Unvested restricted stock and restricted stock units outstanding 4,830 92,070 — Vested restricted stock and restricted stock units outstanding 1,827 1,363 — Available for future stock option and restricted stock units and grants — 13,970 45,000 Total outstanding and reserved for future issuance 13,989 132,013 45,000 Stock-Based Compensation Stock-based compensation expense relates primarily to expense for restricted stock awards (“RSAs”), restricted stock units (“RSUs”), and stock options. As of March 31, 2022, we had unvested or unexercised stock-based awards outstanding representing approximately 128.8 million shares of our common stock, consisting of approximately 96.9 million RSAs and RSUs and options to purchase approximately 31.9 million shares of our common stock with a weighted average exercise price of $8.76 and weighted average remaining life of 8.6 years. During the three months ended March 31, 2022, the Company granted 11.9 million restricted stock units to various employees and directors with a weighted-average grant-date fair value of $9.54 per share. In addition, in March 2022, the Company approved 1.4 million RSUs to be granted to various employees of the Company. Stock-based compensation expense for the three months ended March 31, 2022 and 2021 is included in the Company’s Consolidated Statements of Operations and Comprehensive (Loss) Income as follows: Three Months Ended 2022 2021 Cost of revenue $ 2,039 $ — Research and development 1,882 — Sales and marketing 458 — General and administrative 21,418 588 Total stock-based compensation expense $ 25,797 $ 588 As of March 31, 2022, total unrecognized stock-based compensation expense related to unvested stock options was approximately $141.8 million, which is expected to be recognized over a weighted-average time period of 3.7 years. As of March 31, 2022, the Company had approximately $768.7 million of unrecognized stock-based compensation expense related to RSAs and RSUs, of which $34.4 million is expected to be recognized over a weighted-average time period of 3.3 years and $734.3 million is related to RSUs for which some or all of the requisite service had been provided under the service condition but had performance conditions that had not yet been achieved. For RSUs subject to both the service and performance conditions, the unrecognized compensation expense will be recognized as expense when it is probable that the performance conditions will be achieved. The performance conditions for the RSUs are satisfied upon the earlier of a change in control or an initial public offering. The closing of the Merger Agreement with XPDI in January 2022 did not meet the definition of a change in control or an initial public offering. The performance condition can be met in future years only with respect to a change in control or waiver of the condition by the Company’s board of directors. If the performance conditions become probable of being achieved before the end of the requisite service period, the unrecognized compensation expense for which requisite service has not been provided will be recognized as expense prospectively on an accelerated attribution basis over the remaining requisite service period. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Tax | 12. INCOME TAXES Current income tax expense represents the amount expected to be reported on the Company’s income tax returns, and deferred tax expense or benefit represents the change in net deferred tax assets and liabilities. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities as measured by the enacted tax rates that will be in effect when these differences reverse. Valuation allowances are recorded as appropriate to reduce deferred tax assets to the amount considered likely to be realized. The income tax expense and effective income tax rate for the three months ended March 31, 2022 and 2021 were as follows: Three Months Ended March 31, 2022 2021 (in thousands, except percentages) Income tax expense $ 42,406 $ — Effective income tax rate (10.0 )% — % For the three months ended March 31, 2022, discrete tax expense of $7.3 million is included in the $42.4 million of income tax expense. The Company’s estimated annual effective income tax rate without discrete items was (8.3)%, compared to the US federal statutory rate of 21.0% due to the fair value adjustment on debt instruments (15.8)%, change in valuation allowance (9.9)%, non-deductible non-deductible No discrete tax expense was included in income tax expense for the three months ended March 31, 2021. The Company’s estimated annual effective income tax rate without discrete items was 0%, compared to the US federal statutory rate of 21.0 |
Net (Loss) Income Attributable
Net (Loss) Income Attributable to Common Stockholders | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | 13. NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS Basic EPS is measured as the income or loss available to common stockholders divided by the weighted average common shares outstanding for the period. Diluted EPS presents the dilutive effect on a per-share basis the if-converted method; Upon the closing of the Merger Agreement with XPDI in January 2022, the Convertible Notes became convertible into common shares at the option of the holder at a conversion price equal to $8.00 per share and also began to meet the definition of a participating security. On or after the closing of the Merger, dividend payments made to equity holders of the Company are also made ratably to holders of the Convertible Notes on an as-converted two-class two-class two-class two-class if-converted Restricted stock awards assumed from Blockcap in July 2021 and the SPAC Vesting Shares issued as part of the XPDI Merger in January 2022 also have non-forfeitable As discussed in Note 1, the shares and corresponding capital amounts and earnings per share available for common stockholders prior to the Merger with XPDI have been retroactively restated as shares reflecting the exchange ratio established in the Merger. As a result of the Merger, the Company has retrospectively adjusted the weighted-average number of shares of common stock outstanding prior to January 19, 2022 by multiplying them by the exchange ratio of 1.6001528688 used to determine the number of shares of Class A common stock into which they converted. Three Months Ended 2022 2021 Net (loss) income $ (466,204 ) $ 6,849 Weighted average shares outstanding - basic 307,475 157,786 Add: Dilutive share-based compensation awards — 18,178 Weighted average shares outstanding - diluted 307,475 175,964 Net (loss) income per share - basic $ (1.52 ) $ 0.04 Net (loss) income per share - diluted $ (1.52 ) $ 0.04 Potentially dilutive securities includes securities not included in the calculation of diluted net loss per share because to do so would be anti-dilutive and contingently issuable shares for which all necessary conditions for issuance had not been satisfied by the end of the period. Potentially dilutive securities are as follows (in common stock equivalent shares): March 31, 2022 2021 Stock options 31,942 — Warrants 18,284 — Restricted stock and restricted stock units 96,900 61,452 Convertible Notes 66,249 — SPAC vesting shares 1,725 — Total potentially dilutive securities 215,100 61,452 |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Reporting | 14. SEGMENT REPORTING The Company has two operating segments: “Equipment Sales and Hosting” which consists primarily of its blockchain infrastructure and third-party hosting business and equipment sales to customers, and “Mining” consisting of digital asset mining for its own account. The blockchain hosting business generates revenue through the sale of consumption-based contracts for its hosting services which are recurring in nature. Equipment sales revenue is derived from its ability to leverage its partnership with leading equipment manufacturers to secure equipment in advance, which is then sold to its customers when they are unable to obtain them otherwise. The digital asset mining operation segment generates revenue from operating owned computer equipment as part of a pool of users that process transactions conducted on one or more blockchain networks. In exchange for these services, the Company receives digital assets. The primary financial measures used by the CODM to evaluate performance and allocate resources are revenue and gross profit. The CODM does not evaluate performance or allocate resources based on segment asset or liability information; accordingly, the Company has not presented a measure of assets by segment. The segments’ accounting policies are the same as those described in the summary of significant accounting policies. The Company excludes certain operating expenses and other expense from the allocations to operating segments. The following table presents revenue and gross profit by reportable segment for the periods presented (in thousands): Three Months Ended 2022 2021 Equipment Sales and Hosting Segment Revenue: Hosting revenue $ 33,214 $ 12,692 Equipment sales 26,305 31,926 Total revenue $ 59,519 $ 44,618 Cost of revenue: Cost of hosting services $ 31,231 $ 11,829 Cost of equipment sales 22,535 26,231 Total Cost of revenue $ 53,766 $ 38,060 Gross profit $ 5,753 $ 6,558 Mining Segment Digital asset mining income $ 133,000 $ 9,628 Total revenue $ 133,000 $ 9,628 Cost of revenue 68,750 1,653 Gross profit $ 64,250 $ 7,975 Consolidated total revenue $ 192,519 $ 54,246 Consolidated cost of revenue $ 122,516 $ 39,713 Consolidated gross profit $ 70,003 $ 14,533 For the three months ended March 31, 2022 and 2021, cost of revenue included depreciation expense of $2.2 million and $1.8 million, respectively, for the Equipment Sales and Hosting segment. For the three months ended March 31, 2022 and 2021, cost of revenue included depreciation expense of $39.4 million and $0.8 million, respectively for the Mining segment. Concentrations of Revenue and Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents and accounts receivable. Credit risk with respect to accounts receivable is concentrated with a small number of customers. The Company places its cash and cash equivalents with major financial institutions, which management assesses to be of high credit quality, in order to limit the exposure to credit risk. As of March 31, 2022 and December 31, 2021, all of the Company’s fixed assets were located in the United States. For the three months ended March 31, 2022 and 2021, all of the Company’s revenue was generated in the United States. For the three months ended March 31, 2022 and 2021, the concentration of customers comprising 10% or more of the Company’s total revenue, Equipment Sales and Hosting segment revenue was as follows: Three Months Ended March 31, Three Months Ended March 31, 2022 2021 2022 2021 Percent of total revenue: Percent of Equipment Sales Customer A 12 % N/A 39 % N/A B N/A 42 % N/A 51 % Blockcap N/A 21 % N/A 25 % A reconciliation of the reportable segment gross profit to (loss) income before income taxes included in the Company’s consolidated statements of operations and comprehensive (loss) income for the three months ended March 31, 2022 and 2021 is as follows (in thousands): Three Months Ended 2022 2021 Reportable segment gross profit $ 70,003 $ 14,533 Gain from sales of digital assets 2,163 30 Impairment of digital assets (53,985 ) — Operating expense: Research and development 3,340 1,208 Sales and marketing 1,398 534 General and administrative 40,160 3,795 Total operating expense 44,898 5,537 Operating (loss) income (26,717 ) 9,026 Non-operating expense, Loss on debt extinguishment and other — 42 Interest expense, net 21,676 2,135 Other non-operating (income), (357 ) — Fair value adjustments on convertible notes 386,037 — Fair value adjustments on derivative warrant liabilities (10,275 ) — Other non-operating (income), (357 ) — Total non-operating expense, 397,081 2,177 (Loss) income before income taxes (423,798 ) 6,849 Income tax expense 42,406 — Net (loss) income $ (466,204 ) $ 6,849 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 15. RELATED-PARTY TRANSACTIONS In the ordinary course of business, the Company enters into various transactions with related parties. The Company has agreements to provide hosting services to various entities that are managed and invested in by individuals that are directors and executives of the Company. For the three months ended March 31, 2022 and 2021, the Company recognized hosting revenue from the contracts with these entities of $5.9 million and $4.3 million, respectively. In addition, for the three months ended March 31, 2022 and 2021, the company recognized equipment sales revenue of $25.9 million and $7.9 million from these same various entities. As of both March 31, 2022 and December 31, 2021, the Company had accounts receivable of $0.3 million from these entities. The Company reimburses certain officers and directors of the Company for use of a personal aircraft for flights taken on Company business. For the three months ended March 31, 2022, the Company incurred reimbursements of $0.5 million. The Company did not incur any reimbursements for the three months ended March 31, 2021. As of March 31, 2022, $0.3 million was payable. A nominal amount was payable at December 31, 2021. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. SUBSEQUENT EVENTS Financing Transactions In April 2022, the Company borrowed an additional $0.7 million from Bremer to finance the construction of our North Dakota facility. In April 2022, the Company borrowed a second tranche from Mass Mutual Barings of $39.6 million to purchase blockchain equipment. In April 2022, the Company borrowed from $75.0 million on a bridge loan from B. Riley Financial, Inc. maturing in December 2022. The loan bears interest at a rate of 7.0%. In April 2022, the Company borrowed $11.0 million from Liberty Commercial Finance for the purchase of blockchain equipment. The loan bears interest at 10.6% with a term of 24 months. Leases In May 2022, the Company added $0.8 million to their existing lease agreements for the purchase of equipment. The loan bears interest at 7.7% with a term of 36 months. Separation Agreement with Former Chief Financial Officer On April 5, 2022, Core Scientific, Inc. the Company issued a press release announcing that Michael Trzupek, Executive Vice President and Chief Financial Officer of the Company, notified the Board of Directors of the Company of his decision to resign from his position on April 4, 2022, effective immediately. On April 19, 2022, the Company and Mr. Trzupek reached an agreement regarding Mr. Trzupek’s separation from the Company (the “Separation Agreement”), effective May 6, 2022 (the “Separation Date”). As previously announced, Denise Sterling, the former Senior Vice President of Finance of the Company, assumed the role of Chief Financial Officer on April 5, 2022. Pursuant to the Separation Agreement, in exchange for certain releases of claims, Mr. Trzupek’s agreement to transition his responsibilities and duties to other Company personnel, and certain additional covenants related to cooperation and competitive activity, the Company will provide cash severance benefits to Mr. Trzupek of $75,000, representing three months of base salary, to be paid in a single lump sum less any required taxes and other withholding amounts. He will also be entitled to any accrued but unpaid compensation for the period prior to the Separation Date. In addition, Mr. Trzupek will be deemed to have time vested in 1,200,000 of his outstanding restricted stock units, which will remain subject to certain transaction vesting terms, as detailed in the award agreements assumed by Power & Digital Infrastructure Acquisition Corp (“XPDI”) pursuant to Section 3.01(a)(iv) of the Agreement and Plan of Merger by and among XPDI et al and the Company, dated as of July 20, 2021, and he will be entitled to receive an additional 200,000 time-vested restricted stock units. The Separation Agreement contains mutual releases, subject to customary exceptions, and mutual covenants not to compete or disparage. Subsequent to the original issuance of our financial statements, the market price of digital assets and our market capitalization has declined. As a result of these declines, we anticipate recording an operating charge for goodwill impairment in excess of $800 million in the three and six months ended June 30, 2022. The final charge related to the goodwill impairment in the three and six months ended June 30, 2022 could differ materially from this preliminary estimate. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation We have prepared the accompanying consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These consolidated financial statements are unaudited and, in our opinion, include all adjustments, consisting of normal recurring adjustments and accruals necessary for a fair presentation of our consolidated cash flows, operating results, and balance sheets for the periods presented. Operating results for the periods presented are not necessarily indicative of the results that may be expected for 2022. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been omitted in accordance with the rules and regulations of the SEC. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included as an exhibit to the amendment to the Current Report on Form 8-K/A, which was filed with the SEC on March 31, 2022 (the “8-K/A”). |
Use of Estimates | Use of Estimates The consolidated assets, liabilities and results of operations prior to the reverse recapitalization are those of Core Scientific Holding Co. The outstanding shares and corresponding capital amounts, and losses per share, prior to the reverse recapitalization, have been retroactively adjusted in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses during the reporting period. Some of the more significant estimates include the valuation of the Company’s common shares and the determination of the grant date fair value of stock-based compensation awards for periods prior to the Merger, the valuation of goodwill and intangibles, the fair value of convertible debt, acquisition purchase price accounting, and income taxes. These estimates are based on information available as of the date of the financial statements; therefore, actual results could differ from management’s estimates. |
Cash and Cash Equivalents, and Restricted Cash | Cash, Cash Equivalents, and Restricted Cash Cash and cash equivalents include all cash balances and highly liquid investments with original maturities of three months or less from the date of acquisition. As of March 31, 2022, cash equivalents included $90.0 million of highly liquid money market funds, which are classified as Level 1 within the fair value hierarchy. Restricted cash consists of cash held in escrow to pay for construction and development activities. The following table provides a reconciliation of the amount of cash, cash equivalents, and restricted cash reported on the consolidated balance sheets to the total of the same amount shown in the consolidated statements of cash flows (in thousands): March 31, 2022 December 31, 2021 Cash and cash equivalents $ 96,355 $ 117,871 Restricted Cash 14,077 13,807 Total cash, cash equivalents and restricted cash $ 110,432 $ 131,678 |
Property, Plant and Equipment, Net | Property, Plant and Equipment, Net Property, plant and equipment includes land, buildings and improvements for datacenter facilities and leasehold improvements for the Company’s corporate headquarters. Property and equipment consists of computer, mining, network, electrical and other equipment, including right-of-use Subsequent to January 1, 2022, future obligations related to finance leases are presented as Finance lease liabilities, current portion and Finance lease liabilities, net of current portion in the Company’s Consolidated Balance Sheets. Finance lease right-of-use right-of-use Prior to January 1, 2022, future obligations related to capital leases accounted for under ASC 840 are presented as Finance lease liabilities, current portion and Finance lease liabilities, net of current portion on the Company’s Consolidated Balance Sheets. Capital lease assets for those periods are included within Property and equipment, net on our Condensed Consolidated Balance Sheets. Amortization of capital lease assets for periods prior to January 1, 2022 are primarily included in Cost of Revenue in the Company’s Consolidated Statements of Operations and Comprehensive (Loss) Income. Self-mining computer equipment that is subsequently contracted for sale to customers is valued at the lower of cost or net realizable value, with any write-down recognized as Cost of Equipment Sales in the Company’s Consolidated Statements of Operations. |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The classification of derivative instruments, including whether such instruments should be classified as liabilities or as equity, is re-assessed The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement |
Recent Accounting Pronouncements | Recently Adopted Accounting Standards Simplifying Income Taxes In December 2019 , ASU 2019-12 , Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, when year-to date not Leases In February 2016, the FASB issued ASU No. 2016-02, right-of-use non-current right-of-use A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. The Company adopted the new standard on January 1, 2022 and used the effective date as the date of initial application. Consequently, financial information has not been updated, and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2022. The new standard provides a number of optional practical expedients in transition. The Company has elected the ‘package of practical expedients’, which permits the Company not to reassess prior conclusions about lease identification, lease classification and initial direct costs under the new standard. The Company has not elected the use-of-hindsight The new standard also provides practical expedients for the Company’s ongoing accounting. The Company has elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, the Company does not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. The Company has not elected to apply the practical expedient to not separate lease and non-lease The cumulative effect of initially applying the new lease standard on January 1, 2022 is as follows: January 1, 2022 Beginning Balance Cumulative Effect Beginning Balance, Assets Prepaid expenses and other current assets $ 30,111 $ (453 ) $ 29,658 Other noncurrent assets $ 21,045 $ 1,814 $ 22,859 Liabilities Accrued expenses and other $ 67,862 $ (188 ) $ 67,674 Other noncurrent liabilities $ 18,531 $ (1,173 ) $ 17,358 The most significant judgments and impacts upon adoption of the standard include the following: • We recognized right-of-use right-of-use right-of-use • In determining the discount rate used to measure the right-of-use • Certain line items in the Consolidated Balance Sheets have been renamed to align with the new terminology presented in the new lease standard; “Capital lease obligations, current portion” and “Capital lease obligations, net of current portion” are now presented as “Finance lease liabilities, current portion” and “Finance lease liabilities, net of current portion” on the Consolidated Balance Sheets, respectively. • Upon adoption on January 1, 2022, Operating lease right-of-use Other noncurrent assets $0.2 million were recorded in Accrued expenses and the noncurrent portion of operating lease liabilities of $1.2 million were recorded within Other noncurrent liabilities on the Consolidated Balance Sheets. Accounting Standards not yet adopted In June 2016, the FASB issued ASU 2016-13, 10-K There are no other new accounting pronouncements that are expected to have a significant impact on the Company’s consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Cash Cash Equivalents and Restricted Cash | The following table provides a reconciliation of the amount of cash, cash equivalents, and restricted cash reported on the consolidated balance sheets to the total of the same amount shown in the consolidated statements of cash flows (in thousands): March 31, 2022 December 31, 2021 Cash and cash equivalents $ 96,355 $ 117,871 Restricted Cash 14,077 13,807 Total cash, cash equivalents and restricted cash $ 110,432 $ 131,678 |
Schedule of Accounting Standards Update | The cumulative effect of initially applying the new lease standard on January 1, 2022 is as follows: January 1, 2022 Beginning Balance Cumulative Effect Beginning Balance, Assets Prepaid expenses and other current assets $ 30,111 $ (453 ) $ 29,658 Other noncurrent assets $ 21,045 $ 1,814 $ 22,859 Liabilities Accrued expenses and other $ 67,862 $ (188 ) $ 67,674 Other noncurrent liabilities $ 18,531 $ (1,173 ) $ 17,358 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the fair values for each major class of assets acquired and liabilities assumed at the acquisition date. The Company retained the services of certified valuation specialists to assist with assigning estimated values to certain acquired assets and assumed liabilities. Amounts initially disclosed for the estimated values of certain acquired assets and liabilities assumed were adjusted through March 31, 2022 based on information arising after the initial preliminary valuation. PPA Allocation Consideration (in thousands) 113.9 million common shares valued at $10.11 per share 1,2 $ 1,151,985 Fair value of replaced Blockcap share-based payments attributable to pre-combination 3 21,768 Settlement of Blockcap debt 4 25,607 Settlement of preexisting contracts 5 (60,522 ) Total Consideration $ 1,138,838 Fair value of assets acquired, and liabilities assumed: Cash and cash equivalents $ 704 Digital assets-Bitcoin 73,304 Digital assets-Ethereum 365 Digital assets-Bitcoin cash 8 Digital assets-Siacoin 554 Digital assets-Other 3,329 Other current assets 633 Intangible assets, net 2,925 Property, plant and equipment, net 97,964 Other noncurrent assets 1,293 Total assets acquired 181,079 Accounts payable 492 Accrued expenses and other 22,647 Deferred revenue 414 Other current liabilities 7,204 Deferred tax liability 9,003 Total liabilities assumed $ 39,760 Total identifiable net assets $ 141,319 Goodwill on acquisition $ 997,519 1 113.9 million common shares represent the equivalent Core Scientific common shares issued to Blockcap shareholders as consideration for the purchase. 2 The price per share of our common shares was estimated to be $10.11. As the Core Scientific common shares were not listed on a public marketplace, the calculation of the fair value of the common shares was subject to a greater degree of estimation. Given the absence of a public market, an estimate of the fair value of the common shares was required at the time of the Blockcap Acquisition. Objective and subjective factors were considered in determining the estimated fair value and because there was no active trading of the Core Scientific equity shares on an established securities market, an independent valuation specialist was engaged. The valuation was determined by weighting the outcomes of scenarios estimating share value based on both public company valuations and private company valuations. Both a market approach and common stock equivalency model were used to determine a range of outcomes, which were weighted based on probability to determine the result. 3 Reflects the estimated fair value of replaced Blockcap share-based payments allocated to purchase price based on the proportion of service related to the pre-combination 4 Reflects the fair value of loans issued by the Company in July 2021 that were effectively used to settle debt that had previously been held by Blockcap. Refer to Note 5 for further discussion of the debt issuance. 5 Blockcap had preexisting hosting and equipment contracts with the Company that were effectively settled by the Company’s acquisition of Blockcap. As a result, the consideration transferred to Blockcap has been adjusted by the deferred revenue balances that were settled at the time of acquisition. |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable as of March 31, 2022 and December 31, 2021 consist of the following (in thousands): March 31 December 31 Kentucky note $ 909 $ 1,032 Stockholder loan 10,000 10,000 Genesis loan 27 552 NYDIG loan 58,190 67,435 Trinity loan 28,154 19,641 Bremer 19,902 15,066 Blockfi 74,130 60,000 Anchor Labs 20,000 — Mass Mutual Barings 30,000 — Secured Convertible Notes 1 224,211 220,871 Other Convertible Notes 2 305,782 301,226 Other 592 663 Total 771,897 696,486 Unamortized discount and debt issuance costs (2,964 ) (3,187 ) Fair value adjustments to convertible notes 393,738 34,910 Total notes payable, net $ 1,162,671 $ 728,209 1 Secured Convertible Notes (includes principal balance at issuance and PIK interest) which considers the minimum payoff at maturity of two times the face value of the note plus accrued interest. The minimum payoff at maturity related to the principal balance was $448.4 million on March 31, 2022. The minimum payoff at maturity related to the principal balance was $441.7 million on December 31, 2021. 2 Other Convertible Notes which considers the minimum payoff at maturity of one times the face value of the note plus accrued interest. |
Schedule of Fair Value Adjustments and Debt Issuance Costs | The following summarizes the fair value adjustments and debt issuance costs recognized on the convertible notes (in thousands): Financial statement line item Three months ended Cash interest payments Interest expense, net $ 5,227 Payment-in-kind Interest expense, net 7,851 Instrument specific credit risk Other comprehensive income (27,164 ) Other fair value adjustments Fair value adjustments on convertible notes 386,037 Total fair value adjustments $ 371,951 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Convertible Notes | The following presents the levels of the fair value hierarchy for the Company’s convertible notes by issuance date measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 (in thousands): March 31, 2022 Fair value hierarchy Principal Level 1 Level 2 Level 3 Fair value Derivative warrant liabilities: Public Warrants $ — $ 16,215 $ — $ — $ 16,215 Private Placement Warrants — — 11,781 — 11,781 Total derivative warrant liabilities — 16,215 11,781 — 27,996 Convertible notes: April 19, 2021 1 $ 92,813 $ — $ — $ 192,223 $ 192,223 April 21, 2021 1 5,214 — — 10,796 10,796 April 23, 2021 1 46,928 — — 97,128 97,128 April 26, 2021 1 79,256 — — 163,959 163,959 August 20, 2021 2 51,362 — — 76,264 76,264 September 10, 2021 2 16,354 — — 24,200 24,200 September 23, 2021 2 77,202 — — 113,994 113,994 September 24, 2021 2 60,923 — — 89,943 89,943 September 27, 2021 2 2,004 — — 2,957 2,957 October 1, 2021 2 87,966 — — 129,718 129,718 November 10, 2021 2 9,971 — — 14,698 14,698 Accrued PIK interest 1,2,3 — — — 7,851 7,851 Total convertible notes 529,993 — — 923,731 923,731 Total liabilities measured at fair value on a recurring basis $ 529,993 $ 16,215 $ 11,781 $ 923,731 $ 951,727 December 31, 2021 Fair value hierarchy Principal Level 1 Level 2 Level 3 Fair value Convertible notes: April 19, 2021 1 $ 91,430 $ — $ — $ 101,078 $ 101,078 April 21, 2021 1 5,137 — — 5,674 5,674 April 23, 2021 1 46,229 — — 51,062 51,062 April 26, 2021 1 78,075 — — 86,165 86,165 August 20, 2021 2 50,597 — — 50,941 50,941 September 10, 2021 2 16,110 — — 16,472 16,472 September 23, 2021 2 76,051 — — 77,559 77,559 September 24, 2021 2 60,016 — — 61,179 61,179 September 27, 2021 2 1,974 — — 2,012 2,012 October 1, 2021 2 86,655 — — 87,150 87,150 November 10, 2021 2 9,823 — — 9,819 9,819 Accrued PIK interest 1,2,4 — — — 7,896 7,896 Total convertible notes $ 522,097 $ — $ — $ 557,007 $ 557,007 1 Secured Convertible Notes (includes principal balance at issuance and PIK interest) which considers the minimum payoff at maturity of two times the face value of the note plus accrued interest. 2 Other Convertible Notes (other than the Secured Convertible notes) which considers the minimum payoff at maturity of one times the face value of the note plus accrued interest. 3 Represents PIK interest accrued as of March 31, 2022 which will be recorded as additional principal for each respective convertible note on April 1, 2022. 4 Represents PIK interest accrued as of December 31, 2021 which will be recorded as additional principal for each respective convertible note on January 1, 2022. Level 3 Recurring Fair Value Measurements The following presents a rollforward of the activity for the Company’s convertible notes measured at fair value on a recurring basis as of March 31, 2022 (in thousands): Convertible Balance at December 31, 2021 $ 557,007 Issuances (including PIK principal recorded) 7,896 Settlements (including interest payments and PIK principal recorded) (13,123 ) Unrealized losses 371,951 Balance at March 31, 2022 $ 923,731 |
Schedule of Convertible Debt Fair Value Measurement Input | The following presents significant Level 3 unobservable inputs used to measure fair value of certain convertible notes March 31, 2022 (dollars in thousands): Fair value Unobservable Input Low High Weighted 1 Convertible Notes $ 923,731 Expected term (years) 3.05 3.05 3.05 Volatility 45.2 % 45.2 % 45.2 % 1 Weighted average based on the fair value of convertible notes. |
Schedule of Digital Currency Assets | Digital assets are available for use, if needed, for current operations and are classified as current assets on the Consolidated Balance Sheets, the details of which are presented below. March 31 December 31 Bitcoin (BTC) $ 307,172 $ 224,843 Ethereum (ETH) 6,474 4,665 Polygon (MATIC) 1,586 1,085 Siacoin (SC) 765 803 Dai (DAI) 8 1,353 Other 318 1,549 Total digital assets $ 316,323 $ 234,298 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Schedule of Assets and Liabilities | The components of operating and finance lease are presented on the Company’s Consolidated Balance Sheets follows (in thousands): Financial statement line item March 31, 2022 Assets: Operating lease right-of-use Other noncurrent $ 6,535 Financing lease right-of-use Property, plant and equipment $ 178,819 Liabilities: Operating lease liabilities, current portion Accrued expenses $ 132 Operating lease liabilities, net of current portion Other noncurrent liabilitie $ 1,150 Finance lease liabilities, current portion Finance lease liabilities, current portion $ 34,405 Finance lease liabilities, net of current portion Finance lease liabilities, net of current portion $ 56,494 |
Schedule of Lease Cost | The components of lease expense were as follows (in thousands): Financial statement line item Three Months Ended Operating lease expense General and administrative expenses $ 154 Short-term lease expense General and administrative expenses 191 Financing lease expense: Amortization of right-of-use Cost of revenue 9,824 Interest on lease liabilities Interest expense, net 2,102 Total financing lease expense 11,926 Total lease expense $ 12,271 Information relating to the lease term and discount rate is as follows: March 31, 2022 Weighted Average Remaining Lease Term (Years) Operating leases 22.1 Financing leases 2.6 Weighted Average Discount Rate Operating leases 6.4 % Financing leases 10.2 % |
Schedule of Supplemental Cash Flow Information | The following table summarizes the Company’s supplemental cash flow information: Three Months Ended 2022 Lease Payments Operating lease payments $ 101 Financing lease payments $ 12,357 Supplemental Noncash Information Operating lease right-of-use $ — Financing lease right-of-use $ 10,557 |
Schedule of Operating Lease Liability, Maturity | The Company’s minimum payments under noncancelable operating and finance leases having initial terms and bargain renewal periods in excess of one year are as follows at March 31, 2022, and thereafter (in thousands): Operating leases Financing leases Remaining 2022 $ 170 $ 33,435 2023 170 35,280 2024 170 31,650 2025 170 4,509 2026 170 3 2027 170 — Thereafter 1,251 — Total lease payments 2,271 104,877 Less: imputed interest 989 13,978 Total $ 1,282 $ 90,899 |
Schedule of Finance Lease Liability, Maturity | The Company’s minimum payments under noncancelable operating and finance leases having initial terms and bargain renewal periods in excess of one year are as follows at March 31, 2022, and thereafter (in thousands): Operating leases Financing leases Remaining 2022 $ 170 $ 33,435 2023 170 35,280 2024 170 31,650 2025 170 4,509 2026 170 3 2027 170 — Thereafter 1,251 — Total lease payments 2,271 104,877 Less: imputed interest 989 13,978 Total $ 1,282 $ 90,899 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Schedule of Stock Reserved for Future Issuance | As of March 31, 2022, the Company had reserved shares of common stock for future issuances under the 2018 Plan and 2021 Plan as follows (in thousands): Blockcap Plans 2018 Plan 2021 Plan Options outstanding 7,332 24,610 — Unvested restricted stock and restricted stock units outstanding 4,830 92,070 — Vested restricted stock and restricted stock units outstanding 1,827 1,363 — Available for future stock option and restricted stock units and grants — 13,970 45,000 Total outstanding and reserved for future issuance 13,989 132,013 45,000 |
Schedule of Share-based Compensation Arrangements by Share-based Payment Award | Stock-based compensation expense for the three months ended March 31, 2022 and 2021 is included in the Company’s Consolidated Statements of Operations and Comprehensive (Loss) Income as follows: Three Months Ended 2022 2021 Cost of revenue $ 2,039 $ — Research and development 1,882 — Sales and marketing 458 — General and administrative 21,418 588 Total stock-based compensation expense $ 25,797 $ 588 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Rate | The income tax expense and effective income tax rate for the three months ended March 31, 2022 and 2021 were as follows: Three Months Ended March 31, 2022 2021 (in thousands, except percentages) Income tax expense $ 42,406 $ — Effective income tax rate (10.0 )% — % |
Net (Loss) Income Attributabl_2
Net (Loss) Income Attributable to Common Stockholders (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Three Months Ended 2022 2021 Net (loss) income $ (466,204 ) $ 6,849 Weighted average shares outstanding - basic 307,475 157,786 Add: Dilutive share-based compensation awards — 18,178 Weighted average shares outstanding - diluted 307,475 175,964 Net (loss) income per share - basic $ (1.52 ) $ 0.04 Net (loss) income per share - diluted $ (1.52 ) $ 0.04 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings (Loss) Per Share | March 31, 2022 2021 Stock options 31,942 — Warrants 18,284 — Restricted stock and restricted stock units 96,900 61,452 Convertible Notes 66,249 — SPAC vesting shares 1,725 — Total potentially dilutive securities 215,100 61,452 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Revenue and Gross Profit by Reporting Segment | The following table presents revenue and gross profit by reportable segment for the periods presented (in thousands): Three Months Ended 2022 2021 Equipment Sales and Hosting Segment Revenue: Hosting revenue $ 33,214 $ 12,692 Equipment sales 26,305 31,926 Total revenue $ 59,519 $ 44,618 Cost of revenue: Cost of hosting services $ 31,231 $ 11,829 Cost of equipment sales 22,535 26,231 Total Cost of revenue $ 53,766 $ 38,060 Gross profit $ 5,753 $ 6,558 Mining Segment Digital asset mining income $ 133,000 $ 9,628 Total revenue $ 133,000 $ 9,628 Cost of revenue 68,750 1,653 Gross profit $ 64,250 $ 7,975 Consolidated total revenue $ 192,519 $ 54,246 Consolidated cost of revenue $ 122,516 $ 39,713 Consolidated gross profit $ 70,003 $ 14,533 |
Schedules of Customer Concentration Risk | For the three months ended March 31, 2022 and 2021, the concentration of customers comprising 10% or more of the Company’s total revenue, Equipment Sales and Hosting segment revenue was as follows: Three Months Ended March 31, Three Months Ended March 31, 2022 2021 2022 2021 Percent of total revenue: Percent of Equipment Sales Customer A 12 % N/A 39 % N/A B N/A 42 % N/A 51 % Blockcap N/A 21 % N/A 25 % |
Reconciliation of Reportable Segment Gross Profit to Loss Before Income Taxes | A reconciliation of the reportable segment gross profit to (loss) income before income taxes included in the Company’s consolidated statements of operations and comprehensive (loss) income for the three months ended March 31, 2022 and 2021 is as follows (in thousands): Three Months Ended 2022 2021 Reportable segment gross profit $ 70,003 $ 14,533 Gain from sales of digital assets 2,163 30 Impairment of digital assets (53,985 ) — Operating expense: Research and development 3,340 1,208 Sales and marketing 1,398 534 General and administrative 40,160 3,795 Total operating expense 44,898 5,537 Operating (loss) income (26,717 ) 9,026 Non-operating expense, Loss on debt extinguishment and other — 42 Interest expense, net 21,676 2,135 Other non-operating (income), (357 ) — Fair value adjustments on convertible notes 386,037 — Fair value adjustments on derivative warrant liabilities (10,275 ) — Other non-operating (income), (357 ) — Total non-operating expense, 397,081 2,177 (Loss) income before income taxes (423,798 ) 6,849 Income tax expense 42,406 — Net (loss) income $ (466,204 ) $ 6,849 |
Organization and Description _2
Organization and Description of Business (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Jan. 18, 2022 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) $ / shares shares | Mar. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) $ / shares | Jan. 19, 2022 USD ($) $ / shares | |
Description of Organization and Business Operations (Details) [Line Items] | |||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.00001 | ||
Temporary equity par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, exchange ratio | 1.6001528688 | ||||
Proceeds from transactions | $ | $ 221,600 | ||||
Proceeds from transactions, net of transaction expenses | $ | $ 195,000 | ||||
Reverse recapitalization, transaction costs | $ | $ 7,900 | $ 18,600 | |||
Capitalized transaction costs, noncurrent | $ | $ 10,700 | ||||
Adjustments to additional paid in capital, reverse recapitalizations, transaction costs | $ | $ 16,642 | 16,600 | |||
Transaction costs allocated to liability-classified instruments | $ | $ 2,000 | ||||
SPAC vesting shares (in shares) | shares | 1,700,000 | ||||
Volume weighted average price (in dollars per share) | 12.50% | ||||
Vesting terms, threshold number of trading days | 20 days | ||||
Vesting terms, threshold number of consecutive trading days | 30 days | ||||
Threshold period after the Closing Date | 5 years | ||||
Warrants outstanding (in shares) | shares | 14,900,000 | ||||
Former Core Scientific Stockholders [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Percent of ownership after transaction | 90.7 | ||||
Former X P D I Public Stockholders [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Percent of ownership after transaction | 6.7 | ||||
X P D I Sponsor [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Percent of ownership after transaction | 2.6 | ||||
Conversion of Class B Common Stock to Core Common Stock [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Recapitalization transaction, conversion ratio | 1 | ||||
Conversion of Series A Preferred Stock To Common Stock [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Recapitalization transaction, conversion ratio | 1 | ||||
Conversion of X P D I Class B Common Stock to New Core Common Stock [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Recapitalization transaction, conversion ratio | 1 | ||||
Conversion Of X P D Is Common Stock To New Core Common Stock [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Recapitalization transaction, conversion ratio | 1 | ||||
Power and Digital Infrastructure Acquisition Crop [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Common stock par or stated value per share | $ 0.0001 | ||||
Aggregate redemption amount | $ | $ 123,500 | ||||
Stock redeemed (in shares) | shares | 12,300,000 | ||||
Share redemption price (in dollars per share) | $ 10 | ||||
Private Placement Warrants [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Warrants outstanding (in shares) | shares | 6,300,000 | ||||
Private Placement Warrants [Member] | Power and Digital Infrastructure Acquisition Crop [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Warrants outstanding (in shares) | shares | 6,300,000 | ||||
Public Warrants Member [Member] | Power and Digital Infrastructure Acquisition Crop [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Warrants outstanding (in shares) | shares | 8,600,000 | ||||
Class A Common Stock [Member] | Power and Digital Infrastructure Acquisition Crop [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Number of share holders holding common shares | 34,500,000 | ||||
Common Class B [Member] | Power and Digital Infrastructure Acquisition Crop [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Common stock par or stated value per share | $ 0.0001 | ||||
Series A Convertible Preferred Stock [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Temporary equity par or stated value per share | $ 0.00001 | ||||
New Core Common Stock [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Common stock par or stated value per share | $ 0.0001 | ||||
Series B Preferred Stock [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Temporary equity par or stated value per share | $ 0.00001 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Property, plant and equipment, net | $ 820,182 | $ 597,304 | |
Operating lease right-of-use assets | $ 6,535 | $ 6,700 | |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | Other Assets, Noncurrent | |
Operating lease right-of-use assets, amount related to prepaid rent | $ 500 | ||
Operating lease right-of-use assets, amount previously presented as other noncurrent assets | 4,800 | ||
Operating lease liabilities, current portion | $ 132 | 200 | |
Operating Lease, Liability, Noncurrent | 1,150 | $ 1,200 | |
Construction in Progress [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Property, plant and equipment, net | 65,500 | $ 42,600 | |
Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Cash equivalents | $ 90,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Cash Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 96,355 | $ 117,871 | ||
Restricted Cash, Current | 14,077 | 13,807 | ||
Total cash, cash equivalents and restricted cash | $ 110,432 | $ 131,678 | $ 34,393 | $ 8,721 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Accounting Standards Update (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Assets | |||
Prepaid expenses and other current assets | $ 101,827 | $ 30,111 | |
Other noncurrent assets | 14,387 | 21,045 | |
Liabilities | |||
Accrued expenses and other | 72,806 | 67,862 | |
Other noncurrent liabilities | $ 53,655 | 18,531 | |
Cumulative Effect Adjustment | |||
Assets | |||
Prepaid expenses and other current assets | (453) | ||
Other noncurrent assets | 1,814 | ||
Liabilities | |||
Accrued expenses and other | (188) | ||
Other noncurrent liabilities | $ (1,173) | ||
Beginning Balance, As Adjusted | |||
Assets | |||
Prepaid expenses and other current assets | $ 29,658 | ||
Other noncurrent assets | 22,859 | ||
Liabilities | |||
Accrued expenses and other | 67,674 | ||
Other noncurrent liabilities | $ 17,358 |
Acquisitions - Schedule of Reco
Acquisitions - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | Jul. 30, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Fair value of assets acquired, and liabilities assumed: | |||
Goodwill on acquisition | $ 1,055,760 | $ 1,055,760 | |
Blockcap Inc [Member] | |||
Settlement of preexisting contracts | $ (60,522) | ||
Total Consideration | 1,138,838 | ||
Fair value of assets acquired, and liabilities assumed: | |||
Cash and cash equivalents | 704 | ||
Other current assets | 633 | ||
Intangible assets, net | 2,925 | ||
Property, plant and equipment, net | 97,964 | ||
Other noncurrent assets | 1,293 | ||
Total assets acquired | 181,079 | ||
Accounts payable | 492 | ||
Accrued expenses and other | 22,647 | ||
Deferred revenue | 414 | ||
Other current liabilities | 7,204 | ||
Deferred tax liability | 9,003 | ||
Total liabilities assumed | 39,760 | ||
Total identifiable net assets | 141,319 | ||
Goodwill on acquisition | $ 997,519 | ||
Business acquisition, share price (in dollars per share) | $ 10.11 | ||
Blockcap Inc [Member] | Bitcoin (BTC) | |||
Fair value of assets acquired, and liabilities assumed: | |||
Other current assets | $ 73,304 | ||
Blockcap Inc [Member] | Ethereum (ETH) | |||
Fair value of assets acquired, and liabilities assumed: | |||
Other current assets | 365 | ||
Blockcap Inc [Member] | Digital assets-Bitcoin cash | |||
Fair value of assets acquired, and liabilities assumed: | |||
Other current assets | 8 | ||
Blockcap Inc [Member] | Siacoin (SC) | |||
Fair value of assets acquired, and liabilities assumed: | |||
Other current assets | 554 | ||
Blockcap Inc [Member] | Digital assets-Other | |||
Fair value of assets acquired, and liabilities assumed: | |||
Other current assets | 3,329 | ||
Common Stock [Member] | Blockcap Inc [Member] | |||
Consideration, common stock issued | $ 1,151,985 | ||
Fair value of assets acquired, and liabilities assumed: | |||
Business combination, number of shares issued (in shares) | 113.9 | ||
Share-based Payment Arrangement [Member] | Blockcap Inc [Member] | |||
Consideration, common stock issued | $ 21,768 | ||
Settlement of Blockcap debt | $ 25,607 |
Acquisitions - Business Combina
Acquisitions - Business Combination (Details) - USD ($) $ in Thousands, shares in Millions | Jul. 30, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 1,055,760 | $ 1,055,760 | |
Blockcap Inc [Member] | |||
Business Acquisition [Line Items] | |||
Equity interest acquired | 100% | ||
Goodwill | $ 997,519 | ||
Blockcap Inc [Member] | Developed Technology Intangibles | |||
Business Acquisition [Line Items] | |||
Business combination, finite-lived intangibles acquired | $ 2,800 | ||
Acquired finite-lived intangible assets, weighted average useful life | 3 years | ||
Blockcap Inc [Member] | Customer Relationships [Member] | |||
Business Acquisition [Line Items] | |||
Business combination, finite-lived intangibles acquired | $ 100 | ||
Blockcap Inc [Member] | Common Stock [Member] | |||
Business Acquisition [Line Items] | |||
Business combination, number of shares issued (in shares) | 113.9 | ||
Blockcap Inc [Member] | Restricted Stock [Member] | |||
Business Acquisition [Line Items] | |||
Business combination, number of shares issued (in shares) | 6.8 | ||
Blockcap Inc [Member] | Option on Securities [Member] | |||
Business Acquisition [Line Items] | |||
Business combination, number of shares issued (in shares) | 7.3 |
Acquisitions - Asset Acquisitio
Acquisitions - Asset Acquisition (Details) $ / shares in Units, shares in Millions, $ in Millions | 1 Months Ended | |
Jun. 30, 2020 USD ($) patent $ / shares shares | Mar. 31, 2022 USD ($) | |
Atrio Asset Acquisition [Member] | ||
Asset Acquisition [Line Items] | ||
Payments to acquire assets | $ 1.2 | |
Asset acquisition consideration, common stock (in shares) | shares | 0.5 | |
Asset acquisition, consideration transferred | $ 2.4 | |
Asset acquisition consideration, stock price (in dollars per share) | $ / shares | $ 2.19 | |
R Stor Asset Acquisition [Member] | ||
Asset Acquisition [Line Items] | ||
Asset acquisition consideration, common stock (in shares) | shares | 0.4 | |
Asset acquisition, consideration transferred | $ 0.9 | |
Asset acquisition consideration, stock price (in dollars per share) | $ / shares | $ 2.19 | |
Number of patents acquired | patent | 3 | |
Software and Software Development Costs | ||
Asset Acquisition [Line Items] | ||
Intangible assets held for sale | $ 2.2 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Derivative Warrant Liabilities (Details) [Line Items] | ||
Warrant issued | 14,900,000 | |
Warrants exercise price | $ 11.5 | |
Class of warrant or right, minimum threshold written notice period for redemption of warrants | 30 days | |
Common stock issued per warrant exercised (in shares) | 1 | |
Warrants term | 5 years | |
Maximum threshold period for registration statement to become effective after closing date | 60 days | |
Derivative warrant liabilities | $ 28,000 | |
Fair value adjustments on derivative warrant liabilities | $ 10,275 | $ 0 |
Private Placement Warrants [Member] | ||
Derivative Warrant Liabilities (Details) [Line Items] | ||
Warrant issued | 6,300,000 | |
Fair value adjustments on derivative warrant liabilities | $ 4,300 | |
Redemption of Warrants When Price Per Share of Class Common Stock Equals or Exceeds1000 [Member] | Private Placement Warrants [Member] | ||
Derivative Warrant Liabilities (Details) [Line Items] | ||
Redemption of warrants or rights, stock price trigger (in dollars per share) | $ 10 | |
Threshold trading days | 10 days | |
Public Warrants [Member] | ||
Derivative Warrant Liabilities (Details) [Line Items] | ||
Warrant issued | 8,600,000 | |
Fair value adjustments on derivative warrant liabilities | $ 5,900 | |
Public Warrants [Member] | Redemption of Warrants When Price Per Share of Class Common Stock Equals or Exceeds1800 [Member] | ||
Derivative Warrant Liabilities (Details) [Line Items] | ||
Class of warrant or right, minimum threshold written notice period for redemption of warrants | 30 days | |
Redemption of warrants or rights, stock price trigger (in dollars per share) | $ 18 | |
Redemption price (in dollars per share) | $ 0.01 | |
Threshold trading days | 20 days | |
Threshold consecutive trading days | 30 days | |
Public Warrants [Member] | Redemption of Warrants When Price Per Share of Class Common Stock Equals or Exceeds1000 [Member] | ||
Derivative Warrant Liabilities (Details) [Line Items] | ||
Class of warrant or right, minimum threshold written notice period for redemption of warrants | 30 days | |
Redemption of warrants or rights, stock price trigger (in dollars per share) | $ 10 | |
Redemption price (in dollars per share) | $ 0.1 | |
Threshold trading days | 20 days | |
Threshold consecutive trading days | 30 days | |
Threshold trading days following the date on which the notice of redemption is sent | 10 days | |
Common stock issued per warrant exercised (in shares) | 0.361 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) $ in Thousands | Mar. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Mar. 31, 2021 |
Secured Convertible Notes | |||
Debt Instrument [Line Items] | |||
Convertible debt, valuation technique, ratio of minimum payoff at maturity to carry value | 2 | ||
Convertible debt, present value of future minimum payments | $ 448,400 | $ 441,700 | |
Other Convertible Notes | |||
Debt Instrument [Line Items] | |||
Convertible debt, valuation technique, ratio of minimum payoff at maturity to carry value | 1 | 1 | |
Notes Payable | |||
Debt Instrument [Line Items] | |||
Notes payable | $ 771,897 | 696,486 | |
Other | (2,964) | (3,187) | |
Fair value adjustment on convertible notes | 393,738 | 34,910 | |
Unamortized discount and debt issuance costs | 1,162,671 | 728,209 | |
Notes Payable | Kentucky note | |||
Debt Instrument [Line Items] | |||
Notes payable | 909 | 1,032 | |
Notes Payable | Stockholder loan | |||
Debt Instrument [Line Items] | |||
Notes payable | 10,000 | 10,000 | |
Notes Payable | Genesis loan | |||
Debt Instrument [Line Items] | |||
Notes payable | 27 | 552 | |
Notes Payable | NYDIG loan | |||
Debt Instrument [Line Items] | |||
Notes payable | 58,190 | 67,435 | |
Notes Payable | Trinity loan | |||
Debt Instrument [Line Items] | |||
Notes payable | 28,154 | 19,641 | |
Notes Payable | Bremer | |||
Debt Instrument [Line Items] | |||
Notes payable | 19,902 | 15,066 | |
Notes Payable | Blockfi | |||
Debt Instrument [Line Items] | |||
Notes payable | 74,130 | 60,000 | |
Notes Payable | Anchor Labs | |||
Debt Instrument [Line Items] | |||
Notes payable | 20,000 | 0 | |
Notes Payable | Mass Mutual Barings | |||
Debt Instrument [Line Items] | |||
Notes payable | 30,000 | 0 | |
Notes Payable | Secured Convertible Notes | |||
Debt Instrument [Line Items] | |||
Notes payable | 224,211 | 220,871 | |
Notes Payable | Other Convertible Notes | |||
Debt Instrument [Line Items] | |||
Notes payable | 305,782 | 301,226 | |
Notes Payable | Other | |||
Debt Instrument [Line Items] | |||
Notes payable | $ 592 | $ 663 |
Note Payable - Narrative (Detai
Note Payable - Narrative (Details) | 1 Months Ended | 3 Months Ended | |||||||||||||||||||||
Mar. 31, 2022 USD ($) EMPLOYEE $ / shares shares | Feb. 28, 2022 USD ($) | Jan. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) AGREEMENT | Nov. 30, 2021 USD ($) | Oct. 31, 2021 USD ($) | Aug. 31, 2021 USD ($) | Jul. 31, 2021 USD ($) | May 31, 2021 USD ($) | Apr. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Jan. 31, 2021 USD ($) $ / shares | Oct. 31, 2020 USD ($) TRANCHE | Jul. 31, 2020 USD ($) INSTALLMENT | Dec. 31, 2018 USD ($) | Mar. 31, 2022 USD ($) EMPLOYEE $ / shares shares | Dec. 31, 2021 USD ($) AGREEMENT | Mar. 31, 2021 USD ($) | Dec. 31, 2022 | May 31, 2022 | Jan. 19, 2022 $ / shares | Jan. 01, 2022 shares | Sep. 30, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||||||||||||||||||||
Warrants outstanding (in shares) | shares | 14,900,000 | 14,900,000 | |||||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 11.5 | $ 11.5 | |||||||||||||||||||||
Warrants term | 5 years | 5 years | |||||||||||||||||||||
Convertible debt, conversion price (in dollars per share) | $ / shares | $ 8 | ||||||||||||||||||||||
Fair Value Adjustments Of Convertible Notes | $ (386,037,000) | $ 0 | |||||||||||||||||||||
Estimate of Fair Value Measurement | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Convertible notes payable, fair value | $ 951,727,000 | 951,727,000 | |||||||||||||||||||||
Estimate of Fair Value Measurement | Level 2 | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Convertible notes payable, fair value | 11,781,000 | 11,781,000 | |||||||||||||||||||||
Principal | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Convertible notes payable, fair value | $ 529,993,000 | 529,993,000 | |||||||||||||||||||||
Stockholder Loan Warrants | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Warrants outstanding (in shares) | shares | 200,000 | 200,000 | |||||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 4.21 | $ 4.21 | |||||||||||||||||||||
Warrants term | 2 years | ||||||||||||||||||||||
Proceeds from issuance of warrants | $ 500,000 | ||||||||||||||||||||||
Convertible Notes | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Interest rate per annum | 10% | ||||||||||||||||||||||
Paid-in-kind interest | $ 15,200,000 | ||||||||||||||||||||||
Debt In strument Interest Rate Stated Percentage Payable In Cash | 4% | 4% | 4% | 4% | |||||||||||||||||||
Debt Instrument Interest Rate Stated Percentage Payable In Kind | 6% | 6% | 6% | 6% | |||||||||||||||||||
Notes Payable | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Notes payable | $ 771,897,000 | $ 696,486,000 | $ 771,897,000 | $ 696,486,000 | |||||||||||||||||||
Kentucky note | Secured Promissory Notes Payable | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Debt instrument, term | 5 years | ||||||||||||||||||||||
Note payable face amount | $ 2,400,000 | ||||||||||||||||||||||
Interest rate per annum | 5% | ||||||||||||||||||||||
Effective interest rate | 5% | ||||||||||||||||||||||
Kentucky note | Notes Payable | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Notes payable | 909,000 | 1,032,000 | 909,000 | 1,032,000 | |||||||||||||||||||
Genesis loan | Secured Debt | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 13,000,000 | ||||||||||||||||||||||
Proceeds from lines of credit | $ 5,300,000 | ||||||||||||||||||||||
Genesis loan | Secured Debt | Line of Credit | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Debt instrument, term | 20 months | ||||||||||||||||||||||
Interest rate per annum | 16% | ||||||||||||||||||||||
Effective interest rate | 28% | ||||||||||||||||||||||
Number of installment | INSTALLMENT | 3 | ||||||||||||||||||||||
Genesis loan | Notes Payable | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Notes payable | 27,000 | 552,000 | 27,000 | 552,000 | |||||||||||||||||||
NYDIG loan | Equipment Loan | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Debt instrument, term | 24 months | 24 months | 24 months | 24 months | |||||||||||||||||||
Interest rate per annum | 11% | 14.25% | 14.25% | 15% | 14.25% | ||||||||||||||||||
Effective interest rate | 11% | 16% | 17% | 16% | |||||||||||||||||||
Proceeds from issuance of debt | $ 33,400,000 | $ 26,100,000 | $ 13,400,000 | $ 3,800,000 | $ 800,000 | ||||||||||||||||||
NYDIG loan | Notes Payable | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Notes payable | 58,190,000 | 67,435,000 | 58,190,000 | 67,435,000 | |||||||||||||||||||
Stockholder loan | Equipment Loan | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Debt instrument, term | 2 years | ||||||||||||||||||||||
Note payable face amount | $ 10,000 | ||||||||||||||||||||||
Effective interest rate | 20% | ||||||||||||||||||||||
Proceeds from issuance of debt | $ 9,500,000 | ||||||||||||||||||||||
Stockholder loan | Notes Payable | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Notes payable | $ 10,000,000 | 10,000,000 | $ 10,000,000 | 10,000,000 | |||||||||||||||||||
Secured Convertible Notes | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Convertible Debt Conversion Price Percentage Of Financing Price | 80% | 80% | |||||||||||||||||||||
Convertible debt, valuation technique, ratio of minimum payoff at maturity to carry value | 2 | 2 | |||||||||||||||||||||
Convertible debt, amount owed if held to maturity | $ 448,400,000 | $ 448,400,000 | |||||||||||||||||||||
Convertible debt, amount owed if prepaid | 767,300,000 | 767,300,000 | |||||||||||||||||||||
Secured Convertible Notes | Convertible Notes | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Note payable face amount | $ 215,000,000 | ||||||||||||||||||||||
Secured Convertible Notes | Notes Payable | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Notes payable | $ 224,211,000 | 220,871,000 | $ 224,211,000 | 220,871,000 | |||||||||||||||||||
Unsecured Convertible Notes Issued Aug-Nov 2021 | Convertible Notes | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Note payable face amount | $ 299,800,000 | ||||||||||||||||||||||
Stockholder loan | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Repayments of debt | $ 30,000,000 | ||||||||||||||||||||||
Stockholder loan | Equipment Loan | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Interest rate per annum | 10% | ||||||||||||||||||||||
Blockfi | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Convertible debt, conversion price (in dollars per share) | $ / shares | $ 8 | $ 8 | $ 8 | ||||||||||||||||||||
Convertible Debt Conversion Price Percentage Of Financing Price | 80% | 80% | 80% | ||||||||||||||||||||
Blockfi | Estimate of Fair Value Measurement | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Convertible notes payable, fair value | $ 923,731,000 | 557,007,000 | $ 923,731,000 | 557,007,000 | |||||||||||||||||||
Blockfi | Estimate of Fair Value Measurement | Fair Value, Recurring | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Convertible notes payable, fair value | 923,700,000 | 923,700,000 | |||||||||||||||||||||
Blockfi | Principal | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Convertible notes payable, fair value | 529,993,000 | 522,097,000 | 529,993,000 | 522,097,000 | |||||||||||||||||||
Blockfi | Principal | Fair Value, Recurring | Level 2 | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Convertible notes payable, fair value | 530,000,000 | 530,000,000 | |||||||||||||||||||||
Blockfi | Convertible Notes | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Amortization of debt issuance costs | 13,100,000 | ||||||||||||||||||||||
Blockfi | Notes Payable | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Notes payable | 530,000,000 | 530,000,000 | |||||||||||||||||||||
Trinity loan | Notes Payable | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Notes payable | 28,154,000 | 19,641,000 | 28,154,000 | 19,641,000 | |||||||||||||||||||
Trinity loan | Revolving Credit Facility | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Effective interest rate | 11% | ||||||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 30,000,000 | ||||||||||||||||||||||
Proceeds from lines of credit | $ 10,000,000 | 5,000,000 | $ 14,000,000 | $ 1,000,000 | |||||||||||||||||||
Line of credit facility, expiration period | 36 months | ||||||||||||||||||||||
Bremer | Equipment Loan | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Debt instrument, term | 60 months | ||||||||||||||||||||||
Interest rate per annum | 5.50% | ||||||||||||||||||||||
Effective interest rate | 5.60% | ||||||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 16,200,000 | ||||||||||||||||||||||
Proceeds from lines of credit | 4,800,000 | 15,200,000 | |||||||||||||||||||||
Number of installment | TRANCHE | 2 | ||||||||||||||||||||||
Line of credit facility, additional borrowing capacity | $ 9,600,000 | $ 9,600,000 | |||||||||||||||||||||
Debt instrument, covenant terms, fixed charge coverage ratio | 1 | 1 | |||||||||||||||||||||
Debt instrument, interest rate buydown, amount | $ 800,000 | ||||||||||||||||||||||
Debt instrument, interest rate buydown terms, minimum continued operation period required | 5 years | ||||||||||||||||||||||
Minimum number of additional full time employees | EMPLOYEE | 13 | 13 | |||||||||||||||||||||
Interest rate buydown terms, full time employee employment period | 2 years | ||||||||||||||||||||||
Bremer | Equipment Loan | Forecast | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Debt instrument, covenant terms, minimum debt service coverage ratio | 1.2 | ||||||||||||||||||||||
Bremer | Notes Payable | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Notes payable | $ 19,902,000 | $ 15,066,000 | $ 19,902,000 | $ 15,066,000 | |||||||||||||||||||
Blockfi | Equipment Loan | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Effective interest rate | 13.10% | 13.10% | |||||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 110,000,000 | $ 110,000,000 | |||||||||||||||||||||
Proceeds from lines of credit | $ 20,000,000 | $ 60,000,000 | |||||||||||||||||||||
Debt instrument, number of lending agreements | AGREEMENT | 2 | 2 | |||||||||||||||||||||
Blockfi | Notes Payable | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Notes payable | 74,130,000 | $ 60,000,000 | 74,130,000 | $ 60,000,000 | |||||||||||||||||||
Blockfi Loan, Credit Agreement One | Equipment Loan | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Debt instrument, term | 24 months | ||||||||||||||||||||||
Interest rate per annum | 9.70% | 9.70% | |||||||||||||||||||||
Effective interest rate | 10.10% | 10.10% | |||||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 100,000,000 | $ 10,000,000 | 100,000,000 | $ 10,000,000 | |||||||||||||||||||
Blockfi Loan, Credit Agreement Two | Equipment Loan | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Debt instrument, term | 24 months | ||||||||||||||||||||||
Interest rate per annum | 13.10% | 13.10% | |||||||||||||||||||||
Anchor Labs | Equipment Loan | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Debt instrument, term | 24 months | ||||||||||||||||||||||
Note payable face amount | $ 20,000,000 | $ 20,000,000 | |||||||||||||||||||||
Effective interest rate | 12.50% | 12.50% | |||||||||||||||||||||
Anchor Labs | Notes Payable | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Notes payable | $ 20,000,000 | $ 0 | $ 20,000,000 | $ 0 | |||||||||||||||||||
Mass Mutual Barings | Equipment Loan | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Debt instrument, term | 36 months | ||||||||||||||||||||||
Note payable face amount | $ 100,000,000 | $ 100,000,000 | |||||||||||||||||||||
Effective interest rate | 9.80% | 9.80% | |||||||||||||||||||||
Proceeds from lines of credit | $ 30,000,000 | ||||||||||||||||||||||
Mass Mutual Barings | Notes Payable | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Notes payable | $ 30,000,000 | $ 0 | $ 30,000,000 | $ 0 |
Notes Payable - Schedule of Fai
Notes Payable - Schedule of Fair Value Adjustments and Debt Issuance Costs (Details) - Convertible Notes Mature In April 2025 - Convertible Notes $ in Thousands | 3 Months Ended |
Mar. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | |
Liabilities, fair value adjustment | $ 371,951 |
Cash interest payments | Interest Expense | |
Debt Instrument [Line Items] | |
Liabilities, fair value adjustment | 5,227 |
Payment-in-kind (PIK) interest | Interest Expense | |
Debt Instrument [Line Items] | |
Liabilities, fair value adjustment | 7,851 |
Instrument specific credit risk | Other Comprehensive Income (Loss) | |
Debt Instrument [Line Items] | |
Liabilities, fair value adjustment | (27,164) |
Other fair value adjustments | Fair value adjustments on convertible notes | |
Debt Instrument [Line Items] | |
Liabilities, fair value adjustment | $ 386,037 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Deferred revenue | $ 153.7 | $ 136.4 | |
Deferred revenue recognized | 36.8 | $ 32.3 | |
Performance obligation not yet recognized | $ 989.4 | $ 333.4 | |
Minimum [Member] | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Contract with customer, term | 18 months | ||
Maximum [Member] | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Contract with customer, term | 48 months |
Fair Value Measurement - Narrat
Fair Value Measurement - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Mar. 31, 2022 USD ($) $ / shares | Mar. 31, 2021 USD ($) | Jan. 19, 2022 $ / shares | Dec. 31, 2021 USD ($) | |
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||||
Convertible debt, conversion price (in dollars per share) | $ / shares | $ 8 | |||
Impairments of digital assets | $ 53,985 | $ 0 | ||
Gain from sales of digital assets | 2,163 | 30 | ||
Notes payable, fair value | 923,731 | $ 557,007 | ||
Fair Value, Inputs, Level 3 [Member] | Valuation Technique, Discounted Cash Flow [Member] | Estimate of Fair Value Measurement | ||||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||||
Notes payable, fair value | $ 238,600 | 184,700 | ||
Fair Value, Inputs, Level 3 [Member] | Valuation Technique, Discounted Cash Flow [Member] | Principal | ||||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||||
Notes payable, fair value | $ 238,900 | $ 171,200 | ||
Secured Convertible Notes Issued April2021 [Member] | ||||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||||
Convertible debt, valuation technique, ratio of minimum payoff at maturity to carry value | 2 | |||
Convertible Debt, Valuation Technique, Stock Appreciation Percentage | 60% | |||
Convertible Debt Conversion Price Percentage Of Financing Price | 80% | |||
Convertible Notes Mature In April 2025 [Member] | ||||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||||
Convertible Debt Conversion Price Percentage Of Financing Price | 80% | 80% | ||
Convertible debt, conversion price (in dollars per share) | $ / shares | $ 8 | $ 8 | ||
Other Unsecured Convertible Notes [Member] | ||||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||||
Convertible debt, valuation technique, ratio of minimum payoff at maturity to carry value | 1 | 1 | ||
Convertible Debt, Valuation Technique, Stock Appreciation Percentage | 20% | |||
Convertible Debt Conversion Price Percentage Of Financing Price | 80% | |||
Convertible debt, valuation technique, stock depreciation percentage | 20 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Digital Currency Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Indefinite-lived Intangible Assets [Line Items] | ||
Digital assets | $ 316,323 | $ 234,298 |
Bitcoin (BTC) | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Digital assets | 307,172 | 224,843 |
Ethereum (ETH) | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Digital assets | 6,474 | 4,665 |
Polygon (MATIC) | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Digital assets | 1,586 | 1,085 |
Siacoin (SC) | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Digital assets | 765 | 803 |
Dai (DAI) | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Digital assets | 8 | 1,353 |
Other | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Digital assets | $ 318 | $ 1,549 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Convertible Debt Fair Value Measurement Input (Details) - Convertible Debt [Member] | Mar. 31, 2022 AGREEMENT |
Measurement Input Fair Value [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Debt Instrument, Measurement Input | 923,731 |
Measurement Input, Expected Term [Member] | Maximum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Debt Instrument, Measurement Input | 3.05 |
Measurement Input, Expected Term [Member] | Minimum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Debt Instrument, Measurement Input | 3.05 |
Measurement Input, Expected Term [Member] | Weighted Average [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Debt Instrument, Measurement Input | 3.05 |
Measurement Input, Price Volatility [Member] | Maximum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Debt Instrument, Measurement Input | 45.2 |
Measurement Input, Price Volatility [Member] | Minimum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Debt Instrument, Measurement Input | 45.2 |
Measurement Input, Price Volatility [Member] | Weighted Average [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Debt Instrument, Measurement Input | 45.2 |
Fair Value Measurements - Activ
Fair Value Measurements - Activity of Convertible Notes Measured at Fair Value (Details) - Fair Value, Inputs, Level 3 [Member] - Convertible Debt [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2022 USD ($) | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Fair value, beginning balance | $ 557,007 |
Issuances (including PIK principal recorded) | 7,896 |
Settlements (including interest payments and PIK principal recorded) | (13,123) |
Unrealized losses | 371,951 |
Fair value, ending balance | $ 923,731 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Fair Value Hierarchy of Convertible Notes (Details) $ in Thousands | Mar. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Mar. 31, 2021 |
Other Unsecured Convertible Notes [Member] | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Convertible debt, valuation technique, ratio of minimum payoff at maturity to carry value | 1 | 1 | |
Estimate of Fair Value Measurement | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Derivative liabilities | $ 27,996 | ||
Convertible notes payable, fair value | 951,727 | ||
Estimate of Fair Value Measurement | Convertible Notes Issued On April192021 [Member] | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Convertible notes payable, fair value | 192,223 | $ 101,078 | |
Estimate of Fair Value Measurement | Convertible Notes Issued On April212021 [Member] | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Convertible notes payable, fair value | 10,796 | 5,674 | |
Estimate of Fair Value Measurement | Convertible Notes Issued On April232021 [Member] | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Convertible notes payable, fair value | 97,128 | 51,062 | |
Estimate of Fair Value Measurement | Convertible Notes Issued On April262021 [Member] | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Convertible notes payable, fair value | 163,959 | 86,165 | |
Estimate of Fair Value Measurement | Convertible Notes Issued On August202021 [Member] | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Convertible notes payable, fair value | 76,264 | 50,941 | |
Estimate of Fair Value Measurement | Convertible Notes Issued On September102021 [Member] | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Convertible notes payable, fair value | 24,200 | 16,472 | |
Estimate of Fair Value Measurement | Convertible Notes Issued On September232021 [Member] | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Convertible notes payable, fair value | 113,994 | 77,559 | |
Estimate of Fair Value Measurement | Convertible Notes Issued On September242021 [Member] | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Convertible notes payable, fair value | 89,943 | 61,179 | |
Estimate of Fair Value Measurement | Convertible Notes Issued On September272021 [Member] | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Convertible notes payable, fair value | 2,957 | 2,012 | |
Estimate of Fair Value Measurement | Convertible Notes Issued On October12021 [Member] | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Convertible notes payable, fair value | 129,718 | 87,150 | |
Estimate of Fair Value Measurement | Convertible Notes Issued On November102021 [Member] | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Convertible notes payable, fair value | 14,698 | 9,819 | |
Estimate of Fair Value Measurement | Convertible Notes Mature In April 2025 [Member] | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Convertible notes payable, fair value | 923,731 | 557,007 | |
Accrued PIK interest | 7,851 | 7,896 | |
Estimate of Fair Value Measurement | Quoted Prices in Active Markets (Level 1) | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Derivative liabilities | 16,215 | ||
Convertible notes payable, fair value | 16,215 | ||
Estimate of Fair Value Measurement | Significant Other Observable Inputs (Level 2) | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Derivative liabilities | 11,781 | ||
Convertible notes payable, fair value | 11,781 | ||
Estimate of Fair Value Measurement | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Convertible notes payable, fair value | 923,731 | ||
Estimate of Fair Value Measurement | Fair Value, Inputs, Level 3 [Member] | Convertible Notes Issued On April192021 [Member] | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Convertible notes payable, fair value | 192,223 | 101,078 | |
Estimate of Fair Value Measurement | Fair Value, Inputs, Level 3 [Member] | Convertible Notes Issued On April212021 [Member] | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Convertible notes payable, fair value | 10,796 | 5,674 | |
Estimate of Fair Value Measurement | Fair Value, Inputs, Level 3 [Member] | Convertible Notes Issued On April232021 [Member] | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Convertible notes payable, fair value | 97,128 | 51,062 | |
Estimate of Fair Value Measurement | Fair Value, Inputs, Level 3 [Member] | Convertible Notes Issued On April262021 [Member] | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Convertible notes payable, fair value | 163,959 | 86,165 | |
Estimate of Fair Value Measurement | Fair Value, Inputs, Level 3 [Member] | Convertible Notes Issued On August202021 [Member] | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Convertible notes payable, fair value | 76,264 | 50,941 | |
Estimate of Fair Value Measurement | Fair Value, Inputs, Level 3 [Member] | Convertible Notes Issued On September102021 [Member] | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Convertible notes payable, fair value | 24,200 | 16,472 | |
Estimate of Fair Value Measurement | Fair Value, Inputs, Level 3 [Member] | Convertible Notes Issued On September232021 [Member] | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Convertible notes payable, fair value | 113,994 | 77,559 | |
Estimate of Fair Value Measurement | Fair Value, Inputs, Level 3 [Member] | Convertible Notes Issued On September242021 [Member] | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Convertible notes payable, fair value | 89,943 | 61,179 | |
Estimate of Fair Value Measurement | Fair Value, Inputs, Level 3 [Member] | Convertible Notes Issued On September272021 [Member] | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Convertible notes payable, fair value | 2,957 | 2,012 | |
Estimate of Fair Value Measurement | Fair Value, Inputs, Level 3 [Member] | Convertible Notes Issued On October12021 [Member] | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Convertible notes payable, fair value | 129,718 | 87,150 | |
Estimate of Fair Value Measurement | Fair Value, Inputs, Level 3 [Member] | Convertible Notes Issued On November102021 [Member] | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Convertible notes payable, fair value | 14,698 | 9,819 | |
Estimate of Fair Value Measurement | Fair Value, Inputs, Level 3 [Member] | Convertible Notes Mature In April 2025 [Member] | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Convertible notes payable, fair value | 923,731 | 557,007 | |
Accrued PIK interest | 7,851 | 7,896 | |
Principal | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Convertible notes payable, fair value | 529,993 | ||
Principal | Convertible Notes Issued On April192021 [Member] | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Convertible notes payable, fair value | 92,813 | 91,430 | |
Principal | Convertible Notes Issued On April212021 [Member] | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Convertible notes payable, fair value | 5,214 | 5,137 | |
Principal | Convertible Notes Issued On April232021 [Member] | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Convertible notes payable, fair value | 46,928 | 46,229 | |
Principal | Convertible Notes Issued On April262021 [Member] | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Convertible notes payable, fair value | 79,256 | 78,075 | |
Principal | Convertible Notes Issued On August202021 [Member] | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Convertible notes payable, fair value | 51,362 | 50,597 | |
Principal | Convertible Notes Issued On September102021 [Member] | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Convertible notes payable, fair value | 16,354 | 16,110 | |
Principal | Convertible Notes Issued On September232021 [Member] | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Convertible notes payable, fair value | 77,202 | 76,051 | |
Principal | Convertible Notes Issued On September242021 [Member] | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Convertible notes payable, fair value | 60,923 | 60,016 | |
Principal | Convertible Notes Issued On September272021 [Member] | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Convertible notes payable, fair value | 2,004 | 1,974 | |
Principal | Convertible Notes Issued On October12021 [Member] | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Convertible notes payable, fair value | 87,966 | 86,655 | |
Principal | Convertible Notes Issued On November102021 [Member] | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Convertible notes payable, fair value | 9,971 | 9,823 | |
Principal | Convertible Notes Mature In April 2025 [Member] | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Convertible notes payable, fair value | 529,993 | $ 522,097 | |
Public Warrants [Member] | Estimate of Fair Value Measurement | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Derivative liabilities | 16,215 | ||
Public Warrants [Member] | Estimate of Fair Value Measurement | Quoted Prices in Active Markets (Level 1) | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Derivative liabilities | 16,215 | ||
Private Placement Warrants [Member] | Estimate of Fair Value Measurement | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Derivative liabilities | 11,781 | ||
Private Placement Warrants [Member] | Estimate of Fair Value Measurement | Significant Other Observable Inputs (Level 2) | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Derivative liabilities | $ 11,781 |
Leases - Schedule of Assets and
Leases - Schedule of Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Jan. 01, 2022 |
Lessee Assets [Abstract] | ||
Operating lease right-of-use assets | $ 6,535 | $ 6,700 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other noncurrent assets | Other noncurrent assets |
Financing lease right-of-use assets | $ 178,819 | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, plant and equipment, net | |
Lessee Liabilities [Abstract] | ||
Operating lease liabilities, current portion | $ 132 | $ 200 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other | |
Operating lease liabilities, net of current portion | $ 1,150 | $ 1,200 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other noncurrent liabilities | |
Finance lease liabilities, current portion | $ 34,405 | |
Finance lease liabilities, net of current portion | $ 56,494 |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Cost (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022 USD ($) | |
Lessee, Lease, Description [Line Items] | |
Operating lease expense | $ 154 |
Short-term lease expense | 191 |
Lessee, Finance Lease, Description [Abstract] | |
Amortization of right-of-use assets | 9,824 |
Interest on lease liabilities | 2,102 |
Total financing lease expense | 11,926 |
Total lease expense | $ 12,271 |
Leases - Schedule of Lease Term
Leases - Schedule of Lease Term and Discount Rate (Details) | Mar. 31, 2022 |
Leases [Abstract] | |
Operating lease, weighted average remaining lease term | 22 days 2 hours |
Finance lease, weighted average remaining lease term | 2 days 14 hours |
Operating lease, weighted average discount rate | 6.40% |
Finance lease, weighted average discount rate | 10.20% |
Leases - Schedule of Lease Liab
Leases - Schedule of Lease Liability, Maturity (Details) $ in Thousands | Mar. 31, 2022 USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
Remaining 2022 | $ 170 |
2023 | 170 |
2024 | 170 |
2025 | 170 |
2026 | 170 |
2027 | 170 |
Thereafter | 1,251 |
Total lease payments | 2,271 |
Less: imputed interest | 989 |
Total | 1,282 |
Finance Lease, Liability, Payment, Due [Abstract] | |
Remaining 2022 | 33,435 |
2023 | 35,280 |
2024 | 31,650 |
2025 | 4,509 |
2026 | 3 |
Total lease payments | 104,877 |
Less: imputed interest | 13,978 |
Total | $ 90,899 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Statement (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022 USD ($) | |
Leases [Abstract] | |
Operating lease payments | $ 101 |
Financing lease payments | 12,357 |
Financing lease right-of-use assets obtained in exchange for lease obligations | $ 10,557 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 1 Months Ended | ||||
Dec. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) | Sep. 30, 2021 USD ($) Year AGREEMENT | Mar. 31, 2022 USD ($) | Jan. 01, 2022 USD ($) | |
Lessee, Lease, Description [Line Items] | |||||
Operating lease right-of-use assets | $ 6,535,000 | $ 6,700,000 | |||
Lessee option to purchase underlying asset, purchase price | $ 5,600,000 | ||||
Lessee, operating lease, not yet commenced, amount | $ 14,000,000 | ||||
Lease not yet commenced, term of contract | 130 months | ||||
Minnkota Power Cooperative [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Power supply to be purchased | AGREEMENT | 100 | ||||
Operating lease right-of-use assets | $ 5,300 | ||||
Purchase obligation | $ 2,600 | ||||
Initial term of contract | 5 years | ||||
Number of renewal options | Year | 5 | ||||
Renewal term | 5 years | ||||
Minnkota Power Cooperative [Member] | Maximum [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating lease, term (less than) | 5 years | ||||
Minnkota Power Cooperative [Member] | Minimum [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating lease, term (less than) | 30 years | ||||
Liberty Commercial Finance L L C Member [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Finance lease obligations | $ 40,900 | $ 40,900 | |||
Remaining lease term | 3 days 4 hours | ||||
Effective interest rate | 12.60% | 12.60% | |||
Mass Mutual Asset Finance L L C Member [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Finance lease obligations | $ 50,000 | $ 50,000 | |||
Remaining lease term | 3 years 2 months 12 days | ||||
Effective interest rate | 10% | 10% |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies (Details) [Line Items] | ||
Loss Contingency Accrual | $ 0 | $ 0 |
Purchase obligation | 391,000,000 | |
Purchase obligation, amounts paid | 256,200,000 | |
Purchase obligation, to be paid within one year | $ 134,800,000 |
Contingently Redeemable Conve_2
Contingently Redeemable Convertible Preferred Stock - Additional Information (Details) | 3 Months Ended | |||
Mar. 31, 2022 $ / shares shares | Jan. 19, 2022 | Jan. 18, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Class of Stock [Line Items] | ||||
Contingently redeemable preferred stock, shares authorized (in shares) | 2,000,000,000 | 50,000,000 | 2,000,000,000 | |
Contingently redeemable preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Contingently redeemable preferred stock, shares outstanding (in shares) | 0 | 10,826,000 | ||
Contingently redeemable preferred stock, shares issued (in shares) | 0 | 10,826,000 | ||
Common stock, exchange ratio | 1.6001528688 | |||
Redeemable Convertible Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Issuance of common stock - conversion of contingently redeemable preferred stock to common stock (in shares) | 10,800,000 |
Stockholders' Equity - Schedul
Stockholders' Equity - Schedule of Shares Reserved for Future Issuances (Details) - shares | Mar. 31, 2022 | Mar. 31, 2021 |
Common stock shares reserved for future issuance (in shares) | 14,000,000 | |
Blockcap Plans | ||
Common stock shares reserved for future issuance (in shares) | 13,989,000 | |
2018 Plan | ||
Common stock shares reserved for future issuance (in shares) | 132,013,000 | |
2021 Plan | ||
Common stock shares reserved for future issuance (in shares) | 45,000,000 | |
Stock options | Blockcap Plans | ||
Common stock shares reserved for future issuance (in shares) | 7,332,000 | |
Stock options | 2018 Plan | ||
Common stock shares reserved for future issuance (in shares) | 24,610,000 | |
Stock options | 2021 Plan | ||
Common stock shares reserved for future issuance (in shares) | 0 | |
Unvested restricted stock and restricted stock units outstanding | Blockcap Plans | ||
Common stock shares reserved for future issuance (in shares) | 4,830,000 | |
Unvested restricted stock and restricted stock units outstanding | 2018 Plan | ||
Common stock shares reserved for future issuance (in shares) | 92,070,000 | |
Unvested restricted stock and restricted stock units outstanding | 2021 Plan | ||
Common stock shares reserved for future issuance (in shares) | 0 | |
Vested restricted stock and restricted stock units outstanding | Blockcap Plans | ||
Common stock shares reserved for future issuance (in shares) | 1,827,000 | |
Vested restricted stock and restricted stock units outstanding | 2018 Plan | ||
Common stock shares reserved for future issuance (in shares) | 1,363,000 | |
Vested restricted stock and restricted stock units outstanding | 2021 Plan | ||
Common stock shares reserved for future issuance (in shares) | 0 | |
Available for future stock option and restricted stock units and grants | Blockcap Plans | ||
Common stock shares reserved for future issuance (in shares) | 0 | |
Available for future stock option and restricted stock units and grants | 2018 Plan | ||
Common stock shares reserved for future issuance (in shares) | 13,970,000 | |
Available for future stock option and restricted stock units and grants | 2021 Plan | ||
Common stock shares reserved for future issuance (in shares) | 45,000,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Share-based Compensation Arrangements by Share-based Payment Award (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 25,797 | $ 588 |
Cost of revenue | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 2,039 | 0 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 1,882 | 0 |
Sales and marketing | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 458 | 0 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 21,418 | $ 588 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | ||||||||
Jan. 19, 2022 $ / shares shares | Feb. 28, 2022 shares | Mar. 31, 2022 USD ($) vote $ / shares shares | Jan. 31, 2022 $ / shares shares | Jan. 18, 2022 shares | Jan. 01, 2022 shares | Dec. 31, 2021 $ / shares shares | Mar. 31, 2021 shares | Jan. 31, 2021 $ / shares | Mar. 31, 2020 $ / shares shares | |
Common stock, shares authorized (in shares) | 10,000,000,000 | 10,000,000,000 | ||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.0001 | $ 0.0001 | |||||||
Voting rights per share | vote | 1 | |||||||||
Warrants outstanding (in shares) | 14,900,000 | |||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 11.5 | |||||||||
Common stock, exchange ratio | 1.6001528688 | |||||||||
SPAC vesting shares (in shares) | 1,700,000 | |||||||||
Issuances of common stock- vendor settlement (in shares) | 1,600,000 | |||||||||
Issuance period | 10 years | |||||||||
Common stock shares reserved for future issuance (in shares) | 14,000,000 | |||||||||
Number of common shares available for grant, outstanding (in shares) | 128,800,000 | |||||||||
Common shares purchased for award (in shares) | 31,900,000 | |||||||||
Weighted average price of shares purchased (in shares) | $ / shares | $ 8.76 | |||||||||
Options remaining contractual term | 8 years 7 months 6 days | |||||||||
Option, unrecognized share-based compensation expense | $ | $ 141.8 | |||||||||
Conversion of XPDI's Common Stock to New Core Common Stock | ||||||||||
Recapitalization transaction, conversion ratio | 1 | |||||||||
Common Stock [Member] | ||||||||||
Issuances of common stock- Merger with XPDI (in shares) | 30,800,000 | |||||||||
Stock options | ||||||||||
Share-based compensation, award expiration period | 10 years | |||||||||
Period for recognition | 3 years 8 months 12 days | |||||||||
Restricted Stock Units and Restricted Awards | ||||||||||
Nonvested RSUs (in shares) | 96,900,000 | |||||||||
RSUs and RSAs, unrecognized share-based compensation expense | $ | $ 768.7 | |||||||||
Share-based payment arrangement, cost expected to be recognized | $ | $ 34.4 | |||||||||
Period for recognition | 3 years 3 months 18 days | |||||||||
Share-based payment arrangement, cost not expected to be recognized | $ | $ 734.3 | |||||||||
Restricted Stock Units (RSUs) | ||||||||||
Share-based compensation, number of shares authorized (in shares) | 1,400,000 | |||||||||
Restricted stock units granted in period (in shares) | 11,900,000 | |||||||||
Restricted stock units grant-date fair value (in dollars per share) | $ / shares | $ 9.54 | |||||||||
Minimum [Member] | ||||||||||
Share-based compensation, award vesting period | 1 year | |||||||||
Maximum [Member] | Stock options | ||||||||||
Share-based compensation, award expiration period | 10 years | |||||||||
2018 Plan | ||||||||||
Share-based compensation, number of shares authorized (in shares) | 132,000,000 | |||||||||
Common stock shares reserved for future issuance (in shares) | 132,013,000 | |||||||||
2018 Plan | Stock options | ||||||||||
Common stock shares reserved for future issuance (in shares) | 24,610,000 | |||||||||
2021 Plan | ||||||||||
Share-based compensation, number of shares authorized (in shares) | 45,000,000 | |||||||||
Common stock shares reserved for future issuance (in shares) | 45,000,000 | |||||||||
2021 Plan | Stock options | ||||||||||
Common stock shares reserved for future issuance (in shares) | 0 | |||||||||
Stockholder Loan Warrants | ||||||||||
Warrants outstanding (in shares) | 200,000 | 200,000 | ||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 4.21 | $ 4.21 | ||||||||
Public Warrants | Power Digital Infrastructure Acquisition Corp [Member] | ||||||||||
Warrants outstanding (in shares) | 8,600,000 | |||||||||
Private Placement Warrants [Member] | ||||||||||
Warrants outstanding (in shares) | 6,300,000 | |||||||||
Private Placement Warrants [Member] | Power Digital Infrastructure Acquisition Corp [Member] | ||||||||||
Warrants outstanding (in shares) | 6,300,000 | |||||||||
Executive Notes Warrants [Member] | ||||||||||
Warrants outstanding (in shares) | 6,400,000 | |||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.84 | |||||||||
Class of warrant or right, warrants exercised | 3,200,000 | |||||||||
Issuance of common stock - exercise of warrants (in shares) | 2,900,000 | |||||||||
Service Providers Warrants [Member] | ||||||||||
Warrants outstanding (in shares) | 200,000 | |||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 4.27 | |||||||||
Class of warrant or right, warrants exercised | 200,000 | |||||||||
Issuance of common stock - exercise of warrants (in shares) | 100,000 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense | $ 42,406 | $ 0 |
Effective income tax rate | (10.00%) | 0% |
Income Taxes (Details) - Addit
Income Taxes (Details) - Additional Information - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Line Items] | ||
Discrete tax expense | $ 7,300,000 | $ 0 |
Income tax expense | $ 42,406,000 | $ 0 |
Estimated annual effective income tax rate without discrete items | 8.30% | 0% |
Effective income tax rate reconciliation, fair value adjustment on debt instrument | 15.80% | |
Effective income tax rate reconciliation, change in deferred tax assets valuation allowance | 9.90% | 24.10% |
Effective income tax rate reconciliation, nondeductible expense, interest expense | 2.20% | |
Effective income tax rate reconciliation, nondeductible expense, employee cost | 1.50% | |
Effective income tax rate reconciliation, nondeductible expense, other | 0.10% | |
Effective income tax rate reconciliation, other permanent differences | 3.10% |
Net (Loss) Income Attributabl_3
Net (Loss) Income Attributable to Common Stockholders - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net (loss) income | $ (466,204) | $ 6,849 |
Weighted average shares outstanding - basic | 307,475 | 157,786 |
Add: Dilutive share-based compensation awards | 0 | 18,178 |
Weighted average shares outstanding - diluted | 307,475 | 175,964 |
Net (loss) income per share - basic | $ (1.52) | $ 0.04 |
Net (loss) income per share - diluted | $ (1.52) | $ 0.04 |
Net (Loss) Income Attributabl_4
Net (Loss) Income Attributable to Common Stockholders - Narrative (Details) | Jan. 19, 2022 $ / shares |
Earnings Per Share [Abstract] | |
Convertible debt, conversion price (in dollars per share) | $ 8 |
Common stock, exchange ratio | 1.6001528688 |
Net (Loss) Income Attributabl_5
Net (Loss) Income Attributable to Common Stockholders - Schedule of Antidilutive Securities Excluded from Computation of Earnings (Loss) Per Share (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of net loss per share (in shares) | 215,100 | 61,452 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of net loss per share (in shares) | 31,942 | 0 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of net loss per share (in shares) | 18,284 | 0 |
Restricted stock and restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of net loss per share (in shares) | 96,900 | 61,452 |
Convertible Notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of net loss per share (in shares) | 66,249 | 0 |
SPAC vesting shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of net loss per share (in shares) | 1,725 | 0 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Revenue and Gross Profit by Reporting Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 192,519 | $ 54,246 |
Cost of revenue | 122,516 | 39,713 |
Gross profit | 70,003 | 14,533 |
Hosting Service | ||
Segment Reporting Information [Line Items] | ||
Cost of revenue | 31,231 | 11,829 |
Equipment Sales | ||
Segment Reporting Information [Line Items] | ||
Cost of revenue | 22,535 | 26,231 |
Digital asset mining income | ||
Segment Reporting Information [Line Items] | ||
Cost of revenue | 68,750 | 1,653 |
Equipment Sales and Hosting Segment | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenue | 59,519 | 44,618 |
Cost of revenue | 53,766 | 38,060 |
Gross profit | 5,753 | 6,558 |
Equipment Sales and Hosting Segment | Hosting Service | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenue | 33,214 | 12,692 |
Cost of revenue | 31,231 | 11,829 |
Equipment Sales and Hosting Segment | Equipment Sales | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenue | 26,305 | 31,926 |
Cost of revenue | 22,535 | 26,231 |
Mining Segment | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenue | 133,000 | 9,628 |
Cost of revenue | 68,750 | 1,653 |
Gross profit | 64,250 | 7,975 |
Mining Segment | Digital asset mining income | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 133,000 | $ 9,628 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 USD ($) segment | Mar. 31, 2021 USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of operating segments | segment | 2 | |
Mining Segment | ||
Segment Reporting Information [Line Items] | ||
Cost of revenue, depreciation expense | $ 39.4 | $ 0.8 |
Operating Segments | Equipment Sales and Hosting Segment | ||
Segment Reporting Information [Line Items] | ||
Cost of revenue, depreciation expense | $ 2.2 | $ 1.8 |
Segment Reporting -Schedule of
Segment Reporting -Schedule of Customer Concentration Risk (Details) - Customer Concentration Risk - Revenue from Contract with Customer, Segment Benchmark | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
A | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 12% | |
A | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 39% | |
B | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 42% | |
B | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 51% | |
Blockcap | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 21% | |
Blockcap | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 25% |
Segment Reporting - Reconciliat
Segment Reporting - Reconciliation of Reportable Segment Gross Profit to Loss Before Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Reporting [Abstract] | ||
Gross Profit | $ 70,003 | $ 14,533 |
Gain from sales of digital assets | 2,163 | 30 |
Impairments of digital assets | (53,985) | 0 |
Operating expenses: | ||
Research and development | 3,340 | 1,208 |
Sales and marketing | 1,398 | 534 |
General and administrative | 40,160 | 3,795 |
Total operating expenses | 44,898 | 5,537 |
Operating (loss) income | (26,717) | 9,026 |
Non-operating expenses, net: | ||
Loss on debt extinguishment and other | 0 | 42 |
Interest expense, net | 21,676 | 2,135 |
Other non-operating (income), net | (357) | 0 |
Fair value adjustments on convertible notes | 386,037 | 0 |
Fair value adjustments on derivative warrant liabilities | (10,275) | 0 |
Total non-operating expense, net | 397,081 | 2,177 |
(Loss) income before income taxes | (423,798) | 6,849 |
Income tax expense | 42,406 | 0 |
Net (loss) income | $ (466,204) | $ 6,849 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Related Party Transactions (Details) [Line Items] | |||
Accounts receivable from related parties | $ 342 | $ 300 | |
Affiliated Entity | Directors and Executives | |||
Related Party Transactions (Details) [Line Items] | |||
Accounts receivable from related parties | 300 | $ 300 | |
Affiliated Entity | Directors and Executives | Hosting Service | |||
Related Party Transactions (Details) [Line Items] | |||
Revenue from related parties | 5,900 | $ 4,300 | |
Affiliated Entity | Directors and Executives | Equipment Sales | |||
Related Party Transactions (Details) [Line Items] | |||
Revenue from related parties | 25,900 | 7,900 | |
Affiliated Entity | Chief Executive Officer | |||
Related Party Transactions (Details) [Line Items] | |||
Payable to related party | 300 | ||
Related party transactions, reimbursement | $ 500 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
May 31, 2022 | Apr. 30, 2022 | Mar. 31, 2022 | Oct. 31, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | May 06, 2022 | |
Subsequent Event [Line Items] | |||||||||
Cash severance benefits to be paid, base salary term | 3 months | ||||||||
Bremer | Equipment Loan | |||||||||
Subsequent Event [Line Items] | |||||||||
Proceeds from lines of credit | $ 4,800,000 | $ 15,200,000 | |||||||
Effective interest rate | 5.60% | ||||||||
Debt instrument, term | 60 months | ||||||||
Mass Mutual Barings | Equipment Loan | |||||||||
Subsequent Event [Line Items] | |||||||||
Proceeds from lines of credit | $ 30,000,000 | ||||||||
Effective interest rate | 9.80% | 9.80% | |||||||
Debt instrument, term | 36 months | ||||||||
Sponsor [Member] | Former CFO | |||||||||
Subsequent Event [Line Items] | |||||||||
Cash severance benefits to be paid | $ 75,000 | ||||||||
Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Finance lease liability, additional amount | $ 800,000 | ||||||||
Estimated goodwill impairment | $ 800,000,000 | $ 800,000,000 | |||||||
Subsequent Event | Restricted Stock Units (RSUs) | Former CFO | |||||||||
Subsequent Event [Line Items] | |||||||||
Nonvested RSUs (in shares) | 1,200,000 | ||||||||
Additional number of RSU (in shares) | 200,000 | ||||||||
Subsequent Event | Equipment Loan | |||||||||
Subsequent Event [Line Items] | |||||||||
Proceeds from lines of credit | $ 11,000,000 | ||||||||
Effective interest rate | 10.60% | ||||||||
Debt instrument, term | 24 months | ||||||||
Subsequent Event | Bridge Loan | B. Riley Financial, Inc. | |||||||||
Subsequent Event [Line Items] | |||||||||
Proceeds from lines of credit | $ 75,000,000 | ||||||||
Effective interest rate | 7% | ||||||||
Subsequent Event | Finance Lease Obligation | |||||||||
Subsequent Event [Line Items] | |||||||||
Finance lease, interest rate | 7.70% | ||||||||
Finance lease, liability, term | 36 months | ||||||||
Subsequent Event | Bremer | Equipment Loan | |||||||||
Subsequent Event [Line Items] | |||||||||
Proceeds from lines of credit | $ 700,000 | ||||||||
Subsequent Event | Mass Mutual Barings | Equipment Loan | |||||||||
Subsequent Event [Line Items] | |||||||||
Proceeds from lines of credit | $ 39,600,000 |