Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 27, 2024 | |
Document and Entity Information | ||||
Document Type | 10-KT | |||
Document Annual Report | false | |||
Document Period Start Date | Jul. 01, 2023 | |||
Document Period End Date | Dec. 31, 2023 | |||
Document Transition Report | true | |||
Entity File Number | 001-41864 | |||
Entity Registrant Name | Hut 8 Corp. | |||
Entity Incorporation, State or Country Code | DE | |||
Entity Tax Identification Number | 92-2056803 | |||
Entity Address, Address Line One | 1101 Brickell Avenue, Suite 1500 | |||
Entity Address, City or Town | Miami | |||
Entity Address State Or Province | FL | |||
Entity Address, Postal Zip Code | 33131 | |||
City Area Code | 305 | |||
Local Phone Number | 224-6427 | |||
Title of 12(b) Security | Common Stock, par value $0.01 per share | |||
Trading Symbol | HUT | |||
Security Exchange Name | NASDAQ | |||
Entity Well-known Seasoned Issuer | No | |||
Entity Voluntary Filers | No | |||
Entity Current Reporting Status | Yes | |||
Entity Interactive Data Current | Yes | |||
Entity Filer Category | Non-accelerated Filer | |||
Entity Small Business | false | |||
Entity Emerging Growth Company | true | |||
Entity Ex Transition Period | true | |||
ICFR Auditor Attestation Flag | false | |||
Document Financial Statement Error Correction [Flag] | false | |||
Entity Shell Company | false | |||
Entity Public Float | $ 777,787 | |||
Entity Common Stock, Shares Outstanding | 89,237,253 | |||
Entity Central Index Key | 0001964789 | |||
Current Fiscal Year End Date | --12-31 | |||
Document Fiscal Year Focus | 2023 | |||
Document Fiscal Period Focus | FY | |||
Amendment Flag | false | |||
Auditor Name | Raymond Chabot Grant Thornton LLP | RSM US LLP | RSM US LLP | |
Auditor Location | Montréal, Canada | Boston, Massachusetts | Boston, Massachusetts | |
Auditor Firm ID | 1232 | 49 | 49 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 04, 2020 |
Current assets | ||||||
Cash and cash equivalents | $ 30,504 | $ 10,379 | $ 6,707 | $ 21,067 | ||
Restricted cash | 453 | |||||
Accounts receivable, net | 3,336 | 636 | 110 | 1,168 | ||
Deposits and prepaid expenses | 18,457 | 7,504 | 16,923 | 13,998 | ||
Digital assets - held in custody | 851 | 751 | 847 | $ 3,018 | ||
Digital assets - held in custody | 4,963 | |||||
Equipment held for sale | 3,907 | |||||
Total current assets | 61,620 | 19,370 | 24,491 | 37,080 | ||
Non-current assets | ||||||
Digital assets - held in custody | 282,997 | |||||
Digital assets - pledged as collateral | 100,550 | |||||
Property and equipment, net | 118,069 | 70,719 | 75,906 | 117,258 | ||
Operating lease right-of-use asset | 14,534 | 536 | 623 | 2,350 | ||
Deposits and prepaid expenses | 5,540 | 254 | 68,597 | 88,337 | ||
Investment in unconsolidated joint venture | 82,656 | 93,583 | 100,169 | |||
Intangible assets, net | 17,279 | 5,535 | 4,427 | |||
Goodwill | 57,595 | |||||
Total non-current assets | 679,220 | 170,627 | 249,722 | 207,945 | ||
Total assets | 740,840 | 189,997 | 274,213 | 245,025 | ||
Current liabilities | ||||||
Accounts payable and accrued expenses | 43,757 | 7,611 | 7,604 | 7,610 | ||
Deferred revenue | 2,700 | 1,031 | 2,617 | 14,839 | ||
Operating lease liability, current portion | 1,226 | 395 | 378 | 496 | ||
Finance lease liability, current portion | 748 | |||||
Loans payable | 64,127 | 1,299 | 95,355 | 77,215 | ||
Total current liabilities | 112,558 | 10,336 | 105,954 | 100,160 | ||
Non-current liabilities | ||||||
Operating lease liability, less current portion | 13,736 | 943 | 1,144 | 1,907 | ||
Finance lease liability, less current portion | 661 | |||||
Loans payable, less current portion | 123,320 | 149,891 | 156,213 | 51,061 | ||
Deposit liability | 2,317 | 125 | 1,322 | |||
Deferred tax liabilities | 609 | 1,454 | 1,164 | 2,972 | ||
Total liabilities | 253,201 | 162,624 | 264,600 | 157,422 | ||
Commitments and contingencies | ||||||
Stockholders' equity | ||||||
Preferred stock, $0.01 par value; 25,000,000 shares authorized; no shares issued and outstanding as of December 31, 2023, June 30, 2023, and June 30, 2022, respectively | ||||||
Common stock, $0.01 par value; 1,000,000,000 shares authorized; 88,962,964, 43,193,201, and 41,464,335 shares issued and outstanding as of December 31, 2023, June 30, 2023, and June 30 2022, respectively | 889 | 432 | 415 | 415 | ||
Additional paid-in capital | 576,241 | 133,439 | 131,338 | 128,075 | ||
Accumulated deficit | (100,252) | (106,498) | (122,140) | (40,887) | ||
Accumulated other comprehensive income | 10,761 | |||||
Total stockholders' equity | 487,639 | 27,373 | 9,613 | 87,603 | $ 35,871 | $ 0 |
Total liabilities and stockholders' equity | $ 740,840 | $ 189,997 | $ 274,213 | $ 245,025 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Nov. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 01, 2022 | Jun. 30, 2022 |
Condensed Consolidated Balance Sheets | ||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.00001 | $ 0.01 | ||
Preferred Stock, Shares Authorized | 25,000,000 | 25,000,000 | 25,000,000 | |||
Preferred stock, shares issued | 0 | 0 | 0 | 0 | ||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | |||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.00001 | $ 0.01 | ||
Common Stock, Shares Authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | |||
Common Stock, Shares, Issued | 88,962,964 | 43,193,201 | 41,469,204 | 41,464,335 | ||
Common Stock, Shares, Outstanding | 88,962,964 | 88,550,105 | 43,193,201 | 41,464,335 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) | 6 Months Ended | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue: | |||||
Total revenue | $ 60,605,000 | $ 45,985,000 | $ 4,272,000 | $ 82,160,000 | $ 73,730,000 |
Cost of revenue (exclusive of depreciation and amortization shown below): | |||||
Total cost of revenue | 34,302,000 | 27,768,000 | 1,464,000 | 43,112,000 | 25,783,000 |
Operating expenses: | |||||
Depreciation and amortization | 10,620,000 | 11,811,000 | 391,000 | 18,779,000 | 11,591,000 |
General and administrative expenses | 37,551,000 | 10,609,000 | 12,144,000 | 27,344,000 | 31,325,000 |
Gains on digital asset | 32,626,000 | 0 | 0 | 0 | 0 |
Loss on sale of property and equipment | 443,000 | 0 | 0 | 445,000 | 0 |
Realized gain on sale of digital assets | 0 | (2,201,000) | 0 | (4,577,000) | (5,455,000) |
Impairment of digital assets | 0 | 2,272,000 | 1,254,000 | 3,703,000 | 30,301,000 |
Impairment of long-lived assets | 0 | 63,574,000 | 0 | 63,574,000 | 0 |
Legal settlement | 0 | 0 | 0 | (1,531,000) | 0 |
Total operating expenses | 15,988,000 | 86,065,000 | 13,789,000 | 107,737,000 | 67,762,000 |
Operating income (loss) | 10,315,000 | (67,848,000) | (10,981,000) | (68,689,000) | (19,815,000) |
Other (expense) income: | |||||
Foreign exchange gain | 1,002,000 | 0 | 0 | 0 | 0 |
Interest expense | (11,703,000) | (14,703,000) | (200,000) | (27,935,000) | (6,919,000) |
Gain on debt extinguishment | 0 | 0 | 0 | 23,683,000 | 0 |
Equity in earnings (losses) of unconsolidated joint venture | 6,173,000 | (510,000) | 0 | 6,132,000 | 0 |
Total other (expense) income | (4,528,000) | (15,213,000) | (200,000) | 1,880,000 | (6,919,000) |
Net income (loss) before taxes | 5,787,000 | (83,061,000) | (11,181,000) | (66,809,000) | (26,734,000) |
Income tax benefit (provision) | 421,000 | 1,808,000 | 2,097,000 | 1,198,000 | (5,069,000) |
Net income (loss) | $ 6,208,000 | $ (81,253,000) | $ (9,084,000) | $ (65,611,000) | $ (31,803,000) |
Net income (loss) per common share: | |||||
Basic net income (loss) per share | $ 0.12 | $ (2.02) | $ (0.42) | $ (1.58) | $ (0.94) |
Diluted net income (loss) per share | $ 0.11 | $ (2.02) | $ (0.42) | $ (1.58) | $ (0.94) |
Weighted average number of common shares outstanding: | |||||
Basic weighted average number of shares outstanding | 51,268,013 | 40,134,586 | 21,452,996 | 41,471,593 | 33,900,145 |
Diluted weighted average number of shares outstanding | 55,272,610 | 40,134,586 | 21,452,996 | 41,471,593 | 33,900,145 |
Net income (loss) | $ 6,208,000 | $ (81,253,000) | $ (9,084,000) | $ (65,611,000) | $ (31,803,000) |
Other comprehensive income: | |||||
Foreign currency translation adjustments | 10,761,000 | 0 | 0 | 0 | 0 |
Total comprehensive income (loss) | 16,969,000 | (81,253,000) | (9,084,000) | (65,611,000) | (31,803,000) |
Digital Assets Mining | |||||
Revenue: | |||||
Total revenue | 41,477,000 | 25,744,000 | 4,272,000 | 49,247,000 | 68,164,000 |
Cost of revenue (exclusive of depreciation and amortization shown below): | |||||
Total cost of revenue | 26,508,000 | 23,193,000 | 1,464,000 | 38,601,000 | 23,361,000 |
Managed Services | |||||
Revenue: | |||||
Total revenue | 12,595,000 | 2,600,000 | 0 | 12,798,000 | 0 |
Cost of revenue (exclusive of depreciation and amortization shown below): | |||||
Total cost of revenue | 3,366,000 | 1,063,000 | 0 | 975,000 | 0 |
High Performance Computing - Colocation and Cloud | |||||
Revenue: | |||||
Total revenue | 1,138,000 | 0 | 0 | 0 | 0 |
Cost of revenue (exclusive of depreciation and amortization shown below): | |||||
Total cost of revenue | 655,000 | 0 | 0 | 0 | 0 |
Other | |||||
Revenue: | |||||
Total revenue | 5,395,000 | 17,641,000 | 0 | 20,115,000 | 5,566,000 |
Cost of revenue (exclusive of depreciation and amortization shown below): | |||||
Total cost of revenue | $ 3,773,000 | $ 3,512,000 | $ 0 | $ 3,536,000 | $ 2,422,000 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Preferred Stock Series A Preferred Stock Legacy USBTC Previously Reported | Preferred Stock Series A Preferred Stock Legacy USBTC Retroactive application of recapitalization | Preferred Stock Series A Preferred Stock Legacy USBTC | Preferred Stock Series B Preferred Stock Legacy USBTC Previously Reported | Preferred Stock Series B Preferred Stock Legacy USBTC Retroactive application of recapitalization | Preferred Stock Series B Preferred Stock Legacy USBTC | Preferred Stock Series B-1 Preferred Stock Legacy USBTC Previously Reported | Preferred Stock Series B-1 Preferred Stock Legacy USBTC Retroactive application of recapitalization | Preferred Stock Series B-1 Preferred Stock Legacy USBTC | Common Stock Series B Preferred Stock Legacy USBTC | Common Stock Series B-1 Preferred Stock Legacy USBTC | Common Stock Retroactive application of recapitalization | Common Stock | Additional Paid-in Capital Series B Preferred Stock Legacy USBTC | Additional Paid-in Capital Series B-1 Preferred Stock Legacy USBTC | Additional Paid-in Capital Retroactive application of recapitalization | Additional Paid-in Capital | Accumulated Deficit Cumulative effect of adjustment | Accumulated Deficit | Equity Adjustment from Foreign Currency Translation | Series B Preferred Stock Legacy USBTC | Series B-1 Preferred Stock Legacy USBTC | Retroactive application of recapitalization | Cumulative effect of adjustment | Total |
Beginning Balance at Dec. 04, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||||||||||
Beginning Balance (in Shares) at Dec. 04, 2020 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
Issuance of common stock | $ 5,000 | $ (5,000) | $ 11 | 4,989 | 5,000 | ||||||||||||||||||||
Issuance of common stock (in shares) | 1,571,250 | (1,571,250) | 1,055,247 | ||||||||||||||||||||||
Issuance of stock | $ 19,648 | $ (19,648) | $ 41 | 19,607 | 19,648 | ||||||||||||||||||||
Issuance of stock (in Shares) | 6,174,000 | (6,174,000) | 4,146,442 | ||||||||||||||||||||||
Issuance of Common stock converted to Series A Preferred Stock | $ 163 | 9,648 | 9,811 | ||||||||||||||||||||||
Issuance of Common stock converted to Series A Preferred Stock (in shares) | 16,339,333 | ||||||||||||||||||||||||
Issuance of common stock - stock option exercises - net of retroactive application of recapitalization | $ 101 | 10,395 | 10,496 | ||||||||||||||||||||||
Issuance of common stock - stock option exercises - net of retroactive application of recapitalization (in shares) | 10,106,064 | ||||||||||||||||||||||||
Net income (loss) | (9,084) | (9,084) | |||||||||||||||||||||||
Ending Balance at Jun. 30, 2021 | $ 316 | 44,639 | (9,084) | 35,871 | |||||||||||||||||||||
Ending Balance (in Shares) at Jun. 30, 2021 | 31,647,086 | ||||||||||||||||||||||||
Recission of preferred stock | $ (100) | $ 100 | (100) | (100) | |||||||||||||||||||||
Recission of preferred stock (in shares) | (31,500) | 31,500 | (21,155) | ||||||||||||||||||||||
Issuance of stock | $ 61,067 | $ (61,067) | $ 12,537 | $ (12,537) | $ 67 | $ 5 | $ 61,000 | $ 12,532 | $ 61,067 | $ 12,537 | |||||||||||||||
Issuance of stock (in Shares) | 10,000,000 | (10,000,000) | 793,250 | (793,250) | 6,715,973 | 532,744 | |||||||||||||||||||
Transfer of shares subject to registration to permanent equity - net of retroactive application of recapitalization | $ 4 | 500 | $ 504 | ||||||||||||||||||||||
Transfer of shares subject to registration to permanent equity - net of retroactive application of recapitalization (in shares) | 440,736 | 440,736 | |||||||||||||||||||||||
Transfer of shares subject to registration to permanent equity | $ 351 | $ (351) | $ 1 | 350 | $ 351 | ||||||||||||||||||||
Transfer of shares subject to registration to permanent equity (in shares) | 110,250 | (110,250) | 74,043 | ||||||||||||||||||||||
Cancellation of restricted stock award - net of retroactive application of recapitalization (in shares) | (167,900) | (167,900) | |||||||||||||||||||||||
Issuance of common stock - stock option exercises - net of retroactive application of recapitalization | $ 22 | 9,154 | $ 9,176 | ||||||||||||||||||||||
Issuance of common stock - stock option exercises - net of retroactive application of recapitalization (in shares) | 2,242,808 | 2,242,808 | |||||||||||||||||||||||
Foreign currency translation adjustments | $ 0 | ||||||||||||||||||||||||
Net income (loss) | (31,803) | (31,803) | |||||||||||||||||||||||
Ending Balance at Jun. 30, 2022 | $ 415 | 128,075 | (40,887) | 87,603 | |||||||||||||||||||||
Ending Balance (in Shares) at Jun. 30, 2022 | 41,464,335 | ||||||||||||||||||||||||
Issuance of common stock - stock option exercises - net of retroactive application of recapitalization | $ 3,263 | $ 3,263 | |||||||||||||||||||||||
Issuance of common stock - stock option exercises - net of retroactive application of recapitalization (in shares) | 4,869 | ||||||||||||||||||||||||
Foreign currency translation adjustments | 0 | ||||||||||||||||||||||||
Net income (loss) | (81,253) | (81,253) | |||||||||||||||||||||||
Ending Balance at Dec. 31, 2022 | $ 415 | 131,338 | (122,140) | 9,613 | |||||||||||||||||||||
Ending Balance (in Shares) at Dec. 31, 2022 | 41,469,204 | ||||||||||||||||||||||||
Beginning Balance at Jun. 30, 2022 | $ 415 | 128,075 | (40,887) | 87,603 | |||||||||||||||||||||
Beginning Balance (in Shares) at Jun. 30, 2022 | 41,464,335 | ||||||||||||||||||||||||
Issuance of common stock | $ 20 | 750 | $ 770 | ||||||||||||||||||||||
Issuance of common stock (in shares) | 1,987,936 | ||||||||||||||||||||||||
Issuance of stock (in Shares) | 1,987,936 | ||||||||||||||||||||||||
Cancellation of restricted stock award - net of retroactive application of recapitalization | $ (10) | 651 | $ 641 | ||||||||||||||||||||||
Cancellation of restricted stock award - net of retroactive application of recapitalization (in shares) | (968,388) | (968,388) | |||||||||||||||||||||||
Issuance of common stock - stock option exercises - net of retroactive application of recapitalization | $ 7 | 3,963 | $ 3,970 | ||||||||||||||||||||||
Issuance of common stock - stock option exercises - net of retroactive application of recapitalization (in shares) | 709,318 | 709,318 | |||||||||||||||||||||||
Foreign currency translation adjustments | $ 0 | ||||||||||||||||||||||||
Net income (loss) | (65,611) | (65,611) | |||||||||||||||||||||||
Ending Balance at Jun. 30, 2023 | $ 432 | 133,439 | (106,498) | 27,373 | |||||||||||||||||||||
Ending Balance (in Shares) at Jun. 30, 2023 | 43,193,201 | ||||||||||||||||||||||||
Beginning Balance at Dec. 31, 2022 | $ 415 | 131,338 | (122,140) | 9,613 | |||||||||||||||||||||
Beginning Balance (in Shares) at Dec. 31, 2022 | 41,469,204 | ||||||||||||||||||||||||
Ending Balance at Jun. 30, 2023 | $ 432 | 133,439 | (106,498) | 27,373 | |||||||||||||||||||||
Ending Balance (in Shares) at Jun. 30, 2023 | 43,193,201 | ||||||||||||||||||||||||
Issuance of common stock for the replacement of cancelled restricted stock awards - net of retroactive application of recapitalization | $ 10 | 7,805 | $ 7,815 | ||||||||||||||||||||||
Issuance of common stock for the replacement of cancelled restricted stock awards - net of retroactive application of recapitalization (in shares) | 968,388 | 968,388 | |||||||||||||||||||||||
Issuance of common stock - stock option exercises - net of retroactive application of recapitalization | $ 16 | 16 | $ 16 | $ 16 | |||||||||||||||||||||
Issuance of common stock - stock option exercises - net of retroactive application of recapitalization (in shares) | 42,508 | 42,508 | |||||||||||||||||||||||
Shares issued in the Business Combination | $ 443 | 430,578 | 431,021 | ||||||||||||||||||||||
Shares issued in the Business Combination (in shares) | 44,346,008 | ||||||||||||||||||||||||
Warrants assumed in the Merger | 6 | 6 | |||||||||||||||||||||||
Issuance of common stock - restricted stock unit settlements | $ 4 | (4) | |||||||||||||||||||||||
Issuance of common stock - restricted stock unit settlements (in shares) | 412,859 | ||||||||||||||||||||||||
Stock-based compensation | 4,401 | 4,401 | |||||||||||||||||||||||
Foreign currency translation adjustments | 10,761 | 10,761 | |||||||||||||||||||||||
Net income (loss) | 6,208 | 6,208 | |||||||||||||||||||||||
Ending Balance (ASU 2023-08) at Dec. 31, 2023 | $ 38 | $ 38 | |||||||||||||||||||||||
Ending Balance at Dec. 31, 2023 | $ 889 | $ 576,241 | $ (100,252) | $ 10,761 | $ 487,639 | ||||||||||||||||||||
Ending Balance (in Shares) at Dec. 31, 2023 | 88,962,964 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Parentheticals) | Sep. 01, 2022 | Nov. 30, 2023 shares |
Stock split ratio | 250 | |
USBTC | ||
Shares received for each share of acquiree entity | 0.6716 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities | ||||
Net loss | $ 6,208,000 | $ (9,084,000) | $ (65,611,000) | $ (31,803,000) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||
Depreciation and amortization | 10,620,000 | 391,000 | 18,779,000 | 11,591,000 |
Impairment of long-lived assets | 0 | 0 | 63,574,000 | 0 |
Amortization of right-of-use assets | 208,000 | 106,000 | 296,000 | 402,000 |
Non-cash lease expense | 185,000 | 23,000 | 127,000 | 153,000 |
Stock-based compensation | 12,216,000 | 10,496,000 | 4,611,000 | 9,176,000 |
Equity in earnings (losses) of unconsolidated joint venture | (6,173,000) | 0 | (6,132,000) | 0 |
Distributions of earnings from unconsolidated joint venture | 17,100,000 | 0 | 11,750,000 | 0 |
Digital Assets Mining revenue | (41,477,000) | (4,272,000) | (49,247,000) | (68,164,000) |
Hosting revenue received in digital assets | (2,027,000) | 0 | 0 | 0 |
Gains on digital assets | (32,626,000) | 0 | 0 | 0 |
Impairment of digital assets | 0 | 1,254,000 | 3,703,000 | 30,301,000 |
Realized gain on sale of digital assets | 0 | 0 | (4,577,000) | (5,455,000) |
Deferred tax assets and liabilities | (845,000) | (2,097,000) | (1,518,000) | 5,069,000 |
Gain on debt extinguishment | 0 | 0 | (23,683,000) | 0 |
Foreign exchange gain | (1,338,000) | 0 | 0 | 0 |
Amortization of debt discount | 3,649,000 | 0 | 3,551,000 | 574,000 |
Loss on sale of property and equipment | 443,000 | 0 | 445,000 | 0 |
Paid-in-kind interest expense | 7,669,000 | 0 | 19,761,000 | 0 |
Changes in assets and liabilities: | ||||
Accounts receivable, net | (643,000) | 0 | 532,000 | (155,000) |
Deposits and prepaid expenses | (254,000) | (3,827,000) | 8,445,000 | (10,667,000) |
Accounts payable and accrued expenses | 3,934,000 | 1,830,000 | 1,531,000 | 420,000 |
Deferred revenue | 1,669,000 | 0 | (13,808,000) | 14,839,000 |
Operating lease liabilities | (456,000) | (113,000) | (544,000) | (518,000) |
Deposit liability | 2,317,000 | 0 | (1,322,000) | 1,322,000 |
Net cash used in operating activities | (19,621,000) | (5,293,000) | (29,337,000) | (42,915,000) |
Cash flows from investing activities | ||||
Proceeds from sale of digital assets | 0 | 50,030,000 | 44,351,000 | |
Proceeds from sale of digital assets | 41,548,000 | |||
Deposits on miners | 0 | (27,361,000) | (11,900,000) | (141,445,000) |
Purchases of property and equipment | (604,000) | (34,000) | (3,139,000) | (37,271,000) |
Proceeds from sale of property and equipment | 672,000 | 0 | 257,000 | 0 |
Investment in unconsolidated joint venture | 0 | 0 | (10,000,000) | 0 |
Net cash consideration for Business Combination | 23,031,000 | 0 | 0 | 0 |
Net cash provided by (used in) investing activities | 64,647,000 | (27,395,000) | 25,248,000 | (134,365,000) |
Cash flows from financing activities | ||||
Proceeds from loans payable | 0 | 4,620,000 | 14,240,000 | 130,708,000 |
Proceeds from notes payable - related parties | 0 | 1,250,000 | 0 | 0 |
Repayments of loans payable | (24,740,000) | (1,778,000) | (19,606,000) | (9,275,000) |
Repayments of notes payable - related parties | 0 | 0 | 0 | (1,250,000) |
Debt issuance costs paid | 0 | 0 | (1,233,000) | (2,058,000) |
Principal payments on finance lease | (60,000) | 0 | 0 | 0 |
Proceeds from the issuance of common stock | 0 | 9,811,000 | 0 | 0 |
Proceeds from the issuance of preferred stock | 0 | 24,648,000 | 0 | 73,787,000 |
Proceeds from the issuance of shares subject to registration | 0 | 855,000 | 0 | 0 |
Preferred stock offering costs paid | 0 | 0 | 0 | (183,000) |
Payments for preferred stock recission | 0 | 0 | 0 | (100,000) |
Proceeds from the issuance of common stock - stock option exercises | 16,000 | 0 | 0 | 0 |
Net cash provided by (used in) financing activities | (24,784,000) | 39,406,000 | (6,599,000) | 191,629,000 |
Effect of exchange rate changes on cash and cash equivalents | 336,000 | 0 | 0 | 0 |
Net (decrease) increase in cash | 20,578,000 | 6,718,000 | (10,688,000) | 14,349,000 |
Cash, and cash equivalents, beginning of period | 10,379,000 | 0 | 21,067,000 | 6,718,000 |
Cash, cash equivalents, and restricted cash, end of period | 30,957,000 | 6,718,000 | 10,379,000 | 21,067,000 |
Supplemental cash flow information: | ||||
Cash paid for interest | 454,000 | 113,000 | 5,542,000 | 6,837,000 |
Cash paid for income taxes | 700,000 | |||
Non-cash transactions | ||||
Reclassification of deposits and prepaid expenses to property and equipment | 7,283,000 | 73,189,000 | 79,491,000 | |
Loan payable assumed in investment in unconsolidated joint venture, at fair value | 95,101,000 | |||
Intangible assets assumed in investment in unconsolidated joint venture, at fair value | 5,900,000 | |||
Debt proceeds not yet received included in deposits and prepaid expenses | 5,485,000 | |||
Right-of-use assets obtained in exchange for operating lease liabilities | 1,470,000 | 596,000 | 2,262,000 | |
Reclassification of property, and equipment to other current assets | 189,000 | |||
Proceeds from sale of cryptocurrency in accounts receivable | 1,013,000 | |||
Cancellation of lease | 648,000 | |||
Mining revenue in accounts receivable, net | 292,000 | 212,000 | 125,000 | |
Property and equipment in accounts payable and accrued expenses | 7,095,000 | 11,000 | 386,000 | 5,350,000 |
Deposits and prepaid expenses in accounts payable and accrued expenses | 10,000 | |||
Common stock issued as part of debt restructuring | $ 770,000 | |||
Non-cash transfer of shares from temporary equity | $ 855,000 | |||
Non-cash transfer of shares to temporary equity | $ 855,000 | |||
Reclassification of property and equipment to equipment held for sale | 3,907,000 | |||
Assets acquired net of liabilities assumed on Business Combination, net of cash | 407,996,000 | |||
Cumulative effect upon adoption of ASU 2023-08 | 38,000 | |||
Issuance of common stock - restricted stock unit settlements | $ 4,000 |
Organization
Organization | 6 Months Ended |
Dec. 31, 2023 | |
Organization | |
Organization | Note 1. Organization Nature of operations and corporate information: Hut 8 Corp., which was incorporated in Delaware in January 2023, and its subsidiaries (collectively, the “Company”) are primarily in the business of the mining of digital assets with an operational focus on utilizing specialized equipment to solve complex computational problems to validate transactions on the Bitcoin blockchain and receiving Bitcoin in return for successful services. The Company operates six self-mining operations: Medicine Hat, Alberta; Drumheller, Alberta; Niagara Falls, New York; Kearney, Nebraska; Granbury, Texas; and McCamey, Texas. In addition to Digital Assets Mining, the other business lines for the Company include Managed Services, High Performance Computing – Colocation and Cloud, and Other (Hosting, Equipment Sales & Repairs). Business combination On November 30, 2023, U.S. Data Mining Group, Inc. dba US Bitcoin Corp, a Nevada corporation doing business as “US BITCOIN” (“USBTC”), and Hut 8 Mining Corp., a corporation existing under the laws of British Columbia (“Legacy Hut”), combined their business pursuant to a business combination agreement (the “Business Combination Agreement”) signed on February 6, 2023 by becoming wholly owned subsidiaries of a newly formed U.S. domiciled parent entity, named “Hut 8 Corp.” (“Hut 8” or the “Company”). The transaction (“Business Combination”) was accounted for under the acquisition method with USBTC identified as the accounting acquirer for financial statement reporting purposes. See Note 3. Business combination In connection with the Business Combination, USTBC changed its fiscal year end to December 31 from June 30, effective November 30, 2023. As a result, the Company’s results of operations, and all transactions impacting stockholder’s equity presented in this Annual Report are for the six months ended December 31, 2023, whereas its fiscal year 2023, 2022, and 2021 are for the twelve months ended June 30, unless otherwise noted. The results for the six months ended December 31, 2023 consists of 5 months of financial information for USBTC from July to November 2023, and 1 month of financial information for the combined Company for December 2023. Stock split On September 1, 2022, the board of directors of USBTC authorized a stock split of its common stock, par value $0.00001 per share and its preferred stock, par value $0.00001 per share, at a ratio of 250 -for-1. See Note 16. Stockholders’ equity for more detail. |
Basis of presentation, summary
Basis of presentation, summary of significant accounting policies and recent accounting pronouncements | 6 Months Ended |
Dec. 31, 2023 | |
Basis of presentation, summary of significant accounting policies and recent accounting pronouncements | |
Basis of presentation, summary of significant accounting policies and recent accounting pronouncements | Note 2. Basis of presentation, summary of significant accounting policies and recent accounting pronouncements Basis of presentation The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Significant accounting policies followed by the Company in the preparation of the accompanying Consolidated Financial Statements are summarized below. Principles of consolidation These Consolidated Financial Statements of the Company include the accounts of the Company and its wholly owned subsidiaries. Consolidated subsidiaries’ results are included from the date the subsidiary was formed or acquired. Intercompany balances and transactions have been eliminated in consolidation. Unconsolidated investments in which the Company does not have a controlling interest but does have significant influence are accounted for as equity method investments, with earnings recorded in other expense. These investments are included in long-term assets and the Company’s proportionate share of income or loss is included in other expense. Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. The reclassifications did not have a material impact on the Company’s Consolidated Financial Statements and related disclosures. The impact on any prior period disclosures was immaterial. Recent accounting pronouncements The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequences of the change to its Consolidated Financial Statements and assures that there are proper controls in place to ascertain that the Company’s Consolidated Financial Statements properly reflect the change. In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures In December 2023, the FASB issued ASU 2023-08, Intangibles - Goodwill and Other - Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets Accumulated deficit balance In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures On August 23, 2023, the FASB issued ASU No. 2023-05, Business Combinations - Joint Venture Formations Recognition and Initial Measurement Use of estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment. Actual results inevitably will differ from those estimates, and such differences may be material to the financial statements. The most significant accounting estimates inherent in the preparation of the Company’s financial statements include estimates associated with revenue recognition, determining the useful lives and recoverability of long-lived assets, impairment analysis of finite-lived intangibles, goodwill and digital assets, stock-based compensation, and current and deferred income tax assets (including the associated valuation allowance) and liabilities. Cash Cash includes cash on hand and demand deposits placed with banks or other financial institutions, which are unrestricted as to withdrawal or use. The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. As of December 31, 2023, June 30, 2023 and June 30, 2022, the Company had no cash equivalents. Periodically, the Company may maintain deposits in financial institutions in excess of government insured limits. Management believes that the Company is not exposed to significant credit risk as the Company’s deposits are held at financial institutions that management believes to be of high credit quality. The Company has not experienced any losses on these deposits. Restricted cash Restricted cash as of December 31, 2023, principally represented those cash balances that support commercial letters of credit and are restricted from withdrawal. Accounts receivable Accounts receivable consists of amounts due from the Company’s managed services, hosting, and HPC customers. The Company records accounts receivable at the invoiced amount less an allowance for any potentially uncollectable accounts under the current expected credit loss (“CECL”) impairment model and presents the net amount of the financial instrument expected to be collected. The CECL impairment model requires an estimate of expected credit losses, measured over the contractual life of an instrument, that considers forecasts of future economic conditions in addition to information about past events and current conditions. Based on this model, the Company considers many factors, including the age of the balance, collection history, and current economic trends. Bad debts are written off after all collection efforts have ceased. Allowances for credit losses are recorded as a direct reduction from an asset’s amortized cost basis. Credit losses are recorded in General and administrative expenses Based on the Company’s current and historical collection experience, management recorded allowances for doubtful accounts of $0.1 million, nil, and nil as of December 31, 2023, June 30, 2023 and June 30, 2022, respectively. Fair value measurement The Company’s financial assets and liabilities are accounted for in accordance with FASB ASC Topic 820, Fair Value Measurements and Disclosures Level 1— Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2— Observable, market-based inputs, other than quoted prices included in Level 1, for the assets or liabilities either directly or indirectly. Level 3—Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. Observable inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Company’s market assumptions. Unobservable inputs require significant management judgment or estimation. In some cases, the inputs used to measure an asset or liability may fall into different levels of the fair value hierarchy. In those instances, the fair value measurement is required to be classified using the lowest level of input that is significant to the fair value measurement. Such determination requires significant management judgment. Assets and liabilities measured at fair value on a recurring basis The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis and the Company’s estimated level within the fair value hierarchy of those assets and liabilities as of December 31, 2023: Fair value measured at December 31, 2023 Total carrying Significant other Significant value at Quoted prices in observable unobservable (in thousands) December 31, active markets inputs inputs 2023 (Level 1) (Level 2) (Level 3) Digital assets, net $ 388,510 $ 388,510 $ — $ — In determining the fair value of its digital assets, the Company uses quoted prices as determined by the Company’s principal market. See the Company’s digital assets accounting policy below. Assets and liabilities measured at fair value on a non-recurring basis In addition to assets and liabilities that are measured at fair value on a recurring basis, the Company also measures certain assets and liabilities at fair value on a nonrecurring basis. The Company’s non-financial assets, including goodwill, intangible assets, operating lease right of use assets, and property and equipment, are measured at fair value when there is an indication of impairment and the carrying amount exceeds the asset’s projected undiscounted cash flows. These assets are recorded at fair value only when an impairment charge is recognized. The Company did not have any impairment related to its financial assets and liabilities measured on a nonrecurring basis during the six months ended December 31, 2023. The Company recognized approximately $63.6 million of impairment losses related to its non-financial assets and liabilities measured on a nonrecurring basis during the 12 months ended June 30, 2023. See the Impairment of long-lived assets and goodwill accounting policy, as well as Note 7. Property and equipment, net The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, approximate fair value due to the short-term nature of these instruments. The carrying value of loans payable and other long-term liabilities approximate fair value as the related interest rates approximate rates currently available to the Company. Digital assets As a result of the adoption of ASU 2023-08, digital assets are measured at fair value as of each reporting period (see Recent accounting pronouncements). The fair value of digital assets is measured using the period-end closing price from the Company’s principal market, which is Coinbase Prime, in accordance with ASC 820. Since the digital assets are traded on a 24-hour period, the Company utilizes the price as of midnight UTC time, which aligns with the Company's digital assets mining revenue recognition cut-off. Changes in fair value are recognized in Gains on digital asset Operating income (loss) Gains on digital asset Prior to the adoption of ASU 2023-08, digital assets held were accounted for as intangible assets with an indefinite useful life. An intangible asset with an indefinite useful life was not amortized but assessed for impairment when events or changes in circumstances occured indicating that it was more likely than not that the indefinite-lived asset was impaired, and at a minimum annually. The Company measured for impairment on a daily basis, determining the fair value of its digital assets by using the lowest intra-day price as determined by the Company’s principal market. The Company recognized impairment whenever, and to the extent, the carrying amount exceeded the lowest intra-day price. To the extent an impairment loss was recognized, the loss established the new cost basis of the asset. Subsequent reversal of impairment losses was not permitted. Digital assets received by the Company through its revenue activities are accounted for in connection with the Company’s revenue recognition policy disclosed below. The Company’s treasury strategy is to cover its operating costs through the selling of digital assets earned from its revenue activities. These digital assets are included in current assets in the Consolidated Balance Sheets due to the Company’s ability to sell them in a highly liquid marketplace and the Company reasonably expects to liquidate these digital assets to support operations or for treasury management within the next 12 months. The Company’s remaining digital assets held are included in non-current assets as this portion of digital assets is not reasonably expected to be sold in the next 12 months as it is outside of the 12-month expected utilization for operational and capital needs of the Company. Investment in equity investees The Company accounts for its investment in equity investees in accordance with ASC Topic 323, Investments – Equity Method and Joint Ventures Investment in unconsolidated joint venture The Company recorded its investment in TZRC based upon the fair value of the consideration transferred which was determined to be its cost. The Company’s investment is subsequently adjusted to recognize its share of net income or losses as they occur. The Company also adjusts its investment upon receipt of a distribution from an equity investee, which is accounted for as a distribution-in-kind that is measured as of time of receipt. The Company’s share of the investees’ earnings or losses is recorded, net of taxes, within equity in earnings (losses) of unconsolidated joint venture on the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss). Additionally, the Company’s interest in the net assets of its equity method investee is reflected on its Consolidated Balance Sheets. If, upon the Company’s acquisition of the investment, there is any difference between the cost of the investment and the amount of the underlying equity in the net assets of the investee, the difference is required to be accounted for as if the investee were a consolidated subsidiary. If the difference is assigned to depreciable or amortizable assets or liabilities, then the difference should be amortized or accreted in connection with the equity earnings based on the Company’s proportionate share of the investee’s net income or loss. If the Company is unable to relate the difference to specific accounts of the investee, the difference should be considered goodwill. The Company considers whether the fair value of its equity method investment has declined below its carrying value whenever adverse events or changes in circumstances indicate that recorded value may not be recoverable. If the Company considered any such decline to be other than temporary (based on various factors, including historical financial results, success of the mining operations and the overall health of the investee’s industry), then the Company would record a write-down to the estimated fair value. No impairment of the Company’s investment in TZRC was recorded for the six months ended December 31, 2023 or 12 months ended June 30, 2023 and June 30, 2022, respectively. Property and equipment Property and equipment is stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets. Cost includes expenditures that are directly attributable to the acquisition of the asset, including those attributable to bringing the asset to its intended working condition. Construction in progress is not depreciated until the work is completed and the assets are placed in service. Based on the Company and the industry’s limited history to date, management is limited by the market data available. Furthermore, the data available also includes data derived from the use of economic modelling to forecast future digital assets and the assumptions reflected in such forecasts, including digital asset’s price and network difficulty, as well as derived from management’s assumptions which are inherently judgmental. Based on current data available, management has determined that the straight-line method of depreciation best reflects the current expected useful life of mining equipment and related infrastructure. Management reviews estimates at each reporting date and will revise such estimates as and when data becomes available. Management reviews the appropriateness of its assumption related to residual value at each reporting date. The estimated useful lives of the Company’s property and equipment are as follows: Useful life (Years) Mining infrastructure 5 - 10 Miners and mining equipment 4 Data center infrastructure 8 Computer and network equipment 3 Right-of-use assets - Finance lease Shorter of lease term or useful life of asset Leasehold improvements Shorter of lease term or useful life of asset Land improvements 15 Upon the sale or retirement of property and equipment, the cost and accumulated depreciation and amortization are removed from the Company’s Consolidated Balance Sheets with the resulting gain or loss, if any, reflected in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss). Mining equipment held for sale The Company classifies long-lived assets to be sold as held for sale in the period in which all of the following criteria are met: (1) management, having the authority to approve the action, commits to a plan to sell the asset; (2) the asset is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets; (3) an active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated; (4) the sale of the asset is probable, and transfer of the asset is expected to qualify for recognition as a completed sale within one year, except if events or circumstances beyond the Company’s control extend the period of time required to sell the asset beyond one year; (5) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (6) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The Company initially measures long-lived assets that are classified as held for sale at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held-for-sale criteria are met. Conversely, gains are not recognized on the sale of long-lived assets until the date of sale. The Company assesses the fair value of a long-lived asset less any costs to sell each reporting period it remains classified as held for sale and reports any subsequent changes as an adjustment to the carrying value of the asset, as long as the new carrying value does not exceed the carrying value of the asset at the time it was initially classified as held for sale. For the six months ended December 31, 2023 and 12 months ended June 30, 2023 and June 30, 2022, the Company has not recognized any impairment or gains on sale of its mining equipment held for sale. On December 18, 2023, the Company signed an interim agreement to build out and install mining operations in connection with the Celsius bankruptcy proceedings at a site in Cedarvale, Texas, in which the Company also made certain of its unused mining infrastructure available for sale. As of December 31, 2023 the Company determined that each of the above criteria to classify long-lived assets to be sold as held for sale were met, and reclassified the carrying value of these assets of $3.9 million to Equipment held for sale Impairment of long-lived assets and goodwill The Company reviews long-lived assets and goodwill for impairment whenever events or changes in circumstances indicate that the carrying value of such assets (asset groups) may not be fully recoverable. The asset (asset group) to be held and used that is subject to impairment review represents the lowest level of identifiable cash flows that are largely independent of other groups of assets and liabilities. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted future cash flows expected to be generated by the asset. If such assets are considered unrecoverable, the impairment loss to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Factors the Company considers that could trigger an impairment include, but are not limited to, the following: significant changes in the manner of our use of the acquired assets or the strategy for the Company’s overall business, significant underperformance relative to expected historical or projected development milestones, significant negative regulatory or economic trends, significant technological changes which could render the mining equipment or electrical infrastructure assets obsolete. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary. When recognized, impairment losses related to long-lived assets to be held and used in operations are recorded in cost and expenses in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss). Impairment losses of approximately nil, $63.6 million, nil, and nil were recognized in the six months ended December 31, 2023, and twelve months ended June 30, 2023, June 30, 2022, and June 30, 2021, respectively, pertaining to the Company’s single asset group. See Note 7. Property and equipment, net Finite-lived intangible assets Intangible assets are comprised of customer relationships and a favorable contract acquired through acquisitions or business combinations, and rights to a property management agreement (“PMA”) contract under which it would be compensated for services of running TZRC’s operations. Intangible assets are amortized on a straight-line basis over the expected useful life, which is their contractual term or estimated useful life. The Company performs assessments to determine whether finite-lived classification is still appropriate at least annually. The carrying value of finite-lived assets and their remaining useful lives are also reviewed at least annually to determine if circumstances exist which may indicate a potential impairment or revision to the amortization period. A finite-lived intangible asset is considered to be impaired if its carrying value exceeds the estimated future undiscounted cash flows to be derived from it. The Company exercises judgment in selecting the assumptions used in the estimated future undiscounted cash flows analysis. Impairment is measured by the amount that the carrying value exceeds fair value. The use of different estimates or assumptions could result in significantly different fair values for our reporting units and intangible assets. The Company evaluates the useful lives of the intangible assets to determine if they are finite or indefinite-lived. Reaching a determination on useful life requires significant judgments and assumptions regarding the future effects of obsolescence, demand, competition, and other economic factors. Intangible assets are amortized on a straight-line basis over their useful lives. See Note 10. Intangible assets, net Goodwill Goodwill represents the cost of a business acquisition in excess of the fair value of the net assets acquired. Goodwill is not amortized and is reviewed for impairment annually, or more frequently if facts and circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. The Company compares the fair value of the reporting unit with its carrying amount. If the carrying amount exceeds the fair value, goodwill of the reporting unit is considered impaired and that excess is recognized as a goodwill impairment loss. Leases The Company accounts for its leases under ASC Topic 842, Leases leases, interest on the lease liability and the amortization of the right-of-use asset result in straight-line rent expense over the lease term. Upon adoption of ASC 842, for purposes of calculating the right-of-use asset and lease liability, the Company elected to combine lease and related non-lease components as permitted under ASC 842. The Company also elected the short-term lease exception for leases having an initial term of 12 months or less. Consequently, such leases are not recorded in the Consolidated Balance Sheets. The Company recognizes rent expense from its operating leases on a straight-line basis over the lease term. Revenue recognition The Company recognizes revenue under ASC Topic 606, Revenue from Contracts with Customers ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the Company satisfies a performance obligation In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract). If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following: ● Variable consideration ● Constraining estimates of variable consideration ● The existence of a significant financing component in the contract ● Noncash consideration ● Consideration payable to a customer Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. Digital assets mining The majority of the Company’s revenue is derived from the service of performing hash computations (i.e., hashrate) for mining pools. The Company has entered into arrangements, as amended from time to time, with mining pool operators to perform hash computations for the mining pools. Providing hash computation services for mining pools is an output of the Company’s ordinary activities. The Company has the right to decide the point in time and duration for which it will provide hash computation services to the mining pools. As a result, the Company’s enforceable right to compensation only begins when, and continues as long as, the Company provides hash computation services to the mining pools. The contracts are terminable at any time by either party without substantive compensation to the other party for such termination. Therefore, the Company has determined that the duration of the contract is less than 24 hours and that the contract continuously renews throughout the day. Upon termination, the mining pool operator (i.e., the customer) is required to pay the Company any amount due related to previously satisfied performance obligations. The Company has determined that the mining pool operator’s (i.e., the customer’s) renewal right is not a material right as the terms, conditions, and compensation amounts are at then market rates. There is no significant financing component in these transactions. In exchange for providing hash computation services, which represents the Company’s only performance obligation, the Company is entitled to noncash consideration in the form of digital assets, calculated under payout models determined by the mining pool operators. The payout model used by the mining pools in which the Company participated is the Full Pay Per Share (“FPPS”) model, which contains three components, (1) a fractional share of the fixed digital assets award from the mining pool operator (referred to as a “block reward”), (2) transaction fees generated from (paid by) blockchain users to execute transactions and distributed (paid out) to individual miners by the mining pool operator, and (3) mining pool operating fees retained by the mining pool operator for operating the mining pool. The Company’s total compensation is calculated using the following formula: the sum of the Company’s share of (a) block rewards and (b) transaction fees, less (c) mining pool operating fees. (1) Block rewards represent the Company’s share of the total amount of block subsidies that are expected to be generated on the Bitcoin network as a whole during the 24-hour period beginning at midnight UTC daily (the “measurement period”). The block reward earned by the Company is calculated by dividing (a) the total amount of hashrate the Company provides to the mining pool operator, by (b) the total Bitcoin network’s implied hashrate (as determined by the Bitcoin network difficulty), multiplied by (c) the total amount of block subsidies that are expected to be generated on the Bitcoin network as a whole during the measurement period. The Company is entitled to its relative share of consideration even if a block is not successfully added to the blockchain by the mining pool in the measurement period. (2) Transaction fees refer to the total fees paid by users of the network to execute transactions. The Company is entitled to a pro-rata share of the total amount of transaction fees that are actually generated on the bitcoin network as a whole during the measurement period. The transaction fees paid out by the mining pool operator to the Company is calculated by dividing (a) the total amount of transaction fees that are actually generated on the bitcoin network as a whole, by (b) the total amount of block subsidies that are actually generated on the bitcoin network as a whole, multiplied by (c) the Company’s block rewards earned as calculated in (1) above. The Company is entitled to its relative share of consideration even if a block is not successfully added to the blockchain by the mining pool in the measurement period. (3) Mining pool operating fees are charged by the mining pool operator for operating the mining pool as set forth on a rate schedule to the mining pool contract. The mining pool operating fees reduce the total amount of compensation the Company receives and are only incurred to the extent that the Company has generated mining revenue during the measurement period. For each contract, the Company measures noncash consideration at the Bitcoin spot price at the beginning of the day (midnight UTC time) on the date of contract inception, as determined by the Company’s principal market, which is Coinbase Prime. The Company recognizes this noncash consideration on the same day that control of the contracted service transfers to the mining pool operator, which is the same day as the contract inception. Managed services The Company began providing management services under PMAs in November 2022. Under PMAs, the Company provides project management services for the customer’s data centers. PMAs contain a single performance obligation comprised of a series of distinct monthly service periods. The contracts have an initial term of five High performance computing – colocation and cloud The high performance computing business earns revenue by providing colocation, cloud, and connectivity services to clients. Revenue is measured at the fair value of the consideration received or receivable for services, net of discounts and sales taxes. Revenue is recognized as the related services are provided to customers. The Company applies the five step ASC 606 model in determining the appropriate treatment of its various sources of revenue. The principal sources of revenue to the Company and recognition of these revenues are as follows: ● Monthly recurring revenue (“MRR”) from high performance computing services are recognized as service revenue ratably over the enforceable term of individual contracts which is typically the stated term. The Company satisfies its performance obligation as these services are made available over time. The Company believes this method to be the best representation of transfer of services as it is consistent with industry practice to measure satisfaction through passage of time. ● Transaction price is determined as the list price of services (net of discounts) that the Company delivers to its customers, taking into account the term of each individual contract, and the ability to enforce and |
Business Combinations
Business Combinations | 6 Months Ended |
Dec. 31, 2023 | |
Business Combinations | |
Business Combinations | Note 3. Business combination As described in Note 1. Organization – Business combination, on November 30, 2023, pursuant to a business combination agreement signed on February 6, 2023, USBTC and Legacy Hut combined their business by becoming wholly owned subsidiaries of a newly formed U.S. domiciled parent entity, named “Hut Corp.” Under the Business Combination Agreement, stockholders of USBTC received 0.6716 of a share of the Company’s common stock for each share of USBTC capital stock. Legacy Hut stockholders received 0.2000 of a share of the Company’s common stock for each Legacy Hut common share. As of November 30, 2023, immediately upon the completion of the Business combination, existing Legacy Hut shareholders and USBTC stockholders collectively owned, on a fully diluted in the money basis, approximately 50% each of the stock of the Company. The Business Combination constituted a business combination with USBTC identified as the accounting acquirer and Legacy Hut as the accounting acquiree for financial statement reporting purposes. Accordingly, the historical financial statements of USBTC became the historical financial statements of the Company. In addition, the assets and liabilities of Legacy Hut have been recorded at their estimated fair values and added to those of USBTC as of the effective date of the close of the Business Combination. The estimates of the fair value of assets acquired and liabilities assumed are based upon assumptions that are believed to be reasonable, and whenever necessary, include assistance from independent third-party appraisal and valuation firms. The table below summarizes the ownership of the Company following the Business Combination, for each shareholder group, reflecting the common stock of the Company outstanding as of November 30, 2023. Number of the Company’s outstanding shares Percentage of common stock ownership Legacy Hut shareholders 44,346,008 50.08 % USBTC stockholders 44,204,097 49.92 % 88,550,105 100.00 % The purchase price is calculated based on the number of shares of the Company’s common stock issued to Legacy Hut shareholders multiplied by the share price of Legacy Hut as demonstrated in the table below. (in thousands, except share and per share amounts) Share exchange Legacy Hut common shares outstanding as of November 30, 2023 44,346,008 Legacy Hut share price as at November 30, 2023 $ 9.50 Share consideration $ 421,287 Value of Legacy Hut RSUs, DSUs, warrants, and stock options 9,740 Purchase price $ 431,027 As part of the Business Combination and as further detailed in Note 16. Stockholders’ equity Stock-based compensation Stockholders’ equity November 30, 2023 Dividend yield — % Expected price volatility 115 % Risk-free interest rate 3.64 % Expected term 4.7 years The following table details the final purchase price allocation of the Business Combination consideration to the valuations of the identifiable tangible and intangible assets acquired and liabilities assumed as of November 30, 2023. (in thousands) Fair value Cash $ 23,031 Accounts receivable, net of allowance of $122 2,073 Deposits and prepaid expenses 15,803 Digital assets – held in custody 254,330 Digital assets – pledged as collateral 90,194 Property and equipment, net 53,781 Operating lease right-of-use asset 12,426 Intangible assets, net 12,003 Goodwill 56,199 Accounts payable and accrued expenses (25,484) Operating lease liability (12,120) Finance lease liability (1,433) Loans payable (49,776) $ 431,027 As a result of the Business Combination, the Company recorded $56.2 million of goodwill. The goodwill recorded is not expected to be deductible for tax purposes. Supplemental disclosures of cash flow information related to investing and financing activities regarding the Business Combination are as follows for the six months ended December 31, 2023: (in thousands) Fair value of tangible assets acquired $ 451,638 Goodwill and other intangible assets acquired 68,202 Liabilities assumed 88,813 Purchase price consideration 431,027 Total transaction expenses recognized for the year ended June 30, 2023 and six months ended December 31, 2023 were $13.8 million and $13.2 million, respectively. The transactions expenses of $13.2 million consists of transaction expenses for both USBTC and Legacy Hut for the six months ended December 31, 2023. Pro forma combined results of operations (unaudited) The following pro forma financial information presents the consolidated results of operations of USBTC and Legacy Hut as if the closing of the Business Combination occurred as of July 1, 2022 with pro forma adjustments. Transaction related expenses incurred by the Company during the 12 months ended June 30, 2023 and six months ended December 31, 2023 are not reflected in the pro forma amounts. The pro forma information does not necessarily reflect the results of operations that would have occurred had USBTC combined with Legacy Hut during 2022. Twelve Months Six Months Ended Ended December 31, December 31, June 30, (in thousands) 2023 2022 2023 Revenue $ 82,644 $ 85,384 $ 152,365 Operating loss (15,795) (198,565) (254,919) Net loss (13,729) (214,122) (250,186) Loss per common share $ (0.27) $ (3.16) $ (3.52) Since the Business Combination to the period ended December 31, 2023, the amount of revenue, operating income, and net income of Legacy Hut, the accounting acquiree, that has been included in the Consolidated Statements of Operations and Comprehensive Income (Loss) was $6.4 million, $33.0 million, and $31.9 million, respectively. |
Segment information
Segment information | 6 Months Ended |
Dec. 31, 2023 | |
Segment information | |
Segment information | Note 4. Segment information The following table presents revenue and cost of revenue for the Company’s reportable segments, reconciled to the Consolidated Statements of Operations and Comprehensive Income (Loss): Period from Six Months Ended Twelve Months Ended December 4, 2020 December 31, (Inception) through December 31, 2022 June 30, June 30, June 30, (in thousands) 2023 (Unaudited) 2023 2022 2021 Reportable segment revenue: Digital Assets Mining $ 41,477 $ 25,744 $ 49,247 $ 68,164 $ 4,272 Managed Services 12,595 2,600 12,798 — — High Performance Computing – Colocation and Cloud 1,138 — — — — Other 5,954 17,641 20,115 5,566 — Eliminations (559) — — — — Total segement and consolidated revenue $ 60,605 $ 45,985 $ 82,160 $ 73,730 $ 4,272 Reportable segment cost of revenue (exclusive of depreciation and amortization shown below): Digital Assets Mining 26,508 23,193 38,601 23,361 1,464 Managed Services 3,366 1,063 975 — — High Performance Computing – Colocation and Cloud 655 — — — — Other 4,332 3,512 3,536 2,422 — Eliminations (559) — — — — Total segment and consolidated cost of revenue $ 34,302 $ 27,768 $ 43,112 $ 25,783 $ 1,464 Reconciling items: Depreciation and amortization (10,620) (11,811) (18,779) (11,591) (391) General and administrative expenses (37,551) (10,609) (27,344) (31,325) (12,144) Gains on digital asset 32,626 — — — — Loss on sale of property and equipment (443) — (445) — — Realized gain on sale of digital assets — 2,201 4,577 5,455 — Impairment of digital assets — (2,272) (3,703) (30,301) (1,254) Impairment of long-lived assets — (63,574) (63,574) — — Legal settlement — — 1,531 — — Foreign exchange gain 1,002 — — — — Interest expense (11,703) (14,703) (27,935) (6,919) (200) Gain on debt extinguishment — — 23,683 — — Equity in earnings (losses) of unconsolidated joint venture 6,173 (510) 6,132 — — Income tax benefit (provision) 421 1,808 1,198 (5,069) 2,097 Net income (loss) $ 6,208 $ (81,253) $ (65,611) $ (31,803) $ (9,084) The following table presents summarized information for long-lived assets and goodwill by reportable segments: December 31, June 30, June 30, (in thousands) 2023 2023 2022 Digital Assets Mining $ 166,340 $ 71,255 $ 105,439 Managed Services 5,221 5,535 — High Performance Computing – Colocation and Cloud 31,282 — — Other 4,634 — 14,169 Total Long-Lived Assets and Goodwill $ 207,477 $ 76,790 $ 119,608 |
Comparative financials for the
Comparative financials for the six months ended December 31, 2023 and December 31, 2022 (unaudited) | 6 Months Ended |
Dec. 31, 2023 | |
Comparative financials for the six months ended December 31, 2023 and December 31, 2022 (unaudited) | |
Comparative financials for the six months ended December 31, 2023 and December 31, 2022 (unaudited) | Note 5. Comparative financials for the six months ended December 31, 2023 and December 31, 2022 (unaudited) Hut 8 Corp. and Subsidiaries Consolidated Balance Sheets (in thousands, except share and per share data) December 31, December 31, 2022 2023 (Unaudited) Assets Current assets Cash and cash equivalents $ 30,504 $ 6,707 Restricted cash 453 — Accounts receivable, net 3,336 110 Deposits and prepaid expenses 18,457 16,923 Digital assets – held in custody 4,963 751 Equipment held for sale 3,907 — Total current assets 61,620 24,491 Non-current assets Digital assets – held in custody 282,997 — Digital assets – pledged as collateral 100,550 — Property and equipment, net 118,069 75,906 Operating lease right-of-use asset 14,534 623 Deposits and prepaid expenses 5,540 68,597 Investment in unconsolidated joint venture 82,656 100,169 Intangible assets, net 17,279 4,427 Goodwill 57,595 — Total non-current assets 679,220 249,722 Total assets $ 740,840 $ 274,213 Liabilities and stockholders' equity Current liabilities Accounts payable and accrued expenses $ 43,757 $ 7,604 Deferred revenue 2,700 2,617 Operating lease liability, current portion 1,226 378 Finance lease liability, current portion 748 — Loans payable 64,127 95,355 Total current liabilities 112,558 105,954 Non-current liabilities Operating lease liability, less current portion 13,736 1,144 Finance lease liability, less current portion 661 — Loans payable, less current portion 123,320 156,213 Deposit liability 2,317 125 Deferred tax liabilities 609 1,164 Total liabilities $ 253,201 $ 264,600 Commitments and contingencies Stockholders’ equity Preferred stock, $0.01 par value; 25,000,000 shares authorized; no shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively — — Common stock, $0.01 par value; 1,000,000,000 shares authorized; 88,962,964 , and 41,469,204 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively 889 415 Additional paid-in capital 576,241 131,338 Accumulated deficit (100,252) (122,140) Accumulated other comprehensive income 10,761 — Total stockholders’ equity 487,639 9,613 Total liabilities and stockholders’ equity $ 740,840 $ 274,213 Hut 8 Corp. and Subsidiaries Consolidated Statements of Operations and Comprehensive Income (Loss) (in thousands, except share and per share data) Six Months Ended December 31, December 31, 2022 2023 (Unaudited) Revenue: Digital Assets Mining $ 41,477 $ 25,744 Managed Services 12,595 2,600 High Performance Computing – Colocation and Cloud 1,138 — Other 5,395 17,641 Total revenue 60,605 45,985 Cost of revenue (exclusive of depreciation and amortization shown below): Cost of revenue - Digital Assets Mining 26,508 23,193 Cost of revenue - Managed Services 3,366 1,063 Cost of revenue - High Performance Computing – Colocation and Cloud 655 — Cost of revenue - Other 3,773 3,512 Total cost of revenue 34,302 27,768 Operating expenses: Depreciation and amortization 10,620 11,811 General and administrative expenses 37,551 10,609 Gains on digital asset (32,626) — Loss on sale of property and equipment 443 — Realized gain on sale of digital assets — (2,201) Impairment of digital assets — 2,272 Impairment of long-lived assets — 63,574 Total operating expenses 15,988 86,065 Operating income (loss) 10,315 (67,848) Other (expense) income: Foreign exchange gain 1,002 — Interest expense (11,703) (14,703) Equity in earnings (losses) of unconsolidated joint venture 6,173 (510) Total other (expense) income (4,528) (15,213) Net income (loss) before taxes 5,787 (83,061) Income tax benefit (provision) 421 1,808 Net income (loss) $ 6,208 $ (81,253) Net income (loss) per share of common stock: Basic $ 0.12 $ (2.02) Diluted $ 0.11 $ (2.02) Weighted average number of shares of common stock outstanding: Basic 51,268,013 40,134,586 Diluted 55,272,610 40,134,586 Net income (loss) $ 6,208 $ (81,253) Other comprehensive income: Foreign currency translation adjustments 10,761 — Total comprehensive income (loss) $ 16,969 $ (81,253) Hut 8 Corp. and Subsidiaries Consolidated Statements of Stockholders’ Equity (in thousands, except share and per share data) Series A Series B Series B-1 Accumulated Preferred Stock Preferred Stock Preferred Stock Additional Other Total USBTC USBTC USBTC Common Stock Paid-in Accumulated Comprehensive Stockholders' Shares Amount Shares Amount Shares Amount Shares Amount Capital Deficit Income Equity Balance, June 30, 2022 — $ — — $ — — $ — 41,464,335 $ 415 $ 128,075 $ (40,887) $ — $ 87,603 Stock-based compensation – net of retroactive application of recapitalization — — — — — — 4,869 — 3,263 — — 3,263 Net income (loss) — — — — — — — — — (81,253) — (81,253) Balance, December 31, 2022 — $ — — $ — — $ — 41,469,204 $ 415 $ 131,338 $ (122,140) $ — $ 9,613 Series A Series B Series B-1 Accumulated Preferred Stock Preferred Stock Preferred Stock Additional Other Total USBTC USBTC USBTC Common Stock Paid-in Accumulated Comprehensive Stockholders' Shares Amount Shares Amount Shares Amount Shares Amount Capital Deficit Income Equity Balance, June 30, 2023 — $ — — $ — — $ — 43,193,201 $ 432 $ 133,439 $ (106,498) $ — $ 27,373 Cumulative effect upon adoption of ASU 2023-08 — — — — — — — — — 38 — 38 Issuance of common stock for the replacement of cancelled restricted stock awards – net of retroactive application of recapitalization — — — — — — 968,388 10 7,805 — — 7,815 Issuance of common stock – stock option exercises – net of retroactive application of recapitalization — — — — — — 42,508 — 16 — — 16 Shares issued in the Business Combination — — — — — — 44,346,008 443 430,578 — — 431,021 Warrants assumed in the Business Combination — — — — — — — — 6 — — 6 Issuance of common stock – restricted stock unit settlements — — — — — — 412,859 4 (4) — — — Stock-based compensation — — — — — — — — 4,401 — — 4,401 Foreign currency translation adjustments — — — — — — — — — — 10,761 10,761 Net income (loss) — — — — — — — — — 6,208 — 6,208 Balance, December 31, 2023 — $ — — $ — — $ — 88,962,964 $ 889 $ 576,241 $ (100,252) $ 10,761 $ 487,639 (Reflects the retrospective application of the 0.6716 share consolidation pursuant to the Business Combination effective November 30, 2023 and the 250-for-1 stock split effective September 1, 2022) Hut 8 Corp. and Subsidia ries Consolidated Statements of Cash Flows (In thousands) Six Months Ended December 31, December 31, 2022 2023 (Unaudited) Operating activities Net income (loss) $ 6,208 $ (81,253) Adjustments to reconcile net income (loss) to net cash used in operating activities: — Depreciation and amortization 10,620 11,811 Impairment of long-lived assets — 63,574 Amortization of operating right-of-use assets 208 857 Non-cash lease expense 185 81 Stock-based compensation 12,216 3,263 Equity in earnings (losses) of unconsolidated joint venture (6,173) 510 Distributions of earnings from unconsolidated joint venture 17,100 — Digital Assets Mining revenue (41,477) (25,744) Hosting revenue received in digital assets (2,027) — Gains on digital asset (32,626) — Impairment of digital assets — 2,272 Realized gain on sale of digital assets — (2,201) Deferred tax assets and liabilities (845) (1,808) Foreign exchange gain (1,338) — Amortization of debt discount 3,649 515 Loss on sale of property and equipment 443 — Paid-in-kind interest expense 7,669 9,546 Changes in assets and liabilities: Accounts receivable, net (643) 1,058 Deposits and prepaid expenses (254) 5,552 Accounts payable and accrued expenses 3,934 (1,976) Deferred revenue 1,669 (12,222) Operating lease liabilities (456) (962) Deposit liability 2,317 (1,353) Net cash provided by (used in) operating activities (19,621) (28,480) Investing activities Proceeds from sale of digital assets 41,548 25,868 Deposits on miners — (9,037) Purchases of property and equipment (604) (2,416) Proceeds from sale of property and equipment 672 178 Investment in unconsolidated joint venture — (10,000) Cash acquired on Business Combination 23,031 — Net cash provided by (used in) investing activities 64,647 4,593 Financing activities Proceeds from loans payable — 14,240 Repayments of loans payable (24,740) (4,713) Principal payments on finance lease (60) — Proceeds from the issuance of common stock - stock option exercises 16 — Net cash provided by (used in) financing activities (24,784) 9,527 Foreign currency effect on cash, cash equivalents, and restricted cash 336 — Increase (decrease) in cash 20,578 (14,360) Cash, and cash equivalents, beginning of period 10,379 21,067 Cash, cash equivalents, and restricted cash, end of period $ 30,957 $ 6,707 Hut 8 Corp. and Subsidiaries Consolidated Statements of Cash Flows (In thousands) Six Months Ended December 31, December 31, 2022 2023 (Unaudited) Supplemental cash flow information: Cash paid for interest $ 454 $ 5,489 Cash paid for income taxes $ 700 $ — Non-cash transactions Reclassification of deposits and prepaid expenses to property and equipment $ — $ 28,759 Loan payable assumed in investment in unconsolidated joint venture, at fair value $ — $ 95,146 Intangible assets assumed in investment in unconsolidated joint venture, at fair value $ — $ 4,467 Debt proceeds not yet received included in deposits and prepaid expenses $ — $ 8,558 Right-of-use assets obtained in exchange for operating lease liabilities $ 1,470 $ — Mining revenue in accounts receivable, net $ 292 $ 26 Property and equipment in accounts payable and accrued expenses $ 7,095 $ 2,126 Reclassification of property and equipment to equipment held for sale $ 3,907 $ — Assets acquired net of liabilities assumed on Business Combination, net of cash $ 407,996 $ — Cumulative effect upon adoption of ASU 2023-08 $ 38 $ — Issuance of common stock - restricted stock unit settlements $ 4 $ — |
Digital assets
Digital assets | 6 Months Ended |
Dec. 31, 2023 | |
Digital assets | |
Digital assets | Note 6. Digital assets The following table presents the changes in carrying amount of digital assets as of December 31, 2023, June 30, 2023, and June 30, 2022: (in thousands) Amount Balance as of July 1, 2021 $ 3,018 Revenue recognized from Bitcoin mined 68,164 Carrying value of Bitcoin sold (39,909) Impairment of Bitcoin (30,301) Mining revenue not received (125) Balance as of June 30, 2022 $ 847 Revenue recognized from Bitcoin mined 49,247 Mining revenue earned in prior period received in current period 125 Carrying value of Bitcoin sold (45,453) Impairment of Bitcoin (3,703) Mining revenue not received (212) Balance as of June 30, 2023 $ 851 Cumulative effect upon adoption of ASU 2023-08 38 Bitcoin assumed through the Business Combination 344,283 Other digital assets assumed through the Business Combination 241 Revenue recognized from Bitcoin mined 41,477 Hosting revenue received in Bitcoin 2,027 Mining revenue earned in prior period received in current period 212 Carrying value of Bitcoin sold (41,548) Change in fair value of Bitcoin 32,493 Change in fair value of other digital assets 133 Foreign currency translation adjustments 8,595 Mining revenue not received (292) Balance as of December 31, 2023 $ 388,510 Number of Bitcoin held as of December 31, 2023 9,195 Cost basis of Bitcoin held as of December 31, 2023 $ 356,261 Cost basis of other digital assets held as of December 31, 2023 $ 247 Realized gains on the sale of Bitcoin for the six months ended December 31, 2023 $ 633 The Company’s digital assets are either held in custody or held in a segregated custody account under the Company’s ownership and pledged as collateral under a borrowing arrangement. The details of the digital assets are as follows: Amount Number of digital assets (in thousands) December 31, 2023 June 30, 2023 June 30, 2022 December 31, 2023 June 30, 2023 June 30, 2022 Current Bitcoin held in custody $ 4,583 $ 851 $ 847 109 29 44 Other digital assets held in custody 380 — — 55,008 — — Total current digital assets - held in custordy 4,963 851 847 55,117 29 44 Non-current Bitcoin held in custody 282,997 — — 6,704 — — Total non-current digital assets - held in custody $ 282,997 $ — $ — 6,704 — — Non-current Bitcoin pledged as collateral 100,550 — — 2,382 — — Total non-current digital assets - pledged as collateral 100,550 — — 2,382 — — Total digital assets $ 388,510 $ 851 $ 847 64,203 29 44 |
Property and Equipment, net
Property and Equipment, net | 6 Months Ended |
Dec. 31, 2023 | |
Property and equipment, net | |
Property and equipment, net | Note 7. Property and equipment, net The components of property and equipment were as follows: (in thousands) December 31, 2023 June 30, 2023 June 30, 2022 Mining infrastructure $ 26,110 $ 6,865 $ 20,651 Miners and mining equipment 89,521 67,561 74,582 Data center infrastructure 8,772 — — Computer and network equipment 8,254 — — Right-of-use assets - Finance lease 1,377 — — Leasehold improvements 742 59 59 Land and land improvements 50 — 1,739 Construction in progress 12,471 10,929 32,175 Property and equipment, gross 147,297 85,414 129,206 Less: Accumulated depreciation (29,228) (14,695) (11,948) Property and equipment, net $ 118,069 $ 70,719 $ 117,258 Depreciation and amortization expense related to property and equipment was $10.1 million, $18.4 million, and $11.6 million for the six months ended December 31, 2023, and the 12 months ended June 30, 2023 and June 30, 2022, respectively. The Company capitalizes a portion of the interest on its term loan related to certain property and equipment during the construction period of its mining operations. The capitalized interest is recorded as part of the asset to which it relates and depreciated over the asset’s estimated useful life. The Company capitalized interest of approximately nil, $0.7 million, and $0.5 million during the six months ended December 31, 2023, and 12 months ended June 30, 2023 and June 30, 2022, respectively. Capitalized interest is included in Property and equipment, net Salt Creek substation purchase On December 29, 2023, the Company purchased a substation in Culberson County, Texas, as well as the 1.9 acres of land on which the substation sits, for a total of $7.1 million to be paid in cash consideration. As of December 31, 2023, there has been no cash payments for the substation. In February 2024, the Company began construction on a new digital asset mining site on this land, giving the optionality for the Company to expand its self-mining fleet. Impairment of long-lived assets During the fiscal year ended June 30, 2023, adverse changes in business climate, including decreases in the price of Bitcoin and the resulting decrease in the market price of miners and mining equipment, indicated that an impairment triggering event had occurred. Accordingly, the Company identified the lowest level for which there are identifiable cash flows, arriving at an asset group consisting of miners, mining equipment and other mining operation assets (the “Asset Group”). The Company assessed the estimated undiscounted future cash flows expected to be generated by the Asset Group and determined such to be less than the Asset Group’s carrying amount. Consequently, to measure the impairment, the Company then estimated the fair value of the Asset Group using a market price approach as a measure of fair value. Valuations using the market approach are derived from manufacturer and secondary market pricing sources and, when available, comparable secondary market transactions. The measurement resulted in a write-down of the assets within the Asset Group of approximately $63.6 million, and is reflected as a separate line item in the financial statements. The Company did not have an impairment on its long-lived assets for the six months ended December 31, 2023. For the 12 months ended June 30, 2023 and June 30, 2022, there was an impairment of $63.6 million, and nil, respectively. There is considerable management judgment necessary to determine the estimated future cash flows and fair values of the Company’s long-lived assets, and, accordingly, actual results could vary significantly from such estimates, which fall under Level 3 within the fair value measurement hierarchy (see discussion of fair value measurements in Note 2. Basis of presentation, summary of significant accounting policies and recent accounting pronouncements |
Deposits and prepaid expenses
Deposits and prepaid expenses | 6 Months Ended |
Dec. 31, 2023 | |
Deposits and prepaid expenses | |
Deposits and prepaid expenses | Note 8. Deposits and prepaid expenses The components of deposits and prepaid expenses are as follows: (in thousands) December 31, 2023 June 30, 2023 June 30, 2022 Current Prepaid insurance $ 4,042 $ 454 $ 736 Prepaid electricity 4,526 3,156 6,867 Deposit related to Stalking Horse Bid (See Note 22. Commitments and contingencies 7,547 — — Deposit related to Fahrenheit bid — 3,300 — Debt proceeds not yet received — — 5,485 Other deposits 2,342 594 910 Total current deposits and prepaid expenses $ 18,457 $ 7,504 $ 13,998 Non-current Deposits on miners $ — $ — $ 82,042 Deposits related to electricity supply under electricity supply agreement 5,288 — 3,518 Collateral deposits — — 2,500 Other 252 254 277 Total non-current deposits and prepaid expenses $ 5,540 $ 254 $ 88,337 Deposit related to Stalking Horse Bid The Company completed the Far North Transaction (see Note 22. Commitments and contingencies Celsius bankruptcy bid On April 10, 2023, a subsidiary of the Company invested in Fahrenheit LLC (“Fahrenheit”), a joint venture formed for the purposes of bidding on the management rights of a new entity to be formed and vested with certain assets of Celsius Network LLC (“Celsius”) in connection with Celsius’ bankruptcy auction. On May 25, 2023, Fahrenheit won the auction and was awarded the right to manage and operate the assets of Celsius in exchange for a management fee of $20.0 million per year as part of a five-year agreement with Celsius, subject to the approval of the bankruptcy court. In addition, the Company, acting separately through its managed services business, won the right to enter into one or more operating and services agreements with the restructured company, in exchange for a fee of $15.0 million per year net of certain operating expenses, which was also subject to the approval of the bankruptcy court. On May 26, 2023, the Company contributed $3.3 million of the initial $10.0 million cash deposit required in the Fahrenheit bid. On November 29, 2023, Celsius informed Fahrenheit that it was unable to obtain certain regulatory approvals respecting the proposed transaction involving Celsius and Fahrenheit, and, as a result, Celsius would not move forward with the Fahrenheit-sponsored transaction. On December 29, 2023, the Company’s $3.3 million portion of the initial $10.0 million cash deposit was returned due to Celsius not moving forward with the Fahrenheit bid. On November 30, 2023, Celsius filed a motion disclosing that the Company, acting separately through its managed service business, won the right to enter into one or more operating and services agreements pursuant to a revised transaction structure in exchange for a fee of $20.4 million per year net of certain operating expenses as part of a four-year agreement with the restructured company. On December 27, 2023, the bankruptcy court granted this motion. On January 31, 2024, the agreement between the Company and the restructured company named Ionic Digital Inc. went effective. |
Investment in unconsolidated jo
Investment in unconsolidated joint venture | 6 Months Ended |
Dec. 31, 2023 | |
Investment in unconsolidated joint venture | |
Investment in unconsolidated joint venture | Note 9. Investment in unconsolidated joint venture On November 25, 2022, the Company entered into an Asset Purchase Agreement (“Agreement”) with Compute North Member, LLC to purchase their 50 percent membership interest in TZRC, an early stage operator of vertically integrated digital assets mining and power facilities. The transaction closed on December 6, 2022. As of June 30, 2023, the Company determined that fair value of the net assets acquired differed from the carrying value of the estimated fair value of the underlying net assets acquired in an amount of approximately $22.4 million. This difference is attributable to depreciable and amortizable assets and liabilities and in accordance with ASC 323, will be accreted within equity in earnings of unconsolidated joint venture The consideration paid consisted of cash of $10.0 million and the assumption of a senior secured promissory note (the “TZRC Secured Promissory Note”) with a fair value estimate as of transaction date of approximately $95.1 million. The Company also assumed a PMA (intangible asset) with a fair value estimate as of the transaction date of approximately $5.9 million. The $10.0 million in cash was sourced from funds the Company had previously received under the terms of a subscription agreement from a third party . Loans payable TZRC is an operating joint venture where both members jointly control the essential areas of the entity’s business. The purpose of TZRC is to develop, construct, install, own, finance, rent and operate one or more modular data centers located on or near renewable power sources for purposes of digital asset mining. The entity both self-mines and provides hosting services, both of which began in August 2022. Pursuant to the Agreement, the Company assumed the role of property manager under a PMA, to provide day-to-day management and oversight services of TZRC’s data center facilities. The service contract has a term of 10 years one year In addition, the PMA allows pass through costs on behalf of the Company, such as payroll and other incidental costs. Pass through costs for the six months ended December 31, 2023 and 12 months ended June 30, 2023 were approximately $ 1.0 million and $1.4 million, respectively. The Company accounts for its 50% interest in TZRC using the equity method of accounting. For the six months ended December 31, 2023 and 12 months ended June 30, 2023, the Company recorded its ownership percentage of income of TZRC within equity in earnings of unconsolidated joint venture A summarized consolidated income statement and balance sheet for TZRC as of December 31, 2023 and June 30, 2023 follows: Condensed Consolidated Income Statements Six Months Ended December 31, June 30, (in thousands) 2023 2023 Revenues, net $ 80,565 $ 65,468 Gross profit 38,667 36,774 Net income 5,371 5,150 Net income attributable to investee 2,686 2,575 Condensed Consolidated Balance Sheets December 31, June 30, (in thousands) 2023 2023 Cash $ 39,505 $ 42,567 Total current assets 55,097 46,702 Property and equipment, net 159,865 190,056 Total other assets 34,490 34,514 Current liabilities 36,970 29,991 Noncurrent liabilities 17,512 17,486 Members equity 194,970 223,795 |
Intangible assets, net
Intangible assets, net | 6 Months Ended |
Dec. 31, 2023 | |
Intangible assets, net | |
Intangible assets, net | Note 10. Intangible assets, net The following table presents the Company’s intangible assets as of December 31, 2023: Foreign currency Gross Accumulated translation Net book Estimated useful (in thousands) book value amortization adjustments value lives (years) Customer relationships $ 1,694 $ (24) $ 42 $ 1,712 6 Favorable Contract 10,309 (220) 257 10,346 4 Property Management Agreement (“PMA”) 5,900 (679) — 5,221 10 Intangible assets $ 17,903 $ (923) $ 299 $ 17,279 The customer relationships and favorable contract were recognized as a result of the Business Combination during the year ended December 31, 2023. See Note 3. Business combination The following table presents the Company’s intangible assets as of June 30, 2023: Gross Accumulated Net book Estimated useful (in thousands) book value amortization value lives (years) Property Management Agreement (“PMA”) $ 5,900 $ (365) $ 5,535 10 Intangible assets $ 5,900 $ (365) $ 5,535 There were no intangible assets as of June 30, 2022. During the six months ended December 31, 2023 and the 12 months ended June 30, 2023 and June 30, 2022, amortization expense related to intangible assets was $0.6 million, $0.4 million, and nil, respectively. The following table presents the estimated future amortization of the intangible assets as of December 31, 2023: (in thousands) 2024 $ 3,557 2025 3,557 2026 3,557 2027 3,337 2028 916 Thereafter 2,355 Total $ 17,279 The Company did not identify any impairment of its intangible assets during the six months ended December 31, 2023 and the 12 months ended June 30, 2023. |
Goodwill
Goodwill | 6 Months Ended |
Dec. 31, 2023 | |
Goodwill. | |
Goodwill | Note 11. Goodwill Changes in the carrying amount of goodwill were as follows: December 31, June 30, June 30, (in thousands) 2023 2023 2022 Balance at beginning of Fiscal year $ — $ — $ — Acquisition - Business Combination 56,199 — — Foreign currency translation adjustments 1,396 — — Balance at end of Fiscal year $ 57,595 $ — $ — The Company did not identify any impairment related to its goodwill during the six months ended December 31, 2023. |
Accounts payable and accrued ex
Accounts payable and accrued expenses | 6 Months Ended |
Dec. 31, 2023 | |
Accounts payable and accrued expenses | |
Accounts payable and accrued expenses | Note 12. Accounts payable and accrued expenses The components of accounts payable and accrued expenses are as follows: (in thousands) December 31, 2023 June 30, 2023 June 30, 2022 Accounts payable $ 14,960 $ 3,605 $ 6,274 Accrued transaction costs 2,238 2,365 — Accrued site acquisition costs 7,095 — — Accrued state sales taxes 9,573 — — Accrued compensation costs 4,217 117 236 Other accruals 5,674 1,524 1,100 Total accounts payable and accrued expenses $ 43,757 $ 7,611 $ 7,610 |
Deferred revenue
Deferred revenue | 6 Months Ended |
Dec. 31, 2023 | |
Deferred revenue. | |
Deferred Revenue | Note 13. Deferred revenue Deferred revenue represents customer cash advances associated with the Company’s hosting and managed services, which have not yet been earned by the Company. The following table presents the carrying amount of deferred revenue as of December 31, 2023, June 30, 2023 and June 30, 2022: (in thousands) December 31, 2023 June 30, 2023 June 30, 2022 Beginning balance $ 1,031 $ 14,839 $ — Deferred revenue assumed through the Business Combination 95 — — Advances received from customers 6,879 3,407 20,405 Revenue earned (5,305) (17,215) (5,566) Ending balance $ 2,700 $ 1,031 $ 14,839 During the 12 months ended June 30, 2023, one of the Company’s hosting customers defaulted on its contract and the remaining deferred revenue was recorded as hosting revenue and is reflected in the table above within hosting revenue earned during the period. In addition, approximately $1.2 million of that customer’s security deposit was also recognized as hosting revenue. The Company has no liability to return the deposits received that were recognized as revenue. |
Loans payable
Loans payable | 6 Months Ended |
Dec. 31, 2023 | |
Loans payable | |
Loans payable | Note 14. Loans payable Details of the Company’s loans payable are as follows: (in thousands) December 31, June 30, June 30, Issuance Date Maturity Date Interest Rate 2023 2023 2022 TZRC Secured Promissory Note December 6, 2022 April 8, 2027 15.25 % $ 81,870 $ 92,102 $ — Third Party Note December 6, 2022 December 5, 2027 18.00 % 11,490 10,501 — Anchorage Loan February 3, 2023 February 2, 2028 14.00 % 44,363 48,587 — Coinbase Credit Facility June 26, 2023 June 25, 2024 10.50 % 49,724 — — Amended MEFA July 17, 2021 July 25, 2023 14.00 % — — 6,694 July 17, 2021 January 25, 2024 14.00 % — — 6,946 December 27, 2021 June 25, 2023 12.00 % — — 23,602 December 27, 2021 December 25, 2023 12.00 % — — 41,034 ELSAs March 31, 2022 April 1, 2024 12.00 % — — 25,000 April 26, 2022 May 1, 2024 12.00 % — — 25,000 Total $ 187,447 $ 151,190 $ 128,276 Less: current portion 64,127 1,299 77,215 Long-term portion $ 123,320 $ 149,891 $ 51,061 During the six months ended December 31, 2023, and 12 months ended June 30, 2023 and June 30, 2022, total principal payments of the Company’s debt were $24.7 million, $19.6 million, and $9.3 million, respectively. During the six months ended December 31, 2023, and 12 months ended June 30, 2023 and June 30, 2022, the Company recorded amortization of debt issuance costs of $3.6 million, $3.6 million, and $0.6 million, respectively. During the six months ended December 31, 2023, and 12 months ended June 30, 2023 and June 30, 2022, interest expense was $11.7 million, $27.9 million, and $6.9 million, respectively. The Company accounts for all of its loans payable in accordance with ASC 470-20, Debt with Conversion and Other Options Derivatives and Hedging Distinguishing Liabilities from Equity TZRC Secured Promissory Note As previously discussed, the Company assumed a secured promissory note with an estimated fair value amount as of the date of investment of approximately $95.1 million as part of the consideration paid to acquire an equity membership interest in TZRC. The estimated fair value represents a discount of approximately $1.7 million from the carryover basis of the promissory note. The discount is being amortized over the term of the promissory note into interest expense. See Note 10. Intangible assets, net The stated interest on the TZRC Secured Promissory Note accrues at a rate per annum equal to the lesser of (a) a varying rate per annum equal to the sum of (i) the prime rate as published in The Wall Street Journal, plus (ii) 12.0% per annum, (b) 15.25% per annum and (c) the maximum rate of non-usurious interest permitted by Law. The Company has the option to defer the interest until maturity of the note under a PIK payment option. The Company elected to apply the PIK payment option. Accordingly, the interest increases the principal amount of the secured promissory note. PIK interest is payable upon maturity of the note in April 2027, unless or until any portion or all of the promissory note is prepaid under the prepayment option, see discussion below. The Company is also subject to post-default interest of an additional 2% upon occurrence of an event of default. The higher interest rate applies from the date of non-payment until such amount is paid in full. As of December 31, 2023, the interest rate on the secured promissory note was 15.25%. The Company has the option to prepay the secured promissory note in whole or in part without premium or penalty. There are no required minimum monthly payments. When distributions are made from TZRC to the Company, normally on a monthly basis, the Company uses 100% of those funds to immediately pay down the TZRC Secured Promissory Note. Any prepayment would be accompanied by all accrued and unpaid interest on the principal amount prepaid. The promissory note is secured by a first priority security interest in the Company’s membership interest in TZRC. The Company is not a guarantor of the TZRC Secured Promissory Note, and there is no recourse to the Company. As of December 31, 2023, approximately $83.1 million in principal and PIK interest, exclusive of a $1.3 million discount, was outstanding under the TZRC Secured Promissory Note, with payment of principal and PIK interest due upon the first to occur of (a) the date that is five years from origination on April 8, 2022, (b) the date of any event of dissolution of TZRC and (c) the date of the closing of certain events specified in TZRC’s governing documents. Third Party Note On December 6, 2022, the Company, entered into a $10.0 million note with a third party (the “TPN”). The TPN replaced an October 7, 2022, letter agreement between the Company and a third party, wherein the third party agreed, per a subscription agreement, to purchase shares of the Company approximating $10.0 million if certain conditions were met. Funds received under the subscription agreement had been recorded as subscription received in advance (current liability) at September 30, 2022. Under the terms of the letter agreement, the third party allowed the Company to retain the $10.0 million in funds and upon conversion to the TPN, to be used as consideration to fund the acquisition of TZRC (See Note 9. Investment in unconsolidated joint venture The TPN matures December 5, 2027 and bears an interest rate of 6.0% per annum. In January 2024, the outstanding balance of the TPN, including all PIK interest, was paid in full. Anchorage Loan In February 2023, the Company restructured its outstanding Equipment Loan and Security Agreements (the “Anchorage Loan”). The restructuring was accounted for under ASC 470-50 Modifications and Extinguishments of the Anchorage Loan. If net monthly cash flows for a given month are zero or negative, then no monthly payment is due for such month. The Anchorage Loan is secured by approximately 24,000 miners and all property, equipment, machinery, and all other assets located in the Company’s Niagara Falls, New York facility. On April 25, 2023, the Anchorage Loan was amended so that interest accrues on the principal balance only and does not include prior period PIK interest. As of December 31, 2023, the Company has $45.0 million outstanding with Anchorage, exclusive of deferred financing costs of $0.7 million. Coinbase credit facility The Company assumed the $50.0 million credit facility with Coinbase Credit, Inc. (“Coinbase”) as part of the Business Combination. The original credit facility was established on June 26, 2023. The loan bears interest at a rate of 5.0% plus the greater of (i) the US Federal Funds Target Rate – Upper Bound and (ii) 3.25%. The credit facility has drawdowns made available in three tranches: $15.0 million available from loan inception to 15 business days thereafter, $20.0 million available starting 30 calendar days after loan inception to 15 business days thereafter, and $15.0 million available the day after the closing of the Business Combination and 15 business days thereafter. The credit facility is fully repayable 364 days from the date of first drawdown. On or prior to a drawdown, the Company is required to pledge, as collateral, Bitcoin with custodian Coinbase Custody Trust Company, LLC., to be held in a segregated custody account under the Company’s ownership, such that the loan-to-value ratio of principal outstanding of the loan and the fair value of collateral is equal to or less than 60%. If the value of the collateral under the credit facility decreases past a specified margin, the Company may be required to post additional Bitcoin as collateral. As of December 31, 2023, the Company has $50.0 million outstanding with Coinbase, exclusive of deferred financing costs of $0.3 million. On January 12, 2024, the Coinbase credit facility was amended allowing for a drawdown of a fourth tranche of $15.0 million, which the Company drew on January 12, 2024. Under the terms of the amended credit facility, amounts that are borrowed bear interest at a rate equal to (a) the greater of (i) the US Federal Funds Target Rate – Upper Bound on the date of the applicable borrowing and (ii) 3.25%, plus (b) 5.0%. The amended credit facility additionally establishes a right for Coinbase to deliver a partial prepayment notice to the Company if the price of Bitcoin on Coinbase’s digital currency exchange platform (the “Prevailing Market Value”) |
Leases
Leases | 6 Months Ended |
Dec. 31, 2023 | |
Leases | |
Leases | Note 15. Leases The Company’s operating leases are for its offices and mining facilities. The Company also has finance leases which are primarily related to equipment used at its data centers. The following table shows the right-of-use assets and lease liabilities as of December 31, 2023, June 30, 2023, and June 30, 2022: December 31, June 30, June 30, (in thousands) 2023 2023 2022 Right-of-use assets: Operating leases $ 14,534 $ 536 $ 2,350 Finance leases 1,294 — — Total right-of-use assets $ 15,828 $ 536 $ 2,350 Lease liabilities: Operating leases $ 14,962 $ 1,338 $ 2,403 Finance leases 1,409 — — Total lease liabilities $ 16,371 $ 1,338 $ 2,403 The Company’s lease costs are comprised of the following: Period from December 4, 2020 (Inception) Six Months Ended Twelve Months Ended through (in thousands) December 31, 2023 June 30, 2023 June 30, 2022 June 30, 2021 Operating leases Operating lease cost $ 380 $ 443 $ 554 $ 129 Variable lease cost 113 86 107 — Operating lease expense 493 529 661 129 Short-term lease expense 26 297 169 — Total operating lease expense 519 826 830 129 Finance leases Amortization of financed assets 62 — — — Interest on lease obligations 8 — — — Total finance lease expense 70 — — — Total lease expense $ 589 $ 826 $ 830 $ 129 The following table presents supplemental lease information: Period from December 4, 2020 (Inception) Six Months Ended Twelve Months Ended through ( in thousands) December 31, 2023 June 30, 2023 June 30, 2022 June 30, 2021 Operating cash outflows - operating leases $ 456 $ 499 $ 519 $ 114 Operating cash outflows - finance leases $ 8 $ — $ — $ — Financing cash outflows - finance leases $ 60 $ — $ — $ — Right-of-use assets obtained in exchange for operating lease liabilities $ 1,470 $ — $ 2,262 $ 596 Right-of-use assets obtained in exchange for finance lease liabilities $ — $ — $ — $ — Period from December 4, 2020 (Inception) Six Months Ended Twelve Months Ended through December 31, 2023 June 30, 2023 June 30, 2022 June 30, 2021 Weighted-average remaining lease term - operating leases 11.0 3.1 4.2 2.4 Weighted-average remaining lease term - finance leases 1.8 — — — Weighted-average discount rate (1) 11.1 % 7.0 % 7.0 % 7.0 % Weighted average discount rate - finance leases 6.8 % — % — % — % (1) The following tables presents the Company's future minimum operating lease payments as of December 31, 2023: Operating (thousands) Leases 2024 $ 2,875 2025 3,025 2026 2,874 2027 2,548 2028 2,110 Thereafter 13,988 Total undiscounted lease payments 27,420 Less present value discount (12,458) Present value of operating lease liabilities $ 14,962 The following tables presents the Company's future minimum finance lease payments as of December 31, 2023: Finance (in thousands) Leases 2024 $ 820 2025 682 2026 — 2027 — 2028 — Thereafter — Total undiscounted lease payments 1,502 Less present value discount (93) Present value of finance lease liabilities $ 1,409 |
Stockholders' equity
Stockholders' equity | 6 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity. | |
Stockholders' equity | Note 16. Stockholders’ equity Authorized shares The Company's certificate of incorporation, as amended, authorized 1,000,000,000 shares of common stock having a par value of $0.01 per share and 25,000,000 shares of preferred stock having a par value of $0.01 per share. As described in Note 1. Organization Business combination The retrospective application of recapitalization on all series of previously outstanding USBTC preferred stock prior to the Business Combination is as recasted in the Consolidated Statements of Stockholders' equity and was done at an exchange ratio of one share of any series of USBTC preferred stock exchanged for 0.6716 shares of the Company’s common stock, rounded down, if applicable, on a holder level based on their aggregate holdings of all USBTC shares. The retrospective application of recapitalization on previously outstanding USBTC common stock prior to the Business Combination is as follows, rounded down, if applicable, on a holder level based on their aggregate holdings of all USBTC shares: Shares of USBTC USBTC common common stock stock to prior to the Hut 8 Corp. Recapitalization Business common stock of Period Description Combination exchange ratio common stock Period from December 4, 2020 (inception) through June 30, 2021 Issuance of common stock for cash, net of common stock exchanged for Series A preferred stock 24,329,000 0.6716 16,339,333 Period from December 4, 2020 (inception) through June 30, 2021 Stock-based compensation 15,047,750 0.6716 10,106,064 Twelve months Ended June 30, 2022 Transfer of shares subject to registration to permanent equity 656,250 0.6716 440,736 Twelve months Ended June 30, 2022 Cancellation of restricted stock award (250,000) 0.6716 (167,900) Twelve months Ended June 30, 2022 Stock-based compensation 3,339,500 0.6716 2,242,808 Twelve months ended June 30, 2023 Issuance of common stock 2,960,000 0.6716 1,987,936 Twelve months ended June 30, 2023 Cancellation of restricted stock award (1,441,913) 0.6716 (968,388) Twelve months ended June 30, 2023 Stock-based compensation 1,056,162 0.6716 709,318 Six months ended December 31, 2023 Issuance of common stock for the replacement of cancelled restricted stock awards 1,441,913 0.6716 968,388 Six months ended December 31, 2023 Issuance of common stock – stock option exercises 63,298 0.6716 42,508 In September 2022, USBTC’s board of directors authorized a stock split of its common stock, par value $0.00001 per share, and its preferred stock, par value $0.00001, at a ratio of 250 250 Effective November 30, 2023, in connection with the Business Combination, all USBTC common stock and all series of USBTC preferred stock outstanding immediately before the Business Combination were converted into the Company’s common stock at an exchange ratio of 0.6716. Fractional shares, if any, were rounded down to the nearest whole share at a stockholder level. Common stock As mentioned in Note 3. Business combination The recapitalization of equity structure on previously outstanding USBTC common stock prior to the Business Combination is as mentioned above in this note. As mentioned in Note 14. Loans payable During December 2020 and January 2021, USBTC raised approximately $9.8 million through the issuance of 16,339,333 shares of its common stock. Preferred stock The recapitalization of equity structure on all series of previously outstanding USBTC preferred stock prior to the Business Combination is as mentioned above in this note. USBTC’s articles of incorporation, as amended, authorized 5,275,753 shares of USBTC Series A preferred stock, 6,716,000 shares of USBTC Series B preferred stock, and 2,518,500 shares of USBTC Series B-1 preferred stock. Each holder of USBTC Series A, Series B, and Series B-1 preferred stock was able to convert any or all of their USBTC preferred shares into one share of USBTC’s common stock. Additionally, all outstanding shares of USBTC Series A, Series B and Series B-1 preferred stock automatically converted into shares of USBTC common stock upon either (a) the closing of a transaction which results in USBTC being a publicly traded vehicle (whether directly or as a subsidiary) based on a valuation for USBTC on its own of $200.0 million or more, or (b) the date, or upon the occurrence of an event, specified by vote or written consent of the requisite holders, as defined in USBTC’s articles of incorporation. USBTC reserved a sufficient number of shares to provide for conversion of all USBTC preferred stock outstanding. Each holder of USBTC preferred stock was entitled to vote on all matters submitted to the shareholders of USBTC. Upon liquidation, dissolution or winding up of the business of USBTC, each holder of USBTC preferred stock was entitled to receive for each share, a pro rata distribution with USBTC’s common stock, with the most senior USBTC preferred stock paid out at 100% first. In September 2022, USBTC’s board of directors also authorized 11,119,681 shares of USBTC Series C preferred stock for issuance under the 2021 Equity Incentive Plan. No shares of USBTC Series C preferred stock were issued and outstanding. In March 2021, USBTC sold 4,146,442 shares of USBTC Series A preferred stock, $0.00001 par value for gross proceeds of $19.6 million. In March 2021, USBTC exchanged 1,055,247 of USBTC common stock certificates (USBTC Series A preferred stock documentation was not available at the time the proceeds were received) for USBTC Series A preferred stock, for gross proceeds of $5.0 million. The early investors who received the USBTC common stock certificates paid the same price as later investors who initially received the USBTC Series A preferred stock subscription agreement and other related documents. Beginning in September 2021 and continuing through October 22, 2021, USBTC sold 6,715,973 shares of USBTC Series B preferred stock, $0.00001 par value, for gross proceeds of $61.2 million. Beginning on December 24, 2021 and continuing through April 2022, USBTC sold 532,744 shares of USBTC Series B-1 preferred stock, $0.00001 par value, for gross proceeds of approximately $12.5 million. Total offering costs associated with the USBTC preferred stock offerings was approximately $0.2 million. Shares subject to registration and recission of Series A preferred stock During June 2021, USBTC’s management became aware that court orders against family members of two of USBTC’s now former stockholders (the “Actors”), which among other things, restrain the Actors from violating certain federal securities laws, may have precluded USBTC from relying on certain federal and state securities exemptions for the offerings since the Actors may have been deemed “promoters” based on certain of their activities in one or more of USBTC’s securities offerings. Upon analysis of each state in which shares were sold, USBTC believed that the securities sold would have qualified for the exemption from registration in all but one state had the appropriate notice and/or exemption filings been made in the applicable states. In Virginia, no exemption was available and registration would have been required. On October 26, 2021, USBTC entered into a settlement order with Virginia, conditioned on rescission offers being delivered to four investors resident in that state. USBTC completed all requirements set forth in the order. Therefore, on October 26, 2021, the USBTC shares were transferred and reclassified to permanent equity (440,736 shares of USBTC common stock and 74,043 shares of USBTC Series A preferred stock). As a result of the identification of the above issues, on June 23, 2021, USBTC’s board of directors approved a voluntary rescission offer to be sent to each investor in each of USBTC's two common stock offerings (referred to as the “Founder’s Round” and “Seed Round”), USBTC Series A preferred stock offering (“Series A Round”) and promissory note offering to ensure stockholders and noteholders, as applicable, were made aware of the issues identified and had the opportunity to request redemption of their securities. Between June 28, 2021, and the middle of July 2021, USBTC notified all stockholders and promissory noteholders of the rescission offer. USBTC accounted for these transactions in accordance with FASB ASC 480, Distinguishing Liabilities from Equity. In accordance with ASC 480-10-S99-3A, USBTC considered the rights of the holder as it relates to the individual instrument itself, meaning the common and preferred shares do not contain a put right for the holder. As such, based upon the analysis of the terms of the underlying/individual instrument, it was concluded the shares were not redeemable and not within the scope. USBTC then viewed the rescission offer as a call/put option and analyzed the shares to determine if there was any value to this option. USBTC’s analyses concluded that the classes of instruments had current fair values that exceeded the rescission offer amount, and as such, the option had de minimis value. Additionally, USBTC notified certain state regulators in the states in which stockholders and noteholders resided and in which USBTC believed there may have been compliance issues with the offer and sale of its securities. One stockholder accepted the rescission offer and USBTC repurchased 21,155 shares of USBTC Series A preferred stock for $0.1 million in July 2021 pursuant thereto. All other stockholders rejected the offer to repurchase their shares and the period for a stockholder to exercise the repurchase right has since expired. In addition, all of the noteholders rejected USBTC’s offer to repurchase the outstanding promissory notes. In connection with the rescission offer, the Commonwealth of Massachusetts, Office of the Secretary of the Commonwealth, Securities Division (the “Massachusetts Division”) issued a Consent Order, Docket No. E-2022-0011, on March 22, 2022 (the “Massachusetts Order”) in lieu of a hearing. The Massachusetts Order recited that the Massachusetts Division had conducted an investigation of USBTC pursuant to the Massachusetts Uniform Act, Mass. Gen. Laws c. 110A the (“Massachusetts Securities Act”) and the regulations promulgated thereunder (the “Massachusetts Regulations”), and reviewed self-reported allegations of alleged sales of unregistered securities of USBTC in the State of Massachusetts in potential violation of the Massachusetts Securities Act and Massachusetts Regulations which securities had not been determined to be exempt from registration requirements. As had been agreed and consented to by USBTC, the Massachusetts Order, among other things, required USBTC to pay an administrative fine in the amount of $1.0 million. In April 2022, USBTC paid the $1.0 million administrative fine. Common stock warrants In connection to the Business Combination described in Note 3. Business combination in capital in equity based on their fair value on the date of assumption. Common stock purchase warrants are valued at inception, upon events such as an exercise, and at subsequent reporting periods if applicable. The classification of the common stock purchase warrants, including whether such instruments should be recorded as liabilities, is re-assessed at the end of each reporting period. The fair value of each common stock purchase warrant is estimated on the date of issuance or assumption using the Black-Scholes pricing model. The common stock purchase warrants assumed in the Business Combination expire on September 17, 2026. The following table summarizes the assumptions used in the Black-Scholes pricing model on the date that the equity-classified common stock purchase warrants were assumed: November 30, 2023 Dividend yield — % Expected price volatility 106 % Risk-free interest rate 4.48 % Expected term 2.8 years Transactions involving the Company's equity-classified common stock purchase warrants are summarized as follows: Weighted Weighted average average remaining Number of exercise price contractual life shares (per share) (in years) December 4, 2020 (inception) — $ — — Outstanding as of June 30, 2021 — — — Outstanding as of June 30, 2022 — — — Outstanding as of June 30, 2023 — — — Assumed pursuant to the Business Combination 1,895 53.45 2.8 Outstanding as of December 31, 2023 1,895 $ 53.45 2.8 Accumulated other comprehensive income The changes in accumulated other comprehensive income, net of tax, is as follows: June 30, Net June 30, Net December 31, (in thousands) 2022 Change 2023 Change 2023 Foreign currency translation adjustment gain $ — $ — $ — $ 10,761 $ 10,761 Total $ — $ — $ — $ 10,761 $ 10,761 |
Stock-based compensation
Stock-based compensation | 6 Months Ended |
Dec. 31, 2023 | |
Stock-based compensation | |
Stock-based compensation | Note 17. Stock-based compensation The Company adopted the Rollover Option Plan in connection with the Business Combination, which is a plan that governs replacement stock options that replaced previously outstanding USBTC stock options prior to the Business Combination. The Rollover Option Plan is identical to the 2021 Equity Incentive Plan except for conforming to changes to take into account the Business Combination, namely the exchange ratio of USBTC stock options exchanged for 0.6716 stock options of the Company. Fractional stock options, if any, were rounded down to the nearest whole stock option at an award level. In addition 4,490,400 shares of common stock are authorized and registered to be issued under the Rollover Option Plan, and no further awards are available for grant under the Rollover Option Plan. On March 16, 2021, USBTC established the 2021 Equity Incentive Plan (the "2021 Plan"). The 2021 Plan allowed USBTC to award stock options, stock appreciation rights, restricted awards and performance awards to employees, consultants, and directors of USBTC and its affiliates. Cancelled and forfeited awards are returned to the 2021 Plan for future awards. Pursuant to the Business Combination, the USBTC stock options outstanding under the 2021 Plan immediately before the Business Combination were exchanged for 0.6716 stock options of the Company, rounded down to the nearest whole option at an award level, with an exercise price equal to the exercise price of the replaced USBTC stock option immediately before the Business Combination divided by 0.6716, rounded up to the nearest whole cent if applicable ("USBTC Replacement Options"). In connection to the Business Combination, equity awards outstanding under Legacy Hut's, the accounting acquiree, Omnibus Long-term Incentive Plan established on February 15, 2018, as amended, (the "2018 Plan") were amended to settle in shares of the Company’s common stock, for restricted share units and deferred share units, or were cancelled under the 2018 Plan and reissued under the Company's 2023 Omnibus Incentive Plan (the "2023 Plan"), for stock options, all at an exchange ratio of 0.2000 effective November 30, 2023. The exercise price of stock options under the 2018 Plan immediately before the Business Combination was divided by the exchange ratio of 0.2000 rounded up to the nearest whole cent, if applicable, to obtain the exercise price of the reissued stock options. Fractional awards, if any, were rounded down to the nearest whole award unit at an award level. The replaced stock options are governed by the Company's 2023 Plan and the amended restricted stock units and deferred stock units are governed by the 2018 Plan with all replaced or amended awards having the same terms and conditions except otherwise noted. The 2018 Plan allowed Legacy Hut to award stock options and restricted share units to employees, consultants, service providers, and directors of Legacy Hut and its affiliates, and deferred share units to employees and directors of Legacy Hut. 1,553,254 shares of common stock have been authorized and registered to be issued under the 2018 Plan. Effective November 27, 2023, the Company established the 2023 Plan. Under the 2023 Plan, stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock units, deferred stock units, other stock-based awards, and stock bonuses can be granted to employees, consultants, and directors of the Company and its affiliates. Cancelled and forfeited awards are returned to the 2023 Plan for future awards. 6,065,682 shares of common stock have been authorized and registered to be issued under the 2023 Plan. As at December 31, 2023, only restricted stock units, deferred stock units, and stock options as replacements of Legacy Hut stock options have been granted under the 2023 Plan. The Company’s stock-based compensation expense recognized during the six months December 31, 2023, twelve months June 30, 2023, twelve months ended June 30, 2022, and the period from December 4, 2020 (inception) through June 30, 2021, is included in general and administrative expenses in the accompanying Consolidated Statements of Operations and Comprehensive Income (loss) and is as follows: Period from December 4, 2020 (inception) Six Months Ended Twelve Months Ended through (in thousands) December 31, 2023 June 30, 2023 June 30, 2022 June 30, 2021 Restricted stock awards $ 7,815 $ 3,123 $ 7,910 $ 10,478 Stock options 2,903 1,488 1,266 18 Restricted stock units 1,423 — — — Deferred stock units 75 — — — Total stock-based compensation $ 12,216 $ 4,611 $ 9,176 $ 10,496 In November 2023, prior to the Business Combination, USBTC issued 968,388 fully vested stock awards to as replacement for previously cancelled awards. As such, the Company immediately recognized $7.8 million of stock-based compensation expense upon issuance of the awards. Time-base restricted stock awards In February 2023, USBTC cancelled 704,449 restricted stock awards which it had awarded on January 5, 2023 and also cancelled 263,939 restricted stock awards from other previously issued restricted stock grants, and accordingly recognized compensation expense at that time in the amount of the remaining unrecognized compensation expense for all of these awards of $0.6 million. In addition, the time-based restricted stock awards held by USBTC’s chief executive officer and chief operating officer, at the time, contain certain acceleration clauses if triggering events occur. On August 15, 2022, due to a loss of control over USBTC's board of directors, the vesting was accelerated for these awards and the remaining amount of unrecognized compensation expense associated with these awards was recognized during the fiscal year ended June 30, 2023. On January 5, 2023 and August 9, 2022, USBTC awarded 704,449 and 4,869, respectively, time-based restricted stock awards, with an estimated fair value of $0.39 and $0.01, respectively, per share. USBTC estimated the fair value of $0.39 as of December 31, 2022 and $0.01 as of June 30, 2022, respectively, utilizing a market approach and the Guideline Public Company Method to derive an estimated equity value from publicly traded companies deemed comparable to USBTC. Once the equity value was determined, USBTC used the option pricing method to allocate fair value to USBTC’s individual securities outstanding at the time. On October 10, 2021, USBTC awarded 395,908 time-based restricted stock awards, with an estimated fair value of $3.38 per share. USBTC estimated the fair value as of September 30, 2021, utilizing the market approach and other fair value measurement techniques such as the backsolve method, which derives the equity value for USBTC from a transaction involving USBTC’s own securities, in this case, USBTC’s Series B preferred stock offering on September 30, 2021. From December 2020 through February 1, 2021, USBTC granted 4,491,325 restricted stock awards with an estimated fair value of $1.59 per share, which was supported by transactions with independent third parties, in the same months in which USBTC sold shares of its common stock for $1.59 per share. On March 17, 2021, USBTC, with assistance from a third-party valuation firm, estimated a fair value of $1.63 per share for 3,975,368 restricted stock awards granted on this date. Of the restricted stock awards issued from December 4, 2020 (inception) through June 30, 2021, 6,170,157 were fully vested restricted common stock awards pursuant to consulting agreements with various parties, some of whom were related parties, including USBTC’s chief executive officer and chief operating officer, at the time, as well as several investors. These awards were not issued pursuant to the 2021 Plan. In July 2021, USBTC canceled 167,900 previously fully vested restricted stock awards for one consultant. The assumptions used in the option pricing method and the backsolve method as of December 31, 2022, June 30, 2022, September 30, 2021, and March 17, 2021 were as follows: December 31, June 30, September 30, March 17, 2022 2022 2021 2021 Dividend yield — % — % — % — % Expected price volatility 120 % 120 % 100 % 100 % Risk-free interest rate 4.41 % 2.86 % 0.28 % 0.29 % Expected term 2.0 years 1.5 years 2.0 years 3.0 years A summary of USBTC’s unvested time-based restricted stock awards for the six months ended December 31, 2023, 12 months ended June 30, 2023, 12 months ended June 30, 2022, and the period from December 4, 2020 (inception) to June 30, 2021 is as follows: Weighted average Aggregate Number of grant-date intrinsic (in thousands, except share and per share amounts) shares fair value value December 4, 2020 (inception) — $ — $ — Granted 8,466,693 1.61 Vested (6,170,157) 1.59 9,871 Unvested as of June 30, 2021 2,296,536 1.63 3,745 Granted 395,908 3.38 Vested (656,153) 1.63 1,641 Unvested as of June 30, 2022 2,036,291 1.97 39 Granted 709,318 0.38 Vested (1,777,221) 1.76 34 Cancelled (968,388) 1.20 Unvested as of June 30, 2023 — — — Unvested as of December 31, 2023 — $ — $ — There was no remaining unrecognized compensation expense related to time-based restricted stock awards as of June 30, 2023 and for the six months ended December 31, 2023. Performance-based restricted stock awards For the 12 months ended June 30, 2022, USBTC had a total of 1,639,376 unvested performance-based restricted stock awards that had been issued to USBTC’s chief executive officer and chief operating officer, at the time, on March 17, 2021 that were subject to vesting upon achievement of specific market conditions. The restricted stock awards also contain certain acceleration clauses if triggering events occur. Half of these awards were subject to vesting if USBTC achieved a total company valuation equal to or greater than $1 billion and the other half of these awards were subject to vesting if USBTC achieved a total company valuation equal to or greater than $2 billion. Additionally, as of June 30, 2022, USBTC also had a total of 923,450 unvested performance-based restricted stock awards that had been issued to its chief executive officer and chief operating officer, at the time, on October 10, 2021 that were subject to vesting if USBTC achieved 20,000 miners or more deployed and secured purchase orders totaling 6 exahash of computing power before December 31, 2022. The restricted stock awards also contain certain acceleration clauses if triggering events occur. On August 15, 2022, due to a loss of control over USBTC’s board of directors, the vesting for all of the unvested performance-based restricted stock awards held by USBTC’s chief executive officer and chief operating officer, at the time, was accelerated and the remainder of the unrecognized compensation expense associated with these awards was recognized during the twelve months ended June 30, 2023. On October 10, 2021, USBTC awarded 1,846,900 performance-based restricted stock awards to its chief executive officer and chief operating officer, at the time, that vested upon the achievement of two milestones as follows: i) Milestone 1 – half of the shares vested when USBTC achieved 10,000 or more miners plugged in and secured purchase orders totaling 3 exahash of computing power before December 31, 2021 and ii) Milestone 2 – the other half of the shares vested when USBTC achieved 20,000 miners or more plugged in and secured purchase orders totaling 6 exahash of computing power before December 31, 2022. Milestone 1 was achieved prior to December 31, 2021 and Milestone 2 had not been achieved as of June 30, 2022. USBTC estimated a grant date fair value of $3.38 per share for these performance-based awards utilizing the assistance of a third-party valuation firm as discussed above under ‘Time-based restricted stock awards’. On March 17, 2021, USBTC awarded 1,639,376 performance-based restricted stock awards to the USBTC’s chief executive officer and chief operating officer, at the time, that will vest upon the achievement of specific market conditions. Half of these awards will vest if USBTC achieves a total company valuation equal to or greater than $1 billion and the other half of these awards will vest if USBTC achieves a total company valuation equal to or greater than $2 billion. USBTC estimated a grant date fair value of $0.02 per share utilizing a Monte Carlo valuation method with the assistance of a third-party valuation firm. The assumptions used in the backsolve method as of March 17, 2021 were as follows: March 17, 2021 Dividend yield — % Expected price volatility 100 % Risk-free interest rate 1.63 % Expected term 10.0 years A summary of USBTC’s unvested performance-based restricted stock awards for the six months ended December 31, 2023, twelve months ended June 30, 2023, twelve months ended June 30, 2022, and the period from December 4, 2020 (inception) to June 30, 2021 is as follows: Weighted average Number of grant-date Aggregate (in thousands, except share and per share amounts) shares fair value intrinsic value December 4, 2020 (inception) — $ — $ — Granted 1,639,376 0.02 Vested — — — Unvested as of June 30, 2021 1,639,376 0.02 2,673 Granted 1,846,900 3.38 Vested (923,450) 3.38 3,125 Unvested as of June 30, 2022 2,562,826 1.24 49 Vested (2,562,826) 1.24 49 Unvested as of June 30, 2023 — — — Unvested as of December 31, 2023 — $ — $ — There was no remaining unrecognized compensation expense related to performance-based restricted stock awards as of June 30, 2023 and for the six months ended December 31, 2023. Stock options The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model. Prior to the Business Combination, USBTC had been a private company and lacked publicly observable company-specific historical and implied volatility information. Therefore, expected stock volatility was estimated based on the historical volatility of a publicly traded set of peer companies. Also, due to the lack of historical exercise history, the expected term of USBTC’s stock options was determined using the “simplified” method for awards, which uses a mid-point between the vesting period and contractual term for each grant and for each vesting-tranche for awards with graded vesting. The risk-free interest rate was determined by referencing the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. An expected dividend yield of 0% was based on not having paid cash dividends historically and not expecting to pay cash dividends in the foreseeable future. The majority of USBTC’s stock options vest based on service provided by the grantee to USBTC over time; however, certain stock options are also subject to a performance-based vesting condition whereby vesting will be accelerated upon the completion of an initial public offering or merger event (the “IPO Options”). On November 30, 2023, due to the consummation of the Business Combination, USBTC accelerated a total of 763,609 unvested performance-based stocks options, which was comprised of the IPO Options and the January 2023 and February 2023 modified performance-based stock options. Accordingly, USBTC recognized $1.1 million of accelerated compensation expense as of the Business Combination closing date. Immediately prior to the closing of the Business Combination, 6,686,123 USBTC stock options were converted into 4,490,375 USBTC Replacement Options, based on an exchange ratio of 0.6716, rounded down to the nearest whole stock option at an award level. The exercise price of the USBTC Replacement Options is equal to the exercise price of the replaced USBTC stock option immediately before the Business Combination divided by 0.6716, rounded up to the nearest whole cent if applicable. USBTC treated the exchange as a Type I modification (probable-to-probable) and measured the total incremental expense as $3.9 million for all vested and unvested stock options. The incremental expense associated with the vested awards specifically, $0.3 million, was recognized immediately upon the exchange and hence is included in compensation expense in general and administrative expenses in the accompanying consolidated statements of operations and comprehensive income (loss) for the six months ended December 31, 2023. As previously described in this Note, in connection to the Business Combination consummated on November 30, 2023, Legacy Hut stock options under the 2018 Plan were cancelled and reissued under the Company's 2023 Plan at a 0.2000 ratio, rounded down if applicable at a grant level. The exercise price of stock options under the 2018 Plan immediately before the Business Combination were divided by the exchange ratio of 0.2000 rounded up to the nearest whole cent, if applicable, to obtain the exercise price of the replacement stock options. 115,000 Legacy Hut stock options were cancelled under the 2018 Plan and 23,000 replacement stock options were issued under the 2023 Plan with a weighted-average exercise price of $18.41 per share. The weighted-average fair value of these replacement stock options of $7.02 per share were estimated as described in this Note with the exception of expected stock volatility where the assumption of the replacement stock options converged with the acquiree awards' (Legacy Hut stock options) as of the Business Combination consummation; all other assumptions also converged with the acquiree awards' as of the Business Combination consummation. These 23,000 replacement stock options were fully vested on the Business Combination date. As such, there is no further unrecognized compensation expense related to these replacement stock options. In February 2023, USBTC entered into a change in control agreement with a senior executive, which modified the performance condition in 27,367 of their stock option awards. Under the modified terms, the stock options did not vest upon achievement of certain internal non-financial metrics and instead vested upon the completion of an initial public offering or merger event. USBTC determined the performance condition was not probable of being achieved both prior to and subsequent to the modification (a Type IV modification). Under US GAAP, stock compensation expense for equity awards that are conditional upon a liquidity event such as an initial public offering or merger event is not recognizable prior to the achievement of the liquidity event. As such, USBTC did not recognize any stock compensation expense for these stock options until the occurrence of an initial public offering or merger event. In January 2023, USBTC repriced 2,122,760 outstanding stock options to an exercise price of $0.39 per share. The incremental expense of vested stock options of approximately $0.03 million was recognized upon the modification date and the incremental expense of unvested stock options of $0.1 million will be recognized over the remaining vesting period of the awards. In January 2023, USBTC entered into change in control agreements with two senior executives that amended the vesting requirement of certain of their service-based stock options. Under the terms of the amended agreements, an acceleration provision was added for all unvested service-based stock options whereby immediate vesting would occur upon the consummation of the Business Combination. USBTC determined the performance condition was probable of being achieved both prior to and subsequent to the modification and accounted for these changes as a Type I modification (probable-to-probable). As the modification only resulted in the acceleration of service-based vesting and did not involve any other changes, there was no incremental fair value to recognize as additional compensation expense as at the modification date and accordingly no incremental compensation expense required to be recognized. Additionally, on January 3, 2022, USBTC modified the former chief financial officer's stock option award to allow for the conditional vesting of the first tranche of 79,752 stock options upon the occurrence of an initial public offering or merger event and the former chief financial officer’s continued service as an advisor to USBTC through such initial public offering or merger event. These stock options would have vested in July 2022 had the former chief financial officer’s employment continued until such time. At the time of the modification, USBTC reversed approximately $0.1 million of stock-based compensation expense recognized on the original unvested stock option award and estimated a grant date fair value for the modified award of approximately $0.9 million, which will not be recognized as stock-based compensation expense by USBTC until the occurrence of an initial public offering or merger event. The following assumptions were used in determining the fair value of the Company's stock options under the 2023 Plan and USBTC Replacement Options during the six months ended December 31, 2023. In addition, the following assumptions were used in determining the fair value of USBTC stock options pre-Business Combination for the 12 months ended June 30, 2023, 12 months ended June 30, 2022, and the period from December 4, 2020 (inception) to June 30, 2021: Period from December 4, 2020 (inception) Six Months Ended Twelve Months Ended through December 31, 2023 June 30, 2023 June 30, 2022 June 30, 2021 Dividend yield — % — % — % — % Expected price volatility 100% – 115 % 100 % 96.5% – 100 % 100 % Risk free interest rate 3.64% – 5.16% % 2.86% – 3.90 % 0.65% – 2.44 % 0.80% – 1.27 % Expected term (in years) 4.6 – 8.2 5.0 – 8.0 5.0 – 8.2 5.5 – 7.0 As of December 31, 2023 there were 3,155,683 unvested service-based options. A summary of stock options is below: Weighted Weighted average average remaining Number of exercise price Aggregate contractual life (in thousands, except share and per share amounts) shares (per share) intrinsic value (in years) Outstanding as of June 30, 2021 — $ — $ — — Granted 81,935 1.68 Forfeited or canceled — — Outstanding as of June 30, 2021 81,935 1.68 — 9.7 Granted 2,032,754 2.72 Forfeited or canceled (398,426) 1.65 Outstanding as of June 30, 2022 1,716,263 2.93 — 9.3 Granted 2,955,365 0.76 Forfeited or canceled (136,358) 1.44 Outstanding as of June 30, 2023 4,535,270 0.39 — 9.0 Granted — — Granted pursuant to the Business Combination 23,000 18.41 Exercised (42,508) 0.39 326 Forfeited or canceled (2,387) 0.39 Outstanding as of December 31, 2023 4,513,375 $ 0.48 $ 58,150 8.8 Vested and exercisable as of December 31, 2023 1,357,692 $ 0.70 $ 17,284 8.1 The Company had approximately $3.5 million of total unrecognized compensation expense related to stock options granted under the Rollover Option Plan as of December 31, 2023, which is expected to be recognized over a weighted-average remaining vesting period of approximately 1.0 years. The Company had no further remaining unrecognized compensation expense related to stock options granted under the 2023 Plan as of December 31, 2023. The weighted average grant-date fair value of stock options was as follows: $7.02 per share, $0.26 per share, $2.49 per share, $1.28 per share for the six months ended December 31, 2023, 12 months ended June 30, 2023, 12 months ended June 30, 2022, and the period from December 4, 2020 (inception) to June 30, 2021, respectively. Restricted stock units Restricted stock units granted under the 2023 Plan, and those governed under the 2018 Plan that are settleable in shares of common stock of the Company, entitle recipients to receive a number of shares of the Company's common stock over a vesting period, as per each respective restricted stock unit agreement. At the Company's discretion, restricted stock units may be settled in shares of common stock or cash in lieu of settling in shares or a combination of shares of common stock and cash, and the Company currently does not intend to settle any restricted stock units in cash or in a combination of shares of common stock and cash. Stock-based compensation expense related to share-settled restricted stock units is based on the fair value of the Company’s common stock on the date of grant for restricted stock units under the 2023 Plan. For restricted stock units under the 2018 Plan, the stock-based compensation expense is based on the fair value of the Company's common stock on the date of the Business Combination's consummation. The Company recognizes stock-based compensation expense associated with such share-settled restricted stock unit awards on a graded basis over the award's service-based vesting tranches. Share-settled restricted stock unit awards granted up to December 31, 2023 vest in equal annual installments over a three-year period (unless accelerated in connection with a change in control event under specified conditions as set forth in the applicable restricted stock unit agreement or otherwise in accordance with provisions of the award's governing plan or applicable agreement). The following table presents a summary of the activity of the service-based restricted stock units: Weighted average Number of grant-date Aggregate (in thousands, except share and per share amounts) units fair value intrinsic value December 4, 2020 (inception) — $ — $ — Unvested as of June 30, 2021 — — — Unvested as of June 30, 2022 — — — Unvested as of June 30, 2023 — — — Granted 502,806 12.16 Assumed pursuant to the Business Combination 1,466,066 9.50 Vested (412,859) 9.50 4,193 Forfeited (1,666) 9.50 Unvested as of December 31, 2023 1,554,347 $ 10.36 $ 20,735 The Company had approximately $10.0 million of total unrecognized compensation expense related to restricted stock units granted under the 2023 Plan and 2018 Plan that are settleable in shares of common stock of the Company as of December 31, 2023, which is expected to be recognized over a weighted-average remaining vesting period of approximately 1.2 years. Deferred stock units Deferred stock units granted under the 2023 Plan, and those governed under the 2018 Plan that are settleable in shares of common stock of the Company, entitle recipients to receive a number of shares of the Company's common stock over a vesting period if applicable, as per each respective deferred stock unit agreement. At the Company's discretion, deferred stock units may be settled in shares of common stock or cash in lieu of settling in shares or a combination of shares of common stock and cash, and the Company currently does not intend to settle any deferred stock units in cash or in a combination of shares of common stock and cash. Stock-based compensation expense related to share-settled deferred stock units is based on the fair value of the Company’s common stock on the date of grant for deferred stock units under the 2023 Plan. For deferred stock units under the 2018 Plan, the stock-based compensation expense is based on the fair value of the Company's common stock on the date of the Business Combination's consummation. The Company recognizes stock-based compensation expense associated with such share-settled deferred stock unit awards on a graded basis over the award's vesting tranches. Share-settled deferred stock unit awards granted to date are granted in vested state and can only be settled for shares of common stock of the Company upon the participant's departure from the Company. The following table presents a summary of the activity of the deferred stock units: Weighted average Number of grant-date Aggregate (in thousands, except share and per share amounts) units fair value intrinsic value December 4, 2020 (inception) — $ — $ — Unvested as of June 30, 2021 — — — Unvested as of June 30, 2022 — — — Unvested as of June 30, 2023 — — — Assumed pursuant to the Business Combination – in vested state 86,189 9.50 Granted and vested 5,615 13.34 Vested as of December 31, 2023 91,804 $ 9.73 $ 1,225 Unvested as of December 31, 2023 — $ — $ — There was no remaining unrecognized compensation expense related to deferred stock units as of December 31, 2023. Subsequent awards In February 2024, the Company awarded 314,029 service-based restricted stock units under its 2023 Plan to certain employees with a grant date fair value of $7.82 per unit. These restricted stock units vest in equal annual installments over a three-year In March 2024, the Company awarded 121,158 service-based restricted stock units under its 2023 Plan to its non-employee directors with a grant date fair value of $9.88 per unit. These restricted stock units vest on the date of the 2024 annual general meeting of the stockholders of the Company. Performance stock units granted under the 2023 Plan entitle recipients to receive a number of shares of the Company’s common stock based on performance and service conditions as per each respective performance stock unit agreement. In March 2024, the Company awarded 1,293,626 market-based performance stock units to certain employees, including to its chief executive officer and chief strategy officer. These market-based performance stock units vest three years from grant date and if the Company’s stock price, on a basis of the highest volume-weighted average stock price of the Company over a 20 20 |
Net income (loss) per share of
Net income (loss) per share of common stock | 6 Months Ended |
Dec. 31, 2023 | |
Net income (loss) per share of common stock | |
Net income (loss) per share of common stock | Note 18. Net income (loss) per share of common stock Basic and diluted net income (loss) per share attributable to common stockholders is computed in accordance to Note 2. Basis of presentation, summary of significant accounting policies and recent accounting pronouncements – Net income (loss) per share of common stock. In addition, as mentioned in Note 16. Stockholders' equity, a recapitalization of equity structure occurred and these consolidated financial statements contain recasted stockholders' equity balances resulting from the retroactive application of recapitalization accounting in accordance with U.S. GAAP. As such, the net income (loss) per share of common stock computations below for current and historical periods reflect the retroactive application of recapitalization. The following table presents potentially dilutive securities that were not included in the computation of diluted net income (loss) per share of common stock as their inclusion would have been anti-dilutive: Period from December 4, 2020 (Inception) Six Months Ended Twelve Months Ended through December 31, 2023 June 30, 2023 June 30, 2022 June 30, 2021 Unvested restricted stock awards (1) — — 4,599,117 3,935,912 Stock options 23,000 4,535,270 1,716,263 81,935 Restricted stock units 454,774 — — — Warrants 1,895 — — — Total 479,669 4,535,270 6,315,380 4,017,847 (1) The following is a reconciliation of the denominator of the basic and diluted net income (loss) per share of common stock computations for the periods presented: Period from December 4, 2020 (Inception) Six Months Ended Twelve Months Ended through (in thousands, except share and per share amounts) December 31, 2023 June 30, 2023 June 30, 2022 June 30, 2021 Numerator: Net income (loss) $ 6,208 $ (65,611) $ (31,803) $ (9,084) Denominator: Weighted average shares of common stock outstanding – basic 51,268,013 41,471,593 33,900,145 21,452,996 Dilutive impact of outstanding equity awards 4,004,597 — — — Weighted average shares of common stock outstanding – diluted 55,272,610 41,471,593 33,900,145 21,452,996 Net income (loss) per share of common stock: Basic (1) $ 0.12 $ (1.58) $ (0.94) $ (0.42) Diluted (2) $ 0.11 $ (1.58) $ (0.94) $ (0.42) (1) (2) |
Income Taxes
Income Taxes | 6 Months Ended |
Dec. 31, 2023 | |
Income Taxes | |
Income Taxes | Note 19. Income taxes For financial reporting purposes, income (loss) before income taxes includes the following components: Period from December 4, 2020 Six Months Ended Twelve Months Ended (Inception) through December 31, June 30, June 30, June 30, (in thousands) 2023 2023 2022 2021 United States $ (26,024) $ (66,809) $ (26,734) $ (11,181) Foreign 31,811 — — — Total $ 5,787 $ (66,809) $ (26,734) $ (11,181) The components of the (provision) benefit for income taxes consists of: Period from December 4, 2020 Six Months Ended Twelve Months Ended (Inception) through December 31, June 30, June 30, June 30, (in thousands) 2023 2023 2022 2021 Current Federal $ (424) $ (174) $ — $ — State — (146) — — Foreign — — — — Total current (424) (320) — — Deferred Federal $ 845 $ 1,518 $ (4,619) $ 1,647 State — — (450) 450 Foreign — — — — Total deferred 845 1,518 (5,069) 2,097 Total income tax benefit (provision) $ 421 $ 1,198 $ (5,069) $ 2,097 A reconciliation of the U.S. federal statutory income tax rates to the Company’s effective tax rate is as follows (in percentages): Period from December 4, Six Months Ended Twelve Months Ended (Inception) through December 31, June 30, June 30, June 30, 2023 2023 2022 2021 Statutory federal income tax rate 21.0 % 21.0 % 21.0 % 21.0 % State taxes, net of federal tax benefit — (0.2) (1.0) 5.7 Permanent differences 16.4 (0.1) (0.7) 0.0 Stock based compensation 9.4 (2.3) 0.4 (8.0) Non-taxable portion of gains on digital asset (72.2) 0.0 0.0 0.0 Foreign earnings taxed at a higher rate 24.7 0.0 0.0 0.0 Return to provision adjustments — 0.0 (0.6) 0.0 Change in valuation allowance (6.7) (16.6) (37.7) 0.0 Effective tax rate (7.4) % 1.8 % (18.6) % 18.7 % The following table summarizes the components of deferred tax: Six Months Ended Twelve Months Ended December 31, June 30, June 30, (in thousands) 2023 2023 2022 Deferred tax assets Finance and operating lease obligation $ 4,321 $ 339 $ 590 Operating tax losses carried forward 57,718 16,251 23,283 Share issuance costs 2,576 — — Prepaid expense 1,386 — — Capital tax losses carried forward 7,259 5,465 — Equity in earnings of unconsolidated joint venture 3,702 779 — Interest 10,088 8,185 1,835 Stock based compensation 884 428 1,136 Accrued severance 76 — — Intangible assets, net 379 — — Property and equipment, net 11,957 1,857 94 Subtotal of assets $ 100,346 $ 33,304 $ 26,938 Deferred tax liabilities Property and equipment, net (7,156) (10,311) (17,800) Operating lease right-of-use asset (4,179) (136) (577) Goodwill (313) — — Digital assets (15,475) — — Capital loan (65) — — Subtotal of liabilities $ (27,188) $ (10,447) $ (18,377) Total deferred tax liability 73,158 22,857 8,561 Valuation allowance (73,767) (24,311) (11,533) Net deferred tax liability $ (609) $ (1,454) $ (2,972) As of December 31, 2023, the Company has U.S. Federal net operating loss (NOLs) carryforwards of The Company does not have any unrecognized tax benefits. There are no significant matters determined to be unrecognized tax benefits taken or expected to be taken in a tax return, in accordance with ASC 740, which clarifies the accounting for uncertainty in income taxes recognized in the financial statements, that have been recorded on the Company’s financial statements for the six months ended December 31, 2023 and years ended June 30, 2022 and 2021. The Company does not anticipate a material change to unrecognized tax benefits in the next twelve months. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates on a calendar year basis. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. There are currently no pending tax examinations. The Company’s tax years are still open under statute from inception. The resolution of tax matters is not expected to have a material effect on the Company’s consolidated financial statements. |
Concentrations
Concentrations | 6 Months Ended |
Dec. 31, 2023 | |
Concentrations | |
Concentrations | Note 20. Concentrations The Company has only mined Bitcoin as of December 31, 2023, June 30, 2023, and June 30, 2022. Therefore, 100% of the Company’s mining revenue is related to one digital asset. The Company had two mining pool operators as of December 31, 2023, and three mining pool operators as of June 30, 2023, and June 30, 2022. |
Related party transactions
Related party transactions | 6 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions | |
Related Party Transactions | Note 21. Related party transactions Parties are considered related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. This includes equity method investment entities. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all known related party transactions. The Company provides services to TZRC, an equity method investment entity (refer to Note 9. Investment in unconsolidated joint venture In August 2023, prior to the completion of the Business Combination Agreement, a subsidiary of USBTC entered into a consulting agreement with a subsidiary of Legacy Hut, in which the USBTC subsidiary would provide consulting services related to management of certain Legacy Hut digital asset mining sites in exchange for a fixed monthly fee. Total revenue recognized until the effectiveness of the Business Combination Agreement Managed Services |
Commitments and contingencies
Commitments and contingencies | 6 Months Ended |
Dec. 31, 2023 | |
Commitments and contingencies | |
Commitments and contingencies | Note 22. Commitments and contingencies Commitments Purchase agreements In October 2023, the Company’s board of directors determined to expand the Company’s business by entering the AI infrastructure market through its initial purchase order of AI equipment for an aggregate purchase price of approximately $40.0 million. The purchase order is subject to customary terms and conditions, including a limited cancellation option by the Company prior to the commencement of the AI equipment production. The Company is currently evaluating alternatives to finance the purchase price of the AI equipment. Legal and regulatory matters The Company, and its subsidiaries, are subject at times to various claims, lawsuits and governmental proceedings relating to the Company’s business and transactions arising in the ordinary course of business. The Company cannot predict the final outcome of such proceedings. Where appropriate, the Company vigorously defends such claims, lawsuits and proceedings. Some of these claims, lawsuits and proceedings seek damages, including, consequential, exemplary or punitive damages, in amounts that could, if awarded, be significant. Certain of the claims, lawsuits and proceedings arising in ordinary course of business are covered by the Company’s insurance program. The Company maintains property and various types of liability insurance in an effort to protect the Company from such claims. In terms of any matters where there is no insurance coverage available to the Company, or where coverage is available and the Company maintains a retention or deductible associated with such insurance, the Company may establish an accrual for such loss, retention or deductible based on current available information. In accordance with accounting guidance, if it is probable that an asset has been impaired or a liability has been incurred as of the date of the financial statements, and the amount of loss is reasonably estimable, then an accrual for the cost to resolve or settle these claims is recorded by the Company in the accompanying Consolidated Balance Sheets. If it is reasonably possible that an asset may be impaired as of the date of the financial statement, then the Company discloses the range of possible loss. Expenses related to the defense of such claims are recorded by the Company as incurred and included in the accompanying Consolidated Statements of Operations. Management, with the assistance of outside counsel, may from time to time adjust such accruals according to new developments in the matter, court rulings, or changes in the strategy affecting the Company’s defense of such matters. On the basis of current information, the Company does not believe there is a reasonable possibility that, any material loss, if any, will result from any claims, lawsuits and proceedings to which the Company is subject to either individually, or in the aggregate. Litigation with North Bay facility power provider and leasehold provider On January 25, 2023, Hut 8 Mining Corp. filed a statement of claim in the Ontario Superior Court of Justice against Validus Power Corp. and Bay Power Corp. as defendants. Hut 8 Mining Corp.’s statement of claim included that defendants failed to meet obligations under a power purchase agreement between the parties. On February 21, 2023, the Company announced that it received a statement of defense and counterclaim. Completion of the Far North Transaction on February 15, 2024, whereby the assets of Validus Power Corp. were acquired by the Company, has resulted in the full and final resolution of all litigation claims and counterclaims made between Hut 8 Mining Corp. and Validus Power Corp. City of Niagara Falls, New York Lawsuit On November 18, 2022, the City of Niagara Falls, New York (“the City”), filed a lawsuit claiming the Company violated one of its newly enacted laws. The City also applied for a preliminary injunction to shut down the Company’s operation and also applied for and received a temporary restraining order which ordered the shutdown of the Company’s Niagara Falls operation, pending a hearing on its application. On January 25, 2023 the Company was additionally assessed a fine by the City. In March 2023, a tentative settlement was reached with the City. On April 5, 2023, the City voted to ratify the tentative settlement and the lawsuit was rescinded. All costs associated with the settlement have been included in the Company’s records as of December 31, 2023. Lancium, LLC Lawsuit On May 11, 2023, Lancium, LLC (“Lancium”) filed a lawsuit claiming the Company infringed upon a number of its patents and sought unspecified compensatory damages, treble damages and attorney’s fees and costs. On January 16, 2024, the lawsuit by Lancium was dismissed without prejudice. Legal Settlement The Company became a plaintiff in a malpractice lawsuit in September 2021. In April 2023, the Company settled the lawsuit for a gross amount of $3.1 million. In May 2023, the Company received approximately $1.5 million, net of legal fees, which is recorded in Costs and expenses in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss) for the twelve months ended June 30, 2023. Securities Litigation In February and March 2024, two purported securities class actions were filed in the U.S. District Court for the Southern District of New York against the Company and certain of its current and former officers. The complaints alleged violations of Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 10b-5 promulgated thereunder, and Section 20(a) of the Exchange Act. In February and March 2024, shareholder derivative suits were filed in the U.S. District Court for the District of Delaware and the U.S. District Court for the Southern District of Florida against the Company, its directors and certain of its current and former officers, alleging breach of fiduciary duties, unjust enrichment, waste of corporate assets, and violations of the Exchange Act, including Section 10(b). The Company disputes the claims in this case and intends to vigorously defend against them. Based on the preliminary nature of these proceedings, the outcome of these matters remains uncertain and the Company cannot estimate the potential impact, if any, on its business or financial statements at this time. |
Subsequent events
Subsequent events | 6 Months Ended |
Dec. 31, 2023 | |
Subsequent Events | |
Subsequent Events | Note 23. Subsequent events The Company has completed an evaluation of all subsequent events after the balance sheet date up to the date that the Consolidated Financial Statements were available to be issued. Except as described above and below, the Company has concluded no other subsequent events have occurred that requires disclosure. Termination and transition agreement On January 30, 2024, the Company entered into a Termination and Transition Agreement with the new owners of two of the Company’s managed services sites in Kearney, Nebraska and Granbury, Texas (the “Termination Agreement”). The Termination Agreement includes a $13.6 million payment to be made to the Company in connection with the termination of the PMAs at the two sites. Under the Termination Agreement, the Company will continue to provide managed services and conduct self-mining activities at the two sites through April 30, 2024 and the $13.6 million termination fee will be paid within 30 days of the termination date. Drumheller site closure On March 6, 2024, the Company announced the closure of its Drumheller site in Alberta, Canada, with the intention to relocate efficient miners to its Medicine Hat, Canada site, and retire inefficient miners from operations. The Company will maintain its lease at the site to maintain the option of re-energizing the site if market conditions improve. |
Basis of presentation, summar_2
Basis of presentation, summary of significant accounting policies and recent accounting pronouncements (Policies) | 6 Months Ended |
Dec. 31, 2023 | |
Basis of presentation, summary of significant accounting policies and recent accounting pronouncements | |
Basis of presentation | Basis of presentation The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Significant accounting policies followed by the Company in the preparation of the accompanying Consolidated Financial Statements are summarized below. |
Principles of consolidation | Principles of consolidation These Consolidated Financial Statements of the Company include the accounts of the Company and its wholly owned subsidiaries. Consolidated subsidiaries’ results are included from the date the subsidiary was formed or acquired. Intercompany balances and transactions have been eliminated in consolidation. Unconsolidated investments in which the Company does not have a controlling interest but does have significant influence are accounted for as equity method investments, with earnings recorded in other expense. These investments are included in long-term assets and the Company’s proportionate share of income or loss is included in other expense. |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. The reclassifications did not have a material impact on the Company’s Consolidated Financial Statements and related disclosures. The impact on any prior period disclosures was immaterial. |
Recent accounting pronouncements | Recent accounting pronouncements The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequences of the change to its Consolidated Financial Statements and assures that there are proper controls in place to ascertain that the Company’s Consolidated Financial Statements properly reflect the change. In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures In December 2023, the FASB issued ASU 2023-08, Intangibles - Goodwill and Other - Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets Accumulated deficit balance In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures On August 23, 2023, the FASB issued ASU No. 2023-05, Business Combinations - Joint Venture Formations Recognition and Initial Measurement |
Use of estimates | Use of estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment. Actual results inevitably will differ from those estimates, and such differences may be material to the financial statements. The most significant accounting estimates inherent in the preparation of the Company’s financial statements include estimates associated with revenue recognition, determining the useful lives and recoverability of long-lived assets, impairment analysis of finite-lived intangibles, goodwill and digital assets, stock-based compensation, and current and deferred income tax assets (including the associated valuation allowance) and liabilities. |
Cash | Cash Cash includes cash on hand and demand deposits placed with banks or other financial institutions, which are unrestricted as to withdrawal or use. The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. As of December 31, 2023, June 30, 2023 and June 30, 2022, the Company had no cash equivalents. Periodically, the Company may maintain deposits in financial institutions in excess of government insured limits. Management believes that the Company is not exposed to significant credit risk as the Company’s deposits are held at financial institutions that management believes to be of high credit quality. The Company has not experienced any losses on these deposits. |
Restricted cash | Restricted cash Restricted cash as of December 31, 2023, principally represented those cash balances that support commercial letters of credit and are restricted from withdrawal. |
Accounts receivable | Accounts receivable Accounts receivable consists of amounts due from the Company’s managed services, hosting, and HPC customers. The Company records accounts receivable at the invoiced amount less an allowance for any potentially uncollectable accounts under the current expected credit loss (“CECL”) impairment model and presents the net amount of the financial instrument expected to be collected. The CECL impairment model requires an estimate of expected credit losses, measured over the contractual life of an instrument, that considers forecasts of future economic conditions in addition to information about past events and current conditions. Based on this model, the Company considers many factors, including the age of the balance, collection history, and current economic trends. Bad debts are written off after all collection efforts have ceased. Allowances for credit losses are recorded as a direct reduction from an asset’s amortized cost basis. Credit losses are recorded in General and administrative expenses Based on the Company’s current and historical collection experience, management recorded allowances for doubtful accounts of $0.1 million, nil, and nil as of December 31, 2023, June 30, 2023 and June 30, 2022, respectively. |
Fair value measurement | Fair value measurement The Company’s financial assets and liabilities are accounted for in accordance with FASB ASC Topic 820, Fair Value Measurements and Disclosures Level 1— Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2— Observable, market-based inputs, other than quoted prices included in Level 1, for the assets or liabilities either directly or indirectly. Level 3—Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. Observable inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Company’s market assumptions. Unobservable inputs require significant management judgment or estimation. In some cases, the inputs used to measure an asset or liability may fall into different levels of the fair value hierarchy. In those instances, the fair value measurement is required to be classified using the lowest level of input that is significant to the fair value measurement. Such determination requires significant management judgment. Assets and liabilities measured at fair value on a recurring basis The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis and the Company’s estimated level within the fair value hierarchy of those assets and liabilities as of December 31, 2023: Fair value measured at December 31, 2023 Total carrying Significant other Significant value at Quoted prices in observable unobservable (in thousands) December 31, active markets inputs inputs 2023 (Level 1) (Level 2) (Level 3) Digital assets, net $ 388,510 $ 388,510 $ — $ — In determining the fair value of its digital assets, the Company uses quoted prices as determined by the Company’s principal market. See the Company’s digital assets accounting policy below. Assets and liabilities measured at fair value on a non-recurring basis In addition to assets and liabilities that are measured at fair value on a recurring basis, the Company also measures certain assets and liabilities at fair value on a nonrecurring basis. The Company’s non-financial assets, including goodwill, intangible assets, operating lease right of use assets, and property and equipment, are measured at fair value when there is an indication of impairment and the carrying amount exceeds the asset’s projected undiscounted cash flows. These assets are recorded at fair value only when an impairment charge is recognized. The Company did not have any impairment related to its financial assets and liabilities measured on a nonrecurring basis during the six months ended December 31, 2023. The Company recognized approximately $63.6 million of impairment losses related to its non-financial assets and liabilities measured on a nonrecurring basis during the 12 months ended June 30, 2023. See the Impairment of long-lived assets and goodwill accounting policy, as well as Note 7. Property and equipment, net The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, approximate fair value due to the short-term nature of these instruments. The carrying value of loans payable and other long-term liabilities approximate fair value as the related interest rates approximate rates currently available to the Company. |
Digital assets | Digital assets As a result of the adoption of ASU 2023-08, digital assets are measured at fair value as of each reporting period (see Recent accounting pronouncements). The fair value of digital assets is measured using the period-end closing price from the Company’s principal market, which is Coinbase Prime, in accordance with ASC 820. Since the digital assets are traded on a 24-hour period, the Company utilizes the price as of midnight UTC time, which aligns with the Company's digital assets mining revenue recognition cut-off. Changes in fair value are recognized in Gains on digital asset Operating income (loss) Gains on digital asset Prior to the adoption of ASU 2023-08, digital assets held were accounted for as intangible assets with an indefinite useful life. An intangible asset with an indefinite useful life was not amortized but assessed for impairment when events or changes in circumstances occured indicating that it was more likely than not that the indefinite-lived asset was impaired, and at a minimum annually. The Company measured for impairment on a daily basis, determining the fair value of its digital assets by using the lowest intra-day price as determined by the Company’s principal market. The Company recognized impairment whenever, and to the extent, the carrying amount exceeded the lowest intra-day price. To the extent an impairment loss was recognized, the loss established the new cost basis of the asset. Subsequent reversal of impairment losses was not permitted. Digital assets received by the Company through its revenue activities are accounted for in connection with the Company’s revenue recognition policy disclosed below. The Company’s treasury strategy is to cover its operating costs through the selling of digital assets earned from its revenue activities. These digital assets are included in current assets in the Consolidated Balance Sheets due to the Company’s ability to sell them in a highly liquid marketplace and the Company reasonably expects to liquidate these digital assets to support operations or for treasury management within the next 12 months. The Company’s remaining digital assets held are included in non-current assets as this portion of digital assets is not reasonably expected to be sold in the next 12 months as it is outside of the 12-month expected utilization for operational and capital needs of the Company. |
Investment in equity investees | Investment in equity investees The Company accounts for its investment in equity investees in accordance with ASC Topic 323, Investments – Equity Method and Joint Ventures Investment in unconsolidated joint venture The Company recorded its investment in TZRC based upon the fair value of the consideration transferred which was determined to be its cost. The Company’s investment is subsequently adjusted to recognize its share of net income or losses as they occur. The Company also adjusts its investment upon receipt of a distribution from an equity investee, which is accounted for as a distribution-in-kind that is measured as of time of receipt. The Company’s share of the investees’ earnings or losses is recorded, net of taxes, within equity in earnings (losses) of unconsolidated joint venture on the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss). Additionally, the Company’s interest in the net assets of its equity method investee is reflected on its Consolidated Balance Sheets. If, upon the Company’s acquisition of the investment, there is any difference between the cost of the investment and the amount of the underlying equity in the net assets of the investee, the difference is required to be accounted for as if the investee were a consolidated subsidiary. If the difference is assigned to depreciable or amortizable assets or liabilities, then the difference should be amortized or accreted in connection with the equity earnings based on the Company’s proportionate share of the investee’s net income or loss. If the Company is unable to relate the difference to specific accounts of the investee, the difference should be considered goodwill. The Company considers whether the fair value of its equity method investment has declined below its carrying value whenever adverse events or changes in circumstances indicate that recorded value may not be recoverable. If the Company considered any such decline to be other than temporary (based on various factors, including historical financial results, success of the mining operations and the overall health of the investee’s industry), then the Company would record a write-down to the estimated fair value. No impairment of the Company’s investment in TZRC was recorded for the six months ended December 31, 2023 or 12 months ended June 30, 2023 and June 30, 2022, respectively. |
Property and equipment | Property and equipment Property and equipment is stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets. Cost includes expenditures that are directly attributable to the acquisition of the asset, including those attributable to bringing the asset to its intended working condition. Construction in progress is not depreciated until the work is completed and the assets are placed in service. Based on the Company and the industry’s limited history to date, management is limited by the market data available. Furthermore, the data available also includes data derived from the use of economic modelling to forecast future digital assets and the assumptions reflected in such forecasts, including digital asset’s price and network difficulty, as well as derived from management’s assumptions which are inherently judgmental. Based on current data available, management has determined that the straight-line method of depreciation best reflects the current expected useful life of mining equipment and related infrastructure. Management reviews estimates at each reporting date and will revise such estimates as and when data becomes available. Management reviews the appropriateness of its assumption related to residual value at each reporting date. The estimated useful lives of the Company’s property and equipment are as follows: Useful life (Years) Mining infrastructure 5 - 10 Miners and mining equipment 4 Data center infrastructure 8 Computer and network equipment 3 Right-of-use assets - Finance lease Shorter of lease term or useful life of asset Leasehold improvements Shorter of lease term or useful life of asset Land improvements 15 Upon the sale or retirement of property and equipment, the cost and accumulated depreciation and amortization are removed from the Company’s Consolidated Balance Sheets with the resulting gain or loss, if any, reflected in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss). |
Mining equipment held for sale | Mining equipment held for sale The Company classifies long-lived assets to be sold as held for sale in the period in which all of the following criteria are met: (1) management, having the authority to approve the action, commits to a plan to sell the asset; (2) the asset is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets; (3) an active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated; (4) the sale of the asset is probable, and transfer of the asset is expected to qualify for recognition as a completed sale within one year, except if events or circumstances beyond the Company’s control extend the period of time required to sell the asset beyond one year; (5) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (6) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The Company initially measures long-lived assets that are classified as held for sale at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held-for-sale criteria are met. Conversely, gains are not recognized on the sale of long-lived assets until the date of sale. The Company assesses the fair value of a long-lived asset less any costs to sell each reporting period it remains classified as held for sale and reports any subsequent changes as an adjustment to the carrying value of the asset, as long as the new carrying value does not exceed the carrying value of the asset at the time it was initially classified as held for sale. For the six months ended December 31, 2023 and 12 months ended June 30, 2023 and June 30, 2022, the Company has not recognized any impairment or gains on sale of its mining equipment held for sale. On December 18, 2023, the Company signed an interim agreement to build out and install mining operations in connection with the Celsius bankruptcy proceedings at a site in Cedarvale, Texas, in which the Company also made certain of its unused mining infrastructure available for sale. As of December 31, 2023 the Company determined that each of the above criteria to classify long-lived assets to be sold as held for sale were met, and reclassified the carrying value of these assets of $3.9 million to Equipment held for sale |
Impairment of long-lived assets | Impairment of long-lived assets and goodwill The Company reviews long-lived assets and goodwill for impairment whenever events or changes in circumstances indicate that the carrying value of such assets (asset groups) may not be fully recoverable. The asset (asset group) to be held and used that is subject to impairment review represents the lowest level of identifiable cash flows that are largely independent of other groups of assets and liabilities. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted future cash flows expected to be generated by the asset. If such assets are considered unrecoverable, the impairment loss to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Factors the Company considers that could trigger an impairment include, but are not limited to, the following: significant changes in the manner of our use of the acquired assets or the strategy for the Company’s overall business, significant underperformance relative to expected historical or projected development milestones, significant negative regulatory or economic trends, significant technological changes which could render the mining equipment or electrical infrastructure assets obsolete. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary. When recognized, impairment losses related to long-lived assets to be held and used in operations are recorded in cost and expenses in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss). Impairment losses of approximately nil, $63.6 million, nil, and nil were recognized in the six months ended December 31, 2023, and twelve months ended June 30, 2023, June 30, 2022, and June 30, 2021, respectively, pertaining to the Company’s single asset group. See Note 7. Property and equipment, net |
Finite-lived intangible assets | Finite-lived intangible assets Intangible assets are comprised of customer relationships and a favorable contract acquired through acquisitions or business combinations, and rights to a property management agreement (“PMA”) contract under which it would be compensated for services of running TZRC’s operations. Intangible assets are amortized on a straight-line basis over the expected useful life, which is their contractual term or estimated useful life. The Company performs assessments to determine whether finite-lived classification is still appropriate at least annually. The carrying value of finite-lived assets and their remaining useful lives are also reviewed at least annually to determine if circumstances exist which may indicate a potential impairment or revision to the amortization period. A finite-lived intangible asset is considered to be impaired if its carrying value exceeds the estimated future undiscounted cash flows to be derived from it. The Company exercises judgment in selecting the assumptions used in the estimated future undiscounted cash flows analysis. Impairment is measured by the amount that the carrying value exceeds fair value. The use of different estimates or assumptions could result in significantly different fair values for our reporting units and intangible assets. The Company evaluates the useful lives of the intangible assets to determine if they are finite or indefinite-lived. Reaching a determination on useful life requires significant judgments and assumptions regarding the future effects of obsolescence, demand, competition, and other economic factors. Intangible assets are amortized on a straight-line basis over their useful lives. See Note 10. Intangible assets, net |
Goodwill | Goodwill Goodwill represents the cost of a business acquisition in excess of the fair value of the net assets acquired. Goodwill is not amortized and is reviewed for impairment annually, or more frequently if facts and circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. The Company compares the fair value of the reporting unit with its carrying amount. If the carrying amount exceeds the fair value, goodwill of the reporting unit is considered impaired and that excess is recognized as a goodwill impairment loss. |
Leases | Leases The Company accounts for its leases under ASC Topic 842, Leases leases, interest on the lease liability and the amortization of the right-of-use asset result in straight-line rent expense over the lease term. Upon adoption of ASC 842, for purposes of calculating the right-of-use asset and lease liability, the Company elected to combine lease and related non-lease components as permitted under ASC 842. The Company also elected the short-term lease exception for leases having an initial term of 12 months or less. Consequently, such leases are not recorded in the Consolidated Balance Sheets. The Company recognizes rent expense from its operating leases on a straight-line basis over the lease term. |
Revenue recognition | Revenue recognition The Company recognizes revenue under ASC Topic 606, Revenue from Contracts with Customers ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the Company satisfies a performance obligation In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract). If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following: ● Variable consideration ● Constraining estimates of variable consideration ● The existence of a significant financing component in the contract ● Noncash consideration ● Consideration payable to a customer Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. Digital assets mining The majority of the Company’s revenue is derived from the service of performing hash computations (i.e., hashrate) for mining pools. The Company has entered into arrangements, as amended from time to time, with mining pool operators to perform hash computations for the mining pools. Providing hash computation services for mining pools is an output of the Company’s ordinary activities. The Company has the right to decide the point in time and duration for which it will provide hash computation services to the mining pools. As a result, the Company’s enforceable right to compensation only begins when, and continues as long as, the Company provides hash computation services to the mining pools. The contracts are terminable at any time by either party without substantive compensation to the other party for such termination. Therefore, the Company has determined that the duration of the contract is less than 24 hours and that the contract continuously renews throughout the day. Upon termination, the mining pool operator (i.e., the customer) is required to pay the Company any amount due related to previously satisfied performance obligations. The Company has determined that the mining pool operator’s (i.e., the customer’s) renewal right is not a material right as the terms, conditions, and compensation amounts are at then market rates. There is no significant financing component in these transactions. In exchange for providing hash computation services, which represents the Company’s only performance obligation, the Company is entitled to noncash consideration in the form of digital assets, calculated under payout models determined by the mining pool operators. The payout model used by the mining pools in which the Company participated is the Full Pay Per Share (“FPPS”) model, which contains three components, (1) a fractional share of the fixed digital assets award from the mining pool operator (referred to as a “block reward”), (2) transaction fees generated from (paid by) blockchain users to execute transactions and distributed (paid out) to individual miners by the mining pool operator, and (3) mining pool operating fees retained by the mining pool operator for operating the mining pool. The Company’s total compensation is calculated using the following formula: the sum of the Company’s share of (a) block rewards and (b) transaction fees, less (c) mining pool operating fees. (1) Block rewards represent the Company’s share of the total amount of block subsidies that are expected to be generated on the Bitcoin network as a whole during the 24-hour period beginning at midnight UTC daily (the “measurement period”). The block reward earned by the Company is calculated by dividing (a) the total amount of hashrate the Company provides to the mining pool operator, by (b) the total Bitcoin network’s implied hashrate (as determined by the Bitcoin network difficulty), multiplied by (c) the total amount of block subsidies that are expected to be generated on the Bitcoin network as a whole during the measurement period. The Company is entitled to its relative share of consideration even if a block is not successfully added to the blockchain by the mining pool in the measurement period. (2) Transaction fees refer to the total fees paid by users of the network to execute transactions. The Company is entitled to a pro-rata share of the total amount of transaction fees that are actually generated on the bitcoin network as a whole during the measurement period. The transaction fees paid out by the mining pool operator to the Company is calculated by dividing (a) the total amount of transaction fees that are actually generated on the bitcoin network as a whole, by (b) the total amount of block subsidies that are actually generated on the bitcoin network as a whole, multiplied by (c) the Company’s block rewards earned as calculated in (1) above. The Company is entitled to its relative share of consideration even if a block is not successfully added to the blockchain by the mining pool in the measurement period. (3) Mining pool operating fees are charged by the mining pool operator for operating the mining pool as set forth on a rate schedule to the mining pool contract. The mining pool operating fees reduce the total amount of compensation the Company receives and are only incurred to the extent that the Company has generated mining revenue during the measurement period. For each contract, the Company measures noncash consideration at the Bitcoin spot price at the beginning of the day (midnight UTC time) on the date of contract inception, as determined by the Company’s principal market, which is Coinbase Prime. The Company recognizes this noncash consideration on the same day that control of the contracted service transfers to the mining pool operator, which is the same day as the contract inception. Managed services The Company began providing management services under PMAs in November 2022. Under PMAs, the Company provides project management services for the customer’s data centers. PMAs contain a single performance obligation comprised of a series of distinct monthly service periods. The contracts have an initial term of five High performance computing – colocation and cloud The high performance computing business earns revenue by providing colocation, cloud, and connectivity services to clients. Revenue is measured at the fair value of the consideration received or receivable for services, net of discounts and sales taxes. Revenue is recognized as the related services are provided to customers. The Company applies the five step ASC 606 model in determining the appropriate treatment of its various sources of revenue. The principal sources of revenue to the Company and recognition of these revenues are as follows: ● Monthly recurring revenue (“MRR”) from high performance computing services are recognized as service revenue ratably over the enforceable term of individual contracts which is typically the stated term. The Company satisfies its performance obligation as these services are made available over time. The Company believes this method to be the best representation of transfer of services as it is consistent with industry practice to measure satisfaction through passage of time. ● Transaction price is determined as the list price of services (net of discounts) that the Company delivers to its customers, taking into account the term of each individual contract, and the ability to enforce and collect the consideration. ● Revenue from installation services, which are not treated as distinct performance obligations, are recognized over the enforceable term of individual contracts consistent with the schedule of MRR discussed above. ● Usage revenue (overage and consumption-based services) is recorded as service revenue in the month the usage is incurred/service is consumed by the customer, based on a fixed agreed upon amount per unit consumed. ● Invoices are typically issued at the beginning of each month for MRR services and at the end of each month for usage revenue. Other Hosting: The Company has also entered into hosting contracts where it operates mining equipment on behalf of third parties within its facilities. The Company’s hosting contracts are service contracts that contain a single performance obligation. The service the Company provides includes the provision of mining equipment, energized space, and typically also includes monitoring, active troubleshooting, and various maintenance levels for the mining equipment. Consideration to which the Company is entitled under its hosting services agreements can be cash and in some cases noncash (Bitcoin) in contracts where the Company receives a percentage of the customer’s daily Bitcoin mined. These contracts are terminable at any time by either party without substantive compensation to the other party for such termination. Therefore, the Company has determined that the duration of these contracts is less than 24 hours and that the contract continuously renews throughout the day. Upon termination, the customer is required to pay the Company any amount due related to previously satisfied performance obligations. The Company has determined that the customer’s renewal right is not a material right as the terms, conditions, and compensation amounts are at then market rates. In contracts in which the Company receives noncash consideration, the Company measures noncash consideration at the Bitcoin spot price at the beginning of the day on the date of contract inception, as determined by the Company’s principal market, which is Coinbase Prime. The Company recognizes this noncash consideration on the same day that control of the contracted service transfers to the customer, which is the same day as the contract inception. Customer contracts can include advance payment terms in the form of monthly cash prepayments and/or upfront cash payments at contract inception. Advance payments are recorded as deferred revenue and recognized over time (generally, the month of hosting service to which they relate) as the customer simultaneously receives and consumes the benefits of the Company’s performance. There is no significant financing component in these transactions due to the short term nature of the payments. The Company’s hosting contracts can contain service level agreement clauses, which guarantee a certain percentage of time the power will be available to its customer. In the rare case that the Company may incur penalties under these clauses, the Company recognizes the payment as variable consideration and a reduction of the transaction price and, therefore, of revenue, when not in exchange for a good or service from the customer. Equipment sales and repairs: The Company entered into its first mining equipment sales contract in August 2022. Mining equipment sales contracts are for a fixed price and do not include a significant financing component. All consideration to which the Company is entitled is in the form of cash. The Company recognizes mining equipment revenue at a point in time based on management’s evaluation of when the control of the products has been passed to customers. The transfer of control to the customer occurs when products have been picked up by or shipped to the customer based on the terms of the contract. Each product is considered distinct from all other promised products in the contract because the Company does not provide a service of significant integration between each product promised, each product promised does not modify or customize any other product promised under the contract, and the promised products are not highly interrelated or interdependent. Some contracts may also include upfront deposits or require the customer to pay the full sale price up front. Any advance payments are recorded as deferred revenue and recognized as revenue upon transfer of control of the products to the customer. Bundled services: The Company offers certain customers bundled connectivity, colocation, and cloud services. Total consideration in contracts with customers are allocated to distinct performance obligations based on their stand-alone selling prices. The Company determined the stand-alone selling price to be the list price at which the Company sells connectivity, colocation and cloud services. |
Cost of revenues (exclusive of depreciation and amortization) | Cost of revenues (exclusive of depreciation and amortization) The Company’s cost of revenue consists primarily of direct costs of generating revenue, including electric power costs, hosting costs, repairs and maintenance, occupancy, materials and supplies costs, and labor. |
Stock-based compensation | Stock-based compensation The Company recognizes compensation expense for all share-based payment awards made to employees, directors, consultants, and service providers if any, including incentive stock options, non-qualified stock options, stock awards, and stock units based upon the estimated grant date fair value of the awards. The fair value of share-based payment awards is amortized over the requisite service period, which is defined as the period during which an employee is required to provide service in exchange for an award. The Company generally uses a graded attribution method for all grants. Awards with both performance and service conditions are expensed over the service period for each separately vesting tranche. Forfeitures are recorded as incurred. For more complex performance awards, including awards with market-based performance conditions, the Company employs a Monte Carlo simulation valuation method to calculate the fair value of the awards based on the most likely outcome. Under the Monte Carlo simulation, a number of variables and assumptions are used including, but not limited to the expected stock price volatility over the term of the award, the risk-free rate, and dividend yield. In accordance with accounting guidance for awards with market conditions, stock-based compensation is recognized over the derived service period, regardless of whether the award achieves the market condition and will only be adjusted to the extent the service condition is not met. Performance-based stock-based compensation begins to be recognized when the achievement of each performance condition is deemed probable, as the outcome of each event has inherent risks and uncertainties, and a positive outcome may not be known until the event is achieved. Stock-based compensation cost is adjusted in future periods for subsequent changes in the expected outcome of the performance-related conditions. Restricted stock units issued under the Company’s 2023 Omnibus Incentive Plan generally vest equally over a three-year period from grant date. Deferred stock units issued under the Company’s 2023 Omnibus Incentive Plan have been issued in vested state. Stock options issued under the Company’s 2023 Omnibus Incentive Plan pursuant to the Business Combination were issued in vested state. Restricted stock units assumed from the Business Combination generally vest equally over a three-year period from grant date. Deferred stock units from the Business Combination were fully vested upon assumption date. Both restricted stock units and deferred stock units assumed from the Business Combination continue to be governed under Hut 8’s Omnibus Long-term Incentive Plan; further details are in Note 17. Stock-based compensation Stock options issued under the Company’s 2021 Equity Incentive Plan are granted with an exercise price equal to no less than the market price of the Company’s stock at the date of grant and expire up to ten years from the date of grant. These options generally vest over a two year, four-year or six-year period. Certain option awards may vest only upon achievement of specific performance conditions. |
Income taxes | Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. For tax positions that are more likely than not of being sustained upon audit, the Company recognizes the largest amount of the benefit that is greater than 50% likely of being realized. For tax positions that are not more likely than not of being sustained upon audit, the Company does not recognize any portion of the benefit. Additionally, ASC 740 provides guidance on the recognition of interest and penalties related to income taxes. There were no interest or penalties related to income taxes that have been accrued or recognized as of December 31, 2023, June 30, 2023 and June 30, 2022. The Company would classify interest and penalties related to uncertain tax positions as income tax expense, if applicable. |
Net income (loss) per share of common stock | Net income (loss) per share of common stock During the twelve months ended June 30, 2023 and June 30, 2022, and the period from December 4, 2020 (inception) to June 30, 2021, the Company calculated basic and diluted net loss per share attributable to common stockholders in conformity with the two-class method required for companies with participating securities. The Company’s previously outstanding convertible preferred stock were considered participating securities as the holders were entitled to receive aggregated accrued and not paid dividends if/when declared by the board of directors at a dividend rate payable in preference and priority to the holders of common stock; however, as described in Note. 16 Stockholders’ equity Under the two-class method, basic net income (loss) per share attributable to common stockholders was calculated by dividing the net income (loss) less any net income allocated to participating securities by the weighted-average number of shares of common stock outstanding during the period. The net loss attributable to common stockholders was not allocated to unvested restricted stock awards as the holders of these securities do not have a contractual obligation to share in losses. Diluted net income (loss) per share attributable to common stockholders was computed by giving effect to all potentially dilutive common stock equivalents outstanding for the period under the treasury-stock method. For purposes of this calculation, stock options, restricted stock awards, restricted stock units, deferred stock units, and common share purchase warrants were considered common stock equivalents. In periods where the Company reported a net loss, common stock equivalents were excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect was anti-dilutive. In periods in which the Company reported a net loss, diluted net loss per share attributable to common stockholders was the same as basic net loss per share attributable to common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. As of July 1, 2023, the Company no longer had participating securities other than common stock. As such, the Company no longer was required to calculate earnings per share (“EPS”) under the two-class method. Basic net income per share of common stock is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. Diluted net income per share of common stock is computed by giving effect to all potential shares of common stock, including stock options, restricted stock units, deferred stock units, and common share purchase warrants to the extent dilutive under the treasury-stock method. |
Segment reporting | Segment reporting Operating segments are defined as components of an enterprise about which separate financial information is available that is regularly reviewed by the CODM which may be an individual or decision-making group. The CODM reviews financial information for the purpose of making operating decisions, allocating resources, and evaluating financial performance of the reportable operating segments of the business, based on discrete financial information. The Company’s chief executive officer is currently designated as the CODM. At June 30, 2023, the Company operated as one reportable segment, as two of its then three lines of business were recently launched, and the CODM did not receive discrete financial information or evaluate the business lines separately. Subsequent to the completion of the Business Combination on November 30, 2023, the Company had additional lines of business, and the CODM began receiving discrete financial information for four reportable segments for purposes of making operating decisions, allocating resources, and evaluating financial performance. The Company’s four reporting segments are Digital Assets Mining, Managed Services, High Performance Computing – Colocation and Cloud, and Other. The CODM uses revenue and cost of revenue of the Company’s four operating segments to assess their performance. |
Foreign currency | Foreign currency The U.S Dollar is the functional and presentation currency of the Company. The Company consolidates two entities that have a non-U.S. Dollar functional currency. Each of the Company’s subsidiaries determines its own functional currency and items of each subsidiary included in the Consolidated Financial Statements are measured using that functional currency. Assets and liabilities of foreign operations having a functional currency other than the U.S. Dollar are translated at the rate of exchange prevailing at the reporting date and revenues and expenses at average rates during the period. Foreign currency translation adjustments are reflected within accumulated other comprehensive loss (“AOCI”) in stockholders’ equity. Gains and losses from foreign currency transactions are included in net earnings for the period. Foreign currency-denominated monetary assets and liabilities of the Company are translated using the rate of exchange prevailing at the reporting date, and non-monetary assets and liabilities measured at fair value are translated at the rate of exchange prevailing at the date when the fair value was determined. Revenues and expenses are measured at average rates during the period. Gains or losses on translation of these items are included in earnings. Foreign currency denominated non-monetary assets and liabilities, measured at historic cost, are translated at the rate of exchange at the transaction date. |
Business combinations | Business combinations Acquisitions of businesses are accounted for using the acquisition method. The acquisition cost is measured at the acquisition date at the fair value of the consideration transferred. Goodwill arising on acquisition is initially measured at cost, being the difference between the fair value of the consideration transferred including the recognized amount of any non-controlling interest in the acquiree and the net recognized amount (generally fair value) of the identifiable assets and liabilities assumed at the acquisition date. If the net of the amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held interest in the acquiree (if any), the excess is recognized immediately in profit or loss as a bargain purchase gain. Acquisition-related costs, other than those that are associated with the issue of debt or equity securities that the Company incurs in connection with a business combination, are expensed as incurred. |
Share capital | Share capital Shares of common stock are classified as an equity instrument. Incremental costs directly attributable to the issuance of common shares are recognized as a reduction of equity, net of the related tax effect. |
Basis of Presentation, Summar_3
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Basis of presentation, summary of significant accounting policies and recent accounting pronouncements | |
Schedule of assets and liabilities measured at fair value | Fair value measured at December 31, 2023 Total carrying Significant other Significant value at Quoted prices in observable unobservable (in thousands) December 31, active markets inputs inputs 2023 (Level 1) (Level 2) (Level 3) Digital assets, net $ 388,510 $ 388,510 $ — $ — |
Schedule of estimated useful lives of the Company's plant and equipment | Useful life (Years) Mining infrastructure 5 - 10 Miners and mining equipment 4 Data center infrastructure 8 Computer and network equipment 3 Right-of-use assets - Finance lease Shorter of lease term or useful life of asset Leasehold improvements Shorter of lease term or useful life of asset Land improvements 15 |
Business Combinations (Tables)
Business Combinations (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Business Acquisition [Line Items] | |
Schedule of ownership of the combined company following the merger | Number of the Company’s outstanding shares Percentage of common stock ownership Legacy Hut shareholders 44,346,008 50.08 % USBTC stockholders 44,204,097 49.92 % 88,550,105 100.00 % |
Schedule of purchase price calculation | (in thousands, except share and per share amounts) Share exchange Legacy Hut common shares outstanding as of November 30, 2023 44,346,008 Legacy Hut share price as at November 30, 2023 $ 9.50 Share consideration $ 421,287 Value of Legacy Hut RSUs, DSUs, warrants, and stock options 9,740 Purchase price $ 431,027 |
Schedule of identifiable tangible and intangible assets acquired and liabilities assumed | (in thousands) Fair value Cash $ 23,031 Accounts receivable, net of allowance of $122 2,073 Deposits and prepaid expenses 15,803 Digital assets – held in custody 254,330 Digital assets – pledged as collateral 90,194 Property and equipment, net 53,781 Operating lease right-of-use asset 12,426 Intangible assets, net 12,003 Goodwill 56,199 Accounts payable and accrued expenses (25,484) Operating lease liability (12,120) Finance lease liability (1,433) Loans payable (49,776) $ 431,027 |
Schedule of supplemental disclosures of cash flow regarding the business combination | (in thousands) Fair value of tangible assets acquired $ 451,638 Goodwill and other intangible assets acquired 68,202 Liabilities assumed 88,813 Purchase price consideration 431,027 |
Schedule of pro forma financial information | Twelve Months Six Months Ended Ended December 31, December 31, June 30, (in thousands) 2023 2022 2023 Revenue $ 82,644 $ 85,384 $ 152,365 Operating loss (15,795) (198,565) (254,919) Net loss (13,729) (214,122) (250,186) Loss per common share $ (0.27) $ (3.16) $ (3.52) |
Hut 8 | |
Business Acquisition [Line Items] | |
Summary of assumptions used in determining the fair value of stock options | November 30, 2023 Dividend yield — % Expected price volatility 115 % Risk-free interest rate 3.64 % Expected term 4.7 years |
Segment information (Tables)
Segment information (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Segment information | |
Schedule of revenue and cost of revenue for reportable segments | Period from Six Months Ended Twelve Months Ended December 4, 2020 December 31, (Inception) through December 31, 2022 June 30, June 30, June 30, (in thousands) 2023 (Unaudited) 2023 2022 2021 Reportable segment revenue: Digital Assets Mining $ 41,477 $ 25,744 $ 49,247 $ 68,164 $ 4,272 Managed Services 12,595 2,600 12,798 — — High Performance Computing – Colocation and Cloud 1,138 — — — — Other 5,954 17,641 20,115 5,566 — Eliminations (559) — — — — Total segement and consolidated revenue $ 60,605 $ 45,985 $ 82,160 $ 73,730 $ 4,272 Reportable segment cost of revenue (exclusive of depreciation and amortization shown below): Digital Assets Mining 26,508 23,193 38,601 23,361 1,464 Managed Services 3,366 1,063 975 — — High Performance Computing – Colocation and Cloud 655 — — — — Other 4,332 3,512 3,536 2,422 — Eliminations (559) — — — — Total segment and consolidated cost of revenue $ 34,302 $ 27,768 $ 43,112 $ 25,783 $ 1,464 Reconciling items: Depreciation and amortization (10,620) (11,811) (18,779) (11,591) (391) General and administrative expenses (37,551) (10,609) (27,344) (31,325) (12,144) Gains on digital asset 32,626 — — — — Loss on sale of property and equipment (443) — (445) — — Realized gain on sale of digital assets — 2,201 4,577 5,455 — Impairment of digital assets — (2,272) (3,703) (30,301) (1,254) Impairment of long-lived assets — (63,574) (63,574) — — Legal settlement — — 1,531 — — Foreign exchange gain 1,002 — — — — Interest expense (11,703) (14,703) (27,935) (6,919) (200) Gain on debt extinguishment — — 23,683 — — Equity in earnings (losses) of unconsolidated joint venture 6,173 (510) 6,132 — — Income tax benefit (provision) 421 1,808 1,198 (5,069) 2,097 Net income (loss) $ 6,208 $ (81,253) $ (65,611) $ (31,803) $ (9,084) |
Schedule of long-lived assets by reportable segments | December 31, June 30, June 30, (in thousands) 2023 2023 2022 Digital Assets Mining $ 166,340 $ 71,255 $ 105,439 Managed Services 5,221 5,535 — High Performance Computing – Colocation and Cloud 31,282 — — Other 4,634 — 14,169 Total Long-Lived Assets and Goodwill $ 207,477 $ 76,790 $ 119,608 |
Comparative financials for th_2
Comparative financials for the six months ended December 31, 2023 and December 31, 2022 (unaudited) (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Comparative financials for the six months ended December 31, 2023 and December 31, 2022 (unaudited) | |
Schedule Of Consolidated Balance Sheet | December 31, December 31, 2022 2023 (Unaudited) Assets Current assets Cash and cash equivalents $ 30,504 $ 6,707 Restricted cash 453 — Accounts receivable, net 3,336 110 Deposits and prepaid expenses 18,457 16,923 Digital assets – held in custody 4,963 751 Equipment held for sale 3,907 — Total current assets 61,620 24,491 Non-current assets Digital assets – held in custody 282,997 — Digital assets – pledged as collateral 100,550 — Property and equipment, net 118,069 75,906 Operating lease right-of-use asset 14,534 623 Deposits and prepaid expenses 5,540 68,597 Investment in unconsolidated joint venture 82,656 100,169 Intangible assets, net 17,279 4,427 Goodwill 57,595 — Total non-current assets 679,220 249,722 Total assets $ 740,840 $ 274,213 Liabilities and stockholders' equity Current liabilities Accounts payable and accrued expenses $ 43,757 $ 7,604 Deferred revenue 2,700 2,617 Operating lease liability, current portion 1,226 378 Finance lease liability, current portion 748 — Loans payable 64,127 95,355 Total current liabilities 112,558 105,954 Non-current liabilities Operating lease liability, less current portion 13,736 1,144 Finance lease liability, less current portion 661 — Loans payable, less current portion 123,320 156,213 Deposit liability 2,317 125 Deferred tax liabilities 609 1,164 Total liabilities $ 253,201 $ 264,600 Commitments and contingencies Stockholders’ equity Preferred stock, $0.01 par value; 25,000,000 shares authorized; no shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively — — Common stock, $0.01 par value; 1,000,000,000 shares authorized; 88,962,964 , and 41,469,204 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively 889 415 Additional paid-in capital 576,241 131,338 Accumulated deficit (100,252) (122,140) Accumulated other comprehensive income 10,761 — Total stockholders’ equity 487,639 9,613 Total liabilities and stockholders’ equity $ 740,840 $ 274,213 |
Schedule of consolidated statements of comprehensive income (loss) | Six Months Ended December 31, December 31, 2022 2023 (Unaudited) Revenue: Digital Assets Mining $ 41,477 $ 25,744 Managed Services 12,595 2,600 High Performance Computing – Colocation and Cloud 1,138 — Other 5,395 17,641 Total revenue 60,605 45,985 Cost of revenue (exclusive of depreciation and amortization shown below): Cost of revenue - Digital Assets Mining 26,508 23,193 Cost of revenue - Managed Services 3,366 1,063 Cost of revenue - High Performance Computing – Colocation and Cloud 655 — Cost of revenue - Other 3,773 3,512 Total cost of revenue 34,302 27,768 Operating expenses: Depreciation and amortization 10,620 11,811 General and administrative expenses 37,551 10,609 Gains on digital asset (32,626) — Loss on sale of property and equipment 443 — Realized gain on sale of digital assets — (2,201) Impairment of digital assets — 2,272 Impairment of long-lived assets — 63,574 Total operating expenses 15,988 86,065 Operating income (loss) 10,315 (67,848) Other (expense) income: Foreign exchange gain 1,002 — Interest expense (11,703) (14,703) Equity in earnings (losses) of unconsolidated joint venture 6,173 (510) Total other (expense) income (4,528) (15,213) Net income (loss) before taxes 5,787 (83,061) Income tax benefit (provision) 421 1,808 Net income (loss) $ 6,208 $ (81,253) Net income (loss) per share of common stock: Basic $ 0.12 $ (2.02) Diluted $ 0.11 $ (2.02) Weighted average number of shares of common stock outstanding: Basic 51,268,013 40,134,586 Diluted 55,272,610 40,134,586 Net income (loss) $ 6,208 $ (81,253) Other comprehensive income: Foreign currency translation adjustments 10,761 — Total comprehensive income (loss) $ 16,969 $ (81,253) |
Schedule of consolidated statements of stockholders' equity | Series A Series B Series B-1 Accumulated Preferred Stock Preferred Stock Preferred Stock Additional Other Total USBTC USBTC USBTC Common Stock Paid-in Accumulated Comprehensive Stockholders' Shares Amount Shares Amount Shares Amount Shares Amount Capital Deficit Income Equity Balance, June 30, 2022 — $ — — $ — — $ — 41,464,335 $ 415 $ 128,075 $ (40,887) $ — $ 87,603 Stock-based compensation – net of retroactive application of recapitalization — — — — — — 4,869 — 3,263 — — 3,263 Net income (loss) — — — — — — — — — (81,253) — (81,253) Balance, December 31, 2022 — $ — — $ — — $ — 41,469,204 $ 415 $ 131,338 $ (122,140) $ — $ 9,613 Series A Series B Series B-1 Accumulated Preferred Stock Preferred Stock Preferred Stock Additional Other Total USBTC USBTC USBTC Common Stock Paid-in Accumulated Comprehensive Stockholders' Shares Amount Shares Amount Shares Amount Shares Amount Capital Deficit Income Equity Balance, June 30, 2023 — $ — — $ — — $ — 43,193,201 $ 432 $ 133,439 $ (106,498) $ — $ 27,373 Cumulative effect upon adoption of ASU 2023-08 — — — — — — — — — 38 — 38 Issuance of common stock for the replacement of cancelled restricted stock awards – net of retroactive application of recapitalization — — — — — — 968,388 10 7,805 — — 7,815 Issuance of common stock – stock option exercises – net of retroactive application of recapitalization — — — — — — 42,508 — 16 — — 16 Shares issued in the Business Combination — — — — — — 44,346,008 443 430,578 — — 431,021 Warrants assumed in the Business Combination — — — — — — — — 6 — — 6 Issuance of common stock – restricted stock unit settlements — — — — — — 412,859 4 (4) — — — Stock-based compensation — — — — — — — — 4,401 — — 4,401 Foreign currency translation adjustments — — — — — — — — — — 10,761 10,761 Net income (loss) — — — — — — — — — 6,208 — 6,208 Balance, December 31, 2023 — $ — — $ — — $ — 88,962,964 $ 889 $ 576,241 $ (100,252) $ 10,761 $ 487,639 (Reflects the retrospective application of the 0.6716 share consolidation pursuant to the Business Combination effective November 30, 2023 and the 250-for-1 stock split effective September 1, 2022) |
Schedule of consolidated statements of cash flows | Six Months Ended December 31, December 31, 2022 2023 (Unaudited) Operating activities Net income (loss) $ 6,208 $ (81,253) Adjustments to reconcile net income (loss) to net cash used in operating activities: — Depreciation and amortization 10,620 11,811 Impairment of long-lived assets — 63,574 Amortization of operating right-of-use assets 208 857 Non-cash lease expense 185 81 Stock-based compensation 12,216 3,263 Equity in earnings (losses) of unconsolidated joint venture (6,173) 510 Distributions of earnings from unconsolidated joint venture 17,100 — Digital Assets Mining revenue (41,477) (25,744) Hosting revenue received in digital assets (2,027) — Gains on digital asset (32,626) — Impairment of digital assets — 2,272 Realized gain on sale of digital assets — (2,201) Deferred tax assets and liabilities (845) (1,808) Foreign exchange gain (1,338) — Amortization of debt discount 3,649 515 Loss on sale of property and equipment 443 — Paid-in-kind interest expense 7,669 9,546 Changes in assets and liabilities: Accounts receivable, net (643) 1,058 Deposits and prepaid expenses (254) 5,552 Accounts payable and accrued expenses 3,934 (1,976) Deferred revenue 1,669 (12,222) Operating lease liabilities (456) (962) Deposit liability 2,317 (1,353) Net cash provided by (used in) operating activities (19,621) (28,480) Investing activities Proceeds from sale of digital assets 41,548 25,868 Deposits on miners — (9,037) Purchases of property and equipment (604) (2,416) Proceeds from sale of property and equipment 672 178 Investment in unconsolidated joint venture — (10,000) Cash acquired on Business Combination 23,031 — Net cash provided by (used in) investing activities 64,647 4,593 Financing activities Proceeds from loans payable — 14,240 Repayments of loans payable (24,740) (4,713) Principal payments on finance lease (60) — Proceeds from the issuance of common stock - stock option exercises 16 — Net cash provided by (used in) financing activities (24,784) 9,527 Foreign currency effect on cash, cash equivalents, and restricted cash 336 — Increase (decrease) in cash 20,578 (14,360) Cash, and cash equivalents, beginning of period 10,379 21,067 Cash, cash equivalents, and restricted cash, end of period $ 30,957 $ 6,707 Six Months Ended December 31, December 31, 2022 2023 (Unaudited) Supplemental cash flow information: Cash paid for interest $ 454 $ 5,489 Cash paid for income taxes $ 700 $ — Non-cash transactions Reclassification of deposits and prepaid expenses to property and equipment $ — $ 28,759 Loan payable assumed in investment in unconsolidated joint venture, at fair value $ — $ 95,146 Intangible assets assumed in investment in unconsolidated joint venture, at fair value $ — $ 4,467 Debt proceeds not yet received included in deposits and prepaid expenses $ — $ 8,558 Right-of-use assets obtained in exchange for operating lease liabilities $ 1,470 $ — Mining revenue in accounts receivable, net $ 292 $ 26 Property and equipment in accounts payable and accrued expenses $ 7,095 $ 2,126 Reclassification of property and equipment to equipment held for sale $ 3,907 $ — Assets acquired net of liabilities assumed on Business Combination, net of cash $ 407,996 $ — Cumulative effect upon adoption of ASU 2023-08 $ 38 $ — Issuance of common stock - restricted stock unit settlements $ 4 $ — |
Digital assets (Tables)
Digital assets (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Digital assets | |
Schedule of changes in carrying amount of digital assets | (in thousands) Amount Balance as of July 1, 2021 $ 3,018 Revenue recognized from Bitcoin mined 68,164 Carrying value of Bitcoin sold (39,909) Impairment of Bitcoin (30,301) Mining revenue not received (125) Balance as of June 30, 2022 $ 847 Revenue recognized from Bitcoin mined 49,247 Mining revenue earned in prior period received in current period 125 Carrying value of Bitcoin sold (45,453) Impairment of Bitcoin (3,703) Mining revenue not received (212) Balance as of June 30, 2023 $ 851 Cumulative effect upon adoption of ASU 2023-08 38 Bitcoin assumed through the Business Combination 344,283 Other digital assets assumed through the Business Combination 241 Revenue recognized from Bitcoin mined 41,477 Hosting revenue received in Bitcoin 2,027 Mining revenue earned in prior period received in current period 212 Carrying value of Bitcoin sold (41,548) Change in fair value of Bitcoin 32,493 Change in fair value of other digital assets 133 Foreign currency translation adjustments 8,595 Mining revenue not received (292) Balance as of December 31, 2023 $ 388,510 Number of Bitcoin held as of December 31, 2023 9,195 Cost basis of Bitcoin held as of December 31, 2023 $ 356,261 Cost basis of other digital assets held as of December 31, 2023 $ 247 Realized gains on the sale of Bitcoin for the six months ended December 31, 2023 $ 633 |
Schedule of details of the digital assets | Amount Number of digital assets (in thousands) December 31, 2023 June 30, 2023 June 30, 2022 December 31, 2023 June 30, 2023 June 30, 2022 Current Bitcoin held in custody $ 4,583 $ 851 $ 847 109 29 44 Other digital assets held in custody 380 — — 55,008 — — Total current digital assets - held in custordy 4,963 851 847 55,117 29 44 Non-current Bitcoin held in custody 282,997 — — 6,704 — — Total non-current digital assets - held in custody $ 282,997 $ — $ — 6,704 — — Non-current Bitcoin pledged as collateral 100,550 — — 2,382 — — Total non-current digital assets - pledged as collateral 100,550 — — 2,382 — — Total digital assets $ 388,510 $ 851 $ 847 64,203 29 44 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Property and equipment, net | |
Schedule of property and equipment | (in thousands) December 31, 2023 June 30, 2023 June 30, 2022 Mining infrastructure $ 26,110 $ 6,865 $ 20,651 Miners and mining equipment 89,521 67,561 74,582 Data center infrastructure 8,772 — — Computer and network equipment 8,254 — — Right-of-use assets - Finance lease 1,377 — — Leasehold improvements 742 59 59 Land and land improvements 50 — 1,739 Construction in progress 12,471 10,929 32,175 Property and equipment, gross 147,297 85,414 129,206 Less: Accumulated depreciation (29,228) (14,695) (11,948) Property and equipment, net $ 118,069 $ 70,719 $ 117,258 |
Deposits and prepaid expenses (
Deposits and prepaid expenses (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Deposits and prepaid expenses | |
Schedule of components of deposits and prepaid expenses | (in thousands) December 31, 2023 June 30, 2023 June 30, 2022 Current Prepaid insurance $ 4,042 $ 454 $ 736 Prepaid electricity 4,526 3,156 6,867 Deposit related to Stalking Horse Bid (See Note 22. Commitments and contingencies 7,547 — — Deposit related to Fahrenheit bid — 3,300 — Debt proceeds not yet received — — 5,485 Other deposits 2,342 594 910 Total current deposits and prepaid expenses $ 18,457 $ 7,504 $ 13,998 Non-current Deposits on miners $ — $ — $ 82,042 Deposits related to electricity supply under electricity supply agreement 5,288 — 3,518 Collateral deposits — — 2,500 Other 252 254 277 Total non-current deposits and prepaid expenses $ 5,540 $ 254 $ 88,337 |
Investment in unconsolidated _2
Investment in unconsolidated joint venture (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Investment in unconsolidated joint venture | |
Schedule of consolidated income statement and balance sheet for TZRC | Condensed Consolidated Income Statements Six Months Ended December 31, June 30, (in thousands) 2023 2023 Revenues, net $ 80,565 $ 65,468 Gross profit 38,667 36,774 Net income 5,371 5,150 Net income attributable to investee 2,686 2,575 Condensed Consolidated Balance Sheets December 31, June 30, (in thousands) 2023 2023 Cash $ 39,505 $ 42,567 Total current assets 55,097 46,702 Property and equipment, net 159,865 190,056 Total other assets 34,490 34,514 Current liabilities 36,970 29,991 Noncurrent liabilities 17,512 17,486 Members equity 194,970 223,795 |
Intangible assets, net (Tables)
Intangible assets, net (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Intangible assets, net | |
Schedule of intangible assets | The following table presents the Company’s intangible assets as of December 31, 2023: Foreign currency Gross Accumulated translation Net book Estimated useful (in thousands) book value amortization adjustments value lives (years) Customer relationships $ 1,694 $ (24) $ 42 $ 1,712 6 Favorable Contract 10,309 (220) 257 10,346 4 Property Management Agreement (“PMA”) 5,900 (679) — 5,221 10 Intangible assets $ 17,903 $ (923) $ 299 $ 17,279 The following table presents the Company’s intangible assets as of June 30, 2023: Gross Accumulated Net book Estimated useful (in thousands) book value amortization value lives (years) Property Management Agreement (“PMA”) $ 5,900 $ (365) $ 5,535 10 Intangible assets $ 5,900 $ (365) $ 5,535 |
Schedule of estimated future amortization expense of the intangible assets | The following table presents the estimated future amortization of the intangible assets as of December 31, 2023: (in thousands) 2024 $ 3,557 2025 3,557 2026 3,557 2027 3,337 2028 916 Thereafter 2,355 Total $ 17,279 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Goodwill. | |
Schedule of goodwill | December 31, June 30, June 30, (in thousands) 2023 2023 2022 Balance at beginning of Fiscal year $ — $ — $ — Acquisition - Business Combination 56,199 — — Foreign currency translation adjustments 1,396 — — Balance at end of Fiscal year $ 57,595 $ — $ — |
Accounts payable and accrued _2
Accounts payable and accrued expenses (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Accounts payable and accrued expenses | |
Summary of components of accounts payable and accrued expenses | (in thousands) December 31, 2023 June 30, 2023 June 30, 2022 Accounts payable $ 14,960 $ 3,605 $ 6,274 Accrued transaction costs 2,238 2,365 — Accrued site acquisition costs 7,095 — — Accrued state sales taxes 9,573 — — Accrued compensation costs 4,217 117 236 Other accruals 5,674 1,524 1,100 Total accounts payable and accrued expenses $ 43,757 $ 7,611 $ 7,610 |
Deferred revenue (Tables)
Deferred revenue (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Deferred revenue. | |
Schedule of deferred revenue | (in thousands) December 31, 2023 June 30, 2023 June 30, 2022 Beginning balance $ 1,031 $ 14,839 $ — Deferred revenue assumed through the Business Combination 95 — — Advances received from customers 6,879 3,407 20,405 Revenue earned (5,305) (17,215) (5,566) Ending balance $ 2,700 $ 1,031 $ 14,839 |
Loans payable (Tables)
Loans payable (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Loans payable | |
Summary of company's secured promissory notes | (in thousands) December 31, June 30, June 30, Issuance Date Maturity Date Interest Rate 2023 2023 2022 TZRC Secured Promissory Note December 6, 2022 April 8, 2027 15.25 % $ 81,870 $ 92,102 $ — Third Party Note December 6, 2022 December 5, 2027 18.00 % 11,490 10,501 — Anchorage Loan February 3, 2023 February 2, 2028 14.00 % 44,363 48,587 — Coinbase Credit Facility June 26, 2023 June 25, 2024 10.50 % 49,724 — — Amended MEFA July 17, 2021 July 25, 2023 14.00 % — — 6,694 July 17, 2021 January 25, 2024 14.00 % — — 6,946 December 27, 2021 June 25, 2023 12.00 % — — 23,602 December 27, 2021 December 25, 2023 12.00 % — — 41,034 ELSAs March 31, 2022 April 1, 2024 12.00 % — — 25,000 April 26, 2022 May 1, 2024 12.00 % — — 25,000 Total $ 187,447 $ 151,190 $ 128,276 Less: current portion 64,127 1,299 77,215 Long-term portion $ 123,320 $ 149,891 $ 51,061 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Leases | |
Schedule of right-of-use assets and lease liabilities | December 31, June 30, June 30, (in thousands) 2023 2023 2022 Right-of-use assets: Operating leases $ 14,534 $ 536 $ 2,350 Finance leases 1,294 — — Total right-of-use assets $ 15,828 $ 536 $ 2,350 Lease liabilities: Operating leases $ 14,962 $ 1,338 $ 2,403 Finance leases 1,409 — — Total lease liabilities $ 16,371 $ 1,338 $ 2,403 |
Schedule of components of lease expense | The Company’s lease costs are comprised of the following: Period from December 4, 2020 (Inception) Six Months Ended Twelve Months Ended through (in thousands) December 31, 2023 June 30, 2023 June 30, 2022 June 30, 2021 Operating leases Operating lease cost $ 380 $ 443 $ 554 $ 129 Variable lease cost 113 86 107 — Operating lease expense 493 529 661 129 Short-term lease expense 26 297 169 — Total operating lease expense 519 826 830 129 Finance leases Amortization of financed assets 62 — — — Interest on lease obligations 8 — — — Total finance lease expense 70 — — — Total lease expense $ 589 $ 826 $ 830 $ 129 The following table presents supplemental lease information: Period from December 4, 2020 (Inception) Six Months Ended Twelve Months Ended through ( in thousands) December 31, 2023 June 30, 2023 June 30, 2022 June 30, 2021 Operating cash outflows - operating leases $ 456 $ 499 $ 519 $ 114 Operating cash outflows - finance leases $ 8 $ — $ — $ — Financing cash outflows - finance leases $ 60 $ — $ — $ — Right-of-use assets obtained in exchange for operating lease liabilities $ 1,470 $ — $ 2,262 $ 596 Right-of-use assets obtained in exchange for finance lease liabilities $ — $ — $ — $ — Period from December 4, 2020 (Inception) Six Months Ended Twelve Months Ended through December 31, 2023 June 30, 2023 June 30, 2022 June 30, 2021 Weighted-average remaining lease term - operating leases 11.0 3.1 4.2 2.4 Weighted-average remaining lease term - finance leases 1.8 — — — Weighted-average discount rate (1) 11.1 % 7.0 % 7.0 % 7.0 % Weighted average discount rate - finance leases 6.8 % — % — % — % (1) |
Schedule of maturities of operating lease liabilities | Operating (thousands) Leases 2024 $ 2,875 2025 3,025 2026 2,874 2027 2,548 2028 2,110 Thereafter 13,988 Total undiscounted lease payments 27,420 Less present value discount (12,458) Present value of operating lease liabilities $ 14,962 |
Schedule of future minimum finance lease payments | Finance (in thousands) Leases 2024 $ 820 2025 682 2026 — 2027 — 2028 — Thereafter — Total undiscounted lease payments 1,502 Less present value discount (93) Present value of finance lease liabilities $ 1,409 |
Stockholders' equity (Tables)
Stockholders' equity (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity. | |
Schedule of recapitalization of common stock | Shares of USBTC USBTC common common stock stock to prior to the Hut 8 Corp. Recapitalization Business common stock of Period Description Combination exchange ratio common stock Period from December 4, 2020 (inception) through June 30, 2021 Issuance of common stock for cash, net of common stock exchanged for Series A preferred stock 24,329,000 0.6716 16,339,333 Period from December 4, 2020 (inception) through June 30, 2021 Stock-based compensation 15,047,750 0.6716 10,106,064 Twelve months Ended June 30, 2022 Transfer of shares subject to registration to permanent equity 656,250 0.6716 440,736 Twelve months Ended June 30, 2022 Cancellation of restricted stock award (250,000) 0.6716 (167,900) Twelve months Ended June 30, 2022 Stock-based compensation 3,339,500 0.6716 2,242,808 Twelve months ended June 30, 2023 Issuance of common stock 2,960,000 0.6716 1,987,936 Twelve months ended June 30, 2023 Cancellation of restricted stock award (1,441,913) 0.6716 (968,388) Twelve months ended June 30, 2023 Stock-based compensation 1,056,162 0.6716 709,318 Six months ended December 31, 2023 Issuance of common stock for the replacement of cancelled restricted stock awards 1,441,913 0.6716 968,388 Six months ended December 31, 2023 Issuance of common stock – stock option exercises 63,298 0.6716 42,508 |
Schedule of Black-Scholes Assumptions for Fair Value of Options Granted | November 30, 2023 Dividend yield — % Expected price volatility 106 % Risk-free interest rate 4.48 % Expected term 2.8 years |
Summary of Warrant Activity | Weighted Weighted average average remaining Number of exercise price contractual life shares (per share) (in years) December 4, 2020 (inception) — $ — — Outstanding as of June 30, 2021 — — — Outstanding as of June 30, 2022 — — — Outstanding as of June 30, 2023 — — — Assumed pursuant to the Business Combination 1,895 53.45 2.8 Outstanding as of December 31, 2023 1,895 $ 53.45 2.8 |
Schedule of changes in accumulated other comprehensive income, net of tax | June 30, Net June 30, Net December 31, (in thousands) 2022 Change 2023 Change 2023 Foreign currency translation adjustment gain $ — $ — $ — $ 10,761 $ 10,761 Total $ — $ — $ — $ 10,761 $ 10,761 |
Stock-based compensation (Table
Stock-based compensation (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of stock-based compensation expense | Period from December 4, 2020 (inception) Six Months Ended Twelve Months Ended through (in thousands) December 31, 2023 June 30, 2023 June 30, 2022 June 30, 2021 Restricted stock awards $ 7,815 $ 3,123 $ 7,910 $ 10,478 Stock options 2,903 1,488 1,266 18 Restricted stock units 1,423 — — — Deferred stock units 75 — — — Total stock-based compensation $ 12,216 $ 4,611 $ 9,176 $ 10,496 |
Time-base restricted stock awards | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of assumptions used in the option pricing method and the backsolve method | December 31, June 30, September 30, March 17, 2022 2022 2021 2021 Dividend yield — % — % — % — % Expected price volatility 120 % 120 % 100 % 100 % Risk-free interest rate 4.41 % 2.86 % 0.28 % 0.29 % Expected term 2.0 years 1.5 years 2.0 years 3.0 years |
Summary of unvested restricted stock awards activity | Weighted average Aggregate Number of grant-date intrinsic (in thousands, except share and per share amounts) shares fair value value December 4, 2020 (inception) — $ — $ — Granted 8,466,693 1.61 Vested (6,170,157) 1.59 9,871 Unvested as of June 30, 2021 2,296,536 1.63 3,745 Granted 395,908 3.38 Vested (656,153) 1.63 1,641 Unvested as of June 30, 2022 2,036,291 1.97 39 Granted 709,318 0.38 Vested (1,777,221) 1.76 34 Cancelled (968,388) 1.20 Unvested as of June 30, 2023 — — — Unvested as of December 31, 2023 — $ — $ — |
Performance-based restricted stock awards | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of assumptions used in the option pricing method and the backsolve method | March 17, 2021 Dividend yield — % Expected price volatility 100 % Risk-free interest rate 1.63 % Expected term 10.0 years |
Summary of unvested restricted stock awards activity | Weighted average Number of grant-date Aggregate (in thousands, except share and per share amounts) shares fair value intrinsic value December 4, 2020 (inception) — $ — $ — Granted 1,639,376 0.02 Vested — — — Unvested as of June 30, 2021 1,639,376 0.02 2,673 Granted 1,846,900 3.38 Vested (923,450) 3.38 3,125 Unvested as of June 30, 2022 2,562,826 1.24 49 Vested (2,562,826) 1.24 49 Unvested as of June 30, 2023 — — — Unvested as of December 31, 2023 — $ — $ — |
Employee Stock Option | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of assumptions used in determining the fair value of stock options | Period from December 4, 2020 (inception) Six Months Ended Twelve Months Ended through December 31, 2023 June 30, 2023 June 30, 2022 June 30, 2021 Dividend yield — % — % — % — % Expected price volatility 100% – 115 % 100 % 96.5% – 100 % 100 % Risk free interest rate 3.64% – 5.16% % 2.86% – 3.90 % 0.65% – 2.44 % 0.80% – 1.27 % Expected term (in years) 4.6 – 8.2 5.0 – 8.0 5.0 – 8.2 5.5 – 7.0 |
Summary of stock options activity | Weighted Weighted average average remaining Number of exercise price Aggregate contractual life (in thousands, except share and per share amounts) shares (per share) intrinsic value (in years) Outstanding as of June 30, 2021 — $ — $ — — Granted 81,935 1.68 Forfeited or canceled — — Outstanding as of June 30, 2021 81,935 1.68 — 9.7 Granted 2,032,754 2.72 Forfeited or canceled (398,426) 1.65 Outstanding as of June 30, 2022 1,716,263 2.93 — 9.3 Granted 2,955,365 0.76 Forfeited or canceled (136,358) 1.44 Outstanding as of June 30, 2023 4,535,270 0.39 — 9.0 Granted — — Granted pursuant to the Business Combination 23,000 18.41 Exercised (42,508) 0.39 326 Forfeited or canceled (2,387) 0.39 Outstanding as of December 31, 2023 4,513,375 $ 0.48 $ 58,150 8.8 Vested and exercisable as of December 31, 2023 1,357,692 $ 0.70 $ 17,284 8.1 |
Restricted stock units | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of the activity of the service-based restricted stock units | Weighted average Number of grant-date Aggregate (in thousands, except share and per share amounts) units fair value intrinsic value December 4, 2020 (inception) — $ — $ — Unvested as of June 30, 2021 — — — Unvested as of June 30, 2022 — — — Unvested as of June 30, 2023 — — — Granted 502,806 12.16 Assumed pursuant to the Business Combination 1,466,066 9.50 Vested (412,859) 9.50 4,193 Forfeited (1,666) 9.50 Unvested as of December 31, 2023 1,554,347 $ 10.36 $ 20,735 |
Deferred stock units | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of the activity of the deferred stock units | Weighted average Number of grant-date Aggregate (in thousands, except share and per share amounts) units fair value intrinsic value December 4, 2020 (inception) — $ — $ — Unvested as of June 30, 2021 — — — Unvested as of June 30, 2022 — — — Unvested as of June 30, 2023 — — — Assumed pursuant to the Business Combination – in vested state 86,189 9.50 Granted and vested 5,615 13.34 Vested as of December 31, 2023 91,804 $ 9.73 $ 1,225 Unvested as of December 31, 2023 — $ — $ — |
Net income (loss) per share o_2
Net income (loss) per share of common stock (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Net income (loss) per share of common stock | |
Schedule of antidilutive securities | Period from December 4, 2020 (Inception) Six Months Ended Twelve Months Ended through December 31, 2023 June 30, 2023 June 30, 2022 June 30, 2021 Unvested restricted stock awards (1) — — 4,599,117 3,935,912 Stock options 23,000 4,535,270 1,716,263 81,935 Restricted stock units 454,774 — — — Warrants 1,895 — — — Total 479,669 4,535,270 6,315,380 4,017,847 (1) |
Schedule of basic and diluted net income (loss) per share | Period from December 4, 2020 (Inception) Six Months Ended Twelve Months Ended through (in thousands, except share and per share amounts) December 31, 2023 June 30, 2023 June 30, 2022 June 30, 2021 Numerator: Net income (loss) $ 6,208 $ (65,611) $ (31,803) $ (9,084) Denominator: Weighted average shares of common stock outstanding – basic 51,268,013 41,471,593 33,900,145 21,452,996 Dilutive impact of outstanding equity awards 4,004,597 — — — Weighted average shares of common stock outstanding – diluted 55,272,610 41,471,593 33,900,145 21,452,996 Net income (loss) per share of common stock: Basic (1) $ 0.12 $ (1.58) $ (0.94) $ (0.42) Diluted (2) $ 0.11 $ (1.58) $ (0.94) $ (0.42) (1) (2) |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Income Taxes | |
Schedule of income before income taxes | Period from December 4, 2020 Six Months Ended Twelve Months Ended (Inception) through December 31, June 30, June 30, June 30, (in thousands) 2023 2023 2022 2021 United States $ (26,024) $ (66,809) $ (26,734) $ (11,181) Foreign 31,811 — — — Total $ 5,787 $ (66,809) $ (26,734) $ (11,181) |
Schedule of components of the (provision) benefit for income taxes | Period from December 4, 2020 Six Months Ended Twelve Months Ended (Inception) through December 31, June 30, June 30, June 30, (in thousands) 2023 2023 2022 2021 Current Federal $ (424) $ (174) $ — $ — State — (146) — — Foreign — — — — Total current (424) (320) — — Deferred Federal $ 845 $ 1,518 $ (4,619) $ 1,647 State — — (450) 450 Foreign — — — — Total deferred 845 1,518 (5,069) 2,097 Total income tax benefit (provision) $ 421 $ 1,198 $ (5,069) $ 2,097 |
Schedule of reconciliation of income taxes by percentage and amount | Period from December 4, Six Months Ended Twelve Months Ended (Inception) through December 31, June 30, June 30, June 30, 2023 2023 2022 2021 Statutory federal income tax rate 21.0 % 21.0 % 21.0 % 21.0 % State taxes, net of federal tax benefit — (0.2) (1.0) 5.7 Permanent differences 16.4 (0.1) (0.7) 0.0 Stock based compensation 9.4 (2.3) 0.4 (8.0) Non-taxable portion of gains on digital asset (72.2) 0.0 0.0 0.0 Foreign earnings taxed at a higher rate 24.7 0.0 0.0 0.0 Return to provision adjustments — 0.0 (0.6) 0.0 Change in valuation allowance (6.7) (16.6) (37.7) 0.0 Effective tax rate (7.4) % 1.8 % (18.6) % 18.7 % |
Schedule of components of income tax expense | Six Months Ended Twelve Months Ended December 31, June 30, June 30, (in thousands) 2023 2023 2022 Deferred tax assets Finance and operating lease obligation $ 4,321 $ 339 $ 590 Operating tax losses carried forward 57,718 16,251 23,283 Share issuance costs 2,576 — — Prepaid expense 1,386 — — Capital tax losses carried forward 7,259 5,465 — Equity in earnings of unconsolidated joint venture 3,702 779 — Interest 10,088 8,185 1,835 Stock based compensation 884 428 1,136 Accrued severance 76 — — Intangible assets, net 379 — — Property and equipment, net 11,957 1,857 94 Subtotal of assets $ 100,346 $ 33,304 $ 26,938 Deferred tax liabilities Property and equipment, net (7,156) (10,311) (17,800) Operating lease right-of-use asset (4,179) (136) (577) Goodwill (313) — — Digital assets (15,475) — — Capital loan (65) — — Subtotal of liabilities $ (27,188) $ (10,447) $ (18,377) Total deferred tax liability 73,158 22,857 8,561 Valuation allowance (73,767) (24,311) (11,533) Net deferred tax liability $ (609) $ (1,454) $ (2,972) |
Organization (Details)
Organization (Details) | 6 Months Ended | |||
Sep. 01, 2022 $ / shares | Dec. 31, 2023 item $ / shares | Jun. 30, 2023 $ / shares | Jun. 30, 2022 $ / shares | |
Organization | ||||
Number of self-mining operations | item | 6 | |||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.01 | $ 0.01 | $ 0.01 |
Preferred stock, par value | $ 0.00001 | $ 0.01 | $ 0.01 | $ 0.01 |
Stock split ratio | 250 |
Basis of Presentation, Summar_4
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements (Details) - USD ($) $ in Thousands | 6 Months Ended | ||||
Jul. 01, 2023 | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | |
Basis of presentation, summary of significant accounting policies and recent accounting pronouncements | |||||
Accumulated deficit | $ (100,252) | $ (106,498) | $ (122,140) | $ (40,887) | |
Increase/Decrease in Accumulated deficit | $ 40 | ||||
Accounting Standards Update [Extensible Enumeration] | Accounting Standards Update 2023 08 [Member] |
Basis of Presentation, Summar_5
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements - Fair value of financial instruments (Details) - Recurring $ in Thousands | 6 Months Ended |
Dec. 31, 2023 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Digital assets, net | $ 388,510 |
Level 1 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Digital assets, net | $ 388,510 |
Basis of Presentation, Summar_6
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements - Property and equipment (Details) | Dec. 31, 2023 |
Mining infrastructure | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of plant and equipment | 5 years |
Mining infrastructure | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of plant and equipment | 10 years |
Miners and mining equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of plant and equipment | 4 years |
Data center infrastructure | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of plant and equipment | 8 years |
Computer and network equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of plant and equipment | 3 years |
Land improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of plant and equipment | 15 years |
Basis of Presentation, Summar_7
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements - Additional information (Details) | 6 Months Ended | 7 Months Ended | 12 Months Ended | ||||||
Nov. 30, 2022 segment | Dec. 31, 2023 USD ($) entity segment | Dec. 31, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2023 USD ($) segment item | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Feb. 29, 2024 USD ($) | Nov. 30, 2023 shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
cash equivalents | $ 0 | $ 0 | $ 0 | ||||||
Allowances for doubtful accounts | 100,000 | 0 | 0 | ||||||
Impairment of long-lived assets | 0 | $ 63,574,000 | $ 0 | $ 63,574,000 | 0 | $ 0 | |||
Equipment held for sale | $ 3,907,000 | ||||||||
Long-lived assets to be sold as held for sale | $ 2,000,000 | ||||||||
Vesting period | 3 years | ||||||||
Interest or penalties related to income taxes | $ 0 | ||||||||
Number of reportable segments | segment | 4 | 1 | |||||||
Number of business lines launched recently | item | 2 | ||||||||
Number of business lines | item | 3 | ||||||||
Number of operating segments | segment | 4 | ||||||||
Number Of reporting entities | entity | 2 | ||||||||
USBTC | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Shares received for each share of acquiree entity | shares | 0.6716 | ||||||||
Minimum | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
PMA initial term | 5 years | ||||||||
Maximum | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
PMA initial term | 10 years | ||||||||
TZRC LLC | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Impairment of long-lived assets | $ 0 | $ 0 | $ 0 | ||||||
2023 Omnibus Incentive Plan | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Vesting period | 3 years | ||||||||
2021 Plan | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Term of options | 10 years | ||||||||
Vesting period | 2 years | ||||||||
Tranche two | 2021 Plan | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Vesting period | 4 years | ||||||||
Tranche three | 2021 Plan | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Vesting period | 6 years |
Business Combinations - Narrati
Business Combinations - Narratives (Details) | Nov. 30, 2023 shares |
Hut 8 | |
Business Acquisition [Line Items] | |
Shares received for each share of acquiree entity | 0.2000 |
USBTC | |
Business Acquisition [Line Items] | |
Shares received for each share of acquiree entity | 0.6716 |
Ownership percentage of existing shareholders in merged entity | 50% |
Business Combinations - Ownersh
Business Combinations - Ownership (Details) - shares | Dec. 31, 2023 | Nov. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 |
Business Combinations | ||||
Number of the Company's outstanding shares of common stock | 88,962,964 | 88,550,105 | 43,193,201 | 41,464,335 |
Percentage ownership | 100% | |||
Legacy Hut shareholders | ||||
Business Combinations | ||||
Number of the Company's outstanding shares of common stock | 44,346,008 | |||
Percentage ownership | 50.08% | |||
USBTC stockholders | ||||
Business Combinations | ||||
Number of the Company's outstanding shares of common stock | 44,204,097 | |||
Percentage ownership | 49.92% |
Business Combinations - Purchas
Business Combinations - Purchase consideration (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 30, 2023 | Dec. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 |
Business Acquisition [Line Items] | ||||
Common Stock, Shares, Outstanding | 88,550,105 | 88,962,964 | 43,193,201 | 41,464,335 |
Hut 8 | ||||
Business Acquisition [Line Items] | ||||
Common Stock, Shares, Outstanding | 44,346,008 | |||
Legacy Hut share price as at November 30, 2023 | $ 9.50 | |||
Share consideration | $ 421,287 | |||
Value of Legacy Hut RSUs, DSUs, warrants, and stock options | 9,740 | |||
Purchase price | $ 431,027 |
Business Combinations - assumpt
Business Combinations - assumptions were used in determining the fair value of these stock options (Details) | 6 Months Ended | 12 Months Ended | |||
Nov. 30, 2023 shares | Mar. 16, 2021 | Feb. 15, 2018 | Dec. 31, 2023 shares | Jun. 30, 2023 | |
Business Combinations | |||||
Assumed pursuant to the Business Combination | 1,895 | ||||
Rollover Option Plan | |||||
Business Combinations | |||||
Exchange ratio of stock option in business combination | 0.6716 | ||||
2018 Plan | |||||
Business Combinations | |||||
Exchange ratio of stock option in business combination | 0.2000 | ||||
2023 Plan | |||||
Business Combinations | |||||
Exchange ratio of stock option in business combination | 0.2000 | ||||
Employee Stock Option | |||||
Business Combinations | |||||
Expected term | 4 years 8 months 12 days | ||||
Unvested restricted stock awards | |||||
Business Combinations | |||||
Assumed pursuant to the Business Combination - in vested state (in shares) | 1,466,066 | ||||
Deferred stock units | |||||
Business Combinations | |||||
Assumed pursuant to the Business Combination - in vested state (in shares) | 86,189 | ||||
USBTC | 2018 Plan | |||||
Business Combinations | |||||
Exchange ratio of stock option in business combination | 0.2000 | ||||
USBTC | Employee Stock Option | |||||
Business Combinations | |||||
Number of options issued | 23,000 | ||||
Dividend yield | 0% | ||||
USBTC | Employee Stock Option | Rollover Option Plan | |||||
Business Combinations | |||||
Exchange ratio of stock option in business combination | 0.6716 | ||||
USBTC | Employee Stock Option | 2018 Plan | |||||
Business Combinations | |||||
Exchange ratio of stock option in business combination | 0.2000 | ||||
USBTC | Employee Stock Option | 2023 Plan | |||||
Business Combinations | |||||
Exchange ratio of stock option in business combination | 0.2000 | ||||
Hut 8 | 2023 Plan | |||||
Business Combinations | |||||
Number of options issued | 23,000 | ||||
Hut 8 | Employee Stock Option | 2023 Plan | |||||
Business Combinations | |||||
Number of options issued | 23,000 | ||||
Hut 8 | Employee Stock Option | |||||
Business Combinations | |||||
Expected price volatility | 115% | ||||
Risk-free interest rate | 3.64% |
Business Combinations - Assets
Business Combinations - Assets acquired and liabilities assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Nov. 30, 2023 |
Business Combinations | ||
Goodwill | $ 57,595 | |
Hut 8 | ||
Business Combinations | ||
Cash | $ 23,031 | |
Accounts receivable, net of allowance of $122 | 2,073 | |
Deposits and prepaid expenses | 15,803 | |
Digital assets - held in custody | 254,330 | |
Digital assets - pledged as collateral | 90,194 | |
Property, plant and equipment | 53,781 | |
Operating lease right of use asset | 12,426 | |
Intangible assets, net | 12,003 | |
Goodwill | 56,199 | |
Accounts payable and accrued liabilities | (25,484) | |
Operating lease liability | (12,120) | |
Finance lease liability | (1,433) | |
Loans payable | (49,776) | |
Total assets acquired and liabilities | $ 431,027 | 431,027 |
Accounts receivable, net of allowance | $ 122 |
Business Combinations - Supplem
Business Combinations - Supplemental disclosures of cash flow information (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2023 | Nov. 30, 2023 | |
Hut 8 | |||
Business Combinations | |||
Fair value of tangible assets acquired | $ 451,638 | ||
Goodwill and other intangible assets acquired | 68,202 | ||
Liabilities assumed | 88,813 | ||
Purchase price consideration | 431,027 | $ 431,027 | |
Transactions expenses | 13,200 | $ 13,800 | |
Us Bitcoin Corp And Hut 8 Mining Corp | |||
Business Combinations | |||
Transactions expenses | $ 13,200 |
Business Combinations - Pro For
Business Combinations - Pro Forma Combined Results of Operations (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | |
Pro Forma Information | |||
Revenue | $ 82,644 | $ 85,384 | $ 152,365 |
Operating loss | (15,795) | (198,565) | (254,919) |
Net loss | $ (13,729) | $ (214,122) | $ (250,186) |
Loss per common share (diluted) | $ (0.27) | $ (3.16) | $ (3.52) |
Legacy Hut | |||
Pro Forma Information | |||
Revenue | $ 6,400 | ||
Operating loss | 33,000 | ||
Net loss | $ 31,900 |
Segment information (Details)
Segment information (Details) - USD ($) | 6 Months Ended | 7 Months Ended | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Reportable segment revenue: | |||||||
Revenue | $ 60,605,000 | $ 45,985,000 | $ 4,272,000 | $ 82,160,000 | $ 73,730,000 | ||
Reportable segment cost of revenue: (exclusive of depreciation and amortization shown below): | |||||||
Cost of revenue | 34,302,000 | 27,768,000 | 1,464,000 | 43,112,000 | 25,783,000 | ||
Reconciling items: | |||||||
Depreciation and amortization | (10,620,000) | (11,811,000) | (391,000) | (18,779,000) | (11,591,000) | ||
General and administrative expenses | (37,551,000) | (10,609,000) | (12,144,000) | (27,344,000) | (31,325,000) | ||
Gains on digital asset | (32,626,000) | 0 | 0 | 0 | 0 | ||
Loss on sale of property and equipment | (443,000) | 0 | 0 | (445,000) | 0 | ||
Realized gain on sale of digital assets | 0 | 2,201,000 | 0 | 4,577,000 | 5,455,000 | ||
Impairment of digital assets | 0 | (2,272,000) | (1,254,000) | (3,703,000) | (30,301,000) | ||
Impairment of long-lived assets | 0 | (63,574,000) | 0 | (63,574,000) | 0 | $ 0 | |
Legal Settlement | 1,531,000 | ||||||
Foreign exchange gain | 1,002,000 | 0 | 0 | 0 | 0 | ||
Interest expense | (11,703,000) | (14,703,000) | (200,000) | (27,935,000) | (6,919,000) | ||
Gain on debt extinguishment | 0 | 0 | 0 | 23,683,000 | 0 | ||
Equity in earnings (losses) of unconsolidated joint venture | 6,173,000 | (510,000) | 0 | 6,132,000 | 0 | ||
Income tax benefit (provision) | 421,000 | 1,808,000 | 2,097,000 | 1,198,000 | (5,069,000) | ||
Net income (loss) | 6,208,000 | (81,253,000) | $ (9,084,000) | (9,084,000) | (65,611,000) | (31,803,000) | |
Operating segments | Digital Assets Mining | |||||||
Reportable segment revenue: | |||||||
Revenue | 41,477,000 | 25,744,000 | 4,272,000 | 49,247,000 | 68,164,000 | ||
Reportable segment cost of revenue: (exclusive of depreciation and amortization shown below): | |||||||
Cost of revenue | 26,508,000 | 23,193,000 | $ 1,464,000 | 38,601,000 | 23,361,000 | ||
Operating segments | Managed Services | |||||||
Reportable segment revenue: | |||||||
Revenue | 12,595,000 | 2,600,000 | 12,798,000 | ||||
Reportable segment cost of revenue: (exclusive of depreciation and amortization shown below): | |||||||
Cost of revenue | 3,366,000 | 1,063,000 | 975,000 | ||||
Operating segments | High Performance Computing - Colocation and Cloud | |||||||
Reportable segment revenue: | |||||||
Revenue | 1,138,000 | ||||||
Reportable segment cost of revenue: (exclusive of depreciation and amortization shown below): | |||||||
Cost of revenue | 655,000 | ||||||
Operating segments | Others | |||||||
Reportable segment revenue: | |||||||
Revenue | 5,954,000 | 17,641,000 | 20,115,000 | 5,566,000 | |||
Reportable segment cost of revenue: (exclusive of depreciation and amortization shown below): | |||||||
Cost of revenue | 4,332,000 | $ 3,512,000 | $ 3,536,000 | $ 2,422,000 | |||
Eliminating items | |||||||
Reportable segment revenue: | |||||||
Revenue | (559,000) | ||||||
Reportable segment cost of revenue: (exclusive of depreciation and amortization shown below): | |||||||
Cost of revenue | $ (559,000) |
Segment information - Long-live
Segment information - Long-lived assets and goodwill (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 |
Summarized information for long-lived assets | |||
Long-lived assets | $ 207,477 | $ 76,790 | $ 119,608 |
Digital Assets Mining | |||
Summarized information for long-lived assets | |||
Long-lived assets | 166,340 | 71,255 | 105,439 |
Managed Services | |||
Summarized information for long-lived assets | |||
Long-lived assets | 5,221 | $ 5,535 | |
High Performance Computing - Colocation and Cloud | |||
Summarized information for long-lived assets | |||
Long-lived assets | 31,282 | ||
Others | |||
Summarized information for long-lived assets | |||
Long-lived assets | $ 4,634 | $ 14,169 |
Comparative financials for th_3
Comparative financials for the six months ended December 31, 2023 and December 31, 2022 (unaudited) - Consolidated Balance Sheets - (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 04, 2020 |
Current assets | ||||||
Cash and cash equivalents | $ 30,504 | $ 10,379 | $ 6,707 | $ 21,067 | ||
Restricted cash | 453 | |||||
Accounts receivable, net | 3,336 | 636 | 110 | 1,168 | ||
Deposits and prepaid expenses | 18,457 | 7,504 | 16,923 | 13,998 | ||
Digital assets - held in custody | 851 | 751 | 847 | $ 3,018 | ||
Digital assets - held in custody | 4,963 | |||||
Equipment held for sale | 3,907 | |||||
Total current assets | 61,620 | 19,370 | 24,491 | 37,080 | ||
Non-current assets | ||||||
Digital assets - held in custody | 282,997 | |||||
Digital assets - pledged as collateral | 100,550 | |||||
Property and equipment, net | 118,069 | 70,719 | 75,906 | 117,258 | ||
Operating lease right-of-use asset | 14,534 | 536 | 623 | 2,350 | ||
Deposits and prepaid expenses | 5,540 | 254 | 68,597 | 88,337 | ||
Investment in unconsolidated joint venture | 82,656 | 93,583 | 100,169 | |||
Intangible assets, net | 17,279 | 5,535 | 4,427 | |||
Goodwill | 57,595 | |||||
Total non-current assets | 679,220 | 170,627 | 249,722 | 207,945 | ||
Total assets | 740,840 | 189,997 | 274,213 | 245,025 | ||
Current liabilities | ||||||
Accounts payable and accrued expenses | 43,757 | 7,611 | 7,604 | 7,610 | ||
Deferred revenue | 2,700 | 1,031 | 2,617 | 14,839 | ||
Operating lease liability, current portion | 1,226 | 395 | 378 | 496 | ||
Finance lease liability, current portion | 748 | |||||
Loans payable | 64,127 | 1,299 | 95,355 | 77,215 | ||
Total current liabilities | 112,558 | 10,336 | 105,954 | 100,160 | ||
Non-current liabilities | ||||||
Operating lease liability, less current portion | 13,736 | 943 | 1,144 | 1,907 | ||
Finance lease liability, less current portion | 661 | |||||
Loans payable, less current portion | 123,320 | 149,891 | 156,213 | 51,061 | ||
Deposit liability | 2,317 | 125 | 1,322 | |||
Deferred tax liabilities | 609 | 1,454 | 1,164 | 2,972 | ||
Total liabilities | 253,201 | 162,624 | 264,600 | 157,422 | ||
Commitments and Contingencies | ||||||
Stockholders' equity | ||||||
Preferred stock, $0.01 par value; 25,000,000 shares authorized; no shares issued and outstanding as of December 31, 2023, June 30, 2023, and June 30, 2022, respectively | ||||||
Common stock, $0.01 par value; 1,000,000,000 shares authorized; 88,962,964, 43,193,201, and 41,464,335 shares issued and outstanding as of December 31, 2023, June 30, 2023, and June 30 2022, respectively | 889 | 432 | 415 | 415 | ||
Additional paid-in capital | 576,241 | 133,439 | 131,338 | 128,075 | ||
Accumulated deficit | (100,252) | (106,498) | (122,140) | (40,887) | ||
Accumulated other comprehensive income | 10,761 | |||||
Total stockholders' equity | 487,639 | 27,373 | 9,613 | 87,603 | $ 35,871 | $ 0 |
Total liabilities and stockholders' equity | $ 740,840 | $ 189,997 | $ 274,213 | $ 245,025 |
Comparative financials for th_4
Comparative financials for the six months ended December 31, 2023 and December 31, 2022 (unaudited) - Consolidated Balance Sheets - Parenthetical (Details) - $ / shares | Dec. 31, 2023 | Nov. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 01, 2022 | Jun. 30, 2022 |
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.00001 | $ 0.01 | ||
Preferred Stock, Shares Authorized | 25,000,000 | 25,000,000 | 25,000,000 | |||
Preferred stock, shares issued | 0 | 0 | 0 | 0 | ||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | |||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.00001 | $ 0.01 | ||
Common Stock, Shares Authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | |||
Common Stock, Shares, Issued | 88,962,964 | 43,193,201 | 41,469,204 | 41,464,335 | ||
Common Stock, Shares, Outstanding | 88,962,964 | 88,550,105 | 43,193,201 | 41,464,335 |
Comparative financials for th_5
Comparative financials for the six months ended December 31, 2023 and December 31, 2022 (unaudited) - Consolidated statements of comprehensive income (loss) (Details) - USD ($) | 6 Months Ended | 7 Months Ended | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenue: | |||||||
Total revenue | $ 60,605,000 | $ 45,985,000 | $ 4,272,000 | $ 82,160,000 | $ 73,730,000 | ||
Cost of revenue (exclusive of depreciation and amortization shown below): | |||||||
Total cost of revenue | 34,302,000 | 27,768,000 | 1,464,000 | 43,112,000 | 25,783,000 | ||
Operating expenses: | |||||||
Depreciation and amortization | 10,620,000 | 11,811,000 | 391,000 | 18,779,000 | 11,591,000 | ||
General and administrative expenses | 37,551,000 | 10,609,000 | 12,144,000 | 27,344,000 | 31,325,000 | ||
Gains on digital asset | 32,626,000 | 0 | 0 | 0 | 0 | ||
Loss on sale of property and equipment | 443,000 | 0 | 0 | 445,000 | 0 | ||
Realized gain on sale of digital assets | 0 | (2,201,000) | 0 | (4,577,000) | (5,455,000) | ||
Impairment of digital assets | 0 | 2,272,000 | 1,254,000 | 3,703,000 | 30,301,000 | ||
Impairment of long-lived assets | 0 | 63,574,000 | 0 | 63,574,000 | 0 | $ 0 | |
Total operating expenses | 15,988,000 | 86,065,000 | 13,789,000 | 107,737,000 | 67,762,000 | ||
Operating income (loss) | 10,315,000 | (67,848,000) | (10,981,000) | (68,689,000) | (19,815,000) | ||
Other (expense) income: | |||||||
Foreign exchange gain | 1,002,000 | 0 | 0 | 0 | 0 | ||
Interest expense | (11,703,000) | (14,703,000) | (200,000) | (27,935,000) | (6,919,000) | ||
Equity in earnings (losses) of unconsolidated joint venture | 6,173,000 | (510,000) | 0 | 6,132,000 | 0 | ||
Total other (expense) income | (4,528,000) | (15,213,000) | (200,000) | 1,880,000 | (6,919,000) | ||
Net income (loss) before taxes | 5,787,000 | (83,061,000) | (11,181,000) | (66,809,000) | (26,734,000) | ||
Income tax benefit (provision) | 421,000 | 1,808,000 | 2,097,000 | 1,198,000 | (5,069,000) | ||
Net income (loss) | $ 6,208,000 | $ (81,253,000) | $ (9,084,000) | $ (9,084,000) | $ (65,611,000) | $ (31,803,000) | |
Net income (loss) per common share: | |||||||
Basic net income (loss) per share | $ 0.12 | $ (2.02) | $ (0.42) | $ (1.58) | $ (0.94) | ||
Diluted net income (loss) per share | $ 0.11 | $ (2.02) | $ (0.42) | $ (1.58) | $ (0.94) | ||
Weighted average number of common shares outstanding: | |||||||
Basic weighted average number of shares outstanding | 51,268,013 | 40,134,586 | 21,452,996 | 41,471,593 | 33,900,145 | ||
Diluted weighted average number of shares outstanding | 55,272,610 | 40,134,586 | 21,452,996 | 41,471,593 | 33,900,145 | ||
Net income (loss) | $ 6,208,000 | $ (81,253,000) | $ (9,084,000) | $ (9,084,000) | $ (65,611,000) | $ (31,803,000) | |
Other comprehensive income: | |||||||
Foreign currency translation adjustments | 10,761,000 | 0 | 0 | 0 | 0 | ||
Total comprehensive income (loss) | 16,969,000 | (81,253,000) | (9,084,000) | (65,611,000) | (31,803,000) | ||
Digital Assets Mining | |||||||
Revenue: | |||||||
Total revenue | 41,477,000 | 25,744,000 | 4,272,000 | 49,247,000 | 68,164,000 | ||
Cost of revenue (exclusive of depreciation and amortization shown below): | |||||||
Total cost of revenue | 26,508,000 | 23,193,000 | 1,464,000 | 38,601,000 | 23,361,000 | ||
Managed Services | |||||||
Revenue: | |||||||
Total revenue | 12,595,000 | 2,600,000 | 0 | 12,798,000 | 0 | ||
Cost of revenue (exclusive of depreciation and amortization shown below): | |||||||
Total cost of revenue | 3,366,000 | 1,063,000 | 0 | 975,000 | 0 | ||
High Performance Computing - Colocation and Cloud | |||||||
Revenue: | |||||||
Total revenue | 1,138,000 | 0 | 0 | 0 | 0 | ||
Cost of revenue (exclusive of depreciation and amortization shown below): | |||||||
Total cost of revenue | 655,000 | 0 | 0 | 0 | 0 | ||
Other | |||||||
Revenue: | |||||||
Total revenue | 5,395,000 | 17,641,000 | 0 | 20,115,000 | 5,566,000 | ||
Cost of revenue (exclusive of depreciation and amortization shown below): | |||||||
Total cost of revenue | $ 3,773,000 | $ 3,512,000 | $ 0 | $ 3,536,000 | $ 2,422,000 |
Comparative financials for th_6
Comparative financials for the six months ended December 31, 2023 and December 31, 2022 (unaudited) - Consolidated Statements of Stockholders Equity (Details) - USD ($) $ in Thousands | 6 Months Ended | 7 Months Ended | 12 Months Ended | ||||
Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | |
Consolidated statements of stockholders equity | |||||||
Beginning Balance | $ 27,373 | $ 9,613 | $ 87,603 | $ 0 | $ 87,603 | $ 35,871 | |
Issuance of common stock for the replacement of cancelled restricted stock awards - net of retroactive application of recapitalization | 7,815 | ||||||
Issuance of common stock - stock option exercises - net of retroactive application of recapitalization | 16 | 10,496 | $ 3,970 | $ 9,176 | |||
Issuance of common stock - stock option exercises - net of retroactive application of recapitalization (in shares) | 10,106,064 | 709,318 | 2,242,808 | ||||
Shares issued in the Business Combination | 431,021 | ||||||
Warrants assumed in the Business Combination | 6 | ||||||
Stock-based compensation | 4,401 | ||||||
Foreign currency translation adjustments | 10,761 | ||||||
Net income (loss) | 6,208 | (81,253) | (9,084) | $ (9,084) | $ (65,611) | $ (31,803) | |
Ending Balance | 487,639 | 27,373 | 9,613 | 35,871 | 35,871 | 27,373 | 87,603 |
Cumulative effect of adjustment | ASU 2023-08 | |||||||
Consolidated statements of stockholders equity | |||||||
Ending Balance | 38 | ||||||
Retroactive application of recapitalization | |||||||
Consolidated statements of stockholders equity | |||||||
Issuance of common stock - stock option exercises - net of retroactive application of recapitalization | 16 | 3,263 | |||||
Preferred Stock | Series A Preferred Stock Legacy USBTC | |||||||
Consolidated statements of stockholders equity | |||||||
Beginning Balance | $ 0 | ||||||
Beginning Balance (in Shares) | 0 | ||||||
Preferred Stock | Series B Preferred Stock Legacy USBTC | |||||||
Consolidated statements of stockholders equity | |||||||
Beginning Balance | $ 0 | ||||||
Beginning Balance (in Shares) | 0 | ||||||
Preferred Stock | Series B-1 Preferred Stock Legacy USBTC | |||||||
Consolidated statements of stockholders equity | |||||||
Beginning Balance | $ 0 | ||||||
Beginning Balance (in Shares) | 0 | ||||||
Common Stock | |||||||
Consolidated statements of stockholders equity | |||||||
Beginning Balance | $ 432 | $ 415 | $ 415 | $ 0 | $ 415 | $ 316 | |
Beginning Balance (in Shares) | 43,193,201 | 41,469,204 | 41,464,335 | 0 | 41,464,335 | 31,647,086 | |
Issuance of common stock for the replacement of cancelled restricted stock awards - net of retroactive application of recapitalization | $ 10 | ||||||
Issuance of common stock for the replacement of cancelled restricted stock awards - net of retroactive application of recapitalization (in shares) | 968,388 | ||||||
Issuance of common stock - stock option exercises - net of retroactive application of recapitalization | $ 101 | $ 7 | $ 22 | ||||
Issuance of common stock - stock option exercises - net of retroactive application of recapitalization (in shares) | 42,508 | 10,106,064 | 709,318 | 2,242,808 | |||
Shares issued in the Business Combination | $ 443 | ||||||
Shares issued in the Business Combination (in shares) | 44,346,008 | ||||||
Issuance of common stock - restricted stock unit settlements | $ 4 | ||||||
Issuance of common stock - restricted stock unit settlements (in shares) | 412,859 | ||||||
Ending Balance | $ 889 | $ 432 | $ 415 | $ 316 | $ 316 | $ 432 | $ 415 |
Ending Balance (in Shares) | 88,962,964 | 43,193,201 | 41,469,204 | 31,647,086 | 31,647,086 | 43,193,201 | 41,464,335 |
Common Stock | Retroactive application of recapitalization | |||||||
Consolidated statements of stockholders equity | |||||||
Issuance of common stock - stock option exercises - net of retroactive application of recapitalization (in shares) | 42,508 | 4,869 | |||||
Additional Paid-in Capital | |||||||
Consolidated statements of stockholders equity | |||||||
Beginning Balance | $ 133,439 | $ 131,338 | $ 128,075 | $ 0 | $ 128,075 | $ 44,639 | |
Issuance of common stock for the replacement of cancelled restricted stock awards - net of retroactive application of recapitalization | 7,805 | ||||||
Issuance of common stock - stock option exercises - net of retroactive application of recapitalization | 16 | 10,395 | 3,963 | 9,154 | |||
Shares issued in the Business Combination | 430,578 | ||||||
Warrants assumed in the Business Combination | 6 | ||||||
Issuance of common stock - restricted stock unit settlements | (4) | ||||||
Stock-based compensation | 4,401 | ||||||
Ending Balance | 576,241 | 133,439 | 131,338 | 44,639 | $ 44,639 | 133,439 | 128,075 |
Additional Paid-in Capital | Retroactive application of recapitalization | |||||||
Consolidated statements of stockholders equity | |||||||
Issuance of common stock - stock option exercises - net of retroactive application of recapitalization | 16 | 3,263 | |||||
Accumulated Deficit | |||||||
Consolidated statements of stockholders equity | |||||||
Beginning Balance | (106,498) | (122,140) | (40,887) | 0 | (40,887) | (9,084) | |
Net income (loss) | 6,208 | (81,253) | (9,084) | (65,611) | (31,803) | ||
Ending Balance | (100,252) | $ (106,498) | $ (122,140) | $ (9,084) | $ (9,084) | $ (106,498) | $ (40,887) |
Accumulated Deficit | Cumulative effect of adjustment | ASU 2023-08 | |||||||
Consolidated statements of stockholders equity | |||||||
Ending Balance | 38 | ||||||
AOCI Attributable to Parent [Member] | |||||||
Consolidated statements of stockholders equity | |||||||
Foreign currency translation adjustments | 10,761 | ||||||
Ending Balance | $ 10,761 |
Comparative financials for th_7
Comparative financials for the six months ended December 31, 2023 and December 31, 2022 (unaudited) - Consolidated Statements of Stockholders' Equity - Parentheticals (Details) | Sep. 01, 2022 | Nov. 30, 2023 shares |
Condensed Financial Statements, Captions [Line Items] | ||
Stock split ratio | 250 | |
USBTC | ||
Condensed Financial Statements, Captions [Line Items] | ||
Shares received for each share of acquiree entity | 0.6716 |
Comparative financials for th_8
Comparative financials for the six months ended December 31, 2023 and December 31, 2022 (unaudited) - Consolidated Statements of Cash Flows (Details) - USD ($) | 6 Months Ended | 7 Months Ended | 12 Months Ended | |||||
Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities | ||||||||
Net loss | $ 6,208,000 | $ (81,253,000) | $ (9,084,000) | $ (9,084,000) | $ (65,611,000) | $ (31,803,000) | ||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
Depreciation and amortization | 10,620,000 | 11,811,000 | 391,000 | 18,779,000 | 11,591,000 | |||
Impairment of long-lived assets | 0 | 63,574,000 | 0 | 63,574,000 | 0 | $ 0 | ||
Amortization of operating right-of-use assets | 208,000 | 106,000 | 296,000 | 402,000 | ||||
Amortization of operating right-of-use assets1 | 208,000 | 857,000 | ||||||
Non-cash lease expense | 185,000 | 81,000 | 23,000 | 127,000 | 153,000 | |||
Stock-based compensation | 12,216,000 | 3,263,000 | 10,496,000 | 4,611,000 | 9,176,000 | |||
Equity in earnings (losses) of unconsolidated joint venture | (6,173,000) | 510,000 | 0 | (6,132,000) | 0 | |||
Distributions of earnings from unconsolidated joint venture | 17,100,000 | 0 | 11,750,000 | 0 | ||||
Digital Assets Mining revenue | (41,477,000) | (25,744,000) | (4,272,000) | (49,247,000) | (68,164,000) | |||
Hosting revenue received in digital assets | (2,027,000) | 0 | 0 | 0 | ||||
Gains on digital assets | (32,626,000) | 0 | 0 | 0 | ||||
Impairment of digital assets | 0 | 2,272,000 | 1,254,000 | 3,703,000 | 30,301,000 | |||
Realized gain on sale of digital assets | 0 | (2,201,000) | 0 | (4,577,000) | (5,455,000) | |||
Deferred tax assets and liabilities | (845,000) | (1,808,000) | (2,097,000) | (1,518,000) | 5,069,000 | |||
Foreign exchange gain | (1,002,000) | 0 | 0 | 0 | 0 | |||
Foreign exchange gain | (1,338,000) | 0 | 0 | 0 | ||||
Amortization of debt discount | 3,649,000 | 515,000 | 0 | 3,551,000 | 574,000 | |||
Loss on sale of property and equipment | 443,000 | 0 | 0 | 445,000 | 0 | |||
Paid-in-kind interest expense | 7,669,000 | 9,546,000 | 0 | 19,761,000 | 0 | |||
Changes in assets and liabilities: | ||||||||
Accounts receivable, net | (643,000) | 1,058,000 | 0 | 532,000 | (155,000) | |||
Deposits and prepaid expenses | (254,000) | 5,552,000 | (3,827,000) | 8,445,000 | (10,667,000) | |||
Accounts payable and accrued expenses | 3,934,000 | (1,976,000) | 1,830,000 | 1,531,000 | 420,000 | |||
Deferred revenue | 1,669,000 | (12,222,000) | 0 | (13,808,000) | 14,839,000 | |||
Operating lease liabilities | (456,000) | (962,000) | (113,000) | (544,000) | (518,000) | |||
Deposit liability | 2,317,000 | (1,353,000) | 0 | (1,322,000) | 1,322,000 | |||
Net cash used in operating activities | (19,621,000) | (28,480,000) | (5,293,000) | (29,337,000) | (42,915,000) | |||
Cash flows from investing activities | ||||||||
Proceeds from sale of digital assets | 41,548,000 | 25,868,000 | ||||||
Deposits on miners | 0 | (9,037,000) | (27,361,000) | (11,900,000) | (141,445,000) | |||
Purchases of property and equipment | (604,000) | (2,416,000) | (34,000) | (3,139,000) | (37,271,000) | |||
Proceeds from sale of property and equipment | 672,000 | 178,000 | 0 | 257,000 | 0 | |||
Investment in unconsolidated joint venture | 0 | (10,000,000) | 0 | (10,000,000) | 0 | |||
Net cash consideration for Business Combination | 23,031,000 | 0 | 0 | 0 | ||||
Net cash provided by (used in) investing activities | 64,647,000 | 4,593,000 | (27,395,000) | 25,248,000 | (134,365,000) | |||
Cash flows from financing activities | ||||||||
Proceeds from loans payable | 0 | 14,240,000 | 4,620,000 | 14,240,000 | 130,708,000 | |||
Repayments of loans payable | (24,740,000) | (4,713,000) | (1,778,000) | (19,606,000) | (9,275,000) | |||
Principal payments on finance lease | (60,000) | 0 | 0 | 0 | ||||
Proceeds from the issuance of common stock - stock option exercises | 16,000 | 0 | 0 | 0 | ||||
Net cash provided by (used in) financing activities | (24,784,000) | 9,527,000 | 39,406,000 | (6,599,000) | 191,629,000 | |||
Foreign currency effect on cash, cash equivalents, and restricted cash | 336,000 | 0 | 0 | 0 | ||||
Net (decrease) increase in cash | 20,578,000 | (14,360,000) | 6,718,000 | (10,688,000) | 14,349,000 | |||
Cash, and cash equivalents, beginning of period | 10,379,000 | $ 6,707,000 | 21,067,000 | 0 | 21,067,000 | 6,718,000 | ||
Cash, cash equivalents, and restricted cash, end of period | 30,957,000 | $ 10,379,000 | 6,707,000 | $ 6,718,000 | 6,718,000 | 10,379,000 | 21,067,000 | $ 6,718,000 |
Supplemental cash flow information: | ||||||||
Cash paid for interest | 454,000 | 5,489,000 | 113,000 | 5,542,000 | 6,837,000 | |||
Cash paid for income taxes | 700,000 | |||||||
Non-cash transactions | ||||||||
Reclassification of deposits and prepaid expenses to property and equipment | 28,759,000 | 7,283,000 | 73,189,000 | 79,491,000 | ||||
Loan payable assumed in investment in unconsolidated joint venture, at fair value | 95,101,000 | |||||||
Loan payable assumed in investment in unconsolidated joint venture, at fair value1 | 95,146,000 | |||||||
Intangible assets assumed in investment in unconsolidated joint venture, at fair value | 4,467,000 | 5,900,000 | ||||||
Debt proceeds not yet received included in deposits and prepaid expenses | 8,558,000 | 5,485,000 | ||||||
Right-of-use assets obtained in exchange for operating lease liabilities | 1,470,000 | 596,000 | 2,262,000 | |||||
Mining revenue in accounts receivable, net | 292,000 | 26,000 | 212,000 | 125,000 | ||||
Property and equipment in accounts payable and accrued expenses | 7,095,000 | $ 2,126,000 | $ 11,000 | $ 386,000 | $ 5,350,000 | |||
Reclassification of property and equipment to equipment held for sale | 3,907,000 | |||||||
Assets acquired net of liabilities assumed on Business Combination, net of cash | 407,996,000 | |||||||
Cumulative effect upon adoption of ASU 2023-08 | 38,000 | |||||||
Issuance of common stock - restricted stock unit settlements | $ 4,000 |
Digital assets (Details)
Digital assets (Details) $ in Thousands | 6 Months Ended | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 USD ($) item | Dec. 31, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | |
Digital assets | |||||
Beginning balance | $ 851 | $ 847 | $ 847 | $ 3,018 | |
Revenue recognized from Bitcoin mined | 49,247 | 68,164 | |||
Mining revenue earned in prior period received in current period | 125 | ||||
Carrying value of Bitcoin sold | (45,453) | (39,909) | |||
Impairment of Bitcoin | 0 | 2,272 | $ 1,254 | 3,703 | 30,301 |
Mining revenue not received | (212) | (125) | |||
Ending balance | 751 | 3,018 | 851 | 847 | |
Revenue recognized from Bitcoin mined | 41,477 | ||||
Hosting revenue received in Bitcoin | 2,027 | ||||
Mining revenue earned in prior period received in current period | 212 | ||||
Carrying value of Bitcoin sold | (41,548) | ||||
Change in fair value | (32,626) | 0 | 0 | 0 | |
Foreign currency translation adjustments | 8,595 | ||||
Mining revenue not received | (292) | ||||
Balance as of December 31, 2023 | $ 388,510 | ||||
Number of Bitcoin held as of December 31, 2023 | item | 64,203 | ||||
Realized gains on the sale of Bitcoin for the six months ended December 31, 2023 | $ 32,626 | 0 | $ 0 | 0 | 0 |
Bitcoin | |||||
Digital assets | |||||
Beginning balance | 851 | $ 847 | 847 | ||
Impairment of Bitcoin | (3,703) | (30,301) | |||
Ending balance | $ 851 | $ 847 | |||
Assumed through Business Combination | 344,283 | ||||
Change in fair value | $ 32,493 | ||||
Number of Bitcoin held as of December 31, 2023 | item | 9,195 | ||||
Cost basis of held as of December 31, 2023 | $ 356,261 | ||||
Realized gains on the sale of Bitcoin for the six months ended December 31, 2023 | 633 | ||||
Other digital assets | |||||
Digital assets | |||||
Assumed through Business Combination | 241 | ||||
Change in fair value | 133 | ||||
Cost basis of held as of December 31, 2023 | 247 | ||||
Cumulative Effect, Period of Adoption, Adjustment [Member] | |||||
Digital assets | |||||
Balance as of December 31, 2023 | $ 38 |
Digital assets - Segregation (D
Digital assets - Segregation (Details) $ in Thousands | Dec. 31, 2023 USD ($) item | Jun. 30, 2023 USD ($) item | Dec. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) item | Jun. 30, 2021 USD ($) |
Current | |||||
Digital assets - held in custody | $ | $ 4,963 | ||||
Total current digital assets - held in custody | $ | $ 851 | $ 751 | $ 847 | $ 3,018 | |
Non-current | |||||
Digital assets - held in custody | $ | 282,997 | ||||
Digital assets - pledged as collateral | $ | 100,550 | ||||
Total digital assets | $ | $ 388,510 | ||||
Total digital assets | $ | $ 851 | $ 847 | |||
Current | |||||
Total current digital assets - held in custody | 55,117 | ||||
Total current digital assets - held in custody | 29 | 44 | |||
Non-current | |||||
Total non-current digital assets - held in custody (Number of digital assets) | 6,704 | ||||
Total non-current digital assets - pledged as collateral (Number of digital assets) | 2,382 | ||||
Total digital assets (Number of digital assets) | 64,203 | ||||
Total digital assets (Number of digital assets) | 29 | 44 | |||
Bitcoin | |||||
Current | |||||
Digital assets - held in custody | $ | $ 4,583 | ||||
Total current digital assets - held in custody | $ | $ 851 | $ 847 | |||
Non-current | |||||
Digital assets - held in custody | $ | 282,997 | ||||
Digital assets - pledged as collateral | $ | $ 100,550 | ||||
Current | |||||
Total current digital assets - held in custody | 109 | ||||
Total current digital assets - held in custody | 29 | 44 | |||
Non-current | |||||
Total non-current digital assets - held in custody (Number of digital assets) | 6,704 | ||||
Total non-current digital assets - pledged as collateral (Number of digital assets) | 2,382 | ||||
Total digital assets (Number of digital assets) | 9,195 | ||||
Other digital assets assumed from merger | |||||
Current | |||||
Digital assets - held in custody | $ | $ 380 | ||||
Current | |||||
Total current digital assets - held in custody | 55,008 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 |
Property and Equipment, net | ||||
Right-of-use assets - Finance lease | $ 1,377 | |||
Property and equipment, gross | 147,297 | $ 85,414 | $ 129,206 | |
Less: Accumulated depreciation | (29,228) | (14,695) | (11,948) | |
Property and equipment, net | 118,069 | 70,719 | $ 75,906 | 117,258 |
Mining infrastructure | ||||
Property and Equipment, net | ||||
Property and equipment, gross | 26,110 | 6,865 | 20,651 | |
Miners and mining equipment | ||||
Property and Equipment, net | ||||
Property and equipment, gross | 89,521 | 67,561 | 74,582 | |
Data center infrastructure | ||||
Property and Equipment, net | ||||
Property and equipment, gross | 8,772 | |||
Computer and network equipment | ||||
Property and Equipment, net | ||||
Property and equipment, gross | 8,254 | |||
Leasehold improvements | ||||
Property and Equipment, net | ||||
Property and equipment, gross | 742 | 59 | 59 | |
Land and land improvements | ||||
Property and Equipment, net | ||||
Property and equipment, gross | 50 | 1,739 | ||
Construction in progress | ||||
Property and Equipment, net | ||||
Property and equipment, gross | $ 12,471 | $ 10,929 | $ 32,175 |
Property and Equipment, net - N
Property and Equipment, net - Narrative (Details) | 6 Months Ended | 7 Months Ended | 12 Months Ended | ||||
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 29, 2023 USD ($) a | |
Property, Plant and Equipment [Line Items] | |||||||
Depreciation and amortization | $ 10,100,000 | $ 18,400,000 | $ 11,600,000 | ||||
Impairment of intangible assets write-down | 63,600,000 | ||||||
Interest capitalized | 0 | 700,000 | 500,000 | ||||
Impairment of long-lived assets | 0 | $ 63,574,000 | $ 0 | $ 63,574,000 | $ 0 | $ 0 | |
Substation in Culberson County, Texas | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Land acquired | a | 1.9 | ||||||
Purchase of substation | $ 7,100,000 | ||||||
Amount of cash payment made for substation purchase | $ 0 |
Deposits and prepaid expenses -
Deposits and prepaid expenses - Schedule of components of deposits and prepaid expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 |
Current | ||||
Prepaid insurance | $ 4,042 | $ 454 | $ 736 | |
Prepaid electricity | 4,526 | 3,156 | 6,867 | |
Debt proceeds not yet received | 5,485 | |||
Other deposits | 2,342 | 594 | 910 | |
Total current deposits and prepaid expenses | 18,457 | 7,504 | $ 16,923 | 13,998 |
Non-current | ||||
Deposits on miners | 82,042 | |||
Deposits related to electricity supply under electricity supply agreement | 5,288 | 3,518 | ||
Collateral deposits | 2,500 | |||
Other | 252 | 254 | 277 | |
Total non-current deposits and prepaid expenses | 5,540 | 254 | $ 88,337 | |
Far North Power Corp - Stalking Horse Bid | ||||
Current | ||||
Deposit related to bid | $ 7,547 | |||
Fahrenheit LLC | ||||
Current | ||||
Deposit related to bid | $ 3,300 |
Deposits and prepaid expenses_2
Deposits and prepaid expenses (Details) $ in Millions | Feb. 15, 2024 Plant | Nov. 30, 2023 USD ($) | May 25, 2023 USD ($) | Dec. 29, 2023 USD ($) | May 26, 2023 USD ($) |
Celsius Network LLC | |||||
Investments in unconsolidated joint venture | |||||
Management fee income | $ 20.4 | $ 15 | |||
Term of agreement | 4 years | ||||
Far North Power Corp - Stalking Horse Bid | |||||
Investments in unconsolidated joint venture | |||||
Number of power plants acquired | Plant | 4 | ||||
Fahrenheit LLC | Celsius Network LLC | |||||
Investments in unconsolidated joint venture | |||||
Management fee income | $ 20 | ||||
Term of agreement | 5 years | ||||
Deposit related to bid | $ 3.3 | ||||
Cash deposits required for bid | $ 10 | ||||
Security deposits returned | $ 3.3 |
Investment in unconsolidated _3
Investment in unconsolidated joint venture (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | 7 Months Ended | 12 Months Ended | |||||
Dec. 06, 2022 | Aug. 31, 2022 | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Nov. 25, 2022 | |
Schedule of Equity Method Investments [Line Items] | |||||||||
Consideration paid by cash | $ 0 | $ 10,000 | $ 0 | $ 10,000 | $ 0 | ||||
Equity in earnings (losses) of unconsolidated joint venture | 6,173 | (510) | $ 0 | 6,132 | $ 0 | ||||
Investment in unconsolidated joint venture | 82,656 | $ 93,583 | $ 100,169 | 93,583 | |||||
TZRC | Asset Purchase Agreement [Member] | Compute North Member, LLC | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Service contract term (in years) | 10 years | ||||||||
Renewal of term (in years) | 1 year | ||||||||
Property management fee | $ 1,500 | ||||||||
Pass through costs | 1,000 | 1,400 | |||||||
TZRC | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Equity in earnings (losses) of unconsolidated joint venture | 2,686 | 2,575 | |||||||
TZRC | Asset Purchase Agreement [Member] | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Equity in earnings (losses) of unconsolidated joint venture | 2,700 | 2,100 | |||||||
Investment in unconsolidated joint venture | 82,700 | 93,000 | 93,000 | ||||||
TZRC | Asset Purchase Agreement [Member] | Compute North Member, LLC | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Equity method investment, ownership (in percent) | 50% | ||||||||
Difference in fair value of net assets acquired and carrying value of underlying net assets | $ 22,400 | 22,400 | |||||||
Amount of accretion expense | $ 3,500 | $ 4,100 | |||||||
Consideration paid by cash | $ 10,000 | ||||||||
Assumption of PMA | 5,900 | ||||||||
TZRC | Asset Purchase Agreement [Member] | Compute North Member, LLC | TZRC Secured Promissory Note | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Consideration paid by secured promissory note | $ 95,100 |
Investment in unconsolidated _4
Investment in unconsolidated joint venture - Summary of income statements (Details) - USD ($) $ in Thousands | 6 Months Ended | 7 Months Ended | 12 Months Ended | ||||
Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule of Equity Method Investments [Line Items] | |||||||
Net Income (Loss) | $ 6,208 | $ (81,253) | $ (9,084) | $ (9,084) | $ (65,611) | $ (31,803) | |
Net income attributable to investee | 6,173 | $ (510) | $ 0 | $ 6,132 | $ 0 | ||
TZRC | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Net income attributable to investee | 2,686 | $ 2,575 | |||||
TZRC | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Revenues, net | 80,565 | 65,468 | |||||
Gross profit | 38,667 | 36,774 | |||||
Net Income (Loss) | $ 5,371 | $ 5,150 |
Investment in unconsolidated _5
Investment in unconsolidated joint venture - Summary of balance sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 |
Schedule of Equity Method Investments [Line Items] | ||||
Total current assets | $ 61,620 | $ 19,370 | $ 24,491 | $ 37,080 |
Property and equipment, net | 118,069 | 70,719 | 75,906 | 117,258 |
Total current liabilities | 112,558 | 10,336 | $ 105,954 | $ 100,160 |
TZRC | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Cash | 39,505 | 42,567 | ||
Total current assets | 55,097 | 46,702 | ||
Property and equipment, net | 159,865 | 190,056 | ||
Total other assets | 34,490 | 34,514 | ||
Total current liabilities | 36,970 | 29,991 | ||
Noncurrent liabilities | 17,512 | 17,486 | ||
Members' equity | $ 194,970 | $ 223,795 |
Intangible assets, net (Details
Intangible assets, net (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule of Intangible assets | |||
Gross book value | $ 17,903,000 | $ 5,900,000 | |
Accumulated amortization | (923,000) | (365,000) | |
Foreign currency translation adjustments | 299,000 | ||
Net book value | 17,279,000 | 5,535,000 | $ 0 |
Amortization expense | 600,000 | 400,000 | $ 0 |
Customer relationships | USBTC | |||
Schedule of Intangible assets | |||
Gross book value | 1,694,000 | ||
Accumulated amortization | (24,000) | ||
Foreign currency translation adjustments | 42,000 | ||
Net book value | $ 1,712,000 | ||
Estimated useful lives (years) | 6 years | ||
Favorable Contract | USBTC | |||
Schedule of Intangible assets | |||
Gross book value | $ 10,309,000 | ||
Accumulated amortization | (220,000) | ||
Foreign currency translation adjustments | 257,000 | ||
Net book value | $ 10,346,000 | ||
Estimated useful lives (years) | 4 years | ||
Property Management Agreement ("PMA") | |||
Schedule of Intangible assets | |||
Gross book value | $ 5,900,000 | 5,900,000 | |
Accumulated amortization | (679,000) | (365,000) | |
Net book value | $ 5,221,000 | $ 5,535,000 | |
Estimated useful lives (years) | 10 years | 10 years |
Intangible assets, net - Schedu
Intangible assets, net - Schedule of future amortization expense (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule of estimated future amortization expense | |||
2024 | $ 3,557,000 | ||
2025 | 3,557,000 | ||
2026 | 3,557,000 | ||
2027 | 3,337,000 | ||
2028 | 916,000 | ||
Thereafter | 2,355,000 | ||
Total | 17,279,000 | $ 5,535,000 | $ 0 |
Impairment charges | $ 0 | $ 0 |
Goodwill (Details)
Goodwill (Details) | 6 Months Ended |
Dec. 31, 2023 USD ($) | |
Carrying amount of goodwill | |
Acquisition - Business Combination | $ 56,199,000 |
Foreign currency translation adjustments | 1,396,000 |
Impairment | 0 |
Balance at end of Fiscal year | $ 57,595,000 |
Accounts payable and accrued _3
Accounts payable and accrued expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 |
Accounts payable and accrued expenses | ||||
Accounts payable | $ 14,960 | $ 3,605 | $ 6,274 | |
Accrued transaction costs | 2,238 | 2,365 | ||
Accrued site acquisition costs | 7,095 | |||
Accrued state sales taxes | 9,573 | |||
Accrued compensation costs | 4,217 | 117 | 236 | |
Other accruals | 5,674 | 1,524 | 1,100 | |
Total accounts payable and accrued expenses | $ 43,757 | $ 7,611 | $ 7,604 | $ 7,610 |
Deferred revenue (Details)
Deferred revenue (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule of carrying amount of deferred revenue | |||
Beginning balance | $ 1,031,000 | $ 14,839,000 | |
Deferred revenue assumed through the Business Combination | 95,000 | ||
Advances received from customers | 6,879,000 | 3,407,000 | $ 20,405,000 |
Revenue earned | 5,305,000 | 17,215,000 | 5,566,000 |
Ending balance | 2,700,000 | 1,031,000 | $ 14,839,000 |
Customer security deposit | $ 1,200,000 | ||
Liability to return security deposits received that were recognized as revenue | $ 0 |
Loans payable (Details)
Loans payable (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||||
Dec. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | May 16, 2023 | Feb. 28, 2023 | Dec. 31, 2022 | Dec. 06, 2022 | |
Debt Instrument [Line Items] | |||||||
Total debt outstanding | $ 187,447 | $ 151,190 | $ 128,276 | ||||
Less: current portion | 64,127 | 1,299 | 77,215 | $ 95,355 | |||
Long-term portion | 123,320 | 149,891 | 51,061 | $ 156,213 | |||
Total principal payments | 24,700 | 19,600 | 9,300 | ||||
Amortization of debt issuance costs | 3,600 | 3,600 | 600 | ||||
interest expense | $ 11,700 | 27,900 | 6,900 | ||||
TZRC Secured Promissory Note | |||||||
Debt Instrument [Line Items] | |||||||
Interest Rate | 15.25% | ||||||
Total debt outstanding | $ 81,870 | 92,102 | |||||
Third Party Note | |||||||
Debt Instrument [Line Items] | |||||||
Interest Rate | 18% | 18% | 6% | ||||
Total debt outstanding | $ 11,490 | 10,501 | |||||
Anchorage Loan | |||||||
Debt Instrument [Line Items] | |||||||
Interest Rate | 14% | 14% | |||||
Total debt outstanding | $ 44,363 | $ 48,587 | |||||
Coinbase Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Interest Rate | 10.50% | ||||||
Total debt outstanding | $ 49,724 | ||||||
Amended MEFA Maturing on July 25, 2023 | |||||||
Debt Instrument [Line Items] | |||||||
Interest Rate | 14% | ||||||
Total debt outstanding | 6,694 | ||||||
Amended MEFA Maturing on January 25, 2024 | |||||||
Debt Instrument [Line Items] | |||||||
Interest Rate | 14% | ||||||
Total debt outstanding | 6,946 | ||||||
Amended MEFA Maturing on June 25, 2023 | |||||||
Debt Instrument [Line Items] | |||||||
Interest Rate | 12% | ||||||
Total debt outstanding | 23,602 | ||||||
Amended MEFA Maturing on December 25, 2023 | |||||||
Debt Instrument [Line Items] | |||||||
Interest Rate | 12% | ||||||
Total debt outstanding | 41,034 | ||||||
ELSA Maturing on April 1, 2024 | |||||||
Debt Instrument [Line Items] | |||||||
Interest Rate | 12% | ||||||
Total debt outstanding | 25,000 | ||||||
ELSA Maturing on May 1, 2024 | |||||||
Debt Instrument [Line Items] | |||||||
Interest Rate | 12% | ||||||
Total debt outstanding | $ 25,000 |
Loans payable - TZRC Secured Pr
Loans payable - TZRC Secured Promissory Note (Details) - TZRC Secured Promissory Note - USD ($) $ in Millions | 6 Months Ended | |
Dec. 06, 2022 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | ||
Fair value of debt on investment date | $ 95.1 | |
Discount on promissory note | $ 1.7 | $ 1.3 |
Fixed interest rate | 15.25% | |
Post-default interest | 2% | |
Interest Rate | 15.25% | |
Percentage of distribution funds used to pay down notes | 100% | |
Outstanding loan exclusive of deferred financing costs | $ 83.1 | |
Term | 5 years | |
Prime Rate | ||
Debt Instrument [Line Items] | ||
Variable interest rate | 12% |
Loans payable - Third Party Not
Loans payable - Third Party Note (Details) - Third Party Note - USD ($) $ in Millions | May 16, 2023 | Dec. 31, 2023 | Dec. 06, 2022 | Oct. 07, 2022 |
Debt Instrument [Line Items] | ||||
Principal | $ 10 | |||
Value of shares issuable if certain conditions were met | $ 10 | |||
Subscription received in advance | $ 10 | |||
Interest Rate | 18% | 18% | 6% | |
Term | 45 days | |||
Outstanding loan exclusive of deferred financing costs | $ 11.5 |
Loans payable- Anchorage Loan (
Loans payable- Anchorage Loan (Details) $ in Thousands | 1 Months Ended | 7 Months Ended | 12 Months Ended | |
Feb. 28, 2023 USD ($) item shares | Jun. 30, 2021 USD ($) | Jun. 30, 2023 shares | Dec. 31, 2023 USD ($) | |
Debt Instrument [Line Items] | ||||
Issuance of stock (in Shares) | shares | 1,987,936 | |||
Issuance of stock | $ 19,648 | |||
Anchorage Loan | ||||
Debt Instrument [Line Items] | ||||
Interest Rate | 14% | 14% | ||
Closing fees | $ 700 | |||
Issuance of stock (in Shares) | shares | 1,987,936 | |||
Issuance of stock | $ 800 | |||
Termination fee | $ 400 | |||
Percentage of net monthly cash flow related to miners | 100% | |||
Number of miners to secure loan | item | 24,000 | |||
Outstanding loan exclusive of deferred financing costs | $ 45,000 | |||
Deferred financing costs | $ 700 |
Loans payable - Coinbase Credit
Loans payable - Coinbase Credit Facility (Details) - Coinbase Credit Facility - USD ($) | Jan. 12, 2024 | Jun. 26, 2023 | Dec. 31, 2023 |
Debt Instrument [Line Items] | |||
Principal | $ 50,000,000 | ||
Fixed interest rate | 5% | ||
Term | 364 days | ||
Minimum loan-to-value ratio of principal outstanding of the loan and the fair value of collateral as percentage of company's ownership | 60% | ||
Outstanding loan exclusive of deferred financing costs | $ 50,000,000 | ||
Deferred financing costs | $ 300,000 | ||
Tranche 1 | |||
Debt Instrument [Line Items] | |||
Principal | $ 15,000,000 | ||
Tranche 2 | |||
Debt Instrument [Line Items] | |||
Principal | 20,000,000 | ||
Tranche 3 | |||
Debt Instrument [Line Items] | |||
Principal | $ 15,000,000 | ||
Tranche 4 | Subsequent Event | |||
Debt Instrument [Line Items] | |||
Principal | $ 15,000,000 | ||
Fixed interest rate | 5% | ||
Variable interest rate | 3.25% | ||
Threshold prevailing market value | $ 25,000 | ||
Percentage of threshold prevailing market value | 60% | ||
Prepayment in principal as well as any accrued and unpaid interest if prevailing market value falls below a certain limit | $ 15,000,000 | ||
US Federal Funds Target Rate | |||
Debt Instrument [Line Items] | |||
Variable interest rate | 3.25% |
Leases - Right-of-use assets an
Leases - Right-of-use assets and lease liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 |
Right-of-use assets: | ||||
Operating leases | $ 14,534 | $ 536 | $ 623 | $ 2,350 |
Finance leases | 1,294 | |||
Total right-of-use assets | 15,828 | 536 | 2,350 | |
Lease liabilities: | ||||
Operating leases | 14,962 | 1,338 | 2,403 | |
Finance leases | 1,409 | |||
Total lease liabilities | $ 16,371 | $ 1,338 | $ 2,403 |
Leases - Components of lease co
Leases - Components of lease costs (Details) - USD ($) $ in Thousands | 6 Months Ended | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | |
Operating leases | ||||
Operating lease cost | $ 380 | $ 129 | $ 443 | $ 554 |
Variable lease cost | 113 | 86 | 107 | |
Operating lease expense | 493 | 129 | 529 | 661 |
Short-term lease expense | 26 | 297 | 169 | |
Total operating lease expense | 519 | 129 | 826 | 830 |
Finance leases | ||||
Amortization of financed assets | 62 | |||
Interest on lease obligations | 8 | |||
Total finance lease expense | 70 | |||
Total lease expense | $ 589 | $ 129 | $ 826 | $ 830 |
Leases - Supplemental lease inf
Leases - Supplemental lease information (Details) - USD ($) $ in Thousands | 6 Months Ended | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | |
Leases | ||||
Operating cash flows - operating leases | $ 456 | $ 114 | $ 499 | $ 519 |
Operating cash outflows - finance leases | 8 | |||
Financing cash outflows - finance leases | 60 | 0 | $ 0 | 0 |
Right-of-use assets obtained in exchange for operating lease liabilities | $ 1,470 | $ 596 | $ 2,262 | |
Weighted-average remaining lease term - operating leases (in years) | 11 years | 2 years 4 months 24 days | 3 years 1 month 6 days | 4 years 2 months 12 days |
Weighted-average remaining lease term - finance leases (in years) | 1 year 9 months 18 days | |||
Weighted-average discount rate - operating leases | 11.10% | 7% | 7% | 7% |
Weighted average discount rate - finance leases | 6.80% |
Leases - Future minimum operati
Leases - Future minimum operating lease payments (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 |
Operating Leases | |||
2024 | $ 2,875 | ||
2025 | 3,025 | ||
2026 | 2,874 | ||
2027 | 2,548 | ||
2028 | 2,110 | ||
Thereafter | 13,988 | ||
Total undiscounted lease payments | 27,420 | ||
Less present value discount | (12,458) | ||
Present value of operating lease liabilities | $ 14,962 | $ 1,338 | $ 2,403 |
Leases - Future minimum finance
Leases - Future minimum finance lease payments (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Future minimum finance lease payments | |
2024 | $ 820 |
2025 | 682 |
Total undiscounted lease payments | 1,502 |
Less present value discount | (93) |
Present value of finance lease liabilities | $ 1,409 |
Stockholders' equity (Details)
Stockholders' equity (Details) | Dec. 31, 2023 $ / shares shares | Nov. 30, 2023 shares | Jun. 30, 2023 $ / shares shares | Sep. 01, 2022 $ / shares | Jun. 30, 2022 $ / shares shares |
Class of Stock [Line Items] | |||||
Common Stock, Shares Authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | ||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 | $ 0.00001 | $ 0.01 | |
Preferred Stock, Shares Authorized | 25,000,000 | 25,000,000 | 25,000,000 | ||
Preferred stock, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.00001 | $ 0.01 | |
Exchange ratio in business combination | 0.2000 | ||||
USBTC | |||||
Class of Stock [Line Items] | |||||
Shares received for each share of acquiree entity | 0.6716 |
Stockholders' equity - Business
Stockholders' equity - Business Combination Agreement (Details) | 1 Months Ended | |||||||
Sep. 01, 2022 $ / shares | Sep. 30, 2022 $ / shares shares | Dec. 31, 2023 $ / shares shares | Nov. 30, 2023 shares | Jun. 30, 2023 $ / shares shares | Jun. 30, 2022 $ / shares shares | Dec. 31, 2021 $ / shares | Mar. 31, 2021 $ / shares | |
Stockholders' Equity | ||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.00001 | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Preferred stock, par value | $ / shares | $ 0.00001 | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Stock split ratio | 250 | |||||||
Common Stock, Shares Authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | |||||
Preferred Stock, Shares Authorized | 25,000,000 | 25,000,000 | 25,000,000 | |||||
USBTC | ||||||||
Stockholders' Equity | ||||||||
Shares received for each share of acquiree entity | 0.6716 | |||||||
USBTC | ||||||||
Stockholders' Equity | ||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.00001 | |||||||
Preferred stock, par value | $ / shares | $ 0.00001 | |||||||
Stock split ratio | 250 | |||||||
Common Stock, Shares Authorized | 83,950,000 | |||||||
Preferred stock to common stock conversion ratio | 1 | |||||||
Shares received for each share of acquiree entity | 0.6716 | |||||||
USBTC | 2021 Equity Incentive Plan | ||||||||
Stockholders' Equity | ||||||||
Number of shares authorized to issue under plan | 11,677,577 | |||||||
Series A Preferred Stock Legacy USBTC | USBTC | ||||||||
Stockholders' Equity | ||||||||
Preferred stock, par value | $ / shares | $ 0.00001 | |||||||
Preferred Stock, Shares Authorized | 5,275,753 | 5,275,753 | ||||||
Series B Preferred Stock Legacy USBTC | USBTC | ||||||||
Stockholders' Equity | ||||||||
Preferred stock, par value | $ / shares | $ 0.00001 | |||||||
Preferred Stock, Shares Authorized | 6,716,000 | 6,716,000 | ||||||
Series B-1 Preferred Stock Legacy USBTC | USBTC | ||||||||
Stockholders' Equity | ||||||||
Preferred Stock, Shares Authorized | 2,518,500 |
Stockholders' equity - Recapita
Stockholders' equity - Recapitalization (Details) | 1 Months Ended | 6 Months Ended | 7 Months Ended | 12 Months Ended | ||||
Mar. 31, 2021 shares | Jan. 31, 2021 shares | Dec. 31, 2020 shares | Dec. 31, 2023 shares | Jun. 30, 2021 shares | Jun. 30, 2023 shares | Jun. 30, 2022 shares | Nov. 30, 2023 | |
Stockholders' Equity | ||||||||
Exchange ratio in business combination | 0.2000 | |||||||
Issuance of common stock for cash, net of common stock exchanged for Series A Preferred stock | 16,339,333 | |||||||
Stock-based compensation | 10,106,064 | 709,318 | 2,242,808 | |||||
Issuance of stock (in Shares) | 1,987,936 | |||||||
Transfer of shares subject to registration to permanent equity | 440,736 | |||||||
Cancellation of restricted stock award | (968,388) | (167,900) | ||||||
Issuance of common stock for the replacement of cancelled restricted stock awards | 968,388 | |||||||
Issuance of common stock - stock option exercises | 42,508 | |||||||
USBTC | ||||||||
Stockholders' Equity | ||||||||
Exchange ratio in business combination | 0.6716 | 0.6716 | 0.6716 | 0.6716 | ||||
Issuance of common stock for cash, net of common stock exchanged for Series A Preferred stock | 1,055,247 | 24,329,000 | ||||||
Stock-based compensation | 15,047,750 | 1,056,162 | 3,339,500 | |||||
Issuance of stock (in Shares) | 16,339,333 | 16,339,333 | 2,960,000 | |||||
Transfer of shares subject to registration to permanent equity | 656,250 | |||||||
Cancellation of restricted stock award | (1,441,913) | (250,000) | ||||||
Issuance of common stock for the replacement of cancelled restricted stock awards | 1,441,913 | |||||||
Issuance of common stock - stock option exercises | 63,298 |
Stockholders' equity - Common s
Stockholders' equity - Common stock and Preferred stock (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 4 Months Ended | 6 Months Ended | 7 Months Ended | 12 Months Ended | |||||||||
Nov. 30, 2023 USD ($) shares | Feb. 28, 2023 shares | Mar. 31, 2021 USD ($) $ / shares shares | Jan. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) shares | Apr. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) | Jun. 30, 2021 USD ($) shares | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2022 $ / shares shares | Sep. 01, 2022 $ / shares | |
Stockholders' Equity | ||||||||||||||
Proceeds from the issuance of common stock | $ | $ 0 | $ 9,811 | $ 0 | $ 0 | ||||||||||
Shares issued during period | 1,987,936 | |||||||||||||
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | 25,000,000 | |||||||||||
Preferred Stock, Shares Issued | 0 | 0 | 0 | 0 | ||||||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | |||||||||||
Preferred stock, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.00001 | ||||||||||
Issuance of Common stock converted to Series A Preferred Stock (in shares) | 16,339,333 | |||||||||||||
Gross proceeds | $ | $ 0 | $ 24,648 | $ 0 | $ 73,787 | ||||||||||
Gross proceeds Preferred stock | $ | $ 9,811 | |||||||||||||
Total offering costs | $ | $ 0 | $ 0 | $ 0 | $ 183 | ||||||||||
Series C preferred stock | ||||||||||||||
Stockholders' Equity | ||||||||||||||
Preferred stock, shares authorized | 11,119,681 | |||||||||||||
USBTC | ||||||||||||||
Stockholders' Equity | ||||||||||||||
Shares issued in the Business Combination (in shares) | 44,346,008 | |||||||||||||
Proceeds from the issuance of common stock | $ | $ 9,800 | $ 9,800 | ||||||||||||
Shares issued during period | 16,339,333 | 16,339,333 | 2,960,000 | |||||||||||
Preferred stock conversion ratio | 1 | |||||||||||||
Valuation of entity as condition for automatic conversion | $ | $ 200,000 | |||||||||||||
Preferred stock liquidation preference (as a percent) | 100 | |||||||||||||
Preferred stock, par value | $ / shares | $ 0.00001 | |||||||||||||
Issuance of Common stock converted to Series A Preferred Stock (in shares) | 1,055,247 | 24,329,000 | ||||||||||||
USBTC | Series A Preferred Stock Legacy USBTC | ||||||||||||||
Stockholders' Equity | ||||||||||||||
Shares issued during period | 4,146,442 | |||||||||||||
Preferred stock, shares authorized | 5,275,753 | 5,275,753 | ||||||||||||
Preferred stock, par value | $ / shares | $ 0.00001 | |||||||||||||
Gross proceeds | $ | $ 19,600 | |||||||||||||
Gross proceeds Preferred stock | $ | $ 5,000 | |||||||||||||
USBTC | Series B Preferred Stock Legacy USBTC | ||||||||||||||
Stockholders' Equity | ||||||||||||||
Shares issued during period | 6,715,973 | |||||||||||||
Preferred stock, shares authorized | 6,716,000 | 6,716,000 | ||||||||||||
Preferred stock, par value | $ / shares | $ 0.00001 | |||||||||||||
Gross proceeds | $ | $ 61,200 | |||||||||||||
USBTC | Series B-1 preferred stock | ||||||||||||||
Stockholders' Equity | ||||||||||||||
Shares issued during period | 532,744 | |||||||||||||
Preferred stock, shares authorized | 2,518,500 | |||||||||||||
Preferred stock, par value | $ / shares | $ 0.00001 | |||||||||||||
Gross proceeds | $ | $ 12,500 | |||||||||||||
Total offering costs | $ | $ 200 | |||||||||||||
Anchorage Loan | ||||||||||||||
Stockholders' Equity | ||||||||||||||
Shares issued during period | 1,987,936 | |||||||||||||
Anchorage Loan | USBTC | ||||||||||||||
Stockholders' Equity | ||||||||||||||
Shares issued during period | 1,987,936 |
Stockholders' equity - Series A
Stockholders' equity - Series A Preferred Stock (Details) $ in Millions | 1 Months Ended | 12 Months Ended | ||||
Mar. 22, 2022 USD ($) | Oct. 26, 2021 shares | Jun. 23, 2021 Offering | Apr. 30, 2022 USD ($) | Jul. 31, 2021 USD ($) item shares | Jun. 30, 2022 shares | |
Stockholders' Equity | ||||||
Transfer of shares subject to registration to permanent equity | 440,736 | |||||
Number of stockholders who accepted the rescission offer | item | 1 | |||||
USBTC | ||||||
Stockholders' Equity | ||||||
Transfer of shares subject to registration to permanent equity | 656,250 | |||||
Number of common stock offerings | Offering | 2 | |||||
Administrative fine | $ | $ 1 | |||||
Administrative fine paid | $ | $ 1 | |||||
Series A Preferred Stock Legacy USBTC | USBTC | ||||||
Stockholders' Equity | ||||||
Transfer of shares subject to registration to permanent equity | 74,043 | |||||
Number of shares repurchased | 21,155 | |||||
Value of shares repurchased | $ | $ 0.1 | |||||
Common Stock | ||||||
Stockholders' Equity | ||||||
Transfer of shares subject to registration to permanent equity | 440,736 | |||||
Common Stock | USBTC | ||||||
Stockholders' Equity | ||||||
Transfer of shares subject to registration to permanent equity | 440,736 |
Stockholders' equity - Common_2
Stockholders' equity - Common stock warrants (Details) | 6 Months Ended | |
Dec. 31, 2023 $ / shares shares | Nov. 30, 2023 Y | |
Warrants | ||
Exchange ratio in business combination | 0.2000 | |
Number of shares | ||
Assumed pursuant to the Business Combination | shares | 1,895 | |
Outstanding as at end | shares | 1,895 | |
Weighted average exercise price (per share) | ||
Assumed pursuant to the Business Combination (in dollars per share) | $ / shares | $ 53.45 | |
Outstanding as at end (in dollars per share) | $ / shares | $ 53.45 | |
Weighted average remaining contractual life (in years) | ||
Assumed pursuant to the Business Combination (in years) | 2 years 9 months 18 days | |
Outstanding as at end (in years) | 2 years 9 months 18 days | |
Expected price volatility | ||
Warrants | ||
Warrants measurement input | 1.06 | |
Risk-free interest rate | ||
Warrants | ||
Warrants measurement input | 0.0448 | |
Expected term | ||
Warrants | ||
Warrants measurement input | Y | 2.8 |
Stockholders' equity - Accumula
Stockholders' equity - Accumulated other comprehensive income (Details) $ in Thousands | 6 Months Ended |
Dec. 31, 2023 USD ($) | |
Accumulated other comprehensive income | |
Beginning Balance | $ 27,373 |
Ending Balance | 487,639 |
Accumulated other comprehensive income | |
Accumulated other comprehensive income | |
Net change | 10,761 |
Ending Balance | 10,761 |
Equity Adjustment from Foreign Currency Translation | |
Accumulated other comprehensive income | |
Net change | 10,761 |
Ending Balance | $ 10,761 |
Stock-based compensation (Detai
Stock-based compensation (Details) | Nov. 30, 2023 | Mar. 16, 2021 shares | Feb. 15, 2018 shares | Nov. 27, 2023 shares |
Rollover Option Plan | ||||
Stockholders' Equity | ||||
Exchange ratio of stock option in business combination | 0.6716 | |||
Number of shares authorized to issue under plan | 4,490,400 | |||
2021 Plan | ||||
Stockholders' Equity | ||||
Exchange ratio of stock option in business combination | 0.6716 | |||
2018 Plan | ||||
Stockholders' Equity | ||||
Exchange ratio of stock option in business combination | 0.2000 | |||
Number of shares authorized to issue under plan | 1,553,254 | |||
2023 Plan | ||||
Stockholders' Equity | ||||
Exchange ratio of stock option in business combination | 0.2000 | |||
Number of shares authorized to issue under plan | 6,065,682 |
Stock-based compensation - Stoc
Stock-based compensation - Stock-based compensation expense (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | 7 Months Ended | 12 Months Ended | ||
Nov. 30, 2023 | Nov. 30, 2023 | Dec. 31, 2023 | Jun. 30, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | |
Stock-based compensation expense | ||||||
Stock-based compensation expense | $ 12,216 | $ 10,496 | $ 4,611 | $ 9,176 | ||
USBTC | ||||||
Stock-based compensation expense | ||||||
Stock-based compensation expense | $ 7,800 | |||||
Number of stock awards issued | 968,388 | |||||
Restricted stock awards | ||||||
Stock-based compensation expense | ||||||
Stock-based compensation expense | 7,815 | 10,478 | 3,123 | 7,910 | ||
Employee Stock Option | ||||||
Stock-based compensation expense | ||||||
Stock-based compensation expense | 2,903 | $ 18 | $ 1,488 | $ 1,266 | ||
Employee Stock Option | USBTC | ||||||
Stock-based compensation expense | ||||||
Stock-based compensation expense | $ 0 | 300 | ||||
Restricted stock units | ||||||
Stock-based compensation expense | ||||||
Stock-based compensation expense | 1,423 | |||||
Deferred stock units | ||||||
Stock-based compensation expense | ||||||
Stock-based compensation expense | $ 75 |
Stock-based compensation - Time
Stock-based compensation - Time-base restricted stock awards (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 7 Months Ended | 12 Months Ended | |||||||||
Jan. 05, 2023 $ / shares shares | Aug. 09, 2022 $ / shares shares | Mar. 17, 2022 $ / shares shares | Oct. 10, 2021 $ / shares shares | Feb. 28, 2023 USD ($) shares | Jul. 31, 2021 item shares | Feb. 01, 2021 $ / shares shares | Jun. 30, 2021 shares | Jun. 30, 2021 shares | Jun. 30, 2023 shares | Jun. 30, 2022 $ / shares shares | Dec. 31, 2023 USD ($) | Dec. 31, 2022 $ / shares | |
Time-base restricted stock awards | |||||||||||||
Stockholders' Equity | |||||||||||||
Forfeited (in shares) | 968,388 | ||||||||||||
Remaining unrecognized compensation expense | $ | $ 0 | ||||||||||||
Number of shares awarded | 8,466,693 | 709,318 | 395,908 | ||||||||||
Award vested (no of shares) | 6,170,157 | 1,777,221 | 656,153 | ||||||||||
Time-base restricted stock awards | USBTC | |||||||||||||
Stockholders' Equity | |||||||||||||
Forfeited (in shares) | 167,900 | ||||||||||||
Remaining unrecognized compensation expense | $ | $ 600 | ||||||||||||
Number of shares awarded | 704,449 | 4,869 | 3,975,368 | 395,908 | 4,491,325 | ||||||||
Share price of common stock issued | $ / shares | $ 0.39 | $ 0.01 | $ 1.63 | $ 3.38 | $ 1.59 | $ 0.01 | $ 0.39 | ||||||
Award vested (no of shares) | 6,170,157 | ||||||||||||
Number of consultant whose awards are cancelled | item | 1 | ||||||||||||
Time-base restricted stock awards awarded on January 5, 2023 | USBTC | |||||||||||||
Stockholders' Equity | |||||||||||||
Forfeited (in shares) | 704,449 | ||||||||||||
Time-base restricted stock awards awarded from previously issued awards | |||||||||||||
Stockholders' Equity | |||||||||||||
Forfeited (in shares) | 263,939 |
Stock-based compensation - Ti_2
Stock-based compensation - Time-base restricted stock awards, assumptions used (Details) - Time-base restricted stock awards | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Mar. 17, 2021 | Sep. 30, 2021 | Dec. 31, 2022 | Jun. 30, 2022 | |
Stockholders' Equity | ||||
Expected price volatility | 100% | 100% | 120% | 120% |
Risk-free interest rate | 0.29% | 0.28% | 4.41% | 2.86% |
Expected term | 3 years | 2 years | 2 years | 1 year 6 months |
Stock-based compensation - Ti_3
Stock-based compensation - Time-base restricted stock awards, activity (Details) - Time-base restricted stock awards - USD ($) $ / shares in Units, $ in Thousands | 7 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2023 | |
Number of shares | ||||
Unvested as at beginning (in shares) | 2,036,291 | 2,296,536 | ||
Granted (in shares) | 8,466,693 | 709,318 | 395,908 | |
Vested (in shares) | (6,170,157) | (1,777,221) | (656,153) | |
Cancelled (in shares) | (968,388) | |||
Unvested as at end (in shares) | 2,296,536 | 2,036,291 | ||
Weighted average grant-date fair value | ||||
Unvested as at beginning (in dollars per share) | $ 1.97 | $ 1.63 | ||
Granted (in dollars per share) | $ 1.61 | 0.38 | 3.38 | |
Vested (in dollars per share) | 1.59 | 1.76 | 1.63 | |
Cancelled (in dollars per share) | $ 1.20 | |||
Unvested as at end (in dollars per share) | $ 1.63 | $ 1.97 | ||
Aggregate intrinsic value | ||||
Unvested as at beginning (in dollars) | $ 39 | $ 3,745 | ||
Vested (in dollars) | $ 9,871 | $ 34 | 1,641 | |
Unvested as at end (in dollars) | $ 3,745 | $ 39 | ||
Remaining unrecognized compensation expense | $ 0 |
Stock-based compensation - Perf
Stock-based compensation - Performance-based restricted stock awards (Details) - Performance-based restricted stock awards $ / shares in Units, $ in Billions | 7 Months Ended | 12 Months Ended | ||
Oct. 10, 2021 item $ / shares shares | Mar. 17, 2021 USD ($) $ / shares shares | Jun. 30, 2021 $ / shares shares | Jun. 30, 2022 USD ($) item $ / shares shares | |
Stockholders' Equity | ||||
Number of shares held | 1,639,376 | 2,562,826 | ||
Number of shares awarded | 1,639,376 | 1,846,900 | ||
Grant date fair value | $ / shares | $ 0.02 | $ 3.38 | ||
USBTC | ||||
Stockholders' Equity | ||||
Number of shares held | 1,639,376 | |||
Number of shares awarded | 1,846,900 | |||
Grant date fair value | $ / shares | $ 0.02 | |||
USBTC | CEO & COO | ||||
Stockholders' Equity | ||||
Number of shares held | 1,639,376 | |||
Number of shares awarded | 923,450 | |||
Grant date fair value | $ / shares | $ 3.38 | |||
USBTC | Tranche one | ||||
Stockholders' Equity | ||||
Total company valuation | $ | $ 1 | |||
USBTC | Tranche one | CEO & COO | ||||
Stockholders' Equity | ||||
Total company valuation | $ | $ 1 | |||
Number of miners | item | 10,000 | |||
Number of exahash of computing power | item | 3 | |||
USBTC | Tranche two | ||||
Stockholders' Equity | ||||
Total company valuation | $ | $ 2 | |||
USBTC | Tranche two | CEO & COO | ||||
Stockholders' Equity | ||||
Total company valuation | $ | $ 2 | |||
Number of miners | item | 20,000 | 20,000 | ||
Number of exahash of computing power | item | 6 | 6 |
Stock-based compensation - Pe_2
Stock-based compensation - Performance-based restricted stock awards, assumptions used (Details) - Performance-based restricted stock awards | Mar. 17, 2021 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected price volatility | 100% |
Risk-free interest rate | 1.63% |
Expected term | 10 years |
Stock-based compensation - Pe_3
Stock-based compensation - Performance-based restricted stock awards, activity (Details) - Performance-based restricted stock awards - USD ($) $ / shares in Units, $ in Thousands | 7 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | |
Number of shares | |||
Unvested as at beginning (in shares) | 2,562,826 | 1,639,376 | |
Number of shares awarded | 1,639,376 | 1,846,900 | |
Vested (in shares) | (2,562,826) | (923,450) | |
Unvested as at end (in shares) | 1,639,376 | 2,562,826 | |
Weighted average grant-date fair value | |||
Unvested as at beginning (in dollars per share) | $ 1.24 | $ 0.02 | |
Grant date fair value | $ 0.02 | 3.38 | |
Vested (in dollars per share) | $ 1.24 | 3.38 | |
Unvested as at end (in dollars per share) | $ 0.02 | $ 1.24 | |
Aggregate intrinsic value | |||
Unvested as at beginning (in dollars) | $ 49 | $ 2,673 | |
Vested (in dollars) | $ 49 | 3,125 | |
Unvested as at end (in dollars) | $ 2,673 | $ 49 |
Stock-based compensation - St_2
Stock-based compensation - Stock options (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | 7 Months Ended | 12 Months Ended | ||||||||
Nov. 30, 2023 USD ($) $ / shares shares | Nov. 29, 2023 shares | Jan. 03, 2022 USD ($) shares | Mar. 16, 2021 | Feb. 15, 2018 | Nov. 30, 2023 USD ($) | Feb. 28, 2023 USD ($) shares | Jan. 31, 2023 item $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) $ / shares | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) $ / shares shares | |
Stockholders' Equity | ||||||||||||
Stock-based compensation expense | $ | $ 12,216 | $ 10,496 | $ 4,611 | $ 9,176 | ||||||||
Rollover Option Plan | ||||||||||||
Stockholders' Equity | ||||||||||||
Exchange ratio of stock option in business combination | 0.6716 | |||||||||||
2018 Plan | ||||||||||||
Stockholders' Equity | ||||||||||||
Exchange ratio of stock option in business combination | 0.2000 | |||||||||||
2023 Plan | ||||||||||||
Stockholders' Equity | ||||||||||||
Exchange ratio of stock option in business combination | 0.2000 | |||||||||||
USBTC | ||||||||||||
Stockholders' Equity | ||||||||||||
Stock-based compensation expense | $ | $ 7,800 | |||||||||||
USBTC | 2018 Plan | ||||||||||||
Stockholders' Equity | ||||||||||||
Exchange ratio of stock option in business combination | 0.2000 | |||||||||||
Hut 8 | 2023 Plan | ||||||||||||
Stockholders' Equity | ||||||||||||
Number of options issued | shares | 23,000 | |||||||||||
Employee Stock Option | ||||||||||||
Stockholders' Equity | ||||||||||||
Stock-based compensation expense | $ | $ 2,903 | $ 18 | $ 1,488 | $ 1,266 | ||||||||
Weighted-average fair value | $ / shares | $ 7.02 | $ 1.28 | $ 0.26 | $ 2.49 | ||||||||
Employee Stock Option | USBTC | ||||||||||||
Stockholders' Equity | ||||||||||||
Dividend yield | 0% | |||||||||||
Accelerated unvested performance-based stocks options | shares | 763,609 | |||||||||||
Accelerated compensation expense | $ | $ 1,100 | |||||||||||
Number of options converted upon business combination | shares | 6,686,123 | |||||||||||
Number of options issued upon conversion in business combination | shares | 4,490,375 | |||||||||||
Total incremental expense | $ | $ 3,900 | |||||||||||
Stock-based compensation expense | $ | $ 0 | $ 300 | ||||||||||
Number of options cancelled | shares | 2,387 | 136,358 | 398,426 | |||||||||
Number of options issued | shares | 23,000 | |||||||||||
Weighted-average exercise price | $ / shares | $ 18.41 | |||||||||||
Number of options modified | shares | 79,752 | 27,367 | 2,122,760 | |||||||||
Exercise price of options modified | $ / shares | $ 0.39 | |||||||||||
Incremental expense on modification of vested stock options | $ | $ 30 | |||||||||||
Incremental expense on modification of unvested stock options | $ | $ 100 | |||||||||||
Number of senior executives that amended the vesting requirement | item | 2 | |||||||||||
Reversal of stock-based compensation expense recognized on the original unvested stock option award | $ | $ 100 | |||||||||||
Grant date fair value for the modified award | $ | $ 900 | |||||||||||
Employee Stock Option | USBTC | Rollover Option Plan | ||||||||||||
Stockholders' Equity | ||||||||||||
Exchange ratio of stock option in business combination | 0.6716 | |||||||||||
Employee Stock Option | USBTC | 2018 Plan | ||||||||||||
Stockholders' Equity | ||||||||||||
Exchange ratio of stock option in business combination | 0.2000 | |||||||||||
Employee Stock Option | USBTC | 2023 Plan | ||||||||||||
Stockholders' Equity | ||||||||||||
Exchange ratio of stock option in business combination | 0.2000 | |||||||||||
Employee Stock Option | Hut 8 | 2018 Plan | ||||||||||||
Stockholders' Equity | ||||||||||||
Number of options cancelled | shares | 115,000 | |||||||||||
Employee Stock Option | Hut 8 | 2023 Plan | ||||||||||||
Stockholders' Equity | ||||||||||||
Number of options issued | shares | 23,000 | |||||||||||
Weighted-average exercise price | $ / shares | $ 18.41 | |||||||||||
Weighted-average fair value | $ / shares | $ 7.02 | |||||||||||
Number of options vested | shares | 23,000 |
Stock-based compensation - St_3
Stock-based compensation - Stock options, assumptions used (Details) - shares | 6 Months Ended | 7 Months Ended | 12 Months Ended | ||
Nov. 30, 2023 | Dec. 31, 2023 | Jun. 30, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | |
USBTC | |||||
Stockholders' Equity | |||||
Expected price volatility, maximum | 100% | ||||
Employee Stock Option | |||||
Stockholders' Equity | |||||
Expected term | 4 years 8 months 12 days | ||||
Number of options outstanding | 3,155,683 | ||||
Employee Stock Option | USBTC | |||||
Stockholders' Equity | |||||
Dividend yield | 0% | ||||
Expected price volatility, minimum | 100% | 96.50% | |||
Expected price volatility, maximum | 115% | 100% | 100% | ||
Minimum risk free interest rate | 3.64% | 0.80% | 2.86% | 0.65% | |
Maximum risk free interest rate | 5.16% | 1.27% | 3.90% | 2.44% | |
Employee Stock Option | Minimum | USBTC | |||||
Stockholders' Equity | |||||
Expected term | 4 years 7 months 6 days | 5 years 6 months | 5 years | 5 years | |
Employee Stock Option | Maximum | USBTC | |||||
Stockholders' Equity | |||||
Expected term | 8 years 2 months 12 days | 7 years | 8 years | 8 years 2 months 12 days |
Stock-based compensation - St_4
Stock-based compensation - Stock options, activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | |
Number of shares | ||||
Exercised (in shares) | (42,508) | |||
USBTC | ||||
Number of shares | ||||
Exercised (in shares) | (63,298) | |||
Employee Stock Option | USBTC | ||||
Number of shares | ||||
Outstanding at the beginning (in shares) | 4,535,270 | 1,716,263 | 81,935 | |
Granted (in shares) | 81,935 | 2,955,365 | 2,032,754 | |
Granted pursuant to the Business Combination (in shares) | 23,000 | |||
Exercised (in shares) | (42,508) | |||
Forfeited or canceled (in shares) | (2,387) | (136,358) | (398,426) | |
Outstanding at the end (in shares) | 4,513,375 | 81,935 | 4,535,270 | 1,716,263 |
Vested and exercisable as at end (in shares) | 1,357,692 | |||
Weighted average exercise price (in dollars per share) | ||||
Outstanding at the beginning (in dollars per share) | $ 0.39 | $ 2.93 | $ 1.68 | |
Granted (in dollars per share) | $ 1.68 | 0.76 | 2.72 | |
Granted pursuant to the Business Combination (in dollars per share) | 18.41 | |||
Exercised (in dollars per share) | 0.39 | |||
Forfeited or canceled (per share) | 0.39 | 1.44 | 1.65 | |
Outstanding at the end (in dollars per share) | 0.48 | $ 1.68 | $ 0.39 | $ 2.93 |
Vested and exercisable as at end (in dollars per share) | $ 0.70 | |||
Aggregate intrinsic value and Weighted average remaining contractual life (in years) | ||||
Exercised (in dollars) | $ 326 | |||
Outstanding as at end (in dollars) | 58,150 | |||
Vested and exercisable as at end (in dollars) | $ 17,284 | |||
Weighted average remaining contractual life, Outstanding (in years) | 8 years 9 months 18 days | 9 years 8 months 12 days | 9 years | 9 years 3 months 18 days |
Weighted average remaining contractual life, vested and exercisable (in years) | 8 years 1 month 6 days |
Stock-based compensation - St_5
Stock-based compensation - Stock options, additional information (Details) - Employee Stock Option - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | |
Stock-based compensation | ||||
Total unrecognized compensation expense | $ 3.5 | |||
Total unrecognized compensation expense expected to be recognized over a weighted-average remaining vesting period | 1 year | |||
Weighted average grant-date fair value of stock options | $ 7.02 | $ 1.28 | $ 0.26 | $ 2.49 |
Stock-based compensation - Rest
Stock-based compensation - Restricted stock units (Details) $ / shares in Units, $ in Thousands | 6 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | |
Stockholders' Equity | |
Vesting period | 3 years |
Unvested restricted stock awards | |
Number of units | |
Granted (in shares) | shares | 502,806 |
Assumed pursuant to the Business Combination (in shares) | shares | 1,466,066 |
Vested (in shares) | shares | (412,859) |
Forfeited (in shares) | shares | (1,666) |
Unvested as at end (in shares) | shares | 1,554,347 |
Weighted average grant-date fair value | |
Granted (in dollars per share) | $ / shares | $ 12.16 |
Assumed pursuant to the Business Combination (in dollars per share) | $ / shares | 9.50 |
Vested (in dollars per share) | $ / shares | 9.50 |
Cancelled (in dollars per share) | $ / shares | 9.50 |
Unvested as at end (in dollars per share) | $ / shares | $ 10.36 |
Aggregate intrinsic value | |
Vested (in dollars) | $ | $ 4,193 |
Unvested as at end (in dollars) | $ | 20,735 |
Total unrecognized compensation expense | $ | $ 10,000 |
Total unrecognized compensation expense expected to be recognized over a weighted-average remaining vesting period | 1 year 2 months 12 days |
Stock-based compensation - Defe
Stock-based compensation - Deferred stock units (Details) - Deferred stock units $ / shares in Units, $ in Thousands | 6 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | |
Number of shares | |
Assumed pursuant to the Business Combination - in vested state (in shares) | shares | 86,189 |
Granted (in shares) | shares | 5,615 |
Award vested (no of shares) | shares | 91,804 |
Weighted average grant-date fair value | |
Assumed pursuant to the Business Combination - in vested state (in dollars per share) | $ / shares | $ 9.50 |
Granted (in dollars per share) | $ / shares | 13.34 |
Vested (in dollars per share) | $ / shares | $ (9.73) |
Aggregate intrinsic value | |
Vested (in dollars) | $ | $ 1,225,000 |
Remaining unrecognized compensation expense | $ | $ 0 |
Stock-based compensation - Subs
Stock-based compensation - Subsequent awards (Details) - $ / shares | 1 Months Ended | 6 Months Ended | |
Mar. 31, 2024 | Feb. 29, 2024 | Dec. 31, 2023 | |
Stockholders' Equity | |||
Vesting period | 3 years | ||
Service-based restricted stock units | Subsequent Event | |||
Stockholders' Equity | |||
Number of shares awarded | 121,158 | 314,029 | |
Grant date fair value | $ 9.88 | $ 7.82 | |
Vesting period | 3 years | ||
Performance-based performance stock units | Subsequent Event | |||
Stockholders' Equity | |||
Number of shares awarded | 1,293,626 | ||
Vesting period | 3 years | ||
Weighted Average Stock Price, Consecutive Trading Days | 20 days | ||
Performance-based performance stock units | Tranche one | Subsequent Event | |||
Stockholders' Equity | |||
Percentage of performance stock units eligible to vest | 100% | ||
Performance-based performance stock units | Tranche one | Minimum | Subsequent Event | |||
Stockholders' Equity | |||
Stock Price Performance, Percentage | 50% | ||
Performance-based performance stock units | Tranche two | Subsequent Event | |||
Stockholders' Equity | |||
Percentage of performance stock units eligible to vest | 200% | ||
Performance-based performance stock units | Tranche two | Minimum | Subsequent Event | |||
Stockholders' Equity | |||
Stock Price Performance, Percentage | 100% |
Net income (loss) per share o_3
Net income (loss) per share of common stock - Potentially dilutive securities that were not included in the computation of diluted net income (loss) per share of common stock as their inclusion would have been anti-dilutive (Details) - shares | 6 Months Ended | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded in computation of Diluted Loss per Share (in shares) | 479,669 | 4,017,847 | 4,535,270 | 6,315,380 |
Unvested restricted stock awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded in computation of Diluted Loss per Share (in shares) | 3,935,912 | 4,599,117 | ||
Employee Stock Option | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded in computation of Diluted Loss per Share (in shares) | 23,000 | 81,935 | 4,535,270 | 1,716,263 |
Restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded in computation of Diluted Loss per Share (in shares) | 454,774 | |||
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded in computation of Diluted Loss per Share (in shares) | 1,895 |
Net income (loss) per share o_4
Net income (loss) per share of common stock - Reconciliation of the denominator of the basic and diluted net income (loss) per share of common stock computations (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | |
Numerator: | |||||
Net income (loss), basic | $ 6,208 | $ (9,084) | $ (65,611) | $ (31,803) | |
Net income (loss), diluted | $ 6,208 | $ (9,084) | $ (65,611) | $ (31,803) | |
Denominator: | |||||
Weighted average shares of common stock outstanding - basic | 51,268,013 | 40,134,586 | 21,452,996 | 41,471,593 | 33,900,145 |
Dilutive impact of outstanding equity awards | 4,004,597 | ||||
Weighted average shares of common stock outstanding - diluted | 55,272,610 | 40,134,586 | 21,452,996 | 41,471,593 | 33,900,145 |
Net income (loss) per share of common stock: | |||||
Basic (in dollars per share) | $ 0.12 | $ (2.02) | $ (0.42) | $ (1.58) | $ (0.94) |
Diluted (in dollars per share) | $ 0.11 | $ (2.02) | $ (0.42) | $ (1.58) | $ (0.94) |
Income Taxes - Income before in
Income Taxes - Income before income taxes (Details) - USD ($) $ in Thousands | 6 Months Ended | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Taxes | ||||
United States | $ (26,024) | $ (11,181) | $ (66,809) | $ (26,734) |
Foreign | 31,811 | |||
Total | $ 5,787 | $ (11,181) | $ (66,809) | $ (26,734) |
Income Taxes - Components of (p
Income Taxes - Components of (provision) benefit for income taxes (Details) - USD ($) $ in Thousands | 6 Months Ended | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | |
Current | |||||
Federal | $ (424) | $ (174) | |||
State | (146) | ||||
Total current | (424) | (320) | |||
Deferred | |||||
Federal | 845 | $ 1,647 | 1,518 | $ (4,619) | |
State | 450 | (450) | |||
Total deferred | 845 | $ 1,808 | 2,097 | 1,518 | (5,069) |
Total income tax benefit (provision) | $ 421 | $ 1,808 | $ 2,097 | $ 1,198 | $ (5,069) |
Income Taxes - Tax rate reconci
Income Taxes - Tax rate reconciliation (in percentage) (Details) | 6 Months Ended | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Taxes | ||||
Statutory federal income tax rate | 21% | 21% | 21% | 21% |
State taxes, net of federal tax benefit | 5.70% | (0.20%) | (1.00%) | |
Permanent differences | 16.40% | 0% | (0.10%) | (0.70%) |
Stock based compensation | 9.40% | (8.00%) | (2.30%) | 0.40% |
Non-taxable portion of gains on digital asset | (72.20%) | (0.00%) | (0.00%) | (0.00%) |
Foreign earnings taxed at a higher rate | 24.70% | (0.00%) | (0.00%) | (0.00%) |
Return to provision adjustments | 0% | 0% | (0.60%) | |
Change in valuation allowance | (6.70%) | 0% | (16.60%) | (37.70%) |
Effective tax rate | (7.40%) | 18.70% | 1.80% | (18.60%) |
Income Taxes - Components of de
Income Taxes - Components of deferred tax (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 |
Deferred tax assets | |||
Finance and operating lease obligation | $ 4,321 | $ 339 | $ 590 |
Operating tax losses carried forward | 57,718 | 16,251 | 23,283 |
Share issuance costs | 2,576 | ||
Prepaid expense | 1,386 | ||
Capital tax losses carried forward | 7,259 | 5,465 | |
Equity in earnings of unconsolidated joint venture | 3,702 | 779 | |
Interest | 10,088 | 8,185 | 1,835 |
Impairment loss | 884 | 428 | 1,136 |
Stock based compensation | 76 | ||
Accrued severance | 379 | ||
Intangible assets, net | 11,957 | 1,857 | 94 |
Subtotal of assets | 100,346 | 33,304 | 26,938 |
Deferred tax liabilities | |||
Property and equipment, net | (7,156) | (10,311) | (17,800) |
Operating lease right-of-use asset | (4,179) | (136) | (577) |
Goodwill | (313) | ||
Digital assets | (15,475) | ||
Capital loan | (65) | ||
Subtotal of liabilities | (27,188) | (10,447) | (18,377) |
Total deferred tax liability | 73,158 | 22,857 | 8,561 |
Valuation allowance | (73,767) | (24,311) | (11,533) |
Net deferred tax liability | $ (609) | $ (1,454) | $ (2,972) |
Income Taxes - Carryforwards (D
Income Taxes - Carryforwards (Details) $ in Thousands | 6 Months Ended |
Dec. 31, 2023 USD ($) | |
Tax Credit Carryforward [Line Items] | |
U.S. Federal net operating loss (NOLs) carryforwards | $ 69,305 |
Percentage of limit on utilization of NOLs | 80% |
U.S. Federal capital loss carryforwards | |
Tax Credit Carryforward [Line Items] | |
Capital loss carryforwards | $ 25,787 |
Foreign non-capital loss carryforwards | |
Tax Credit Carryforward [Line Items] | |
Capital loss carryforwards | $ 179,261 |
Concentrations (Details)
Concentrations (Details) - item | 24 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2023 | |
Concentrations | ||
Number of mining pool operators operated in the period | 3 | 2 |
Product | Revenue | ||
Concentrations | ||
Percentage of mining revenue | 100% |
Related party transactions (Det
Related party transactions (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | 7 Months Ended | 12 Months Ended | ||
Aug. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | |
Related party transactions | ||||||
Total revenue | $ 60,605 | $ 45,985 | $ 4,272 | $ 82,160 | $ 73,730 | |
Revenue, Related Party, Type [Extensible Enumeration] | Related party | |||||
Revenue, Related Party, Name [Extensible Enumeration] | TZRC | |||||
Related party | TZRC | ||||||
Related party transactions | ||||||
Total revenue | $ 600 |
Commitments and contingencies (
Commitments and contingencies (Details) - USD ($) $ in Millions | 1 Months Ended | ||
May 31, 2023 | Apr. 30, 2023 | Oct. 31, 2023 | |
Commitments and contingencies | |||
Aggregate purchase price | $ 40 | ||
Gross amount of lawsuit | $ 3.1 | ||
Proceeds from legal settlement | $ 1.5 |
Subsequent Events - Purchase Co
Subsequent Events - Purchase Commitment (Details) - Subsequent Event $ in Millions | Jan. 30, 2024 USD ($) item D |
Subsequent Events Line Items | |
Number Of Managed Services Sites | item | 2 |
Number of days | D | 30 |
Termination fee | $ | $ 13.6 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 6 Months Ended | 7 Months Ended | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | |
Pay vs Performance Disclosure | ||||||
Net Income (Loss) | $ 6,208 | $ (81,253) | $ (9,084) | $ (9,084) | $ (65,611) | $ (31,803) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |