Applied Digital Corporation (Nasdaq: APLD)
("Applied Digital" or the "Company"), a designer,
builder, and operator of next-generation digital infrastructure
designed for high-performance computing (“HPC”) applications, cloud
services (“Cloud Services”), and data center hosting (“Data Center
Hosting”), reported financial results for the fiscal third quarter
ended February 28, 2025. The Company also provided an
operational update.
Fiscal Third Quarter 2025 Financial
Highlights
-
Revenues: $52.9 million, up 22% from the prior
year comparable period
- Net loss
attributable to common stockholders: $36.1 million, up 43%
from the prior year comparable period
- Net loss
attributable to common stockholders per basic and diluted
share: $0.16, up 69% from the prior year comparable
period
- Adjusted
net loss attributable to common
stockholders: $17.8 million
- Adjusted
net loss attributable to common stockholders per diluted
share: $0.08
-
Adjusted EBITDA: $10.0 million
Adjusted Net Loss Attributable to Common
Stockholders, Adjusted Net Loss Attributable to Common Stockholders
per Diluted Share, and Adjusted EBITDA are non-GAAP measures. A
reconciliation of each of these Non-GAAP Measures to the most
directly comparable financial measure presented in accordance with
accounting principles generally accepted in the United States
(“GAAP”) is set forth below. See “Reconciliation of GAAP to
Non-GAAP Measures.”
Recent Operational
Highlights
- On April 10,
2025, the Board of Directors approved a plan to sell the Company's
Cloud Services Business.
- APLD HPC
Holdings LLC closed a $375 million financing with Sumitomo Mitsui
Banking Corporation (“SMBC”). The Company used a portion of the
proceeds to repay its obligations under the November 2024 Macquarie
Promissory Note, and the remaining proceeds are intended to be used
to advance the development of the first and second data center
buildings at the Ellendale HPC Campus.
- Laura Laltrello
joined Applied Digital as the Company’s new Chief Operating Officer
(COO). The onboarding of Ms. Laltrello is intended to enhance the
Company’s position as a leader in next-generation data centers at
the forefront of the AI revolution.
Management Commentary
During the quarter ended February 28, 2025,
Applied Digital achieved significant milestones in advancing its
strategic objectives, including two transactions with globally
renowned financial institutions.
First, with Macquarie Asset Management
("MAM")—one of the largest infrastructure investors globally— upon
closing of the transaction, MAM will have the right to invest up to
$5 billion in capital to support the development of Applied
Digital’s next-generation data centers. We believe this investment
highlights MAM’s strong confidence in the scalability and value of
our platform.
Second, with Sumitomo Mitsui Banking Corporation
("SMBC"), one of Japan’s top three banking groups and a global
leader in data center financing, Applied Digital closed a $375
million financing arrangement. We believe this arrangement
underscores the trust that leading financial institutions place in
the value of our data centers, land assets, and power
infrastructure pipeline.
MAM and SMBC are playing instrumental roles in
supporting our ongoing discussions with customers to lease the
Ellendale campus. Their support is especially valuable amid the
current crosscurrents in the industry and broader economy. We
believe the Ellendale campus represents a highly strategic industry
asset.
We also believe that if we were to transition
into a data center REIT in the future, we need to focus our
businesses. For that reason, we believe separating the Cloud
Services Business from our data center operations better serves the
long-term interests of our shareholders.
"We are confident in the progress we are making
and remain committed to delivering sustainable, long-term value for
our investors,” said Applied Digital Chairman and CEO Wes
Cummins.
HPC Data Center Hosting
Update
Applied Digital’s HPC Data Center Hosting
Business designs, builds, and operates next-generation data centers
designed to provide massive computing power and support
high-performance computing applications within a cost-effective
model. During the prior fiscal year, the Company broke ground on
its first 100 MW HPC facility in Ellendale, North Dakota. The new
369,000+ square-foot building will provide ultra-low-cost and
highly efficient liquid-cooled infrastructure for HPC applications.
Construction remains on schedule and the building will be ready for
service in the second half of this calendar year.
Applied Digital continues negotiations with
multiple US-based hyperscalers to lease up to 400 MW of capacity,
inclusive of the Ellendale HPC data center under construction and
two forthcoming buildings at the Ellendale Campus.
Cloud Services Update
Applied Digital’s Cloud Services Business
provides high-performance computing power for artificial
intelligence and machine learning applications. During the three
months ended February 28, 2025, the Company generated $17.8 million
in revenues from the Cloud Services Business segment, representing
an increase of 220% compared to $5.6 million during the three
months ended February 29, 2024. However, our revenue declined
$9.9 million sequentially from the second fiscal quarter 2025
revenue of $27.7 million due to moving some GPU capacity to a
multi-tenant on-demand model from single-tenant reserve contracts.
We encountered technical issues in moving the capacity which have
since been resolved.
Data Center Hosting Update
Applied Digital’s Data Center Hosting Business
operates data centers to provide energized space to crypto mining
customers. As of February 28, 2025, the Company’s 106 MW
facility in Jamestown, N.D., and 180 MW facility in Ellendale,
N.D., are operating at full capacity.
During the three months ended February 28,
2025, the Company generated $35.2 million in revenue from the Data
Center Hosting Business segment, representing a decrease of 7%
compared to the $37.8 million during the three months ended
February 29, 2024.
Financial Results for Fiscal Third
Quarter 2025
Operating Results
Total revenues in the fiscal third quarter 2025
were $52.9 million compared to $40.3 million, up 22% from the
fiscal third quarter 2024. The growth was primarily driven by the
continued expansion of the Company’s Cloud Services Business during
the latter period, fueled by the deployment of additional GPU
clusters.
Cost of revenues in the fiscal third quarter
2025 were $49.1 million compared to $47.1 million, up 4% from the
fiscal third quarter 2024. The increase in cost of revenues was
primarily driven by the growth in the business as more facilities
were energized and additional services were provided to customers
compared to the comparable prior year period.
Selling, general and administrative expenses in
the fiscal third quarter 2025 were $22.7 million compared to $30.0
million, down 24% from the fiscal third quarter of 2024. The
decrease was primarily due to GPU cluster deployments, which are
now revenue generating and as such, the depreciation and
amortization is now captured as a part of cost of revenues.
Interest expense, net in the fiscal third
quarter 2025 was $8.9 million compared to $4.8 million, up 87%,
from the fiscal third quarter 2024. The increase in interest
expense, net was primarily driven by an increase in finance leases
and interest-bearing loans between periods.
Loss on extinguishment of debt in the fiscal
third quarter 2025 was $1.2 million due to the extinguishment of
the Macquarie Promissory Note that was repaid during the period.
There were no such losses recorded in the prior year comparative
period.
Loss on change in fair value of warrants in the
fiscal third quarter 2025 was $6.4 million due to the initial
valuation of the STB Warrants issued during the period. There were
no such losses recorded in the prior year comparative period.
Net loss for common shareholders for the fiscal
third quarter 2025 was $36.1 million, or $0.16 per basic and
diluted share. This compares to a net loss of $62.8 million, or
$0.52 per basic and diluted share.
Adjusted net loss, a non-GAAP measure, for the
fiscal third quarter 2025, was $17.8 million or adjusted net loss
per basic and diluted share of $0.08. This compares to an adjusted
net loss, a non-GAAP financial measure, of $28.2 million, or $0.23
per basic and diluted share, for the fiscal third quarter of
2024.
Adjusted EBITDA, a non-GAAP financial measure,
for the fiscal third quarter 2025 was $10.0 million compared to an
Adjusted EBITDA loss of $1.3 million for the fiscal third quarter
2024.
Balance Sheet
As of February 28, 2025, the Company had
$261.2 million in cash, cash equivalents, and restricted cash,
along with $689.1 million in debt.
Conference Call
Applied Digital will host a conference call
today, April 14, 2025, at 5:00 p.m. Eastern Time (2:00 p.m.
Pacific Time) to discuss these results. A question-and-answer
session will follow the management’s presentation.
Participant Dial-In: 1-800-549-8228Conference
ID: 19309
The conference call will be broadcast live and
available for replay for one year here.
Please call the conference telephone number
approximately 10 minutes before the start time. An operator will
register your name and organization. If you have difficulty
connecting with the conference call, please get in touch with
Applied Digital’s investor relations team at 1-949-574-3860.
A phone replay of the call will also be
available from 8:00 p.m. Eastern Time on April 14, 2025, through
April 21, 2025, at 11:59 p.m. Eastern Time.
Replay Dial-In: 1-888-660-6264Playback Passcode:
19309#
About Applied Digital
Applied Digital Corporation (Nasdaq: APLD)
designs, develops, and operates next-generation digital
infrastructure across North America to provide digital
infrastructure solutions and cloud services to the rapidly growing
industries of High-Performance Computing ("HPC") and Artificial
Intelligence ("AI"). Find more information at
www.applieddigital.com. Follow us on X (formerly Twitter) at
@APLDdigital.
Forward-Looking Statements
This press release contains “forward-looking
statements” as defined in the Private Securities Litigation Reform
Act of 1995 regarding, among other things, future operating and
financial performance, product development, market position,
business strategy and objectives and the closing of the transaction
described herein. These statements use words, and variations of
words, such as “will,” “continue,” “build,” “future,” “increase,”
“drive,” “believe,” “look,” “ahead,” “confident,” “deliver,”
“outlook,” “expect,” “project” and “predict.” Other examples of
forward-looking statements may include, but are not limited to, (i)
statements of Company plans and objectives, including our evolving
business model, business strategy or estimates or predictions of
actions by suppliers, (ii) statements of future economic
performance, (iii) statements of assumptions underlying other
statements and statements about the Company or its business, and
(iv) the Company’s ability to effectively apply the net proceeds
from the transactions as described above. You are cautioned not to
rely on these forward-looking statements. These statements are
based on current expectations of future events and thus are
inherently subject to uncertainty. If underlying assumptions prove
inaccurate or known or unknown risks or uncertainties materialize,
actual results could vary materially from the Company’s
expectations and projections. These risks, uncertainties, and other
factors include: our ability to complete construction of the
Ellendale HPC data center; our ability to complete the negotiation
and execution of the definitive transaction documents required to
close the MAM facility; our ability to raise additional capital to
fund the ongoing data center construction and operations; our
dependence on principal customers, including our ability to execute
leases with key customers, including leases for our Ellendale HPC
campus; our ability to timely and successfully build new hosting
facilities with the appropriate contractual margins and
efficiencies; power or other supply disruptions and equipment
failures; the inability to comply with regulations, developments
and changes in regulations; cash flow and access to capital;
availability of financing to continue to grow our business; decline
in demand for our products and services; and maintenance of third
party relationships. Information in this release is as of the dates
and time periods indicated herein, and the Company does not
undertake to update any of the information contained in these
materials, except as required by law.
Use and Reconciliation of Non-GAAP
Financial Measures
To supplement our consolidated financial
statements presented under GAAP, we are presenting certain non-GAAP
financial measures. We are providing these non-GAAP financial
measures to disclose additional information to facilitate the
comparison of past and present operations by providing perspective
on results absent one-time or significant non-cash items. We
utilize these measures in the business planning process to
understand expected operating performance and to evaluate results
against those expectations. We believe that these non-GAAP
financial measures, when considered together with our GAAP
financial results, provide management and investors with an
additional understanding of our business operating results
regarding factors and trends affecting our business and provide a
reasonable basis for comparing our ongoing results of
operations.
These non-GAAP financial measures are provided
as supplemental measures to the Company’s performance measures
calculated in accordance with GAAP and therefore, are not intended
to be considered in isolation or as a substitute for comparable
GAAP measures. Further, these non-GAAP financial measures have no
standardized meaning prescribed by GAAP and are not prepared under
any comprehensive set of accounting rules or principles. Because of
the non-standardized definitions of non-GAAP financial measures, we
caution investors that the non-GAAP financial measures as used by
us in this Quarterly Report on Form 10-Q have limits in their
usefulness to investors and may be calculated differently from, and
therefore may not be directly comparable to, similarly titled
measures used by other companies. Further, investors should be
aware that when evaluating these non-GAAP financial measures, these
measures should not be construed as an inference that the Company’s
future results will be unaffected by unusual or non-recurring
items. In addition, from time to time in the future there may be
items that we may exclude for purposes of our non-GAAP financial
measures and we may in the future cease to exclude items that we
have historically excluded for purposes of our non-GAAP financial
measures. Likewise, we may determine to modify the nature of the
adjustments to arrive at our non-GAAP financial measures. Investors
should review the non-GAAP reconciliations provided below and not
rely on any single financial measure to evaluate the Company’s
business.
Adjusted Operating Loss, Adjusted Net
Loss Attributable to Common Stockholders, and Adjusted Net Loss
Attributable to Common Stockholders per Diluted Share
“Adjusted Operating Loss” and “Adjusted net loss
attributable to common stockholders” are non-GAAP financial
measures that represent operating loss and net loss attributable to
common stockholders, respectively. Adjusted Operating Loss is
Operating loss excluding stock-based compensation, non-recurring
repair expenses, diligence, acquisition, disposition and
integration expenses, litigation expenses, non-recurring research
and development expenses, loss on abandonment of assets,
loss/(gain) on classification of held for sale, accelerated
depreciation and amortization, loss on legal settlement, as well as
other non-recurring expenses that Management believes are not
representative of the Company’s expected ongoing costs. Adjusted
net loss attributable to common stockholders is Adjusted Operating
Loss further adjusted for the loss on change in fair value of
warrants, loss on conversion of debt, loss on change in fair value
of debt and related party debt, respectively and loss on the
extinguishment of debt and related party debt, respectively and
preferred dividends. We define “Adjusted net loss attributable to
common stockholders per diluted share” as Adjusted net loss
attributable to common stockholders divided by weighted average
diluted share count.
EBITDA and Adjusted EBITDA
“EBITDA” is defined as earnings before interest
expense, net, income tax expense, and depreciation and
amortization. “Adjusted EBITDA” is defined as EBITDA adjusted for
stock-based compensation, non-recurring repair expenses, diligence,
acquisition, disposition and integration expenses, litigation
expenses, research and development expenses, loss/(gain) on
classification of held for sale, loss on abandonment of assets,
loss on conversion of debt, loss on change in fair value of debt
and related party debt, respectively, loss on change in fair value
of warrants, loss on extinguishment of debt and related party debt,
respectively, loss on legal settlement and preferred dividends as
well as other non-recurring expenses that Management believes are
not representative of our expected ongoing costs.
Investor Relations Contacts Matt
Glover or Ralf Esper Gateway Group, Inc. (949) 574-3860
APLD@gateway-grp.com
Media Contact Buffy Harakidas, EVP
JSA (Jaymie Scotto & Associates) (856) 264-7827
jsa_applied@jsa.net
|
|
|
|
APPLIED DIGITAL CORPORATION AND SUBSIDIARIESCondensed
Consolidated Balance Sheets (Unaudited)(In thousands, except share
and par value data) |
|
|
|
|
|
February 28, 2025 |
|
May 31, 2024 |
ASSETS |
|
|
|
Current assets: |
|
|
|
Cash and cash equivalents |
$ |
68,743 |
|
|
$ |
3,339 |
|
Restricted cash |
|
|
|
Funds for construction |
|
154,139 |
|
|
|
— |
|
Letters of credit |
|
31,342 |
|
|
|
21,349 |
|
Accounts receivable |
|
14,619 |
|
|
|
3,847 |
|
Prepaid expenses and other current assets |
|
5,416 |
|
|
|
1,343 |
|
Current assets held for sale |
|
— |
|
|
|
384 |
|
Total current assets |
|
274,259 |
|
|
|
30,262 |
|
Property and equipment, net |
|
1,002,206 |
|
|
|
340,381 |
|
Operating lease right of use assets, net |
|
153,434 |
|
|
|
153,611 |
|
Finance lease right of use assets, net |
|
235,203 |
|
|
|
218,683 |
|
Other assets |
|
42,245 |
|
|
|
19,930 |
|
TOTAL ASSETS |
$ |
1,707,347 |
|
|
|
762,867 |
|
|
|
|
|
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS'
EQUITY |
|
|
|
Current liabilities: |
|
|
|
Accounts payable |
$ |
170,517 |
|
|
$ |
116,117 |
|
Accrued liabilities |
|
19,268 |
|
|
|
26,282 |
|
Current portion of operating lease liability |
|
27,496 |
|
|
|
21,705 |
|
Current portion of finance lease liability |
|
140,135 |
|
|
|
107,683 |
|
Current portion of debt |
|
10,138 |
|
|
|
10,082 |
|
Current portion of debt, at fair value |
|
— |
|
|
|
35,836 |
|
Customer deposits |
|
16,125 |
|
|
|
13,819 |
|
Related party customer deposits |
|
— |
|
|
|
1,549 |
|
Deferred revenue |
|
4,879 |
|
|
|
37,674 |
|
Related party deferred revenue |
|
— |
|
|
|
1,692 |
|
Due to customer |
|
4,807 |
|
|
|
13,002 |
|
Other current liabilities |
|
216 |
|
|
|
96 |
|
Total current liabilities |
|
393,581 |
|
|
|
385,537 |
|
Long-term portion of operating lease liability |
|
104,679 |
|
|
|
109,740 |
|
Long-term portion of finance lease liability |
|
32,232 |
|
|
|
63,288 |
|
Long-term debt |
|
678,988 |
|
|
|
79,472 |
|
Total liabilities |
|
1,209,480 |
|
|
|
638,037 |
|
Commitments and contingencies (Note 10) |
|
|
|
Temporary equity |
|
|
|
Series E preferred stock, $0.001 par value, 2,000,000 shares
authorized, 301,673 shares issued and outstanding at
February 28, 2025, and no shares authorized, issued or
outstanding at May 31, 2024 |
|
6,932 |
|
|
|
— |
|
Series E-1 preferred stock, $0.001, 62,500 shares authorized,
39,763 shares issued and outstanding at February 28, 2025, and
no shares authorized, issued or outstanding at May 31, 2024 |
|
36,287 |
|
|
|
— |
|
Stockholders' equity: |
|
|
|
Common stock, $0.001 par value, 400,000,000 shares authorized,
233,682,359 shares issued and shares outstanding at
February 28, 2025, and 144,083,944 shares issued and
139,051,142 shares outstanding at May 31, 2024 |
|
230 |
|
|
|
144 |
|
Treasury stock, 9,291,199 shares at February 28, 2025 and
5,032,802 shares at May 31, 2024, at cost |
|
(31,400 |
) |
|
|
(62 |
) |
Additional paid in capital |
|
914,336 |
|
|
|
374,738 |
|
Accumulated deficit |
|
(428,518 |
) |
|
|
(249,990 |
) |
Total stockholders’ equity attributable to Applied Digital
Corporation |
|
454,648 |
|
|
|
124,830 |
|
TOTAL LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS'
EQUITY |
$ |
1,707,347 |
|
|
|
762,867 |
|
|
|
|
|
|
|
|
|
APPLIED DIGITAL CORPORATION AND SUBSIDIARIESCondensed
Consolidated Statements of Operations (Unaudited)(In thousands,
except per share data) |
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
February 28, 2025 |
|
February 29, 2024 |
|
|
February 28, 2025 |
|
February 29, 2024 |
Revenue: |
|
|
|
|
|
|
|
|
Revenue |
$ |
52,921 |
|
|
$ |
40,284 |
|
|
|
$ |
175,567 |
|
|
$ |
110,993 |
|
Related party revenue |
|
— |
|
|
|
3,064 |
|
|
|
|
1,926 |
|
|
|
10,883 |
|
Total revenue |
|
52,921 |
|
|
|
43,348 |
|
|
|
|
177,493 |
|
|
|
121,876 |
|
Costs and expenses: |
|
|
|
|
|
|
|
|
Cost of revenues |
|
49,141 |
|
|
|
47,061 |
|
|
|
|
162,562 |
|
|
|
102,051 |
|
Selling, general and administrative (1) |
|
22,723 |
|
|
|
30,020 |
|
|
|
|
66,852 |
|
|
|
66,456 |
|
Loss/(gain) on classification of held for sale (2) |
|
— |
|
|
|
21,723 |
|
|
|
|
(24,616 |
) |
|
|
21,723 |
|
Loss on abandonment of assets |
|
— |
|
|
|
— |
|
|
|
|
769 |
|
|
|
— |
|
Loss on legal settlement |
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
2,380 |
|
Total costs and expenses |
|
71,864 |
|
|
|
98,804 |
|
|
|
|
205,567 |
|
|
|
192,610 |
|
Operating loss |
|
(18,943 |
) |
|
|
(55,456 |
) |
|
|
|
(28,074 |
) |
|
|
(70,734 |
) |
Interest expense, net (3) |
|
8,897 |
|
|
|
4,770 |
|
|
|
|
23,687 |
|
|
|
9,522 |
|
Loss on conversion of debt |
|
— |
|
|
|
— |
|
|
|
|
33,612 |
|
|
|
— |
|
Loss on change in fair value of debt |
|
— |
|
|
|
— |
|
|
|
|
85,439 |
|
|
|
— |
|
Loss on change in fair value of related party debt |
|
— |
|
|
|
2,612 |
|
|
|
|
— |
|
|
|
2,612 |
|
Loss on extinguishment of debt |
|
1,177 |
|
|
|
— |
|
|
|
|
1,177 |
|
|
|
— |
|
Loss on extinguishment of related party debt |
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
2,353 |
|
Loss on change in fair value of warrants |
|
6,421 |
|
|
|
— |
|
|
|
|
6,421 |
|
|
|
— |
|
Net loss before income tax expenses |
|
(35,438 |
) |
|
|
(62,838 |
) |
|
|
|
(178,410 |
) |
|
|
(85,221 |
) |
Income tax expense |
|
117 |
|
|
|
— |
|
|
|
|
118 |
|
|
|
— |
|
Net loss |
|
(35,555 |
) |
|
|
(62,838 |
) |
|
|
|
(178,528 |
) |
|
|
(85,221 |
) |
Net loss attributable to noncontrolling interest |
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
(397 |
) |
Preferred dividends |
|
(540 |
) |
|
|
— |
|
|
|
|
(1,213 |
) |
|
|
— |
|
Net loss attributable to common stockholders |
$ |
(36,095 |
) |
|
$ |
(62,838 |
) |
|
|
$ |
(179,741 |
) |
|
$ |
(84,824 |
) |
|
|
|
|
|
|
|
|
|
Basic and diluted net loss per share attributable to common
stockholders |
$ |
(0.16 |
) |
|
$ |
(0.52 |
) |
|
|
$ |
(0.93 |
) |
|
$ |
(0.77 |
) |
Basic and diluted weighted average number of shares
outstanding |
|
222,454,578 |
|
|
|
121,426,622 |
|
|
|
|
193,405,721 |
|
|
|
110,500,556 |
|
(1) |
Includes related party selling, general and administrative expense
of $0.1 million and $0.1 million for the three months ended
February 28, 2025 and February 29, 2024, respectively, and
$0.2 million and $0.5 million for the nine months ended
February 28, 2025 and February 29, 2024,
respectively. |
(2) |
Includes $25 million received in connection with the sale of
our Garden City facility once conditional approval requirements
were met and escrowed funds were released during the nine months
ended February 28, 2025. The three and nine months ended
February 29, 2024 includes $21.7 million loss on held for sale
classification related to the sale of the Garden City
facility. |
(3) |
There was no related party debt outstanding during the three and
nine months ended February 28, 2025 and as such, no interest
expense was incurred related to related party debt. For the three
and nine months ended February 29, 2024, amounts include
related party interest expense of $0.2 million and $0.8 million,
respectively. |
|
|
APPLIED DIGITAL CORPORATION AND
SUBSIDIARIESCondensed Consolidated Statements of
Cash Flows (In thousands) (Unaudited) |
|
|
|
Nine Months Ended |
|
February 28, 2025 |
|
February 29, 2024 |
CASH FLOW FROM OPERATING ACTIVITIES |
|
|
|
Net loss |
$ |
(178,528 |
) |
|
$ |
(85,221 |
) |
Adjustments to reconcile net loss to net cash (used in) provided by
operating activities: |
|
|
|
Depreciation and amortization |
|
79,540 |
|
|
|
47,664 |
|
Stock-based compensation |
|
10,233 |
|
|
|
13,634 |
|
Lease expense |
|
23,911 |
|
|
|
6,708 |
|
Loss on extinguishment of debt |
|
1,177 |
|
|
|
— |
|
Loss on extinguishment of related party debt |
|
— |
|
|
|
2,353 |
|
Loss on legal settlement |
|
— |
|
|
|
2,380 |
|
Amortization of debt issuance costs |
|
11,515 |
|
|
|
498 |
|
Loss/(gain) on classification of held for sale |
|
(24,616 |
) |
|
|
21,723 |
|
Loss on change in fair value of related party debt |
|
— |
|
|
|
2,612 |
|
Loss on conversion of debt |
|
33,612 |
|
|
|
— |
|
Loss on change in fair value of debt |
|
85,439 |
|
|
|
— |
|
Loss on abandonment of assets |
|
769 |
|
|
|
— |
|
Loss on change in fair value of warrants issued |
|
6,421 |
|
|
|
— |
|
Changes in operating assets and liabilities: |
|
|
|
Accounts receivable |
|
(10,722 |
) |
|
|
(143 |
) |
Prepaid expenses and other current assets |
|
(4,072 |
) |
|
|
(4,115 |
) |
Customer deposits |
|
2,306 |
|
|
|
(150 |
) |
Related party customer deposits |
|
(1,549 |
) |
|
|
— |
|
Deferred revenue |
|
(32,795 |
) |
|
|
15,953 |
|
Related party deferred revenue |
|
(1,692 |
) |
|
|
(237 |
) |
Accounts payable |
|
(88,378 |
) |
|
|
55,463 |
|
Accrued liabilities |
|
(12,319 |
) |
|
|
5,811 |
|
Due to customer |
|
(8,195 |
) |
|
|
— |
|
Lease assets and liabilities |
|
(13,557 |
) |
|
|
(35,674 |
) |
Other assets |
|
(757 |
) |
|
|
(3,921 |
) |
CASH FLOW (USED IN) PROVIDED BY OPERATING
ACTIVITIES |
|
(122,257 |
) |
|
|
45,338 |
|
CASH FLOW FROM INVESTING ACTIVITIES |
|
|
|
Purchases of property and equipment and other assets |
|
(483,340 |
) |
|
|
(84,437 |
) |
Proceeds from satisfaction of contingency on sale of assets |
|
25,000 |
|
|
|
— |
|
Finance lease prepayments |
|
(4,840 |
) |
|
|
(35,132 |
) |
Purchases of investments |
|
(2,498 |
) |
|
|
(390 |
) |
CASH FLOW USED IN INVESTING ACTIVITIES |
|
(465,678 |
) |
|
|
(119,959 |
) |
CASH FLOW FROM FINANCING ACTIVITIES |
|
|
|
Repayment of finance leases |
|
(93,992 |
) |
|
|
(27,527 |
) |
Borrowings of long-term debt |
|
650,000 |
|
|
|
8,422 |
|
Borrowings of related party debt |
|
— |
|
|
|
23,000 |
|
Repayments of long-term debt |
|
(290,535 |
) |
|
|
(6,764 |
) |
Repayment of related party debt |
|
— |
|
|
|
(45,500 |
) |
Payment of deferred financing costs |
|
(42,903 |
) |
|
|
— |
|
Tax payments for restricted stock upon vesting |
|
(2,970 |
) |
|
|
(606 |
) |
Proceeds from issuance of common stock |
|
191,590 |
|
|
|
121,237 |
|
Common stock issuance costs |
|
(10,253 |
) |
|
|
(235 |
) |
Proceeds from issuance of preferred stock |
|
100,489 |
|
|
|
— |
|
Preferred stock issuance costs |
|
(8,914 |
) |
|
|
— |
|
Dividends issued on preferred stock |
|
(1,213 |
) |
|
|
— |
|
Proceeds from issuance of SAFE agreement included in long-term
debt |
|
12,000 |
|
|
|
— |
|
Repurchase of shares |
|
(31,342 |
) |
|
|
Proceeds from convertible notes |
|
450,000 |
|
|
|
— |
|
Purchase of capped call options |
|
(51,750 |
) |
|
|
— |
|
Purchase of prepaid forward contract |
|
(52,736 |
) |
|
|
— |
|
CASH FLOW PROVIDED BY FINANCING ACTIVITIES |
|
817,471 |
|
|
|
72,027 |
|
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND
RESTRICTED CASH |
|
229,536 |
|
|
|
(2,594 |
) |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF
PERIOD |
|
31,688 |
|
|
|
43,574 |
|
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, END OF
PERIOD |
$ |
261,224 |
|
|
$ |
40,980 |
|
|
|
|
|
|
|
|
|
APPLIED DIGITAL CORPORATION AND SUBSIDIARIESCondensed
Consolidated Statements of Cash Flows (In thousands) (Unaudited)
continued |
|
|
|
Nine Months Ended |
|
February 28, 2025 |
|
February 29, 2024 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION |
|
|
|
Interest paid |
$ |
54,855 |
|
|
$ |
9,121 |
|
SUPPLEMENTAL DISCLOSURE OF NON-CASH
ACTIVITIES |
|
|
|
Operating right-of-use assets obtained by lease obligation |
$ |
20,280 |
|
|
$ |
95,018 |
|
Finance right-of-use assets obtained by lease obligation |
$ |
106,754 |
|
|
$ |
219,268 |
|
Property and equipment in accounts payable and accrued
liabilities |
$ |
142,787 |
|
|
$ |
41,100 |
|
Conversion of debt to common stock |
$ |
104,945 |
|
|
$ |
— |
|
Extinguishment of non-controlling interest |
$ |
— |
|
|
$ |
9,765 |
|
Loss on legal settlement |
$ |
— |
|
|
$ |
2,300 |
|
Conversion of preferred stock to common stock |
|
53,191 |
|
|
|
— |
|
Cashless exercise of warrants |
|
5 |
|
|
|
— |
|
Issuance of warrants, at fair value |
$ |
50,586 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
APPLIED DIGITAL CORPORATION AND
SUBSIDIARIESReconciliation of GAAP to Non-GAAP
Measures (Unaudited)(In thousands, except
percentage data) |
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
$ in thousands |
February 28, 2025 |
|
February 29, 2024 |
|
|
February 28, 2025 |
|
February 29, 2024 |
Adjusted operating loss |
|
|
|
|
|
|
|
|
Operating loss (GAAP) |
$ |
(18,943 |
) |
|
$ |
(55,456 |
) |
|
|
$ |
(28,074 |
) |
|
$ |
(70,734 |
) |
Stock-based compensation |
|
9,170 |
|
|
|
3,071 |
|
|
|
|
9,405 |
|
|
|
13,511 |
|
Non-recurring repair expenses (1) |
|
3 |
|
|
|
— |
|
|
|
|
173 |
|
|
|
— |
|
Diligence, acquisition, disposition and integration expenses
(2) |
|
561 |
|
|
|
3,168 |
|
|
|
|
12,228 |
|
|
|
3,703 |
|
Litigation expenses (3) |
|
174 |
|
|
|
81 |
|
|
|
|
1,341 |
|
|
|
657 |
|
Research and development expenses (4) |
|
— |
|
|
|
(65 |
) |
|
|
|
36 |
|
|
|
119 |
|
Loss on abandonment of assets |
|
— |
|
|
|
— |
|
|
|
|
769 |
|
|
|
— |
|
Loss/(gain) on classification of held for sale |
|
— |
|
|
|
21,723 |
|
|
|
|
(24,616 |
) |
|
|
21,723 |
|
Accelerated depreciation and amortization (5) |
|
— |
|
|
|
4,043 |
|
|
|
|
45 |
|
|
|
4,220 |
|
Loss on legal settlement |
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
2,380 |
|
Other non-recurring expenses (6) |
|
271 |
|
|
|
(13 |
) |
|
|
|
522 |
|
|
|
245 |
|
Adjusted operating loss (Non-GAAP) |
$ |
(8,764 |
) |
|
$ |
(23,448 |
) |
|
|
$ |
(28,171 |
) |
|
$ |
(24,176 |
) |
Adjusted operating margin |
(17 |
)% |
|
(54 |
)% |
|
|
(16 |
)% |
|
(20 |
)% |
|
|
|
|
|
|
|
|
|
Adjusted net loss attributable to common
stockholders |
|
|
|
|
|
|
|
|
Net loss attributable to common stockholders (GAAP) |
$ |
(36,095 |
) |
|
$ |
(62,838 |
) |
|
|
$ |
(179,741 |
) |
|
$ |
(84,824 |
) |
Stock-based compensation |
|
9,170 |
|
|
|
3,071 |
|
|
|
|
9,405 |
|
|
|
13,511 |
|
Non-recurring repair expenses (1) |
|
3 |
|
|
|
— |
|
|
|
|
173 |
|
|
|
— |
|
Diligence, acquisition, disposition and integration expenses
(2) |
|
561 |
|
|
|
3,168 |
|
|
|
|
12,228 |
|
|
|
3,703 |
|
Litigation expenses (3) |
|
174 |
|
|
|
81 |
|
|
|
|
1,341 |
|
|
|
657 |
|
Research and development expenses (4) |
|
— |
|
|
|
(65 |
) |
|
|
|
36 |
|
|
|
119 |
|
Loss on abandonment of assets |
|
— |
|
|
|
— |
|
|
|
|
769 |
|
|
|
— |
|
Loss/(gain) on classification of held for sale |
|
— |
|
|
|
21,723 |
|
|
|
|
(24,616 |
) |
|
|
21,723 |
|
Accelerated depreciation and amortization (5) |
|
— |
|
|
|
4,043 |
|
|
|
|
45 |
|
|
|
4,220 |
|
Loss on legal settlement |
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
2,380 |
|
Loss on change in fair value of warrants |
|
6,421 |
|
|
|
— |
|
|
|
|
6,421 |
|
|
|
— |
|
Loss on conversion of debt (7) |
|
— |
|
|
|
— |
|
|
|
|
33,612 |
|
|
|
— |
|
Loss on change in fair value of debt (8) |
|
— |
|
|
|
— |
|
|
|
|
85,439 |
|
|
|
— |
|
Loss on change in fair value of related party debt |
|
— |
|
|
|
2,612 |
|
|
|
|
— |
|
|
|
2,612 |
|
Loss on extinguishment of debt |
|
1,177 |
|
|
|
— |
|
|
|
|
1,177 |
|
|
|
— |
|
Loss on extinguishment of related party debt |
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
2,353 |
|
Preferred dividends |
|
540 |
|
|
|
— |
|
|
|
|
1,213 |
|
|
|
— |
|
Other non-recurring expenses (6) |
|
271 |
|
|
|
(13 |
) |
|
|
|
522 |
|
|
|
245 |
|
Adjusted net loss attributable to common stockholders
(Non-GAAP) |
$ |
(17,778 |
) |
|
$ |
(28,218 |
) |
|
|
$ |
(51,976 |
) |
|
$ |
(33,301 |
) |
Adjusted net loss attributable to common stockholders per diluted
share (Non-GAAP) |
$ |
(0.08 |
) |
|
$ |
(0.23 |
) |
|
|
$ |
(0.27 |
) |
|
$ |
(0.30 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
APPLIED DIGITAL CORPORATION AND
SUBSIDIARIESReconciliation of GAAP to Non-GAAP
Measures (Unaudited) continued(In thousands,
except percentage data) |
|
|
|
|
|
|
|
|
|
EBITDA and Adjusted EBITDA |
|
|
|
|
|
|
|
|
Net loss attributable to common stockholders (GAAP) |
$ |
(36,095 |
) |
|
$ |
(62,838 |
) |
|
|
$ |
(179,741 |
) |
|
$ |
(84,824 |
) |
Interest expense, net |
|
8,897 |
|
|
|
4,770 |
|
|
|
|
23,687 |
|
|
|
9,522 |
|
Income tax expense |
|
117 |
|
|
|
— |
|
|
|
|
118 |
|
|
|
— |
|
Depreciation and amortization (5) |
|
18,779 |
|
|
|
26,204 |
|
|
|
|
79,585 |
|
|
|
47,664 |
|
EBITDA (Non-GAAP) |
$ |
(8,302 |
) |
|
$ |
(31,864 |
) |
|
|
$ |
(76,351 |
) |
|
$ |
(27,638 |
) |
Stock-based compensation |
|
9,170 |
|
|
|
3,071 |
|
|
|
|
9,405 |
|
|
|
13,511 |
|
Non-recurring repair expenses (1) |
|
3 |
|
|
|
— |
|
|
|
|
173 |
|
|
|
— |
|
Diligence, acquisition, disposition and integration expenses
(2) |
|
561 |
|
|
|
3,168 |
|
|
|
|
12,228 |
|
|
|
3,703 |
|
Litigation expenses (3) |
|
174 |
|
|
|
81 |
|
|
|
|
1,341 |
|
|
|
657 |
|
Research and development expenses (4) |
|
— |
|
|
|
(65 |
) |
|
|
|
36 |
|
|
|
119 |
|
Loss/(gain) on classification of held for sale |
|
— |
|
|
|
21,723 |
|
|
|
|
(24,616 |
) |
|
|
21,723 |
|
Loss on abandonment of assets |
|
— |
|
|
|
— |
|
|
|
|
769 |
|
|
|
— |
|
Loss on conversion of debt (7) |
|
— |
|
|
|
— |
|
|
|
|
33,612 |
|
|
|
— |
|
Loss on change in fair value of debt (8) |
|
— |
|
|
|
— |
|
|
|
|
85,439 |
|
|
|
— |
|
Loss on change in fair value of related party debt |
|
— |
|
|
|
2,612 |
|
|
|
|
— |
|
|
|
2,612 |
|
Loss on change in fair value of warrants |
|
6,421 |
|
|
|
— |
|
|
|
|
6,421 |
|
|
|
— |
|
Loss on extinguishment of debt |
|
1,177 |
|
|
|
— |
|
|
|
|
1,177 |
|
|
|
— |
|
Loss on extinguishment of related party debt |
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
2,353 |
|
Loss on legal settlement |
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
2,380 |
|
Preferred dividends |
|
540 |
|
|
|
— |
|
|
|
|
1,213 |
|
|
|
— |
|
Other non-recurring expenses (6) |
|
271 |
|
|
|
(13 |
) |
|
|
|
522 |
|
|
|
245 |
|
Adjusted EBITDA (Non-GAAP) |
$ |
10,015 |
|
|
$ |
(1,287 |
) |
|
|
$ |
51,369 |
|
|
$ |
19,665 |
|
(1) |
Represents costs incurred in the repair and replacement of
equipment at our Ellendale data center hosting facility as a result
of the previously disclosed power outage. |
(2) |
Represents legal, accounting and consulting costs incurred in
association with certain discrete transactions and projects. |
(3) |
Represents non-recurring litigation expense associated with our
defense of class action lawsuits and legal fees related to matters
with certain former employees. We do not expect to incur these
expenses on a regular basis. |
(4) |
Represents specific non-recurring research and development
activities related to our business expansion that we do not expect
to incur on a regular basis. |
(5) |
Represents the acceleration of expense related to assets that were
abandoned by us due to operational failure or other reasons.
Depreciation and amortization in this amount is included in
Depreciation and Amortization expense within our calculation of
EBITDA, and therefore is not added back as a management adjustment
in our calculation of Adjusted EBITDA. |
(6) |
Represents expenses that are not representative of our expected
ongoing costs. |
(7) |
Represents loss on conversion of debt due to the difference in fair
value to the price at which the YA Notes were converted. |
(8) |
Represents loss on change in fair value of debt due to the
adjustments to the fair value of the 2.75% Senior Unsecured
Convertible Notes, as well as adjustments to the fair value of the
YA Notes. |
|
|
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