Core Scientific, Inc./tx 0001839341 false NONE NONE 0001839341 2023-11-14 2023-11-14 0001839341 us-gaap:CommonStockMember 2023-11-14 2023-11-14 0001839341 us-gaap:WarrantMember 2023-11-14 2023-11-14
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 14, 2023
Core Scientific, Inc.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
| Delaware |
|
001-40046 |
|
86-1243837 |
(State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
|
|
|
210 Barton Springs Road, Suite 300 Austin, Texas |
|
78704 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (512) 402-5233
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
|
|
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common stock, par value $0.0001 per share |
|
CORZQ |
|
* |
| Warrants, exercisable for shares of common stock |
|
CRZWQ |
|
* |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| * |
The registrant’s common stock and warrants began trading exclusively on the OTC Pink Marketplace on January 3, 2023 under the Symbols “CORZQ” and “CRZWQ,” respectively. |
| Item 7.01 |
Regulation FD Disclosure. |
As previously disclosed, on December 21, 2022, Core Scientific, Inc. (the “Company”) and certain of its affiliates (collectively, the “Debtors”) filed voluntary petitions (the “Chapter 11 Cases”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) seeking relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”). The Debtors continue to operate their business and manage their properties as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. Additional information about the Chapter 11 Cases, including access to Court documents, is available online at cases.stretto.com/CoreScientific/, a website administered by Stretto, Inc., a third-party bankruptcy claims and noticing agent. The information on this web site is not incorporated by reference into, and does not constitute part of, this Form 8-K.
Also, as previously disclosed, in connection with the Chapter 11 Cases, the Company has entered into confidentiality agreements (the “Confidentiality Agreements”) with certain stakeholders of the Company. Pursuant to the Confidentiality Agreements, the stakeholders were provided with certain confidential information regarding the Company, which includes the materials attached hereto as Exhibit 99.1 (the “Confidential Information”). The Company is furnishing the Confidential Information on this Current Report on Form 8-K in accordance with the terms of the Confidentiality Agreements.
The Confidential Information, including any financial projections and forecasts, was not prepared with a view toward public disclosure or compliance with the published guidelines of the Securities and Exchange Commission or the guidelines established by the Public Company Accounting Oversight Board and should not be relied upon to make an investment decision with respect to the Company. The Confidential Information does not purport to present the Company’s financial condition in accordance with GAAP. The Company’s independent registered public accounting firm has not examined, compiled or otherwise applied procedures to the Confidential Information and, accordingly, does not express an opinion or any other form of assurance with respect to the Confidential Information. Any financial projections or forecasts were prepared for internal use, capital budgeting and other management decisions and are subjective in many respects. Any such financial projections or forecasts reflect numerous assumptions made by management of the Company with respect to financial condition, business and industry performance, general economic, market and financial conditions, and other matters, all of which are difficult to predict, and many of which are beyond the Company’s control. Accordingly, there can be no assurance that the assumptions made in preparing such financial projections or forecasts will prove to be accurate. It is expected that there will be differences between actual and projected results, and the differences may be material, including due to the occurrence of unforeseen events occurring subsequent to the preparation of any financial projections or forecasts. The disclosure of the Confidential Information should not be regarded as an indication that the Company or its affiliates or representatives consider the Confidential Information to be a reliable prediction of future events, and the Confidential Information should not be relied upon as such. The statements in the Confidential Information speak only as of the date such statements were made, or any earlier date indicated therein. Neither the Company nor any of its affiliates or representatives has made or makes any representation to any person regarding the ultimate outcome of the foregoing, and none of them undertakes any obligation to publicly update the Confidential Information to reflect circumstances existing after the date when the Confidential Information was made available to stakeholders or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the Confidential Information are shown to be in error. The statements provided in the Confidential Information are subject to all of the cautionary statements and limitations described herein, therein and under the caption “Forward-Looking Statements.”
In accordance with General Instruction B.2 of Form 8-K, the information being furnished under this Item 7.01 pursuant to this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other document filed by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference therein.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits:
|
|
|
| Exhibit |
|
Description |
|
|
| 99.1 |
|
Presentation |
|
|
| 104 |
|
Cover page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
|
|
|
|
|
Core Scientific, Inc. |
|
|
|
|
| Date: November 15, 2023 |
|
|
|
By: |
|
/s/ Todd M. DuChene |
|
|
|
|
Name: |
|
Todd M. DuChene |
|
|
|
|
Title: |
|
Chief Legal Officer and Chief Administrative Officer |
Subject to FRE 408 and its Equivalents Exhibit 99.1 Prepared at the
Request of Counsel Confidential and Not for Further Distribution Preliminary and Subject to Material Change Core Scientific Cleansing Materials November 2023 Subject to FRE 408 and its Equivalents Prepared at the Request of Counsel Confidential and
Not for Further Distribution Preliminary and Subject to Material Change 1 PROPRIETARY & CONFIDENTIAL
Subject to FRE 408 and its Equivalents Prepared at the Request of
Counsel Confidential and Not for Further Distribution Preliminary and Subject to Material Change Company Overview (1) Key Operating Figures Background • Core was established in December 2017 as a digital asset mining owner-operator, using YTD
Average BTC Mined Per Day ~39 facilities and software solutions for self-mining and third-party hosting services BTC Self Miners Installed ~145K • Following de-SPAC merger announcement in July 2021, Core went public in January 2022 •
Core has expanded its market share in the BTC mining industry by growing both the Self-Mining Hash Rate ~15 EH/s number of its facilities and its capacity at each facility % of Miners Owned vs. Hosted ~70% / 30% o At each of the facilities, Core has
a contract with the local utility to obtain power to operate its self-miners and hosted miners Operational MWs 724 • Core is focused on two primary lines of business: o Self-Mining: Miners owned by Core # of Operating Facilities (Owned /
Leased) 3 / 3 o Hosting Services: Miners owned by third-parties that are hosted at Core’s facilities Core Facilities Facility State Capacity (MW) Marble NC 104 Dalton GA 195 Calvert City KY 150 Grand Forks ND 100 Denton TX 125 Cottonwood TX 50
2 (1) As of 9/30/23. PROPRIETARY & CONFIDENTIAL
Subject to FRE 408 and its Equivalents Prepared at the Request of
Counsel Confidential and Not for Further Distribution Preliminary and Subject to Material Change Market Position Self-Mined BTC: January – September 2023 10,721 8,601 5,372 4,990 3,692 2,979 2,435 1,317 1,204 3 Note: Excludes third-party
hosted capacity. PROPRIETARY & CONFIDENTIAL
Subject to FRE 408 and its Equivalents Prepared at the Request of
Counsel Confidential and Not for Further Distribution Preliminary and Subject to Material Change Experienced Management Team ADAM SULLIVAN MIKE LEVITT TODD DUCHENE Chief Administrative Officer CEO Chairman of the Board of Directors MATT BROWN
RUSSELL CANN DENISE STERLING EVP, Data Center Operations EVP, Client Services CFO MICHAEL BROS KATHARINE HALL JEFF TAYLOR SVP, Capital Markets and General Counsel SVP, Chief Information Acquisitions Security Officer AARON MCCREERY SANGEETA CAMPOS
PURI CLINE KEZAR VP, People Operations VP, Data Center Services SVP, Platform Engineering 4 PROPRIETARY & CONFIDENTIAL
Subject to FRE 408 and its Equivalents Prepared at the Request of
Counsel Confidential and Not for Further Distribution Preliminary and Subject to Material Change Business Plan Subject to FRE 408 and its Equivalents Prepared at the Request of Counsel Confidential and Not for Further Distribution Preliminary and
Subject to Material Change 5 PROPRIETARY & CONFIDENTIAL
Subject to FRE 408 and its Equivalents Prepared at the Request of
Counsel Confidential and Not for Further Distribution Preliminary and Subject to Material Change Business Plan Strategy Overview Core’s business plan reflects management’s expectation of maintaining efficient post-emergence operations,
including managing its existing facilities / fleet and expanding its footprint to capitalize on both (a) favorable anticipated BTC mining-specific macroeconomic conditions and (b) limited remaining construction costs due to development of partially
completed facilities. The Company anticipates the BTC-specific macroeconomic environment to remain favorable for BTC mining operations • Hashprice levels have increased to more normalized levels from the historical lows of 5.5c in November
2022, just prior to the Petition Date • Declining commodity prices have also lowered expected power prices vs. mid-2022 levels The Company remains focused on optimizing its existing self-mining and hosting operations • Refreshing miners
will increase Core’s self-mining hashrate, improving overall fleet efficiency • Optimizing fleet performance by leveraging proprietary fleet management software, while also focusing on integration, upkeep, and compatibility of new
cryptocurrency mining equipment and related electrical infrastructure hardware • Utilizing engineering capabilities to lead innovative hardware development, firmware development, and custom automation • Monitoring market for power
programs that can reduce volatility while allowing the Company to maintain high uptime With a right-sized balance sheet and improved operating cash flow, including as a result of improved macroeconomic conditions, the Company anticipates completing
certain partially- constructed facilities where power is available and operations already exist • Denton and Cottonwood expansions will add 372MW of capacity by 2027 and utilize previous investments to enable low marginal cost development;
expanded facilities would utilize available and approved power capacity at Denton and ~200MW in West Texas • Miner capex anticipated as Core (i) purchases miners to fill new and existing open slots and (ii) refreshes its existing miner fleet,
bringing about lower average unit-specific power utilization and higher average unit mining capacity • Core continues to explore opportunities to decouple the price of new machines from BTC prices, ultimately reducing the capital intensity of
hardware with each successive miner refresh cycle The Company is focused on driving economic growth while maintaining cost-effective and high-efficiency operations to maximize the long-term value of its operations. 6 PROPRIETARY &
CONFIDENTIAL
Subject to FRE 408 and its Equivalents Prepared at the Request of
Counsel Confidential and Not for Further Distribution Preliminary and Subject to Material Change Business Plan Strategy Overview (Cont’d) Core’s business plan reflects management’s expectation of post-emergence operational
execution, including (i) facility and self-mining expansion, (ii) focus on cost discipline, and (iii) optimization of self-miner fleet efficiency. Expanding Facilities & Self-Mining Capabilities Expansion 1 • Previous investments in
construction on existing operational sites enable infrastructure expansion with minimal execution risk and at a low cost per MW, with 372 MW of incremental facility capacity added with spend of ~$68 million through 2027 2 Focusing on Cost Discipline
• Continue participating in CLR and other strategic economic curtailment activities to avoid short-term power price spikes • Monitor market for effective hedging strategies and volatility-mitigating programs that still allow the Company
to maintain high uptime • Maintain focus on operational efficiencies, limiting additional headcount and operating expenses Optimizing Self-Miner Fleet Efficiency & Economics 3 • Strategic machine refresh drives increased production
on the same infrastructure footprint, with similar unitary power consumption levels • Maintain market share via higher fleet hash rate and improved efficiency as a result of miner refreshes and expansion 7 PROPRIETARY &
CONFIDENTIAL
Subject to FRE 408 and its Equivalents Prepared at the Request of
Counsel Confidential and Not for Further Distribution Preliminary and Subject to Material Change Business Plan Background & Strategy • January 2024 – December 2027 Forecast Period • Assumes December 31, 2023 emergence •
145K self-miners in October 2023 • 162K self-miners by January 2024 • 182K self-miners by December 2024 Self-Miners• 215K self-miners by December 2025 • 247K self-miners by December 2026 • 279K self-miners by December
2027 • All BTCs produced assumed to be sold soon after mining • 57K hosted miners in October 2023, held constant thereafter Hosted Mining• 7.0c/kWh average hosting rate across existing hosting customers (~41K miners) • 50/50
profit sharing for new hybrid hosting contracts (~17K miners) Equipment Sales• No new equipment sales • Six facilities utilized with aggregate capacity of 1,096MW by end of forecast period Facilities • Expansion of 172MW at Denton
in 2024 / 2025 and 200MW at Cottonwood in 2026 / 2027 Hashprice• Hashprice of $0.070 throughout forecast period Facility • $68 million of facility expansion capital expenditures to complete Denton and Cottonwood Expansion Capital (1) (2)
Expenditures New Miner• $314 million of new miner capital expenditures to fill open slots with 21.5 J/TH (or better) miners (1) Miner Refresh• $256 million of miner refresh capital expenditures to replace older miners with more efficient
21.5 J/TH (or better) miners (1) Includes share of ~$54mm of payments to be made in the form of post-reorganization equity per deal with Bitmain. 8 (2) Includes $2.4mm of payments made in 2023 per deal with Bitmain. PROPRIETARY &
CONFIDENTIAL
Subject to FRE 408 and its Equivalents Prepared at the Request of
Counsel Confidential and Not for Further Distribution Preliminary and Subject to Material Change Business Plan Assumptions Assumptions Emergence Date• 12/31/23 Baseline Capacity• Beginning capacity of 724MW BTC Sales• All BTC sold
as mined Hashprice• Hashprice of $0.070 throughout the forecast period • 279k self-miners at the end of 2027 (83% of total miners) Self-Mining • Self-mining uptime between 90% and 95% based on seasonality / weather and Core
experience from its historical operations • 57k hosted miners at the end of 2023, held flat thereafter, comprised of: Hosting– 41K fee-based hosting contracts, with an average 7.0c/kWh hosting rate – 17K profit-sharing hosting
contracts, split 50/50 9 PROPRIETARY & CONFIDENTIAL Revenue General
Subject to FRE 408 and its Equivalents Prepared at the Request of
Counsel Confidential and Not for Further Distribution Preliminary and Subject to Material Change Business Plan Assumptions (Cont’d) Assumptions • Built up on a facility-by-facility basis, utilizing anticipated MWs operating at each
facility and based on tariffs built into contracts and / Power or forward power pricing (i.e., market curves) depending on facility location and utility / REP-specific agreement in place, if any Facility Operations• Forecasted at $3,500-3,600
per MW per month based on historical costs and management estimates for optimized operations (2) • 2024E SG&A / R&D of $53.2 million, rising to $54.4 million in 2027 (1) SG&A / R&D • Reflects build by SG&A subcategory
Miner Capex Refresh Cycle• 3-6 years, based on Company’s view of timing for discretionary fleet economic optimization Miner Purchase Price• Management visibility into forecasted purchases of new 21.5 J/TH (or better) miners
Facility Construction Costs• Bottom-up building-by-building estimate based on costs to complete at each of Denton and Cottonwood Taxes• Subject to ongoing review and refinement Net Working Capital• Reflects build by power provider
based on anticipated deposits / escrows required and assumptions regarding payment terms Mechanic’s Liens Settlements• Reflects cash payments as part of settlements with certain mechanic’s liens claimants (1) Includes engineering
team focused on hardware development, firmware development, Minder and miner optimization software (i.e., custom automation tools), intellectual property, and various proof-of-concept projects. 10 (2) Includes SG&A Depreciation. PROPRIETARY
& CONFIDENTIAL Other Capex Opex COGS
Subject to FRE 408 and its Equivalents Prepared at the Request of
Counsel Confidential and Not for Further Distribution Preliminary and Subject to Material Change Business Plan Key Takeaways CORE SELF-MINING STATISTICS HOSTED MINERS 300k 50 70k 60k 250k 40 50k 200k 30 40k 150k 30k 20 100k 20k 10 50k 10k - - -
Jan-23 Sep-23 May-24 Jan-25 Sep-25 May-26 Jan-27 Sep-27 Jan-23 Sep-23 May-24 Jan-25 Sep-25 May-26 Jan-27 Sep-27 Self-Miners Deployed (LHS) Self-Mining EH/s (RHS) Hosted Miners Deployed ADJUSTED EBITDA UNLEVERED FCF $600 $350 $297 $498 $300 $500 $256
$404 $250 $400 $308 $200 $300 $152 $227 $131 $150 $200 $100 $100 $50 $- $- 2024 2025 2026 2027 2024 2025 2026 2027 11 PROPRIETARY & CONFIDENTIAL
Subject to FRE 408 and its Equivalents Prepared at the Request of
Counsel Confidential and Not for Further Distribution Preliminary and Subject to Material Change Business Plan Unlevered Free Cash Flow 2024E 2025E 2026E 2027E ($ in millions , unless specified otherwise) Revenue Digital Asset Mining $481 $594 $731
$867 Hosting 102 102 102 102 Total Revenue $583 $696 $833 $968 COGS Power $270 $299 $334 $371 Facilities Operations 33 36 40 45 Total COGS⁽¹⁾ $303 $335 $374 $416 Gross Profit⁽¹⁾ $280 $361 $458 $553 Operating
Expenses SG&A + R&D $53 $53 $54 $54 Adjusted EBITDA $227 $308 $404 $498 % Adjusted EBITDA Margin 39% 44% 49% 51% CapEx Net Miner CapEx for Refresh $12 $55 $55 $55 Net Miner CapEx for Expansion 58 77 70 70 Miner CapEx (Net of Sale Proceeds)
$70 $132 $125 $125 Construction CapEx $20 $15 $8 $25 Total CapEx (Net of Sale Proceeds) $91 $147 $133 $150 Other Change in Power NWC ($3) ($5) ($7) ($6) Change in Other NWC (1) 1 2 2 Cash Taxes (2) (5) (10) (47) Unlevered Free Cash Flow $131 $152
$256 $297 Note: Subject to refinement regarding cash tax and working capital assumptions. 12 (1) Does not include depreciation and amortization. PROPRIETARY & CONFIDENTIAL
Subject to FRE 408 and its Equivalents Prepared at the Request of
Counsel Confidential and Not for Further Distribution Preliminary and Subject to Material Change Power Subject to FRE 408 and its Equivalents Prepared at the Request of Counsel Confidential and Not for Further Distribution Preliminary and Subject to
Material Change 13 PROPRIETARY & CONFIDENTIAL
Subject to FRE 408 and its Equivalents Prepared at the Request of
Counsel Confidential and Not for Further Distribution Preliminary and Subject to Material Change Power Overview Power Background (1) Historical MW Capacity by Facility • Core anticipates continuing its growth in Texas post-emergence 1,200
through facility expansion at Denton and Cottonwood 1,000 • Texas facilities have no minimum usage requirement, 814 814 though there are limited adders to certain facilities on 731 800 724 724 account of RECs, REPs, and consulting fees 601 571
600 • Core’s forward power prices have fallen relative to mid-2022 499 412 400 Hedging / Fixed Pricing 279 247 • The Company is in the process of exploring fixed power pricing 200 at certain facilities via potential hedging
structures - Mar-21 Jun-21 Sep-21 Dec-21 Mar-22 Jun-22 Sep-22 Dec-22 Mar-23 Jun-23 Sep-23 Controllable Load Resource / Grid Payments Marble Dalton Calvert Grand Forks Denton Cottonwood • Several Core machines have passed tests to become CLRs
in ERCOT, allowing for Core to scale power consumption up and Historical Power Rates (c/kWh) down within seconds by reacting to real-time signals from 9.0 ERCOT, assisting with grid load balancing 8.0 • CLR frequency response capabilities are
managed by Core’s proprietary fleet optimization software and are not available 7.0 on the market 6.0 • CLR may result in cost savings of approximately $5 million 5.0 per year 4.0 • Certain facilities outside of Texas have similar
programs, though 3.0 curtailment must be signaled well in advance and last for a previously stipulated period of time 2.0 Jan-21 May-21 Sep-21 Jan-22 May-22 Sep-22 Jan-23 May-23 Sep-23 14 (1) Excludes 22MW online at Cedarvale from April 2022 to
October 2022. PROPRIETARY & CONFIDENTIAL
Subject to FRE 408 and its Equivalents Prepared at the Request of
Counsel Confidential and Not for Further Distribution Preliminary and Subject to Material Change Power Characteristics by Facility Current Operational Total Available Capacity Facility Location Power Company Term / Expiration Capacity (MW) (MW)
Marble 1 Marble, NC 35 35 TVA-Murphy Power Auto-renewal Marble 2 Marble, NC 69 69 Duke Carolinas Auto-renewal Dalton Brown Dalton, GA 53 53 Dalton Utilities Auto-renewal Dalton Green Dalton, GA 142 142 Dalton Utilities Auto-renewal TVA Calvert
Calvert City, KY 150 150 TVA Direct Apr. 2029 Grand Forks Grand Forks, ND 100 100 Minnkota / NoDak Dec. 2026 Denton Municipal Electric Denton Denton, TX 125 297 Sept. 2028 (“DME”) (Supplier: DME) Cottonwood Pecos, TX 50 234 TNMP
(Supplier: Engie) Feb. 2025 15 PROPRIETARY & CONFIDENTIAL
Subject to FRE 408 and its Equivalents Prepared at the Request of
Counsel Confidential and Not for Further Distribution Preliminary and Subject to Material Change Facility / Infrastructure CapEx Subject to FRE 408 and its Equivalents Prepared at the Request of Counsel Confidential and Not for Further Distribution
Preliminary and Subject to Material Change 16 PROPRIETARY & CONFIDENTIAL
Subject to FRE 408 and its Equivalents Prepared at the Request of
Counsel Confidential and Not for Further Distribution Preliminary and Subject to Material Change Facilities Overview Current Operational 2 Location Type of Transaction Land (acres) Capacity Buildings (ft ) Status (1) (in MWs) Marble, NC Owned 70 104
+/- 250,000 At Capacity Dalton, GA Owned 20 195 +/- 300,000 At Capacity Calvert City, KY Owned 15 150 +/- 60,000 At Capacity At Capacity, Grand Forks, ND Leased 20 100 +/- 90,000 Possible Expansion At Capacity, Denton, TX Leased 31 125 +/- 300,000
Forecasted Expansion Pecos, TX At Capacity, Leased 100 50 +/- 125,000 (“Cottonwood”) Forecasted Expansion 17 (1) Does not reflect total potential MWs available at facility. PROPRIETARY & CONFIDENTIAL
Subject to FRE 408 and its Equivalents Prepared at the Request of
Counsel Confidential and Not for Further Distribution Preliminary and Subject to Material Change Facility Expansion Overview MW 1,200 1,096 1,096 1,046 996 996 996 946 1,000 896 896 896 2D 2C 846 2B 2A 796 796 796 796 724 724 800 1C 1B 1A 600 400
200 - Dec-23 Mar-24 Jun-24 Sep-24 Dec-24 Mar-25 Jun-25 Sep-25 Dec-25 Mar-26 Jun-26 Sep-26 Dec-26 Mar-27 Jun-27 Sep-27 Dec-27 Marble Dalton Calvert Grand Forks Denton Current Capacity Denton Expansion Cottonwood Current Capacity Cottonwood Expansion
Total 1A 1B 1C 2A 2B 2C 2D Miners 400k 337k 337k 350k 321k 304k 304k 304k 288k 300k 272k 272k 272k 2D 2C 256k 2B 2A 240k 240k 240k (1) 232k 250k 219k 219k 1D 1C 1B 1A 200k 150k 100k 50k - Dec-23 Mar-24 Jun-24 Sep-24 Dec-24 Mar-25 Jun-25 Sep-25
Dec-25 Mar-26 Jun-26 Sep-26 Dec-26 Mar-27 Jun-27 Sep-27 Dec-27 Hosted Miners Existing Self-Miners Refreshed Self-Miners Denton Expansion Cottonwood Expansion Total 2A 2B 2C 2D 1A 1B 1C 1D 18 (1) Includes 16k miners added at Cottonwood and other
facilities in November 2023 as well as 11k miners refreshed in November and December 2023. PROPRIETARY & CONFIDENTIAL
Subject to FRE 408 and its Equivalents Prepared at the Request of
Counsel Confidential and Not for Further Distribution Preliminary and Subject to Material Change Facility Expansion Overview (Cont’d) Denton Expansion DENTON COST TO COMPLETE CapEx Remaining Unfinished Cost / MW Capacity Materials Labor Total
MW ($000s) Total 172 $4.0 $11.7 $34.9⁽¹⁾ $203.1 Core anticipates building Denton to its full capacity by 2025 (i.e., 297MW), with construction beginning in 2Q’24 • Denton facility was in the process of being built
throughout 2022 until construction was paused as the Company sought to conserve liquidity in 3Q / 4Q’22 • Expansions would add another 172MW at Denton, incremental to existing 125MW in place and currently operational • Expansion
anticipated to cost ~$35 million, resulting in an implied cost per incremental MW to complete Denton of ~$203K 19 (1) Includes $19.2mm of past-due amounts that must be repaid prior to commencing construction. PROPRIETARY &
CONFIDENTIAL
Subject to FRE 408 and its Equivalents Prepared at the Request of
Counsel Confidential and Not for Further Distribution Preliminary and Subject to Material Change Facility Expansion Overview (Cont’d) Cottonwood Expansion COTTONWOOD COST TO COMPLETE CapEx Remaining Unfinished Cost / MW Capacity Materials
Labor Total MW ($000s) Total 200 $11.8 $21.0 $32.8 $163.9 Core anticipates building Cottonwood to its full capacity by 2027 (i.e., 250MW), with construction beginning in 2Q’26 • Cottonwood is split between two locations, Cottonwood 1 and
Cottonwood 2, though the Company is consolidating operations to Cottonwood 1 given superior infrastructure at the location • 50MW is currently operational at Cottonwood • Expansion anticipated to cost ~$33 million, resulting in an
implied cost per incremental MW to complete Cottonwood of ~$164K 20 PROPRIETARY & CONFIDENTIAL
Subject to FRE 408 and its Equivalents Prepared at the Request of
Counsel Confidential and Not for Further Distribution Preliminary and Subject to Material Change Miner CapEx Subject to FRE 408 and its Equivalents Prepared at the Request of Counsel Confidential and Not for Further Distribution Preliminary and
Subject to Material Change 21 PROPRIETARY & CONFIDENTIAL
Subject to FRE 408 and its Equivalents Prepared at the Request of
Counsel Confidential and Not for Further Distribution Preliminary and Subject to Material Change Miner Capex Overview The Company anticipates purchasing new miners over time to (i) fill current open capacity at Cottonwood, (ii) fill expanded
capacity at Denton and Cottonwood following construction, and (iii) refresh existing fleet. 2023 2024 2025 2026 2027 Miner Expansion Miners Deployed (000s) BoP Self-Miners 145.4⁽¹⁾ 161.6 182.4 214.7 246.9 • Core plans to
purchase miners to fill (+) Denton Expansion - 20.9 32.3 - - both (a) open slots at Cottonwood and (b) new slots following Denton (+) Cottonwood Expansion / In-Fill 16.1 - - 32.3 32.3 and Cottonwood expansion (+) Miner Refresh 10.9 3.7 33.0 33.0
33.0 (-) Miner Refresh (10.9) (3.7) (33.0) (33.0) (33.0) Miner Replacement EoP Self-Miners 161.6 182.4 214.7 246.9 279.2 Memo: Cumulative Denton Expansion - 20.9 53.1 53.1 53.1 • Existing miners are replaced on a 3- 6 year cycle by newer, more
efficient Memo: Cumulative Cottonwood Expansion / In-Fill 16.1 16.1 16.1 48.4 80.6 models Memo: Cumulative Miner Refresh 10.9 14.5 47.6 80.6 113.7 22 (1) As of October 2023; pro forma for removal of NYDIG miners. PROPRIETARY &
CONFIDENTIAL
v3.23.3
| X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
| Name: |
dei_AmendmentFlag |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
| Name: |
dei_DocumentPeriodEndDate |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:dateItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
| Name: |
dei_DocumentType |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:submissionTypeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
| Name: |
dei_EntityAddressAddressLine1 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 2 such as Street or Suite number
| Name: |
dei_EntityAddressAddressLine2 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Definition
+ References
+ Details
| Name: |
dei_EntityAddressCityOrTown |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCode for the postal or zip code
| Name: |
dei_EntityAddressPostalZipCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the state or province.
| Name: |
dei_EntityAddressStateOrProvince |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:stateOrProvinceItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityCentralIndexKey |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:centralIndexKeyItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Details
| Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_CommonStockMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_WarrantMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
Core Scientific (PK) (USOTC:CORZQ)
Historical Stock Chart
From May 2024 to Jun 2024
Core Scientific (PK) (USOTC:CORZQ)
Historical Stock Chart
From Jun 2023 to Jun 2024
