0001839341FALSECore Scientific, Inc./tx838 Walker RoadSuite 21-2105DoverDelaware00018393412024-11-062024-11-060001839341us-gaap:CommonStockMember2024-11-062024-11-060001839341core:WarrantExercisePriceOf6.81PerShareMember2024-11-062024-11-060001839341core:WarrantExercisePriceOf0.01PerShareMember2024-11-062024-11-06
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 6, 2024
Core Scientific, Inc.
(Exact name of registrant as specified in its charter)
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Delaware | | 001-40046 | | 86-1243837 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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838 Walker Road, Suite 21-2105 Dover, Delaware | | 19904 |
(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 obligations of the registrant under any of the following provisions:
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | 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:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common stock, par value $0.00001 per share | CORZ | The Nasdaq Global Select Market |
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $6.81 per share | CORZW | The Nasdaq Global Select Market |
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $0.01 per share | CORZZ | The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 2.02 Results of Operations and Financial Condition
On November 6, 2024, the Company issued a press release announcing its financial results for the third fiscal quarter ended September 30, 2024. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.
On November 6, 2024, the Company also released a corporate presentation reporting such results. A copy of the presentation is furnished hereto as Exhibit 99.2 and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
The information contained in Item 2.02 is incorporated herein by reference.
The information in Items 2.02 and 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statement and Exhibits
(d) Exhibits:
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Exhibit No. | | Description |
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99.1 | | |
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99.2 | | |
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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.
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| Core Scientific, Inc. |
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Dated: November 6, 2024 | | |
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| By: | /s/ Todd M. DuChene |
| Name: | Todd M. DuChene |
| Title: | Chief Legal Officer and Chief Administrative Officer |
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press release | | | Exhibit 99.1
corescientific.com |
Core Scientific Announces Fiscal Third Quarter 2024 Results
Fiscal Third Quarter 2024 Highlights
•Incurred net loss of $455.3 million due primarily to a net $408.5 million non-cash mark-to-market adjustment to our warrants and other contingent value right liabilities required as a result of significant quarter-over-quarter increase in the value of our equity
•Generated operating loss of $41.2 million, an increase of $29.2 million over third quarter 2023
•Realized adjusted EBITDA of $10.1 million
•Customer initiated option exercises resulted in an additional 112 MW during the third quarter and the remaining 120 MW in the fourth quarter for a total of approximately 500 megawatts of critical IT load to host high-performance computing (“HPC”), representing total potential revenue of approximately $8.7 billion over 12-year contracts
•Completed $460 million convertible note offering and used approximately $211.2 million of the net proceeds to repay existing senior debt, reducing interest rate from as high as 12.5% to 3% for the convertible notes and eliminating restrictive covenants
•Earned 1,115 self-mined bitcoin
AUSTIN, Texas, Nov. 6, 2024 - Core Scientific, Inc. (NASDAQ: CORZ), a leader in digital infrastructure for bitcoin mining and HPC, today announced financial results for the fiscal third quarter of 2024. Net loss was $455.3 million, as compared to a net loss of $41.1 million for the same period in 2023. Total revenue was $95.4 million, as compared to $112.9 million for the same period last year. Operating loss was $41.2 million, as compared to a loss of $12.0 million for the same period in 2023. Adjusted EBITDA was $10.1 million, as compared to $27.8 million for the same period in the prior year. Third quarter net loss resulted from a net $408.5 million mark-to-market adjustment in the value of our tranche 1 and tranche 2 warrants and other contingent value rights required as a result of the significant quarter-over-quarter increase in the value of our equity.
“During the third quarter, we continued to grow our HPC business, both in terms of contracted power and total capacity,” said Adam Sullivan, Core Scientific Chief Executive Officer. “To date, we have contracted approximately 500 megawatts of revenue generating, critical IT load that we expect to generate a total of $8.7 billion over the life of the contracts. We were also able to reallocate 100 megawatts of infrastructure previously designated for bitcoin mining to our HPC business, increasing our total HPC hosting capacity to 800 megawatts, with 400 megawatts still designated to our bitcoin mining business. We expanded our infrastructure further by securing a new data center in Alabama with 11 megawatts of critical IT load and the potential for expansion to 66 megawatts, and we progressed in transitioning two existing data center sites from bitcoin mining to HPC hosting.”
“We view our updated 800 megawatts of gross infrastructure available for HPC hosting as the foundation for our data center business, which we will continue to to expand by securing additional power at some of our existing sites and by acquiring new powered sites that we can contract to new clients. Based on our existing pipeline of new site opportunities and growing list of potential new clients, we believe we now have line of sight to a total of more than one gigawatt of critical IT load to contract, significantly expanding the value we can create for our shareholders.”
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| | Core Scientific, Inc. Fiscal Third Quarter 2024 Earnings Release - 2 |
Fiscal Third Quarter Financial and Operational Achievements
•Total revenue of $95.4 million, a decrease of $17.6 million compared to third quarter 2023
•Net loss of $455.3 million, an increase of $414.1 million over third quarter 2023
•Operating loss of $41.2 million, an increase of $29.2 million over third quarter 2023
•Adjusted EBITDA of $10.1 million, a decrease of $17.6 million over third quarter 2023
•Strengthened the balance sheet, ending the quarter with cash and cash equivalents of $253.0 million as of September 30, 2024
•Operated total hash rate of 23.4 EH/s, consisting of 20.4 EH/s self-mining and 3.0 EH/s hosting
•Improved average actual self-mining fleet energy efficiency to 24.5 joules per terahash
Fiscal Third Quarter 2024 Financial Results (Compared to Fiscal Third Quarter 2023)
Total revenue for the fiscal third quarter of 2024 was $95.4 million, and consisted of $68.1 million in Digital asset self-mining revenue, $16.9 million in digital asset hosted mining revenue and $10.3 million in HPC hosting revenue.
Digital asset self-mining gross (loss) profit for the fiscal third quarter of 2024 was a gross loss of $6.4 million ((9)% gross margin), as compared to gross profit of $10.5 million (13% gross margin) for the same period in the prior year, a decrease of $16.9 million. The decrease in Digital asset self-mining gross profit was primarily driven by a 62% decrease in bitcoin mined due to the halving and higher network difficulty, partially offset by a 117% increase in the price of bitcoin and higher depreciation expense from new more efficient miners being put into service.
Digital asset hosted mining revenue in excess of hosting cost of revenue for the fiscal third quarter of 2024 was $5.0 million (29% gross margin), as compared to $5.0 million (17% gross margin) for the same period in the prior year. The increase in Digital asset hosted mining gross margin was primarily due to lower Digital asset hosted mining revenue driven by the termination of contracts with several customers since September 30, 2023. This was due primarily to our shift to HPC hosting, offset by lower power costs from lower rates and reduced allocation of power to hosted customers.
HPC hosting revenue in excess of HPC hosting cost of revenue for the fiscal third quarter of 2024 was $1.3 million (13% gross margin). HPC hosting started operations during the fiscal second quarter of 2024. HPC hosting costs consisted primarily of lease expense, power costs, payroll and benefits expense and stock-based compensation expense.
Operating expenses for the fiscal third quarter of 2024 totaled $40.3 million, as compared to $26.8 million for the same period in the prior year. The increase of $13.5 million was primarily attributable to a $4.2 million increase in personnel and related expenses, $3.7 million of HPC site startup costs incurred during the current period, higher stock-based compensation of $2.5 million and a $2.1 million increase in bankruptcy advisor fees.
Net loss for the fiscal third quarter of 2024 was $455.3 million, as compared to a net loss of $41.1 million for the same period in the prior year. Net loss for the fiscal third quarter of 2024 increased by $414.1 million driven primarily by a net $408.5 million mark-to-market adjustment on our warrants and other contingent value rights comprising a $414.5 million increase in the fair value of warrant liabilities, partially offset by a $6.0 million decrease in fair value of contingent value rights. These mark-to-market adjustments were driven by the increase in our stock price during the period. Also contributing to the increase in net loss was a $4.9 million increase in
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| | Core Scientific, Inc. Fiscal Third Quarter 2024 Earnings Release - 3 |
Interest expense, net resulting from the Bankruptcy Court ordered stay on payment of pre-petition obligations, including interest during the same period in 2023, partially offset by $28.3 million in Reorganization items, net with no comparable activity for the same period in fiscal 2024 due the Company’s emergence from bankruptcy during the first quarter 2024.
Non-GAAP Adjusted EBITDA for the fiscal third quarter 2024 was $10.1 million, as compared to Non-GAAP Adjusted EBITDA of $27.8 million for the same period in the prior year. This $17.6 million decrease was driven by a $17.6 million decrease in total revenue, a $5.4 million increase in cash operating expenses, a $1.6 million increase in HPC site startup costs, a $0.4 million decrease in gain from sales of digital assets, and a $0.2 million decrease in the change in fair value of digital assets, partially offset by a $6.9 million decrease in cash cost of revenue and a $0.7 million decrease in impairment of digital assets.
Fiscal Year-to-Date 2024 Financial Results (Compared to Fiscal Year-to-Date 2023)
Total revenue for the nine months ended September 30, 2024 was $415.7 million, and consisted of $328.8 million in digital asset self-mining revenue, $71.1 million in digital asset hosted mining revenue and $15.9 million in HPC hosting revenue.
Digital asset self-mining revenue in excess of mining cost of revenue for the nine months ended September 30, 2024 was $92.7 million (28% gross margin), as compared to $66.0 million (24% gross margin) for the same period in the prior year, an increase of $26.7 million. The increase in Digital asset self-mining revenue in excess of Digital asset self-mining cost of revenue was primarily due to a 18% increase in mining revenue driven by a 128% increase in the price of bitcoin, a 36% increase in our self-mining hash rate, driven by our fleet mix and efficiency, and an increase in the number of mining units deployed, partially offset by a 48% decrease in bitcoin mined due to the halving and higher network difficulty.
Digital asset hosted mining revenue in excess of hosting cost of revenue for the nine months ended September 30, 2024 was $21.7 million (30% gross margin), as compared to $18.1 million (22% gross margin) for the same period in the prior year, an increase of $3.5 million. The increase in Digital asset hosted mining revenue in excess of Digital asset hosted mining cost of revenue was primarily due to due to lower Cost of Digital asset hosted mining services primarily driven by lower power costs from lower rates and usage, partially offset by decreased Digital asset hosted mining revenue from related parties as there were no related party transactions during fiscal 2024 and by the termination of contracts with several customers since September 30, 2023, due primarily to our shift to HPC hosting.
HPC hosting revenue in excess of HPC hosting cost of revenue for the nine months ended September 30, 2024 was $1.9 million (12% gross margin). HPC hosting started operations during the fiscal second quarter of 2024. HPC hosting costs consisted primarily of lease expense, direct electricity costs, payroll and benefits expense and stock-based compensation expense.
Operating expenses for the nine months ended September 30, 2024 totaled $88.7 million, as compared to $78.1 million for the same period in the prior year. The increase of $10.5 million was primarily attributable a $15.3 million increase in personnel and related expenses, $4.6 million of HPC advisory startup costs and $3.7 million site startup costs incurred during the current period, $2.2 million of bankruptcy advisory fees and a $1.8 million
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| | Core Scientific, Inc. Fiscal Third Quarter 2024 Earnings Release - 4 |
increase in corporate taxes, partially offset by lower stock-based compensation of $17.6 million due to cancellations and forfeitures of equity-based awards.
Net loss for the nine months ended September 30, 2024 was $1.05 billion, as compared to a net loss of $50.8 million for the same period in the prior year. Net loss for the nine months ended September 30, 2024 increased by $1.00 billion driven primarily by a net $1.14 billion mark-to-market adjustment on our warrants and other contingent value rights comprising a $1.22 billion increase in the fair value of warrant liabilities, partially offset by a $79.3 million decrease in fair value of contingent value rights. These mark-to-market adjustments were driven by the increase in our stock price during the period. Also contributing to the increase in net loss was a $33.6 million increase in Interest expense, net resulting from the Bankruptcy Court ordered stay on payment of pre-petition obligations, including interest during the same period in 2023, and a $21.6 million decrease in gain on extinguishment of debt compared to the same period in the prior year, partially offset by a decrease of $189.7 million in Reorganization items, net, which included gains on extinguishment of pre-emergence obligations of $143.8 million.
Non-GAAP Adjusted EBITDA for the nine months ended September 30, 2024 was $144.2 million, as compared to Non-GAAP Adjusted EBITDA of $112.9 million for the same period in the prior year. This $31.3 million increase was driven by a $55.3 million increase in total revenue and a $2.9 million decrease in impairment of digital assets, partially offset by a $17.2 million increase in cash operating expenses, a $5.0 million increase in realized losses on energy derivatives, a $2.4 million decrease in gain from sales of digital assets, a $1.6 million increase in HPC site startup costs, a $0.3 million increase in cash cost of revenue, and a $0.2 million decrease in change in fair value of digital assets.
CONFERENCE CALL AND LIVE WEBCAST
In conjunction with this release, Core Scientific, Inc. will host a conference call today, Wednesday, November 6, 2024, at 4:30 pm Eastern Time that will be webcast live. Adam Sullivan, Chief Executive Officer, Denise Sterling, Chief Financial Officer and Steven A. Gitlin, Senior Vice President Investor Relations, will host the call.
Investors may dial into the call by using the following telephone numbers: +1 (877) 407-1875 (U.S. toll free) or +1 (215) 268-9909 (U.S. local) five to ten minutes prior to the start time to allow for registration.
Investors with Internet access may listen to the live audio webcast via the Investor Relations page of the Core Scientific, Inc. website, http://investors.corescientific.com or by using the following link https://event.choruscall.com/mediaframe/webcast.html?webcastid=HW5MvP6u. Please allow 10 minutes prior to the call to download and install any necessary audio software. A replay of the audio webcast will be available for one year.
A supplementary investor presentation for the fiscal third quarter 2024 may be accessed at https://investors.corescientific.com/investors/events-and-presentations/default.aspx.
AUDIO REPLAY
An audio replay of the event will be archived on the Investor Relations section of the Company's website at http://investors.corescientific.com and via telephone by dialing +1 (877) 660-6853 (U.S. toll free) or +1 (201) 612-7415 (U.S. local) and entering Access Code 13749193.
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| | Core Scientific, Inc. Fiscal Third Quarter 2024 Earnings Release - 5 |
ABOUT CORE SCIENTIFIC
Core Scientific, Inc. (“Core Scientific” or the “Company”) is a leader in digital infrastructure for bitcoin mining and high-performance computing. We operate dedicated, purpose-built facilities for digital asset mining and are a premier provider of digital infrastructure to our third-party customers. We employ our own large fleet of computers (“miners”) to earn digital assets for our own account and to provide hosting services for large bitcoin mining customers and we are in the process of allocating and converting a significant portion of our nine operational data centers in Alabama (1), Georgia (2), Kentucky (1), North Carolina (1), North Dakota (1) and Texas (3), and our facility in development in Oklahoma to support artificial intelligence-related workloads under a series of contracts that entail the modification of certain of our data centers to deliver hosting services for high-performance computing (“HPC”). We derive the majority of our revenue from earning bitcoin for our own account (“self-mining”). To learn more, visit www.corescientific.com.
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| | Core Scientific, Inc. Fiscal Third Quarter 2024 Earnings Release - 6 |
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, statements regarding projections, estimates and forecasts of revenue and other financial and performance metrics, projections of market opportunity and expectations, the Company’s ability to scale, grow its business and execute on its growth plans and hosting contracts, source energy at reasonable rates, the advantages, expected growth, and anticipated future revenue of the Company, and the Company’s ability to source and retain talent. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “aim,” “estimate,” “plan,” “project,” “forecast,” “goal,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including: our ability to earn digital assets profitably and to attract customers for our digital asset and high performance compute hosting capabilities; our ability to perform under our existing colocation agreements, our ability to maintain our competitive position in our existing operating segments, the impact of increases in total network hash rate; our ability to raise additional capital to continue our expansion efforts or other operations; our need for significant electric power and the limited availability of power resources; the potential failure in our critical systems, facilities or services we provide; the physical risks and regulatory changes relating to climate change; potential significant changes to the method of validating blockchain transactions; our vulnerability to physical security breaches, which could disrupt our operations; a potential slowdown in market and economic conditions, particularly those impacting high performance computing, the blockchain industry and the blockchain hosting market; the identification of material weaknesses in our internal control over financial reporting; price volatility of digital assets and bitcoin in particular; potential changes in the interpretive positions of the SEC or its staff with respect to digital asset mining firms; the increasing likelihood that U.S. federal and state legislatures and regulatory agencies will enact laws and regulations to regulate digital assets and digital asset intermediaries; increasing scrutiny and changing expectations with respect to ESG policies; the effectiveness of our compliance and risk management methods; the adequacy of our sources of recovery if the digital assets held by us are lost, stolen or destroyed due to third-party digital asset services; the effects of our emergence from bankruptcy and our substantial level of indebtedness and our current liquidity constraints affecting our financial condition and ability to service our indebtedness. Any such forward-looking statements represent management’s estimates and beliefs as of the date of this press release. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change.
Although the Company believes that in making such forward-looking statements its expectations are based upon reasonable assumptions, such statements may be influenced by factors that could cause actual outcomes and results to be materially different from those projected. The Company cannot assure you that the assumptions upon which these statements are based will prove to have been correct. Additional important factors that may affect the Company’s business, results of operations and financial position are described from time to time in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, Quarterly Reports on Form 10-Q and the Company’s other filings with the Securities and Exchange Commission. The Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by applicable law.
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| | Core Scientific, Inc. Fiscal Third Quarter 2024 Earnings Release - 7 |
Core Scientific, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except par value)
(Unaudited)
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| September 30, 2024 | | December 31, 2023 |
Assets |
| | |
Current Assets: | | | |
Cash and cash equivalents | $ | 253,019 | | | $ | 50,409 | |
Restricted cash | 783 | | | 19,300 | |
Accounts receivable | 6,244 | | | 1,001 | |
Digital assets | — | | | 2,284 | |
Prepaid expenses and other current assets | 17,810 | | | 24,022 | |
Total Current Assets | 277,856 | | | 97,016 | |
Property, plant and equipment, net | 550,432 | | | 585,431 | |
Operating lease right-of-use assets | 74,733 | | | 7,844 | |
| | | |
Other noncurrent assets | 18,830 | | | 21,865 | |
Total Assets | $ | 921,851 | | | $ | 712,156 | |
Liabilities and Stockholders’ Deficit | | | |
Current Liabilities: | | | |
Accounts payable | $ | 6,504 | | | $ | 154,751 | |
Accrued expenses and other current liabilities | 31,726 | | | 179,636 | |
Deferred revenue | 9,944 | | | 9,830 | |
Operating lease liabilities, current portion | 7,486 | | | 77 | |
Finance lease liabilities, current portion | 2,380 | | | 19,771 | |
Notes payable, current portion | 17,941 | | | 124,358 | |
Contingent value rights, current portion | 533 | | | — | |
Total Current Liabilities | 76,514 | | | 488,423 | |
Operating lease liabilities, net of current portion | 65,335 | | | 1,512 | |
Finance lease liabilities, net of current portion | 4 | | | 35,745 | |
Convertible and other notes payable, net of current portion | 474,596 | | | 684,082 | |
Contingent value rights, net of current portion | 6,458 | | | — | |
Warrant liabilities | 1,017,299 | | | — | |
Other noncurrent liabilities | 11,040 | | | — | |
Total liabilities not subject to compromise | 1,651,246 | | | 1,209,762 | |
Liabilities subject to compromise | — | | | 99,335 | |
Total Liabilities | 1,651,246 | | | 1,309,097 | |
Commitments and contingencies | | | |
Stockholders’ Deficit: | | | |
Preferred stock; $0.00001 par value; 2,000,000 and nil shares authorized at September 30, 2024 and December 31, 2023, respectively; none issued and outstanding at September 30, 2024 and December 31, 2023 | — | | | — | |
Common stock; $0.00001 par value; 10,000,000 shares authorized at September 30, 2024 and December 31, 2023; 279,821 and 386,883 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively | 3 | | | 36 | |
Additional paid-in capital | 2,740,279 | | | 1,823,260 | |
Accumulated deficit | (3,469,677) | | | (2,420,237) | |
Total Stockholders’ Deficit | (729,395) | | | (596,941) | |
Total Liabilities and Stockholders’ Deficit | $ | 921,851 | | | $ | 712,156 | |
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| | Core Scientific, Inc. Fiscal Third Quarter 2024 Earnings Release - 8 |
Core Scientific, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except per share amounts)
(Unaudited) | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
Revenue: | | | | | | | |
Digital asset self-mining revenue | $ | 68,138 | | | $ | 83,056 | | | $ | 328,840 | | | $ | 278,164 | |
Digital asset hosted mining revenue from customers | 16,878 | | | 27,020 | | | 71,050 | | | 72,245 | |
Digital asset hosted mining revenue from related parties | — | | | 2,828 | | | — | | | 10,062 | |
HPC hosting revenue | 10,338 | | | — | | | 15,857 | | | — | |
Total revenue | 95,354 | | | 112,904 | | | 415,747 | | | 360,471 | |
Cost of revenue: | | | | | | | |
Cost of digital asset self-mining | 74,555 | | | 72,603 | | | 236,120 | | | 212,125 | |
Cost of digital asset hosted mining services | 11,914 | | | 24,882 | | | 49,388 | | | 64,187 | |
Cost of HPC hosting services | 9,041 | | | — | | | 13,932 | | | — | |
Total cost of revenue | 95,510 | | | 97,485 | | | 299,440 | | | 276,312 | |
Gross (loss) profit | (156) | | | 15,419 | | | 116,307 | | | 84,159 | |
Change in fair value of digital assets | (206) | | | — | | | (247) | | | — | |
Gain from sale of digital assets | — | | | 363 | | | — | | | 2,358 | |
Impairment of digital assets | — | | | (681) | | | — | | | (2,864) | |
Change in fair value of energy derivatives | — | | | — | | | (2,757) | | | — | |
Loss on disposal of property, plant and equipment | (509) | | | (340) | | | (4,061) | | | (514) | |
Operating expenses: | | | | | | | |
Research and development | 2,841 | | | 2,253 | | | 6,814 | | | 5,308 | |
Sales and marketing | 3,151 | | | 1,041 | | | 7,099 | | | 3,133 | |
General and administrative | 34,356 | | | 23,511 | | | 74,742 | | | 69,671 | |
Total operating expenses | 40,348 | | | 26,805 | | | 88,655 | | | 78,112 | |
Operating (loss) income | (41,219) | | | (12,044) | | | 20,587 | | | 5,027 | |
Non-operating (income) expenses, net: | | | | | | | |
Loss (gain) on debt extinguishment | 317 | | | (374) | | | 487 | | | (21,135) | |
Interest expense, net | 7,072 | | | 2,196 | | | 35,934 | | | 2,317 | |
Reorganization items, net | — | | | 28,256 | | | (111,439) | | | 78,270 | |
Change in fair value of warrant and contingent value rights | 408,520 | | | — | | | 1,144,441 | | | — | |
Other non-operating (income) expense, net | (2,003) | | | (1,090) | | | 144 | | | (3,978) | |
Total non-operating expenses, net | 413,906 | | | 28,988 | | | 1,069,567 | | | 55,474 | |
Loss before income taxes | (455,125) | | | (41,032) | | | (1,048,980) | | | (50,447) | |
Income tax expense | 134 | | | 114 | | | 484 | | | 347 | |
Net loss | $ | (455,259) | | | $ | (41,146) | | | $ | (1,049,464) | | | $ | (50,794) | |
Net loss per share: | | | | | | | |
Basic | $ | (1.17) | | | $ | (0.11) | | | $ | (3.71) | | | $ | (0.13) | |
Diluted | $ | (1.17) | | | $ | (0.11) | | | $ | (3.71) | | | $ | (0.13) | |
Weighted average shares outstanding: | | | | | | | |
Basic | 292,486 | | | 382,483 | | | 253,058 | | | 378,107 | |
Diluted | 292,486 | | | 382,483 | | | 253,058 | | | 378,107 | |
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| | Core Scientific, Inc. Fiscal Third Quarter 2024 Earnings Release - 9 |
Core Scientific, Inc.
Segment Results
(in thousands, except percentages)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
Digital Asset Self-Mining Segment | (in thousands, except percentages) |
Digital asset self-mining revenue | $ | 68,138 | | $ | 83,056 | | $ | 328,840 | | $ | 278,164 |
Cost of digital asset self-mining | 74,555 | | 72,603 | | 236,120 | | 212,125 |
Digital Asset Self-Mining gross (loss) profit | $ | (6,417) | | $ | 10,453 | | $ | 92,720 | | $ | 66,039 |
Digital Asset Self-Mining gross margin | (9) | % | | 13 | % | | 28 | % | | 24 | % |
| | | | | | | |
Digital Asset Hosted Mining Segment | | | | | | | |
Digital asset hosted mining revenue from customers | $ | 16,878 | | $ | 29,848 | | $ | 71,050 | | $ | 82,307 |
Cost of digital asset hosted mining services | 11,914 | | 24,882 | | 49,388 | | 64,187 |
Digital Asset Hosted Mining gross profit | $ | 4,964 | | $ | 4,966 | | $ | 21,662 | | $ | 18,120 |
Digital Asset Hosted Mining gross margin | 29 | % | | 17 | % | | 30 | % | | 22 | % |
| | | | | | | |
HPC Hosting Segment | | | | | | | |
HPC hosting revenue | $ | 10,338 | | $ | — | | $ | 15,857 | | $ | — |
Cost of HPC hosting services | 9,041 | | — | | 13,932 | | — |
HPC Hosting gross profit | $ | 1,297 | | $ | — | | $ | 1,925 | | $ | — |
HPC Hosting gross margin | 13 | % | | — | % | | 12 | % | | — | % |
| | | | | | | |
Consolidated | | | | | | | |
Consolidated total revenue | $ | 95,354 | | $ | 112,904 | | $ | 415,747 | | $ | 360,471 |
Consolidated cost of revenue | $ | 95,510 | | $ | 97,485 | | $ | 299,440 | | $ | 276,312 |
Consolidated gross (loss) profit | $ | (156) | | $ | 15,419 | | $ | 116,307 | | $ | 84,159 |
Consolidated gross margin | — | % | | 14 | % | | 28 | % | | 23 | % |
| | | | | | | | |
| | Core Scientific, Inc. Fiscal Third Quarter 2024 Earnings Release - 10 |
Core Scientific, Inc. and Subsidiaries
Non-GAAP Financial Measures
(Unaudited)
Adjusted EBITDA is a non-GAAP financial measure defined as our net income or (loss), adjusted to eliminate the effect of (i) interest income, interest expense, and other income (expense), net; (ii) provision for income taxes; (iii) depreciation and amortization; (iv) stock-based compensation expense; (v) Reorganization items, net; (vi) change in fair value of energy derivatives; (vii) change in the fair value of warrant and contingent value rights, (viii) business or site startup costs which are not reflective of the ongoing costs incurred after startup, (ix) bankruptcy advisory costs incurred related to reorganization which are not reflective of the ongoing costs incurred in post-emergence operations, and (x) certain additional non-cash items that do not reflect the performance of our ongoing business operations. For additional information, including the reconciliation of net income (loss) to Adjusted EBITDA, please refer to the table below. We believe Adjusted EBITDA is an important measure because it allows management, investors, and our Board of Directors to evaluate and compare our operating results, including our return on capital and operating efficiencies, from period-to-period by making the adjustments described above. In addition, it provides useful information to investors and others in understanding and evaluating our results of operations, as well as provides a useful measure for period-to-period comparisons of our business, as it removes the effect of net interest expense, taxes, certain non-cash items, variable charges and timing differences. Moreover, we have included Adjusted EBITDA in this earnings release because it is a key measurement used by our management internally to make operating decisions, including those related to operating expenses, evaluate performance, and perform strategic and financial planning.
The above items are excluded from our Adjusted EBITDA measure because these items are non-cash in nature or because the amount and timing of these items are not related to the current results of our core business operations which renders evaluation of our current performance, comparisons of performance between periods and comparisons of our current performance with our competitors less meaningful. However, you should be aware that when evaluating Adjusted EBITDA, we may incur future expenses similar to those excluded when calculating this measure. Our presentation of this measure should not be construed as an inference that its future results will be unaffected by unusual items. Further, this non-GAAP financial measure should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). We compensate for these limitations by relying primarily on GAAP results and using Adjusted EBITDA on a supplemental basis. Our computation of Adjusted EBITDA may not be comparable to other similarly titled measures computed by other companies because not all companies calculate this measure in the same fashion. You should review the reconciliation of net loss to Adjusted EBITDA below and not rely on any single financial measure to evaluate our business.
| | | | | | | | |
| | Core Scientific, Inc. Fiscal Third Quarter 2024 Earnings Release - 11 |
The following table reconciles the non-GAAP financial measure to the most directly comparable U.S. GAAP financial performance measure, which is net loss, for the periods presented (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2024 | | 20231 | | 2024 | | 20231 |
Adjusted EBITDA | | | | | |
Net loss | $ | (455,259) | | | $ | (41,146) | | | $ | (1,049,464) | | | $ | (50,794) | |
Adjustments: | | | | | | | |
Interest expense, net | 7,072 | | | 2,196 | | | 35,934 | | | 2,317 | |
Income tax expense | 134 | | | 114 | | | 484 | | | 347 | |
Depreciation and amortization | 28,691 | | | 24,233 | | | 87,164 | | | 64,800 | |
| | | | | | | |
Stock-based compensation expense | 20,288 | | | 14,861 | | | 27,722 | | | 41,414 | |
Unrealized fair value adjustment on energy derivatives | — | | | — | | | (2,262) | | | — | |
Loss on disposal of property, plant and equipment | 509 | | | 340 | | | 4,061 | | | 514 | |
HPC advisory startup costs | — | | | — | | | 4,611 | | | — | |
Bankruptcy advisory costs | 1,863 | | | — | | | 2,160 | | | — | |
Loss (gain) on debt extinguishment | 317 | | | (374) | | | 487 | | | (21,135) | |
Reorganization items, net | — | | | 28,256 | | | (111,439) | | | 78,270 | |
Change in fair value of warrant and contingent value rights | 408,520 | | | — | | | 1,144,441 | | | — | |
Other non-operating expenses (income), net | (2,003) | | | (1,090) | | | 144 | | | (3,978) | |
Other | — | | | 368 | | | 121 | | | 1,105 | |
Adjusted EBITDA | $ | 10,132 | | | $ | 27,758 | | | $ | 144,164 | | | $ | 112,860 | |
1 Certain prior year amounts have been reclassified for consistency with the current year presentation.
| | | | | | | | |
| | Core Scientific, Inc. Fiscal Third Quarter 2024 Earnings Release - 12 |
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Third Quarter Fiscal 2024 Earnings Presentation Adam Sullivan, CEO Denise Sterling, CFO November 6, 2024
2 FORWARD-LOOKING STATEMENTS This presentation contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, statements regarding projections, estimates and forecasts of revenue and other financial and performance metrics, projections of market opportunity and expectations, the Company’s ability to scale, and grow its business and execute on its growth plans and hosting contracts, source clean and renewable energy, the advantages, and expected growth, and anticipated future revenue of the Company, and the Company’s ability to source and retain talent. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “aim,” “estimate,” “plan,” “project,” “forecast,” “goal,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. All forward looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including: our ability to earn digital assets profitably and to attract customers for our digital asset and high performance compute hosting capabilities; our ability to perform under our existing colocation agreements, our ability to maintain our competitive position in our existing operating segments, the impact of increases in total network hash rate; our ability to raise additional capital to continue our expansion efforts or other operations; our need for significant electric power and the limited availability of power resources; the potential failure in our critical systems, facilities or services we provide; the physical risks and regulatory changes relating to climate change; our vulnerability to physical security breaches, which could disrupt our operations; a potential slowdown in market and economic conditions, particularly those impacting high performance computing, the blockchain industry and the blockchain hosting market; the identification of material weaknesses in our internal control over financial reporting; price volatility of digital assets and bitcoin in particular; potential changes in the interpretive positions of the SEC or its staff with respect to digital asset mining firms; the increasing likelihood that U.S. federal and state legislatures and regulatory agencies will enact laws and regulations to regulate digital assets and digital asset intermediaries; increasing scrutiny and changing expectations with respect to our ESG policies; the effectiveness of our compliance and risk management methods. Any such forward-looking statements represent management’s estimates and beliefs as of the date of this presentation. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change. Year over year comparisons are based on the combined results of Core Scientific and its acquired entities. Although the Company believes that in making such forward-looking statements its expectations are based upon reasonable assumptions, such statements may be influenced by factors that could cause actual outcomes and results to be materially different from those projected. The Company cannot assure you that the assumptions upon which these statements are based will prove to have been correct. Additional important factors that may affect the Company’s business, results of operations and financial position are described from time to time in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, Quarterly Reports on Form 10-Q and the Company’s other filings with the Securities and Exchange Commission. The Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by applicable law. NON-GAAP FINANCIAL MEASURES This presentation also contains non-GAAP financial measures as defined by the SEC rules, including Adjusted EBITDA and adjusted earnings (loss) per diluted share. The Company believes that these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to the Company's financial condition and results of operations. The Company's management uses certain of these non-GAAP measures to compare the Company's performance to that of prior periods for trend analyses and for budgeting and planning purposes. The Company urges investors not to rely on any single financial measure to evaluate its business.
3 Total >1,200 contracted MW of powered infrastructure 570 MW Critical IT Load/ 230 MW supporting load @ PUE of ~1.4 PUE of ~1.0 Core Scientific is well positioned for continued growth and market leadership, delivering digital infrastructure at scale HPC Hosting | ~800 MW Bitcoin Mining | ~400 MW Planning 2025 miner refresh and hash rate expansion with Block 3nm ASIC chips Optimizing operations at two sites with favorable power costs More than 130 MW available to contract Pursuing growth through existing site expansions and new site acquisitions Approximately 500 MW contracted to CoreWeave for delivery 2025 - 2026 Well positioned for an increase in hash price Seeking to diversify clients through new site acquisitions
4 Accomplishments this year Q2Q1 Q3 Q4
5 ~400MW Bitcoin self- mining ~570 MW Critical IT load ~230 MW HPC support Current Allocation 700 MW HPC hosting Previous Allocation ✚ New land expansion and power opportunities enabled reallocation ✚ Provides for an additional 100 gross MW or ~70 MW of critical IT load for HPC hosting 22 MW Austin1 800 MW HPC hosting 400 MW Bitcoin self- mining 22 MW Austin1 500 MW Bitcoin self- mining ~500MW Bitcoin self- mining ~500 MW Critical IT load ~200 MW HPC support 16 MW Alabama Reallocated 100 MW of infrastructure from bitcoin mining to HPC hosting 1 16 MW previously identified for Austin data center reflected critical IT load 27 MW Critical IT load16 MW Critical IT load
6 2024 snapshot Financial (Q3) • $95 million revenue • $455.3 million net loss, mainly driven by non-cash adjustments • $10 million adjusted EBITDA • $253 million in cash • Reduced interest rate from as high as 12.5% to 3% for new convertible notes Operational (Q3) • Earned 1,115 bitcoin • Operated 20.4 EH/s self-mining hash rate • Migrated all miners from two data centers designated for HPC hosting • Continued sunset of hosted mining to 11% of total fleet • Signed aggregate ~500 MW HPC hosting contracts with anticipated potential revenue of $8.7 billion over 12-year contracts • Refinanced debt, added cash to balance sheet and eliminated covenants with $460 million convertible note offering • Added 100 MW of infrastructure at Pecos, TX bitcoin mining data center Strategic (YTD)
7 Expanding our portfolio of powered digital infrastructure Existing gross capacity by site Grand Forks, ND 100 MW Muskogee, OK 100 MW In Development Pecos, TX PROPRIETARY & CONFIDENTIAL 56 Commentary Cottonwood 56 Trailing 12 Month Performance(1) CapEx Investment Pecos, TX 250MW (Cottonwood 1 & 2) • Greenfield Buildout in 2022 • Campus has (2) phases – COT1 and COT2 • Core Scientific Leased • COT1 - (1) Operational Building totaling 50MW of energized capacity (~15k miners) with expansion capacity of additional 200MW • COT2 - (50) Operational containers totaling 21MW of energized capacity (~7.8k miners) • COT2 MW usage counts against total power allocation of 250MW from ERCOT • COT1 – 53k sq/ft production area • 7 Mining Ops FTEs • Utility Provider: TNMP Lease Information COT1 • Initial term expires Nov 2031; optional three, 10-year extensions (through Nov 2061) • Rent of $10k/acre ($600k) per 10-year term; rent escalates 20% per extension COT2 • Leased for 99 years (through 2122) • Paid full lease rent of $1m in 2023 88% Uptime 87% Hashrate Utilization 1.9 EH 97% Self-Mining Potential CapEx Projects • ~$500k CapEx for tech building • ~$250k CapEx for COT2 container field weatherization project • Complete COT1 200MW capacity expansion 250 MW BTC Austin, TX 22 MW HPC Denton, TX 297 MW Calvert City, KY 150 MW Marble, NC 104 MW Dalton, GA 195 MW Auburn, AL 16 MW HPC
8 (Unaudited) Q3 2024 Revenue Mix (In Millions, Unaudited) Revenue by Segment Diversified business poised for growth 71% 18% 11% Self-M ining Hosting HPC $83 $68 $27 $17 $10 Q3 2023 Q3 2024 Self-Mining Hosting HPC (Unaudited) Gross Margin by Segment 13% 8% 0% -9% 29% 13% Self-Mining Hosting HPC Q3 2023 Q3 2024
9 $552 $(234) $460 $(150) $(49) $(61) $(1) $(4) $(1) $512 Total Debt - June 30, 2024 Mandatory Conversion of Secured Convertible Notes August 2024 Convertible Note Secured Notes Miner Equipment Loans Exit Facility Finance Leases Infrastructure and Construction Other Total Debt - Sept 30, 2024 6/30/24 $ 552 $ 234 - $ 150 $ 60 $ 61 $ 3 $ 43 $ 1 - 9/30/24 - - $ 460 $ - $ 11 - $ 2 $ 39 - $ 512 ~$(40M) For September 30, 2024, amount represents Notes Payable Current ($17.9M) and Non-Current ($474.6M), Finance Lease Liabilities Current ($2.4M) and Non-Current ($-M), unamortized discounts – post petition ($17.0M) For June 30, 2024, amount represents Notes Payable Current ($18.4M) and Non-Current ($526.8M), Finance Lease Liabilities Current ($2.7M) and Non-Current ($0.6M), plus unamortized discount and debt issuance costs – post petition ($3.6M) Refinanced debt, reduced interest rate and removed covenants
10 279 98 27 23 5 42 474 Sharecount @ October 31, 2024 Tranche 1 Warrants Tranche 2 Warrants Restricted Stock and Performance Based Units Other Reserve Shares New Convertible Note Total Pro Forma Diluted Share Count Pro forma share count – September 30, 2024 Shares in millions ~195M Shares 1 1 Represents approximately 4.8 million shares and warrants reserved for distribution to holders of Allowed Claims and Existing Common Interests (as defined in the Company’s Plan of Reorganization). Please refer to the Debtor’s Fourth Amended Joint Chapter 11 Plan of Reorganization of Core Scientific, Inc. dated January 15, 2024, included as Exhibit 99.1 to the Company’s Current Report on Form 8-K dated January 23, 2024.
11 Cash Cost to self-mine a bitcoin in third quarter 2024 1 Represents our direct, cash costs of power and facilities operations based on our self-mining/hosting mix as of 9/30/24 divided by total bitcoin self-mined in 2024 Q3 of 1,115. Future changes in power cost, operational cost or self-mining/hosting mix could change the cash cost to mine 2 Represents our direct, cash costs of power and facilities operations divided by our self-mining fleet hash rate, in terahash, per day 3 Includes personnel and related costs, software, telecommunications, security, etc. Excludes stock-based compensation and depreciation Third Quarter 2024 Cash Cost Per Bitcoin1 $33,946 Third Quarter 2024 Cash-Based Hash Cost2 2.5¢ $8,405 0.6¢ $42,351 3.1¢ Direct Power Cost Operational Cost3 Total Direct Cash Cost
12 CoreWeave transaction summary 1. Represents the estimated average annual revenue over the 12-year contract periods 2. Expenses include facilities operations, repairs & maintenance, security, FTEs, insurance, property taxes, etc. 3. Up to $1.5 million per HPC MW (or approximately $750 million) of data center build out costs are funded by CoreWeave and credited against hosting payments at no more than 50% of monthly fees until fully repaid. The balance of modification costs relate to items purchased directly by CoreWeave and contributed for use in the facility ~500 MW HPC infrastructure (700 MW gross) $8.7 billion potential revenue over contracts’ term $725 million avg. annual run rate revenue1 1H 2025 2H 2025 1H 2026 2H 2026 200MW 270MW 382MW 500MW Cumulative infrastructure delivery timeline 75% to 80% anticipated profit margin2 12-year contracts with two 5- year options Client pays for capex3, power and utilities
13 Core Scientific is building one of the largest public data center companies in the United States Levering our experience, talent and asset portfolio to launch and grow this business Evaluating new sites for new customers Pursuing additional power at existing sites for existing or new customers $8.7 Billion1 In potential revenue over 12-year contracts 500 MW Contracted with CoreWeave ~300 MW of additional power available at existing sites 400 MW of potential additional power available at new sites ~ $22 Million1 annual revenue run rate 16 MW Austin HPC Data Center Currently in discussion with multiple potential clients 11 MW Alabama HPC Data Center 1 Does not include power pass-through Pathway to 1.2 GW+ of Critical IT Load by 2027
14 2024 goals and targets MW HPC critical IT load 16 Bitcoin mining fleet average power price (cents/kWh) 4.2 - 4.4
CORE SCIENTIFIC15 2024 catalysts Contract remaining 118 MW of infrastructure available for HPC hosting Execute on pipeline of opportunities to increase our infrastructure capacity Diversify HPC hosting clients 1 2 3
16 Summary Executing on our diversification strategy to create long term shareholder value | Capturing AI compute market growth | Fortifying our strong bitcoin mining franchise Expanding our platform for accelerated growth Building on our assets and our team Strengthening our earnings power Balancing our business Leading a new category in digital infrastructure
Appendix
18 Summary of new senior unsecured convertible notes Terms Description Principal • $460 million Interest Rate • 3% cash interest Interest Payments • Semi-annually in arrears: March 1st and September 1st Maturity • September 1, 2029 Conversion Rate • 30% Conversion Premium • Stock Price = $8.46 • Conversion Price = $11.00 / Share • Conversion ratio – initial conversion rate of 90.9256 shares per $1,000 in principal • Underlying shares = 41,825,776 Conversion Terms • After December 31, 2024, noteholders may convert if price per share exceeds 130% of the conversion price ($14.30 / share) for at least 20 non-consecutive trading days during the 30 consecutive trading days ending on, and including, the last trading day of the preceding quarter • The company has the right to settle conversion in cash, common stock or a combination of both Company call feature • On or after September 7, 2027, Company has the right to redeem any portion of the Notes if: (i) the price per share exceeds 130% of the conversion price ($14.30 / share) for 20 non-consecutive trading days and (ii) the Company cannot redeem less than all Notes unless at least $100 million in principal remains outstanding after the Redemption Covenants • None, except change of control
19 Debt summary - September 30, 2024 Instrument New Convertible Note Secured Convertible Notes Exit Facility Secured Note Miner Equipment Mechanics Liens (Infrastructure and Construction Financing Leases Other Total Interest Rate 3% Cash 6.0% cash / 6.0% PIK, or 10% cash 9.0% cash 12.5% cash 3.0% cash / 10.0% PIK for 2 years, 10.0% cash thereafter ~5% - 5.5% Various Secured Facility Mortgage (~5%) - June 30, 2024 $ - $ 234 $ 61 $ 150 $ 60 $ 43 $ 3 $ 1 $ 552 Additions and (Paydown) 460 (234) (61) (150) (49) (4) (1) (1) $ (40) September 30, 2024 $ 460 $ - $ - $ - $ 11 $ 39 $ 2 $ - $ 512
20 Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Cash Costs per Bitcoin Direct power cost per bitcoin self-mined $ 33,946 $ 14,550 $ 22,099 $ 12,019 Operational costs per bitcoin self-mined1 8,405 3,487 4,742 2,422 Total cost to self-mine one bitcoin2 $ 42,351 $ 18,037 $ 26,841 $ 14,441 Cash-Based Hash Cost3 Direct power cost per terahash, per day $ 0.025 $ 0.033 $ 0.026 $ 0.032 Operational costs per terahash, per day1 0.006 0.008 0.005 0.006 Total cash-based hash cost3 $ 0.031 $ 0.041 $ 0.031 $ 0.038 Cash cost to mine bitcoin: three and nine months ended September 30, 2024 1 Includes personnel and related costs, software, telecommunications, security, etc. Amount excludes stock-based compensation and depreciation. 2 Represents our direct cash costs of power and operational costs based on our self-mining/hosting mix divided by total bitcoin self-mined during the periods presented. 3 Represents the cash expense of power and facilities operation cost divided by our self-mining fleet hash rate, in terahash, per day.
21 Consolidated statement of operations: three and nine months ended September 30, 2024 Three Months Ended September 30, Period over Period Change Nine Months Ended September 30, Period over Period Change 2024 2023 Dollar Percentage 2024 2023 Dollar Percentage Revenue: (in thousands, except percentages) Digital asset self-mining revenue $ 68,138 $ 83,056 $ (14,918) (18)% $ 328,840 $ 278,164 $ 50,676 18% Digital asset hosted mining revenue from customers 16,878 27,020 (10,142) (38)% 71,050 72,245 (1,195) (2)% Digital asset hosted mining revenue from related parties — 2,828 (2,828) (100)% — 10,062 (10,062) (100)% HPC hosting revenue 10,338 — 10,338 100% 15,857 — 15,857 100% Total revenue 95,354 112,904 (17,550) (16)% 415,747 360,471 55,276 15% Cost of revenue: Cost of digital asset self-mining 74,555 72,603 1,952 3% 236,120 212,125 23,995 11% Cost of digital asset hosted mining services 11,914 24,882 (12,968) (52)% 49,388 64,187 (14,799) (23)% Cost of HPC hosting services 9,041 — 9,041 100% 13,932 — 13,932 100% Total cost of revenue 95,510 97,485 (1,975) (2)% 299,440 276,312 23,128 8% Gross (loss) profit (156) 15,419 (15,575) (101)% 116,307 84,159 32,148 38% Change in fair value of digital assets (206) — (206) (100)% (247) — (247) (100)% Gain from sale of digital assets — 363 (363) (100)% — 2,358 (2,358) (100)% Impairment of digital assets — (681) 681 100% — (2,864) 2,864 100% Change in fair value of energy derivatives — — — —% (2,757) — (2,757) (100)% Loss on disposal of property, plant and equipment (509) (340) (169) (50)% (4,061) (514) (3,547) (690)% Operating expenses: Research and development 2,841 2,253 588 26% 6,814 5,308 1,506 28% Sales and marketing 3,151 1,041 2,110 203% 7,099 3,133 3,966 127% General and administrative 34,356 23,511 10,845 46% 74,742 69,671 5,071 7% Total operating expenses 40,348 26,805 13,543 51% 88,655 78,112 10,543 13% Operating (loss) income (41,219) (12,044) (29,175) (242)% 20,587 5,027 15,560 310% Non-operating (income) expenses, net: Loss (gain) on debt extinguishment 317 (374) 691 185% 487 (21,135) 21,622 102% Interest expense, net 7,072 2,196 4,876 222% 35,934 2,317 33,617 1,451% Reorganization items, net — 28,256 (28,256) (100)% (111,439) 78,270 (189,709) (242)% Change in fair value of warrant and contingent value rights 408,520 — 408,520 100% 1,144,441 — 1,144,441 100% Other non-operating expense (income), net (2,003) (1,090) (913) (84)% 144 (3,978) 4,122 104% Total non-operating expenses, net 413,906 28,988 384,918 1,328% 1,069,567 55,474 1,014,093 1,828% Loss before income taxes (455,125) (41,032) (414,093) (1,009)% (1,048,980) (50,447) (998,533) (1,979)% Income tax expense 134 114 20 18% 484 347 137 39% Net loss $ (455,259) $ (41,146) $ (414,113) (1,006)% $ (1,049,464) $ (50,794) $ (998,670) (1,966)% ($ Thousands)
22 Adjusted EBITDA reconciliation - three and nine months ended September 30, 2024 ($ Millions) Three Months Ended September 30, 2024 Nine Months Ended September 30, 2024 Net loss $ (455.3) $ (1,049.5) Interest expense, net 7.1 35.9 Income tax expense 0.1 0.5 Earnings Before Interest and Taxes (EBIT) $ (448.1) $ (1,013.0) Depreciation and amortization 28.7 87.2 Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) $ (419.4) $ (925.9) Adjustments: Stock-based compensation expense 20.3 27.7 Unrealized fair value adjustment on energy derivatives — (2.3) Loss on disposal of property, plant and equipment 0.5 4.1 HPC startup costs — 4.6 Bankruptcy advisory costs 1.9 2.2 Loss (gain) on debt extinguishment 0.3 0.5 Reorganization items, net — (111.4) Change in fair value of warrant and contingent value rights 408.5 1,144.4 Other non-operating expenses (income), net (2.0) 0.1 Other — 0.1 Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA) $ 10.1 $ 144.2 Adjusted EPS – Basic1 $ 0.03 $ 0.57 Adjusted EPS – Diluted1 $ 0.03 $ 0.57 1 For the three months ended September 30, 2024, weighted average shares of approximately 292M used in basic EPS and approximately 292M shares for diluted EPS. For the nine months ended September 30, 2024, weighted average shares of approximately 253M used in basic EPS and approximately 253M shares for diluted EPS.
23 Three Months Ended Sept. 30, Period over Period Change Nine Months Ended Sept. 30, Period over Period Change 2024 2023 Dollar Percentage 2024 2023 Dollar Percentage Digital Asset Self-Mining Segment (in thousands, except percentages) Digital asset self-mining revenue $ 68,138 $ 83,056 $ (14,918) (18) % $ 328,840 $ 278,164 $ 50,676 18 % Cost of digital asset self-mining 74,555 72,603 1,952 3 % 236,120 212,125 23,995 11 % Digital Asset Self-Mining gross (loss) profit $ (6,417) $ 10,453 $ (16,870) (161) % $ 92,720 $ 66,039 $ 26,681 40 % Digital Asset Self-Mining gross margin (9) % 13 % 28 % 24 % Digital Asset Hosted Mining Segment Digital asset hosted mining revenue from customers $ 16,878 $ 29,848 $ (12,970) (43) % $ 71,050 $ 82,307 $ (11,257) (14) % Cost of digital asset hosted mining services 11,914 24,882 (12,968) (52) % 49,388 64,187 (14,799) (23) % Digital Asset Hosted Mining gross profit $ 4,964 $ 4,966 $ (2) — % $ 21,662 $ 18,120 $ 3,542 20 % Digital Asset Hosted Mining gross margin 29 % 17 % 30 % 22 % HPC Hosting Segment HPC hosting revenue $ 10,338 $ — $ 10,338 NM $ 15,857 $ — $ 15,857 NM Cost of HPC hosting services 9,041 — 9,041 NM 13,932 — 13,932 NM HPC Hosting gross profit $ 1,297 $ — $ 1,297 NM $ 1,925 $ — $ 1,925 NM HPC Hosting gross margin 13 % — % 12 % — % Consolidated Consolidated total revenue $ 95,354 $ 112,904 $ (17,550) (16) % $ 415,747 $ 360,471 $ 55,276 15 % Consolidated cost of revenue $ 95,510 $ 97,485 $ (1,975) (2) % $ 299,440 $ 276,312 $ 23,128 8 % Consolidated gross (loss) profit $ (156) $ 15,419 $ (15,575) (101) % $ 116,307 $ 84,159 $ 32,148 38 % Consolidated gross margin — % 14 % 28 % 23 % Segment reporting - three and nine months ended September 30, 2024
24 Balance sheet: as of September 30, 2024 Total Assets ($ Thousands) September 30, 2024 December 31, 2023 Assets Unaudited Current Assets: Cash and cash equivalents $ 253,019 $ 50,409 Restricted cash 783 19,300 Accounts receivable 6,244 1,001 Digital assets — 2,284 Prepaid expenses and other current assets 17,810 24,022 Total Current Assets 277,856 97,016 Property, plant and equipment, net 550,432 585,431 Operating lease right-of-use assets 74,733 7,844 Other noncurrent assets 18,830 21,865 Total Assets $ 921,851 $ 712,156
25 Balance sheet: as of September 30, 2024 Total Liabilities and Stockholders’ Deficit ($ Thousands) September 30, 2024 Dec 31, 2023 Liabilities and Stockholders’ Deficit Unaudited Current Liabilities: Accounts payable $ 6,504 $ 154,751 Accrued expenses and other current liabilities 31,726 179,636 Deferred revenue 9,944 9,830 Operating lease liabilities, current portion 7,486 77 Finance lease liabilities, current portion 2,380 19,771 Notes payable, current portion 17,941 124,358 Contingent value rights, current portion 533 — Total Current Liabilities 76,514 488,423 Operating lease liabilities, net of current portion 65,335 1,512 Finance lease liabilities, net of current portion 4 35,745 Convertible and other notes payable, net of current portion 474,596 684,082 Contingent value rights, net of current portion 6,458 — Warrant liabilities 1,017,299 — Other noncurrent liabilities 11,040 — Total liabilities not subject to compromise 1,651,246 1,209,762 Liabilities subject to compromise — 99,335 Total Liabilities 1,651,246 1,309,097 Stockholders’ Deficit: Preferred stock; $0.00001 par value; 2,000,000 and nil shares authorized at September 30, 2024 and December 31, 2023, respectively; none issued and outstanding at September 30, 2024 and December 31, 2023 — — Common stock; $0.00001 par value; 10,000,000 shares authorized at September 30, 2024 and December 31, 2023; 279,821 and 386,883 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively 3 36 Additional paid-in capital 2,740,279 1,823,260 Accumulated deficit (3,469,677) (2,420,237) Total Stockholders’ Deficit (729,395) (596,941) Total Liabilities and Stockholders’ Deficit $ 921,851 $ 712,156
v3.24.3
Cover
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Nov. 06, 2024 |
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Nov. 06, 2024
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Core Scientific, Inc./tx
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DE
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Entity File Number |
001-40046
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Entity Tax Identification Number |
86-1243837
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838 Walker Road
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Suite 21-2105
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Dover
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DE
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19904
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512
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