Item 1. Financial Statements
Item 1. Financial Statements
Core Scientific, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except par value)
June 30, 2025 (As Restated)
December 31,
2024
Assets (Unaudited)
Current Assets:
Cash and cash equivalents $ 581,345 $ 836,197
Restricted cash — 783
Digital assets 172,772 23,893
Customer funding receivable and other current assets
250,643 43,089
Total Current Assets 1,004,760 903,962
Property, plant and equipment, net 701,292 433,473
Operating lease right-of-use assets 108,584 114,472
Other noncurrent assets 36,105 24,039
Total Assets $ 1,850,741 $ 1,475,946
Liabilities and Stockholders’ Deficit
Current Liabilities:
Accounts payable $ 215,055 $ 19,265
Accrued expenses 180,641 64,670
Deferred revenue 150,127 18,134
Other current liabilities
16,899 32,493
Total Current Liabilities 562,722 134,562
Convertible and other notes payable, net of current portion
1,057,696 1,073,990
Warrant liabilities
1,316,690 1,097,285
Other noncurrent liabilities 105,620 113,158
Total Liabilities 3,042,728 2,418,995
Commitments and contingencies (Note 10)
Stockholders’ Deficit:
Preferred stock; $ 0.00001 par value; 2,000,000 shares authorized; none issued and outstanding at June 30, 2025 and December 31, 2024
— —
Common stock; $ 0.00001 par value; 10,000,000 shares authorized at June 30, 2025 and December 31, 2024; 303,146 and 292,606 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively
3 3
Additional paid-in capital 3,026,645 2,915,035
Accumulated deficit ( 4,218,635 ) ( 3,858,087 )
Total Stockholders’ Deficit ( 1,191,987 ) ( 943,049 )
Total Liabilities and Stockholders’ Deficit $ 1,850,741 $ 1,475,946
Certain prior year amounts have been reclassified for consistency with the current year presentation.
See accompanying notes to unaudited condensed consolidated financial statements.
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Core Scientific, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except per share amounts)
(Unaudited)
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 (As Restated)
2024
Revenue:
Digital asset self-mining revenue
$ 62,424 $ 110,743 $ 129,603 $ 260,702
Digital asset hosted mining revenue from customers
5,644 24,840 9,417 54,172
Colocation revenue
10,560 5,519 19,133 5,519
Total revenue
78,628 141,102 158,153 320,393
Cost of revenue:
Cost of digital asset self-mining
59,589 80,001 120,759 161,565
Cost of digital asset hosted mining services
4,584 17,393 6,620 37,474
Cost of Colocation services
9,430 4,891 17,536 4,891
Total cost of revenue
73,603 102,285 144,915 203,930
Gross profit
5,025 38,817 13,238 116,463
(Increase) decrease in fair value of digital assets
( 29,797 ) 584 ( 19,109 ) 41
Decrease in fair value of energy derivatives
— 539 — 2,757
Loss (gain) on disposal of property, plant and equipment
4,166 ( 268 ) 4,172 3,552
Impairment of property, plant and equipment
— 97,261 — 97,261
Selling, general and administrative
56,940 31,383 101,497 48,307
Operating loss
( 26,284 ) ( 90,682 ) ( 73,322 ) ( 35,455 )
Non-operating expense (income), net:
Loss on debt extinguishment
1,377 120 1,377 170
Interest (income) expense, net
( 1,185 ) 14,775 ( 3,372 ) 28,862
Change in fair value of warrants and contingent value rights
909,958 796,035 288,494 735,921
Reorganization items, net — — — ( 111,439 )
Other non-operating expense, net
207 401 364 2,147
Total non-operating expense, net
910,357 811,331 286,863 655,661
Loss before income taxes
( 936,641 ) ( 902,013 ) ( 360,185 ) ( 691,116 )
Income tax expense
158 144 363 350
Net loss
$ ( 936,799 ) $ ( 902,157 ) $ ( 360,548 ) $ ( 691,466 )
Net loss per share (Note 13) - basic and diluted
$ ( 0.04 ) $ ( 5.05 ) $ ( 0.23 ) $ ( 3.34 )
Weighted average shares outstanding - basic and diluted
317,985 178,505 316,593 207,092
Certain prior year amounts have been reclassified for consistency with the current year presentation.
See accompanying notes to unaudited condensed consolidated financial statements.
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Core Scientific, Inc.
Condensed Consolidated Statements of Changes in Stockholders’ Deficit
For the Three and Six Months Ended June 30, 2025
(in thousands)
(Unaudited)
Common Stock Additional
Paid-In Capital Accumulated
Deficit Total
Stockholders’
(Deficit) Equity
Shares Amount
Balance at March 31, 2025 (As Restated)
299,087 3 2,973,015 ( 3,281,836 ) ( 308,818 )
Net loss
— — — ( 936,799 ) ( 936,799 )
Stock-based compensation — — 24,346 — 24,346
Restricted stock awards issued, net of shares withheld for tax withholding obligations 1,499 — — — —
Equity issuance costs
— — ( 21 ) — ( 21 )
Exercise of warrants
2,560 $ — 29,305 — 29,305
Balance at June 30, 2025 (As Restated)
303,146 $ 3 $ 3,026,645 $ ( 4,218,635 ) $ ( 1,191,987 )
Common Stock Additional
Paid-In Capital Accumulated
Deficit Total
Stockholders’
(Deficit) Equity
Shares Amount
Balance at December 31, 2024
292,606 3 2,915,035 ( 3,858,087 ) ( 943,049 )
Net loss
— — — ( 360,548 ) ( 360,548 )
Stock-based compensation — — 40,751 — 40,751
Restricted stock awards issued, net of shares withheld for tax withholding obligations 4,479 — ( 50 ) — ( 50 )
Equity issuance costs
— — ( 21 ) — ( 21 )
Exercise of warrants
6,061 $ — 70,930 — 70,930
Balance at June 30, 2025 (As Restated)
303,146 $ 3 $ 3,026,645 $ ( 4,218,635 ) $ ( 1,191,987 )
See accompanying notes to unaudited condensed consolidated financial statements.
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Core Scientific, Inc.
Condensed Consolidated Statements of Changes in Stockholders’ Deficit
For the Three Months Ended June 30, 2024
(in thousands)
(Unaudited)
Common Stock Additional
Paid-In Capital Accumulated
Deficit Total
Stockholders’
Deficit
Shares Amount
Balance at March 31, 2024 182,237 $ 2 $ 1,891,011 $ ( 2,209,522 ) $ ( 318,509 )
Net loss
— — — ( 902,157 ) ( 902,157 )
Stock-based compensation — — 8,494 — 8,494
Issuance of new common stock in connection with emergence
79 — 399 — 399
Restricted stock awards issued, net of tax withholding obligations
115 — ( 4 ) — ( 4 )
Exercise of warrants
54 — 420 — 420
Issuance of new common stock for New Secured Convertible Notes conversion
4,525 — 26,545 — 26,545
Issuance of new common stock for PIK interest
882 — 3,677 — 3,677
Balance at June 30, 2024 187,892 $ 2 $ 1,930,542 $ ( 3,111,679 ) $ ( 1,181,135 )
See accompanying notes to unaudited condensed consolidated financial statements.
10
Core Scientific, Inc.
Condensed Consolidated Statements of Changes in Stockholders’ Deficit
For the Six Months Ended June 30, 2024
(in thousands)
(Unaudited)
Common Stock Additional
Paid-In Capital Accumulated
Deficit Total
Stockholders’
Deficit
Shares Amount
Balance at December 31, 2023 386,883 $ 36 $ 1,823,260 $ ( 2,420,237 ) $ ( 596,941 )
Cumulative effect of adoption of ASU 2023-08, Accounting for and Disclosure of Crypto Assets
— — — 24 24
Balance at December 31, 2023, adjusted
386,883 36 1,823,260 ( 2,420,213 ) ( 596,917 )
Net loss — — — ( 691,466 ) ( 691,466 )
Stock-based compensation — — 7,434 — 7,434
Cancellation of common stock in connection with emergence
( 386,883 ) ( 36 ) 36 — —
Issuance of new common stock in connection with emergence
152,576 2 296,893 — 296,895
Issuance of new common stock under the Equity Rights Offering
15,649 — 55,000 — 55,000
Issuance of new common stock for the Equity Rights Offering backstop commitment
2,111 — 5,475 — 5,475
Issuance of new common stock for Bitmain obligation
10,735 — 27,839 — 27,839
Conversion premium on the issuance of the New Secured Convertible Notes
— — 33,202 — 33,202
Issuance of warrants
— — ( 345,856 ) — ( 345,856 )
Exercise of stock options — — 9 — 9
Restricted stock awards issued, net of tax withholding obligations
1,400 — ( 3,392 ) — ( 3,392 )
Restricted stock awards forfeited ( 40 ) — — — —
Exercise of warrants
54 — 420 — 420
Issuance of new common stock for New Secured Convertible Notes conversion
4,525 — 26,545 — 26,545
Issuance of new common stock for PIK interest
882 — 3,677 — 3,677
Balance at June 30, 2024 187,892 $ 2 $ 1,930,542 $ ( 3,111,679 ) $ ( 1,181,135 )
See accompanying notes to unaudited condensed consolidated financial statements.
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Core Scientific, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
Six Months Ended June 30,
2025 (As Restated)
2024
Cash flows from Operating Activities:
Net loss
$ ( 360,548 ) $ ( 691,466 )
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization 38,487 58,473
Losses on disposal of property, plant and equipment
4,172 3,552
Impairment of property, plant and equipment
— 97,261
Amortization of operating lease right-of-use assets 5,404 2,752
Stock-based compensation 40,355 7,434
Digital asset self-mining revenue
( 129,769 ) ( 260,701 )
Proceeds from sale of digital assets generated by self-mining and shared hosting revenues 1 — 262,968
(Increase) decrease in fair value of digital assets
( 19,109 ) 41
Decrease in fair value of energy derivatives
— ( 2,262 )
Increase in fair value of warrant liabilities
289,400 809,320
Decrease in fair value of contingent value rights
( 906 ) ( 73,379 )
Loss on debt extinguishment
1,377 170
Amortization of debt discount 3,365 1,125
Non-cash reorganization items — ( 143,791 )
Non-cash PIK interest expense — 2,339
Changes in operating assets and liabilities:
Customer funding receivable and other current assets
22,978 1,979
Accounts payable ( 16,379 ) ( 11,480 )
Accrued expenses
( 9,792 ) ( 46,257 )
Deferred revenue from colocation services
131,293 —
Deferred revenue from hosted mining services 700 ( 1,917 )
Other noncurrent assets and liabilities, net ( 12,069 ) 7,217
Net cash (used in) provided by operating activities
( 11,041 ) 23,378
Cash flows from Investing Activities:
Purchases of property, plant and equipment ( 205,259 ) ( 35,029 )
Proceeds from sales of property and equipment 1,671 —
Purchase of equity investments ( 5,000 ) —
Investments in internally developed software ( 36 ) ( 125 )
Net cash used in investing activities ( 208,624 ) ( 35,154 )
Cash flows from Financing Activities:
Principal repayments of finance leases ( 1,125 ) ( 4,466 )
Principal payments on debt ( 8,613 ) ( 28,348 )
Debt extinguishment payments
( 26,862 ) —
Proceeds from exercise of warrants 630 367
Proceeds from issuance of new common stock — 55,000
Proceeds from draw from exit facility — 20,000
Restricted stock tax holding obligations — ( 3,390 )
Proceeds from exercise of stock options — 9
Net cash (used in) provided by financing activities
( 35,970 ) 39,172
Net (decrease) increase in cash, cash equivalents and restricted cash
( 255,635 ) 27,396
Cash, cash equivalents and restricted cash—beginning of period 836,980 69,709
Cash, cash equivalents and restricted cash—end of period
$ 581,345 $ 97,105
Certain prior year amounts have been reclassified for consistency with the current year presentation.
See accompanying notes to unaudited condensed consolidated financial statements.
1 Proceeds from digital assets received as noncash revenue consideration liquidated nearly immediately after receipt as a routine operating activity.
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Core Scientific, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Core Scientific, Inc. (“Core Scientific” or the “Company”) is a leader in digital infrastructure for high-density colocation services and digital asset mining of bitcoin. We operate dedicated, purpose-built facilities for high-density colocation services and are a premier provider of digital infrastructure, software solutions and services to our third-party customers. We employ our own fleet of computers (“miners”) to earn digital assets for our own account and we are in the process of converting most of our existing facilities to support artificial intelligence workloads and next generation colocation services. We derive the majority of our revenue from earning bitcoin for our own account (“self-mining”). Our facilities are located in Alabama ( 1 ), Georgia ( 2 ), Kentucky ( 1 ), North Carolina ( 1 ), North Dakota ( 1 ), Oklahoma ( 1 ), and Texas ( 3 ).
The Company has historically focused on designing, developing and operating digital infrastructure to engage in digital asset mining for its own account and providing hosting solutions for third-party digital asset miners. Beginning on March 6, 2024, we announced a series of new contractual agreements with CoreWeave, Inc. (“CoreWeave”), a third-party provider of high-performance computing (“HPC”) operations for customers using specialized graphics processing units (“GPUs”). These new agreements leverage the Company’s existing digital infrastructure and expertise in third-party hosting solutions.
We currently operate in three segments: “Digital Asset Self-Mining,” consisting of digital asset mining for our own account, “Digital Asset Hosted Mining,” consisting of our digital infrastructure and third-party hosting services for digital asset mining, and “Colocation,” consisting of providing high-density colocation services to third parties for GPU-based HPC operations. Prior to April 1, 2024, we operated only in the Digital Asset Self-Mining and Digital Asset Hosted Mining segments. During fiscal year 2024, our “Colocation” segment was referred to as “HPC Hosting.”
Our digital asset hosted mining business provides a full suite of services to our digital asset mining customers. We provide deployment, monitoring, troubleshooting, optimization and maintenance of our customers’ digital asset mining equipment and provide necessary electrical power, repair and other infrastructure services necessary for our customers to operate, maintain and efficiently mine digital assets.
Our high-density colocation services provide space, power, cooling, facilities operations, security and other services to third-party HPC customers to support workloads for machine learning and artificial intelligence. The extension of our business into the Colocation segment involves significant risk, including risks involving facility construction, supply chain and the risk of nonperformance by our single customer, as disclosed further in Part I, Item 1A. — “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on February 27, 2025.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited interim condensed consolidated financial statements reflect the application of certain significant accounting policies as described below and elsewhere in these notes to the unaudited condensed consolidated financial statements.
Basis of Presentation
The unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All intercompany balances and transactions have been eliminated in consolidation.
The results for the unaudited interim condensed consolidated statements of operations are not necessarily indicative of results to be expected for the year ending December 31, 2025 or for any future interim period. The unaudited interim condensed consolidated financial statements do not include all the information and notes required by GAAP for complete financial statements. The accompanying unaudited interim financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Use of Estimates
The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses during the reporting period. Some of the more significant estimates include assumptions used in property, plant and equipment, the initial measurement of lease
13
Core Scientific, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
liabilities, stock-based compensation, the fair value of derivative liabilities, and income taxes. These estimates are based on information available as of the date of the financial statements; therefore, actual results could differ from management’s estimates.
Cash, Cash Equivalents, and Restricted Cash
Cash and cash equivalents include all cash balances and highly liquid investments with original maturities of three months or less from the date of acquisition. As of June 30, 2025 and December 31, 2024, the Company had cash and cash equivalents of $ 581.3 million and $ 836.2 million, respectively, substantially all of which exceeded Federal Deposit Insurance Corporation insured limits. Cash equivalents included $ 576.4 million and $ 832.2 million of highly liquid money market funds as of June 30, 2025 and December 31, 2024. Restricted cash consisted of a deposit held at a lender’s bank in accordance with the terms of a note agreement.
Digital Assets
The following table presents a roll-forward of total digital assets for the six months ended June 30, 2025 and 2024 (in thousands):
June 30, 2025 June 30, 2024
Digital assets, beginning of period
$ 23,893 $ 2,284
Cumulative effect of ASU 2023-08, adopted January 1, 2024 1
— 24
Digital assets, beginning of period, as adjusted
23,893 2,308
Digital asset self-mining revenue, net of receivables 2
129,770 261,566
Mining revenue from shared hosting
— 13,818
Proceeds from sales of digital assets and shared hosting
— ( 277,562 )
Increase (decrease) in fair value of digital assets
19,109 ( 41 )
Payment of board fee
— ( 89 )
Digital assets, end of period
$ 172,772 $ —
1 Reflects the impact of the Company’s adoption of Accounting Standards Update (“ASU”) 2023-08, Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”) effective January 1, 2024.
2 As of June 30, 2025 and December 31, 2024, there was $ 0.7 million and $ 0.9 million, respectively, of digital asset receivable included in prepaid expenses and other current assets on the condensed consolidated balance sheets. As of June 30, 2024 and December 31, 2023, there was $ 0.8 million and $ 1.7 million, respectively, of digital asset receivable included in prepaid expenses and other current assets on the condensed consolidated balance sheets.
The following table presents the Company’s bitcoin holdings (in thousands, except for quantity):
Quantity
Cost Basis
Fair Value
June 30, 2025 1,612 $ 154,755 $ 172,772
December 31, 2024 256 $ 24,991 $ 23,893
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Core Scientific, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
Property, Plant and Equipment, Net
Property, plant, and equipment includes the cost of land, buildings, and improvements for datacenter and support facilities and the Company’s corporate office space. Property and equipment further consists of computer, mining, network, electrical and other equipment, including property and equipment under finance leases. Property, plant and equipment, net is stated at cost less accumulated depreciation and amortization. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are capitalized at cost and amortized over the shorter of their estimated useful lives or the lease term. Future obligations related to finance leases are presented as Finance lease liabilities, current portion and Finance lease liabilities, net of current portion in the Company’s condensed consolidated balance sheets. Depreciation expense, including amortization of assets held under finance leases, is primarily included in Cost of revenue in the Company’s condensed consolidated statements of operations.
Property, plant and equipment capitalized costs include the directly identifiable costs incurred to acquire, construct, install, or otherwise prepare the asset for its intended use and to put it into service. Directly identifiable costs include construction payroll and benefits and other direct capital project costs.
When management decides to abandon long-lived assets before the end of their previously estimated useful life, the Company considers whether an impairment of the related asset group has been triggered. If that asset group is no longer recoverable, an impairment is recognized for any excess of the asset group’s carrying value above its fair value. Thereafter, the estimated useful life, salvage value, and prospective depreciation of the affected assets are revised to reflect their shortened remaining useful life. The historical cost of assets, and related accumulated depreciation, are written off at the time that assets are removed from service.
Deferred Revenue
The Company records contract liabilities in Deferred revenue on the condensed consolidated balance sheets when cash payments are received in advance of performance and recognizes them as revenue when the performance obligations are satisfied. The Company’s total deferred revenue balance as of June 30, 2025 and December 31, 2024, was $ 150.1 million and $ 18.1 million, respectively.
During the three and six months ended June 30, 2025, the Company recognized $ 1.0 million and $ 1.3 million, respectively, of revenue that was included in the deferred revenue balance as of the beginning of the year.
During the three and six months ended June 30, 2024, the Company recognized $ 0.1 million and $ 6.5 million, respectively, of revenue that was included in the deferred revenue balance as of the beginning of the year.
Advanced payments are typically recognized in the following month for hosted mining services and are generally recognized within 30 months of license order commencement for colocation services.
Revenue From Contracts With Customers - Digital Asset Self-Mining Revenue
The Company recognizes revenue in accordance with ASC 606, Revenue Recognition (“ASC 606”).
One of the Company’s ongoing major or central operations is to provide a service of performing hash calculations to third-party pool operators alongside collectives of third-party bitcoin miners (such collectives, “mining pools”) as a participant. The Company considers the third-party mining pool operators to be its customers under Topic 606. Contract inception and our enforceable right to consideration begins when we commence providing hash calculation services to the mining pool operators. Each party to the contract has the unilateral right to terminate the contract at any time without any compensation to the other party for such termination. As such, the duration of a contract is less than a day and may be continuously renewed multiple times throughout the day. The implied renewal option is not a material right because there are no upfront or incremental fees in the initial contract and the terms, conditions, and compensation amount for the renewal options are at the then market rates.
The Company is entitled to non-cash compensation based on the Full-Pay-Per-Share (“FPPS”) model of the mining pool it is a participant in. FPPS pools pay block rewards and transaction fees, less mining pool fees, and the participants are entitled to non-cash consideration even if a block is not successfully validated by the mining pool operator. The Company is entitled to compensation once it begins to perform hash calculations for the pool operator in accordance with the operator’s specifications over a 24-hour period beginning mid-night UTC and ending 23:59:59 UTC on a daily basis. The non-cash consideration that we are entitled to for providing hash calculations to the pool operator under the FPPS payout method is made up of block rewards and transaction fees less pool operator expenses determined as follows:
15
Core Scientific, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
• The non-cash consideration in the form of a block reward is based on the total blocks expected to be generated on the Bitcoin Network for the daily 24-hour period beginning midnight UTC and ending 23:59:59 UTC in accordance with the following formula: the daily hash calculations that we provided to the pool operator as a percent of the Bitcoin Network’s implied hash calculations as determined by the network difficulty, multiplied by the total Bitcoin Network block rewards expected to be generated for the same daily period.
• The non-cash consideration in the form of transaction fees paid by transaction requestors is based on the share of total actual fees paid over the daily 24-hour period beginning midnight UTC and ending 23:59:59 UTC in accordance with the following formula: total actual transaction fees generated on the Bitcoin Network during the 24-hour period as a percent of total block rewards the Bitcoin Network actually generated during the same 24-hour period, multiplied by the block rewards we earned for the same 24-hour period noted above.
• The block reward and transaction fees earned by the Company is reduced by mining pool fees charged by the operator for operating the pool based on a rate schedule per the mining pool contract. The mining pool fee is only incurred to the extent we perform hash calculations and generate revenue in accordance with the pool operator’s payout formula during the same 24-hour period beginning mid-night UTC daily.
The above non-cash consideration is variable, since the amount of block reward earned depends on the amount of hash calculations we perform; the amount of transaction fees we are entitled to depends on the actual Bitcoin Network transaction fees over the same 24-hour period; and the operator fees for the same 24-hour period are variable since it is determined based on the total block rewards and transaction fees in accordance with the pool operator’s agreement. While the non-cash consideration is variable, the Company has the ability to estimate the variable consideration at contract inception with reasonable certainty without the risk of significant revenue reversal. The Company does not constrain this variable consideration because it is probable that a significant reversal in the amount of revenue recognized from the contract will not occur when the uncertainty is subsequently resolved and recognizes the non-cash consideration on the same day that control is transferred, which is the same day as contract inception.
The Company measures the non-cash consideration using the spot rate for Bitcoin as quoted on Coinbase Global, Inc., the Company’s principal market. The Company recognizes non-cash consideration on the same day that control of the contracted service is transferred to the pool operator, which is the same day as the contract inception.
Direct expenses associated with providing hash calculation services to a third-party operated mining pool, such as electricity costs and employee compensation, are recorded as cost of revenues. Depreciation and amortization expenses on fixed and right-of-use assets, including digital asset mining equipment used to provide the services, are also recorded as a component of cost of revenues.
Revenue From Contracts With Customers - Digital Asset Hosted Mining Services
The Company generates revenue from contracts with customers from digital asset hosted mining services. The Company generally recognizes revenue when the promised service is performed. Revenue excludes any amounts collected on behalf of third parties, including sales and indirect taxes.
Hosting Services
The Company enters into contracts that include hosting services, for which revenue is recognized as services are performed on a variable basis. The Company performs hosting services that enable customers to run blockchain and other high-performance computing operations. The Company’s performance obligation related to these services is satisfied over time. The Company recognizes revenue for services that are performed on a consumption basis, such as the amount of electricity used in a period, based on the customer’s use of such resources. The Company recognizes variable consumption usage hosting revenue each month as the uncertainty related to the consideration is resolved, hosting services are provided to our customers, and our customers utilize the hosting services (the customer simultaneously receives and consumes the benefits of the Company’s performance). The Company generally bills its customers in advance based on estimated consumption under the contract. The Company recognizes revenue based on actual consumption in the period and invoices adjustments in subsequent periods or retains credits toward future consumption. The term between invoicing and when payment is due typically does not exceed 30 days.
16
Core Scientific, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
Revenue Recognition - Colocation Revenue
Our Colocation segment generates revenue by leasing data center space to our customer under licensing agreements. These arrangements contain lease components for the right to use data center space and nonlease components for power delivery, physical security, and maintenance services. We have elected the practical expedient available under ASC Topic 842, Leases , to combine the nonlease revenue components that have the same pattern of transfer as the related operating lease components into a single combined component. The single combined component is accounted for under ASC Topic 842 as an operating lease if the lease components are the predominant components and is accounted for under ASC Topic 606 if the nonlease components are the predominant components. The lease components are the predominant components in our current licensing arrangements and the single combined component in these arrangements are accounted for under the operating lease guidance of ASC Topic 842. Recognition of Colocation lease revenue begins when we determine the asset has been made available for the customer’s use.
We have concluded that it is probable that substantially all of the payments will be collected over the term of the arrangements and recognize the total combined component license payments under the agreements on a straight-line basis over the non-cancellable term. Straight-line license revenue represents the difference in revenue recognized during the period and the license payments due pursuant to the underlying arrangement as deferred revenue in the condensed consolidated balance sheets. Certain arrangements include options to extend the term. These extension options are not reasonably certain to be exercised and are excluded from the lease term and calculation of lease payments at lease commencement. We commence recognition of lease revenue when control of the leased space is transferred to the customer, which we determine to be the point at which the underlying space is available for the customer’s exclusive use.
Certain licensing arrangements provide for variable payments for power delivery services and maintenance services on customer assets and reimbursements for lessor costs such as taxes. Payments for physical security and other routine maintenance services are included in the fixed lease payments. Power delivery services represent a stand ready obligation to make power available to the customer over the coterminous lease term and have the same pattern of transfer as the related operating lease components. Customers may request and the Company may provide maintenance services on customer assets during the coterminous lease term. Customers are charged monthly for fees incurred on these maintenance services delivered and actual power costs incurred at current utility or fuel cost rates. These payments from customers for power delivery and maintenance services are recognized as variable lease payments in accordance with the practical expedient elected. Variable lease payments are presented on a gross basis and are included in Colocation revenue in the condensed consolidated statements of operations.
Performance Obligation Commitments
The Company’s performance obligation commitments relate to digital asset hosted mining services. The Company has performance obligations associated with commitments in customer digital asset hosted mining contracts for future services that have not yet been recognized in the financial statements. As of June 30, 2025, for contracts with original terms that exceed one year (ranging from 15 to 24 months), we expect to recognize approximately $ 3.4 million of revenue in the future related to performance obligations associated with existing hosted mining contracts. The Company expects to recognize approximately 100 % of this amount over the next 12 months.
Stock Based Compensation
The Company grants performance and market conditioned restricted stock units (“PSUs”) to certain executives as part of its long-term equity compensation program. Each PSU has service conditions and either market or performance conditions that are subject to respective graded vesting schedules. Each tranche in the respective graded vesting schedule is a separate award for accounting purposes and the Company applies the accelerated attribution method to recognize compensation expense. Compensation expense is recognized over the longer of the explicit service period or the performance measurement period of each tranche.
PSU tranches with market conditions, such as the relative total shareholder return (“RTSR”) metric, are measured on the grant date using a Monte Carlo simulation model. PSU tranches with performance conditions are measured using the grant date fair value of the Company’s common stock and are expensed only when the performance condition is deemed probable of achievement. The Company reassesses the probability of achieving performance conditions at each reporting date and adjusts for actual forfeitures as they occur.
17
Core Scientific, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
Recently Adopted Accounting Standards
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”) . Under this ASU, public business entities must annually “(1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate).” The amendments in ASU 2023-09 will be applied on a prospective basis and are effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-09 as of January 1, 2025 and will reflect the required disclosures in its Annual Report on Form 10-K for the year ending December 31, 2025. The adoption of ASU 2023-09 affects annual income tax disclosures only and does not impact interim reporting.
Accounting Standards Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. The amendments in ASU 2024-03 are effective for fiscal years beginning after December 15, 2026, with early adoption permitted. The amendment should be applied prospectively; however, retrospective application is also permitted. The Company is currently evaluating the impact this ASU will have on its consolidated financial statements and related disclosures.
There are no other new accounting pronouncements that are expected to have a significant impact on the Company’s unaudited condensed consolidated financial statements.
3. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
During the preparation of the consolidated financial statements for the year ended December 31, 2025, the Company determined that property, plant and equipment was overstated as a result of the improper continued capitalization of carrying values of assets committed to demolition in connection with the conversion of certain facilities from digital asset mining operations to high-performance computing colocation infrastructure, which impacted the Company’s previously issued consolidated financial statements as of and for the year ended December 31, 2024, as well as the condensed consolidated financial statements as of and for the three and six months ended June 30, 2024, the three and nine months ended September 30, 2024, the three months ended March 31, 2025, the three and six months ended June 30, 2025, and the three and nine months ended September 30, 2025. Specifically, the carrying values of assets committed to demolition were improperly capitalized rather than being written down to fair value through the recognition of impairment charges in the periods in which the commitment to demolish was made.
The Company assessed the materiality of the errors, individually and in the aggregate, and concluded that the errors were material to the previously issued consolidated financial statements and condensed consolidated financial statements set forth above and such previously issued financial statements should no longer be relied upon. As a result, the Company is restating herein its previously issued condensed consolidated financial statements as of and for the three and six months ended June 30, 2025.
The cumulative impact of the errors on the condensed consolidated balance sheet as of June 30, 2025 resulted in an overstatement of property, plant and equipment, net of approximately $ 127.3 million and a corresponding understatement of accumulated deficit of the same amount. The impact on the condensed consolidated statements of operations for the six months ended June 30, 2025 was an understatement of selling, general and administrative expense of approximately $ 4.4 million. The restatement had no impact on total net cash flows; however, the correction resulted in a reclassification from capital expenditures within investing activities to operating activities. The restatement had no impact on revenue, cost of revenue, or income tax expense. There was no income tax expense effect as the Company maintains a full valuation allowance against its net deferred tax assets.
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Core Scientific, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
The following tables present the impact of the restatement on the affected line items of the Company’s previously issued condensed consolidated financial statements (in thousands, except per share amounts):
Condensed Consolidated Balance Sheets
June 30, 2025 (Unaudited)
As Reported
Adjustment
As Restated
Assets
Property, plant and equipment, net $ 828,603 $ ( 127,311 ) $ 701,292
Total Assets 1,978,052 ( 127,311 ) 1,850,741
Liabilities and Stockholders’ Deficit
Stockholders’ Deficit:
Accumulated deficit ( 4,091,324 ) ( 127,311 ) ( 4,218,635 )
Total Stockholders’ Deficit ( 1,064,676 ) ( 127,311 ) ( 1,191,987 )
Total Liabilities and Stockholders’ Deficit $ 1,978,052 $ ( 127,311 ) $ 1,850,741
Condensed Consolidated Statements of Operations
For the Six Months Ended June 30, 2025
As Reported
Adjustment
As Restated
(Unaudited)
(Unaudited)
Selling, general and administrative
$ 97,055 $ 4,442 $ 101,497
Operating loss
( 68,880 ) ( 4,442 ) ( 73,322 )
Loss before income taxes
( 355,743 ) ( 4,442 ) ( 360,185 )
Net loss
$ ( 356,106 ) $ ( 4,442 ) $ ( 360,548 )
Net loss per share, basic and diluted
$ ( 0.21 ) $ ( 0.02 ) $ ( 0.23 )
Condensed Consolidated Statements of Cash Flows
For the Six Months Ended June 30, 2025
As Reported
Adjustment
As Restated
(Unaudited)
(Unaudited)
Cash flows from Operating Activities:
Net loss
( 356,106 ) ( 4,442 ) ( 360,548 )
Net cash (used in) provided by operating activities $ ( 6,599 ) $ ( 4,442 ) ( 11,041 )
Cash flows from Investing Activities:
Purchases of property, plant and equipment
( 209,701 ) 4,442 ( 205,259 )
Net cash used in investing activities $ ( 213,066 ) $ 4,442 ( 208,624 )
Condensed Consolidated Statements of Stockholders’ Deficit
The impact of the restatement on the Company’s condensed consolidated statements of stockholders’ deficit is limited to the effect on accumulated deficit, as reflected in the condensed consolidated balance sheet table above. There was no impact to additional paid-in capital, common stock, or any other component of stockholders’ deficit.
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Core Scientific, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
4. PROPERTY, PLANT, AND EQUIPMENT
Property, plant and equipment, net as of June 30, 2025 and December 31, 2024 consist of the following (in thousands):
June 30, 2025 (As Restated)
December 31, 2024 Estimated Useful Lives
Land and improvements 1
$ 21,728 $ 17,215 20 years
Building and improvements
177,446 186,267 10 to 39 years
Mining and network equipment
395,440 413,296 3 to 5 years
Electrical equipment 2
70,778 74,077 15 years
Other property, plant and equipment
2,965 2,764 5 to 7 years
Total
668,357 693,619
Less: accumulated depreciation and amortization 3
389,239 372,112
Total
279,118 321,507
Add: Construction in progress
422,174 111,966
Property, plant and equipment, net
$ 701,292 $ 433,473
1 Estimated useful life of improvements. Land is not depreciated.
2 Includes finance lease assets of $ 7.9 million and $ 8.5 million at June 30, 2025 and December 31, 2024, respectively.
3 Includes accumulated amortization for assets under finance leases of $ 2.9 million and $ 3.0 million at June 30, 2025 and December 31, 2024, respectively.
Depreciation expense, including amortization of finance lease assets, for the three months ended June 30, 2025 and 2024, was $ 18.6 million and $ 29.3 million, respectively, and for the six months ended June 30, 2025 and 2024, was $ 38.1 million and $ 58.1 million, respectively.
5. BALANCE SHEET COMPONENTS
Customer funding receivable and other current assets as of June 30, 2025 and December 31, 2024 consisted of the following (in thousands):
June 30, 2025
December 31, 2024
Customer funding receivable
$ 230,672 $ 7,442
Other
19,971 35,647
Total customer funding receivable and other current assets
$ 250,643 $ 43,089
Customer funding receivable represents amounts due from our customer for construction related payables and accrued expenses incurred on their behalf. The Company collects these amounts from the customer prior to payment to vendors. As of June 30, 2025, approximately $ 150.1 million of the related obligations were included in accounts payable and approximately $ 80.6 million were included in accrued expenses.
Accrued expenses as of June 30, 2025 and December 31, 2024 consisted of the following (in thousands):
June 30, 2025
December 31, 2024
Accrued customer funded construction
$ 80,618 $ —
Accrued capital expenditures 67,643 12,106
Other
32,380 52,564
Total accrued expenses
$ 180,641 $ 64,670
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Core Scientific, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
6. LEASES
Lessee Accounting
The components of operating and finance leases are presented on the Company’s condensed consolidated balance Sseets as follows (in thousands):
Financial statement line item June 30, 2025 December 31, 2024
Assets:
Operating lease right-of-use assets Operating lease right-of-use assets $ 108,584 114,472
Finance lease right-of-use assets Property, plant and equipment, net $ 5,019 5,873
Liabilities:
Operating lease liabilities,
current portion Other current liabilities
$ 10,438 9,974
Operating lease liabilities, net
of current portion Other noncurrent liabilities
$ 92,229 97,843
Finance lease liabilities, current portion Other current liabilities $ 547 1,669
The components of lease expense were as follows (in thousands):
Three Months Ended June 30,
Financial statement line item 2025 2024
Operating lease expense Cost of Colocation services $ 3,402 $ 3,096
Operating lease expense Cost of digital asset self-mining
76 99
Operating lease expense Cost of digital asset hosted mining services
8 27
Operating lease expense Selling, general and administrative expenses
1,218 1,265
Short-term lease expense Cost of digital asset self-mining
339 75
Variable lease expense
Cost of Colocation services 304 —
Finance lease expense:
Amortization of right-of-use assets Cost of digital asset self-mining
170 315
Interest on lease liabilities Interest expense, net 30 119
Total finance lease expense 200 434
Total lease expense $ 5,547 $ 4,996
Six Months Ended June 30,
Financial statement line item 2025 2024
Operating lease expense Cost of Colocation services $ 6,809 $ 3,096
Operating lease expense Cost of digital asset self-mining
160 197
Operating lease expense Cost of digital asset hosted mining services
14 56
Operating lease expense Selling, general and administrative expenses
2,425 2,540
Short-term lease expense Cost of digital asset self-mining
625 193
Variable lease expense
Cost of Colocation services 573 —
Finance lease expense:
Amortization of right-of-use assets Cost of digital asset self-mining
396 649
Interest on lease liabilities Interest expense, net 79 1,040
Total finance lease expense 475 1,689
Total lease expense $ 11,081 $ 7,771
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Core Scientific, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
Information relating to the lease term and discount rate is as follows:
June 30, 2025 June 30, 2024
Weighted Average Remaining Lease Term (Years)
Operating leases 8.1 6.9
Finance leases 0.2 1.1
Weighted Average Discount Rate
Operating leases 8.5 % 9.3 %
Finance leases 12.7 % 12.4 %
Information relating to lease payments is as follows (in thousands):
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Lease Payments
Operating cash flows from operating leases $ 4,495 $ 1,651 $ 7,547 $ 1,720
Operating cash flows from finance leases $ 31 $ 119 $ 71 $ 1,729
Financing cash flows from finance leases $ 615 $ 912 $ 1,125 $ 4,466
Supplemental Noncash Information
Operating lease right-of-use assets obtained in exchange for lease obligations $ 109 $ — $ 109 $ —
Decrease in operating right-of-use assets due to lease modification
$ — $ — $ ( 593 ) $ —
The Company’s minimum payments under noncancelable operating and finance leases having initial terms and bargain renewal periods in excess of one year are as follows at June 30, 2025, and thereafter (in thousands):
Operating Leases
Finance Leases
Remaining 2025
$ 9,168 $ 558
2026 19,031 —
2027 19,454 —
2028 19,890 —
2029 20,369 —
Thereafter 54,309 —
Total lease payments 142,221 558
Less: imputed interest 39,553 11
Total $ 102,668 $ 547
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Core Scientific, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
Lessor Accounting
We generate revenue by leasing property to a customer under licensing agreements. The manner in which we recognize these transactions in our financial statements is described in Note 2 — Summary of Significant Accounting Policies, Revenue Recognition — Colocation Revenue .
The components of lease revenue were as follows (in thousands):
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Lease Revenue
Operating lease revenue
$ 7,010 $ 3,818 $ 13,005 $ 3,818
Variable lease revenue
3,550 1,701 6,128 1,701
Total lease revenue $ 10,560 $ 5,519 $ 19,133 $ 5,519
The following table represents the maturity analysis of commenced minimum operating lease payments expected to be received at June 30, 2025, and thereafter (in thousands):
Operating Leases (1)
Remaining 2025
$ 12,109
2026 28,836
2027 30,013
2028 35,874
2029 37,003
Thereafter 125,947
Total $ 269,782
(1) Operating lease payments expected to be received excludes $ 9.83 billion in total future noncancellable minimum lease payments for operating leases that have not yet commenced at June 30, 2025, which have initial lease terms of 12 years from commencement.
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Core Scientific, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
7. CONVERTIBLE AND OTHER NOTES PAYABLE
Notes payable as of June 30, 2025 and December 31, 2024, consists of the following (in thousands):
Stated Interest Rate
Effective Interest Rates
Maturities June 30, 2025 December 31, 2024
Convertible Notes:
2031 Convertible Notes — % 0.4 % 2031 625,000 625,000
2029 Convertible Notes 3.0 % 3.7 % 2029 460,000 460,000
Equipment and Settlement:
Bremer loan 5.5 % 5.5 % 2027 — 10,669
Didado note 5.0 % 15.0 % 2027 — 8,964
HMC note 5.0 % 15.0 % 2026 — 9,042
Harper note 5.0 % 15.0 % 2026 — 3,119
Trilogy note 5.0 % 15.0 % 2026 — 2,107
Other:
ACM note — % 15.0 % 2025 1,550 3,023
Other 7.1 % - 7.7 %
7.1 % - 7.7 %
2025 — 129
Notes payable
1,086,550 1,122,053
Less: Unamortized discounts
27,304 31,773
Total notes payable, net 1,059,246 1,090,280
Less: current portion
1,550 16,290
Convertible and other notes payable, net of current portion
$ 1,057,696 $ 1,073,990
During the three months ended June 30, 2025, the Company fully repaid five higher-interest debt facilities, including the Bremer loan, Didado note, HMC note, Harper note, and Trilogy note, totaling approximately $ 26.6 million in principal. The repayment resulted in a $ 1.4 million loss on debt extinguishment.
Interest expense on the 2029 Convertible Notes and 2031 Convertible Notes (together “Convertible Notes”) was as follows (in thousands):
Three Months Ended June 30, 2025 Six Months Ended June 30, 2025
Coupon interest
$ 3,450 $ 6,900
Amortization of debt discount and issuance costs
1,304 2,601
Total
$ 4,754 $ 9,501
Maturities on convertible and other notes payable, gross of unamortized discounts, are as follows (in thousands):
Convertible Notes Other Notes Payable
Remaining 2025
$ — $ 1,550
2026
— —
2027
— —
2028
— —
2029
460,000 —
Thereafter
625,000 —
Total
$ 1,085,000 $ 1,550
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Core Scientific, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
8. WARRANT LIABILITIES
Warrant Agreement
On January 23, 2024, the Company entered into a warrant agreement (the “Warrant Agreement”) providing for the issuance of 98,313,313 warrants, each exercisable for one share of New Common Stock at an exercise price of $ 6.81 per share (the “Tranche 1 Warrants”), and 81,927,898 warrants, each exercisable for one share of New Common Stock at an exercise price of $ 0.01 per share (the “Tranche 2 Warrants” and, together with the Tranche 1 Warrants, the “Warrants”). The Tranche 1 Warrants expire on January 23, 2027, and the Tranche 2 Warrants expire on January 23, 2029.
During the three and six months ended June 30, 2025, 0.1 million and 0.1 million Tranche 1 Warrants were exercised, respectively, which resulted in cash receipts of $ 0.3 million and $ 0.6 million. As of June 30, 2025, there were 97.5 million unexercised Tranche 1 Warrants.
During the three and six months ended June 30, 2025, 2.5 million and 5.9 million Tranche 2 Warrants were exercised, respectively, which resulted in immaterial cash receipts. As of June 30, 2025, there were 15.1 million unexercised Tranche 2 Warrants.
9. FAIR VALUE MEASUREMENTS
Recurring Fair Value Measurements
During the three and six months ended June 30, 2025, a decrease in fair value of contingent value rights of $ 13.7 million and $ 0.9 million, respectively, was included in Change in fair value of warrant and contingent value rights on the Company’s condensed consolidated statements of operations.
During the three and six months ended June 30, 2025, an increase in fair value of Warrants of $ 923.7 million and $ 289.4 million, respectively, was included in Change in fair value of warrant and contingent value rights on the Company’s condensed consolidated statements of operations.
The following presents the levels of the fair value hierarchy for the Company's assets and liabilities measured at fair value on a recurring basis as of June 30, 2025 (in thousands):
Fair Value Hierarchy
Level 1 Level 2 Level 3 Fair value
Assets:
Cash and cash equivalents
Money market funds
$ 576,361 $ — $ — $ 576,361
Digital assets 172,772 — — 172,772
Total assets measured at fair value on a recurring basis
$ 749,133 $ — $ — $ 749,133
Liabilities:
Contingent value rights 1
$ 3,366 $ — $ — $ 3,366
Warrants 1,316,690 — — 1,316,690
Total liabilities measured at fair value on a recurring basis $ 1,320,056 $ — $ — $ 1,320,056
1 The fair value of contingent value rights is included within other current liabilities and other noncurrent liabilities on the condensed consolidated balance sheets, based on the expected timing of settlement.
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Core Scientific, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
The following presents the levels of the fair value hierarchy for the Company's assets and liabilities measured at fair value on a recurring basis as of December 31, 2024 (in thousands):
Fair Value Hierarchy
Level 1 Level 2 Level 3 Fair value
Assets:
Cash and cash equivalents
Money market funds
$ 832,213 $ — $ — $ 832,213
Digital assets 23,893 — — 23,893
Total assets measured at fair value on a recurring basis
$ 856,106 $ — $ — $ 856,106
Liabilities:
Contingent value rights 1
$ 4,272 $ — $ — $ 4,272
Warrants 1,097,285 — — 1,097,285
Total liabilities measured at fair value on a recurring basis $ 1,101,557 $ — $ — $ 1,101,557
1 The fair value of contingent value rights is included within other current liabilities and other noncurrent liabilities on the condensed consolidated balance sheets, based on the expected timing of settlement.
Financial Instruments Not Carried at Fair Value
The Convertible Notes are recorded at amortized cost in the condensed consolidated balance sheets. The fair value is disclosed for informational purposes only in accordance with ASC 825-10, Financial Instruments, and is determined using trading activity in over-the-counter markets. The following tables present the carrying amounts and estimated fair values of the Convertible Notes as of June 30, 2025 and December 31, 2024 (in thousands):
June 30, 2025
Carrying Amount
Fair Value Fair Value Hierarchy
3.00 % Convertible Senior Notes due 2029
$ 460,000 $ 795,101 Level 1
0.00 % Convertible Senior Notes due 2031
$ 625,000 $ 679,666 Level 1
December 31, 2024
Carrying Amount
Fair Value
Fair Value Hierarchy
3.00 % Convertible Senior Notes due 2029
$ 460,000 $ 703,100 Level 1
0.00 % Convertible Senior Notes due 2031
$ 625,000 $ 615,800 Level 1
Nonrecurring Fair Value Measurements
The Company’s non-financial assets, including property, plant and equipment, are measured at estimated fair value on a nonrecurring basis and are adjusted only upon impairment or when held for sale. During the six months ended June 30, 2025, the Company did not recognize any impairment or other fair value adjustments related to non-financial assets measured at fair value on a nonrecurring basis.
No non-financial assets were classified as Level 3 as of June 30, 2025 or December 31, 2024.
The Company’s financial instruments, that are not subject to recurring fair value measurements, include cash and cash equivalents (other than money market funds), restricted cash, accounts receivable, accounts payable, leases, notes payable and certain accrued expenses and other liabilities. Except for the 2029 Convertible Notes and 2031 Convertible Notes, the carrying amount of these financial instruments materially approximate their fair values.
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Core Scientific, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
10. COMMITMENTS AND CONTINGENCIES
Commitments
As of June 30, 2025, the Company was contractually committed for and on behalf of our high-density colocation customer for approximately $ 1.71 billion of capital expenditures, primarily related to infrastructure modifications, equipment procurement, and labor associated with the conversion of a significant portion of our data centers to deliver high-density colocation services to customers. Of this amount, $ 1.26 billion will be passed through to the Company’s customer as invoiced and $ 427.9 million will be funded by the customer as prepaid base license fees for the Colocation segment. These capital expenditures are expected to occur within the next 12 to 24 months.
Legal Proceedings
The Company is subject to legal proceedings arising in the ordinary course of business. The Company accrues losses for a legal proceeding when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. However, the uncertainties inherent in legal proceedings make it difficult to reasonably estimate the costs and effects of resolving these matters. Accordingly, actual costs incurred may differ materially from amounts accrued and could materially adversely affect the Company’s business, cash flows, results of operations, financial condition and prospects. Unless otherwise indicated, the Company is unable to estimate reasonably possible losses in excess of any amounts accrued.
Purported Shareholder Class Action (“Pang”)
On November 14, 2022, Plaintiff Mei Pang filed a purported class-action complaint against Core Scientific, Inc., its former chief executive officer, Michael Levitt, and others in the United States District Court, Western District (Austin) of Texas asserting that the Company violated the Securities Act and Exchange Act by allegedly failing to disclose to investors that among other things the Company was vulnerable to litigation given its decision to pass power costs to its customers, that certain clients had breached their contracts, and that this impacted the Company’s profitability and ability to continue as a going concern. The complaint seeks monetary damages. Core filed a notice of suggestion of bankruptcy stating that its petition for bankruptcy—filed on December 21, 2022—operates as a stay to the continuation of this matter. Plaintiff subsequently withdrew its claims against Core. A lead plaintiff was appointed in April 2023 and proofs of claim were filed in the Company’s Chapter 11 Cases. After the Company filed its motion to dismiss and a subsequent motion for consideration with respect to remaining claims not dismissed, all remaining claims in the complaint against the individual defendants were subsequently dismissed without prejudice in April 2024.
On December 7, 2023, the United States Bankruptcy Court for the Southern District of Texas in Houston, sustained the Company’s objection to the filed class proof of claim without prejudice to re-file a proof of claim on an individual basis by December 20, 2023; and denied plaintiff’s Motion for Class Treatment under Fed. R. Bankr. P. 7023. No individual proof of claim was filed by any of the class representatives of the purported class action by December 20, 2023, and a separately filed objection to confirmation of Debtors’ Fourth Amended Chapter 11 Plan and Disclosure Statement was overruled by the Bankruptcy Court on January 16, 2024. On January 29, 2024, plaintiff filed a notice of appeal of the order confirming the Company’s Plan of Reorganization.
On June 7, 2024, Plaintiff refiled its complaint asserting that the individual defendants violated the Securities Exchange Act by allegedly failing to disclose to investors that among other things the Company failed to disclose known trends or uncertainties that would have an impact on the Company’s financial performance. The Company’s motion to dismiss the refiled complaint is pending with the United States District Court in Austin, Texas.
On March 7, 2025, the United States District Court for the Western District (Austin) of Texas referred Plaintiff's complaint to the United States Bankruptcy Court for the Southern District of Texas in Houston for determination of the issues raised by the Company's motion to dismiss, dismissed without prejudice Company's motion to dismiss as moot and administratively closed the case. On March 19, 2025, the United States Bankruptcy Court Southern District of Texas Houston Division dismissed Plaintiff's appeal of the order confirming the Company's Plan of Reorganization as it related to the Plaintiffs as moot in light of the administrative closure of the securities case brought by the Plaintiffs in the United States District Court Western District of Texas. On April 2, 2025, the Plaintiff's filed a Motion for Reconsideration of the orders entered in each of the United States District Court for the Southern District of Texas Houston Division and the United States District Court for the Western District of Texas (Austin) and the Company filed its motions opposing each of Plaintiff’s motions for reconsideration.
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Core Scientific, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
Purported Shareholder Class Action (“Ihle”)
On July 24, 2023, Plaintiff Brad Ihle filed a purported class action complaint against certain officers and directors of Power & Digital Infrastructure Acquisition Corp. (the former name of the current corporate entity operating our business, or “XPDI”) and XMS Sponsor LLC et al, in the Court of Chancery State of Delaware. The complaint alleges breach of fiduciary duties arising out of the merger of XPDI and the entity that conducted our business operations prior to the merger (“Legacy Core”) and the marketing and solicitation of shareholders pursuant to that merger agreement dated July 20, 2021. Certain of the defendants have notified the Company of their intention to seek defense and indemnification in this matter pursuant to Delaware law and the Company’s bylaws.
Employment Claim
On September 30, 2022, Harlin Dean, a former executive of Blockcap, Inc. (n/k/a Core Scientific Acquired Mining, LLC) sent a demand letter to the Company, seeking approximately $ 9.8 million. Along with the demand letter, Mr. Dean enclosed a complaint that had been filed in the 419 th Judicial District Court, Travis County, Texas, which asserted the following causes of action: (1) breach of employment agreement; (2) quantum meruit; (3) promissory estoppel; (4) conversion; (5) declaratory relief; (6) equitable relief/specific performance; (7) imposition of constructive trust; (8) accounting; and (9) attorneys’ fees and costs. According to Mr. Dean, the Company failed to honor the terms of his employment agreement upon his resignation.
Following the Company’s filing of the Chapter 11 Cases, Mr. Dean filed proofs of claim in the Chapter 11 Cases alleging the Company breached Mr. Dean’s employment agreement and various equity award agreements. Mr. Dean seeks a total recovery of approximately $ 8 million. The Debtors filed an objection to Mr. Dean’s proofs of claim on September 19, 2023. Mr. Dean filed a reply in support of his claim and moved for summary judgment on October 19. As a general unsecured creditor under the Plan of Reorganization, any amount determined to be owed to plaintiff will be paid in common shares of the Company as provided in the Plan of Reorganization.
On January 24, 2025, the Company and Mr. Dean resolved Mr. Dean's proofs of claim and filed with the Bankruptcy Court a Stipulation and Agreed Order providing for an Allowed General Unsecured Claim, payable pursuant to the Plan of Reorganization in 561,866 shares of New Common Stock issued by the Company to Mr. Dean from the New Common Stock reserved for disputed claims as described in Note 12 — Stockholders’ Deficit to our consolidated financial statements in Item 8 of Part II of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and do not represent a new issuance of shares.
Contract Claims
GEM Mining 1, LLC, GEM Mining 2, LLC, GEM Mining 2B, LLC, and GEM Mining 4, LLC (together “GEM”) have filed proofs of claim in the Chapter 11 Cases alleging the Company breached its hosting agreements with GEM and are seeking to recover approximately $ 4.1 million. The Debtors filed an initial objection to GEM’s proofs of claim on May 4, 2023, and filed a supplemental objection on May 6, 2023. GEM filed a response in opposition to Debtors’ objections on September 6, 2023. Additionally, GEM 1 and GEM 4 filed proofs of claim in the Chapter 11 Case asserting approximately $ 8 million in rejection damages. The Debtors are currently preparing an objection to these claims along with a reply to GEM’s response to the Debtors’ earlier filed objections. As a general unsecured creditor under the Plan of Reorganization, any amount determined to be owed to plaintiff will be paid in common shares of the Company as provided in the Plan of Reorganization.
On January 28, 2025, the Company resolved GEM’s proofs of claim and filed with the Bankruptcy Court a Stipulation and Agreed Order providing for an Allowed General Unsecured Claim, payable pursuant to the Plan of Reorganization in 817,775 shares of New Common Stock issued by the Company to GEM from the New Common Stock reserved for disputed claims as described in Note 12 — Stockholders’ Deficit to our consolidated financial statements in Item 8 of Part II of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and do not represent a new issuance of shares.
Patent Infringement Claim
Malikie Innovations Ltd and Key Patents Innovations Ltd., filed suit in the United States District Court Eastern District of Texas Marshall Division against Core Scientific, Inc. (the “Company”) alleging infringement in the Company’s bitcoin mining business of U.S. Patent Nos. 8,788,827 (the “’827 Patent”); 10,284,370 (the “’370 Patent”); 8,666,062 (the ’062 Patent”); 7,372,960 (the “’960 patent”); and 8,532,286 (the “’286 Patent”). On July 20, 2025 the Company filed a motion to dismiss the claims on the basis that the patents are invalid under 35 U.S.C §101 and on July 25, 2025 the Company filed a motion to transfer the case to the United States District Court for the Western District of Texas (Austin).
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Core Scientific, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
As of June 30, 2025 and December 31, 2024, there were no other material loss contingency accruals for legal matters.
Leases —See Note 6 — Leases for additional information.
11. INCOME TAXES
Current income tax expense represents the amount expected to be reported on the Company’s income tax returns, and deferred tax expense or benefit represents the change in net deferred tax assets and liabilities. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities as measured by the enacted tax rates that will be in effect when these differences reverse. Valuation allowances are recorded as appropriate to reduce deferred tax assets to the amount considered likely to be realized.
On July 4, 2025, H.R. 1, the “One Big Beautiful Bill Act” was signed into law. In accordance with U.S. GAAP, the Company will account for the tax effects of changes in tax law in the period of enactment, which is the third quarter of calendar year 2025. The Company is currently in the process of analyzing the tax impacts of the law change, but we do not expect a material impact to our financial statements.
The income tax expense and effective income tax rate for the three and six months ended June 30, 2025 and 2024 were as follows:
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
(in thousands, except percentages)
Income tax expense $ 158 $ 144 $ 363 $ 350
Effective income tax rate
— % — % ( 0.1 ) % ( 0.1 ) %
For the three and six months ended June 30, 2025, the Company recorded $ 0.2 million and $ 0.4 million, respectively, of income tax expense which consisted of discrete state taxes. The Company's estimated annual effective income tax rate without consideration of discrete items is 0.0 %, compared to the U.S. federal statutory rate of 21.0% due to projected changes in the valuation allowance ( 4.9 )%, state taxes 0.1 %, non-deductible loss on warrant and contingent liabilities ( 15.0 )% and other items ( 1.2 )%. The Company has a full valuation allowance on its net deferred tax asset as the evidence indicates that it is not more likely than not expected to realize such asset.
For the three and six months ended June 30, 2024, the Company recorded $ 0.1 million and $ 0.4 million, respectively, of income tax expense which consisted of discrete state taxes. The Company's estimated annual effective income tax rate without consideration of discrete items was 0.0 %, compared to the U.S. federal statutory rate of 21.0% due to projected changes in the valuation allowance 3.2 %, state taxes 0.1 %, non-deductible loss on warrant and contingent liabilities ( 23.7 )% and other items ( 0.5 )%. The Company has a full valuation allowance on its net deferred tax asset as the evidence indicates that it is not more likely than not expected to realize such asset.
12. STOCK-BASED COMPENSATION
Incentive Plan
The Company adopted an equity-based management incentive plan on April 26, 2024 (the “Incentive Plan”), which was amended and restated on May 12, 2025 to increase the number of shares authorized for issuance from 40,000,000 to 48,000,000 . Under the Incentive Plan, certain executives have been granted market condition restricted stock units (“MSUs”) which are subject to the achievement of market-based share price goals and the executives’ continued service until the relevant vesting date. The number of shares which vest as of the end of each measurement period on each vesting date are conditioned on the highest 20 -day volume weighted average price of the Company's share price achieved during the tranche’s measurement vesting period since grant. The MSU vesting schedule is proportionate over a three-year service period where such proportions are identified as tranches with separate service conditions and measurement periods for the market conditions. If certain market-based share price goals are not met during certain tranche measurement periods, the ability to satisfy such goals apply in subsequent measurement periods and permit vesting if such market conditions are then met (and the service conditions are then satisfied). The following table presents additional information relating to each MSU award:
29
Core Scientific, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
Share Price Goal
Incremental Units
Tranche Cumulative Units
December 31, 2025 Vesting:
$ 3.14 144,041 144,041
$ 5.00 144,041 288,082
$ 8.00 144,041 432,123
$ 10.00 144,041 576,164
$ 12.00 144,041 720,205
$ 14.00 144,041 864,246
December 31, 2026 Vesting:
$ 3.14 142,050 142,050
$ 5.00 142,050 284,100
$ 8.00 142,050 426,150
$ 10.00 142,050 568,200
$ 12.00 142,050 710,250
$ 14.00 142,050 852,300
Performance Share Units
In April 2025, the Company granted PSUs to certain executive officers under the Incentive Plan. The PSUs are eligible to vest in three equal installments on April 15, 2026, March 15, 2027, and March 15, 2028, subject to satisfaction of the service condition and the achievement of three separate market or performance conditions during the respective performance measurement period (for a total of nine tranches). The performance measurement period is generally the calendar year preceding each vesting date. The number of shares earned at each vesting date range from 0 % to 300 % of target based on measures of satisfaction of the market or performance condition for each tranche. Market conditions include RTSR metric, which is a measure of the performance of the Company’s own stock relative to the Russell 2000. Performance conditions include aggregate energized MW growth and colocation customer acquisition targets.
The grant date fair value PSU tranches with RTSR market conditions were estimated using a Monte Carlo simulation model. The following assumptions were used to determine the grant date fair value:
Three Months Ended June 30, 2025
Expected term of awards in years
0.7 - 1.0
Expected volatility
96 %
Risk-free interest rate
3.76 % - 4.11 %
Expected dividend yield
0 %
30
Core Scientific, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
Stock-Based Compensation
A summary of RSU and MSU activity for the six months ended June 30, 2025, is as follows (amounts in thousands, except per share amounts):
Restricted Stock Units
Market Condition Restricted Stock Units Performance & Market Condition Restricted Stock Units
Number of
Shares Weighted-Average
Grant Date Fair
Value Number of
Shares Weighted-Average
Grant Date Fair
Value Number of
Shares Weighted-Average
Grant Date Fair
Value
Unvested - December 31, 2024
18,341 $ 7.68 1,728 $ 6.11 — $ —
Granted
4,115 10.12 — — 6,255 11.14
Vested
( 4,479 ) 7.91 — — — —
Forfeited
( 744 ) 6.55 ( 12 ) 3.99 — —
Unvested - June 30, 2025
17,233 $ 8.20 1,716 $ 6.13 6,255 $ 11.14
As of June 30, 2025, unrecognized compensation cost and the related weighted-average period over which the cost is expected to be recognized for each award type were as follows (in thousands):
Unrecognized Compensation Cost
Weighted-Average Recognition Period (Years)
RSUs $ 115,323 2.3 years
PSUs
50,261 2.8 years
MSUs
4,693 1.5 years
Total
$ 170,277
Stock-based compensation expense for the three and six months ended June 30, 2025 and 2024, is included in the Company’s condensed consolidated statements of operations as follows (in thousands):
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Cost of revenue $ 941 $ 2,199 $ 2,323 $ 3,158
Selling, general and administrative 23,229 6,295 38,032 4,276
Stock-based compensation expense, net of amounts capitalized 1
24,170 8,494 40,355 7,434
Capitalized stock-based compensation 2
176 — 396 —
Total stock-based compensation cost
$ 24,346 $ 8,494 $ 40,751 $ 7,434
1 The six months ended June 30, 2025 includes $ 3.0 million of stock-based compensation expense as a result of accelerated vesting of outstanding RSUs for former board members.
2 Represents the amounts of stock-based compensation capitalized to property, plant, and equipment.
13. NET LOSS PER SHARE
Basic earnings per share (“EPS”) is measured as the income or loss available to common stockholders divided by the weighted average common shares outstanding for the period. Upon exercise of the Tranche 2 Warrants, shares are issuable for little or no consideration, sometimes referred to as “penny warrants”. Under ASC 260-10-45-13, those issuable shares are considered outstanding in the computation of basic EPS whether or not related warrants have been exercised. At June 30, 2025, approximately 15.6 million shares of common stock remain issuable upon the exercise of the Tranche 2 Warrants and are included in the number of outstanding shares used for the computation of basic EPS for the three and six months then ended. Additionally, the basic EPS numerator includes an adjustment to eliminate the changes in fair value that have been recognized in Net loss.
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Core Scientific, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
Diluted EPS includes and presents the dilutive effect on EPS from the potential issuance of shares from unvested restricted stock units, conversion of convertible securities, or the exercise of options and/or warrants. The potentially dilutive effect of convertible securities are calculated using the if-converted method. The potentially dilutive effect of options or warrants are computed using the treasury stock method. When potentially dilutive securities have an anti-dilutive effect (i.e., increase income per share or decrease loss per share), they are excluded from the diluted EPS calculation.
The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted net loss per share (in thousands, except per share amounts):
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 (As Restated)
2024
Numerator:
Net loss $ ( 936,799 ) $ ( 902,157 ) $ ( 360,548 ) $ ( 691,466 )
Add: Change in fair value of Tranche 2 Warrants
923,525 — 289,104 —
Basic and diluted net loss
$ ( 13,274 ) $ ( 902,157 ) $ ( 71,444 ) $ ( 691,466 )
Denominator:
Weighted average shares outstanding - basic and diluted
317,985 178,505 316,593 207,092
Net loss per share - basic and diluted
$ ( 0.04 ) $ ( 5.05 ) $ ( 0.23 ) $ ( 3.34 )
Pote ntially dilutive securities include securities excluded from the calculation of diluted EPS because to do so would be anti-dilutive. Shares which may be issued from potentially dilutive securities are as follows (in thousands):
Three and Six Months Ended
June 30, 2025 June 30, 2024
Convertible Notes 69,611 40,059
RSUs, PSUs, and MSUs
25,204 18,778
Stock options
344 369
Tranche 1 Warrants
97,542 98,259
Total shares issuable from potentially dilutive securities
192,701 157,465
14. SEGMENT REPORTING
The Company’s operating segments are aggregated into reportable segments only if they exhibit similar economic characteristics and have similar business activities.
The Company has three operating segments: “Digital Asset Self-Mining”, consisting of performing digital asset mining for its own account; “Digital Asset Hosted Mining”, consisting of providing hosting services to third-parties for digital asset mining; and “Colocation”, consisting of providing high-density colocation services to third parties for GPU-based HPC operations. The Company’s Colocation operations met the criteria to be considered a new segment during the second quarter of 2024. During fiscal year 2024, our “Colocation” segment was referred to as “HPC Hosting.” The Digital Asset Self-Mining segment generates revenue from operating owned digital infrastructure and computer equipment as part of a pool of users that process transactions conducted on one or more blockchain networks. In exchange for these services, the Company receives digital assets. The Digital Asset Hosted Mining business generates revenue through the sale of consumption-based contracts for its digital asset hosted mining services which are recurring in nature. The Colocation operation generates revenue through licensing agreements and orders with licensees that include fixed and variable payments on a recurring basis.
The Company’s Chief Executive Officer is the chief operating decision maker (“CODM”). The CODM uses gross profit to evaluate performance and allocate resources. Gross profit is used to evaluate actual results against expectations, which are based on comparable prior results, current budget, and current forecast. Gross profit is also used in deciding how profits and cash flows will be reinvested or otherwise deployed. The CODM does not evaluate performance or allocate resources based on segment asset or liability information; accordingly, the Company has not presented a measure of assets by segment. The segments’ accounting policies are the
32
Core Scientific, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
same as those described in the summary of significant accounting policies. The Company excludes certain operating expenses and other expenses from the allocations to operating segments.
33
Core Scientific, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
The following table presents revenue and gross profit by reportable segment for the periods presented (in thousands):
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Digital Asset Self-Mining Segment
(in thousands, except percentages)
Digital asset self-mining revenue
$ 62,424 $ 110,743 $ 129,603 $ 260,702
Cost of digital asset self-mining:
Power fees 30,720 41,174 61,039 86,157
Depreciation expense 18,058 28,174 37,317 55,652
Employee compensation 8,272 6,038 15,607 10,718
Facility operations expense 2,089 3,231 5,369 6,181
Other segment items 450 1,384 1,427 2,857
Total cost of digital asset self-mining 59,589 80,001 120,759 161,565
Digital Asset Self-Mining gross profit
$ 2,835 $ 30,742 $ 8,844 $ 99,137
Digital Asset Self-Mining gross margin 5 % 28 % 7 % 38 %
Digital Asset Hosted Mining Segment
Digital asset hosted mining revenue from customers $ 5,644 $ 24,840 $ 9,417 $ 54,172
Cost of digital asset hosted mining services:
Power fees 3,208 11,301 4,574 24,795
Depreciation expense 334 1,041 479 2,311
Employee compensation 779 1,640 1,110 3,044
Facility operations expense 220 880 368 1,765
Other segment items 43 2,531 89 5,559
Total cost of digital asset hosted mining services 4,584 17,393 6,620 37,474
Digital Asset Hosted Mining gross profit
$ 1,060 $ 7,447 $ 2,797 $ 16,698
Digital Asset Hosted Mining gross margin 19 % 30 % 30 % 31 %
Colocation Segment
Colocation revenue:
License fees
$ 7,010 $ 3,818 $ 13,005 $ 3,818
Maintenance and other
86 38 78 38
Licensing revenue
7,096 3,856 13,083 3,856
Power fees passed through to customer
3,464 1,663 6,050 1,663
Total Colocation revenue
10,560 5,519 19,133 5,519
Cost of Colocation services:
Depreciation expense 104 14 171 14
Employee compensation
1,148 78 2,442 78
Facility operations expense 4,336 3,101 8,187 3,101
Other segment items 378 35 686 35
Cost of licensing revenue
5,966 3,228 11,486 3,228
Power fees passed through to customer
3,464 1,663 6,050 1,663
Total cost of Colocation services
9,430 4,891 17,536 4,891
Colocation gross profit
$ 1,130 $ 628 $ 1,597 $ 628
Colocation licensing gross margin
16 % 16 % 12 % 16 %
Colocation gross margin
11 % 11 % 8 % 11 %
Consolidated
Consolidated total revenue $ 78,628 $ 141,102 $ 158,153 $ 320,393
Consolidated cost of revenue
$ 73,603 $ 102,285 $ 144,915 $ 203,930
Consolidated gross profit
$ 5,025 $ 38,817 $ 13,238 $ 116,463
Consolidated gross margin 6 % 28 % 8 % 36 %
34
Core Scientific, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
A reconciliation of the reportable segment gross profit to loss before income taxes included in the Company’s condensed c onsolidated statements of operations for the three and six months ended June 30, 2025 and 2024, is as follows (in thousands):
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 (As Restated)
2024
Reportable segment gross profit
$ 5,025 $ 38,817 $ 13,238 $ 116,463
(Increase) decrease in fair value of digital assets ( 29,797 ) 584 ( 19,109 ) 41
Decrease in fair value of energy derivatives
— 539 — 2,757
Loss (gain) on disposal of property, plant and equipment
4,166 ( 268 ) 4,172 3,552
Impairment of property, plant and equipment
— 97,261 — 97,261
Selling, general and administrative
56,940 31,383 101,497 48,307
Operating loss ( 26,284 ) ( 90,682 ) ( 73,322 ) ( 35,455 )
Non-operating expense (income), net:
Loss on debt extinguishment
1,377 120 1,377 170
Interest (income) expense, net
( 1,185 ) 14,775 ( 3,372 ) 28,862
Change in fair value of warrants and contingent value rights 909,958 796,035 288,494 735,921
Reorganization items, net — — — ( 111,439 )
Other non-operating expense, net 207 401 364 2,147
Total non-operating expense, net
910,357 811,331 286,863 655,661
Loss before income taxes
$ ( 936,641 ) $ ( 902,013 ) $ ( 360,185 ) $ ( 691,116 )
Concentrations of Revenue and Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents. The Company places its cash and cash equivalents with major financial institutions, which management assesses to be of high credit quality, in order to limit the exposure to credit risk. As of June 30, 2025 and December 31, 2024, all of the Company’s fixed assets were located in the United States. For the three and six months ended June 30, 2025 and 2024, all of the Company’s revenue was generated in the United States. For the three and six months ended June 30, 2025, 79 % and 82 % of the Company’s total revenue was generated from digital asset mining of bitcoin from one customer. For the three and six months ended June 30, 2024, 78 % and 81 %, respectively, of the Company’s total revenue was generated from digital asset mining of bitcoin from one customer. As of June 30, 2025 and 2024, substantially all of our digital assets were held by one third-party digital asset service.
For the three and six months ended June 30, 2025, and 2024, the concentration of customers comprising 10% or more of the Company’s Digital Asset Self-Mining, Digital Asset Hosted Mining, and Colocation segment revenue were as follows:
Three Months Ended June 30, Three Months Ended June 30, Three Months Ended June 30,
2025
2024
2025
2024
2025
2024
Percent of Digital Asset Self-Mining segment revenue: Percent of Digital Asset Hosted Mining segment revenue: Percent of Colocation segment revenue:
Customer
F
N/A N/A 47 % 58 % N/A N/A
G
100 % 100 % N/A N/A N/A N/A
H N/A N/A N/A 25 % N/A N/A
J N/A N/A N/A N/A 100 % 100 %
L N/A N/A 53 % N/A N/A N/A
35
Core Scientific, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
Six Months Ended June 30, Six Months Ended June 30, Six Months Ended June 30,
2025
2024
2025
2024
2025
2024
Percent of Digital Asset Self-Mining segment revenue: Percent of Digital Asset Hosted Mining segment revenue: Percent of Colocation segment revenue:
Customer
F
N/A N/A 60 % 54 % N/A N/A
G
100 % 100 % N/A N/A N/A N/A
H N/A N/A N/A 25 % N/A N/A
J N/A N/A N/A N/A 100 % 100 %
L N/A N/A 32 % N/A N/A N/A
15. SUPPLEMENTAL CASH FLOW AND NONCASH INFORMATION
The following table presents supplemental cash flow and non-cash information for the periods presented (in thousands):
Six Months Ended June 30,
2025 2024
Supplemental disclosure of other cash flow information:
Cash paid for interest $ 8,386 $ 18,074
Income tax payments (refunds)
457 ( 1,288 )
Cash paid for reorganization items
$ — $ 53,835
Supplemental disclosure of noncash investing and financing activities:
Purchases of PP&E in accounts payable and accrued expense
$ 129,904 $ ( 10,997 )
Noncash exercise of warrants 19,559 —
Reclass of other current and non-current assets to plant, property, and equipment — 8,187
Reduction in plant, property, and equipment basis related to Bitmain purchase — ( 26,101 )
Decrease in right-of-use assets due to lease termination — ( 6,560 )
Increase in right-of-use assets due to lease commencement — 70,690
Increase in lease liability due to lease commencement — 69,577
Extinguishment of convertible notes upon emergence — ( 559,902 )
Extinguishment of accounts payable, accrued expenses, finance lease liability, and notes payable upon emergence — ( 321,773 )
Cancellation of common stock in connection with emergence — ( 37 )
Issuance of new common stock in connection with emergence — 296,891
Issuance of new common stock for Bitmain obligation — 27,839
Issuance of new common stock for the Equity Rights Offering backstop commitment — 5,475
Issuance of contingent value rights — 86,325
Issuance of warrants — 345,856
Issuance of New Secured Convertible Notes — 260,000
Issuance of Secured Notes, net of discount — 149,520
Issuance of Exit Credit Agreement including $ 1.2 million paid in kind upfront fee
— 41,200
Issuance of miner equipment lender facility loans — 52,947
Issuance of notes related to settlement
— 9,092
Cumulative effect of adoption of ASU 2023-08, Accounting for and Disclosure of Crypto Assets — 24
Issuance of new common stock for PIK interest on New Secured Convertible Notes
— 3,676
Issuance of new common stock for New Secured Convertible Notes conversion
$ — $ 26,390
36
Core Scientific, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
16. SUBSEQUENT EVENTS
On July 7, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with CoreWeave. Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, CoreWeave will acquire the Company in an all-stock transaction. Pursuant to the Merger Agreement, each outstanding share of the Company’s common stock at the Effective Time (as defined in the Merger Agreement) will be cancelled and converted into a number of fully paid and non-assessable shares of CoreWeave Class A common stock, equal to the exchange ratio of 0.1235 . The transaction is subject to the approval of the Company’s stockholders and customary closing conditions, including applicable regulatory approvals.
37
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.