Riot Platforms, Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. ​ ​ Report of Independent Registered Public Accounting Firm (PCAOB 00688); Marcum LLP, Los Angeles, CA F-1 Consolidated Balance Sheets as of December 31, 2022 and 2021 F-3 Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020 F-4 Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2022, 2021 and 2020 F-7 Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020 F-8 Notes to Consolidated Financial Statements F-10 ​ ​ ​ ​ 66 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 688) To the Stockholders and Board of Directors of Riot Platforms, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Riot Platforms, Inc. and Subsidiaries (the “Company”) as of December 31, 2022 and 2021, the related consolidated statements of operations, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America. ​ We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the Company's internal control over financial reporting as of December 31, 2022, based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013 and our report dated March 2, 2023 , expressed an adverse opinion on the effectiveness of the Company’s internal control over financial reporting because of the existence of a material weakness. ​ Restatement of Previously Issued Financial Statements ​ As discussed in Note 2 to the consolidated financial statements, the Company has restated its consolidated financial statements as of December 31, 2021 and for the years ended December 31, 2021 and 2020 to correct misstatements. ​ Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. ​ We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. ​ Critical Audit Matter ​ The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate. ​ Evaluation of the Accounting for and Disclosure of Cryptocurrency Mining Revenue Recognized ​ We identified the accounting for and disclosure of revenue recognized from Bitcoin Mining as a critical audit matter due to the complexities involved in auditing the completeness and occurrence of this revenue recognized by the Company. During the year ended December 31, 2022, the Company recognized revenue from Bitcoin Mining of approximately $156.9 million. The Company’s management has exercised significant judgment in their determination of how existing accounting principles generally accepted in the United States should be applied to the accounting for and disclosure of revenue recognized from Bitcoin Mining. In addition, the accounting for and disclosure of Bitcoin mining revenue recognized involved certain applications subject to the general controls over the information technology environment of the Company. F-1 Table of Contents ​ The primary procedures we performed to address this critical audit matter included the following: ​ ● Evaluated the design and effectiveness of IT general controls over the Company’s IT environment and key financially relevant systems; ● Evaluated and tested the design and effectiveness of certain financial controls pertaining to the Company’s processes for recognizing revenue from Bitcoin Mining; ● Performed site visitations of the facilities where the Company’s mining hardware is located, which included an observation of the physical and environmental controls and mining equipment inventory observation procedures; ● On a sample basis, tested the hashing power contributed by the Company’s mining hardware; ● Evaluated management’s rationale for the application of ASC 606 to account for its Bitcoin earned, which included evaluating the provisions of the contract between the Company and the Mining Pool Operators; ● Evaluated management’s disclosures of its Bitcoin activity in the financial statement footnotes; ● Evaluated and tested management’s rationale and supporting documentation associated with the valuation of Bitcoin earned; ● Independently confirmed certain financial and performance data directly with the blockchain network and the Mining Pool Operators; ● Independently confirmed certain financial data directly with the Company’s third party wallet custodian; ● Compared the Company’s digital wallet and custody records to publicly available blockchain records; and ● Performed certain substantive analytical procedures to determine completeness and occurrence of digital assets earned by the Company as consideration for services rendered. ​ /s/ Marcum llp ​ Marcum llp ​ We have served as the Company’s auditor since 2019. ​ Los Angeles, CA March 2, 2023 ​ ​ F-2 Table of Contents Riot Platforms, Inc. Consolidated Balance Sheets (in thousands, except for share and per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ 2022 ​ 2021 ​ ​ ​ ​ ​ (as restated) ASSETS ​ ​ Current assets ​ ​ Cash and cash equivalents ​ $ 230,328 ​ $ 312,315 Accounts receivable, net ​ 26,932 ​ 15,398 Costs and estimated earnings in excess of billings ​ 19,743 ​ 9,862 Prepaid expenses and other current assets ​ 32,661 ​ 7,135 Bitcoin ​ 109,420 ​ 150,593 Future power credits, current portion ​ 24,297 ​ 58,481 Investments in marketable equity securities, at fair value ​ ​ — ​ ​ 10,804 Total current assets ​ 443,381 ​ 564,588 ​ ​ ​ ​ ​ ​ ​ Property and equipment, net ​ 692,555 ​ 276,480 Deposits ​ 42,433 ​ 266,170 Finite-lived intangible assets, net ​ 21,477 ​ 14,162 Goodwill ​ — ​ 335,563 Derivative asset ​ ​ 97,497 ​ ​ 26,079 Operating lease right-of-use assets ​ ​ 21,673 ​ ​ 13,189 Future power credits, less current portion ​ 638 ​ 25,447 Other long-term assets ​ 310 ​ 310 Total assets ​ $ 1,319,964 ​ $ 1,521,988 ​ ​ ​ LIABILITIES AND STOCKHOLDERS’ EQUITY ​ ​ Current liabilities ​ ​ Accounts payable ​ $ 18,445 ​ $ 20,037 Billings in excess of costs and estimated earnings ​ 8,446 ​ 5,264 Accrued expenses ​ ​ 65,464 ​ ​ 22,071 Deferred revenue, current portion ​ 2,882 ​ 2,843 Contingent consideration liability - future power credits, current portion ​ 24,297 ​ 58,481 Operating lease liability, current portion ​ 2,009 ​ 1,182 Total current liabilities ​ 121,543 ​ 109,878 ​ ​ ​ Deferred revenue, less current portion ​ 17,869 ​ 19,796 Operating lease liability, less current portion ​ 20,242 ​ 12,257 Contingent consideration liability - future power credits, less current portion ​ 638 ​ 25,447 Other long-term liabilities ​ 8,230 ​ 6,241 Total liabilities ​ 168,522 ​ 173,619 ​ ​ ​ Commitments and contingencies - Note 19 ​ ​ ​ ​ ​ Stockholders’ equity ​ ​ Preferred stock, no par value, 15,000,000 shares authorized: ​ ​ 2 % Series A Convertible Preferred stock, 2,000,000 shares authorized; no shares issued and outstanding as of December 31, 2022 and 2021 ​ — ​ — 0 % Series B Convertible Preferred stock, 1,750,001 shares authorized; no shares and 2,199 shares issued and outstanding as of December 31, 2022 and 2021, respectively, liquidation preference equal to carrying value ​ — ​ 11 Common stock, no par value; 340,000,000 shares authorized; 167,751,112 and 116,748,472 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively ​ 1,907,784 ​ 1,595,147 Accumulated deficit ​ ( 756,342 ) ​ ( 246,789 ) Total stockholders’ equity ​ 1,151,442 ​ 1,348,369 Total liabilities and stockholders’ equity ​ $ 1,319,964 ​ $ 1,521,988 ​ See accompanying notes to consolidated financial statements. ​ F-3 Table of Contents Riot Platforms, Inc. Consolidated Statements of Operations (in thousands, except for share and per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2022 ​ 2021 ​ 2020 ​ ​ ​ ​ ​ (as restated) ​ (as restated) Revenue: ​ ​ ​ ​ Bitcoin Mining ​ $ 156,870 ​ $ 184,422 ​ $ 11,984 Data Center Hosting ​ 36,862 ​ 24,546 ​ — Engineering ​ 65,342 ​ 4,178 ​ — Other revenue ​ 97 ​ 97 ​ 97 Total revenue ​ 259,171 ​ 213,243 ​ 12,081 ​ ​ ​ ​ Costs and expenses: ​ ​ ​ Cost of revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ Bitcoin Mining ​ 74,335 ​ 45,513 ​ 6,251 Data Center Hosting ​ 61,906 ​ 32,998 ​ — Engineering ​ 57,455 ​ 3,582 ​ — Acquisition-related costs ​ 78 ​ 21,198 ​ — Selling, general, and administrative ​ 67,452 ​ 87,429 ​ 10,251 Depreciation and amortization ​ 107,950 ​ 26,324 ​ 4,494 Change in fair value of derivative asset ​ ( 71,418 ) ​ ( 12,112 ) ​ — Power curtailment credits ​ ​ ( 27,345 ) ​ ​ ( 6,514 ) ​ ​ — Change in fair value of contingent consideration ​ ( 159 ) ​ 975 ​ — Realized gain on sale/exchange of Bitcoin ​ ( 30,346 ) ​ ( 253 ) ​ ( 6,350 ) Gain on exchange of equipment ​ ​ ( 16,281 ) ​ ​ — ​ ​ ( 29 ) Casualty-related charges (recoveries), net ​ ​ 9,688 ​ ​ — ​ ​ — Impairment of Bitcoin ​ ​ 147,365 ​ ​ 43,973 ​ ​ 3,595 Impairment of goodwill ​ ​ 335,648 ​ ​ — ​ ​ — Impairment of miners ​ ​ 55,544 ​ ​ — ​ ​ — Impairment of long-term investment ​ — ​ — ​ 9,413 Total costs and expenses ​ 771,872 ​ 243,113 ​ 27,625 Operating income (loss) ​ ( 512,701 ) ​ ( 29,870 ) ​ ( 15,544 ) ​ ​ ​ ​ Other income (expense): ​ ​ ​ Reversal of registration rights penalty ​ — ​ — ​ 1,358 Interest income (expense) ​ ​ 454 ​ ​ ( 296 ) ​ ​ 85 Realized loss on sale of marketable equity securities ​ ​ ( 8,996 ) ​ ​ — ​ ​ — Realized gain on sale/exchange of long-term investment ​ — ​ 26,260 ​ — Unrealized loss on marketable equity securities ​ — ​ ( 13,655 ) ​ — Other income (expense) ​ ​ ( 59 ) ​ 2,378 ​ ( 6 ) Total other income (expense) ​ ( 8,601 ) ​ 14,687 ​ 1,437 ​ ​ ​ ​ Net income (loss) before taxes ​ ( 521,302 ) ​ ( 15,183 ) ​ ( 14,107 ) ​ ​ ​ ​ Current income tax benefit (expense) ​ ( 789 ) ​ ( 254 ) ​ — Deferred income tax benefit (expense) ​ 12,538 ​ — ​ — Total income tax benefit (expense) ​ 11,749 ​ ​ ( 254 ) ​ ​ — ​ ​ ​ ​ Net income (loss) ​ ( 509,553 ) ​ ( 15,437 ) ​ ( 14,107 ) Net (income) loss attributable to non-controlling interest ​ — ​ — ​ ( 7 ) Net income (loss) attributable to Riot Platforms, Inc. ​ $ ( 509,553 ) ​ $ ( 15,437 ) ​ $ ( 14,114 ) ​ ​ ​ ​ Basic and diluted net income (loss) per share ​ $ ( 3.65 ) ​ $ ( 0.17 ) ​ $ ( 0.34 ) Basic and diluted weighted average number of shares outstanding ​ 139,433,901 ​ 93,452,764 ​ 41,976,704 ​ See accompanying notes to consolidated financial statements. ​ ​ F-4 Table of Contents Riot Platforms, Inc. Consolidated Statements of Stockholders’ Equity (in thousands, except for share and per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Riot ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Platforms ​ Non- ​ Total ​ ​ Preferred Stock ​ Common Stock ​ Accumulated ​ stockholders’ ​ controlling ​ stockholders’ ​ ​ Shares Amount Shares Amount deficit equity interest equity Balance as of January 1, 2020 4,199 ​ $ 22 25,082,872 ​ $ 243,458 ​ $ ( 217,238 ) ​ $ 26,242 ​ $ ( 7 ) ​ $ 26,235 Issuance of common stock to settle executive compensation — ​ — 122,377 ​ 175 ​ — ​ 175 ​ — ​ 175 Delivery of common stock underlying restricted stock units to settle executive compensation — ​ — 5,000 ​ — ​ — ​ — ​ — ​ — Delivery of common stock underlying restricted stock units, net of tax withholding — ​ — 2,048,096 ​ ( 446 ) ​ — ​ ( 446 ) ​ — ​ ( 446 ) Delivery of common stock underlying restricted stock units for consulting and advisory services — ​ — 40,634 ​ — ​ — ​ — ​ — ​ — Issuance of common stock/At-the-market offering, net of offering costs — ​ — 49,932,051 ​ 257,472 ​ — ​ 257,472 ​ — ​ 257,472 Issuance of common stock related to exercise of warrants — ​ — 1,492,487 ​ 2,895 ​ — ​ 2,895 ​ — ​ 2,895 Cancellation of Prive Escrow shares — ​ — ( 200,000 ) ​ — ​ — ​ — ​ — ​ — Stock-based compensation — ​ — — ​ 3,407 ​ — ​ 3,407 ​ — ​ 3,407 Net income attributable to non-controlling interest — ​ — — ​ — ​ — ​ — ​ 7 ​ 7 Net income (loss) (as restated) — ​ — — ​ — ​ ( 14,114 ) ​ ( 14,114 ) ​ — ​ ( 14,114 ) Balance as of December 31, 2020 (as restated) 4,199 ​ 22 78,523,517 ​ 506,961 ​ ( 231,352 ) ​ 275,631 ​ — ​ 275,631 Delivery of common stock underlying restricted stock units, net of shares settled for tax withholding — ​ — 464,021 ​ ( 5,082 ) ​ — ​ ( 5,082 ) ​ — ​ ( 5,082 ) Issuance of common stock related to exercise of warrants — ​ — 415,657 ​ 806 ​ — ​ 806 ​ — ​ 806 Issuance of common stock for settlement of 1,257,235 warrants on a cashless basis — ​ — 543,686 ​ — ​ — ​ — ​ — ​ — Issuance of common stock in connection with the acquisition of Whinstone — ​ — 11,800,000 ​ 326,152 ​ — ​ 326,152 ​ — ​ 326,152 Issuance of common stock in connection with the acquisition of ESS Metron, net of 70,156 shares withheld — ​ — 645,248 ​ 26,735 ​ — ​ 26,735 ​ — ​ 26,735 Issuance of common stock/At-the-market offering, net of offering costs — ​ — 24,344,057 ​ 669,916 ​ — ​ 669,916 ​ — ​ 669,916 Issuance of common stock warrant for settlement of advisory fees — ​ — — ​ 1,157 ​ — ​ 1,157 ​ — ​ 1,157 Conversion of preferred stock to common stock ( 2,000 ) ​ ( 11 ) 2,000 ​ 11 ​ — ​ — ​ — ​ — Stock option exercise — ​ — 10,286 ​ — ​ — ​ — ​ — ​ — Stock-based compensation ​ — ​ — — ​ 68,491 ​ — ​ 68,491 ​ — ​ ​ 68,491 Net income (loss) (as restated) — ​ — — ​ — ​ ( 15,437 ) ​ ( 15,437 ) ​ — ​ ( 15,437 ) Balance as of December 31, 2021 (as restated) 2,199 ​ ​ 11 116,748,472 ​ ​ 1,595,147 ​ ​ ( 246,789 ) ​ ​ 1,348,369 ​ ​ — ​ ​ 1,348,369 Issuance of restricted stock, net of forfeitures and delivery of common stock underlying stock awards, net of tax withholding — ​ — 13,947,829 ​ ( 10,138 ) ​ — ​ ( 10,138 ) ​ — ​ ( 10,138 ) Issuance of common stock/At-the-market offering, net of offering costs — ​ — 37,052,612 ​ 298,209 ​ — ​ 298,209 ​ — ​ 298,209 Conversion of preferred stock to common stock ( 2,199 ) ​ ( 11 ) 2,199 ​ 11 ​ — ​ — ​ — ​ — Stock-based compensation — ​ — — ​ 24,555 ​ — ​ 24,555 ​ — ​ 24,555 Net income (loss) — ​ — — ​ — ​ ( 509,553 ) ​ ( 509,553 ) ​ — ​ ( 509,553 ) Balance as of December 31, 2022 — ​ $ — 167,751,112 ​ $ 1,907,784 ​ $ ( 756,342 ) ​ $ 1,151,442 ​ $ — ​ $ 1,151,442 ​ See accompanying notes to consolidated financial statements. ​ F-7 Table of Contents Riot Platforms, Inc. Consolidated Statements of Cash Flows (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ 2022 2021 2020 ​ ​ ​ ​ ​ (as restated) ​ (as restated) Cash flows from operating activities ​ ​ ​ ​ ​ Net income (loss) ​ $ ( 509,553 ) ​ $ ( 15,437 ) ​ $ ( 14,107 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: ​ ​ ​ ​ Stock-based compensation ​ 24,555 ​ 68,491 ​ 3,407 Depreciation and amortization ​ 107,950 ​ 26,324 ​ 4,494 Amortization of license fee revenue ​ ( 97 ) ​ ( 97 ) ​ ( 97 ) Amortization of right of use assets ​ 12,181 ​ 275 ​ 367 Income tax expense (benefit) ​ ( 11,749 ) ​ 254 ​ — Issuance of common stock warrant for settlement of advisory fees ​ — ​ 1,157 ​ — Impairment of long-term investment ​ — ​ — ​ 9,413 Impairment of Bitcoin ​ 147,365 ​ 43,973 ​ 3,595 Impairment of goodwill ​ ​ 335,648 ​ ​ — ​ ​ — Impairment of miners ​ ​ 55,544 ​ ​ ​ ​ ​ ​ Reversal of registration rights penalty ​ — ​ — ​ ( 1,358 ) Change in fair value of derivative asset ​ ( 71,418 ) ​ ( 12,112 ) ​ — Change in fair value of contingent consideration ​ ( 159 ) ​ 975 ​ — Realized loss on sale of marketable equity securities ​ ​ 8,996 ​ ​ — ​ ​ — Realized gain on sale/exchange of long-term investment ​ — ​ ( 26,260 ) ​ — Realized gain on sale/exchange of Bitcoin ​ ( 30,346 ) ​ ( 253 ) ​ ( 6,350 ) Unrealized loss on marketable equity securities ​ — ​ 13,655 ​ — Gain on exchange of equipment ​ ( 16,281 ) ​ — ​ ( 29 ) Casualty-related charges ​ ​ 9,688 ​ ​ — ​ ​ — Bitcoin Mining revenue ​ ​ ( 156,870 ) ​ ​ ( 184,422 ) ​ ​ ( 11,838 ) Changes in assets and liabilities: ​ ​ ​ Proceeds from sale of Bitcoin ​ 79,529 ​ 295 ​ 8,298 Accounts receivable ​ ( 11,534 ) ​ ( 4,446 ) ​ — Costs and estimated earnings in excess of billings ​ ( 9,881 ) ​ 3,343 ​ — Prepaid expenses and other current assets ​ ​ ( 25,520 ) ​ ​ ( 5,070 ) ​ ​ 795 Future power credits ​ 58,993 ​ ( 975 ) ​ — Accounts payable ​ ( 1,593 ) ​ ( 2,770 ) ​ 1 Billings in excess of costs and estimated earnings ​ 3,182 ​ ( 619 ) ​ — Accrued expenses ​ ​ 13,555 ​ ​ 16,070 ​ ​ 928 Customer deposits ​ 1,989 ​ 6,124 ​ — Deferred revenue ​ ( 1,791 ) ​ ( 12,895 ) ​ — Lease liability ​ ( 11,853 ) ​ ( 1,662 ) ​ ( 368 ) Net cash provided by (used in) operating activities ​ 530 ​ ( 86,082 ) ​ ( 2,849 ) ​ ​ ​ ​ Cash flows from investing activities ​ ​ ​ Proceeds from the sale of marketable equity securities ​ ​ 1,808 ​ ​ — ​ ​ — Acquisition of Whinstone, net of cash acquired ​ — ​ ( 40,879 ) ​ — Acquisition of ESS Metron, net of cash acquired ​ — ​ ( 29,567 ) ​ — Proceeds from the sale of long-term investments ​ — ​ 1,800 ​ — Proceeds from the sale of equipment ​ — ​ — ​ 146 Deposits on equipment ​ ( 194,923 ) ​ ( 274,833 ) ​ ( 33,093 ) Other deposits ​ ​ ( 3,809 ) ​ ​ — ​ ​ — Purchases of property and equipment, including construction in progress ​ ( 148,412 ) ​ ( 147,116 ) ​ ( 8,139 ) Patent costs incurred ​ ( 9,527 ) ​ ( 30 ) ​ ( 44 ) Net cash used in investing activities ​ ( 354,863 ) ​ ( 490,625 ) ​ ( 41,130 ) ​ ​ ​ ​ Cash flows from financing activities ​ ​ ​ Proceeds from the issuance of common stock / At-the-market offering ​ 304,849 ​ 684,817 ​ 264,727 Offering costs for the issuance of common stock / At-the-market offering ​ ( 6,640 ) ​ ( 14,901 ) ​ ( 7,255 ) Proceeds from exercise of common stock warrants ​ — ​ 806 ​ 2,895 Payments on contingent consideration liability - future power credits ​ ​ ( 15,725 ) ​ ​ — ​ ​ — Repurchase of common shares to pay employee withholding taxes ​ ( 10,138 ) ​ ( 5,082 ) ​ ( 446 ) Net cash provided by financing activities ​ 272,346 ​ 665,640 ​ 259,921 ​ ​ ​ ​ Net increase (decrease) in cash and cash equivalents ​ ( 81,987 ) ​ 88,933 ​ 215,942 Cash and cash equivalents at beginning of year ​ 312,315 ​ 223,382 ​ 7,440 Cash and cash equivalents at end of year ​ $ 230,328 ​ $ 312,315 ​ $ 223,382 ​ ​ See accompanying notes to consolidated financial statements. ​ F-8 Table of Contents Riot Platforms, Inc. Consolidated Statements of Cash Flows - continued (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ 2022 2021 2020 Supplemental disclosure of cash flow information: ​ ​ ​ Cash paid for interest ​ $ — ​ $ — ​ $ — Cash paid for taxes ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ Supplemental disclosure of noncash investing and financing activities: ​ ​ ​ Issuance of common stock for business combination ​ $ — ​ $ 352,887 ​ $ — Issuance of common stock to settle previously accrued executive compensation ​ $ — ​ $ — ​ $ 175 Reclassification of deposits to property and equipment ​ $ 422,865 ​ $ 46,711 ​ $ 1,449 Construction in progress included in accrued expenses ​ $ 16,621 ​ $ 2,423 ​ $ — Bitcoin received from sale of equipment ​ $ — ​ $ — ​ $ 52 Bitcoin exchanged for employee compensation ​ $ 1,495 ​ $ — ​ $ — Conversion of preferred stock to common stock ​ $ 11 ​ $ 11 ​ $ — Right of use assets exchanged for new operating lease liabilities ​ $ 10,333 ​ $ 13,622 ​ $ — Property and equipment obtained in exchange transaction ​ $ 10,409 ​ $ — ​ $ — ​ See accompanying notes to consolidated financial statements. ​ ​ ​ ​ ​ F-9 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements Note 1. Organization Nature of Operations Riot Platforms, Inc. is a vertically integrated Bitcoin mining company principally engaged in enhancing our capabilities to mine Bitcoin in support of the Bitcoin blockchain. The Company also provides comprehensive and critical mining infrastructure for institutional-scale hosted clients to mine Bitcoin at its Rockdale Facility. The Rockdale Facility currently provides 700 megawatts in total developed capacity for Bitcoin mining and data center hosting services for institutional-scale hosted clients. The Rockdale Facility is believed to be the largest Bitcoin mining facility in North America, as measured by developed capacity, and the Company is currently growing its capacity. The Company is also developing the Corsicana Facility, a second large-scale Bitcoin mining data center facility, which, upon completion, is expected to have approximately one gigawatt of capacity available for Bitcoin mining and data center hosting services for institutional-scale hosted clients. ​ The Company operates in an environment that is constantly evolving based on the proliferation of Bitcoin and cryptocurrencies in general. A significant component of our strategy is to effectively and efficiently allocate capital among opportunities that generate the highest return on our investment. ​ On November 21, 2022, the Company filed an amendment with the Secretary of State of Nevada increasing its number of authorized shares of common stock, no par value, from 170 million shares to 340 million shares. ​ As described in Note 22. Segment Information , we operate in three business segments: Bitcoin Mining, Data Center Hosting, and Engineering. Note 2. Restatement of Previously Issued Financial Statements ​ The Company accounts for its Bitcoin held as an intangible asset and tested it for impairment on a daily basis based on quoted prices of Bitcoin, historically utilizing the daily closing price of Bitcoin. During the preparation of this Annual Report, the Company determined it has not been appropriately calculating its impairment of Bitcoin. The Company determined that its method of calculating impairment of its Bitcoin assets, on a daily basis using a spot price at a standard cutoff time, was not in compliance with the ASC 350-30-35-19 requirement to recognize impairment whenever carrying value exceeds fair value. Effectively, the Company determined that ASC 350-30-35-19 calls for the intraday low price of Bitcoin to be utilized in calculating impairment of the Company’s Bitcoin held as that metric is the most accurate indicator of whether it is more likely than not that the asset is impaired. ​ Updating of the Company’s historical calculations of Bitcoin impairment amounts resulted in correction of Impairment of Bitcoin and, in some cases, Realized gains on the sale of Bitcoin, with an offsetting correction of the book value of Bitcoin. ​ In accordance with Staff Accounting Bulletin (“SAB”) 99, Materiality , and SAB 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements , the Company evaluated the materiality of the error from qualitative and quantitative perspectives, and concluded that the error was material to the Consolidated Balance Sheet as of December 31, 2021 and Consolidated Statements of Operations, Equity, and Cash Flows for the years ended December 31, 2021 and 2020. Management restated the impacted financial statements as of December 31, 2021, and for the years ended December 31, 2021 and 2020, and related notes included herein to correct this error. ​ The following tables present the effects of correcting this error on the Company’s financial statements as of December 31, 2021, and for the years ended December 31, 2021 and 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2021 ​ ​ As previously ​ ​ ​ ​ ​ ​ Consolidated Balance Sheet ​ reported ​ Adjustment ​ As restated Bitcoin ​ $ 159,544 ​ $ ( 8,951 ) ​ $ 150,593 Total current assets ​ ​ 573,539 ​ ​ ( 8,951 ) ​ ​ 564,588 Total assets ​ ​ 1,530,939 ​ ​ ( 8,951 ) ​ ​ 1,521,988 Accumulated deficit ​ ​ ( 237,838 ) ​ ​ ( 8,951 ) ​ ​ ( 246,789 ) Total stockholders’ equity ​ ​ 1,357,320 ​ ​ ( 8,951 ) ​ ​ 1,348,369 Total liabilities and stockholders’ equity ​ $ 1,530,939 ​ $ ( 8,951 ) ​ $ 1,521,988 ​ F-10 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, 2021 ​ ​ As previously ​ ​ ​ ​ ​ ​ Consolidated Statements of Operations ​ reported ​ Adjustment ​ As restated Impairment of Bitcoin ​ $ 36,462 ​ $ 7,511 ​ $ 43,973 Total costs and expenses ​ ​ 235,602 ​ ​ 7,511 ​ ​ 243,113 Operating loss ​ ​ ( 22,359 ) ​ ​ ( 7,511 ) ​ ​ ( 29,870 ) Net loss before taxes ​ ​ ( 7,672 ) ​ ​ ( 7,511 ) ​ ​ ( 15,183 ) Net loss ​ ​ ( 7,926 ) ​ ​ ( 7,511 ) ​ ​ ( 15,437 ) Net loss attributable to Riot Platforms, Inc. ​ $ ( 7,926 ) ​ $ ( 7,511 ) ​ $ ( 15,437 ) Basis and diluted net loss per share ​ $ ( 0.08 ) ​ $ ( 0.09 ) ​ $ ( 0.17 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, 2020 ​ ​ As previously ​ ​ ​ ​ ​ ​ Consolidated Statements of Operations ​ reported ​ Adjustment ​ As restated Impairment of Bitcoin ​ $ 989 ​ $ 2,606 ​ $ 3,595 Realized gain on sale/exchange of Bitcoin ​ ​ ( 5,184 ) ​ ​ ( 1,166 ) ​ ​ ( 6,350 ) Total costs and expenses ​ ​ 26,214 ​ ​ 1,411 ​ ​ 27,625 Operating loss ​ ​ ( 14,133 ) ​ ​ ( 1,411 ) ​ ​ ( 15,544 ) Net loss before taxes ​ ​ ( 12,667 ) ​ ​ ( 1,440 ) ​ ​ ( 14,107 ) Net loss ​ ​ ( 12,667 ) ​ ​ ( 1,440 ) ​ ​ ( 14,107 ) Net loss attributable to Riot Platforms, Inc. ​ $ ( 12,674 ) ​ $ ( 1,440 ) ​ $ ( 14,114 ) Basis and diluted net loss per share ​ $ ( 0.30 ) ​ $ ( 0.04 ) ​ $ ( 0.34 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, 2021 ​ ​ ​ ​ ​ Total Riot ​ ​ ​ ​ ​ ​ ​ Platforms, Inc. ​ Total ​ ​ Accumulated ​ stockholders' ​ stockholders' Consolidated Statements of Stockholders' Equity ​ deficit ​ equity ​ equity Net loss (as previously reported) ​ $ ( 7,926 ) ​ $ ( 7,926 ) ​ $ ( 7,926 ) Net loss (adjustment) ​ ​ ( 7,511 ) ​ ​ ( 7,511 ) ​ ​ ( 7,511 ) Net loss (as restated) ​ $ ( 15,437 ) ​ $ ( 15,437 ) ​ $ ( 15,437 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance as of December 31, 2021 (as previously reported) ​ $ ( 237,838 ) ​ $ 1,357,320 ​ $ 1,357,320 Balance as of December 31, 2021 (adjustment) ​ ​ ( 8,951 ) ​ ​ ( 8,951 ) ​ ​ ( 8,951 ) Balance as of December 31, 2021 (as restated) ​ $ ( 246,789 ) ​ $ 1,348,369 ​ $ 1,348,369 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, 2020 ​ ​ ​ ​ ​ Total Riot ​ ​ ​ ​ ​ ​ ​ Platforms, Inc. ​ Total ​ ​ Accumulated ​ stockholders' ​ stockholders' Consolidated Statements of Stockholders' Equity ​ deficit ​ equity ​ equity Net loss (as previously reported) ​ $ ( 12,674 ) ​ $ ( 12,674 ) ​ $ ( 12,674 ) Net loss (adjustment) ​ ​ ( 1,440 ) ​ ​ ( 1,440 ) ​ ​ ( 1,440 ) Net loss (as restated) ​ $ ( 14,114 ) ​ $ ( 14,114 ) ​ $ ( 14,114 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance as of December 31, 2020 (as previously reported) ​ $ ( 229,912 ) ​ $ 277,071 ​ $ 277,071 Balance as of December 31, 2020 (adjustment) ​ ​ ( 1,440 ) ​ ​ ( 1,440 ) ​ ​ ( 1,440 ) Balance as of December 31, 2020 (as restated) ​ $ ( 231,352 ) ​ $ 275,631 ​ $ 275,631 ​ F-11 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, 2021 ​ ​ As previously ​ ​ ​ ​ ​ ​ Consolidated Statements of Cash Flows ​ reported ​ Adjustment ​ As restated Net loss ​ $ ( 7,926 ) ​ $ ( 7,511 ) ​ $ ( 15,437 ) Impairment of Bitcoin ​ $ 36,462 ​ $ 7,511 ​ $ 43,973 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, 2020 ​ ​ As previously ​ ​ ​ ​ ​ ​ Consolidated Statements of Cash Flows ​ reported ​ Adjustment ​ As restated Net loss ​ $ ( 12,667 ) ​ $ ( 1,440 ) ​ $ ( 14,107 ) Impairment of Bitcoin ​ $ 989 ​ $ 2,606 ​ $ 3,595 Realized gain on sale/exchange of Bitcoin ​ $ ( 5,184 ) ​ $ ( 1,166 ) ​ $ ( 6,350 ) ​ The remainder of these notes to the consolidated financial statements have been updated, as applicable, to reflect the impacts of the revisions described above. ​ Note 3. Liquidity and Financial Condition As of December 31, 2022, the Company had approximate balances of cash and cash equivalents of $ 230.3 million, working capital of $ 321.8 million, total stockholders’ equity of $ 1.2 billion and an accumulated deficit of $ 756.3 million. To date, the Company has relied, in large part, on equity financings and sales of Bitcoin earned from Bitcoin Mining to fund its operations. During the year ended December 31, 2022, the Company sold 3,425 Bitcoin for proceeds of approximately $ 79.5 million. The Company monitors its balance sheet on an ongoing basis and continuously evaluates the level of Bitcoin retained from monthly production in consideration of the cash requirements and its ongoing operations and expansion. Bitcoin is classified on the balance sheet as a current asset due to the ability to sell it in a highly liquid marketplace and its intent to liquidate its Bitcoin to support operations when needed. During the year ended December 31, 2022, the Company paid approximately $ 194.9 million as deposits primarily for miners and reclassified $ 422.9 million to property and equipment in connection with the receipt of miners at the Rockdale Facility. As of December 31, 2022, all 88,556 of the Company’s miners were located at the Rockdale Facility. During the year ended December 31, 2022, the Company issued 37,052,612 shares of common stock for net proceeds of approximately $ 298.2 million, at a weighted average price of $ 8.23 per share. COVID-19 The COVID-19 global pandemic has been unprecedented and unpredictable, and its impact is likely to continue to result in significant national and global economic disruption, which may adversely affect our business. Although the Company has experienced some changes to its miner shipments due to disruptions in the global supply chain, the Company does not expect any material impact on its long-term strategic plans, its operations, or its liquidity due to the impacts of COVID-19. However, the Company is actively monitoring this situation and the possible effects on its financial condition, liquidity, operations, suppliers, and the industry. Inflation In addition to the impacts of COVID-19 and ongoing global supply chain disruptions, we have experienced, and are experiencing, the impact of domestic and global inflationary pressures largely outside of our control. This inflationary pressure impacts our cost structure, has contributed to adjustments in operations, and has increased the cost of, and adversely affected our ability to obtain, materials and retain talent, despite a continued focus on controlling our costs where possible. Management is unable to accurately predict when, or if, these national and global inflationary pressures will subside, as well as their long-term impacts on our business and results of operations. See the discussion under the heading “Risk Factors” under Part I, Item 1A of this Annual Report for additional discussion regarding potential impacts sustained elevated inflation may have on our operations and plans for expansion. F-12 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements Note 4. Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements Basis of presentation and principles of consolidation The accompanying consolidated financial statements of the Company include the accounts of the Company and its wholly or majority owned and controlled subsidiaries. Consolidated subsidiaries’ results are included from the date the subsidiary was formed or acquired. Intercompany investments, balances and transactions have been eliminated in consolidation. Non–controlling interests represents the minority equity investment in the Company’s subsidiaries, plus the minority investors’ share of the net operating results and other components of equity relating to the non–controlling interest. The accompanying audited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Amounts disclosed are in thousands except for share, per share, Bitcoin, and miner amounts, or as noted. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ significantly from those estimates. The most significant accounting estimates inherent in the preparation of the Company’s financial statements include estimates associated with valuing contingent consideration for a business combination and periodic reassessment of its fair value, allocating the fair value of purchase consideration to assets acquired and liabilities assumed in business acquisitions, revenue recognition, valuing the derivative asset classified under Level 3 fair value hierarchy, determining the useful lives and recoverability of long-lived assets, impairment analysis of goodwill, fixed assets, and finite-lived intangibles, stock-based compensation, and the valuation allowance associated with the Company’s deferred tax assets. Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. The reclassifications did not have a material impact on the Company’s consolidated financial statements and related disclosures. The impact on any prior period disclosures was immaterial. Cash and cash equivalents Cash and cash equivalents consist of cash on hand and highly liquid investments. We consider any highly liquid investments with an original maturity of three months or less at acquisition to be cash equivalents. From time to time, the Company’s cash account balances exceed the balances as covered by the Federal Deposit Insurance System. The Company has never suffered a loss due to such excess balances. For all periods presented, the Company had no cash equivalents. Accounts receivable The Company’s accounts receivable balance consists of amounts due from its data center hosting and engineering customers. The Company records accounts receivable at the invoiced amount less an allowance for any potentially uncollectable accounts under the current expected credit loss (“CECL”) impairment model and presents the net amount of the financial instrument expected to be collected. The CECL impairment model requires an estimate of expected credit losses, measured over the contractual life of an instrument, that considers forecasts of future economic conditions in addition to information about past events and current conditions. Based on this model, the Company considers many factors, including the age of the balance, collection history, and current economic trends. Bad debts are written off after all collection efforts have ceased. Allowances for credit losses are recorded as a direct reduction from an asset’s amortized cost basis. Credit losses and recoveries are recorded in selling, general and administrative expenses in the consolidated statements of operations. Recoveries of financial assets previously written off are recorded when received. For the years ended December 31, 2022, 2021 and 2020, the Company did no t record any credit losses or recoveries. Based on the Company’s current and historical collection experience, management recorded an allowance for doubtful accounts of $ 1.9 million as of December 31, 2022. No allowance was recorded as of December 31, 2021. F-13 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements Bitcoin Bitcoin purchased are recorded at cost and Bitcoin awarded to the Company through its mining activities are accounted for in connection with the Company’s revenue recognition policy. Bitcoin held are accounted for as intangible assets with indefinite useful lives. Bitcoin is sold on a FIFO basis and measured for impairment whenever indicators of impairment are identified based on the intraday low quoted price of Bitcoin. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the Bitcoin. Subsequent reversal of impairment losses is not permitted. Bitcoin is classified on our balance sheet as a current asset due to the Company’s ability to sell it in a highly liquid marketplace and its intent to liquidate its Bitcoin to support operations when needed. Purchases and sales of Bitcoin by the Company and Bitcoin awarded to the Company are included within Cash flows from operating activities on the Consolidated Statements of Cash Flows. Any realized gains or losses from sales of Bitcoin are included in Operating income (expense) on the Consolidated Statements of Operations. Long-term investments For equity investments, the Company initially records equity investments at cost then adjusts the carrying value of such equity investments through earnings when there is an observable transaction involving the same or a similar investment with the same issuer or upon an impairment. Revenue recognition The Company recognizes revenue in a manner that depicts the transfer of promised goods or services to customers for amounts that reflect the consideration to which the Company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: ● Step 1: Identify the contract with the customer   ● Step 2: Identify the performance obligations in the contract   ● Step 3: Determine the transaction price   ● Step 4: Allocate the transaction price to the performance obligations in the contract   ● Step 5: Recognize revenue when the Company satisfies a performance obligation    In order to identify the performance obligations in a contract with a customer, the Company assesses the promised goods or services in the contract and identifies each promised good or service that is distinct. A performance obligation is a distinct good or service (or bundle of goods or services) if both of the following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the Company’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract). If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following: ● Variable consideration   ● Constraining estimates of variable consideration   ● The existence of a significant financing component in the contract   ● Noncash consideration   ● Consideration payable to a customer   Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction F-14 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. Bitcoin Mining The Company has entered into digital asset mining pools by executing contracts with mining pool operators to provide computing power to the mining pool. The Company’s enforceable right to compensation begins only when, and lasts as long as, the Company provides computing power to the mining pool operator and is created as power is provided over time. The only consideration due to the Company relates to the provision of computing power. The contracts are terminable at any time by and at no cost to the Company, and by the pool operator under certain conditions specified in the contract. Providing computing power in digital asset transaction verification services is an output of the Company’s ordinary activities. Providing such computing power is the only performance obligation in the Company’s contracts with mining pool operators. The transaction consideration the Company receives, if any, is noncash consideration in the form of Bitcoin. Changes in the fair value of the noncash consideration due to form of the consideration (changes in the market price of Bitcoin) are not included in the transaction price and therefore, are not included in revenue. Certain mining pool operators charge fees to cover the costs of maintaining the pool and are deducted from amounts we may otherwise earn and are treated as a reduction to the consideration received. Fees fluctuate and historically have been no more than approximately 2% per reward earned, on average. The terms of the agreements provide that neither party can dispute settlement terms after approximately thirty-five days following settlement. In exchange for providing computing power, the Company is entitled to either: ● a Full-Pay-Per-Share payout of Bitcoin based on a contractual formula, which primarily calculates the hash rate provided by the Company to the mining pool as a percentage of total network hash rate, and other inputs. The Company is entitled to consideration even if a block is not successfully placed by the mining pool operator. The contract is in effect until terminated by either party. ● The consideration is all variable. Because it is probable that a significant reversal of cumulative revenue will not occur and the Company is able to calculate the payout based on the contractual formula, noncash revenue is estimated and recognized based on the spot price of Bitcoin determined using the Company’s primary trading platform for Bitcoin at the inception of each contract, which is determined to be daily. Noncash consideration is measured at fair value at contract inception. Fair value of the crypto asset consideration is determined using the quoted price on the Company’s primary trading platform for Bitcoin at the beginning of the contract period at the single bitcoin level (one bitcoin). This amount is estimated and recognized in revenue upon inception, which is when hash rate is provided. ● The Company transitioned completely to this mining pool in December 2022. Or: ● a fractional share of the fixed Bitcoin award the mining pool operator receives (less digital asset transaction fees to the mining pool operator which are immaterial and are recorded as a deduction from revenue) for successfully adding a block to the blockchain based on a proportion of the Company’s “scoring hash rate” to the pool’s “scoring hash rate” where the scoring hash rate as defined by the pool is the exponential moving average of the hash power contributed by the Company or by all pool members combined. The Company’s fractional share of the Bitcoin reward is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm. ● Because the consideration to which the Company expects to be entitled for providing computing power is entirely variable, as well as being noncash consideration, the Company assesses the estimated amount of the variable noncash consideration to which it expects to be entitled for providing computing power at contract inception and subsequently, to determine when and to what extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur once the uncertainty associated with the variable consideration is subsequently resolved (the “constraint”). Only when significant revenue reversal is concluded probable of not occurring can estimated variable consideration be included in revenue. Based on evaluation of likelihood and magnitude of a reversal in applying the constraint, the estimated variable noncash consideration is constrained from inclusion in revenue until the end of the contract term, when the underlying uncertainties have been resolved and number of Bitcoin to which the Company is entitled becomes known. F-15 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements ● Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized based on the spot rate of Bitcoin determined using the Company’s primary trading platform for Bitcoin at the time of receipt. ● The Company utilized this mining pool during the years ended December 31, 2020, 2021 and throughout 2022 until mid-December 2022. There is no significant financing component in these transactions. Data Center Hosting In general, we provide power for our data center customers on a variable (sub-metered) basis. A customer pays us variable monthly fees for the specific amount of power utilized at rates specified in each contract, subject to certain minimums. We recognize variable power revenue each month as the uncertainty related to the consideration is resolved, power is provided to our customers, and our customers utilize the power (the customer simultaneously receives and consumes the benefits of the Company’s performance). We have determined that our contracts contain a series of performance obligations which qualify to be recognized under a practical expedient available known as the “right to invoice.” This determination allows variable consideration in such contracts to be allocated to and recognized in the period to which the consideration relates, which is typically the period in which it is billed, rather than requiring estimation of variable consideration at the inception of the contract. We have also determined that the contracts contain a significant financing component because the timing of revenue recognition differs from the timing of invoicing by a period, exceeding one year. The Company also installs certain hosted customers’ mining equipment and bills the customer at a fixed fee per piece of equipment or at an hourly rate. Revenue is recognized upon completion of the installation. We generate engineering and construction services revenue from the fabrication and deployment of immersion cooling technology for Bitcoin mining customers, for which we bill the customer at a fixed monthly fee or at an hourly rate. For the construction of customer-owned equipment, revenue is recognized upon completion of each phase of the construction project, as defined in each contract. For the construction of assets owned by us but paid for and used by the customer during the term of their data center hosting contract, revenue is recognized on a straight-line basis over the remaining life of the contract. Maintenance services include cleaning, cabling, and other services to maintain customer equipment. We bill the customer at a fixed monthly fee or at an hourly rate. Revenue is recognized as these services are provided. Deferred revenue is primarily from advance payments received and is recognized on a straight-line basis over the remaining life of the contract or upon completion of the installation of the customers’ equipment. Our primary data center hosting contracts contain Service Level Agreement clauses, which guarantee a certain percentage of time that power will be available to our customers. In the rare case that we may incur penalties under these clauses, we recognize the payment as variable consideration and a reduction of the transaction price and, therefore, of revenue, when not in exchange for a good or service from the customer. Engineering Substantially all revenue is derived from the sale of custom products built to customers’ specifications under fixed-price contracts with one identified performance obligation. Revenues are recognized over time as performance creates or enhances an asset with no alternative use, and for which the Company has an enforceable right to receive compensation as defined under the contract. To determine the amount of revenue to recognize over time, the Company utilizes the cost-to-cost method as management believes cost incurred best represents the amount of work completed and remaining on projects. As the cost-to-cost method is driven by incurred cost, the Company calculates the percentage of completion by dividing costs incurred to date by the total estimated cost. The percentage of completion is then multiplied by estimated revenues to determine inception-to-date revenue. Approved changes to design plans are generally recognized as a cumulative adjustment to the percentage of completion calculation. Revenue recognized for the period is the current inception-to-date recognized revenue less the prior period inception-to-date recognized revenue. If a F-16 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements contract is projected to result in a loss, the entire contract loss is recognized in the period when the loss was first determined, and any additional losses incurred subsequently are recognized in the subsequent reporting periods as they are identified. Additionally, contract costs incurred to date and expected total contract costs are continuously monitored during the term of the contract. Changes in the job performance, job conditions and final contract settlements are factors that influence management’s assessment of total contract value and the total estimated costs to complete those contracts, and therefore, profit and revenue recognition. Any costs to obtain a contract are not material to the Company’s financial statements and would be expensed as incurred. Because of the inherent uncertainties in estimating costs, it is at least reasonably possible that the estimates used will change within the near term. The length of time for the Company to complete a custom product varies but is typically between four to 12 weeks. Customers are typically required to make periodic progress payments to the Company based on contractually agreed-upon milestones. Invoices are due net, 30 days, and retainage, if any, is generally due 30 days after delivery. Taxes collected from customers and remitted to governmental authorities are excluded from revenue. Shipping and handling costs are treated as fulfillment costs and are included in cost of sales. Other Revenue Other revenue is recognized from an upfront license fee generated from our legacy animal health business. The upfront fee was recorded as deferred revenue and is being amortized into revenue over the term of the agreement. Fair value measurement Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. Fair value measurements are classified and disclosed in one of the following three categories: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Observable inputs other than Level 1 prices, for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company will update its assumptions each reporting period based on new developments and record such amounts at fair value based on the revised assumptions until the agreements expire or contingency is resolved, as applicable. Property and equipment Property and equipment is stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets. Estimated useful lives for leasehold improvements are typically the lesser of the estimated useful life of the asset or the life of the term of the lease. The estimated useful lives for all the Company’s property and equipment are as follows: ​ ​ ​ ​ ​ Life (Years) Buildings and building improvements 10 - 25 Miners and mining equipment 2 Machinery and facility equipment 5 - 7 Office and computer equipment 3 ​ F-17 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements Impairment of long-lived assets Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted future cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Goodwill Goodwill represents the cost of a business acquisition in excess of the fair value of the net assets acquired. Goodwill is not amortized and is reviewed for impairment annually as of December 31, or more frequently if facts and circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. We use both qualitative and quantitative analyses in making this determination. The Company determined that it has three reporting units for goodwill impairment testing purposes, Bitcoin Mining, Data Center Hosting, and Engineering, which is consistent with internal management reporting and management’s oversight of operations. Our analyses require significant assumptions and judgments, including assumptions about future economic conditions, revenue growth, and operating margins, among other factors. Example events or changes in circumstances considered in the qualitative analysis, many of which are subjective in nature, include: a significant negative trend in our industry or overall economic trends, a significant change in how we use the acquired assets, a significant change in our business strategy, a significant decrease in the market value of the asset, a significant change in regulations or in the industry that could affect the value of the asset, and a change in segments. If it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company performs the quantitative test to identify and measure the amount of goodwill impairment loss. The Company compares the fair value of the reporting unit with its carrying amount. If the carrying amount exceeds the fair value, goodwill of the reporting unit is considered impaired and that excess is recognized as a goodwill impairment loss. Finite-lived intangible assets Intangible assets with finite lives are comprised of customer contracts, trademarks, UL Listings and patents that are amortized on a straight-line basis over their expected useful lives, which is their contractual term or estimated useful life. Patents costs consisting of filing and legal fees incurred are initially recorded at cost. Certain patents are in the legal application process and therefore are not currently being amortized. The Company performs assessments to determine whether finite-lived classification is still appropriate at least annually. The carrying value of finite-lived assets and their remaining useful lives are also reviewed at least annually to determine if circumstances exist which may indicate a potential impairment or revision to the amortization period. A finite-lived intangible asset is considered to be impaired if its carrying value exceeds the estimated future undiscounted cash flows to be derived from it. We exercise judgment in selecting the assumptions used in the estimated future undiscounted cash flows analysis. Impairment is measured by the amount that the carrying value exceeds fair value. The use of different estimates or assumptions could result in significantly different fair values for our reporting units and intangible assets. Business combinations The Company uses the acquisition method of accounting by recognizing the identifiable tangible and intangible assets acquired and liabilities assumed, and any non-controlling interest in the acquired business, measured at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the aforementioned amounts. Contingent consideration is included within the purchase price and is recognized at its fair value on the acquisition date. A liability resulting from contingent consideration is remeasured to fair value as of each reporting date until the contingency is resolved, and subsequent changes in fair value are recognized in earnings. Contingent consideration is recorded in long-term liabilities in our consolidated balance sheets. While we use our best estimates and assumptions to accurately apply preliminary values to assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, these estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of the assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the consolidated statements of operations. F-18 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements Accounting for business combinations requires management to make significant estimates and assumptions, especially at the acquisition date, including estimates for intangible assets, contractual obligations assumed, pre-acquisition contingencies, and contingent consideration, where applicable. Although we believe the assumptions and estimates we have made have been reasonable and appropriate, they are based in part on historical experience and information obtained from management of the acquired companies and are inherently uncertain. Critical estimates in valuing certain of the intangible assets we have acquired include; future expected cash flows from customer contracts, discount rates, and estimated market changes in the value of the Power Supply Agreement, which is accounted for as a nonhedged derivative contract. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates, or actual results. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred. Investment in marketable equity securities The Company measures its investments in marketable equity securities at fair value at each balance sheet date, with unrealized holding gains and losses recorded in other income (expense), as the shares have a readily determinable fair value since they are publicly traded and have significant average daily volume traded. Leases The Company determines whether an arrangement contains a lease at the inception of the arrangement. If a lease is determined to exist, the term of such lease is assessed based on the date on which the underlying asset is made available for the Company’s use by the lessor. The Company’s assessment of the lease term reflects the non-cancelable term of the lease, inclusive of any rent-free periods and/or periods covered by early-termination options which the Company is reasonably certain of not exercising, as well as periods covered by renewal options which the Company is reasonably certain of exercising. The Company also determines lease classification as either operating or finance at lease commencement, which governs the pattern of expense recognition and the presentation reflected in the consolidated statements of operations over the lease term. For leases with a term exceeding 12 months, an operating lease liability is recorded on the Company’s consolidated balance sheet at lease commencement reflecting the present value of its fixed minimum payment obligations over the lease term. A corresponding operating lease right-of-use asset equal to the initial lease liability is also recorded, adjusted for any prepaid rent and/or initial direct costs incurred in connection with execution of the lease and reduced by any lease incentives received. For purposes of measuring the present value of its fixed payment obligations for a given lease, the Company uses its incremental borrowing rate, determined based on information available at lease commencement, as rates implicit in its leasing arrangements are typically not readily determinable. The Company’s incremental borrowing rate reflects the rate it would pay to borrow on a secured basis and incorporates the term and economic environment of the associated lease. For the Company’s operating leases, fixed lease payments are recognized as lease expense on a straight-line basis over the lease term. For leases with a term of 12 months or less, any fixed lease payments are recognized on a straight-line basis over the lease term and are not recognized on the Company’s consolidated balance sheet as an accounting policy election. Leases qualifying for the short-term lease exception were insignificant. Variable lease costs are recognized as incurred and primarily consist of common area maintenance and utility charges not included in the measurement of right of use assets and operating lease liabilities. Operating segments Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the CODM in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is comprised of several members of its executive management team who use revenue and cost of revenues of our three reporting segments to assess the performance of the business of our reportable operating segments. Income taxes The Company accounts for income taxes under the asset and liability method, in which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations F-19 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements in the period that includes the enactment date. A valuation allowance is required to the extent any deferred tax assets may not be realizable. Contract balances Contract assets consist of costs and estimated earnings in excess of billings on uncompleted contracts and unearned revenue consists of billings in excess of costs and estimated earnings on uncompleted contracts. Contract liabilities primarily relate to upfront payments and consideration received from customers for data center hosting, billings in excess of costs and estimated earnings on uncompleted engineering contracts, and the upfront license fee generated from our legacy animal health business. ​ Remaining performance obligations Remaining performance obligations represent the transaction price of contracts for work that has not yet been performed. Amounts related to Bitcoin Mining are not included as the Company elected the practical expedient to not disclose amounts related to contracts with a duration of one year or less. Additionally, the Company elected the practical expedient to not adjust the transaction price for the existence of a significant financing component if the timing difference between a customer’s payment and our performance is one year or less. ​ Cost of revenues ● Bitcoin Mining: Cost of revenues consists primarily of direct production costs of mining operations, including electricity, labor, insurance, variable data center hosting fees, but excluding depreciation and amortization which are separately stated.   ● Data Center Hosting: Cost of revenues consists primarily of direct power costs, rent and compensation costs.   ● Engineering: Cost of revenues consists primarily of direct materials and labor, as well as indirect manufacturing costs.    Stock-based compensation The Company accounts for share-based payment awards exchanged for services at the estimated grant date fair value of the award, which is based on the fair market value of the Company’s common stock at the time of the grant. For performance-based share-based payment awards, the Company begins to recognize compensation cost over the performance period when achievement of the milestones and targets is probable. The Company has elected to account for forfeitures of awards as they occur. Recently issued accounting pronouncements The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequences of the change to its consolidated financial statements and assures that there are proper controls in place to ascertain that the Company’s consolidated financial statements properly reflect the change. In June 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which was codified with its subsequent amendments as Accounting Standards Codification (“ASC”) Topic 326, Financial Instruments – Credit Losses (“ASC 326”). ASC 326 seeks to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments, including trade receivables, and other commitments to extend credit held by a reporting entity at each reporting date. The amendments require an entity to replace the incurred loss impairment methodology in other GAAP with a methodology that reflects current expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The updated guidance is effective for the Company for annual reporting periods beginning after December 15, 2022, and early adoption is permitted. In connection with the Company’s acquisitions during the year ended December 31, 2021, the Company adopted this standard on January 1, 2021 and the adoption did not have a material impact on the financial statements and related disclosures. F-20 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements In December 2019, the FASB issued ASU 2019-12, “ Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12” ), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in ASC Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company adopted this standard on January 1, 2020 and the adoption did not have a material impact on the financial statements and related disclosures. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) , (“ASU 2021-04”). This ASU reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. This ASU provides guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another Topic. It specifically addresses: (1) how an entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; (2) how an entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; and (3) how an entity should recognize the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange. This ASU will be effective for all entities for fiscal years beginning after December 15, 2021. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. Early adoption is permitted, including adoption in an interim period. The adoption of ASU 2021-04 on January 1, 2022 did not have a material impact on the Company’s financial statements. Note 5. Acquisitions Acquisition of Corsicana Facility Land Site During the year ended December 31, 2022, the Company initiated a large-scale development to expand its Bitcoin mining and data center hosting capabilities with the acquisition of a 265 -acre site in Navarro County, Texas, strategically located next to the Navarro switch, for $ 10.1 million, where its anticipated one -gigawatt Bitcoin mining and data center facility complex, the Corsicana Facility, is under development. The initial phase of the development of the Corsicana Facility involves the construction of 400 megawatts of immersion-cooled Bitcoin mining and data center hosting infrastructure spread across multiple buildings, as well as a high-voltage power substation and transmission facilities to supply power and water to the facility. Construction of the substation and the data centers is expected to be carried out concurrently, with Bitcoin Mining and Data Center Hosting operations expected to commence by the fourth quarter of 2023, following the commissioning of the substation, which is expected to be completed in the fourth quarter 2023. This first phase of the development of the Corsicana Facility includes land acquisition, site preparation, substation development, and transmission construction, along with construction buildings utilizing the Company’s immersion-cooling infrastructure and technology, and ancillary buildings. Through December 31, 2022, the Company has incurred costs of approximately $ 53.4 million related to the development of the Corsicana Facility, including $ 10.1 million for land, $ 38.6 million of initial developments costs and equipment, and a $ 4.7 million deposit for future power usage. Acquisition of ESS Metron On December 1, 2021, the Company acquired 100 % of the equity interests of Ferrie Franzmann Industries, LLC (d/b/a ESS Metron). ESS Metron is a power distribution and management systems manufacturing, design and engineering firm based in Denver, Colorado, operating from facilities totaling approximately 121,000 square feet of manufacturing, office, and warehouse space in the metropolitan Denver area. These facilities are subject to long-term lease agreements. The acquisition of ESS Metron established the Company’s Engineering business and enhanced the Company’s ability to scale its Bitcoin Mining and Data Center Hosting operations. Total consideration transferred of $ 56.9 million was comprised of a cash payment of approximately $ 30.1 million, net of $ 3.7 million of seller transaction costs, and 715,413 shares of the Company’s common stock with an acquisition date fair value of approximately $ 26.7 million. Of the 715,413 shares of common stock, 645,248 were issued upon closing and the remaining 70,165 were withheld as security for the sellers’ indemnification obligations for 18 months following the transaction closing date. Upon the conclusion of this post-closing indemnification period, the withheld shares will be issued to the ESS Metron sellers, subject to satisfaction of any indemnification obligations as may arise during the indemnification period. F-21 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements Other than an insignificant post-closing settlement of preliminary net working capital, there were no adjustments to the provisional purchase price and fair value estimates. The Company finalized the valuation of the acquired assets and liabilities, and consideration transferred, in December 2022. The following table presents the allocation of the purchase consideration: ​ ​ ​ ​ ​ Cash and cash equivalents $ 549 Accounts receivable ​ 9,879 Prepaid and other current assets ​ 636 Inventory and work-in-progress ​ 1,175 Costs and estimated earnings in excess of billings ​ 13,205 Property and equipment ​ 4,501 Intangible assets ​ 14,000 Right of use asset ​ 6,714 Accounts payable ​ ( 9,235 ) Accrued expenses ​ ( 1,239 ) Billings in excess of costs and estimated earnings ​ ( 5,883 ) Operating lease liabilities ​ ( 6,714 ) Warranty liability ​ ( 116 ) Total identifiable assets and liabilities acquired ​ 27,472 Goodwill ​ 29,379 Total purchase consideration ​ $ 56,851 ​ Goodwill represents the excess of total purchase consideration over the preliminary fair value of the underlying assets acquired and liabilities assumed. Goodwill is attributable to the assembled workforce of experienced personnel at ESS Metron and synergies expected to be achieved from the combined operations of Riot and ESS Metron. The goodwill recognized is expected to be deductible for tax purposes. We assigned the goodwill to our Engineering segment. See Note 22, Segment Information . The Company determined that the 70,165 shares withheld meet the conditions necessary to be classified as equity because the consideration is indexed to the Company’s own equity, there are no exercise contingencies based on an observable market not based on its stock or operations, settlement is consistent with a fixed-for-fixed equity instrument, the agreement contains an explicit number of shares and there are no cash payment provisions. Additionally, based on these assessments, the Company determined the shares be recorded at fair value on the acquisition date similar to escrowed shares or securities and accounted for them in total consideration transferred. This consideration relates to representations and warranties of circumstances that existed as of the acquisition date and which the Company believes to be accurate, with future issuance of the share consideration deemed likely to occur. The fair values of cash and cash equivalents, accounts receivable, prepaid and other current assets, inventory and work-in-progress, accounts payable, accrued expenses, and warranty liability were determined to be the carrying values due to the short-term nature of the assets and liabilities. The fair value of the acquired trade receivables was determined to be the net realizable amount of the closing date book value of $ 9.9 million. Contract assets consist of costs and estimated earnings in excess of billings on uncompleted contracts and unearned revenue consists of billings in excess of costs and estimated earnings on uncompleted contracts. The fair values of these assets and liabilities were determined to be the carrying values due to the short-term nature of the underlying project contracts incurring costs and the associated customer billings. The fair value of property and equipment was estimated by applying the cost approach. The cost approach uses the replacement or reproduction cost as an indicator of fair value. The assumptions of the cost approach include replacement cost new, projected capital expenditures, and physical deterioration factors including economic useful life, remaining useful life, age, and effective age. Intangible assets reflect the identifiable intangible assets acquired, consisting of customer relationships, a trademark and UL Listings. Customer relationships are assigned an estimated useful life of approximately 10 years based on the low attrition of the customer base, in part due to the customized nature of the Company’s products. Fair value of the customer relationships was estimated by applying an income approach – multi period excess earnings method. The fair value was determined by calculating the present value of estimated future operating cash flows generated from the existing customers less costs to realize the revenue. The Company applied a discount rate of 21 % , which reflected the nature of the assets as they relate to the risk and uncertainty of the estimated F-22 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements future operating cash flows. Other significant assumptions used to estimate the fair value of the customer contracts include an assumed income tax rate of 25 % . Although ESS Metron has been in business for over 60 years, the trademark was assigned a 10-year life due to the Company obtaining more data center customers where the longevity of the projects may be shorter than have been historically. Fair value of the trademark was estimated by applying the relief from royalty rate method. The fair value was determined by applying an estimated royalty rate to revenues, measuring the value the Company would pay in royalties to a market participant if it did not own the trademark and had to license it from a third party. UL Listings were assigned a 12-year life. A UL Listing means that UL, LLC has tested representative samples of a product and determined that the product meets specific, defined requirements. These requirements are often based on UL’s published and nationally recognized Standards for Safety. Although the UL Listing certifications do not expire, due to technological improvements in similar products, particularly in the data center industry, a 12-year life was assumed. Fair value of the UL Listings was estimated by applying an estimated developer’s profit margin of approximately 4.5 % to estimated costs to be incurred over an estimated six months to re-acquire the UL Listings. The Company applied a discount rate of 15 % , which reflected the short time necessary to re-acquire the asset. The right of use asset and operating lease liabilities consist of two operating leases of the manufacturing facility in Denver, CO. These leases have combined annual payments of approximately $ 0.9 million and had remaining lease terms of approximately 3.5 and 10 years as of acquisition. The operating results of ESS Metron have been included in the Company’s consolidated statements of operations since the acquisition date. The Company recognized $ 2.1 million of acquisition-related costs related to this acquisition that were expensed as incurred. The financial results of the acquisition have been included in the Company’s consolidated financial statements from the closing of the acquisition. From the acquisition date through December 31, 2021, ESS Metron’s total revenue and net income was approximately $ 4.2 million and $ 0.2 million, respectively. ​ Acquisition of Whinstone On May 26, 2021, the Company acquired 100 % of the equity interests of Whinstone US, Inc., the owner and operator of the Rockdale Facility. The assets and operations of Whinstone increased the scale and scope of Riot’s operations, which is a foundational element in the Company’s strategy to become an industry-leading Bitcoin mining platform on a global scale. Total consideration transferred of $ 460.4 million was comprised of a $ 53.0 million cash payment (including $ 38.1 million of debt payoff and certain Seller transaction costs), 11.8 million shares of the Company’s common stock with an acquisition date fair value of approximately $ 326.2 million, an $ 83.0 million contingent purchase price payable to the Seller (see Note 19. Commitments and Contingencies ), and other net items of $( 1.7 million). There were no adjustments to the provisional purchase price and fair value estimates. The Company finalized the valuation of these assets and liabilities, and consideration transferred, in May 2022. F-23 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements The following table presents the allocation of the purchase consideration: ​ ​ ​ ​ ​ Cash and cash equivalents $ 10,400 Accounts receivable ​ 1,072 Prepaid expenses and other current assets ​ 2,176 Property and equipment ​ 91,707 Derivative asset ​ 13,967 Right of use asset ​ 6,547 Security deposits ​ 1,775 Future power credits ​ 82,953 Accounts payable ​ ( 12,853 ) Accrued expenses ​ ( 504 ) Deferred revenues and customer deposits ​ ( 34,856 ) Operating lease liabilities ​ ( 8,184 ) Total identifiable assets and liabilities acquired ​ 154,200 Goodwill ​ 306,184 Total purchase consideration ​ $ 460,384 ​ Goodwill represents the excess of total purchase consideration over the preliminary fair value of the underlying assets acquired and liabilities assumed. Goodwill is attributable to the assembled workforce of experienced personnel at Whinstone and synergies expected to be achieved from the combined operations of Riot and Whinstone. None of the goodwill recognized is expected to be deductible for tax purposes. We assigned the goodwill to our Hosting segment. See Note 22, Segment Information . As part of the share purchase agreement Riot entered into with the Seller in connection with the Whinstone Acquisition, Riot is obligated to Seller to pay up to a maximum amount of $ 86 million, net of income taxes as defined under the stock purchase agreement (undiscounted) of additional consideration if certain power credits are received or realized by Whinstone. Those power credits arose from the February 2021 weather event. The purchase price included the estimated fair value of the contingent consideration at the Whinstone Acquisition Date of approximately $ 83 million. The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement. The significant assumptions used to estimate the fair value are described in Note 18, Fair Value Measurements . These assumptions for the power credits whose utilization by Whinstone is contingent on ERCOT’s future power billings, include the timing of receipt or realization of the power credits, estimates of future power consumption, the discount rate and credit risk of the Company and the owing party (ERCOT). The fair value of the acquired trade receivables was determined to be the net realizable amount of the closing date book value of $ 1.1 million. The fair value of the acquired long-term other asset of approximately $ 83 million relates to the estimated amount of power credits due Whinstone from the February 2021 weather event. We estimated the fair value of the power credits to be the same as that of the contingent consideration arrangement because the Company is required to remit to the Seller in cash as additional consideration the amount of such power credits received or realized by Whinstone. See discussion above on contingent consideration. The derivative asset acquired pertains to Whinstone’s Power Supply Agreement. Fair value of the contract of approximately $ 14 million was estimated by applying a discounted debt-free cash flow approach. This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in ASC 820. The significant assumptions used to estimate fair value of the derivative contract include a discount rate of 21 % , which reflected the nature of the contract as it relates to the risk and uncertainty of the estimated future mark-to-market adjustments, forward price curves of the power supply, broker/dealer quotes and other similar data obtained from quoted market prices or independent pricing vendors. The fair value of property and equipment was estimated by applying the cost approach. The cost approach uses the replacement or reproduction cost as an indicator of fair value. The assumptions of the cost approach include replacement cost new, projected capital expenditures, and physical deterioration factors including economic useful life, remaining useful life, age, and effective age. The operating results of Whinstone have been included in the Company’s consolidated statements of operations since the acquisition date. The Company recognized $ 19.1 million of acquisition-related costs that were expensed as incurred. F-24 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements The financial results of the acquisition have been included in the Company’s consolidated financial statements from the closing of the acquisition. From the acquisition date through December 31, 2021, Whinstone’s total revenue and net income was approximately $ 24.5 million and $ 1.2 million, respectively. Pro Forma Information (Unaudited) The following unaudited pro forma financial information summarizes the combined results of operations for Riot, Whinstone, and ESS Metron as if the companies were combined as of January 1, 2020. The unaudited pro forma information does not reflect the effect of costs or synergies that may result from the acquisition. The pro forma information excludes acquisition-related costs of $ 21.2 million during the year ended December 31, 2021. The pro forma information does not purport to be indicative of the results of operations that actually would have resulted had the combination occurred on January 1, 2020, or of future results of the consolidated entities. This unaudited pro forma information is presented for informational purposes only and is not necessarily indicative of future operating results of the combined company. ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ 2021 2020 Total revenue ​ $ 237,650 ​ $ 73,608 Net loss ​ $ 9,615 ​ $ 51,890 ​ ​ Note 6. Revenue from Contracts with Customers Disaggregated revenue Revenue disaggregated by reportable segment is presented in See Note 22. Segments Information . Contract balances Contract assets consist of Costs and estimated earnings in excess of billings on uncompleted engineering contracts. As of December 31, 2022 and 2021, contract assets were $ 19.7 million and $ 9.9 million, respectively, and were entirely attributable to the ESS Metron acquisition. Contract liabilities primarily relate to upfront payments and consideration received from customers for data center hosting, billings in excess of costs and estimated earnings on uncompleted engineering contracts. The following table presents changes in the total deferred revenue liability and billings in excess of costs and estimated earnings: ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ 2022 2021 Beginning balance ​ $ 33,167 ​ $ 776 Revenue recognized ​ ( 12,416 ) ​ ( 1,597 ) Billings in excess of costs and estimated earnings ​ ​ 8,446 ​ ​ 5,264 Acquired contract balances ​ — ​ 34,424 Termination of an acquired customer contract ​ — ​ ( 5,700 ) Ending balance ​ $ 29,197 ​ $ 33,167 ​ Remaining performance obligation The following table presents estimated revenue expected to be recognized in the future related to the unsatisfied portion of the performance obligation as of December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2024 2025 2026 Thereafter Total Data Center Hosting (a) $ 2,396 $ 2,114 $ 2,255 $ 2,397 $ 11,007 $ 20,169 Engineering ​ 8,446 ​ — ​ — ​ — ​ — ​ 8,446 Other ​ ​ 97 ​ ​ 97 ​ ​ 97 ​ ​ 97 ​ ​ 194 ​ ​ 582 Total contract liabilities ​ $ 10,939 ​ $ 2,211 ​ $ 2,352 ​ $ 2,494 ​ $ 11,201 ​ $ 29,197 (a) Data Center Hosting deferred revenue primarily consists of upfront payments, which the Company generally recognizes as services are provided. ​ F-25 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements Concentrations ​ During the year ended December 31, 2022, the Company earned revenue of approximately $ 29.7 million from one customer, representing 11.4 % of total consolidated revenue, in its Engineering segment. No other individual customer accounted for more than 10% of total revenue for the year ended December 31, 2022. During the years ended December 31, 2021 and 2020, no single customer or related group of customers contributed 10% or more of the Company’s total consolidated revenue. As of December 31, 2022, five customers accounted for more than 80 % of consolidated accounts receivable. As of December 31, 2021, seven customers accounted for more than 83 % of consolidated accounts receivable. ​ Note 7. Bitcoin The following table presents information about the Company’s Bitcoin: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, ​ ​ 2022 ​ 2021 ​ ​ ​ ​ ​ (as restated) Beginning balance ​ $ 150,593 ​ $ 10,186 Revenue recognized from Bitcoin mined ​ 156,870 ​ 184,422 Proceeds from sale of Bitcoin ​ ( 79,529 ) ​ — Exchange of Bitcoin for employee compensation ​ ​ ( 1,495 ) ​ ​ ( 295 ) Realized gain on sale/exchange of Bitcoin ​ 30,346 ​ 253 Impairment of Bitcoin ​ ( 147,365 ) ​ ( 43,973 ) Ending balance ​ $ 109,420 ​ $ 150,593 ​ During the years ended December 31, 2022, 2021, and 2020, the Company recorded impairment charges on its Bitcoin holdings of $ 147.4 million, $ 44.0 million, and $ 3.6 million, respectively. Note 8. Investments in Marketable Equity Securities Coinsquare and Mogo In September 2017, and February 2018, the Company acquired a minority interest for $ 9.4 million in Coinsquare Ltd., a Canadian cryptocurrency exchange, which operates a digital cryptocurrency exchange platform in Canada. The investment resulted in an ownership in Coinsquare by the Company of approximately 11.7 % ownership in Coinsquare on a fully diluted basis. The Company elected to account for the investment using the measurement alternative as the equity securities are without a readily determinable fair value and do not give the Company significant influence over Coinsquare. Per the measurement alternative, the investment is recorded at cost, less any impairment, plus or minus changes resulting from observable price changes. During June 2020, the Company became aware of allegations brought by the Ontario Securities Commission (the “OSC”) that Coinsquare and certain of its executives and directors engaged in systematic “wash trading” of cryptocurrencies on its Coinsquare market to manipulate the market’s trading volume during 2018 and 2019. On July 21, 2020, a hearing panel of the OSC entered an order (the “Order”) approving the settlement agreement between OSC, Coinsquare, and certain of its executives and directors (the “Settlement Agreement”), in which they admitted to breaches of Ontario securities laws and/or conduct contrary to the public interest including, market manipulation through reporting inflated trading volumes on its Coinsquare Market, misleading its clients and investors about these trading volumes, and taking reprisal against an internal whistleblower who brought this conduct to the attention of the named executives and directors. The Order requires certain oversight and governance procedures and to prohibit the named executives and directors from engaging in certain activities with respect to Coinsquare; additionally, the named executives and directors were required to resign from Coinsquare and Coinsquare and the named executives and directors were required to pay penalties and costs totaling approximately CAD 2.2 million. The Company thereupon determined there were indicators that would cause a 100 % impairment of the Coinsquare investment and observed price changes and recorded an impairment expense of $ 9.4 million for its investment in Coinsquare during the year ended December 31, 2020. F-26 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements During the year ended December 31, 2021, under agreements between Coinsquare, Coinsquare’s shareholders (including Riot) and Mogo Inc. (NASDAQ: MOGO), a digital payments and financial technology company (“Mogo”), Riot sold its 3.4 million common shares of Coinsquare in exchange for approximately 3.2 million common shares of Mogo and approximately $ 1.8 million in cash. During the year ended December 31, 2021, the Company recorded a gain on sale/exchange of long-term investments of $ 26.3 million for the sale of its shares of Coinsquare. Concurrently, the Company recorded the fair value of the Mogo shares received in the exchange of $ 24.8 million in investments in marketable equity securities within current assets on the consolidated balance sheets. The fair value was calculated as 3.2 million shares of Mogo common stock multiplied by the fair value of the Mogo shares received. During the year ended December 31, 2021, we recorded an unrealized loss on the shares of approximately $ 13.7 million based on the closing price per share of Mogo common stock on the Nasdaq Stock Market on December 31, 2021 of $ 3.42 . During the year ended December 31, 2022, the Company sold all 3.2 million shares of its shares of Mogo for proceeds of $ 1.8 million, resulting in realized losses of approximately $ 9.0 million. Note 9. Property and Equipment Property and equipment consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, ​ 2022 ​ 2021 Buildings and building improvements ​ $ 229,685 ​ $ 88,808 Land rights and land improvements ​ 10,164 ​ — Miners and mining equipment ​ ​ 441,324 ​ 87,921 Machinery and facility equipment ​ 35,125 ​ 15,613 Office and computer equipment ​ 1,206 ​ 1,007 Construction in progress ​ 97,231 ​ 113,598 Total cost of property and equipment ​ 814,735 ​ 306,947 Less accumulated depreciation ​ ( 122,180 ) ​ ( 30,467 ) Property and equipment, net ​ $ 692,555 ​ $ 276,480 ​ The Company recognized an impairment charge for its miners and mining equipment during the year ended December 31, 2022, as described below, but did not incur any other impairment charges for its property and equipment for the years ended December 31, 2022, 2021, and 2020. Miners and mining equipment As of December 31, 2022, the Company had deployed a total of 88,556 miners in its mining operation, all at the Rockdale Facility. ​ During the year ended December 31, 2022, the Company paid approximately $ 194.9 million as deposits, primarily for ASIC miners, which were shipped monthly through December 2022, except for 5,130 miners that were received in January 2023, and reclassified $ 422.9 million to property and equipment in connection with the receipt of 57,649 miners at the Rockdale Facility. ​ During the year ended December 31, 2021, the Company entered into six purchase agreements with Bitmain to acquire 52,500 Antminer model S19j miners and 30,000 of their latest Antminer model S19XP miners for a combined total purchase price of approximately $ 535.0 million. As of December 31, 2022, no amounts remain payable to Bitmain. Depreciation and amortization expense related to property and equipment totaled approximately $ 105.9 million, $ 26.1 million, and $ 4.3 million, for years ended December 31, 2022, 2021, and 2020, respectively. During the year ended December 31, 2022, the Company elected to not renew its co-location mining services agreement with Coinmint, which was therefore terminated automatically per its terms, effective as of July 8, 2022. In connection with the termination, the Company arranged for the transfer of the miners it was operating at Coinmint’s Massena, New York facility (the “Coinmint Facility”). The Company then entered into an equipment exchange agreement with a third-party Bitcoin mining company (the “Counterparty”), whereby the Company transferred approximately 5,700 of the Antminer model S19 Pro miners it had previously deployed at the Coinmint Facility to the Counterparty in exchange for 5,000 factory-new Antminer model S19j Pro miners delivered to the Rockdale Facility. After completing the transfer of the miners to the Counterparty, the Company relocated the balance of the F-27 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements miners it had deployed at the Coinmint Facility to the Rockdale Facility. As a result of the exchange with the Counterparty, during the year ended December 31, 2022, the Company recognized a gain on the exchange of equipment of approximately $ 16.3 million. Impairment of miners During the year ended December 31, 2022, adverse changes in business climate, including decreases in the price of Bitcoin and resulting decrease in the market price of miners, indicated that an impairment triggering event had occurred. Testing performed indicated the estimated fair value of the Company’s miners to be less than their net carrying value as of December 31, 2022, and an impairment charge of $ 55.5 million was recognized, decreasing the net carrying value of the Company’s miners to their estimated fair value. The estimated fair value of the Company’s miners is classified in Level 2 of the fair value hierarchy due to the quoted market prices for similar assets. Casualty-related charges (recoveries), net In December 2022, the Rockdale Facility was damaged during severe winter storms in Texas, impacting approximately 2.5 EH/s of our hash rate capacity. Repairs have been ongoing, and, in January 2023, the Company successfully brought approximately 0.6 EH/s of impacted hash rate capacity back online. The Company has estimated that total damages of $ 9.7 million were incurred during 2022. No insurance recoveries have been received. Recoveries will be recognized when they are probable of being received. Construction in progress Upon completion of the Whinstone Acquisition, we commenced expansion of our Rockdale Facility to 700 MW, from its initial 300 MW of developed capacity. As of December 31, 2022, our 400 MW expansion at the Rockdale Facility had achieved multiple progress milestones while navigating the challenges with the current state of the global supply chain, including the completion of the substation expansion to 700 MW, successful installation of the substation busbar, and 400 MW of high-voltage transformers. We also completed construction of three new buildings in 2022, and a fourth is currently being constructed. Related party land transaction During the year ended December 31, 2022, the Company began an initiative to provide certain on-site temporary housing for stakeholders, including partners, analysts, stockholders, etc. The initiative arose as a result of limited accommodations for visitors in the Rockdale, Texas area, which is relatively remote. During 2022 Riot purchased land for the development of temporary housing from Lyle Theriot (indirectly, through a limited liability company) for approximately $ 0.1 million. Mr. Theriot is part of the management team at Whinstone and is considered a related party of Whinstone. The Company evaluated certain related party implications of the purchase, under GAAP and other applicable regulatory reporting requirements including, but not limited to, the Sarbanes-Oxley Act of 2002, and determined the transaction occurred on an arm’s length basis. Commitment As of December 31, 2022, the Company had outstanding executed purchase agreements for the purchase of miners from Bitmain for a total of 5,130 S19 series miners, which were received in January 2023. A summary of the purchase agreement commitments, deposits paid, and delivery timing is summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Original Purchase Open Purchase ​ ​ ​ Agreement Date ​ Commitment ​ Commitment ​ Deposit Balance ​ Received November 22, 2021 ​ 32,550 ​ — ​ 3,467 First Quarter 2023 December 10, 2021 ​ 97,650 ​ — ​ 9,879 First Quarter 2023 December 24, 2021 ​ 202,860 ​ — ​ 19,927 First Quarter 2023 Total ​ $ 333,060 ​ $ — ​ $ 33,273 ​ ​ F-28 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements Note 10. Goodwill and Intangible Assets Goodwill The following table presents the changes in goodwill for the year ended December 31, 2022: ​ ​ ​ ​ ​ Balance as of January 1, 2022 $ 335,563 ESS Metron purchase accounting adjustment ​ ​ 85 Impairment ​ ​ ( 335,648 ) Balance as of December 31, 2022 ​ $ — ​ During the second quarter of 2022, adverse changes in business climate, including decreases in the price of Bitcoin and increased volatility of equity markets, as evidenced by declines in the market price of the Company’s securities, those of its peers, and major market indices, reduced market multiples and increased weighted-average costs of capital, primarily driven by an increase in interest rates. Market concerns related to inflation, supply chain disruption issues and other macroeconomic factors were some of the primary causes for these declines. Additionally, the price of Bitcoin had declined significantly, notably during the second quarter of 2022. Due to these factors, the Company determined that a triggering event had occurred, and therefore, performed a goodwill impairment assessment as of June 30, 2022. The valuation of the Company’s reporting units was determined with the assistance of an independent valuation specialist firm using a market approach. The market approach was based on the Guideline Public Company Method, which is derived from metrics of publicly traded companies or historically completed transactions of comparable businesses. The selection of comparable businesses was based on the markets in which the reporting units operated, giving consideration to risk profiles, size, geography, and diversity of products and services. Under the market approach, the Company evaluated the fair value based on trailing and forward-looking earnings and revenue multiples derived from comparable publicly traded companies with similar market position and size as the Company’s reporting units. The unobservable inputs used to measure the fair value included projected revenue growth rates, the price of Bitcoin, the global Bitcoin network hash rate, the timing of miner shipments under currently executed contracts and their subsequent deployment, and the determination of appropriate market comparison companies. The trailing-twelve-month and next-twelve-month enterprise value-to-revenue multiples assumed in the analysis ranged from approximately 0.7x to approximately 3.9x. The resulting estimated fair values of the combined reporting units were reconciled to the Company’s market capitalization, including an estimated implied control premium of approximately 30 %. The results of the quantitative test indicated the fair value of the reporting units did not exceed their carrying amounts, including goodwill, in excess of the carrying value of the goodwill. As a result, the entire carrying amount of the goodwill was recognized as a non-cash impairment charge during the year ended December 31, 2022. Finite-Lived Intangible Assets The following table presents the Company’s finite-lived intangible assets as of December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted- ​ ​ Gross ​ Accumulated ​ Net book ​ average life ​ book value amortization value (years) Customer contracts ​ $ 6,300 ​ $ ( 671 ) ​ $ 5,629 10 Trademark ​ 5,000 ​ ( 542 ) ​ 4,458 10 UL Listings ​ 2,700 ​ ( 244 ) ​ 2,456 12 Patents ​ 10,060 ​ ( 1,126 ) ​ 8,934 Various Finite-lived intangible assets ​ $ 24,060 ​ $ ( 2,583 ) ​ $ 21,477 ​ ​ ​ During the year ended December 31, 2022, the Company paid $ 9.5 million to license a patent for technology being used in the development of the Corsicana Facility. The amount paid is being amortized over the term of the license, which expires on December 31, 2024. F-29 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements The following table presents the Company’s finite-lived intangible assets as of December 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted- ​ ​ Gross Accumulated Net book ​ average life ​ book value amortization value (years) Customer contracts ​ $ 6,300 ​ $ ( 51 ) ​ $ 6,249 10 Trademark ​ 5,000 ​ ( 42 ) ​ 4,958 10 UL Listings ​ 2,700 ​ ( 19 ) ​ 2,681 12 Patents ​ 742 ​ ( 468 ) ​ 274 Various Finite-lived intangible assets ​ $ 14,742 ​ $ ( 580 ) ​ $ 14,162 ​ ​ ​ The following table presents the estimated future amortization of the Company’s finite-lived intangible assets as of December 31, 2022: ​ ​ ​ ​ 2023 ​ $ 5,830 2024 ​ 5,815 2025 ​ 1,355 2026 ​ 1,355 2027 ​ 1,355 Thereafter ​ 5,767 Total ​ $ 21,477 ​ ​ The Company did not identify any impairment of its finite-lived intangible assets during the years ended December 31, 2022, 2021, and 2020 Note 11. Derivatives Power Supply Contract and Demand Response Services Programs In May 2020, the Company entered into a Power Supply Agreement with TXU Energy Retail Company LLC to provide the delivery of 130 MW of electricity by TXU to the Rockdale Facility, via the facility owned by Oncor Electric Delivery Company, LLC, at fixed prices through April 30, 2030. In March and November 2022, the Company and TXU agreed to increase the amount of electricity to be provided under the Power Supply Agreement by 65 MW and 150 MW, respectively, of electricity at fixed prices through April 30, 2030 and October 31, 2027, respectively, for a total of 345 MW under contract at fixed prices. If more electricity is used than is contracted, the cost of the excess is incurred at the current spot rate. Concurrently with the Power Supply Agreement, the Company entered into a contract with Oncor for the extension of delivery system transmission/substation facilities to facilitate delivery of the electricity to the Rockdale Facility (the “Facilities Agreement”). Power costs incurred under this contract are determined on an hourly basis using settlement information provided by the Electric Reliability Council of Texas (“ERCOT”) and are recorded in Cost of revenue: Data Center Hosting on the Consolidated Statements of Operations. In collaboration with market participants such as the Company, ERCOT has a Demand Response Services Program for customers that have the ability to reduce or modify electricity use in response to instructions or signals. The Demand Response Services Program provides the ERCOT market with valuable reliability and economic services by helping to preserve system reliability, enhancing competition, mitigating price spikes, and encouraging the demand side of the market to respond better to wholesale price signals. Market participants with electrical loads like the Company may participate in the Demand Response Service Program directly by offering their electrical loads into the ERCOT markets, or indirectly by voluntarily reducing their energy usage in response to increasing wholesale prices. Under the Demand Response Services Program, depending on the spot market price of electricity, we may, when there is a benefit to our Company, offer electricity back to ERCOT in exchange for cash payments or credits against future power costs, rather than using the power for the Company’s operations during these peak times to most efficiently manage our operating costs. During the years ended December 31, 2022 and 2021, we sold approximately $ 27.3 million and $ 6.5 million, respectively, in electricity back to ERCOT in exchange for credits against future power costs. These sales back to ERCOT are recorded in Power curtailment credits on the Consolidated Statements of Operations. F-30 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements The Company determined the Power Supply Agreement meets the definition of a derivative because the Demand Response Services Program allows for net settlement. However, because we have the ability to offer the power back to the grid rather than take physical delivery, physical delivery is not probable through the entirety of the contract and therefore, we do not believe the normal purchases and normal sales scope exception applies to the Power Supply Agreement. Accordingly, the Power Supply Agreement (the non-hedging derivative contract) is accounted for as a derivative and recorded at its estimated fair value each reporting period in Derivative asset on the Consolidated Balance Sheets with the change in the fair value recorded in Change in fair value of derivative asset on the Consolidated Statements of Operations. The Power Supply Agreement is not designated as a hedging instrument. The estimated fair value of the Company’s derivate asset is classified in Level 3 of the fair value hierarchy due to the significant unobservable inputs utilized in the valuation. Specifically, our discounted cash flow estimation models contain quoted commodity exchange spot and forward prices and are adjusted for basis spreads for load zone-to-hub differentials through the term of the Power Supply Agreement, which ends in December 2030. The discount rate utilized of approximately 22.3 % includes observable market inputs, but also includes unobservable inputs based on qualitative judgment related to company-specific risk factors. The terms of the Power Supply Agreement require margin-based collateral, calculated as exposure resulting from fluctuations in the market cost rate of electricity versus the fixed price stated in the contract. As of December 31, 2022, the margin-based collateral requirement of the Company was zero. While we manage operating costs at the Rockdale Facility in part by periodically selling unused or uneconomical power in the market back to ERCOT, we do not consider such actions trading activities. That is, we do not engage in speculation in the power market as part of our ordinary activities. The following table presents changes in the estimated fair value of the Derivative asset : ​ ​ ​ ​ ​ Balance as of January 1, 2021 ​ $ — Acquisition of Whinstone ​ ​ 13,967 Change in fair value of derivative asset ​ ​ 12,112 Balance as of December 31, 2021 ​ ​ 26,079 Change in fair value of derivative asset ​ 71,418 Balance as of December 31, 2022 ​ $ 97,497 ​ ​ Note 12. Long-Term Assets Deposits Deposits consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, ​ ​ 2022 ​ 2021 Deposits on equipment: ​ ​ Beginning balance ​ $ 261,215 ​ $ 33,093 Additions ​ 194,923 ​ 274,833 Reclassification to property and equipment ​ ( 422,865 ) ​ ( 46,711 ) Ending balance ​ 33,273 ​ 261,215 Security deposits ​ 9,160 ​ 4,955 Total deposits ​ $ 42,433 ​ $ 266,170 ​ Deposits on Equipment ​ During the year ended December 31, 2022, the Company paid approximately $ 194.9 million as deposits, primarily for miners, and reclassified $ 422.9 million to property and equipment in connection with the receipt of 57,649 miners at the Rockdale Facility. See Note 9. Property and Equipment . During the year ended December 31, 2021, the Company paid approximately $ 274.8 million as deposits, primarily for miners, and reclassified $ 46.7 million to property and equipment in connection with the receipt of 23,864 miners at the Coinmint Facility and the Rockdale Facility. F-31 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements ​ Security Deposits During the year ended December 31, 2022, the Company paid approximately $ 4.7 million as a security deposit for the development of the Corsicana Facility. As of December 31, 2022, $ 1.8 million of the amount paid to Oncor in 2021, as described below, remains held as a deposit and the Company has other security deposits totaling approximately $ 2.7 million, including its ground lease of $ 1.8 million. During the year ended December 31, 2021, the Company paid approximately $ 3.1 million in connection with an amended and restated Transmission/Substation Facility Extension Agreement for the construction of the Oncor-owned Delivery System facilities to serve the expansion of the Rockdale Facility. As of December 31, 2021, the Company had security deposits totaling approximately $ 5.0 million, including its ground lease of $ 1.8 million. ​ Note 13. Accrued Expenses Accrued expenses consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, ​ ​ 2022 ​ 2021 Construction in progress ​ $ 16,621 ​ $ 12,110 Power related costs and remittances ​ 32,632 ​ — Accrued compensation ​ ​ 8,582 ​ ​ 5,741 Insurance ​ 3,660 ​ 2,507 Other ​ 3,969 ​ 1,713 Total accrued expenses ​ $ 65,464 ​ $ 22,071 ​ ​ ​ Note 14. Debt Credit and Security Facility ​ During the year ended December 31, 2022, the Company entered into a $ 10.0 million Credit and Security Facility, which consists of a $ 6.0 million Revolving Line of Credit and a $ 4.0 Equipment Guidance Line. ​ The $ 6.0 million Revolving Line of Credit has a term of one year with interest due monthly and principal due at maturity. All amounts borrowed under the Revolving Line of Credit carry a variable interest of not less than 4.0 % and are secured by the assets of ESS Metron. As of December 31, 2022, the interest rate was 7.5 %. ​ The $ 4.0 million Equipment Guidance Line has a term of one year and permits the Company to finance up to 80.0 % of certain equipment purchases. All amounts borrowed under the Equipment Guidance Line carry a variable interest of not less than 4.0 % and are secured by the assets of ESS Metron. As of December 31, 2022, the interest rate was 7.5 %. ​ Total borrowings under the Credit and Security Facility as of, and during the year ended, December 31, 2022, were less than $ 0.1 million. ​ All borrowings and accrued interest under the equipment guidance line convert to fixed rate term loans every six months, which have either five-year terms for borrowings used to acquire vehicles and manufacturing equipment (“Manufacturing Term Loans”) or three-year terms for borrowings of equipment other than vehicles and manufacturing equipment (“Equipment Term Loans”). The Manufacturing Term Loans carry interest at a fixed rate equal to the five-year treasury rate plus 2.5 % as of conversion and the Equipment Term Loans carry interest at a fixed rate equal to the three-year treasury rate plus 2.5 % as of conversion. As of December 31, 2022, no amounts were due under Manufacturing Term Loans or Equipment Term Loans. ​ As of December 31, 2022, the Company was in compliance with all covenants of the Credit and Security Facility. ​ ​ ​ Note 15. Leases As of December 31, 2022, the Company had operating leases for its offices, manufacturing facilities of ESS Metron, and a ground lease for the Rockdale Facility, that expire on various dates through January 2032. F-32 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements During the year ended December 31, 2022, the Company executed an amendment to the ground lease for the Rockdale Facility to add a second 100-acre tract of land, adjacent to the land subject to the original ground lease, for an additional $ 0.9 million in annual payments. The term of the amended lease is scheduled to expire on January 31, 2032, followed by three ten-year renewal periods at the Company’s option, unless terminated earlier. Concurrent with the amendment to the ground lease, the Company extended the term of its Water Reservation Agreement for the Rockdale Facility (see Note 19. Commitments and Contingencies ). As of December 31, 2022 and 2021, operating lease right of use assets were $ 21.7 million and $ 13.2 million, respectively, and operating lease liabilities were $ 22.3 million and $ 13.4 million, respectively. The following table presents the components of the Company’s lease expense, which the ground and facilities’ leases are included in Cost of revenue and the office leases are included in Selling, general, and administrative on the Consolidated Statements of Operations: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ 2022 2021 2020 Operating lease cost ​ $ 3,193 ​ $ 678 ​ $ 1,240 Variable lease cost ​ 182 ​ 51 ​ 1,040 Operating lease expense ​ 3,375 ​ 729 ​ 2,280 Short-term lease rent expense ​ — ​ 19 ​ 20 Total lease expense ​ $ 3,375 ​ $ 748 ​ $ 2,300 ​ The following table presents supplemental lease information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ ​ 2022 2021 2020 ​ Operating cash outflows for operating leases ​ $ 2,789 ​ $ 435 ​ $ 1,207 ​ Right of use assets exchanged for new operating lease liabilities ​ $ 10,333 ​ $ 13,622 ​ $ — ​ Weighted-average remaining lease term – operating leases ​ 8.5 ​ 8.6 ​ — ​ Weighted-average discount rate – operating leases ​ 6.6 % 5.8 % — % ​ The following table represents our future minimum operating lease payments as of December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ground lease Office and other leases Total 2023 ​ $ 1,939 ​ $ 1,487 ​ $ 3,426 2024 ​ 1,998 ​ 1,495 ​ 3,493 2025 ​ ​ 2,058 ​ ​ 1,182 ​ ​ 3,240 2026 ​ 2,119 ​ 1,107 ​ 3,226 2027 ​ 2,183 ​ 1,134 ​ 3,317 Thereafter ​ 9,618 ​ 3,222 ​ 12,840 Total undiscounted lease payments ​ 19,915 ​ 9,627 ​ 29,542 Less present value discount ​ ( 5,720 ) ​ ( 1,571 ) ​ ( 7,291 ) Present value of lease liabilities ​ $ 14,195 ​ $ 8,056 ​ $ 22,251 ​ Note 16. Stockholders’ Equity Preferred Stock 0 % Series B Convertible Preferred Stock On November 3, 2017, the Company designated 1,750,001 shares of preferred stock as “ 0 % Series B Convertible Preferred Stock.” The shares of 0 % Series B Convertible Preferred Stock are non-voting and convertible into shares of common stock based on a conversion calculation equal to the stated value of the 0 % Series B Convertible Preferred Stock, plus all accrued and unpaid dividends, if any, as of such date of determination, divided by the conversion price. The stated value of each share of 0 % Series B Convertible Preferred Stock is $ 6.80 and the initial conversion price is $ 6.80 per share, each subject to adjustment for stock splits, stock dividends, recapitalizations, combinations, subdivisions or other similar events. The holders of 0 % Series B Convertible F-33 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements Preferred Stock are entitled to receive dividends if and when declared by the Company’s board of directors. The 0 % Series B Convertible Preferred Stock is also subject to beneficial ownership limitations and conversion limitations. During the year ended December 31, 2022, the remaining 2,199 shares outstanding of the Company’s 0 % Series B Convertible Preferred Stock were converted to 2,199 shares of its common stock. Common Stock The Company is authorized to issue up to 340,000,000 shares of Common Stock, without any par value per share. ​ Each holder of Common Stock is entitled to one vote for each share held of record on all matters to be voted on by such holders. Holders of Common Stock are entitled to receive dividends, if declared. Upon liquidation, dissolution or winding-up, holders of Common Stock are entitled to share ratably in the net assets legally available for distribution after payment of all debts and other liabilities, subject to any preferential rights of the holders of Preferred Stock, if any. ​ At-the-Market (“ATM”) Equity Offerings 2022 ATM Offering In March 2022, the Company entered into an ATM sales agreement under which it could offer and sell up to $ 500.0 million in shares of the Company’s common stock. During the year ended December 31, 2022, the Company received gross proceeds of approximately $ 304.8 million ($ 298.2 million, net of $ 6.6 million in commissions and expenses), from the sale of 37,052,612 shares of common stock at a weighted average fair value of $ 8.23 per share. 2021 ATM Offering In August 2021, the Company entered into an ATM sales agreement under which it could offer and sell up to $ 600.0 million in shares of the Company’s common stock. During the year ended December 31, 2021, the Company received gross proceeds of approximately $ 600.0 million ($ 587.2 million, net of $ 12.8 million in commissions and expenses), from the sale of 19,910,589 shares of common stock at a weighted average fair value of $ 29.53 per share. With the sale and issuance of these shares, all $ 600.0 million in shares of the Company’s common stock available for sale under 2021 ATM Offering had been issued. 2020 ATM Offering In January 2021, the Company received gross proceeds of approximately $ 84.8 million ($ 82.7 million net, after $ 2.1 million in expenses) from the sale of 4,433,468 shares of common stock at an average fair value of $ 19.13 per share under an ATM agreement entered into in December 2020. With the sale and issuance of these shares, and of the shares previously sold and issued during the year ended December 31, 2020, all $ 200 million in shares of Company common stock available for sale under the December 2020 ATM Offering had been issued. In October 2020, the Company entered into an ATM sales agreement under which it received proceeds of approximately $ 100.0 million from the sale of common shares. The Company incurred fees of up to 3.0 % of the gross proceeds received. Under the terms of the 2022, 2021, and 2019 ATM Offerings, the Company only issued shares of its common stock. Warrants During the year ended December 31, 2021, the Company issued warrants to XMS Capital Partners, LLC as partial payment for its advisory services in connection with the Whinstone Acquisition. The warrants entitle XMS to purchase up to 63,000 shares of the Company’s common stock at a purchase price of $ 48.37 per share. The warrants may be exercised at any time through August 12, 2026. The warrants are recognized as a liability with a fair value of zero upon issuance and a redemption value of zero as of December 31, 2022. F-34 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements 2022 Transactions During the year ended December 31, 2022, the Company increased its authorized shares of common stock from 170 million shares to 340 million shares. During the year ended December 31, 2022, 1,819,332 shares of common stock were issued to the Company’s board of directors, officers, employees, and advisors of the Company in settlement of an equal number of fully vested restricted stock units awarded to such individuals by the Company under the Company’s 2019 Equity Incentive Plan, as amended. The Company withheld 685,781 of these shares, at a fair value of approximately $ 10.1 million, to cover the withholding taxes related to the settlement of these vested restricted stock units, as permitted by the 2019 Equity Incentive Plan. During the year ended December 31, 2022, 2,199 shares of the Company’s 0 % Series B Convertible Preferred Stock were converted into 2,199 shares of its common stock, leaving no shares outstanding. In July 2022, the Company’s shareholders approved the third amendment to its 2019 Equity Incentive Plan, which increased the number of shares of the Company’s common stock reserved for issuance by 10.0 million shares. 2021 Transactions During the year ended December 31, 2021, the Company issued 11,800,000 shares of its common stock in connection with its acquisition of Whinstone. See Note 5. Acquisitions . During the year ended December 31, 2021, the Company issued 645,248 shares of its common stock in connection with its acquisition of ESS Metron. See Note 5. Acquisitions . During the year ended December 31, 2021, 464,021 shares of common stock were issued to the Company’s board of directors, officers, employees and advisors of the Company in settlement of an equal number of fully vested restricted stock units awarded to such individuals by the Company pursuant to grants made under the Company’s 2019 Equity Incentive Plan, as amended. The Company withheld 174,685 of these shares, at a fair value of approximately $ 5.1 million, to cover the withholding taxes related to the settlement of these vested restricted stock units, as permitted by the 2019 Equity Incentive Plan. During the year ended December 31, 2021, the Company issued 415,657 shares of its common stock in connection with the exercise of 415,657 common stock warrants issued to investors in connection with the Company’s January 2019 private placement transaction, for net proceeds of approximately $ 0.8 million. During the year ended December 31, 2021, the Company issued 543,686 shares of its common stock in connection with the cashless exercise of warrants to purchase 1,257,235 shares of common stock, which were issued to investors in connection with private placement transactions in December 2017. During the year ended December 31, 2021, the Company issued 10,286 shares of its common stock upon the cashless exercise of 12,000 stock options. During the year ended December 31, 2021, 2,000 shares of the Company’s 0 % Series B Convertible Preferred Stock were converted into 2,000 shares of its common stock, leaving 2,199 shares outstanding. The Company currently has one equity compensation plan, The 2019 Equity Incentive Plan, as amended. On October 19, 2021, the Company’s shareholders approved the second amendment to its 2019 Equity Incentive Plan, which increased the number of shares of the Company’s common stock reserved for issuance by 4,400,000 shares. 2020 Transactions During the year ended December 31, 2020, the Company received net proceeds under the Sales Agreement, as amended with H.C. Wainwright of approximately $ 257.5 million (after deducting $ 7.3 million in commissions and expenses), at a weighted average gross sales price of $ 5.30 per share, from sales of 49,932,051 shares of its common stock. During the year ended December 31, 2020, the 200,000 shares of common stock held in escrow under the Escrow Deposit Agreement were voided and cancelled. F-35 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements During the year ended December 31, 2020, 122,377 shares of common stock were issued to a Company executive under an employment agreement in settlement of $ 175,000 of previously accrued compensation under the 2019 Equity Incentive Plan, as amended , and 5,000 shares of common stock were issued in settlement of fully vested restricted stock rights previously granted and previously expensed under the Company’s former 2017 Equity Incentive Plan. During the year ended December 31, 2020, 2,048,096 shares of common stock were issued to the Company’s board of directors, officers and employees of the Company in settlement of an equal number of fully vested restricted stock units awarded to such individuals by the Company pursuant to grants made under the Company’s 2019 Equity Incentive Plan, as amended . The Company withheld 193,881 of these shares at a fair value of approximately $ 0.45 million, to cover the withholding taxes related to the settlement of these vested restricted stock units. The settlement of the fully vested restricted stock units included the accelerated vesting of 471,544 restricted stock units due to the resignation of a member of the Company’s Board, as permitted under the 2019 Equity Incentive Plan, as amended . During the year ended December 31, 2020, the Company issued 40,634 shares of its common stock to a consultant and advisors in settlement of fully vested restricted stock units granted under the 2019 Equity Incentive Plan, as amended . During the year ended December 31, 2020, the Company issued 1,492,487 shares of its common stock related to the exercise of 1,492,487 common stock warrants granted to the Investors in the January 2019 Private Financing for cash of approximately $ 2.9 million or $ 1.94 per share. ​ Note 17. Stock-Based Compensation In October 2019, the Company’s stockholders approved the 2019 Equity Incentive Plan. The 2019 Equity Incentive Plan authorizes the granting of stock-based compensation awards to directors, employees, and consultants in the form of restricted stock awards or stock options that settled in shares of the Company’s common stock upon vesting. 3.6 million shares of common stock were initially reserved for issuance. In November 2020, the Company’s stockholders approved the First Amendment to the 2019 Equity Incentive Plan, which increased the shares of common stock reserved for issuance by 3.5 million shares. In October 2021, the Company’s stockholders approved the Second Amendment to the 2019 Equity Inventive Plan, which increased the shares of common stock reserved for issuance by 4.4 million shares. In July 2022, the Company’s stockholders approved the Third Amendment to the 2019 Equity Incentive Plan, which increased the shares of common stock reserved for issuance by 10.0 million shares. As of December 31, 2022, the Company had 2,895,050 shares of common stock reserved for issuance under the 2019 Equity Incentive Plan. Stock-based Compensation The following table presents stock-based compensation expense by category: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2022 2021 2020 Performance-based stock awards ​ $ 16,444 ​ $ 63,556 ​ $ — Service-based stock awards ​ ​ 8,111 ​ ​ 4,935 ​ ​ 3,407 Total stock-based compensation ​ $ 24,555 ​ $ 68,491 ​ $ 3,407 ​ Stock-based compensation expense is recognized within Selling, general and administrative on the Consolidated Statements of Operations. All restricted stock awards granted prior to January 1, 2022, and some granted during the year ended December 31, 2022, were granted in the form of Restricted Stock Units (“RSUs”). During the year ended December 31, 2022, all outstanding RSUs were converted into an equivalent number of Restricted Stock Awards (“RSAs”), with substantially the same terms as the RSUs they replaced. RSAs differ from RSUs in that outstanding RSAs have voting rights equivalent to the Company’s common stock and are recognized as outstanding common stock. F-36 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements Restricted Common Stock Awards Performance-based awards Performance-based awards vest over a three-year performance period upon the successful completion of specified milestones related to added infrastructure capacity and Adjusted EBITDA through December 31, 2023. The following table presents a summary of the Company’s performance-based awards activity: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average ​ ​ ​ ​ Grant-Date ​ Number of Shares Fair Value RSU Balance as of January 1, 2022 ​ 3,404,585 ​ $ 36.68 RSUs Granted ​ 1,412,299 ​ $ 10.66 RSUs Vested ​ ( 577,507 ) ​ $ 35.21 RSUs Forfeited ​ ( 406,439 ) ​ $ 34.96 RSUs converted to RSAs ​ ( 3,832,938 ) ​ $ 28.75 RSU Balance as of December 31, 2022 ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ RSUs converted to RSAs ​ 3,832,938 ​ $ 28.75 RSAs Granted 245,266 ​ $ 6.83 RSAs Vested ( 151,702 ) ​ $ 6.83 RSAs Forfeited ​ ( 7,567 ) ​ $ 6.39 RSA Balance as of December 31, 2022 3,918,935 ​ $ 31.05 ​ During the year ended December 31, 2021, the Company granted 4,033,159 performance-based awards with a grant date fair value of $ 148.0 million. During the year ended December 31, 2020, no performance-based awards were awarded. As of December 31, 2022, there was approximately $ 11.6 million of unrecognized compensation cost related to the performance-based awards, which is expected to be recognized over a remaining weighted-average vesting period of approximately 6 months . Service-based awards Service-based awards generally vest over a one -to- two-year service period. ​ The following table presents a summary of the Company’s service-based awards activity: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average ​ ​ ​ ​ Grant-Date ​ Number of Shares Fair Value RSU Balance as of January 1, 2022 ​ 610,561 ​ $ 5.93 RSUs Granted 922,552 ​ $ 6.89 RSUs Vested ( 808,071 ) ​ $ 7.91 RSUs Forfeited ​ ( 22,514 ) ​ $ 9.11 RSUs converted to RSAs ​ ( 702,528 ) ​ $ 8.20 RSU Balance as of December 31, 2022 ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ RSUs converted to RSAs ​ 702,528 ​ $ 8.20 RSAs Granted ​ 10,310,115 ​ $ 6.73 RSAs Vested ​ ( 154,499 ) ​ $ 6.83 RSAs Forfeited ​ ( 2,002,400 ) ​ $ 6.33 RSA Balance as of December 31, 2022 8,855,744 ​ $ 6.84 ​ During the year ended December 31, 2021, the Company awarded 212,189 service-based awards with a grant date fair value of $ 7.1 million. During the year ended December 31, 2020, the Company awarded 1,544,359 service-based awards with a grant date fair value of $ 2.0 million. F-37 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements As of December 31, 2022, there was approximately $ 50.7 million of unrecognized compensation cost related to the service-based awards, which is expected to be recognized over a remaining weighted-average vesting period of approximately 10 months . Note 18. Fair Value Measurements Assets and liabilities measured at fair value on a recurring basis The following tables present the Company’s assets and liabilities measured at fair value on a recurring basis: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair value measured as of December 31, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Significant ​ ​ ​ ​ ​ Quoted prices in ​ Significant other ​ unobservable ​ ​ Total carrying ​ active markets ​ observable inputs ​ inputs ​ Value (Level 1) (Level 2) (Level 3) Derivative asset (a) ​ $ 97,497 ​ $ — ​ $ — ​ $ 97,497 Contingent consideration liability (b) ​ $ 24,935 ​ $ — ​ $ — ​ $ 24,935 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair value measured as of December 31, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Significant ​ ​ ​ ​ ​ Quoted prices in ​ Significant other ​ unobservable ​ ​ Total carrying ​ active markets ​ observable inputs ​ inputs ​ Value (Level 1) (Level 2) (Level 3) Derivative asset (a) ​ $ 26,079 ​ $ — ​ $ — ​ $ 26,079 Contingent consideration liability (b) ​ $ 83,928 ​ $ — ​ $ — ​ $ 83,928 ​ (a) See Note 11. Derivatives . (b) See Note 19. Commitments and Contingencies . ​ There were no transfers of financial instruments between Level 1, Level 2, and Level 3 during the period presented. Assets and Liabilities Not Measured at Fair Value on a Recurring Basis In addition to assets and liabilities that are measured at fair value on a recurring basis, we also measure certain assets and liabilities at fair value on a nonrecurring basis. Our non-financial assets, including goodwill, intangible assets, operating lease right of use assets, and property, plant and equipment, are measured at fair value when there is an indication of impairment and the carrying amount exceeds the asset’s projected undiscounted cash flows. These assets are recorded at fair value only when an impairment charge is recognized. As of December 31, 2022 and 2021, the fair values of cash and cash equivalents, accounts receivable, costs and estimated earnings in excess of billings, prepaid expenses and other current assets, accounts payable, billings in excess of costs and estimated earnings, and accrued expenses approximated their carrying values because of the short-term nature of these instruments. ​ During the year ended December 31, 2022, adverse changes in business climate, including decreases in the price of Bitcoin and resulting decrease in the market price of miners, indicated that an impairment triggering event had occurred. Testing performed indicated the estimated fair value of the Company’s Miners and mining equipment to be less than their net carrying value as of December 31, 2022, and an impairment charge of $ 55.5 million was recognized, decreasing the net carrying value of the Company’s Miners and mining equipment to their estimated fair value. Applying the market price of one Bitcoin on December 31, 2022 of approximately $ 16,548 to the Company’s 6,974 Bitcoin held, results in an estimated fair value of the Company’s Bitcoin of $ 115.4 million as of December 31, 2022. Applying the market price of one Bitcoin on December 31, 2021 of approximately $ 46,306 to the Company’s 4,884 Bitcoin held, results in an estimated fair value of the Company’s Bitcoin of $ 226.2 million as of December 31, 2021. The valuation of Bitcoin held is classified in Level 1 of the fair value hierarchy as it is based on quoted prices in active markets for identical assets. ​ F-38 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements Note 19. Commitments and Contingencies Commitments Operating Leases The Company leases its primary office locations and data center hosting facilities, as well as a ground lease, under noncancelable lease agreements that expire on varying dates through 2032. See Note 15. Leases . Water Reservation Agreement The Company has a water reservation agreement with the lessor of its ground lease to obtain a certain quantity of non-potable water from a nearby lake to be used by the Company for evaporative cooling purposes at our Rockdale Facility. During the year ended December 31, 2022, concurrent with the amendment to its ground lease (see Note 15. Leases ), the agreement was amended to increase the quantity of water to be obtained and extend the term of the agreement. The term of the agreement, including the impact of the amendment, runs through January 2032, followed by three ten-year renewal periods, and requires annual payments of approximately $ 2.0 million. The Company concluded that the water reservation agreement was not a lease or a derivative instrument. Because the Company obtained an additional right of use for the reserved water amount, and the charges were increased by a standalone price commensurate with the additional water use rights and at market rates, the water reservation agreement was determined to be a lease modification accounted for as a separate contract. As such, the fees of the water reservation agreement were excluded from the lease payments of the ground lease and the water reservation agreement was accounted for as a separate executory contract. Business Combination Contingent Consideration In February 2021, the State of Texas experienced an extreme and unprecedented winter weather event that resulted in prolonged freezing temperatures and caused an electricity generation shortage that was severely disruptive to the whole state. While demand for electricity reached extraordinary levels due to the extreme cold, the supply of electricity significantly decreased in part because of the inability of certain power generation facilities to supply electric power to the grid. Due to the extreme market price of electricity during this time, at the request of ERCOT, the Company stopped supplying power to its customers and instead sold power back to the grid. In April 2021, under the provisions of the Power Supply Agreement, and as a result of the weather event, the Company entered into a Qualified Scheduling Entity (“QSE”) Letter Agreement, which resulted in the Company being entitled to receive approximately $ 125.1 million for its power sales during the February winter storm, all under the terms and conditions of the QSE Letter Agreement. The Company received cash of $ 29.0 million in April 2021 (after deducting $ 10.0 million in power management fees owed by Whinstone), approximately $ 59.7 million was credited against power bills of the Company during 2022, with the remaining $ 26.3 million being contingent upon ERCOT’s future remittance. These amounts are recognized gross before fair value adjustments and expenses incurred by the Company for power management fees noted above and customer settlements. The fair value of the settlement agreement was estimated and recognized as an asset as part of acquisition accounting. As part of the Whinstone Acquisition (see Note 5. Acquisitions ), the Company is obligated to pay the seller up to $ 86.0 million, net of income taxes, (undiscounted) of additional consideration if certain power credits are received or realized by the Company arising from the February 2021 weather event. Upon the acquisition of Whinstone, the estimated fair value of the contingent consideration was approximately $ 83.0 million. The estimated fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement. The Company estimated the fair value of the contingent consideration using a discounted cash flow analysis, which includes estimates of both the timing and amounts of potential future power credits. These estimates were determined using the Company’s historical consumption quantities and patterns combined with management’s expectations of its future consumption requirements, which require significant judgment and depend on various factors outside the Company’s control, such as construction delays. The discount rate of approximately 2.5 % includes observable market inputs, such as TXU’s parent company’s Standard & Poor’s credit rating of BB, but also includes unobservable inputs such as interest rate spreads, which were estimated based on qualitative judgment related to company-specific risk factors. Specifically, due to the power credits being subordinated obligations for TXU’s parent, we F-39 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements used one credit rating lower than BB in our yield curve to estimate a reasonable interest rate spread to determine the cost of debt input. The significant assumptions used to estimate fair value of the derivative contract include a discount rate of 21.0 %, which reflected the nature of the contract as it relates to the risk and uncertainty of the estimated future mark-to-market adjustments, forward price curves of the power supply, broker/dealer quotes and other similar data obtained from quoted market prices or independent pricing vendors. Although these estimates are based on management’s best knowledge of current events, the estimates could change significantly from period to period. The following table presents the changes in the estimated fair value of our contingent consideration liability: ​ ​ ​ ​ ​ Balance as of January 1, 2021 ​ $ — Acquisition of Whinstone ​ 82,953 Change in fair value of contingent consideration ​ ​ 975 Balance as of December 31, 2021 ​ ​ 83,928 Change in contingent consideration ​ ( 58,834 ) Change in fair value of contingent consideration ​ ​ ( 159 ) Balance as of December 31, 2022 ​ $ 24,935 ​ Contingencies The Company, and its subsidiaries, are subject at times to various claims, lawsuits and governmental proceedings relating to the Company’s business and transactions arising in the ordinary course of business. The Company cannot predict the final outcome of such proceedings. Where appropriate, the Company vigorously defends such claims, lawsuits and proceedings. Some of these claims, lawsuits and proceedings seek damages, including consequential, exemplary or punitive damages, in amounts that could, if awarded, be significant. Certain of the claims, lawsuits and proceedings arising in the ordinary course of business are covered by the Company’s insurance program. The Company maintains property and various types of liability insurance in an effort to protect the Company from such claims. In terms of any matters where there is no insurance coverage available to the Company, or where coverage is available and the Company maintains a retention or deductible associated with such insurance, the Company may establish an accrual for such loss, retention or deductible based on current available information. In accordance with accounting guidance, if it is probable that an asset has been impaired or a liability has been incurred as of the date of the financial statements, and the amount of loss is reasonably estimable, then an accrual for the cost to resolve or settle these claims is recorded by the Company in the accompanying consolidated balance sheets. If it is reasonably possible that an asset may be impaired as of the date of the financial statement, then the Company discloses the range of possible loss. Expenses related to the defense of such claims are recorded by the Company as incurred and included in the accompanying consolidated statements of operations. Management, with the assistance of outside counsel, may from time to time adjust such accruals according to new developments in the matter, court rulings, or changes in the strategy affecting the Company’s defense of such matters. On the basis of current information, the Company does not believe there is a reasonable possibility that, other than with regard to the Class Action described below, any material loss, if any, will result from any claims, lawsuits and proceedings to which the Company is subject to either individually, or in the aggregate. Northern Data Working Capital Dispute ​ Riot Blockchain, Inc. v. Northern Data AG . On September 7, 2022, the Company filed a complaint against Northern Data AG, a company organized under the laws of Germany (“Northern Data”) in the Court of Chancery of the State of Delaware for, among other things, breach of contract. The complaint alleges Northern Data breached the terms of the Stock Purchase Agreement (the “SPA”), entered into, as of April 8, 2021, with Riot for the purchase of Whinstone by, among other things, refusing to engage in a contractually prescribed process to resolve disputes over the acquisition price of Whinstone. Riot believes it is owed over $ 100 million for liabilities that Northern Data failed to disclose to Riot in its pre-closing calculations. Riot has attempted to resolve the dispute, and, as a result of Northern Data’s refusal to engage in the dispute resolution process, seeks an order affirmatively declaring that Riot may terminate discussions and that unresolved matters, including the dispute regarding the over $ 100 million in liabilities Northern Data failed to disclose, must be submitted to an independent accounting firm for final resolution. ​ On September 26, 2022, Northern Data filed its Answer, Affirmative Defenses, and Verified Counterclaims and Third-Party Claims, which claim that Riot and Whinstone breached the SPA by allegedly failing to timely remit to Northern Data certain energy credit payments and that Riot is improperly seeking to introduce indemnification claims into the contractual process to resolve the parties’ dispute over purchase price. Northern Data alleges that there are approximately $ 40 million in energy credits that remain unpaid. Northern Data seeks damages in an unspecified amount, a declaration that Riot may not withhold payments for energy credits F-40 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements pending the resolution of the purchase price dispute, and specific performance that Riot may not introduce indemnification claims in connection with the process to resolve the purchase price dispute. ​ Northern Data filed a motion for partial summary judgment on its claims for specific performance of the SPA’s provision for payment of certain energy credits by the Company. The Company filed its answering brief in opposition to the motion on February 3, 2023. Northern Data in turn must file any reply on or before March 10, 2023. ​ Whinstone Customer Dispute On June 13, 2022, GMO Gamecenter USA, Inc., a California corporation, and GMO Internet, Inc., a corporation organized and existing under the laws of Tokyo, Japan (collectively “GMO”), filed a complaint against Whinstone US, Inc. in the Supreme Court of the State of New York, County of New York: Commercial Division, Index No.: 656762/2022, subsequently removed to the United States District Court, S.D.N.Y., Case No. 1:22-cv-05974-JPC (the “Complaint”). After extensive discussions and upon Whinstone demanding that GMO reasonably negotiate a new hosting agreement in good faith pursuant to the terms of its existing agreement, GMO filed the Complaint. GMO alleges Whinstone breached the terms of the Colocation Services Agreement between GMO and Whinstone by failing to indemnify GMO for certain contractual loss of profit and causing certain other damages to GMO in the nature of loss of revenue, lost profits and loss of savings. GMO is seeking – without substantiation - compensatory damages in excess of $ 50 million, and pre-judgment and post-judgment interest. Whinstone’s Answer and Counterclaims were filed on August 22, 2022, and on September 12, 2022, GMO filed its answer and affirmative defenses to counterclaims raised by Whinstone, which included additional claims against Whinstone, as permitted under the applicable local rules. Subsequent to the period ended September 30, 2022, on November 1, 2022, Whinstone filed supplementary answers and counterclaims to GMO’s answer and affirmative defenses. Whinstone denies the substantive allegations of the Complaint and has asserted counterclaims seeking a declaratory judgment of GMO’s failure to negotiate in good faith in accordance with the terms of the Colocation Services Agreement, as well as compensatory damages in excess of $ 25 million, including damages from loss of revenue, breach of contract, pre- and post-judgment interest, and attorneys’ fees and costs in connection with GMO’s breach of the Colocation Services Agreement. The Company intends to vigorously defend Whinstone against GMO’s claims, and to vigorously enforce Whinstone’s claims against GMO. ​ Shareholder Class Action Suit On February 17, 2018, Creighton Takata filed an action asserting putative class action claims on behalf of the Company’s stockholders in the United District Court for the District of New Jersey, Takata v. Riot Blockchain Inc., et al. , Case No. 3: 18-cv-02293. The complaint asserts violations of federal securities laws under Section 10(b) and Section 20(a) of the Securities Exchange Act of 1934 on behalf of a putative class of stockholders that purchased stock from November 13, 2017 through February 15, 2018. The complaint alleges that the Company and certain of its officers and directors made, caused to be made, or failed to correct false and/or misleading statements in press releases and public filings regarding its business plan in connection with its cryptocurrency business. The complaint requests damages in unspecified amounts, costs and fees of bringing the action, and other unspecified relief. On April 18, 2018, Joseph J. Klapper, Jr., filed a complaint against Riot Blockchain, Inc., and certain of its officers and directors in the United District Court for the District of New Jersey ( Klapper v. Riot Blockchain Inc., et al. , Case No. 3: 18-cv-8031). The complaint contained substantially similar allegations and the same claims as those filed by Mr. Takata, and requests damages in unspecified amounts, costs and fees of bringing the action, and other unspecified relief. On November 6, 2018, the court in the Takata action issued an order consolidating Takata with Klapper into a single putative class action. The court also appointed Dr. Golovac as Lead Plaintiff and Motely Rice as Lead Counsel of the consolidated class action. Lead Plaintiff filed a consolidated complaint on January 15, 2019. Defendants filed motions to dismiss on March 18, 2019. In lieu of opposing defendants’ motions to dismiss, Lead Plaintiff filed another amended complaint on May 9, 2019. Defendants filed multiple motions to dismiss the amended complaint starting on September 3, 2019. On April 30, 2020, the court granted the motions to dismiss, which resulted in the dismissal of all claims without prejudice. On December 24, 2020, Lead Plaintiff filed another amended complaint. Defendants filed multiple motions to dismiss the amended complaint starting on February 8, 2021, which have been fully briefed. On February 28, 2022, the court issued an order instructing the parties to submit supplemental briefing by March 14, 2022 on particular issues raised in the motions to dismiss. On May 27, 2022, Lead Plaintiff filed the third amended consolidated complaint. Defendants submitted motions to dismiss on July 18, 2022. Briefing on the motions to dismiss was completed in October 2022. Because this litigation is still at this early stage, we cannot reasonably estimate the likelihood of an unfavorable outcome or the magnitude of such an outcome, if any. F-41 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements Shareholder Derivative Cases On April 5, 2018, Michael Jackson filed a shareholder derivative complaint on behalf of the Company in the Supreme Court of the State of New York, County of Nassau, against certain of the Company’s officers and directors, as well as against an investor ( Jackson v. Riot Blockchain, Inc., et al. , Case No. 604520/18). The complaint contains similar allegations to those contained in the shareholder class action complaints and seeks recovery for alleged breaches of fiduciary duty, unjust enrichment, waste of corporate assets, abuse of control and gross mismanagement. The complaint seeks unspecified monetary damages and corporate governance changes. At the last preliminary conference, the court adjourned the conference until June 27, 2023 in lieu of staying the action. Defendants do not anticipate any other activity on this case until the next preliminary conference. On May 22, 2018, two additional shareholder derivative complaints were filed on behalf of the Company in the Eighth Judicial District Court of the State of Nevada in and for the County of Clark ( Kish v. O’Rourke, et al. , Case No. A-18-774890-B & Gaft v. O’Rourke, et al. , Case No. A-18-774896-8). The two complaints make identical allegations, which are similar to the allegations contained in the shareholder class action complaints. The shareholder derivative plaintiffs also seek recovery for alleged breaches of fiduciary duty, unjust enrichment, waste of corporate assets, and aiding abetting a breach of fiduciary duty. The complaints seek unspecific monetary damages and corporate governance changes. On September 24, 2018, the court entered an order consolidating the Gaft and Kish actions, which is now styled as In re Riot BlockChain, Inc. Shareholder Derivative Litigation , Case No. A-18-774890-B. The plaintiffs filed a consolidated complaint on March 15, 2019. The consolidated action has been temporarily stayed until the resolution of the motion(s) to dismiss in the securities class action pending in the United District Court for the District of New Jersey. On October 9, 2018, another shareholder derivative complaint was filed on behalf of the Company in the United District Court for the Eastern District of New York ( Rotkowitz v. O’Rourke, et al. , Case No. 2:18-cv-05632). As with the other shareholder derivative actions, the shareholder plaintiff alleges breach of fiduciary duty, waste of corporate assets, and unjust enrichment against certain of the Company’s officers, directors, and an investor. The complaint’s allegations are substantially similar to those made in the other securities class action and shareholder derivative complaints filed in 2018. The complaint seeks unspecific monetary damages and corporate governance changes. The parties filed a motion with the court to temporarily stay this action until the resolution of the motion(s) to dismiss in the securities class action pending in the United District Court for the District of New Jersey. In response, the court dismissed the action without prejudice with leave to refile a complaint following the resolution of the motion(s) to dismiss in the securities class action pending in the United District Court for the District of New Jersey. On October 22, 2018, another shareholder derivative complaint was filed on behalf of the Company in the United District Court for the Southern District of New York ( Finitz v. O’Rourke, et al. , Case No. 1:18-cv-09640). The shareholder plaintiffs allege breach of fiduciary duty, waste of corporate assets, and unjust enrichment against certain of the Company’s officers, directors, and an investor. The complaint’s allegations are substantially similar to those made in the other securities class action and shareholder derivative complaints filed in 2018. The complaint seeks unspecific monetary damages and corporate governance changes. Upon the parties’ stipulation, the court issued an order temporarily staying this action until the resolution of the motion(s) to dismiss in the securities class action pending in the United District Court for the District of New Jersey. On December 13, 2018, another shareholder derivative complaint was filed on behalf of the Company in the United District Court for the Northern District of New York ( Monts v. O’Rourke, et al. , Case No. 1:18-cv-01443). The shareholder plaintiffs allege claims for violation of Section 14(a) of the Securities Exchange Act of 1934, breach of fiduciary duties, unjust enrichment, waste of corporate assets, and aiding and abetting against certain of the Company’s officers, directors, and an investor. The complaint’s allegations are substantially similar to those made in the other securities class action and shareholder derivative complaints filed in 2018. The complaint seeks unspecific monetary damages and corporate governance changes. Upon the parties’ stipulation, the court issued an order temporarily staying this action until the resolution of the motion(s) to dismiss in the securities class action pending in the United District Court for the District of New Jersey. Defendants intend to vigorously contest plaintiffs’ allegations in the shareholder derivative actions and plaintiffs’ right to bring the action in the name of Riot Blockchain. But because this litigation is still at this early stage, we cannot reasonably estimate the likelihood of an unfavorable outcome or the magnitude of such an outcome, if any. F-42 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements Note 20. Income taxes The following table presents the components of the loss from continuing operations before income taxes: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the years ended December 31, ​ 2022 2021 2020 Domestic ​ $ ( 521,302 ) ​ $ ( 15,183 ) ​ $ ( 14,107 ) Foreign ​ — ​ — ​ — Loss from Continuing Operations before Income Taxes ​ $ ( 521,302 ) ​ $ ( 15,183 ) ​ $ ( 14,107 ) ​ The following table presents the components of income tax benefit (expense): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ 2022 2021 2020 Current: ​ ​ ​ ​ ​ ​ US Federal ​ $ — ​ $ — ​ $ — US State ​ ( 789 ) ​ ( 254 ) ​ — Foreign ​ — ​ — ​ — Total current benefit (expense) ​ $ ( 789 ) ​ $ ( 254 ) ​ $ — Deferred: ​ ​ ​ US Federal ​ $ 12,538 ​ $ — ​ $ — US State ​ — ​ — ​ — Foreign ​ — ​ — ​ — Total deferred benefit ​ 12,538 ​ — ​ — Total benefit (expense) for income taxes ​ $ 11,749 ​ $ ( 254 ) ​ $ — ​ The following table presents the tax effects of temporary differences and tax loss and credit carry forwards that give rise to significant portions of deferred tax assets and liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ 2022 2021 Deferred income tax assets: ​ ​ ​ ​ Net operating loss carryforwards ​ $ 150,167 ​ $ 65,681 Research and development credit carryforwards ​ 1,063 ​ 1,119 Long-term investments ​ — ​ 3,402 Operating lease liabilities ​ 5,178 ​ 1,454 Stock option expense ​ 17,422 ​ 15,827 Bitcoin assets ​ 29,111 ​ 11,403 Intangible assets ​ ​ 6,501 ​ ​ — Other assets ​ ​ 1,330 ​ ​ — Deferred revenue ​ ​ 4,595 ​ ​ — Total deferred tax assets ​ 215,367 ​ 98,886 Valuation allowance ​ ( 108,060 ) ​ ( 61,609 ) Net deferred tax assets ​ 107,307 ​ 37,277 Deferred income tax liabilities: ​ ​ Derivative asset ​ ( 22,678 ) ​ ( 5,477 ) Property and equipment and other ​ ( 84,629 ) ​ ( 31,800 ) Net deferred tax assets (liabilities) ​ $ — ​ $ — ​ The Company has approximately $ 645.9 million and $ 394.0 million of federal and state tax Net Operating Losses (“NOLs”), respectively, that may be available to offset future taxable income. Federal and state net operating loss carryforwards of $ 181.4 million and $ 369.8 million, respectively, if not utilized, expire between 2026 and 2037. Under the Tax Cuts and Jobs Act, $ 465.5 million federal and $ 24.2 million state NOLs incurred after December 31, 2017 are carried forward indefinitely, but may be limited in utilization to 80% of taxable income. F-43 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements Furthermore, as a result of changes in the ownership of our common stock and changes in our business operations, our ability to use our federal NOLs may be limited under Internal Revenue Code Section 382 and 383. State NOLs are subject to similar limitations in many cases. As a result, our substantial NOLs may not have any value to the Company. The statute of limitations for assessment by the IRS and state tax authorities is open for tax years ending December 31, 2018 through 2022, although carryforward attributes that were generated prior to tax year 2017 may still be adjusted upon examination by the IRS or state tax authorities if they either have been or will be used in a future period. Currently, no federal or state income tax returns are under examination by the respective taxing authorities. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and taxing strategies in making this assessment. In case the deferred tax assets will not be realized in future periods, the Company has provided a valuation allowance for the full amount of the deferred tax assets as of December 31, 2022 and 2021. The valuation allowance increased by approximately $ 46.4 million during the year ended December 31, 2022. The following table reconciles the tax expense (benefit) based on the U.S. federal statutory rate with actual tax expense (benefit): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the years ended December 31, ​ ​ 2022 ​ 2021 ​ 2020 Statutory federal income tax expense (benefit) $ ( 109,376 ) $ ( 3,188 ) $ ( 2,660 ) State taxes, net of federal tax expense (benefit) ​ ( 3,403 ) ​ 67 ​ ( 471 ) Goodwill impairment ​ 64,295 ​ — ​ ( 45 ) Contingent payment ​ ​ ( 12,538 ) ​ ​ — ​ ​ — Stock compensation ​ ​ ( 2,904 ) ​ ​ ​ ​ ​ ​ Other nondeductible expenses ​ ​ 11,433 ​ ​ 1,732 ​ ​ — Tax return to provision true-up ​ ( 9,026 ) ​ 67 ​ ( 8,737 ) State tax rate change ​ 3,321 ​ ( 1,908 ) ​ 2,231 Other ​ — ​ — ​ — Change in valuation allowance ​ 46,449 ​ 3,484 ​ 9,682 Income taxes expense (benefit) ​ $ ( 11,749 ) ​ $ 254 ​ $ — ​ The Company has not identified any uncertain tax positions requiring a reserve as of December 31, 2022 and 2021. The Company’s policy is to recognize interest and penalties that would be assessed in relation to the settlement value of unrecognized tax benefits as a component of income tax expense. The Company did not accrue either interest or penalties for the years ended December 31, 2022 and 2021. The Company is subject to U.S. federal income tax and primarily Florida, Colorado, Louisiana, and Texas state income tax. The Company has not been under tax examination in any jurisdiction for the years ended December 31, 2022 and 2021. Note 21. Earnings Per Share The holdback of 70,165 shares as security for the ESS Metron sellers’ indemnification obligations (see Note 5. Acquisitions ) is excluded from the basic and diluted net income (loss) per share calculations. The following table presents potentially dilutive securities that were not included in the computation of diluted net income (loss) per share as their inclusion would be anti-dilutive: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2022 2021 2020 Warrants to purchase common stock 63,000 63,000 2,061,770 Options to purchase common stock — — 12,000 Unvested restricted stock awards — 4,015,146 633,305 Convertible Series B preferred shares — 2,199 4,199 Total 63,000 4,080,345 2,711,274 ​ ​ F-44 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements Note 22. Segment Information The Company has three reportable segments: Bitcoin Mining, Data Center Hosting, and Engineering. The reportable segments are identified based on the types of service performed. The CODM analyzes the performance of the segments based on reportable segment revenue and reportable segment cost of revenue. No operating segments have been aggregated to form the reportable segments. The Company does not allocate all assets to the reporting segments as these are managed on an entity-wide basis. Therefore, the Company does not separately disclose the total assets of its reportable operating segments. The Bitcoin Mining segment generates revenue from the Bitcoin the Company earns through its mining activities. The Data Center Hosting segment generates revenue from long-term customer contracts for the provision/consumption of electricity, construction of infrastructure, operation of data centers, and maintenance/management of computing capacity from the Company’s high performance data center facility in Rockdale, Texas. The Engineering segment generates revenue through customer contracts for custom engineered electrical products. The Data Center Hosting segment purchases custom engineered electrical products from the Engineering segment in the ordinary course of business. All revenue and cost of revenues from intersegment transactions have been eliminated in the consolidated statements of operations. All Other revenue is from external customers. During the year ended December 31, 2022, the Company earned revenue of approximately $ 29.7 million from one customer, representing 11.4 % of the Company’s total consolidated revenue, in its Engineering segment. No other individual customer accounted for more than 10% of total revenue for the year ended December 31, 2022. During the years ended December 31, 2021 and 2020, no single customer or related group of customers contributed 10% or more of the Company’s total consolidated revenue. F-45 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements The following table presents revenue and cost of revenues for the Company’s reportable segments, reconciled to the Consolidated Statements of Operations: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2022 2021 2020 ​ ​ ​ ​ ​ (as restated) ​ (as restated) Reportable segment revenue: ​ ​ ​ ​ ​ ​ Bitcoin Mining ​ $ 156,870 ​ $ 184,422 ​ $ 11,984 Data Center Hosting ​ 101,718 ​ 24,546 ​ — Engineering ​ 85,358 ​ 5,265 ​ — Other revenue ​ 97 ​ 97 ​ 97 Eliminations ​ ( 84,872 ) ​ ( 1,087 ) ​ — Total segment and consolidated revenue ​ $ 259,171 ​ $ 213,243 ​ $ 12,081 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reportable segment cost of revenues: ​ ​ ​ Bitcoin Mining ​ 84,897 ​ 45,513 ​ 6,251 Data Center Hosting ​ 116,200 ​ 32,998 ​ — Engineering ​ 70,283 ​ 4,351 ​ — Eliminations ​ ( 77,684 ) ​ ( 769 ) ​ — Total segment and consolidated cost of revenues ​ $ 193,696 ​ $ 82,093 ​ $ 6,251 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reconciling Items: ​ ​ ​ Acquisition-related costs ​ ( 78 ) ​ ( 21,198 ) ​ — Selling, general, and administrative ​ ( 67,452 ) ​ ( 87,429 ) ​ ( 10,251 ) Depreciation and amortization ​ ( 107,950 ) ​ ( 26,324 ) ​ ( 4,494 ) Change in fair value of derivative asset ​ 71,418 ​ 12,112 ​ — Power curtailment credits ​ ​ 27,345 ​ ​ 6,514 ​ ​ — Change in fair value of contingent consideration ​ 159 ​ ( 975 ) ​ — Realized gain on sale/exchange of Bitcoin ​ 30,346 ​ 253 ​ 6,350 Gain on exchange of equipment ​ ​ 16,281 ​ ​ — ​ ​ 29 Casualty-related charges (recoveries), net ​ ( 9,688 ) ​ — ​ — Impairment of Bitcoin ​ ​ ( 147,365 ) ​ ​ ( 43,973 ) ​ ​ ( 3,595 ) Impairment of goodwill ​ ( 335,648 ) ​ — ​ — Impairment of miners ​ ​ ( 55,544 ) ​ — ​ — Impairment of long-term investment ​ — ​ — ​ ( 9,413 ) Reversal of registration rights penalty ​ — ​ — ​ 1,358 Interest income (expense) ​ 454 ​ ( 296 ) ​ 85 Realized loss on sale of marketable equity securities ​ ( 8,996 ) ​ — ​ — Realized gain on sale/exchange of long-term investment ​ ​ — ​ ​ 26,260 ​ ​ — Unrealized loss on marketable equity securities ​ — ​ ( 13,655 ) ​ — Other income (expense) ​ ( 59 ) ​ 2,378 ​ ( 6 ) Current income tax benefit (expense) ​ ​ ( 789 ) ​ ( 254 ) ​ — Deferred income tax benefit (expense) ​ 12,538 ​ — ​ — Net income (loss) ​ $ ( 509,553 ) ​ $ ( 15,437 ) ​ $ ( 14,107 ) ​ ​ Note 23. Restatement of Previously Issued Interim Condensed Consolidated Financial Statements The following tables present the impacts of the restatement adjustments, as described in Note 2. Restatement of Previously Issued Financial Statements, to the previously reported financial information as of and for the periods ended March 31, 2022 and 2021, June 30, 2022 and 2021, and September 30, 2022 and 2021. Restated Statements of Stockholders’ Equity are not presented as all impacted items on those statements, Net income (loss), Accumulated deficit, and Total stockholders’ equity, are presented within the following tables. ​ ​ F-46 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements Restated Condensed Consolidated Balance Sheets (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of March 31, 2022 (unaudited) ​ As of March 31, 2021 (unaudited) ​ ​ As previously ​ ​ ​ ​ ​ ​ ​ As previously ​ ​ ​ ​ ​ ​ ​ ​ reported ​ Adjustment ​ As restated ​ reported ​ Adjustment ​ As restated ASSETS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 113,581 ​ $ — ​ $ 113,581 ​ $ 241,012 ​ $ — ​ $ 241,012 Accounts receivable, net ​ 16,019 ​ — ​ 16,019 ​ — ​ — ​ — Costs and estimated earnings in excess of billings ​ 11,058 ​ — ​ 11,058 ​ — ​ — ​ — Prepaid expenses and other current assets ​ 20,958 ​ — ​ 20,958 ​ 629 ​ — ​ 629 Bitcoin ​ 189,634 ​ ( 8,002 ) ​ 181,632 ​ 34,567 ​ ( 3,814 ) ​ 30,753 Future power credits, current portion ​ 79,261 ​ — ​ 79,261 ​ — ​ — ​ — Investments in marketable equity securities, at fair value ​ ​ 9,193 ​ ​ — ​ ​ 9,193 ​ ​ — ​ ​ — ​ ​ — Total current assets ​ 439,704 ​ ( 8,002 ) ​ 431,702 ​ 276,208 ​ ( 3,814 ) ​ 272,394 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Property and equipment, net ​ 338,632 ​ — ​ 338,632 ​ 28,306 ​ — ​ 28,306 Deposits ​ 330,360 ​ — ​ 330,360 ​ 70,730 ​ — ​ 70,730 Finite-lived intangible assets, net ​ 13,723 ​ — ​ 13,723 ​ 351 ​ — ​ 351 Goodwill ​ 335,648 ​ — ​ 335,648 ​ — ​ — ​ — Derivative asset ​ ​ 69,762 ​ ​ — ​ ​ 69,762 ​ ​ — ​ ​ — ​ ​ — Operating lease right-of-use assets ​ ​ 21,616 ​ ​ — ​ ​ 21,616 ​ ​ — ​ ​ — ​ ​ — Other long-term assets ​ 310 ​ — ​ 310 ​ 310 ​ — ​ 310 Total assets ​ $ 1,549,755 ​ $ ( 8,002 ) ​ $ 1,541,753 ​ $ 375,905 ​ $ ( 3,814 ) ​ $ 372,091 ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND STOCKHOLDERS’ EQUITY ​ ​ ​ ​ ​ ​ Current liabilities ​ ​ ​ ​ ​ ​ Accounts payable ​ $ 11,269 ​ $ — ​ $ 11,269 ​ $ 2,904 ​ $ — ​ $ 2,904 Billings in excess of costs and estimated earnings ​ 4,963 ​ — ​ 4,963 ​ — ​ — ​ — Accrued expenses ​ ​ 16,430 ​ ​ — ​ ​ 16,430 ​ ​ 4,432 ​ ​ — ​ ​ 4,432 Deferred revenue, current portion ​ 2,747 ​ — ​ 2,747 ​ 97 ​ — ​ 97 Contingent consideration liability - future power credits, current portion ​ 79,261 ​ — ​ 79,261 ​ — ​ — ​ — Operating lease liability, current portion ​ 1,507 ​ — ​ 1,507 ​ — ​ — ​ — Total current liabilities ​ 116,177 ​ — ​ 116,177 ​ 7,433 ​ — ​ 7,433 ​ ​ ​ ​ ​ ​ ​ Deferred revenue, less current portion ​ 19,328 ​ — ​ 19,328 ​ 655 ​ — ​ 655 Operating lease liability, less current portion ​ 20,346 ​ — ​ 20,346 ​ — ​ — ​ — Other long-term liabilities ​ 6,220 ​ — ​ 6,220 ​ — ​ — ​ — Total liabilities ​ 162,071 ​ — ​ 162,071 ​ 8,088 ​ — ​ 8,088 ​ ​ ​ ​ ​ ​ ​ Stockholders’ equity ​ ​ ​ ​ ​ ​ Preferred stock, no par value: ​ ​ ​ ​ ​ ​ 2 % Series A Convertible Preferred stock ​ — ​ — ​ — ​ — ​ — ​ — 0 % Series B Convertible Preferred stock ​ — ​ — ​ — ​ 11 ​ — ​ 11 Common stock, no par value ​ 1,589,893 ​ — ​ 1,589,893 ​ 590,188 ​ — ​ 590,188 Accumulated deficit ​ ( 202,209 ) ​ ( 8,002 ) ​ ( 210,211 ) ​ ( 222,382 ) ​ ( 3,814 ) ​ ( 226,196 ) Total stockholders’ equity ​ 1,387,684 ​ ( 8,002 ) ​ 1,379,682 ​ 367,817 ​ ( 3,814 ) ​ 364,003 Total liabilities and stockholders’ equity ​ $ 1,549,755 ​ $ ( 8,002 ) ​ $ 1,541,753 ​ $ 375,905 ​ $ ( 3,814 ) ​ $ 372,091 ​ ​ F-47 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of June 30, 2022 (unaudited) ​ As of June 30, 2021 (unaudited) ​ ​ As previously ​ ​ ​ ​ ​ ​ ​ As previously ​ ​ ​ ​ ​ ​ ​ ​ reported ​ Adjustment ​ As restated ​ reported ​ Adjustment ​ As restated ASSETS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 270,483 ​ $ — ​ $ 270,483 ​ $ 147,183 ​ $ — ​ $ 147,183 Accounts receivable, net ​ 16,091 ​ — ​ 16,091 ​ 27 ​ — ​ 27 Costs and estimated earnings in excess of billings ​ 13,779 ​ — ​ 13,779 ​ — ​ — ​ — Prepaid expenses and other current assets ​ 12,999 ​ — ​ 12,999 ​ 1,060 ​ — ​ 1,060 Bitcoin ​ 126,574 ​ ( 8,727 ) ​ 117,847 ​ 48,254 ​ ( 4,142 ) ​ 44,112 Future power credits, current portion ​ 54,477 ​ — ​ 54,477 ​ — ​ — ​ — Investments in marketable equity securities, at fair value ​ ​ 2,028 ​ ​ — ​ ​ 2,028 ​ ​ 24,799 ​ ​ — ​ ​ 24,799 Total current assets ​ 496,431 ​ ( 8,727 ) ​ 487,704 ​ 221,323 ​ ( 4,142 ) ​ 217,181 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Property and equipment, net ​ 424,744 ​ — ​ 424,744 ​ 142,315 ​ — ​ 142,315 Deposits ​ 363,010 ​ — ​ 363,010 ​ 78,861 ​ — ​ 78,861 Finite-lived intangible assets, net ​ 13,371 ​ — ​ 13,371 ​ 89,713 ​ — ​ 89,713 Goodwill ​ — ​ — ​ — ​ 253,909 ​ — ​ 253,909 Derivative asset ​ ​ 130,693 ​ ​ — ​ ​ 130,693 ​ ​ 30,360 ​ ​ — ​ ​ 30,360 Operating lease right-of-use assets ​ ​ 21,166 ​ ​ — ​ ​ 21,166 ​ ​ 6,440 ​ ​ — ​ ​ 6,440 Future power credits, less current portion ​ ​ — ​ ​ — ​ ​ — ​ ​ 83,138 ​ ​ — ​ ​ 83,138 Other long-term assets ​ 310 ​ — ​ 310 ​ 310 ​ — ​ 310 Total assets ​ $ 1,449,725 ​ $ ( 8,727 ) ​ $ 1,440,998 ​ $ 906,369 ​ $ ( 4,142 ) ​ $ 902,227 ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND STOCKHOLDERS’ EQUITY ​ ​ ​ ​ ​ ​ Current liabilities ​ ​ ​ ​ ​ ​ Accounts payable ​ $ 18,761 ​ $ — ​ $ 18,761 ​ $ 28,607 ​ $ — ​ $ 28,607 Billings in excess of costs and estimated earnings ​ 6,389 ​ — ​ 6,389 ​ — ​ — ​ — Accrued expenses ​ ​ 16,771 ​ ​ — ​ ​ 16,771 ​ ​ 4,464 ​ ​ — ​ ​ 4,464 Deferred revenue, current portion ​ 2,651 ​ — ​ 2,651 ​ 2,724 ​ — ​ 2,724 Contingent consideration liability - future power credits, current portion ​ 54,477 ​ — ​ 54,477 ​ — ​ — ​ — Operating lease liability, current portion ​ 1,518 ​ — ​ 1,518 ​ 1,680 ​ — ​ 1,680 Total current liabilities ​ 100,567 ​ — ​ 100,567 ​ 37,475 ​ — ​ 37,475 ​ ​ ​ ​ ​ ​ ​ Deferred revenue, less current portion ​ 18,851 ​ — ​ 18,851 ​ 20,789 ​ — ​ 20,789 Operating lease liability, less current portion ​ 19,968 ​ — ​ 19,968 ​ 6,620 ​ — ​ 6,620 Contingent consideration liability - future power credits, less current portion ​ ​ — ​ ​ — ​ ​ — ​ ​ 83,138 ​ ​ — ​ ​ 83,138 Deferred tax liability ​ ​ — ​ ​ — ​ ​ — ​ ​ 41,491 ​ ​ — ​ ​ 41,491 Other long-term liabilities ​ 8,274 ​ — ​ 8,274 ​ 2,693 ​ — ​ 2,693 Total liabilities ​ 147,660 ​ — ​ 147,660 ​ 192,206 ​ — ​ 192,206 ​ ​ ​ ​ ​ ​ ​ Stockholders’ equity ​ ​ ​ ​ ​ ​ Preferred stock, no par value: ​ ​ ​ ​ ​ ​ 2 % Series A Convertible Preferred stock ​ — ​ — ​ — ​ — ​ — ​ — 0 % Series B Convertible Preferred stock ​ — ​ — ​ — ​ 11 ​ — ​ 11 Common stock, no par value ​ 1,857,108 ​ — ​ 1,857,108 ​ 917,197 ​ — ​ 917,197 Accumulated deficit ​ ( 555,043 ) ​ ( 8,727 ) ​ ( 563,770 ) ​ ( 203,045 ) ​ ( 4,142 ) ​ ( 207,187 ) Total stockholders’ equity ​ 1,302,065 ​ ( 8,727 ) ​ 1,293,338 ​ 714,163 ​ ( 4,142 ) ​ 710,021 Total liabilities and stockholders’ equity ​ $ 1,449,725 ​ $ ( 8,727 ) ​ $ 1,440,998 ​ $ 906,369 ​ $ ( 4,142 ) ​ $ 902,227 ​ ​ F-48 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of September 30, 2022 (unaudited) ​ As of September 30, 2021 (unaudited) ​ ​ As previously ​ ​ ​ ​ ​ ​ ​ As previously ​ ​ ​ ​ ​ ​ ​ ​ reported ​ Adjustment ​ As restated ​ reported ​ Adjustment ​ As restated ASSETS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 254,974 ​ $ — ​ $ 254,974 ​ $ 57,880 ​ $ — ​ $ 57,880 Accounts receivable, net ​ 17,385 ​ — ​ 17,385 ​ 3,632 ​ — ​ 3,632 Costs and estimated earnings in excess of billings ​ 15,119 ​ — ​ 15,119 ​ — ​ — ​ — Prepaid expenses and other current assets ​ 22,100 ​ — ​ 22,100 ​ 1,552 ​ — ​ 1,552 Bitcoin ​ 125,151 ​ ( 4,593 ) ​ 120,558 ​ 102,313 ​ ( 10,834 ) ​ 91,479 Future power credits, current portion ​ 39,996 ​ — ​ 39,996 ​ — ​ — ​ — Investments in marketable equity securities, at fair value ​ ​ 2,170 ​ ​ — ​ ​ 2,170 ​ ​ 13,647 ​ ​ — ​ ​ 13,647 Total current assets ​ 476,895 ​ ( 4,593 ) ​ 472,302 ​ 179,024 ​ ( 10,834 ) ​ 168,190 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Property and equipment, net ​ 650,191 ​ — ​ 650,191 ​ 214,251 ​ — ​ 214,251 Deposits ​ 178,502 ​ — ​ 178,502 ​ 94,416 ​ — ​ 94,416 Finite-lived intangible assets, net ​ 13,017 ​ — ​ 13,017 ​ 84,807 ​ — ​ 84,807 Goodwill ​ — ​ — ​ — ​ 253,737 ​ — ​ 253,737 Derivative asset ​ ​ 112,944 ​ ​ — ​ ​ 112,944 ​ ​ 37,773 ​ ​ — ​ ​ 37,773 Operating lease right-of-use assets ​ ​ 21,763 ​ ​ — ​ ​ 21,763 ​ ​ 6,692 ​ ​ — ​ ​ 6,692 Future power credits, less current portion ​ ​ — ​ ​ — ​ ​ — ​ ​ 83,397 ​ ​ — ​ ​ 83,397 Other long-term assets ​ 310 ​ — ​ 310 ​ 310 ​ — ​ 310 Total assets ​ $ 1,453,622 ​ $ ( 4,593 ) ​ $ 1,449,029 ​ $ 954,407 ​ $ ( 10,834 ) ​ $ 943,573 ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND STOCKHOLDERS’ EQUITY ​ ​ ​ ​ ​ ​ Current liabilities ​ ​ ​ ​ ​ ​ Accounts payable ​ $ 12,664 ​ $ — ​ $ 12,664 ​ $ 14,651 ​ $ — ​ $ 14,651 Billings in excess of costs and estimated earnings ​ 11,229 ​ — ​ 11,229 ​ — ​ — ​ — Accrued expenses ​ ​ 38,915 ​ ​ — ​ ​ 38,915 ​ ​ 7,252 ​ ​ — ​ ​ 7,252 Deferred revenue, current portion ​ 2,555 ​ — ​ 2,555 ​ 2,546 ​ — ​ 2,546 Contingent consideration liability - future power credits, current portion ​ 39,996 ​ — ​ 39,996 ​ — ​ — ​ — Operating lease liability, current portion ​ 1,699 ​ — ​ 1,699 ​ 1,125 ​ — ​ 1,125 Total current liabilities ​ 107,058 ​ — ​ 107,058 ​ 25,574 ​ — ​ 25,574 ​ ​ ​ ​ ​ ​ ​ Deferred revenue, less current portion ​ 18,364 ​ — ​ 18,364 ​ 20,256 ​ — ​ 20,256 Operating lease liability, less current portion ​ 20,510 ​ — ​ 20,510 ​ 7,254 ​ — ​ 7,254 Contingent consideration liability - future power credits, less current portion ​ ​ — ​ ​ — ​ ​ — ​ ​ 83,397 ​ ​ — ​ ​ 83,397 Deferred tax liability ​ ​ — ​ ​ — ​ ​ — ​ ​ 41,491 ​ ​ — ​ ​ 41,491 Other long-term liabilities ​ 8,319 ​ — ​ 8,319 ​ 6,120 ​ — ​ 6,120 Total liabilities ​ 154,251 ​ — ​ 154,251 ​ 184,092 ​ — ​ 184,092 ​ ​ ​ ​ ​ ​ ​ Stockholders’ equity ​ ​ ​ ​ ​ ​ Preferred stock, no par value: ​ ​ ​ ​ ​ ​ 2 % Series A Convertible Preferred stock ​ — ​ — ​ — ​ — ​ — ​ — 0 % Series B Convertible Preferred stock ​ — ​ — ​ — ​ 11 ​ — ​ 11 Common stock, no par value ​ 1,890,983 ​ — ​ 1,890,983 ​ 988,692 ​ — ​ 988,692 Accumulated deficit ​ ( 591,612 ) ​ ( 4,593 ) ​ ( 596,205 ) ​ ( 218,388 ) ​ ( 10,834 ) ​ ( 229,222 ) Total stockholders’ equity ​ 1,299,371 ​ ( 4,593 ) ​ 1,294,778 ​ 770,315 ​ ( 10,834 ) ​ 759,481 Total liabilities and stockholders’ equity ​ $ 1,453,622 ​ $ ( 4,593 ) ​ $ 1,449,029 ​ $ 954,407 ​ $ ( 10,834 ) ​ $ 943,573 ​ F-49 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements Restated Condensed Consolidated Statements of Operations (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended March 31, 2022 (unaudited) ​ ​ As previously ​ ​ ​ ​ ​ ​ ​ ​ reported ​ Adjustment ​ As restated Revenue: ​ ​ ​ ​ ​ ​ ​ ​ Bitcoin Mining ​ $ 57,945 ​ $ — ​ $ 57,945 Data Center Hosting ​ 9,694 ​ — ​ 9,694 Engineering ​ 12,124 ​ — ​ 12,124 Other revenue ​ 24 ​ — ​ 24 Total revenue ​ 79,787 ​ — ​ 79,787 ​ ​ ​ ​ Costs and expenses: ​ ​ ​ Cost of revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ Bitcoin Mining ​ 19,094 ​ — ​ 19,094 Data Center Hosting ​ 14,985 ​ — ​ 14,985 Engineering ​ 11,549 ​ — ​ 11,549 Selling, general, and administrative ​ 10,910 ​ — ​ 10,910 Depreciation and amortization ​ 14,245 ​ — ​ 14,245 Change in fair value of derivative asset ​ ( 46,235 ) ​ — ​ ( 46,235 ) Change in fair value of contingent consideration ​ 176 ​ — ​ 176 Realized gain on sale/exchange of Bitcoin ​ ( 9,236 ) ​ ( 429 ) ​ ( 9,665 ) Impairment of Bitcoin ​ ​ 26,390 ​ ​ ( 520 ) ​ ​ 25,870 Total costs and expenses ​ 41,878 ​ ( 949 ) ​ 40,929 Operating income (loss) ​ 37,909 ​ 949 ​ 38,858 ​ ​ ​ ​ Other income (expense): ​ ​ ​ Interest income (expense) ​ ​ ( 357 ) ​ ​ — ​ ​ ( 357 ) Unrealized loss on marketable equity securities ​ ( 1,611 ) ​ — ​ ( 1,611 ) Total other income (expense) ​ ( 1,968 ) ​ — ​ ( 1,968 ) ​ ​ ​ ​ Net income (loss) before taxes ​ 35,941 ​ 949 ​ 36,890 ​ ​ ​ ​ Current income tax benefit (expense) ​ ( 312 ) ​ — ​ ( 312 ) Deferred income tax benefit (expense) ​ — ​ — ​ — Total income tax benefit (expense) ​ ( 312 ) ​ — ​ ( 312 ) ​ ​ ​ ​ Net income (loss) ​ 35,629 ​ 949 ​ 36,578 Net (income) loss attributable to non-controlling interest ​ — ​ — ​ — Net income (loss) attributable to Riot Platforms, Inc. ​ $ 35,629 ​ $ 949 ​ $ 36,578 ​ ​ ​ ​ Basic and diluted net income (loss) per share ​ $ 0.30 ​ $ 0.01 ​ $ 0.31 Basic and diluted weighted average number of shares outstanding ​ 117,042,347 ​ — ​ 117,042,347 ​ ​ F-50 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended June 30, 2022 (unaudited) ​ For the six months ended June 30, 2022 (unaudited) ​ ​ As previously ​ ​ ​ ​ ​ ​ ​ As previously ​ ​ ​ ​ ​ ​ ​ ​ reported ​ Adjustment ​ As restated ​ reported ​ Adjustment ​ As restated Revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Bitcoin Mining ​ $ 46,151 ​ $ — ​ $ 46,151 ​ $ 104,096 ​ $ — ​ $ 104,096 Data Center Hosting ​ 9,834 ​ — ​ 9,834 ​ 19,528 ​ — ​ 19,528 Engineering ​ 16,938 ​ — ​ 16,938 ​ 29,062 ​ — ​ 29,062 Other revenue ​ 24 ​ — ​ 24 ​ 48 ​ — ​ 48 Total revenue ​ 72,947 ​ — ​ 72,947 ​ 152,734 ​ — ​ 152,734 ​ ​ ​ ​ ​ ​ ​ Costs and expenses: ​ ​ ​ ​ ​ ​ Cost of revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Bitcoin Mining ​ 17,995 ​ — ​ 17,995 ​ 37,089 ​ — ​ 37,089 Data Center Hosting ​ 15,184 ​ — ​ 15,184 ​ 30,169 ​ — ​ 30,169 Engineering ​ 15,175 ​ — ​ 15,175 ​ 26,724 ​ — ​ 26,724 Acquisition-related costs ​ — ​ — ​ — ​ 78 ​ — ​ 78 Selling, general, and administrative ​ 10,713 ​ — ​ 10,713 ​ 21,545 ​ — ​ 21,545 Depreciation and amortization ​ 20,562 ​ — ​ 20,562 ​ 34,807 ​ — ​ 34,807 Change in fair value of derivative asset ​ ( 60,931 ) ​ — ​ ( 60,931 ) ​ ( 104,614 ) ​ — ​ ( 104,614 ) Power curtailment credits ​ ​ ( 5,706 ) ​ ​ — ​ ​ ( 5,706 ) ​ ​ ( 8,258 ) ​ ​ — ​ ​ ( 8,258 ) Change in fair value of contingent consideration ​ — ​ — ​ — ​ 176 ​ — ​ 176 Realized gain on sale/exchange of Bitcoin ​ ( 14,353 ) ​ ( 907 ) ​ ( 15,260 ) ​ ( 23,589 ) ​ ( 1,336 ) ​ ( 24,925 ) Gain on exchange of equipment ​ ​ ( 8,614 ) ​ ​ — ​ ​ ( 8,614 ) ​ ​ ( 8,614 ) ​ ​ — ​ ​ ( 8,614 ) Impairment of Bitcoin ​ ​ 99,787 ​ ​ 1,632 ​ ​ 101,419 ​ ​ 126,177 ​ ​ 1,112 ​ ​ 127,289 Impairment of goodwill ​ ​ 335,648 ​ ​ — ​ ​ 335,648 ​ ​ 335,648 ​ ​ — ​ ​ 335,648 Total costs and expenses ​ 425,460 ​ 725 ​ 426,185 ​ 467,338 ​ ( 224 ) ​ 467,114 Operating income (loss) ​ ( 352,513 ) ​ ( 725 ) ​ ( 353,238 ) ​ ( 314,604 ) ​ 224 ​ ( 314,380 ) ​ ​ ​ ​ ​ ​ ​ Other income (expense): ​ ​ ​ ​ ​ ​ Interest income (expense) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 357 ) ​ ​ — ​ ​ ( 357 ) Realized loss on sale of marketable equity securities ​ ​ ( 1,624 ) ​ ​ — ​ ​ ( 1,624 ) ​ ​ ( 1,624 ) ​ ​ — ​ ​ ( 1,624 ) Unrealized loss on marketable equity securities ​ ( 4,837 ) ​ — ​ ( 4,837 ) ​ ( 6,448 ) ​ — ​ ( 6,448 ) Other income (expense) ​ ​ ( 59 ) ​ ​ — ​ ​ ( 59 ) ​ ​ ( 59 ) ​ ​ — ​ ​ ( 59 ) Total other income (expense) ​ ( 6,520 ) ​ — ​ ( 6,520 ) ​ ( 8,488 ) ​ — ​ ( 8,488 ) ​ ​ ​ ​ ​ ​ ​ Net income (loss) before taxes ​ ( 359,033 ) ​ ( 725 ) ​ ( 359,758 ) ​ ( 323,092 ) ​ 224 ​ ( 322,868 ) ​ ​ ​ ​ ​ ​ ​ Current income tax benefit (expense) ​ ( 427 ) ​ — ​ ( 427 ) ​ ( 739 ) ​ — ​ ( 739 ) Deferred income tax benefit (expense) ​ 6,626 ​ — ​ 6,626 ​ 6,626 ​ — ​ 6,626 Total income tax benefit (expense) ​ 6,199 ​ — ​ 6,199 ​ 5,887 ​ — ​ 5,887 ​ ​ ​ ​ ​ ​ ​ Net income (loss) ​ ( 352,834 ) ​ ( 725 ) ​ ( 353,559 ) ​ ( 317,205 ) ​ 224 ​ ( 316,981 ) ​ ​ ​ ​ ​ ​ ​ Basic and diluted net income (loss) per share ​ $ ( 2.71 ) ​ $ ( 0.01 ) ​ $ ( 2.71 ) ​ $ ( 2.56 ) ​ $ 0.00 ​ $ ( 2.56 ) Basic and diluted weighted average number of shares outstanding ​ 130,405,502 ​ — ​ 130,405,502 ​ 123,760,839 ​ — ​ 123,760,839 ​ F-51 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended September 30, 2022 (unaudited) ​ For the nine months ended September 30, 2022 (unaudited) ​ ​ As previously ​ ​ ​ ​ ​ ​ ​ As previously ​ ​ ​ ​ ​ ​ ​ ​ reported ​ Adjustment ​ As restated ​ reported ​ Adjustment ​ As restated Revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Bitcoin Mining ​ $ 22,070 ​ $ — ​ $ 22,070 ​ $ 126,166 ​ $ — ​ $ 126,166 Data Center Hosting ​ 8,371 ​ — ​ 8,371 ​ 27,899 ​ — ​ 27,899 Engineering ​ 15,824 ​ — ​ 15,824 ​ 44,886 ​ — ​ 44,886 Other revenue ​ 25 ​ — ​ 25 ​ 73 ​ — ​ 73 Total revenue ​ 46,290 ​ — ​ 46,290 ​ 199,024 ​ — ​ 199,024 ​ ​ ​ ​ ​ ​ ​ Costs and expenses: ​ ​ ​ ​ ​ ​ Cost of revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Bitcoin Mining ​ 14,677 ​ — ​ 14,677 ​ 51,766 ​ — ​ 51,766 Data Center Hosting ​ 14,223 ​ — ​ 14,223 ​ 44,392 ​ — ​ 44,392 Engineering ​ 13,780 ​ — ​ 13,780 ​ 40,504 ​ — ​ 40,504 Acquisition-related costs ​ — ​ — ​ — ​ 78 ​ — ​ 78 Selling, general, and administrative ​ 16,004 ​ — ​ 16,004 ​ 37,549 ​ — ​ 37,549 Depreciation and amortization ​ 26,559 ​ — ​ 26,559 ​ 61,366 ​ — ​ 61,366 Change in fair value of derivative asset ​ 17,749 ​ — ​ 17,749 ​ ( 86,865 ) ​ — ​ ( 86,865 ) Power curtailment credits ​ ​ ( 13,070 ) ​ ​ — ​ ​ ( 13,070 ) ​ ​ ( 21,328 ) ​ ​ — ​ ​ ( 21,328 ) Change in fair value of contingent consideration ​ — ​ — ​ — ​ 176 ​ — ​ 176 Realized gain on sale/exchange of Bitcoin ​ ( 1,854 ) ​ ( 1,255 ) ​ ( 3,109 ) ​ ( 25,443 ) ​ ( 2,591 ) ​ ( 28,034 ) Gain on exchange of equipment ​ ​ ( 7,667 ) ​ ​ — ​ ​ ( 7,667 ) ​ ​ ( 16,281 ) ​ ​ — ​ ​ ( 16,281 ) Impairment of Bitcoin ​ ​ 5,900 ​ ​ ( 2,879 ) ​ ​ 3,021 ​ ​ 132,077 ​ ​ ( 1,767 ) ​ ​ 130,310 Impairment of goodwill ​ ​ — ​ ​ — ​ ​ — ​ ​ 335,648 ​ ​ — ​ ​ 335,648 Total costs and expenses ​ 86,301 ​ ( 4,134 ) ​ 82,167 ​ 553,639 ​ ( 4,358 ) ​ 549,281 Operating income (loss) ​ ( 40,011 ) ​ 4,134 ​ ( 35,877 ) ​ ( 354,615 ) ​ 4,358 ​ ( 350,257 ) ​ ​ ​ ​ ​ ​ ​ Other income (expense): ​ ​ ​ ​ ​ ​ Interest income (expense) ​ ​ 348 ​ ​ — ​ ​ 348 ​ ​ ( 9 ) ​ ​ — ​ ​ ( 9 ) Realized loss on sale of marketable equity securities ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 1,624 ) ​ ​ — ​ ​ ( 1,624 ) Unrealized loss on marketable equity securities ​ 142 ​ — ​ 142 ​ ( 6,306 ) ​ — ​ ( 6,306 ) Other income (expense) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 59 ) ​ ​ — ​ ​ ( 59 ) Total other income (expense) ​ 490 ​ — ​ 490 ​ ( 7,998 ) ​ — ​ ( 7,998 ) ​ ​ ​ ​ ​ ​ ​ Net income (loss) before taxes ​ ( 39,521 ) ​ 4,134 ​ ( 35,387 ) ​ ( 362,613 ) ​ 4,358 ​ ( 358,255 ) ​ ​ ​ ​ ​ ​ ​ Current income tax benefit (expense) ​ ( 89 ) ​ — ​ ( 89 ) ​ ( 828 ) ​ — ​ ( 828 ) Deferred income tax benefit (expense) ​ 3,041 ​ — ​ 3,041 ​ 9,667 ​ — ​ 9,667 Total income tax benefit (expense) ​ 2,952 ​ — ​ 2,952 ​ 8,839 ​ — ​ 8,839 ​ ​ ​ ​ ​ ​ ​ Net income (loss) ​ ( 36,569 ) ​ 4,134 ​ ( 32,435 ) ​ ( 353,774 ) ​ 4,358 ​ ( 349,416 ) ​ ​ ​ ​ ​ ​ ​ Basic and diluted net income (loss) per share ​ $ ( 0.24 ) ​ $ 0.03 ​ $ ( 0.21 ) ​ $ ( 2.64 ) ​ $ 0.03 ​ $ ( 2.61 ) Basic and diluted weighted average number of shares outstanding ​ 153,895,123 ​ — ​ 153,895,123 ​ 133,894,338 ​ — ​ 133,894,338 ​ F-52 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended March 31, 2021 (unaudited) ​ ​ As previously ​ ​ ​ ​ ​ ​ ​ ​ reported ​ Adjustment ​ As restated Revenue: ​ ​ ​ ​ ​ ​ ​ ​ Bitcoin Mining ​ $ 23,173 ​ $ — ​ $ 23,173 Other revenue ​ 24 ​ — ​ 24 Total revenue ​ 23,197 ​ — ​ 23,197 ​ ​ ​ ​ Costs and expenses: ​ ​ ​ Cost of revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ Bitcoin Mining ​ 7,534 ​ — ​ 7,534 Selling, general, and administrative ​ 5,462 ​ — ​ 5,462 Depreciation and amortization ​ ​ 2,846 ​ ​ — ​ ​ 2,846 Impairment of Bitcoin ​ — ​ 2,374 ​ 2,374 Total costs and expenses ​ 15,842 ​ 2,374 ​ 18,216 Operating income (loss) ​ 7,355 ​ ( 2,374 ) ​ 4,981 ​ ​ ​ ​ Interest income (expense) ​ ​ 175 ​ ​ — ​ ​ 175 ​ ​ ​ ​ Net income (loss) before taxes ​ 7,530 ​ ( 2,374 ) ​ 5,156 ​ ​ ​ ​ Current income tax benefit (expense) ​ — ​ — ​ — ​ ​ ​ ​ Net income (loss) ​ 7,530 ​ ( 2,374 ) ​ 5,156 ​ ​ ​ ​ Basic net income (loss) per share ​ $ 0.09 ​ $ ( 0.03 ) ​ $ 0.06 Diluted net income (loss) per share ​ $ 0.09 ​ $ ( 0.03 ) ​ $ 0.06 Basic weighted average number of shares outstanding ​ 83,163,400 ​ — ​ 83,163,400 Diluted weighted average number of shares outstanding ​ ​ 83,712,151 ​ ​ — ​ ​ 83,712,151 ​ F-53 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended June 30, 2021 (unaudited) ​ For the six months ended June 30, 2021 (unaudited) ​ ​ As previously ​ ​ ​ ​ ​ ​ ​ As previously ​ ​ ​ ​ ​ ​ ​ ​ reported ​ Adjustment ​ As restated ​ reported ​ Adjustment ​ As restated Revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Bitcoin Mining ​ $ 31,450 ​ $ — ​ $ 31,450 ​ $ 54,623 ​ $ — ​ $ 54,623 Data Center Hosting ​ 2,874 ​ — ​ 2,874 ​ 2,874 ​ — ​ 2,874 Other revenue ​ 24 ​ — ​ 24 ​ 48 ​ — ​ 48 Total revenue ​ 34,348 ​ — ​ 34,348 ​ 57,545 ​ — ​ 57,545 ​ ​ ​ ​ ​ ​ ​ Costs and expenses: ​ ​ ​ ​ ​ ​ Cost of revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Bitcoin Mining ​ 9,325 ​ — ​ 9,325 ​ 16,859 ​ — ​ 16,859 Data Center Hosting ​ 3,736 ​ — ​ 3,736 ​ 3,736 ​ — ​ 3,736 Acquisition-related costs ​ 17,032 ​ — ​ 17,032 ​ 18,342 ​ — ​ 18,342 Selling, general, and administrative ​ 3,512 ​ — ​ 3,512 ​ 7,664 ​ — ​ 7,664 Depreciation and amortization ​ 5,738 ​ — ​ 5,738 ​ 8,584 ​ — ​ 8,584 Change in fair value of derivative asset ​ ( 16,393 ) ​ — ​ ( 16,393 ) ​ ( 16,393 ) ​ — ​ ( 16,393 ) Power curtailment credits ​ ​ ( 1,143 ) ​ ​ — ​ ​ ( 1,143 ) ​ ​ ( 1,143 ) ​ ​ — ​ ​ ( 1,143 ) Change in fair value of contingent consideration ​ 185 ​ — ​ 185 ​ 185 ​ — ​ 185 Realized gain on sale/exchange of Bitcoin ​ ( 29 ) ​ — ​ ( 29 ) ​ ( 29 ) ​ — ​ ( 29 ) Impairment of Bitcoin ​ ​ 17,507 ​ ​ 328 ​ ​ 17,835 ​ ​ 17,507 ​ ​ 2,702 ​ ​ 20,209 Total costs and expenses ​ 39,470 ​ 328 ​ 39,798 ​ 55,312 ​ 2,702 ​ 58,014 Operating income (loss) ​ ( 5,122 ) ​ ( 328 ) ​ ( 5,450 ) ​ 2,233 ​ ( 2,702 ) ​ ( 469 ) ​ ​ ​ ​ ​ ​ ​ Other income (expense): ​ ​ ​ ​ ​ ​ Interest income (expense) ​ ​ 80 ​ ​ — ​ ​ 80 ​ ​ 255 ​ ​ — ​ ​ 255 Realized gain on sale/exchange of long-term investment ​ 26,260 ​ — ​ 26,260 ​ 26,260 ​ — ​ 26,260 Unrealized loss on marketable equity securities ​ 339 ​ — ​ 339 ​ 339 ​ — ​ 339 Other income (expense) ​ ​ 1,510 ​ ​ — ​ ​ 1,510 ​ ​ 1,510 ​ ​ — ​ ​ 1,510 Total other income (expense) ​ 28,189 ​ — ​ 28,189 ​ 28,364 ​ — ​ 28,364 ​ ​ ​ ​ ​ ​ ​ Net income (loss) before taxes ​ 23,067 ​ ( 328 ) ​ 22,739 ​ 30,597 ​ ( 2,702 ) ​ 27,895 ​ ​ ​ ​ ​ ​ ​ Current income tax benefit (expense) ​ — ​ — ​ — ​ — ​ — ​ — Deferred income tax benefit (expense) ​ ( 3,730 ) ​ — ​ ( 3,730 ) ​ ( 3,730 ) ​ — ​ ( 3,730 ) Total income tax benefit (expense) ​ ( 3,730 ) ​ — ​ ( 3,730 ) ​ ( 3,730 ) ​ — ​ ( 3,730 ) ​ ​ ​ ​ ​ ​ ​ Net income (loss) ​ 19,337 ​ ( 328 ) ​ 19,009 ​ 26,867 ​ ( 2,702 ) ​ 24,165 ​ ​ ​ ​ ​ ​ ​ Basic net income (loss) per share ​ $ 0.22 ​ $ ( 0.01 ) ​ $ 0.21 ​ $ 0.31 ​ $ ( 0.03 ) ​ $ 0.28 Diluted net income (loss) per share ​ $ 0.22 ​ $ ( 0.01 ) ​ $ 0.21 ​ $ 0.31 ​ $ ( 0.03 ) ​ $ 0.28 Basic weighted average number of shares outstanding ​ 88,681,338 ​ — ​ 88,681,338 ​ 85,937,612 ​ — ​ 85,937,612 Diluted weighted average number of shares outstanding ​ ​ 89,241,044 ​ ​ — ​ ​ 89,241,044 ​ ​ 86,501,471 ​ ​ — ​ ​ 86,501,471 ​ F-54 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended September 30, 2021 (unaudited) ​ For the nine months ended September 30, 2021 (unaudited) ​ ​ As previously ​ ​ ​ ​ ​ ​ ​ As previously ​ ​ ​ ​ ​ ​ ​ ​ reported ​ Adjustment ​ As restated ​ reported ​ Adjustment ​ As restated Revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Bitcoin Mining ​ $ 53,590 ​ $ — ​ $ 53,590 ​ $ 108,213 ​ $ — ​ $ 108,213 Data Center Hosting ​ 11,193 ​ — ​ 11,193 ​ 14,067 ​ — ​ 14,067 Other revenue ​ 25 ​ — ​ 25 ​ 73 ​ — ​ 73 Total revenue ​ 64,808 ​ — ​ 64,808 ​ 122,353 ​ — ​ 122,353 ​ ​ ​ ​ ​ ​ ​ Costs and expenses: ​ ​ ​ ​ ​ ​ Cost of revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Bitcoin Mining ​ 13,034 ​ — ​ 13,034 ​ 29,893 ​ — ​ 29,893 Data Center Hosting ​ 12,581 ​ — ​ 12,581 ​ 16,317 ​ — ​ 16,317 Acquisition-related costs ​ 552 ​ — ​ 552 ​ 18,894 ​ — ​ 18,894 Selling, general, and administrative ​ 40,307 ​ — ​ 40,307 ​ 47,971 ​ — ​ 47,971 Depreciation and amortization ​ 12,207 ​ — ​ 12,207 ​ 20,791 ​ — ​ 20,791 Change in fair value of derivative asset ​ ( 7,413 ) ​ — ​ ( 7,413 ) ​ ( 23,806 ) ​ — ​ ( 23,806 ) Power curtailment credits ​ ​ ( 2,507 ) ​ ​ — ​ ​ ( 2,507 ) ​ ​ ( 3,650 ) ​ ​ — ​ ​ ( 3,650 ) Change in fair value of contingent consideration ​ 259 ​ — ​ 259 ​ 444 ​ — ​ 444 Realized gain on sale/exchange of Bitcoin ​ ( 65 ) ​ — ​ ( 65 ) ​ ( 94 ) ​ — ​ ( 94 ) Impairment of Bitcoin ​ ​ — ​ ​ 6,692 ​ ​ 6,692 ​ ​ 17,507 ​ ​ 9,394 ​ ​ 26,901 Total costs and expenses ​ 68,955 ​ 6,692 ​ 75,647 ​ 124,267 ​ 9,394 ​ 133,661 Operating income (loss) ​ ( 4,147 ) ​ ( 6,692 ) ​ ( 10,839 ) ​ ( 1,914 ) ​ ( 9,394 ) ​ ( 11,308 ) ​ ​ ​ ​ ​ ​ ​ Other income (expense): ​ ​ ​ ​ ​ ​ Interest income (expense) ​ ​ 40 ​ ​ — ​ ​ 40 ​ ​ 295 ​ ​ — ​ ​ 295 Realized gain on sale/exchange of long-term investment ​ — ​ — ​ — ​ 26,260 ​ — ​ 26,260 Unrealized loss on marketable equity securities ​ ( 11,151 ) ​ — ​ ( 11,151 ) ​ ( 10,812 ) ​ — ​ ( 10,812 ) Other income (expense) ​ ​ ( 85 ) ​ ​ — ​ ​ ( 85 ) ​ ​ 1,425 ​ ​ — ​ ​ 1,425 Total other income (expense) ​ ( 11,196 ) ​ — ​ ( 11,196 ) ​ 17,168 ​ — ​ 17,168 ​ ​ ​ ​ ​ ​ ​ Net income (loss) before taxes ​ ( 15,343 ) ​ ( 6,692 ) ​ ( 22,035 ) ​ 15,254 ​ ( 9,394 ) ​ 5,860 ​ ​ ​ ​ ​ ​ ​ Current income tax benefit (expense) ​ — ​ — ​ — ​ — ​ — ​ — Deferred income tax benefit (expense) ​ — ​ — ​ — ​ ( 3,730 ) ​ — ​ ( 3,730 ) Total income tax benefit (expense) ​ — ​ — ​ — ​ ( 3,730 ) ​ — ​ ( 3,730 ) ​ ​ ​ ​ ​ ​ ​ Net income (loss) ​ ( 15,343 ) ​ ( 6,692 ) ​ ( 22,035 ) ​ 11,524 ​ ( 9,394 ) ​ 2,130 ​ ​ ​ ​ ​ ​ ​ Basic net income (loss) per share ​ $ ( 0.16 ) ​ $ ( 0.07 ) ​ $ ( 0.23 ) ​ $ 0.13 ​ $ ( 0.11 ) ​ $ 0.02 Diluted net income (loss) per share ​ $ ( 0.16 ) ​ $ ( 0.07 ) ​ $ ( 0.23 ) ​ $ 0.13 ​ $ ( 0.10 ) ​ $ 0.02 Basic weighted average number of shares outstanding ​ 96,064,036 ​ — ​ 96,064,036 ​ 89,350,180 ​ — ​ 89,350,180 Diluted weighted average number of shares outstanding ​ ​ 96,064,036 ​ ​ — ​ ​ 96,064,036 ​ ​ 89,896,374 ​ ​ — ​ ​ 89,896,374 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ F-55 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements Restated Condensed Consolidated Statements of Cash Flow (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended March 31, 2022 (unaudited) ​ For the three months ended March 31, 2021 (unaudited) ​ ​ As previously ​ ​ ​ ​ ​ ​ ​ As previously ​ ​ ​ ​ ​ ​ ​ ​ reported ​ Adjustment ​ As restated ​ reported ​ Adjustment ​ As restated Cash flows from operating activities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) ​ $ 35,629 ​ $ 949 ​ $ 36,578 ​ $ 7,530 ​ $ ( 2,374 ) ​ $ 5,156 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock-based compensation ​ 3,042 ​ — ​ 3,042 ​ 936 ​ — ​ 936 Depreciation and amortization ​ 14,245 ​ — ​ 14,245 ​ 2,846 ​ — ​ 2,846 Amortization of license fee revenue ​ ( 24 ) ​ — ​ ( 24 ) ​ ( 24 ) ​ — ​ ( 24 ) Amortization of right of use assets ​ 357 ​ — ​ 357 ​ — ​ — ​ — Income tax expense (benefit) ​ 312 ​ — ​ 312 ​ — ​ — ​ — Impairment of Bitcoin ​ 26,390 ​ ( 520 ) ​ 25,870 ​ — ​ 2,374 ​ 2,374 Change in fair value of derivative asset ​ ( 43,683 ) ​ — ​ ( 43,683 ) ​ — ​ — ​ — Change in fair value of contingent consideration ​ 176 ​ — ​ 176 ​ — ​ — ​ — Realized gain on sale/exchange of Bitcoin ​ ( 9,236 ) ​ ( 429 ) ​ ( 9,665 ) ​ — ​ — ​ — Unrealized loss on marketable equity securities ​ 1,611 ​ — ​ 1,611 ​ — ​ — ​ — Bitcoin Mining revenue ​ ​ ( 56,662 ) ​ ​ — ​ ​ ( 56,662 ) ​ ​ ( 22,941 ) ​ ​ — ​ ​ ( 22,941 ) Changes in assets and liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Proceeds from sale of Bitcoin ​ 9,418 ​ — ​ 9,418 ​ — ​ — ​ — Accounts receivable ​ ( 621 ) ​ — ​ ( 621 ) ​ — ​ — ​ — Costs and estimated earnings in excess of billings ​ ( 1,196 ) ​ — ​ ( 1,196 ) ​ — ​ — ​ — Prepaid expenses and other current assets ​ ​ ( 13,817 ) ​ ​ — ​ ​ ( 13,817 ) ​ ​ 628 ​ ​ — ​ ​ 628 Future power credits ​ 4,667 ​ — ​ 4,667 ​ — ​ — ​ — Accounts payable ​ ( 8,768 ) ​ — ​ ( 8,768 ) ​ 2,186 ​ — ​ 2,186 Billings in excess of costs and estimated earnings ​ ( 301 ) ​ — ​ ( 301 ) ​ — ​ — ​ — Accrued expenses ​ ​ ( 5,926 ) ​ ​ — ​ ​ ( 5,926 ) ​ ​ 2,850 ​ ​ — ​ ​ 2,850 Customer deposits ​ ( 22 ) ​ — ​ ( 22 ) ​ — ​ — ​ — Deferred revenue ​ ( 540 ) ​ — ​ ( 540 ) ​ — ​ — ​ — Lease liability ​ ( 369 ) ​ — ​ ( 369 ) ​ — ​ — ​ — Net cash provided by (used in) operating activities ​ ( 45,318 ) ​ — ​ ( 45,318 ) ​ ( 5,989 ) ​ — ​ ( 5,989 ) ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities ​ ​ ​ ​ ​ ​ Deposits on equipment ​ ( 103,161 ) ​ — ​ ( 103,161 ) ​ ( 56,353 ) ​ — ​ ( 56,353 ) Purchases of property and equipment, including construction in progress ​ ( 37,079 ) ​ — ​ ( 37,079 ) ​ ( 2,270 ) ​ — ​ ( 2,270 ) Patent costs incurred ​ ( 26 ) ​ — ​ ( 26 ) ​ ( 38 ) ​ — ​ ( 38 ) Net cash used in investing activities ​ ( 140,266 ) ​ — ​ ( 140,266 ) ​ ( 58,661 ) ​ — ​ ( 58,661 ) ​ ​ ​ ​ ​ ​ ​ Cash flows from financing activities ​ ​ ​ ​ ​ ​ Proceeds from the issuance of common stock / At-the-market offering ​ — ​ — ​ — ​ 84,817 ​ — ​ 84,817 Offering costs for the issuance of common stock / At-the-market offering ​ — ​ — ​ — ​ ( 2,137 ) ​ — ​ ( 2,137 ) Proceeds from exercise of common stock warrants ​ — ​ — ​ — ​ 806 ​ — ​ 806 Payments on contingent consideration liability - future power credits ​ ​ ( 4,843 ) ​ ​ — ​ ​ ( 4,843 ) ​ ​ — ​ ​ — ​ ​ — Repurchase of common shares to pay employee withholding taxes ​ ( 8,307 ) ​ — ​ ( 8,307 ) ​ ( 1,206 ) ​ — ​ ( 1,206 ) Net cash provided by financing activities ​ ( 13,150 ) ​ — ​ ( 13,150 ) ​ 82,280 ​ — ​ 82,280 ​ ​ ​ ​ ​ ​ ​ Net increase (decrease) in cash and cash equivalents ​ ( 198,734 ) ​ — ​ ( 198,734 ) ​ 17,630 ​ — ​ 17,630 Cash and cash equivalents at beginning of year ​ 312,315 ​ — ​ 312,315 ​ 223,382 ​ — ​ 223,382 Cash and cash equivalents at end of year ​ $ 113,581 ​ $ — ​ $ 113,581 ​ $ 241,012 ​ $ — ​ $ 241,012 ​ F-56 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the six months ended June 30, 2022 (unaudited) ​ For the six months ended June 30, 2021 (unaudited) ​ ​ As previously ​ ​ ​ ​ ​ ​ ​ As previously ​ ​ ​ ​ ​ ​ ​ ​ reported ​ Adjustment ​ As restated ​ reported ​ Adjustment ​ As restated Cash flows from operating activities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) ​ $ ( 317,205 ) ​ $ 224 ​ $ ( 316,981 ) ​ $ 26,867 ​ $ ( 2,702 ) ​ $ 24,165 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock-based compensation ​ 3,743 ​ — ​ 3,743 ​ 1,905 ​ — ​ 1,905 Depreciation and amortization ​ 34,807 ​ — ​ 34,807 ​ 8,584 ​ — ​ 8,584 Amortization of license fee revenue ​ ( 48 ) ​ — ​ ( 48 ) ​ ( 48 ) ​ — ​ ( 48 ) Amortization of right of use assets ​ 807 ​ — ​ 807 ​ 54 ​ — ​ 54 Income tax expense (benefit) ​ ( 5,887 ) ​ — ​ ( 5,887 ) ​ 3,730 ​ — ​ 3,730 Impairment of Bitcoin ​ 126,177 ​ 1,112 ​ 127,289 ​ 17,507 ​ 2,702 ​ 20,209 Impairment of goodwill ​ ​ 335,648 ​ ​ — ​ ​ 335,648 ​ ​ — ​ ​ — ​ ​ — Change in fair value of derivative asset ​ ( 104,614 ) ​ — ​ ( 104,614 ) ​ ( 16,393 ) ​ — ​ ( 16,393 ) Change in fair value of contingent consideration ​ 176 ​ — ​ 176 ​ — ​ — ​ — Realized loss on sale of marketable equity securities ​ ​ 1,624 ​ ​ — ​ ​ 1,624 ​ ​ — ​ ​ — ​ ​ — Realized gain on sale/exchange of long-term investment ​ — ​ — ​ — ​ ( 26,260 ) ​ — ​ ( 26,260 ) Realized gain on sale/exchange of Bitcoin ​ ( 23,589 ) ​ ( 1,336 ) ​ ( 24,925 ) ​ ( 29 ) ​ — ​ ( 29 ) Unrealized loss on marketable equity securities ​ 6,448 ​ — ​ 6,448 ​ ( 339 ) ​ — ​ ( 339 ) Gain on exchange of equipment ​ ( 8,614 ) ​ — ​ ( 8,614 ) ​ — ​ — ​ — Bitcoin Mining revenue ​ ​ ( 102,734 ) ​ ​ — ​ ​ ( 102,734 ) ​ ​ ( 54,106 ) ​ ​ — ​ ​ ( 54,106 ) Changes in assets and liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Proceeds from sale of Bitcoin ​ 33,116 ​ — ​ 33,116 ​ — ​ — ​ — Accounts receivable ​ ( 693 ) ​ — ​ ( 693 ) ​ 1,045 ​ — ​ 1,045 Costs and estimated earnings in excess of billings ​ ( 3,917 ) ​ — ​ ( 3,917 ) ​ — ​ — ​ — Prepaid expenses and other current assets ​ ​ ( 5,858 ) ​ ​ — ​ ​ ( 5,858 ) ​ ​ 2,373 ​ ​ — ​ ​ 2,373 Future power credits ​ 29,451 ​ — ​ 29,451 ​ — ​ — ​ — Accounts payable ​ ( 1,276 ) ​ — ​ ( 1,276 ) ​ 15,036 ​ — ​ 15,036 Billings in excess of costs and estimated earnings ​ 1,125 ​ — ​ 1,125 ​ — ​ — ​ — Accrued expenses ​ ​ ( 13,287 ) ​ ​ — ​ ​ ( 13,287 ) ​ ​ 2,379 ​ ​ — ​ ​ 2,379 Customer deposits ​ 2,032 ​ — ​ 2,032 ​ 2,693 ​ — ​ 2,693 Deferred revenue ​ ( 1,089 ) ​ — ​ ( 1,089 ) ​ ( 12,071 ) ​ — ​ ( 12,071 ) Lease liability ​ ( 736 ) ​ — ​ ( 736 ) ​ ( 87 ) ​ — ​ ( 87 ) Net cash provided by (used in) operating activities ​ ( 14,393 ) ​ — ​ ( 14,393 ) ​ ( 27,160 ) ​ — ​ ( 27,160 ) ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities ​ ​ ​ ​ ​ ​ Proceeds from the sale of marketable equity securities ​ ​ 704 ​ ​ — ​ ​ 704 ​ ​ — ​ ​ — ​ ​ — Acquisition of Whinstone, net of cash acquired ​ — ​ — ​ — ​ ( 40,879 ) ​ — ​ ( 40,879 ) Proceeds from the sale of long-term investments ​ — ​ — ​ — ​ 1,800 ​ — ​ 1,800 Deposits on equipment ​ ( 192,485 ) ​ — ​ ( 192,485 ) ​ ( 84,986 ) ​ — ​ ( 84,986 ) Other deposits ​ ​ ( 709 ) ​ ​ — ​ ​ ( 709 ) ​ ​ — ​ ​ — ​ ​ — Purchases of property and equipment, including construction in progress ​ ( 77,403 ) ​ — ​ ( 77,403 ) ​ ( 7,126 ) ​ — ​ ( 7,126 ) Patent costs incurred ​ ( 28 ) ​ — ​ ( 28 ) ​ ( 16 ) ​ — ​ ( 16 ) Net cash used in investing activities ​ ( 269,921 ) ​ — ​ ( 269,921 ) ​ ( 131,207 ) ​ — ​ ( 131,207 ) ​ ​ ​ ​ ​ ​ ​ Cash flows from financing activities ​ ​ ​ ​ ​ ​ Proceeds from the issuance of common stock / At-the-market offering ​ 272,737 ​ — ​ 272,737 ​ 84,817 ​ — ​ 84,817 Offering costs for the issuance of common stock / At-the-market offering ​ ( 5,715 ) ​ — ​ ( 5,715 ) ​ ( 2,137 ) ​ — ​ ( 2,137 ) Proceeds from exercise of common stock warrants ​ — ​ — ​ — ​ 806 ​ — ​ 806 Payments on contingent consideration liability - future power credits ​ ​ ( 15,725 ) ​ ​ — ​ ​ ( 15,725 ) ​ ​ — ​ ​ — ​ ​ — Repurchase of common shares to pay employee withholding taxes ​ ( 8,815 ) ​ — ​ ( 8,815 ) ​ ( 1,318 ) ​ — ​ ( 1,318 ) Net cash provided by financing activities ​ 242,482 ​ — ​ 242,482 ​ 82,168 ​ — ​ 82,168 ​ ​ ​ ​ ​ ​ ​ Net increase (decrease) in cash and cash equivalents ​ ( 41,832 ) ​ — ​ ( 41,832 ) ​ ( 76,199 ) ​ — ​ ( 76,199 ) Cash and cash equivalents at beginning of year ​ 312,315 ​ — ​ 312,315 ​ 223,382 ​ — ​ 223,382 Cash and cash equivalents at end of year ​ $ 270,483 ​ $ — ​ $ 270,483 ​ $ 147,183 ​ $ — ​ $ 147,183 ​ F-57 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the nine months ended September 30, 2022 (unaudited) ​ For the nine months ended September 30, 2021 (unaudited) ​ ​ As previously ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ reported ​ Adjustment ​ As restated ​ reported ​ Adjustment ​ As restated Cash flows from operating activities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) ​ $ ( 353,774 ) ​ $ 4,134 ​ $ ( 349,640 ) ​ $ 11,524 ​ $ ( 9,394 ) ​ $ 2,130 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock-based compensation ​ 7,304 ​ — ​ 7,304 ​ 37,928 ​ — ​ 37,928 Depreciation and amortization ​ 61,366 ​ — ​ 61,366 ​ 20,791 ​ — ​ 20,791 Amortization of license fee revenue ​ ( 73 ) ​ — ​ ( 73 ) ​ ( 73 ) ​ — ​ ( 73 ) Amortization of right of use assets ​ 2,891 ​ — ​ 2,891 ​ ( 25 ) ​ — ​ ( 25 ) Income tax expense (benefit) ​ ( 8,839 ) ​ — ​ ( 8,839 ) ​ 3,730 ​ — ​ 3,730 Issuance of common stock warrant for settlement of advisory fees ​ — ​ — ​ — ​ 1,157 ​ — ​ 1,157 Impairment of long-term investment ​ — ​ — ​ — ​ — ​ — ​ — Impairment of Bitcoin ​ 132,077 ​ ( 1,767 ) ​ 130,310 ​ 17,507 ​ 9,394 ​ 26,901 Impairment of goodwill ​ ​ 335,648 ​ ​ — ​ ​ 335,648 ​ ​ — ​ ​ — ​ ​ — Impairment of miners ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Reversal of registration rights penalty ​ — ​ — ​ — ​ — ​ — ​ — Change in fair value of derivative asset ​ ( 86,865 ) ​ — ​ ( 86,865 ) ​ ( 23,806 ) ​ — ​ ( 23,806 ) Change in fair value of contingent consideration ​ 176 ​ — ​ 176 ​ 444 ​ — ​ 444 Realized loss on sale of marketable equity securities ​ ​ 1,624 ​ ​ — ​ ​ 1,624 ​ ​ — ​ ​ — ​ ​ — Realized gain on sale/exchange of long-term investment ​ — ​ — ​ — ​ ( 26,260 ) ​ — ​ ( 26,260 ) Realized gain on sale/exchange of Bitcoin ​ ( 25,443 ) ​ ( 2,591 ) ​ ( 28,034 ) ​ ( 94 ) ​ — ​ ( 94 ) Unrealized loss on marketable equity securities ​ 6,306 ​ — ​ 6,306 ​ 10,812 ​ — ​ 10,812 Gain on exchange of equipment ​ ( 16,281 ) ​ — ​ ( 16,281 ) ​ — ​ — ​ — Casualty-related charges ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Bitcoin Mining revenue ​ ​ ( 124,732 ) ​ ​ — ​ ​ ( 124,732 ) ​ ​ ( 108,100 ) ​ ​ — ​ ​ ( 108,100 ) Changes in assets and liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Proceeds from sale of Bitcoin ​ 52,491 ​ — ​ 52,491 ​ — ​ — ​ — Accounts receivable ​ ( 1,987 ) ​ — ​ ( 1,987 ) ​ ( 2,559 ) ​ — ​ ( 2,559 ) Costs and estimated earnings in excess of billings ​ ( 5,257 ) ​ — ​ ( 5,257 ) ​ — ​ — ​ — Prepaid expenses and other current assets ​ ​ ( 14,959 ) ​ ​ — ​ ​ ( 14,959 ) ​ ​ ( 1,220 ) ​ ​ — ​ ​ ( 1,220 ) Future power credits ​ 43,932 ​ — ​ 43,932 ​ ( 444 ) ​ — ​ ( 444 ) Accounts payable ​ ( 7,373 ) ​ — ​ ( 7,373 ) ​ 1,080 ​ — ​ 1,080 Billings in excess of costs and estimated earnings ​ 5,965 ​ — ​ 5,965 ​ — ​ — ​ — Accrued expenses ​ ​ ( 2,673 ) ​ ​ — ​ ​ ( 2,673 ) ​ ​ 3,380 ​ ​ — ​ ​ 3,380 Customer deposits ​ 2,078 ​ — ​ 2,078 ​ 6,120 ​ — ​ 6,120 Deferred revenue ​ ( 1,647 ) ​ — ​ ( 1,647 ) ​ ( 12,757 ) ​ — ​ ( 12,757 ) Lease liability ​ ( 2,695 ) ​ — ​ ( 2,695 ) ​ ( 9 ) ​ — ​ ( 9 ) Net cash provided by (used in) operating activities ​ ( 740 ) ​ ( 224 ) ​ ( 964 ) ​ ( 60,874 ) ​ — ​ ( 60,874 ) ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities ​ ​ ​ ​ ​ ​ Proceeds from the sale of marketable equity securities ​ ​ 704 ​ ​ — ​ ​ 704 ​ ​ — ​ ​ — ​ ​ — Acquisition of Whinstone, net of cash acquired ​ — ​ — ​ — ​ ( 40,879 ) ​ — ​ ( 40,879 ) Acquisition of ESS Metron, net of cash acquired ​ — ​ — ​ — ​ — ​ — ​ — Proceeds from the sale of long-term investments ​ — ​ — ​ — ​ 1,800 ​ — ​ 1,800 Proceeds from the sale of equipment ​ — ​ — ​ — ​ — ​ — ​ — Deposits on equipment ​ ( 194,923 ) ​ — ​ ( 194,923 ) ​ ( 103,158 ) ​ — ​ ( 103,158 ) Other deposits ​ ​ ( 5,479 ) ​ ​ — ​ ​ ( 5,479 ) ​ ​ — ​ ​ — ​ ​ — Purchases of property and equipment, including construction in progress ​ ( 129,672 ) ​ — ​ ( 129,672 ) ​ ( 78,858 ) ​ — ​ ( 78,858 ) Patent costs incurred ​ ( 27 ) ​ — ​ ( 27 ) ​ ( 16 ) ​ — ​ ( 16 ) Net cash used in investing activities ​ ( 329,397 ) ​ — ​ ( 329,397 ) ​ ( 221,111 ) ​ — ​ ( 221,111 ) ​ ​ ​ ​ ​ ​ ​ Cash flows from financing activities ​ ​ ​ ​ ​ ​ Proceeds from the issuance of common stock / At-the-market offering ​ 304,849 ​ — ​ 304,849 ​ 120,516 ​ — ​ 120,516 Offering costs for the issuance of common stock / At-the-market offering ​ ( 6,455 ) ​ — ​ ( 6,455 ) ​ ( 3,045 ) ​ — ​ ( 3,045 ) Proceeds from exercise of common stock warrants ​ — ​ — ​ — ​ 806 ​ — ​ 806 Payments on contingent consideration liability - future power credits ​ ​ ( 15,725 ) ​ ​ — ​ ​ ( 15,725 ) ​ ​ — ​ ​ — ​ ​ — Repurchase of common shares to pay employee withholding taxes ​ ( 9,873 ) ​ — ​ ( 9,873 ) ​ ( 1,794 ) ​ — ​ ( 1,794 ) Net cash provided by financing activities ​ 272,796 ​ — ​ 272,796 ​ 116,483 ​ — ​ 116,483 F-58 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements ​ ​ ​ ​ ​ ​ ​ Net increase (decrease) in cash and cash equivalents ​ ( 57,341 ) ​ ( 224 ) ​ ( 57,565 ) ​ ( 165,502 ) ​ — ​ ( 165,502 ) Cash and cash equivalents at beginning of year ​ 312,315 ​ — ​ 312,315 ​ 223,382 ​ — ​ 223,382 Cash and cash equivalents at end of year ​ $ 254,974 ​ $ ( 224 ) ​ $ 254,750 ​ $ 57,880 ​ $ — ​ $ 57,880 ​ ​ Note 24. Subsequent Events: The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued. No significant recognized or non-recognized subsequent events were noted. ​ ​ F-59 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable. ​