Riot Platforms, Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ​ ​ Reports of Independent Registered Public Accounting Firms* F-1 Consolidated Balance Sheets as of December 31, 2023 and 2022 F-4 Consolidated Statements of Operations for the years ended December 31, 2023, 2022, and 2021 F-5 Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2023, 2022, and 2021 F-6 Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023, 2022, and 2021 F-7 Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022, and 2021 F-8 Notes to Consolidated Financial Statements F-10 ​ * Deloitte & Touche LLP, PCAOB Firm ID No. 34 ​ ​ ​ 49 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ​ To the stockholders and the Board of Directors of Riot Platforms, Inc. Opinion on the Financial Statements ​ We have audited the accompanying consolidated balance sheet of Riot Platforms, Inc. and subsidiaries (the "Company") as of December 31, 2023, the related consolidated statement of operations, comprehensive income (loss), stockholders' equity, and cash flows, for the year ended December 31, 2023 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, 2023, and the results of its operations and its cash flows for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. We have also 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, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 22, 2024, expressed an unqualified opinion on the Company's internal control over financial reporting. Change in Accounting Principle ​ As discussed in Note 2 to the financial statements, the Company has changed its method of accounting for Bitcoin to fair value, with changes in fair value recognized in net income, effective as of January 1, 2023 due to the adoption of Accounting Standards Update (“ASU”) No. 2023-08, Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”). 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 audit. 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit 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 audit 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 audit provides 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 was communicated or required to be communicated to the audit committee and that (1) relates 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 a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Bitcoin Mining Revenue – Refer to Notes 2 and 4 to the financial statements Critical Audit Matter Description The Company participates in a digital asset mining pool ("the mining pool”) by providing computing power to the mining pool operator. The Company recognizes revenue as they fulfill their performance obligation over time by providing computing power in exchange for bitcoin. Once the computing power is transferred to the mining pool operator, the mining pool operator will compensate F-1 Table of Contents the Company for the computing power provided with a payout in bitcoin. For the years ended December 31, 2023, and 2022, Bitcoin Mining Revenue was $189.0 million, and $156.9 million, respectively. We identified the auditing of bitcoin mining revenue as a critical audit matter due to the extent of audit effort required to perform audit procedures over the Company’s computing power provided to the mining pool operator, the associated contractual payouts including the blockchain contractual inputs, the Company’s valuation of bitcoin received from the mining pool operator, and evaluating the results of those procedures. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the Company’s process for recording bitcoin mining revenue included the following, among others: ​ ● With the assistance of our Information Technology (IT) specialists, we identified the significant systems used to monitor computing power and tested the general IT controls over each of these systems. ● We tested the effectiveness of controls over the Company’s mining revenue calculation. ● We tested the amount of the mining revenue recorded by developing an expectation for the amount recorded based on the computing power provided to the mining pool operator per the calculation prescribed in the contract with the mining pool operator and comparing our expectation to the amount recorded by the Company. ● We confirmed with the mining pool operator the significant contractual terms utilized in the determination of mining revenue, total mining rewards earned, and the digital asset wallet addressesin which the rewards are deposited. ● We utilized our proprietary audit tool to independently obtain evidence from the Bitcoin blockchain to test the occurrence and accuracy of mining revenue. ● With the assistance of our fair value specialists, we evaluated the reasonableness of the prices utilized by the Company to value bitcoin by obtaining independent bitcoin prices and comparing those to the prices selected by the Company. ​ /s/ DELOITTE & TOUCHE LLP Houston, TX February 22, 2024 ​ We have served as the Company’s auditor since 2023. ​ F-2 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Riot Platforms, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of Riot Platforms, Inc. and Subsidiaries (the “Company”) as of December 31, 2022, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for each of the two 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 the results of its operations and its cash flows for each of the two years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America. ​ 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. ​ ​ /s/ Marcum llp ​ Marcum llp ​ We have served as the Company’s auditor from 2019 through May 18, 2023. ​ Los Angeles, CA March 2, 2023 ​ ​ F-3 Table of Contents Riot Platforms, Inc. Consolidated Balance Sheets (in thousands, except for share and per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ 2023 ​ 2022 ASSETS ​ ​ Current assets ​ ​ Cash and cash equivalents ​ $ 597,169 ​ $ 230,328 Accounts receivable, net ​ 24,706 ​ 26,932 Contract assets, including retainage of $ 3,166 and $ 3,012 , respectively ​ 15,359 ​ 19,743 Prepaid expenses and other current assets ​ 29,107 ​ 32,661 Bitcoin ​ 311,178 ​ 109,420 Derivative asset, current portion ​ ​ 30,781 ​ ​ — Future power credits, current portion ​ 271 ​ 24,297 Total current assets ​ 1,008,571 ​ 443,381 ​ ​ ​ ​ ​ ​ ​ Property and equipment, net ​ 704,194 ​ 692,555 Deposits ​ 215,009 ​ 42,433 Finite-lived intangible assets, net ​ 15,697 ​ 21,477 Derivative asset, less current portion ​ ​ 73,437 ​ ​ 97,497 Operating lease right-of-use assets ​ ​ 20,413 ​ ​ 21,673 Future power credits, less current portion ​ 638 ​ 638 Other long-term assets ​ 13,121 ​ 310 Total assets ​ $ 2,051,080 ​ $ 1,319,964 ​ ​ ​ LIABILITIES AND STOCKHOLDERS’ EQUITY ​ ​ Current liabilities ​ ​ Accounts payable ​ $ 23,157 ​ $ 18,445 Contract liabilities ​ 4,073 ​ 8,446 Accrued expenses ​ ​ 62,628 ​ ​ 65,464 Deferred gain on acquisition post-close dispute settlement ​ ​ 26,007 ​ ​ — Deferred revenue, current portion ​ 2,458 ​ 2,882 Contingent consideration liability - future power credits, current portion ​ 271 ​ 24,297 Operating lease liability, current portion ​ 2,421 ​ 2,009 Total current liabilities ​ 121,015 ​ 121,543 ​ ​ ​ Deferred revenue, less current portion ​ 15,801 ​ 17,869 Operating lease liability, less current portion ​ 18,924 ​ 20,242 Contingent consideration liability - future power credits, less current portion ​ 638 ​ 638 Other long-term liabilities ​ 6,680 ​ 8,230 Total liabilities ​ 163,058 ​ 168,522 ​ ​ ​ Commitments and contingencies - Note 17 ​ ​ ​ ​ ​ 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, 2023 and December 31, 2022 ​ — ​ — 0 % Series B Convertible Preferred stock, 1,750,001 shares authorized; no shares issued and outstanding as of December 31, 2023 and December 31, 2022 ​ — ​ — Common stock, no par value; 340,000,000 shares authorized; 230,836,624 and 167,751,112 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively ​ 2,687,692 ​ 1,907,784 Accumulated deficit ​ ( 799,820 ) ​ ( 756,342 ) Accumulated other comprehensive income (loss), net ​ ​ 150 ​ ​ — Total stockholders’ equity ​ 1,888,022 ​ 1,151,442 Total liabilities and stockholders’ equity ​ $ 2,051,080 ​ $ 1,319,964 ​ See accompanying Notes to Consolidated Financial Statements. ​ F-4 Table of Contents Riot Platforms, Inc. Consolidated Statements of Operations (in thousands, except for share and per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2023 ​ 2022 ​ 2021 Revenue: ​ ​ ​ ​ Bitcoin Mining ​ $ 188,996 ​ $ 156,870 ​ $ 184,422 Data Center Hosting ​ 27,282 ​ 36,862 ​ 24,546 Engineering ​ 64,303 ​ 65,342 ​ 4,178 Other revenue ​ 97 ​ 97 ​ 97 Total revenue ​ 280,678 ​ 259,171 ​ 213,243 ​ ​ ​ ​ Costs and expenses: ​ ​ ​ Cost of revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ Bitcoin Mining ​ 96,597 ​ 74,335 ​ 45,513 Data Center Hosting ​ 97,122 ​ 61,906 ​ 32,998 Engineering ​ 60,614 ​ 57,455 ​ 3,582 Acquisition-related costs ​ — ​ 78 ​ 21,198 Selling, general, and administrative ​ 100,346 ​ 67,452 ​ 87,429 Depreciation and amortization ​ 252,354 ​ 107,950 ​ 26,324 Change in fair value of Bitcoin ​ ​ ( 184,734 ) ​ ​ — ​ ​ — Change in fair value of derivative asset ​ ( 6,721 ) ​ ( 71,418 ) ​ ( 12,112 ) Power curtailment credits ​ ​ ( 71,215 ) ​ ​ ( 27,345 ) ​ ​ ( 6,514 ) Change in fair value of contingent consideration ​ — ​ ( 159 ) ​ 975 Realized gain on sale of Bitcoin ​ — ​ ( 30,346 ) ​ ( 253 ) Loss (gain) on sale/exchange of equipment ​ ​ 5,336 ​ ​ ( 16,281 ) ​ ​ — Casualty-related charges (recoveries), net ​ ​ ( 5,974 ) ​ ​ 9,688 ​ ​ — Impairment of Bitcoin ​ ​ — ​ ​ 147,365 ​ ​ 43,973 Impairment of goodwill ​ ​ — ​ ​ 335,648 ​ ​ — Impairment of miners ​ ​ — ​ ​ 55,544 ​ ​ — Total costs and expenses ​ 343,725 ​ 771,872 ​ 243,113 Operating income (loss) ​ ( 63,047 ) ​ ( 512,701 ) ​ ( 29,870 ) ​ ​ ​ ​ Other income (expense): ​ ​ ​ Interest income (expense) ​ ​ 8,222 ​ ​ 454 ​ ​ ( 296 ) Realized loss on sale of marketable equity securities ​ ​ — ​ ​ ( 8,996 ) ​ ​ — Realized gain on sale/exchange of long-term investment ​ — ​ — ​ 26,260 Unrealized gain (loss) on marketable equity securities ​ — ​ — ​ ( 13,655 ) Other income (expense) ​ ​ 260 ​ ( 59 ) ​ 2,378 Total other income (expense) ​ 8,482 ​ ( 8,601 ) ​ 14,687 ​ ​ ​ ​ Net income (loss) before taxes ​ ( 54,565 ) ​ ( 521,302 ) ​ ( 15,183 ) ​ ​ ​ ​ Current income tax benefit (expense) ​ 48 ​ ( 789 ) ​ ( 254 ) Deferred income tax benefit (expense) ​ 5,045 ​ 12,538 ​ — Total income tax benefit (expense) ​ 5,093 ​ ​ 11,749 ​ ​ ( 254 ) ​ ​ ​ ​ Net income (loss) ​ $ ( 49,472 ) ​ $ ( 509,553 ) ​ ​ ( 15,437 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted net income (loss) per share ​ $ ( 0.28 ) ​ $ ( 3.65 ) ​ $ ( 0.17 ) Basic and diluted weighted average number of shares outstanding ​ 175,026,051 ​ 139,433,901 ​ 93,452,764 ​ See accompanying Notes to Consolidated Financial Statements. ​ ​ F-5 Table of Contents Riot Platforms, Inc. Consolidated Statements of Comprehensive Income (Loss) (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ 2023 ​ 2022 ​ 2021 Net income (loss) ​ $ ( 49,472 ) ​ $ ( 509,553 ) ​ $ ( 15,437 ) Other comprehensive income (loss): ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized holding gains (losses) on convertible note ​ ​ 150 ​ ​ — ​ ​ — Comprehensive income (loss) ​ $ ( 49,322 ) ​ $ ( 509,553 ) ​ $ ( 15,437 ) ​ See accompanying Notes to Consolidated Financial Statements. ​ ​ ​ ​ F-6 Table of Contents Riot Platforms, Inc. Consolidated Statements of Stockholders’ Equity (in thousands, except for share and per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated other ​ Total ​ ​ Preferred Stock ​ Common Stock ​ Accumulated ​ comprehensive ​ stockholders’ ​ ​ Shares Amount Shares Amount deficit income (loss) ​ equity Balance as of January 1, 2021 4,199 ​ $ 22 78,523,517 ​ $ 506,961 ​ $ ( 231,352 ) ​ $ — ​ $ 275,631 Delivery of common stock underlying restricted stock units, net of shares settled for tax withholding — ​ — 464,021 ​ ( 5,082 ) ​ — ​ ​ — ​ ( 5,082 ) Issuance of common stock related to exercise of warrants — ​ — 415,657 ​ 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 Issuance of common stock in connection with the acquisition of ESS Metron, net of 70,156 shares withheld — ​ — 645,248 ​ 26,735 ​ — ​ ​ — ​ 26,735 Issuance of common stock/At-the-market offering, net of offering costs — ​ — 24,344,057 ​ 669,916 ​ — ​ ​ — ​ 669,916 Issuance of common stock warrant for settlement of advisory fees — ​ — — ​ 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 Net income (loss) — ​ — — ​ — ​ ( 15,437 ) ​ ​ — ​ ( 15,437 ) Balance as of December 31, 2021 2,199 ​ 11 116,748,472 ​ 1,595,147 ​ ( 246,789 ) ​ ​ — ​ 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 ) Issuance of common stock/At-the-market offering, net of offering costs — ​ — 37,052,612 ​ 298,209 ​ — ​ ​ — ​ 298,209 Conversion of preferred stock to common stock ( 2,199 ) ​ ( 11 ) 2,199 ​ 11 ​ — ​ ​ — ​ — Stock-based compensation — ​ — — ​ 24,555 ​ — ​ ​ — ​ 24,555 Net income (loss) — ​ — — ​ — ​ ( 509,553 ) ​ ​ — ​ ( 509,553 ) Balance as of December 31, 2022 — ​ ​ — 167,751,112 ​ ​ 1,907,784 ​ ​ ( 756,342 ) ​ ​ — ​ ​ 1,151,442 Cumulative effect upon adoption of ASU 2023-08 ​ — ​ ​ — ​ — ​ ​ — ​ ​ 5,994 ​ ​ — ​ ​ 5,994 Issuance of restricted stock, net of forfeitures and delivery of common stock underlying stock awards, net of tax withholding — ​ — 809,302 ​ ( 14,035 ) ​ — ​ ​ — ​ ( 14,035 ) Issuance of common stock/At-the-market offering, net of offering costs — ​ — 62,206,045 ​ 761,773 ​ — ​ ​ — ​ 761,773 Issuance of common stock in connection with acquisition of ESS Metron, LLC — ​ — 70,165 ​ — ​ — ​ ​ — ​ — Stock-based compensation — ​ — — ​ 32,170 ​ — ​ ​ — ​ 32,170 Net income (loss) — ​ — — ​ — ​ ( 49,472 ) ​ ​ — ​ ( 49,472 ) Other comprehensive income (loss) ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ 150 ​ ​ 150 Balance as of December 31, 2023 — ​ $ — 230,836,624 ​ $ 2,687,692 ​ $ ( 799,820 ) ​ $ 150 ​ $ 1,888,022 ​ 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, ​ ​ 2023 2022 2021 Operating activities ​ ​ ​ ​ ​ Net income (loss) ​ $ ( 49,472 ) ​ $ ( 509,553 ) ​ $ ( 15,437 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: ​ ​ ​ ​ Stock-based compensation ​ 32,170 ​ 24,555 ​ 68,491 Depreciation and amortization ​ 252,354 ​ 107,950 ​ 26,324 Amortization of license fee revenue ​ ( 97 ) ​ ( 97 ) ​ ( 97 ) Noncash lease expense ​ 2,509 ​ 12,181 ​ 275 Deferred income tax expense (benefit) ​ ( 5,045 ) ​ ( 11,749 ) ​ 254 Issuance of common stock warrant for settlement of advisory fees ​ — ​ — ​ 1,157 Impairment of Bitcoin ​ — ​ 147,365 ​ 43,973 Impairment of goodwill ​ ​ — ​ ​ 335,648 ​ ​ — Impairment of miners ​ ​ — ​ ​ 55,544 ​ ​ — Change in fair value of Bitcoin ​ ​ ( 184,734 ) ​ ​ — ​ ​ — Change in fair value of derivative asset ​ ( 6,721 ) ​ ( 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 of Bitcoin ​ — ​ ( 30,346 ) ​ ( 253 ) Unrealized loss on marketable equity securities ​ — ​ — ​ 13,655 Loss (gain) on sale/exchange of equipment ​ 5,336 ​ ( 16,281 ) ​ — Casualty-related charges ​ ​ 1,526 ​ ​ 9,688 ​ ​ — Bitcoin Mining revenue ​ ​ ( 188,996 ) ​ ​ ( 156,870 ) ​ ​ ( 184,422 ) Proceeds from sale of Bitcoin ​ ​ 176,219 ​ ​ 79,529 ​ 295 Changes in assets and liabilities: ​ ​ ​ (Increase)/decrease in operating assets ​ ​ 6,352 ​ ​ 12,058 ​ ​ ( 7,148 ) Increase/(decrease) in operating liabilities ​ ​ ( 8,316 ) ​ ​ 3,489 ​ ​ 4,248 Net cash provided by (used in) operating activities ​ 33,085 ​ 530 ​ ( 86,082 ) ​ ​ ​ ​ 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 Deposits on equipment ​ ( 230,397 ) ​ ( 194,923 ) ​ ( 274,833 ) Security deposits ​ ​ — ​ ​ ( 3,809 ) ​ ​ — Investment in convertible debt ​ ​ ( 4,500 ) ​ ​ — ​ ​ — Purchases of property and equipment, including construction in progress ​ ( 193,704 ) ​ ( 148,412 ) ​ ( 147,116 ) Casualty-related recoveries ​ ​ 7,500 ​ ​ — ​ ​ — Proceeds from the sale of equipment ​ ​ 6,369 ​ ​ — ​ ​ — Patent costs incurred ​ ( 34 ) ​ ( 9,527 ) ​ ( 30 ) Net cash provided by (used in) investing activities ​ ( 414,766 ) ​ ( 354,863 ) ​ ( 490,625 ) ​ ​ ​ ​ Financing activities ​ ​ ​ Proceeds from the issuance of common stock / At-the-market offering ​ 778,430 ​ 304,849 ​ 684,817 Offering costs for the issuance of common stock / At-the-market offering ​ ( 16,657 ) ​ ( 6,640 ) ​ ( 14,901 ) Proceeds from exercise of common stock warrants ​ — ​ — ​ 806 Payments on contingent consideration liability - future power credits ​ ​ — ​ ​ ( 15,725 ) ​ ​ — Proceeds from Credit and Security Facility ​ ​ 6,920 ​ ​ — ​ ​ — Repayments of Credit and Security Facility ​ ​ ( 6,059 ) ​ ​ — ​ ​ — Debt issuance costs ​ ​ ( 77 ) ​ ​ — ​ ​ — Repurchase of common shares to pay employee withholding taxes ​ ( 14,035 ) ​ ( 10,138 ) ​ ( 5,082 ) Net cash provided by (used in) financing activities ​ 748,522 ​ 272,346 ​ 665,640 ​ ​ ​ ​ Net increase (decrease) in cash and cash equivalents ​ 366,841 ​ ( 81,987 ) ​ 88,933 Cash and cash equivalents at beginning of period ​ 230,328 ​ 312,315 ​ 223,382 Cash and cash equivalents at end of period ​ $ 597,169 ​ $ 230,328 ​ $ 312,315 ​ ​ 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, ​ ​ 2023 2022 2021 Supplemental information: ​ ​ ​ Cash paid for interest ​ $ 84 ​ $ — ​ $ — Cash paid for taxes ​ $ 680 ​ $ — ​ $ — Non-cash transactions ​ ​ ​ Issuance of common stock for business combination ​ $ — ​ $ — ​ $ 352,887 Reclassification of deposits to property and equipment ​ $ 78,376 ​ $ 422,865 ​ $ 46,711 Construction in progress included in accrued expenses ​ $ 23,451 ​ $ 16,621 ​ $ 2,423 Bitcoin exchanged for employee compensation ​ $ 869 ​ $ 1,495 ​ $ 295 Conversion of preferred stock to common stock ​ $ — ​ $ 11 ​ $ 11 Cumulative effect upon adoption of ASU 2023-08 ​ $ 5,994 ​ $ — ​ $ — Right of use assets exchanged for new operating lease liabilities ​ $ 1,249 ​ $ 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 and Basis of Presentation Organization 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 MW in total developed capacity for Bitcoin mining and data center hosting services for institutional-scale hosted clients. 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. ​ As described in Note 20. Segment Information , we operate in three business segments: Bitcoin Mining, Data Center Hosting, and Engineering. 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. 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 of U.S. Dollars except for share, per share, and miner amounts, and Bitcoin quantities, prices and hash rate, or as otherwise noted. ​ Note 2. Significant Accounting Policies and Recent Accounting Pronouncements 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 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 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 consists 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 FDIC. The Company has never suffered a loss due to such excess balances. Accounts receivable The Company’s accounts receivable balance consists of amounts due from its mining pool operator and 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 F-10 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements 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, 2023, 2022, and 2021, the Company did no t record any credit losses or recoveries. Based on the Company’s current and historical collection experience, management recorded allowances for doubtful accounts of $ 1.5 million and $ 1.9 million as of December 31, 2023 and December 31, 2022, respectively. Bitcoin As a result of the adoption of ASU 2023-08, Bitcoin is recorded at fair value, and changes in fair value are recognized in Change in fair value of Bitcoin, in Operating income (loss) on the Consolidated Statements of Operations, as of, and for the year ended December 31, 2023. Prior to the adoption of ASU 2023-08, Bitcoin was accounted for as intangible assets with an indefinite useful life. Bitcoin was 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 was recognized, the loss established the new cost basis of the Bitcoin. Subsequent reversal of impairment losses was not permitted. Bitcoin awarded to the Company through its mining activities are accounted for in connection with the Company’s revenue recognition policy. Bitcoin is classified on the Company’s Consolidated 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 Operating activities on the Consolidated Statements of Cash Flows as substantially all of the Company’s Bitcoin production is sold within days of being produced, but never more than the production on a monthly basis per the Company’s internal policy . During 2024, the Company made a strategic decision to temporarily cease the sales of all its Bitcoin production and instead, increase its Bitcoin holdings. The Company will continue to monitor its cash needs and expects to sell Bitcoin in the future to fund its cash expenditures. 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 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 the Company, at no cost to the Company, or 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, which are deducted from amounts we may otherwise earn and are treated as a reduction to the consideration F-11 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements 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 consideration is estimated and recognized based on the spot price of Bitcoin determined using the Company’s principal market for Bitcoin at the inception of each contract. 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 principal market for Bitcoin at the beginning of the contract period at the single bitcoin level (one bitcoin). This amount is recognized in revenue as hash rate is provided. ● The Company transitioned completely to this mining pool type in December 2022 and utilized it for the year ended December 31, 2023. 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. ● 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 principal market for Bitcoin at the time of receipt. ● The Company utilized this mining pool type during the year ended December 31, 2021 and throughout 2022, until mid-December 2022. There is no significant financing component in these transactions due to the performance obligations and settlement of the transactions being on a daily basis. F-12 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements 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. Due to the long-term nature of the hosting contracts, there is a significant financing component in transactions where the customer paid for the construction of assets owned by the Company. 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. Revenue is 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 revenue 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 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. F-13 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements 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. 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 - 10 Office and computer equipment 3 ​ 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 F-14 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements 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 current and long-term liabilities on 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. 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 PPA, 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. F-15 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements 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 on the Consolidated Statements of Operations over the lease term. For all periods presented, the Company only had operating leases. 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 Consolidated Balance Sheets 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 revenue of its 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 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 engineering contracts. Deferred revenue relates to upfront payments and consideration received from customers for data center hosting and the upfront license fee generated from our legacy animal health business. Contract liabilities consist of billings in excess of costs and estimated earnings on uncompleted engineering contracts, ​ Remaining performance obligations Remaining performance obligations represent the transaction price of contracts for work that has not yet been performed. 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. F-16 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements ​ 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 recognizes 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 December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 expands existing income tax disclosures for rate reconciliations by requiring disclosure of certain specific categories and additional reconciling items that meet quantitative thresholds and expands disclosures for income taxes paid by requiring disaggregation by certain jurisdictions. ASU 2023-09 is effective for annual periods beginning after December 15, 2024; early adoption is permitted. The Company does note expect the updated guidance to have a material impact on its disclosures. In December 2023, the FASB issued ASU 2023-08, Intangibles - Goodwill and Other - Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets, which establishes accounting guidance for crypto assets meeting certain criteria. Bitcoin meets this criteria. The amendments require crypto assets meeting the criteria to be recognized at fair value with changes recognized in net income each reporting period. Upon adoption, a cumulative-effect adjustment is made to the opening balance of retained earnings as of the beginning of the annual reporting period of adoption. ASU 2023-08 is effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. Early adoption is permitted. The Company elected to early adopt ASU 2023-08 for the year ended December 31, 2023. As a result of the adoption, the Company recorded a cumulative effect adjustment to its Accumulated deficit balance of approximately $ 6.0 million as of January 1, 2023, as a result of recognizing its Bitcoin held as of January 1, 2023, at fair value. See Note 21. Impacts of Adoption of ASU 2023-08 for a summary of the impacts on the Company’s interim Condensed Consolidated Statements of Operations provided during the year ended December 31, 2023. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 is intended to enhance reportable segment disclosures by requiring disclosures of significant segment expenses regularly provided to the CODM, requiring disclosure of the title and position of the CODM and explanation of how the reported measures of segment profit and loss are used by the CODM in assessing segment performance and allocation of resources. ASU 2023-07 is effective for the Company for annual periods beginning after December 31, 2023; early adoption is permitted. The updated guidance is not expected to have a material impact on the Company’s disclosures. In June 2016, the FASB issued ASU 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-17 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements Note 3. 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. See Note 7. Property and Equipment , for more information about the Corsicana Facility. Acquisition of ESS Metron On December 1, 2021, the Company acquired 100 % of the equity interests of 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. During the year ended December 31, 2023, the indemnification period ended and all 70,165 of the withheld shares were issued to the ESS Metron sellers. 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 was 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. The Company determined that the 70,165 shares withheld met the conditions necessary to be classified as equity because the consideration was indexed to the Company’s own equity, there were no exercise contingencies based on an observable market not based on its stock or operations, settlement was consistent with a fixed-for-fixed equity instrument, the agreement contained an explicit number of shares and there were no cash payment provisions. Additionally, based on these assessments, the Company recorded the shares at fair value on the acquisition date, similar to escrowed shares or securities and accounted for them in total consideration transferred. This consideration related to representations and warranties of circumstances that existed as of the F-18 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements acquisition date and which the Company believed 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 consisted 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 future operating cash flows. Other significant assumptions used to estimate the fair value of the customer contracts included an assumed income tax rate of 25 % . Although ESS Metron had 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 revenue, 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 independent safety organization 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 consisted of two operating leases of the manufacturing facility in Denver, Colorado. These leases had combined annual payments of approximately $ 0.9 million and 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. 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 F-19 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements of approximately $ 326.2 million, an $ 83.0 million contingent purchase price payable to the Seller (see Note 17. 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. 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 revenue 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 represented the excess of total purchase consideration over the fair value of the underlying assets acquired and liabilities assumed. Goodwill was 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 Data Center Hosting segment. As part of the share purchase agreement Riot entered into with the seller in connection with the Whinstone Acquisition, Riot was obligated to the seller to pay up to a maximum amount of $ 86.0 million, net of income taxes, as defined under the stock purchase agreement (undiscounted) of additional consideration if certain power credits were 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 $ 83.0 million. The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement. These assumptions for the power credits whose utilization by Whinstone is contingent on ERCOT’s future power billings, included 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 $ 83.0 million related 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 pertained to the PPA. The fair value of the contract of approximately $ 14.0 million was estimated by applying a discounted debt-free cash flow approach. This fair value measurement was based on significant inputs not observable in the market and thus represented a Level 3 measurement as defined in ASC 820. The significant assumptions used to estimate fair value of the derivative contract included 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 included replacement costs, projected capital expenditures, and physical deterioration factors including economic useful life, remaining useful life, age, and effective age. F-20 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements 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. 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. ​ ​ Note 4. Revenue from Contracts with Customers Disaggregated revenue Revenue disaggregated by reportable segment is presented in See Note 20. Segments Information . Contract balances Contract assets relate to uncompleted Engineering contracts. As of December 31, 2023 and 2022, contract assets were $ 15.4 million and $ 19.7 million, respectively. Contract liabilities primarily relate to upfront payments and consideration received for Data Center Hosting services and Deferred revenue relates to uncompleted Engineering contracts. The following table presents changes in contract liabilities and deferred revenue : ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ 2023 2022 Beginning balance ​ $ 29,197 ​ $ 27,903 Revenue recognized ​ ( 11,226 ) ​ ( 6,805 ) Other changes in contract liabilities ​ ​ 4,361 ​ ​ 8,099 Ending balance ​ $ 22,332 ​ $ 29,197 ​ Remaining performance obligation The following table presents the estimated future recognition of the Company’s remaining performance obligations, which represent the transaction price of current contracts for work to be performed. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2025 2026 2027 ​ 2028 Thereafter Total Data Center Hosting $ 2,362 $ 2,362 $ 2,362 $ 2,362 ​ $ 2,362 $ 5,964 $ 17,774 Engineering ​ 4,073 ​ — ​ — ​ — ​ ​ — ​ — ​ 4,073 Other ​ ​ 97 ​ ​ 97 ​ ​ 97 ​ ​ 97 ​ ​ 97 ​ ​ — ​ ​ 485 Total contract liabilities ​ $ 6,532 ​ $ 2,459 ​ $ 2,459 ​ $ 2,459 ​ $ 2,459 ​ $ 5,964 ​ $ 22,332 ​ ​ F-21 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements Note 5. Bitcoin The following table presents information about the Company’s Bitcoin balance held: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quantity Amounts Balance as of January 1, 2022 ​ 4,884 ​ $ 150,593 Revenue recognized from Bitcoin mined ​ 5,554 ​ 156,870 Proceeds from sale of Bitcoin ​ ( 3,425 ) ​ ( 79,529 ) Exchange of Bitcoin for employee compensation ​ ​ ( 39 ) ​ ​ ( 1,495 ) Realized gain on sale/exchange of Bitcoin ​ — ​ 30,346 Impairment of Bitcoin ​ — ​ ( 147,365 ) Balance as of December 31, 2022 ​ 6,974 ​ 109,420 Cumulative effect upon adoption of ASU 2023-08 ​ ​ — ​ ​ 5,994 Revenue recognized from Bitcoin mined ​ 6,626 ​ 188,996 Bitcoin receivable ​ ​ ( 21 ) ​ ​ ( 878 ) Proceeds from sale of Bitcoin ​ ( 6,185 ) ​ ( 176,219 ) Exchange of Bitcoin for employee compensation ​ ​ ( 32 ) ​ ​ ( 869 ) Change in fair value of Bitcoin ​ — ​ 184,734 Balance as of December 31, 2023 ​ 7,362 ​ $ 311,178 ​ ​ ​ ​ ​ ​ ​ Carrying value of Bitcoin as of December 31, 2023 (a) ​ ​ ​ ​ $ 199,928 Realized gains on the sale of Bitcoin for the year ended December 31, 2023 (b) ​ ​ ​ ​ $ 80,174 ​ (a) The carrying value of Bitcoin is equal to the post-impairment value of all Bitcoin held as of the adoption of ASU 2023-08 on January 1, 2023, and, for Bitcoin produced subsequent to the adoption ASU 2023-08, the initial value of the Bitcoin as determined for revenue recognition purposes. (b) Bitcoin is sold on a FIFO basis. During the year ended December 31, 2023, gains were recognized on all sales of Bitcoin and are included in Change in fair value of Bitcoin on the Consolidated Statements of Operations. ​ All additions of Bitcoin were the result of Bitcoin generated by the Company’s Bitcoin Mining operations (see Note 4. Revenue from Contracts with Customers ). All dispositions of Bitcoin were the result of sales on the open market to fund Company operations and for compensation for certain employees. ​ Note 6. Investments Convertible note During the year ended December 31, 2023, the Company invested in a $ 4.5 million convertible note at face value. The convertible note has a three-year term and earns interest at a rate of 12 % per annum, which may be paid in cash or in-kind, and converts into equity of the issuer of the convertible note at the end of the three-year term. The convertible note is accounted for as an available-for-sale debt instrument and is recognized at fair value in Other long-term assets on the Consolidated Balance Sheets. Unrealized changes in the fair value of the convertible note are recognized in Other comprehensive income (loss) on the Consolidated Statements of Comprehensive Income (Loss). Interest income is recognized within Interest income (expense) on the Consolidated Statements of Operations. The fair value measurement of the convertible note is based on significant inputs not observable in the market and thus represents a Level 3 measurement. The significant assumptions used to estimate fair value of the convertible note included a discount rate of 12.3 % , which reflected the issuance date spread premium over the selected yield for the remaining time to maturity. The issuance date discount rate of 14.0 % reflected an estimated required return for mezzanine financing after taking into consideration the principal of the convertible note and the investee’s early stage of development. F-22 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements ​ The following table presents information about the convertible note: ​ ​ ​ ​ ​ Investment $ 4,500 Accrued interest 59 Amortized costs basis 4,559 Unrealized holding gains (losses) in accumulated other comprehensive income ​ ​ 150 Fair value as of December 31, 2023 $ 4,709 ​ The Company determined that the issuer of the convertible preferred note was a variable interest entity (“VIE”) and that the Company held a variable interest in the issuer of the convertible preferred note. The Company has considered the amount it is contributing to the issuer, its lack of decision-making rights and control, among other factors, and has concluded that it does not hold a controlling financial interest and does not have majority decision-making control. Therefore, the Company is not the primary beneficiary of the VIE, and as a result, the Company is not required to consolidate the VIE. The entire $ 4.5 million investment is at risk of loss. 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 (“Coinsquare”), 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. 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 all 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. F-23 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements Note 7. Property and Equipment Property and equipment consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2023 2022 Buildings and building improvements ​ $ 348,865 ​ $ 229,685 Land rights and land improvements ​ 10,320 ​ 10,164 Miners and mining equipment ​ 496,230 ​ 441,324 Machinery and facility equipment ​ ​ 39,144 ​ ​ 35,125 Office and computer equipment ​ 2,108 ​ 1,206 Construction in progress ​ 166,970 ​ 97,231 Total cost of property and equipment ​ 1,063,637 ​ 814,735 Less accumulated depreciation ​ ( 359,443 ) ​ ( 122,180 ) Property and equipment, net ​ $ 704,194 ​ $ 692,555 ​ Depreciation and amortization expense related to property and equipment totaled approximately $ 246.5 million, $ 105.9 million, and $ 26.1 million, for the years ended December 31, 2023, 2022, and 2021, respectively. 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, 2023 and 2021. Miners and mining equipment As of December 31, 2023, the Company had deployed a total of 112,944 miners in its mining operation, all at the Rockdale Facility. ​ During the year ended December 31, 2023, the Company entered into the Master Agreement to acquire 99,840 miners from MicroBT (consisting of 8,320 M56S+ model miners, 22,684 M56S++ model miners, 20,778 M66 model miners, and 48,058 M66S model miners), primarily for use at the Corsicana Facility, for a total purchase price of approximately $ 453.4 million, subject to adjustment. Delivery of the miners began in the fourth quarter of 2023, with all miners expected to be received and deployed by mid-2025. The Master Agreement also provides us an option to purchase up to an additional 265,000 additional miners, on the same terms as the initial order. During the year ended December 31, 2023, the Company sold 2,700 Antminer model S19 XP miners for gross proceeds of $ 6.4 million, which resulted in a loss on sale of equipment of $ 5.3 million. 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, all of which were received in January 2023. As of December 31, 2023, the Company did not have any outstanding purchase agreements for the purchase of miners from Bitmain. ​ During the year ended December 31, 2022, the Company elected not to renew its co-location mining services agreement with Coinmint, which was therefore terminated automatically per its terms. 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 miners it had deployed at the Coinmint Facility to the Rockdale Facility. As a result of the exchange with the Counterparty, the Company recognized a gain on the exchange of equipment of approximately $ 16.3 million during the year ended December 31, 2022. 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 F-24 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements fair value. The estimated fair value of the Company’s miners was 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. As of December 31, 2023, the Company estimated that total damages of $ 10.3 million had been incurred. During the year ended December 31, 2023, the Company received net insurance recoveries of $ 7.5 million. Recoveries are recognized when they are probable of being received. Construction in progress As of December 31, 2023, the Company’s expansion of the Rockdale Facility had been completed. In 2022, the Company initiated development of the Corsicana Facility to expand its Bitcoin Mining and Data Center Hosting capabilities, on a 265 -acre site in Navarro County, Texas, located next to the Navarro Switch. Once complete, the Company expects the Corsicana Facility to have one gigawatt of developed capacity for its Bitcoin Mining and Data Center Hosting operations. The initial phase of the development of the Corsicana Facility involves the construction of 400 MW of immersion-cooled Bitcoin Mining and Data Center Hosting infrastructure, 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 ongoing and operations are expected to commence by the end of the first quarter of 2024, following commissioning of the substation. Through December 31, 2023, the Company had incurred costs of approximately $ 217.8 million related to the development of the Corsicana Facility, including $ 10.1 million paid to acquire the land on which the facility is being developed, $ 203.0 million of initial developments costs and equipment, and a $ 4.7 million deposit for future power usage. During the year ended December 31, 2023, the Company entered into a purchase agreement with Midas for the purchase of 200 MW of immersion cooling systems for its Corsicana Facility. Delivery of the immersion cooling systems began in the fourth quarter of 2023 and is expected to be completed in the first quarter of 2024. The purchase agreement also provides the Company an option to purchase up to an additional 400 MW of immersion cooling systems from Midas, on the same terms as the initial order, through December 31, 2025. 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, employees, vendors, and other visitors to the Rockdale Facility, which is located in a relatively remote area of central Texas with limited accommodations for visitors. During the year ended December 31, 2023, Riot completed its acquisition of property and land for the development of temporary housing from Lyle Theriot (indirectly, through a limited liability company controlled by Mr. Theriot) for approximately $ 1.1 million, consisting of $ 0.2 million for land and $ 0.9 million for buildings and improvements. At the time of the transaction, Mr. Theriot was part of the management team at Riot and was considered a related party of Riot. The transaction was accounted for as an asset acquisition. ​ Commitments During the year ended December 31, 2023, the Company paid $ 191.1 million in deposits and payments to MicroBT for the purchase of miners pursuant to the Master Agreement described herein. The remaining commitment of approximately $ 270.4 million is due in installments through approximately April 2025 based on the estimated miner delivery schedule. Total payments of $ 220.0 million and $ 50.4 million are expected to be made in 2024 and 2025, respectively. During the year ended December 31, 2023, the Company paid $ 31.2 million in deposits and payments to Midas for the purchase of immersion cooling systems described herein. The remaining commitment of approximately $ 21.1 million is due in installments in early 2024, based on the estimated delivery schedule. ​ ​ F-25 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements Note 8. Goodwill and Intangible Assets Goodwill 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, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted- ​ ​ Gross ​ Accumulated ​ Net book ​ average life ​ book value amortization value (years) Customer contracts ​ $ 6,300 ​ $ ( 1,292 ) ​ $ 5,008 10 Trademark ​ 5,000 ​ ( 1,042 ) ​ 3,958 10 UL Listings ​ 2,700 ​ ( 469 ) ​ 2,231 12 Patents ​ 10,060 ​ ( 5,560 ) ​ 4,500 Various Finite-lived intangible assets ​ $ 24,060 ​ $ ( 8,363 ) ​ $ 15,697 ​ ​ ​ The customer contracts, trademark, and UL listings were recognized as the result of acquisitions during the year ended December 31, 2021 (see Note 3. Acquisitions ). 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-26 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, 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 years ended December 31, 2023, 2022, and 2021, amortization expense related to finite-lived intangible assets was $ 5.8 million, $ 2.1 million, and $ 0.2 million, respectively. The following table presents the estimated future amortization of the Company’s finite-lived intangible assets as of December 31, 2023: ​ ​ ​ ​ 2024 ​ $ 5,823 2025 ​ 1,355 2026 ​ 1,355 2027 ​ 1,355 2028 ​ 1,355 Thereafter ​ 4,455 Total ​ $ 15,697 ​ ​ The Company did not identify any impairment of its finite-lived intangible assets during the years ended December 31, 2023, 2022, and 2021. ​ Note 9. Power Purchase Agreement In May 2020, the Company, through its subsidiary, Whinstone, entered into the PPA to provide for the delivery of power to its Rockdale Facility, via the nearby Sandow Switch. Pursuant to the PPA, the Company has agreed to acquire a total of 345 MW of long-term, fixed-price power, in multiple blocks, as follows: 130 MW contracted in May 2020, at fixed prices through April 30, 2030; 65 MW contracted in March 2022, at fixed prices through April 30, 2030; and 150 MW contracted in November 2022, at fixed prices through October 31, 2027. Additionally, under the PPA, the Company has the option to purchase additional power at market prices, as needed. If electricity used exceeds the amount contracted, the cost of the excess electricity is incurred at the then-current spot rate. Concurrently with the PPA, the Company entered into an interconnection agreement 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 the Facilities Agreement are determined every 15 minutes using settlement information provided by the ERCOT and are recorded in Cost of revenue on the Consolidated Statements of Operations. In collaboration with market participants such as the Company, ERCOT has implemented Demand Response Services Programs for customers that have the ability to reduce or modify electricity use in response to ERCOT instructions or signals. These Demand Response Services Programs provide the ERCOT market with valuable reliability and economic services by helping to preserve system reliability, enhancing competition, mitigating price spikes, and stabilizing the grid by encouraging the demand side of the market to give more visibility and control of their power consumption to grid operators. Market participants with electrical loads like the Company may participate in these Demand Response Service Programs directly by offering their electrical loads into the ERCOT markets, or indirectly by voluntarily reducing their energy usage in response to increasing power demand in the ERCOT marketplace. ​ Under these Demand Response Services Programs, the Company can participate in a variety of programs known as “ancillary services” by electing to designate a portion of its available electrical load for participation in such programs on an hourly basis. For each respective Demand Response Services Program, the Company receives a cash payment based on hourly rates for power, and the amount of electrical load into which it bids. Through ancillary services, the Company competitively bids amongst other market participants to sell ERCOT the ability to control Riot’s electrical load on demand, and to power down when directed to by ERCOT, F-27 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements as part of ERCOT’s efforts to stabilize the grid. The Company receives compensation for its participation in ancillary services whether or not the Company is actually called to power down. Riot also participates in ERCOT’s Four Coincident Peak (“4CP”) program, which refers to the highest-load settlement intervals in each of the four summer months (June, July, August, and September), during which time, demand for power is at its highest. 4CP participants may voluntarily power down operations during these times and in doing so, reduce the electrical load demand on the ERCOT grid. Participants that reduce their load in these peak periods receive credits to transmission costs on future power bills during the subsequent year, reducing overall power costs. As a result of Riot’s participation in 4CP in 2022, the Company’s transmission charges in its 2023 monthly power bills were substantially reduced. Under the PPA, the Company may also elect not to utilize its long-term, fixed-price power for its operations, and instead elect to sell that power in exchange for credits against future power costs when there is a benefit to the Company, depending on the spot market price of electricity. The Company’s power strategy combines participation in Demand Response Services Programs and sales of power during times of peak demand, to attempt to manage operating costs most efficiently. During the years ended December 31, 2023, 2022, and 2021, the Company earned credits against future power costs in exchange for power resold of approximately $ 71.2 million, $ 27.3 million, and $ 6.5 million, respectively. These amounts are recorded in Power curtailment credits on the Consolidated Statements of Operations. The Company determined the PPA meets the definition of a derivative because it allows for net settlement. However, because the Company has the ability to offer the power back for sale, rather than taking physical delivery, the Company determined that physical delivery is not probable through the entirety of the contract and therefore, the Company does not believe the normal purchases and normal sales scope exception applies to the PPA. Accordingly, the PPA (a 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 PPA is not designated as a hedging instrument. The estimated fair value of the Company’s Derivate asset is classified under Level 3 of the fair value hierarchy due to the significant unobservable inputs utilized in the valuation. Specifically, the Company’s 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 PPA, which is scheduled to end as of April 30, 2030. The significant assumptions used to estimate fair value of the derivative contract include a discount rate of 23.1 %, 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 discount rate includes observable market inputs, but also includes unobservable inputs based on qualitative judgment related to company-specific risk factors. The terms of the PPA require margin-based collateral, calculated as exposure resulting from fluctuations in the market cost rate of electricity compared to the fixed price stated in the contract. As of December 31, 2023, the margin-based collateral requirement of the Company was zero. While the Company manages operating costs at the Rockdale Facility in part by periodically selling back unused or uneconomical power, the Company does not consider such actions to be trading activities. The following table presents changes in the estimated fair value of the Derivative asset : ​ ​ ​ ​ ​ Balance as of December 31, 2022 ​ $ 97,497 Change in fair value of derivative asset ​ 6,721 Balance as of December 31, 2023 ​ $ 104,218 ​ ​ F-28 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements Note 10. Deposits The following table presents the activity of the Company’s deposits paid: ​ ​ ​ ​ ​ Deposits on equipment: ​ Balance as of December 31, 2022 ​ $ 33,273 Additions ​ 230,397 Reclassifications to property and equipment ​ ( 78,376 ) Balance as of December 31, 2023 ​ ​ 185,294 Security deposits ​ 29,715 Total long-term deposits ​ $ 215,009 ​ Deposits on equipment ​ 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. During the year ended December 31, 2023, the Company reclassified the outstanding deposit of $ 33.3 million to property and equipment in connection with the receipt of the miners at the Rockdale Facility. See Note 7. Property and Equipment. During the year ended December 31, 2023, the Company paid deposits and advance payments of $ 191.1 million to MicroBT for the purchase of miners, paid a deposit of $ 20.8 million to Midas for the purchase of immersion cooling systems, and paid deposits of $ 18.5 million for other purchases of miners from various suppliers. See Note 7. Property and Equipment. During the year ended December 31, 2023, $ 12.6 million of the deposits made to MicroBT, all of the $ 20.8 million deposit made to Midas, and $ 11.7 million of the deposits for other purchases of miners were reclassified to property and equipment in connection with the receipt of the equipment. Security deposits During the year ended December 31, 2023, the Company paid $ 23.0 million as a security deposit in connection with its 215 MW increase to the long-term, fixed-price power secured under the PPA, resulting in a total of 345 MW under contract at fixed prices. See Note 8. Power Purchase Agreement . 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, all of which remains held as a deposit as of December 31, 2023. 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, all of which has been returned to the Company as of December 31, 2023. ​ The Company has other security deposits totaling approximately $ 2.0 million for its offices and facilities, including $ 1.8 million associated with its ground lease. ​ Note 11. Accrued Expenses The Company’s accrued expenses consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ 2023 ​ 2022 Construction in progress ​ $ 23,451 ​ $ 16,621 Power related costs and remittances ​ 11,114 ​ 32,632 Compensation ​ ​ 14,888 ​ ​ 8,582 Insurance ​ 7,490 ​ 3,660 Other ​ 5,685 ​ 3,969 Total accrued expenses ​ $ 62,628 ​ $ 65,464 ​ ​ F-29 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements ​ Note 12. Debt Credit and security facility ​ The Company’s subsidiary, ESS Metron, has a Credit and Security Facility Agreement, as amended, which provides for a $ 10.0 million credit and security facility consisting of a $ 6.0 million revolving line of credit (the “Revolving Line of Credit”) and a $ 4.0 million equipment guidance line (the “Equipment Guidance Line”). ​ The Revolving Line of Credit has a term of two years 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, 2023, the interest rate was 8.5 %. Total borrowings under the Revolving Line of Credit during the year ended December 31, 2023, were $ 6.0 million and payments were $ 6.0 million. As of December 31, 2023, the outstanding balance on the Revolving Line of Credit was $ 0 . ​ The Equipment Guidance Line has a term of two years 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, 2023, the interest rate was 8.5 %. Total borrowings under the Equipment Guidance Line during the year ended December 31, 2023, were approximately $ 0.9 million. During the year ended December 31, 2023, approximately $ 0.4 million outstanding under the Equipment Guidance Line converted to a fixed rate term loan (see below). A s of December 31, 2023, the outstanding balance on the Equipment Guidance Line was approximately $ 0.5 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 made upon the first conversion of guidance line 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 made upon the first conversion of guidance line loans carry interest at a fixed rate equal to the three-year treasury rate plus 2.5 % as of conversion. All subsequent conversions to Manufacturing Term Loans and Equipment Term Loans carry interest at a fluctuating rate equal to the lender’s prime rate. ​ During the year ended December 31, 2023, approximately $ 0.4 million outstanding under the Equipment Guidance Line was converted into a three-year Equipment Term Loan with a fixed interest rate of 6.6 % . As of December 31, 2023, the outstanding balance on the Equipment Term Loan was approximately $ 0.3 million. ​ As of December 31, 2023, the outstanding balance on the Equipment Guidance Line and Equipment Term Loans was recognized net of deferred financing costs of approximately $ 0.1 million. The net current outstanding debt balance of $ 0.3 million was recognized within Accrued Expenses and the net long-term outstanding debt balance of $ 0.5 million was recognized within Other long-term liabilities on the Consolidated Balance Sheets. ​ As of December 31, 2023, the Company was in compliance with all covenants of the Credit and Security Facility Agreement. ​ ​ ​ Note 13. Leases As of December 31, 2023, the Company had operating leases primarily for its offices and the manufacturing facilities of ESS Metron, and a ground lease for the Rockdale Facility, all of which expire on various dates through January 2032. 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 17. Commitments and Contingencies ). As of December 31, 2023 and 2022, operating lease right of use assets were $ 20.4 million and $ 21.7 million, respectively, and operating lease liabilities were $ 21.3 million and $ 22.3 million, respectively. F-30 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements 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, ​ ​ 2023 2022 2021 Operating lease cost ​ $ 3,747 ​ $ 3,193 ​ $ 678 Variable lease cost ​ 240 ​ 182 ​ 51 Operating lease expense ​ 3,987 ​ 3,375 ​ 729 Short-term lease rent expense ​ — ​ — ​ 19 Total lease expense ​ $ 3,987 ​ $ 3,375 ​ $ 748 ​ The following table presents supplemental lease information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 2021 ​ Operating cash outflows for operating leases ​ $ 3,522 ​ $ 2,789 ​ $ 435 ​ Right of use assets exchanged for new operating lease liabilities ​ $ 1,249 ​ $ 10,333 ​ $ 13,622 ​ Weighted-average remaining lease term – operating leases ​ 7.5 ​ 8.5 ​ 8.6 ​ Weighted-average discount rate – operating leases ​ 6.7 % 6.6 % 5.8 % ​ The following table represents our future minimum operating lease payments as of December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ground lease Office and other leases Total 2024 ​ $ 1,998 ​ $ 1,798 ​ $ 3,796 2025 ​ 2,058 ​ 1,495 ​ 3,553 2026 ​ ​ 2,119 ​ ​ 1,425 ​ ​ 3,544 2027 ​ 2,183 ​ 1,305 ​ 3,488 2028 ​ 2,249 ​ 1,017 ​ 3,266 Thereafter ​ 7,369 ​ 2,426 ​ 9,795 Total undiscounted lease payments ​ 17,976 ​ 9,466 ​ 27,442 Less present value discount ​ ( 4,685 ) ​ ( 1,412 ) ​ ( 6,097 ) Present value of lease liabilities ​ $ 13,291 ​ $ 8,054 ​ $ 21,345 ​ Note 14. 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 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. As of December 31, 2023, no shares of the Company’s 0 % Series B Convertible Preferred Stock were outstanding. Common Stock The Company is authorized to issue up to 340,000,000 shares of Common Stock, without any par value per share. F-31 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements ​ 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. ​ ATM Equity Offerings 2023 ATM Offering ​ In August 2023, the Company entered into the 2023 ATM Offering, under which it could offer and sell up to $ 750.0 million in shares of the Company’s common stock. During the year ended December 31, 2023, the Company received net proceeds of approximately $ 571.6 million ($ 583.3 million of gross proceeds, net of $ 11.7 million in commissions and expenses) from the sale of 45,758,400 shares of its common stock at a weighted average fair value of $ 13.07 per share under its 2023 ATM Offering. ​ Subsequent to December 31, 2023, and through February 20, 2024, the Company received net proceeds of approximately $ 114.9 million from the sale of 8,644,100 shares of its common stock at a weighted average fair value of $ 13.57 per share under its 2023 ATM Offering. ​ 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 an average fair value of $ 8.23 per share under the 2022 ATM Offering. During the year ended December 31, 2023, the Company received net proceeds of approximately $ 191.2 million ( $ 195.2 million of gross proceeds, net of $ 3.9 million in commissions and expenses) from the sale of 16,447,645 shares of its common stock at a weighted average fair value of $ 11.86 per share under its 2022 ATM Offering. With the sale and issuance of these shares, all $ 500.0 million in shares of the Company’s common stock available for sale under its 2022 ATM Offering had been issued. 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 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. 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, all $ 200 million in shares of Company common stock available for sale under the December 2020 ATM Offering had been issued. Under the terms of the 2023, 2022, 2021, and 2020 ATM Offerings, the Company only issued shares of its common stock. F-32 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements ESS Metron Holdback Shares ​ On December 1, 2021, the Company acquired 100 % of the equity interests in ESS Metron for consideration that included 715,413 shares of the Company’s common stock, 70,165 shares of which were withheld as security for the sellers’ indemnification obligations for 18 months . During the year ended December 31, 2023, the indemnification period ended and all 70,165 of the withheld shares were issued to the ESS Metron sellers. 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, 2023. 2023 Transactions During the year ended December 31, 2023, approximately 5.0 million shares of common stock were issued to the Company’s board of directors, officers, employees, and advisors in settlement of an equal number of fully vested restricted stock awards awarded to such individuals by the Company under the 2019 Equity Incentive Plan. The Company withheld approximately 1.3 million of these shares, with a fair value of approximately $ 14.0 million, to cover the withholding taxes related to the settlement of these vested restricted stock awards, as permitted by the 2019 Equity Incentive Plan. In June 2023, the Company’s stockholders approved the Fourth Amendment to the 2019 Equity Incentive Plan, which increased the shares of common stock reserved for issuance under the 2019 Equity Incentive Plan by 4.0 million shares. In December 2023, the Company’s stockholders approved the Fifth Amendment to the 2019 Equity Incentive Plan, which increased the shares of common stock reserved for issuance under the 2019 Equity Inventive Plan by 13.0 million shares. 2022 Transactions During the year ended December 31, 2022, the Company increased its authorized shares of common stock from 170.0 million shares to 340.0 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 2019 Equity Incentive Plan. 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, — shares of the Company’s 0 % Series B Convertible Preferred Stock were converted into 70,165 shares of its common stock, leaving no shares outstanding. In July 2022, the Company’s stockholders 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 3. 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 3. Acquisitions . F-33 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements 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. On October 19, 2021, the Company’s stockholders 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 4.4 million shares . Note 15. Stock-Based Compensation The 2019 Equity Incentive Plan authorizes the granting of stock-based compensation awards to directors, officers, employees, and advisors of the Company in the form of restricted stock awards (“RSAs”), restricted stock units (“RSUs”), or stock options, all of which settle in shares of the Company’s common stock upon vesting. 3.6 million shares of common stock were initially reserved for issuance. In July 2023, the Company adopted a new long-term incentive program under its 2019 Equity Incentive Plan, under which employees are eligible to receive performance-based RSAs or RSUs and service-based RSAs or RSUs. The performance-based awards are eligible to vest based on the relative performance of the Company’s common stock (“Total Stockholder Return” or “TSR”), compared to the performance of the Russell 3000 Index (the “Index TSR”), during the three-year performance period commencing as of the grant date of the TSR award (collectively, the “TSR Awards”). The TSR Awards have a vesting range of 0 % to 200 % of the recipient’s target award, which is calculated based on the difference between the Company’s TSR and the Index TSR over the three-year performance period, subject to the recipient’s continuous employment with the Company through the third anniversary of the award’s grant date. The service-based awards are eligible to vest in one-third annual installments over a three-year service period commencing on the award’s grant date, subject to the recipient’s continuous employment with the Company through the applicable vesting dates. 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. In June 2023, the Company’s stockholders approved the Fourth Amendment to the 2019 Equity Incentive Plan, which increased the shares of common stock reserved for issuance by 4.0 million shares. In December 2023, the Company’s stockholders approved the Fifth Amendment to the 2019 Equity Incentive Plan, which increased the shares of common stock reserved for issuance by 13.0 million shares. F-34 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements As of December 31, 2023, the Company had 18,517,831 shares of common stock reserved for issuance under the 2019 Equity Incentive Plan. The following table presents stock-based compensation expense by category: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2023 2022 2021 Performance-based stock awards and units ​ $ ( 4,703 ) ​ $ 16,444 ​ $ 63,556 Service-based stock awards and units ​ ​ 36,873 ​ ​ 8,111 ​ ​ 4,935 Total stock-based compensation ​ $ 32,170 ​ $ 24,555 ​ $ 68,491 ​ Stock-based compensation expense is recognized within Selling, general and administrative on the Consolidated Statements of Operations. Performance-Based Awards and Units Performance-based awards and units are eligible to vest either: (i) over a three-year performance period ending December 31, 2023, based upon financial performance targets met during the performance period, and the completion of specified performance milestones related to development and monetization of added infrastructure capacity; or (ii) based on the Company’s TSR as compared to the Index TSR through December 31, 2025. ​ The following table presents a summary of the activity of the performance-based RSAs: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average ​ ​ ​ ​ Grant-Date ​ ​ ​ ​ Per Share ​ Number of Shares Fair Value Balance as of January 1, 2023 ​ 3,918,935 ​ $ 25.92 Granted ​ 2,076,340 ​ $ 17.48 Vested ​ ( 567,281 ) ​ $ 24.96 Forfeited ​ ( 499,468 ) ​ $ 33.54 Balance as of December 31, 2023 ​ 4,928,526 ​ $ 21.71 ​ During the year ended December 31, 2022, the Company granted 245,266 performance-based RSAs with a grant date fair value of $ 1.7 million. During the year ended December 31, 2021, no performance-based RSAs were awarded. As of December 31, 2023, there was approximately $ 27.8 million of unrecognized compensation cost related to the performance-based RSAs, which is expected to be recognized over a remaining weighted-average vesting period of approximately 2.6 years. The following table presents a summary of the activity of the performance-based RSUs: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average ​ ​ ​ ​ Grant-Date ​ ​ ​ ​ Per Share ​ Number of Shares Fair Value Balance as of January 1, 2023 ​ — ​ $ — Granted ​ 246,426 ​ $ 19.59 Vested ​ — ​ $ — Forfeited ​ — ​ $ — Balance as of December 31, 2023 ​ 246,426 ​ $ 19.59 ​ During the year ended December 31, 2022, the Company granted 1,412,299 performance-based RSUs with a grant date fair value of $ 15.1 million. During the year ended December 31, 2021, the Company granted 4,033,159 performance-based RSUs with a grant date fair value of $ 148.0 million. During the year ended December 31, 2022, all outstanding performance-based RSUs were converted into performance-based RSAs. As of December 31, 2023, there was approximately $ 4.1 million of unrecognized compensation cost related to the performance-based RSUs, which is expected to be recognized over a remaining weighted-average vesting period of approximately 2.6 years. F-35 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements Service-Based Awards and Units Service-based awards vest over a one , two , and three-year service periods. ​ The following table presents a summary of the activity of the service-based RSAs: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average ​ ​ ​ ​ Grant-Date ​ ​ ​ ​ Per Share ​ Number of Shares Fair Value Balance as of January 1, 2023 ​ 8,855,744 ​ $ 6.84 Granted ​ 1,313,925 ​ $ 15.44 Vested ​ ( 4,464,307 ) ​ $ 6.89 Forfeited ​ ( 807,468 ) ​ $ 6.86 Balance as of December 31, 2023 4,897,894 ​ $ 9.14 ​ During the year ended December 31, 2022, the Company awarded 10,310,115 service-based RSAs with a grant date fair value of $ 69.4 million. During the year ended December 31, 2021, no service-based RSAs were awarded. As of December 31, 2023, there was approximately $ 29.0 million of unrecognized compensation cost related to the service-based RSAs, which is expected to be recognized over a remaining weighted-average vesting period of approximately 10 months . The following table presents a summary of the activity of the service-based RSUs: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average ​ ​ ​ ​ Grant-Date ​ ​ ​ ​ Per Share ​ Number of Shares Fair Value Balance as of January 1, 2023 ​ — ​ $ — Granted ​ 155,213 ​ $ 19.30 Vested ​ — ​ $ — Forfeited ​ — ​ $ — Balance as of December 31, 2023 155,213 ​ $ 19.30 ​ During the year ended December 31, 2022, the Company awarded 922,552 service-based RSUs with a grant date fair value of $ 6.4 million. During the year ended December 31, 2021, the Company granted 212,189 service-based RSUs with a grant date fair value of $ 7.1 million. During the year ended December 31, 2022, all outstanding service-based RSUs were converted into service-based RSAs. As of December 31, 2023, there was approximately $ 2.6 million of unrecognized compensation cost related to the service-based RSUs, which is expected to be recognized over a remaining weighted-average vesting period of approximately 2.2 years. Subsequent Awards In January 2024, the Company awarded 1,000,000 performance-based RSUs with a grant date fair value of approximately $ 14.1 million, 14,071,926 performance-based RSAs with a grant date fair value of approximately $ 199.5 million, and 38,707 service-based RSAs with a grant date fair value of approximately $ 0.6 million and a three-year service period. The performance-based awards are eligible to vest based on the Company’s TSR as compared to the Index TSR through December 31, 2025. F-36 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements Note 16. 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, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Significant ​ ​ ​ ​ ​ Quoted prices in ​ Significant other ​ unobservable ​ ​ Total carrying ​ active markets ​ observable inputs ​ inputs ​ Value (Level 1) (Level 2) (Level 3) Bitcoin (a) ​ $ 311,178 ​ $ 311,178 ​ $ — ​ $ — Convertible note (b) ​ $ 4,709 ​ $ — ​ $ — ​ $ 4,709 Derivative asset (c) ​ $ 104,218 ​ $ — ​ $ — ​ $ 104,218 Contingent consideration liability (d) ​ $ 909 ​ $ — ​ $ — ​ $ 909 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 (b) ​ $ 97,497 ​ $ — ​ $ — ​ $ 97,497 Contingent consideration liability (c) ​ $ 24,935 ​ $ — ​ $ — ​ $ 24,935 ​ (a) See Note 5. Bitcoin (b) See Note 6. Investments (c) See Note 9. Power Purchase Agreement (d) See Note 17. Commitments and Contingencies ​ There were no transfers of financial instruments between Level 1, Level 2, and Level 3 during the periods 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, 2023 and 2022, the fair values of cash and cash equivalents, accounts receivable, contract assets, prepaid expenses and other current assets, accounts payable, contract liabilities, and accrued expenses approximated their carrying values because of their short-term nature. ​ F-37 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements Note 17. Commitments and Contingencies Commitments Miners and mining equipment During the year ended December 31, 2023, the Company paid $ 191.1 million in deposits and payments to MicroBT for the purchase of miners pursuant to the Master Agreement described herein. The remaining commitment of approximately $ 270.4 million is due in installments through approximately April 2025 based on the estimated miner delivery schedule. Total payments of $ 220.0 million and $ 50.4 million are expected to be made in 2024 and 2025, respectively. During the year ended December 31, 2023, the Company paid $ 31.2 million in deposits and payments to Midas for the purchase of immersion cooling systems described herein. The remaining commitment of approximately $ 21.1 million is due in installments in early 2024, based on the estimated delivery schedule. Operating leases The Company leases its primary office locations and has a ground lease for its Rockdale Facility under noncancelable lease agreements that expire on varying dates through 2032. For additional information see Note 13. Leases . Water reservation agreement The Company has a water reservation agreement, as amended, with the lessor of its ground lease to secure a certain quantity of non-potable water from a nearby lake to be used by the Company at its Rockdale Facility. The water reservation agreement runs through January 2032 and requires annual payments of approximately $ 2.2 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. Contingent consideration liability 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 PPA, 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 3. 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. F-38 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements Upon the acquisition of Whinstone, the Company estimated the fair value of the contingent consideration using a discounted cash flow analysis, which included 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 required significant judgment and depend on various factors outside the Company’s control, such as construction delays. The discount rate of approximately 2.5 % included observable market inputs, but also included unobservable inputs such as interest rate spreads, which were estimated based on qualitative judgment related to company-specific risk factors. Specifically, the Company used S&P Global’s B credit rating in the yield curve to estimate a reasonable interest rate spread to determine the cost of debt input because the power credits are subordinated obligations of the Company’s counterparty. 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 December 31, 2022 ​ $ 24,935 Change in contingent consideration ​ ( 24,026 ) Change in fair value of contingent consideration ​ ​ — Balance as of December 31, 2023 ​ $ 909 ​ Approximately $ 1.2 million of remaining future power credits to be received are estimated to be received over a period of 12 years . The Company determined the value of the contingent consideration as of December 31, 2023, using a discount rate of approximately 8.0 % , which was based on the factors above, including the recent increase in interest rates. Contingencies Legal proceedings The Company, and our subsidiaries, are subject at times to various claims, lawsuits and governmental proceedings relating to our business and transactions arising in the ordinary course of business. We cannot predict the final outcome of such proceedings. Where appropriate, we vigorously defend such claims, lawsuits and proceedings. Some of these claims, lawsuits and proceedings seek damages, including, direct, consequential, exemplary, and/or punitive damages, in amounts that could, if awarded, be significant. Certain of the claims, lawsuits and proceedings arising in ordinary course of business are covered by our insurance program. We maintain property, and various types of liability insurance in an effort to protect ourselves from such claims. In terms of any matters where there is no insurance coverage available to us, or where coverage is available and we maintain a retention or deductible associated with such insurance, we 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 us on the Consolidated Balance Sheets. If it is reasonably possible that an asset may be impaired as of the date of the financial statement, then we disclose the range of possible loss. Paid expenses related to the defense of such claims are recorded by us as incurred and paid. 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 our defense of such matters. On the basis of current information, we do not believe there is a reasonable possibility that any material loss, if any, will result from any claims, lawsuits and proceedings to which we are subject to either individually, or in the aggregate. Northern Data Working Capital Disputes ​ On September 7, 2022, the Company filed a complaint against Northern Data AG (“Northern Data”) in the Delaware Court of Chancery (Case No. C.A. No. 2022-0792-LWW) disputing the purchase price of Whinstone and seeking declaratory relief and specific performance of the stock purchase agreement. On March 31, 2023, the parties filed a stipulation agreeing to dismiss all claims without prejudice and to submit the dispute for final determination to an independent accountant. The Company placed approximately $ 29.5 million in escrow pending the final determination of the independent accountant, and, on June 9, 2023, the independent accountant rendered a written final determination finding in favor of the Company on disputed issues totaling approximately $ 27.1 million. Accordingly, approximately $ 27.1 million of the escrowed amount was released from escrow and distributed to the Company on June 13, 2023, with the remaining approximately $ 2.4 million held in escrow allocated to Northern Data. As a result, the Company recognized a Deferred gain on acquisition post-close dispute settlement of $ 26.0 million on the Consolidated Balance Sheets. F-39 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements Following the final determination, Northern Data filed a complaint against the Company in the Delaware Court of Chancery (the “Chancery Court”) on June 23, 2023 (Case No. C.A. No. 2023-0650-LWW) challenging the independent accountant’s written final determination and seeking to re-litigate the purchase price adjustment process. The Company contests the legal and factual basis of Northern Data’s claims and filed a motion to dismiss the complaint on July 17, 2023, which the Chancery Court heard on February 13, 2024. The Chancery Court took the matter under advisement and it is now pending a ruling. While the Company intends to vigorously oppose such complaint, the Company cannot accurately predict the outcome of such ongoing litigation, or estimate the magnitude of such outcome, due to its early stage. Legacy Hosting Customer Disputes Rhodium On May 2, 2023, Whinstone filed a petition in the District Court for the 20th Judicial District of Milam County, Texas (Case No. CV41873), which it later amended, against Rhodium 30MW, LLC, Rhodium JV, LLC, Air HPC LLC, and Jordan HPC, LLC (collectively, “Rhodium”) asserting breach of contract claims for Rhodium’s failure to pay amounts due under Rhodium’s colocation agreements with Whinstone. Whinstone seeks recovery of more than $ 26.0 million, plus reasonable attorneys’ fees and costs, expenses, and pre- and post-judgment interest. On June 12, 2023, Rhodium answered and, along with non-parties Rhodium Encore LLC, Rhodium 2.0 LLC, and Rhodium 10mw LLC (collectively, the “Non-Parties”), moved to compel arbitration and filed counterclaims for breach of contract seeking recovery of at least $ 7.0 -$ 10.0 million in power credits allegedly owed to Rhodium under the superseded agreements, as well as lost profits. On August 2, 2023, Rhodium disclosed the amount of damages it seeks to recover for these claims, which includes at least $ 42.0 million in alleged energy credits, at least $ 1.0 million in alleged lost profits for power diversion, and at least $ 0.7 million in alleged direct damages for breach of contract, plus lost profits and reasonable and necessary attorneys’ fees. On August 28, 2023, the district court granted Rhodium’s motion to compel arbitration and stay litigation. On November 27, 2023, Whinstone terminated the Rhodium JV, LLC and Air HPC LLC hosting agreements at the Rockdale Facility with immediate effect. On December 11, 2023, Rhodium and the Non-Parties submitted an arbitration demand to the American Arbitration Association seeking approximately $ 55.0 million in damages and specific performance of unspecified contracts. Whinstone believes Rhodium’s claims are without merit and intends to vigorously contest them, as appropriate. Because this litigation is still at this early stage, the Company cannot reasonably estimate the likelihood of an unfavorable outcome or the magnitude of such an outcome, if any. SBI Crypto Co. On April 5, 2023, SBI Crypto Co., Ltd. (“SBI”) filed a complaint in the United States District Court for the Western District of Texas (Case No. 6:23-cv-252), which it later amended, against Whinstone alleging breach of contract, fraud, and negligent bailment claims. On July 21, 2023, Whinstone filed a motion to dismiss the amended complaint, which was denied on October 25, 2023. SBI seeks recovery of at least $ 15.0 million in lost profits, at least $ 16.0 million for equipment damage, reasonable attorneys’ fees and costs, expenses, costs, and pre- and post-judgment interest. Whinstone believes many of the claims are barred or waived and substantively lack merit, and Whinstone plans to vigorously contest the same, as appropriate. While a preliminary investigation of the merits of SBI’s claims has commenced, because this litigation is still at this early stage, the Company cannot reasonably estimate the likelihood of an unfavorable outcome or the magnitude of such an outcome, if any. GMO ​ On June 13, 2022, GMO Gamecenter USA, Inc. and its parent, GMO Internet, Inc., (collectively “GMO”) filed a complaint against Whinstone alleging breach of contract under the colocation services agreement between GMO and Whinstone, seeking damages in excess of $ 150.0 million. The case is pending in the United States District Court for the Southern District of New York (Case No. 1:22-cv-05974-JPC). Whinstone has responded to GMO’s claims and raised counterclaims of its own, alleging GMO itself breached the colocation services agreement, seeking a declaratory judgment and damages in excess of $ 25.0 million. On October 19, 2023, GMO filed its fourth amended complaint claiming an additional $ 496.0 million in damages, for loss of profit and profit sharing, based on Whinstone’s alleged wrongful termination of the colocation services agreement as of June 29, 2023. At this preliminary stage, the Company believes that GMO’s claims lack merit; however, because this litigation is still at this early stage, the Company cannot reasonably estimate the likelihood of an unfavorable outcome or the magnitude of such an outcome, if any. F-40 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements Class Actions and Related Shareholder Derivative Actions On August 25, 2023, the United States District Court for the District of New Jersey dismissed the Takata v. Riot Blockchain action (Case No. 3: 18-cv-02293, the “Takata Action”), with prejudice, dismissing all claims. ​ Following the dismissal of the Takata Action, all shareholder derivative complaints filed against the Company were subsequently dismissed without prejudice. On October 23, 2023, the parties in Jackson v. Riot Blockchain, Inc., et al. (Case No. 604520/18) filed a joint stipulation of discontinuance dismissing all claims without prejudice. On January 18, 2023, the Eighth Judicial District Court of the State of Nevada entered an order voluntarily dismissing In re Riot Blockchain, Inc. Shareholder Derivative Litigation (Case No. A-18-774890-B) without prejudice. On October 6, 2023, plaintiff filed a notice in Finitz v. O’Rourke, et al. (Case No. 1:18-cv-09640) voluntarily dismissing all claims without prejudice. On September 26, 2023, plaintiff filed a notice in Monts v. O’Rourke, et al. (Case No. 1:18-cv-01443) voluntarily dismissing all claims without prejudice. ​ Note 18. Income taxes The following table presents the components of the loss before provision for income taxes: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the years ended December 31, ​ 2023 2022 2021 Domestic ​ $ ( 54,565 ) ​ $ ( 521,302 ) ​ $ ( 15,183 ) Foreign ​ — ​ — ​ — Loss before provision for income taxes ​ $ ( 54,565 ) ​ $ ( 521,302 ) ​ $ ( 15,183 ) ​ The following table presents the components of income tax benefit (expense): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ 2023 2022 2021 Current: ​ ​ ​ ​ ​ ​ US Federal ​ $ — ​ $ — ​ $ — US State ​ 48 ​ ( 789 ) ​ ( 254 ) Foreign ​ — ​ — ​ — Total current benefit (expense) ​ $ 48 ​ $ ( 789 ) ​ $ ( 254 ) Deferred: ​ ​ ​ US Federal ​ $ 5,045 ​ $ 12,538 ​ $ — US State ​ — ​ — ​ — Foreign ​ — ​ — ​ — Total deferred benefit ​ 5,045 ​ 12,538 ​ — Total benefit (expense) for income taxes ​ $ 5,093 ​ $ 11,749 ​ $ ( 254 ) ​ F-41 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements 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, ​ 2023 2022 Deferred income tax assets: ​ ​ ​ ​ Operating lease liability ​ $ 4,485 ​ $ 5,178 Deferred revenue ​ 3,735 ​ 4,595 Stock compensation ​ 2,348 ​ 17,422 Bitcoin ​ ​ — ​ ​ 29,111 Intangible assets ​ ​ 6,523 ​ ​ 6,501 Net operating losses ​ ​ 116,872 ​ ​ 150,167 Other deferred tax assets ​ ​ 2,058 ​ ​ 2,393 Total deferred tax assets ​ 136,021 ​ 215,367 Valuation allowance ​ ( 65,600 ) ​ ( 108,060 ) Net deferred tax assets ​ 70,421 ​ 107,307 Deferred income tax liabilities: ​ ​ Derivative asset ​ ( 21,898 ) ​ ( 22,678 ) Right of use asset ​ ​ ( 4,289 ) ​ ​ ( 5,043 ) Fixed assets ​ ​ ( 19,189 ) ​ ​ ( 79,586 ) Bitcoin ​ ​ ( 23,300 ) ​ ​ — Other deferred tax liabilities ​ ​ ( 1,745 ) ​ ​ — Total deferred tax liabilities ​ ( 70,421 ) ​ ( 107,307 ) Net deferred tax assets (liabilities) ​ $ — ​ $ — ​ The Company has approximately $ 528.0 million and $ 171.0 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 $ 130.0 million and $ 101.0 million, respectively, if not utilized, expire between 2026 and 2037. Under the Tax Cuts and Jobs Act, $ 398.0 million federal and $ 70.0 million state NOLs incurred after December 31, 2017 are carried forward indefinitely, but may be limited in utilization to 80% of taxable income. 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 and state NOLs may be subject to annual limitations limited under Internal Revenue Code Section 382 and 383. The annual limitations may result in the expiration of net operating losses and credits before they are able to be utilized. The Company does not expect any previous ownership changes, as defined under Section 382 and 383 of the Internal Revenue Code, to result in an ultimate limitation that will materially reduce the total amount of net operating loss carryforwards and credits that can be utilized. The statute of limitations for assessment by the IRS and state tax authorities is open for tax years ending December 31, 2018 through 2023, although carryforward attributes that were generated prior to tax year 2018 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, 2023 and 2022. The valuation allowance decreased by approximately $ 42.5 million during the year ended December 31, 2023. F-42 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements The following table reconciles the income tax benefit (expense) based on the U.S. federal statutory rate with actual income tax benefit (expense): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the years ended December 31, ​ ​ 2023 ​ 2022 Federal statutory rate $ 11,459 21.0 % $ 109,376 21.0 % State and local taxes, net of federal taxes ​ 42 ( 0.1 )% ​ 3,403 0.7 % Goodwill impairment ​ — 0.0 % ​ ( 64,295 ) ( 12.3 )% Contingent payment ​ ​ 5,045 9.3 % ​ ​ 12,538 2.4 % Section 162m compensation ​ ​ ( 21,315 ) ( 39.1 )% ​ ​ ( 11,433 ) ( 2.2 )% Stock compensation ​ ​ 2,648 4.9 % ​ ​ 2,904 0.6 % Return to provision ​ ​ ( 2,760 ) ( 5.1 )% ​ ​ 9,026 1.7 % Rate change on deferreds ​ 3,919 7.2 % ​ ( 3,321 ) ( 0.6 )% Deferred adjustment ​ ( 36,159 ) ( 66.3 )% ​ — 0.0 % Other ​ ( 244 ) 0.5 % ​ — 0.0 % Change in valuation allowance ​ 42,458 77.8 % ​ ( 46,449 ) ( 8.9 )% Income tax benefit (expense) ​ $ 5,093 9.3 % ​ $ 11,749 2.3 % ​ The Company has not identified any uncertain tax positions requiring a reserve as of December 31, 2023 and 2022. 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, 2023 and 2022. The Company is subject to U.S. federal income tax and primarily Florida, Colorado, and Texas state income tax. The Company has not been under tax examination in any jurisdiction for the years ended December 31, 2023 and 2022. Note 19. Earnings Per Share The following table presents potentially dilutive securities that are not included in the computation of diluted net income (loss) per share as their inclusion would be anti-dilutive: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2023 2022 2021 Warrants to purchase common stock 63,000 63,000 63,000 Unvested restricted stock awards (a) ​ 9,824,546 ​ — ​ — Unvested restricted stock units 401,639 — 4,015,146 Convertible Series B preferred shares — — 2,199 Total 10,289,185 63,000 4,080,345 ​ ​ (a) Unvested restricted stock awards are included in total common shares outstanding but are excluded from the calculation of basic earnings per share. ​ Note 20. 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 Bitcoin Mining segment generates revenue from the Bitcoin the Company earns through its mining activities. Bitcoin Mining cost of revenue consists primarily of direct production costs of mining operations, including electricity, labor, insurance, variable data center hosting fees, but excluding depreciation and amortization.   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. Data Center Hosting cost of revenue consists primarily of direct power costs, rent and compensation costs.   F-43 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements The Engineering segment generates revenue through customer contracts for custom engineered electrical products. Engineering cost of revenue consists primarily of direct materials and labor, as well as indirect manufacturing costs. 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 Data Center Hosting segment purchases custom engineered electrical products from the Engineering segment in the ordinary course of business. All revenue and cost of revenue from intersegment transactions have been eliminated in the Consolidated Statements of Operations. All Other revenue is from external customers. Concentrations ​ During the years ended December 31, 2023 and 2021, aside from the Bitcoin Mining revenue generated as a result of the Company’s participation in a mining pool, no single customer or related group of customers contributed 10% or more of the Company’s total consolidated revenue . During the year ended December 31, 2022, aside from the Bitcoin Mining revenue generated as a result of the Company’s participation in a mining pool, 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. As of December 31, 2023 and 2022, five customers accounted for more than 70 % and 80 %, respectively, of consolidated accounts receivable, net. F-44 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements The following table presents revenue and cost of revenue for the Company’s reportable segments, reconciled to the Consolidated Statements of Operations: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2023 2022 2021 Reportable segment revenue: ​ ​ ​ ​ ​ ​ Bitcoin Mining ​ $ 188,996 ​ $ 156,870 ​ $ 184,422 Data Center Hosting ​ 154,334 ​ 101,718 ​ 24,546 Engineering ​ 72,826 ​ 85,358 ​ 5,265 Other revenue ​ 97 ​ 97 ​ 97 Eliminations ​ ( 135,574 ) ​ ( 84,872 ) ​ ( 1,087 ) Total segment and consolidated revenue ​ $ 280,679 ​ $ 259,171 ​ $ 213,243 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reportable segment cost of revenue: ​ ​ ​ Bitcoin Mining ​ 134,515 ​ 84,897 ​ 45,513 Data Center Hosting ​ 186,256 ​ 116,200 ​ 32,998 Engineering ​ 66,277 ​ 70,283 ​ 4,351 Eliminations ​ ( 132,714 ) ​ ( 77,684 ) ​ ( 769 ) Total segment and consolidated cost of revenue ​ $ 254,334 ​ $ 193,696 ​ $ 82,093 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reconciling Items: ​ ​ ​ Acquisition-related costs ​ — ​ ( 78 ) ​ ( 21,198 ) Selling, general, and administrative ​ ( 100,346 ) ​ ( 67,452 ) ​ ( 87,429 ) Depreciation and amortization ​ ( 252,354 ) ​ ( 107,950 ) ​ ( 26,324 ) Change in fair value of Bitcoin ​ ​ 184,734 ​ ​ — ​ ​ — Change in fair value of derivative asset ​ 6,721 ​ 71,418 ​ 12,112 Power curtailment credits ​ ​ 71,215 ​ ​ 27,345 ​ ​ 6,514 Change in fair value of contingent consideration ​ — ​ 159 ​ ( 975 ) Realized gain on sale of Bitcoin ​ — ​ 30,346 ​ 253 (Loss) gain on sale/exchange of equipment ​ ​ ( 5,336 ) ​ ​ 16,281 ​ ​ — Casualty-related (charges) recoveries, net ​ 5,974 ​ ( 9,688 ) ​ — Impairment of Bitcoin ​ ​ — ​ ​ ( 147,365 ) ​ ​ ( 43,973 ) Impairment of goodwill ​ — ​ ( 335,648 ) ​ — Impairment of miners ​ ​ — ​ ( 55,544 ) ​ — Interest income (expense) ​ 8,222 ​ 454 ​ ( 296 ) 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) ​ 260 ​ ( 59 ) ​ 2,378 Current income tax benefit (expense) ​ ​ 48 ​ ( 789 ) ​ ( 254 ) Deferred income tax benefit (expense) ​ 5,045 ​ 12,538 ​ — Net income (loss) ​ $ ( 49,472 ) ​ $ ( 509,553 ) ​ $ ( 15,437 ) ​ ​ ​ ​ F-45 Table of Contents Riot Platforms, Inc. Notes to Consolidated Financial Statements Note 21. Impacts of Adoption of ASU 2023-08 ​ The following tables present a summary of the impacts of the adoption of ASU 2023-08, effective January 1, 2023, on the Company’s interim Condensed Consolidated Statements of Operations provided during the year ended December 31, 2023 ( all amounts are unaudited ): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended March 31, 2023 Consolidated Statements of Operations ​ As previously reported ​ Effects of adoption ​ As adjusted Total revenue ​ $ 73,236 ​ $ — ​ $ 73,236 Realized gain on sale of Bitcoin ​ ​ ( 13,775 ) ​ ​ 13,775 ​ ​ — Impairment of Bitcoin ​ ​ 4,472 ​ ​ ( 4,472 ) ​ ​ — Change in fair value of Bitcoin ​ ​ — ​ ​ ( 83,504 ) ​ ​ ( 83,504 ) Operating income (loss) ​ ​ ( 56,827 ) ​ ​ 74,201 ​ ​ 17,374 Net income (loss) ​ $ ( 55,688 ) ​ $ 74,201 ​ $ 18,513 Basic net income (loss) per share ​ $ ( 0.33 ) ​ $ 0.44 ​ $ 0.11 Diluted net income (loss) per share ​ $ ( 0.33 ) ​ $ 0.44 ​ $ 0.11 Basic weighted average number of shares outstanding ​ ​ 167,342,500 ​ ​ — ​ ​ 167,342,500 Diluted weighted average number of shares outstanding ​ ​ 167,342,500 ​ ​ 4,771,833 ​ ​ 172,114,333 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended June 30, 2023 ​ For the six months ended June 30, 2023 Consolidated Statements of Operations ​ As previously reported ​ Effects of adoption ​ As adjusted ​ As previously reported ​ Effects of adoption ​ As adjusted Total revenue ​ $ 76,739 ​ $ — ​ $ 76,739 ​ $ 149,975 ​ $ — ​ $ 149,975 Realized gain on sale of Bitcoin ​ ​ ( 19,828 ) ​ ​ 19,828 ​ ​ — ​ ​ ( 33,603 ) ​ ​ 33,603 ​ ​ — Impairment of Bitcoin ​ ​ 5,638 ​ ​ ( 5,638 ) ​ ​ — ​ ​ 10,110 ​ ​ ( 10,110 ) ​ ​ — Change in fair value of Bitcoin ​ ​ — ​ ​ ( 14,490 ) ​ ​ ( 14,490 ) ​ ​ — ​ ​ ( 97,994 ) ​ ​ ( 97,994 ) Operating income (loss) ​ ​ ( 32,483 ) ​ ​ 300 ​ ​ ( 32,183 ) ​ ​ ( 89,310 ) ​ ​ 74,501 ​ ​ ( 14,809 ) Net income (loss) ​ $ ( 27,687 ) ​ $ 300 ​ $ ( 27,387 ) ​ $ ( 83,375 ) ​ $ 74,501 ​ $ ( 8,874 ) Basic and diluted net income (loss) per share ​ $ ( 0.17 ) ​ $ 0.01 ​ $ ( 0.16 ) ​ $ ( 0.51 ) ​ $ 0.46 ​ $ ( 0.05 ) Basic and diluted weighted average number of shares outstanding ​ ​ 167,342,813 ​ ​ — ​ ​ 167,342,813 ​ ​ 162,559,956 ​ ​ — ​ ​ 162,559,956 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended September 30, 2023 ​ For the nine months ended September 30, 2023 Consolidated Statements of Operations ​ As previously reported ​ Effects of adoption ​ As adjusted ​ As previously reported ​ Effects of adoption ​ As adjusted Total revenue ​ $ 51,891 ​ $ — ​ $ 51,891 ​ $ 201,866 ​ $ — ​ $ 201,866 Realized gain on sale of Bitcoin ​ ​ ( 13,495 ) ​ ​ 13,495 ​ ​ — ​ ​ ( 47,098 ) ​ ​ 47,098 ​ ​ — Impairment of Bitcoin ​ ​ 4,041 ​ ​ ( 4,041 ) ​ ​ — ​ ​ 14,151 ​ ​ ( 14,151 ) ​ ​ — Change in fair value of Bitcoin ​ ​ — ​ ​ 25,261 ​ ​ 25,261 ​ ​ — ​ ​ ( 72,733 ) ​ ​ ( 72,733 ) Operating income (loss) ​ ​ ( 47,831 ) ​ ​ ( 34,715 ) ​ ​ ( 82,546 ) ​ ​ ( 137,141 ) ​ ​ 39,786 ​ ​ ( 97,355 ) Net income (loss) ​ $ ( 45,325 ) ​ $ ( 34,715 ) ​ $ ( 80,040 ) ​ $ ( 128,700 ) ​ $ 39,786 ​ $ ( 88,914 ) Basic and diluted net income (loss) per share ​ $ ( 0.25 ) ​ $ ( 0.19 ) ​ $ ( 0.44 ) ​ $ ( 0.76 ) ​ $ 0.23 ​ $ ( 0.53 ) Basic and diluted weighted average number of shares outstanding ​ ​ 180,952,689 ​ ​ — ​ ​ 180,952,689 ​ ​ 168,758,240 ​ ​ — ​ ​ 168,758,240 ​ ​ ​ ​ ​ ​ ​ ​ F-46 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE As of May 18, 2023, the Company dismissed Marcum LLP (“Marcum”) as it’s independent registered public accounting firm, not as a result of any disagreement on any matter of accounting principles or practices, financial statement disclosure, or audit scope or procedure. ​ During the Company’s fiscal year ended December 31, 2022, as well as the subsequent interim periods through Marcum’s dismissal, there were no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K with Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Marcum’s satisfaction, would have caused Marcum to make reference to the subject matter of the disagreements in connection with its reports on the Company’s financial statements for such fiscal years. There was a reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K during the fiscal year ended December 31, 2022, taking the form of an adverse opinion on the effectiveness of the Company’s internal control over financial reporting related to the existence of a material weakness for the fiscal year ended December 31, 2022. Specifically, Marcum’s report contained an adverse opinion regarding the Company’s control pertaining to the review of its Bitcoin for potential impairment . ​