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ACQUISITIONS | 12 Months Ended
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Dec. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
ACQUISITIONS | ACQUISITIONS Arkon Acquisition (Hannibal and Hopedale, Ohio) On November 5, 2024, the Company acquired two operational data centers located in Hannibal and Hopedale, Ohio, with 222 megawatts of interconnect-approved capacity from Arkon Energy US Holdco LLC and Arkon Energy Hopedale, LLC (the “Arkon Acquisition”) for a total cash consideration of $67.0 million, including working capital adjustments that were paid during the three months ended December 31, 2024 plus up to an additional $10.0 million of cash, which amount is contingent on the attainment of certain average bitcoin hash price and additional land expansion during the one year period following the date of valuation. The acquisition is intended to improve efficiencies and the scale of operations through the integration of the Company’s technology stack and realization of synergies. The following table summarizes the components of total purchase consideration:
(in thousands) |  | November 5, 2024
Initial cash consideration, net of cash acquired |  | $ | 59,897 |
Estimate fair value contingent earn-out and other |  | 7,098 |
Total purchase consideration |  | $ | 66,995 |
The acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805 - Business Combinations. The following table summarizes the preliminary allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed as of November 5, 2024:
(in thousands) |  | November 5, 2024
Assets |  |
Other current assets |  | $ | 2,881 |
Property and equipment |  | 30,000 |
Right-of-use asset |  | 12,497 |
Goodwill |  | 37,389 |
Customer relationships |  | 1,000 |
Total assets |  | $ | 83,767 |
Liabilities |  |
Lease liability |  | $ | 12,497 |
Other long-term liabilities |  | 4,275 |
Total liabilities |  | 16,772 |
Total purchase consideration |  | $ | 66,995 |
Goodwill is calculated as the excess of the purchase price over the net assets acquired. The Company expects the goodwill balance to be deductible for tax purposes over a period of 15 years. Goodwill is primarily attributed to growth and efficiency opportunities as well as expected synergies from combining the operations of bitcoin mining sites with the Company. The fair value of property and equipment was estimated by applying the cost approach, which estimates fair value using replacement or reproduction cost of an asset of comparable utility, adjusted for loss in value due to depreciation and economic obsolescence, which are considered Level 3 inputs. The fair value of the contingent earn-out was estimated using a discounted cash flow approach, which included assumptions regarding the probability-weighted cash flows of achieving certain capacity development milestones, which are considered Level 3 inputs. The fair value of the lease liability was estimated using a discounted cash flow approach, which included assumptions regarding current market prices for similar assets, estimated term and discount rates, which are considered Level 3 inputs. The fair value of the customer relationships intangible asset was determined using a discounted cash flow model that incorporates the excess earnings method, which are considered Level 3 inputs, and will be amortized on an accelerated basis over the projected pattern of economic benefits of approximately 1.5 years. Garden City Acquisition (Garden City, Texas) On April 1, 2024, the Company acquired an operational bitcoin mining site located in Garden City, Texas with 132 megawatts of operational capacity and 200 megawatts of nameplate capacity from APLD - Rattlesnake Den I, LLC (the “Garden City Acquisition”) for total cash consideration of $96.8 million, including working capital adjustments that were paid during the three months ended June 30, 2024. The acquisition is intended to improve efficiencies and the scale of operations through the integration of the Company’s technology stack and realization of synergies. The following table summarizes the components of total purchase consideration:
(in thousands) |  | April 1, 2024
Initial cash consideration, net of cash acquired |  | $ | 92,025 |
Working capital adjustment |  | 4,748 |
Total purchase consideration |  | $ | 96,773 |
The acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805 - Business Combinations. The following table summarizes the preliminary allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed as of April 1, 2024:
(in thousands) |  | April 1, 2024
Assets |  |
Other current assets |  | $ | 4,644 |
Property and equipment |  | 78,759 |
Finance lease right-of-use asset |  | 4,040 |
Goodwill |  | 14,510 |
Total assets |  | $ | 101,953 |
Liabilities |  |
Finance lease liability |  | $ | 5,180 |
Total liabilities |  | 5,180 |
Total purchase consideration |  | $ | 96,773 |
Goodwill is calculated as the excess of the purchase price over the net assets acquired. The Company expects the goodwill balance to be deductible for tax purposes over a period of 15 years. Goodwill is primarily attributed to growth and efficiency opportunities as well as expected synergies from combining the operations of bitcoin mining sites with the Company. The fair value of property and equipment was estimated by applying the cost approach, which estimates fair value using replacement or reproduction cost of an asset of comparable utility, adjusted for loss in value due to depreciation and economic obsolescence, which are considered Level 3 inputs. The fair value of the finance lease liability was estimated using a discounted cash flow approach, which included assumptions regarding current market prices for similar assets, estimated term and discount rates, which are considered Level 3 inputs. GC Data Center Acquisition (Granbury, Texas and Kearney, Nebraska) On January 12, 2024, the Company acquired two operational bitcoin mining sites located in Granbury, Texas and Kearney, Nebraska, totaling 390 megawatts of nameplate capacity from GC Data Center Equity Holdings, LLC (the “GC Data Center Acquisition”) for total consideration of $189.6 million, including a working capital adjustment that was paid during the three months ended March 31, 2024, plus up to an additional $19.6 million of cash, which amount is contingent on the expansion of additional megawatt capacity at the acquired facilities by certain milestone dates during the three year period following the anniversary of closing. The acquisition is intended to improve efficiencies and the scale of operations through the integration of the Company’s technology stack and realization of synergies. The Company will not be taking on any new hosting services customers at these locations and will transition to self-mining at these two sites as existing customer agreements expire or are terminated early. The following table summarizes the components of total purchase consideration:
(in thousands) |  | January 12, 2024
Initial cash consideration, net of cash acquired |  | $ | 175,734 |
Working capital adjustments |  | 8,081 |
Estimate fair value contingent earn-out and other |  | 5,832 |
Total purchase consideration |  | $ | 189,647 |
The acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805 - Business Combinations. The following table summarizes the preliminary allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed as of January 12, 2024:
(in thousands) |  | January 12, 2024
Assets |  |
Accounts receivable |  | $ | 20,411 |
Other current assets |  | 8,506 |
Property and equipment |  | 132,148 |
Right-of-use asset |  | 8,852 |
Goodwill |  | 30,852 |
Customer relationships |  | 22,000 |
Derivative instrument |  | 10,989 |
Other non-current assets |  | 6,250 |
Total assets |  | $ | 240,008 |
Liabilities |  |
Accounts payable and accrued expenses |  | $ | 13,940 |
Lease liability |  | 13,992 |
Other long-term liabilities |  | 22,429 |
Total liabilities |  | 50,361 |
Total purchase consideration |  | $ | 189,647 |
Goodwill is calculated as the excess of the purchase price over the net assets acquired. The Company expects the goodwill balance to be deductible for tax purposes over a period of 15 years. Goodwill is primarily attributed to growth and efficiency opportunities as well as expected synergies from combining the operations of bitcoin mining sites with the Company. The gross contractual amounts receivable were $24.0 million, of which, $3.6 million is expected to be uncollectible. During the year ended December 31, 2024, the Company terminated various customer agreements and recognized an $18.4 million charge recorded to “Early termination expenses” on the Consolidated Statements of Operations. The fair value of property and equipment was estimated by applying the cost approach, which estimates fair value using replacement or reproduction cost of an asset of comparable utility, adjusted for loss in value due to depreciation and economic obsolescence, which are considered Level 3 inputs. The fair value of the derivative was estimated using a discounted cash flow approach that considers various assumptions including current market prices and electricity forward curves, time value, as well as other relevant economic measures, which are considered Level 2 inputs. The fair value of the contingent earn-out was estimated using a discounted cash flow approach, which included assumptions regarding the probability-weighted cash flows of achieving certain capacity development milestones, which are considered Level 3 inputs. The fair value of the lease liability was estimated using a discounted cash flow approach, which included assumptions regarding current market prices for similar assets, estimated term and discount rates, which are considered Level 3 inputs. The following table presents the changes in the estimated fair value of the GC Data Center Acquisition contingent consideration liability:
(in thousands) |  |
Balance at December 31, 2023 |  | $ | — |
Contingent consideration liability |  | 3,523 |
Change in fair value of contingent earn-out |  | 15 |
Balance at December 31, 2024 |  | $ | 3,538 |
Intangible assets were determined to meet the criterion for recognition apart from tangible assets acquired and liabilities assumed. The fair values of intangible assets were estimated based on various valuation techniques including the use of discounted cash flow analyses, and multi-period excess earnings valuation approaches, which use significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy. These valuation inputs included estimates and assumptions about forecasted future cash flows, long-term revenue growth rates, and discount rates. The fair value of the customer relationships intangible asset was determined using a discounted cash flow model that incorporates the excess earnings method and will be amortized on an accelerated basis over the projected pattern of economic benefits of approximately 4 years. As of December 31, 2024, the Company fully amortized customer relationships acquired for $22.0 million. The results of the acquired facilities have been included in the Company’s Consolidated Statements of Operations as of the acquisition date.
|  |  |  | Year Ended December 31,
(in thousands) |  |  |  |  |  | 2024 |  | 2023 |  |
Revenue |  |  |  |  |  | $ | 675,045 |  |  | $ | 492,057 |  |  |
Income before income taxes |  |  |  |  |  | 623,764 |  |  | 223,636 |  |  |
Earnings per common share: |  |  |  |  |  |  |  |  |  |
Basic |  |  |  |  |  | $ | 1.89 |  |  | $ | 1.14 |  |  |
Diluted |  |  |  |  |  | 1.76 |  |  | 0.81 |  |  |
The unaudited pro forma financial information should not be considered indicative of actual results that would have been achieved had the acquisition of the acquired facilities actually been consummated on the date indicated and does not purport to be indicative of the Company's future financial position or results of operations. These pro forma results include the impact of amortizing certain purchase accounting adjustments such as intangible assets and the impact of the acquisition on interest and income tax expense. No adjustments have been reflected in the pro forma financial information for anticipated growth and efficiency opportunities. There were no material nonrecurring pro forma adjustments directly attributable to the acquisition included within the unaudited pro forma financial information.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent + Details
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