Core Scientific Inc.
03/02/2026 | Press release | Distributed by Public on 03/02/2026 15:45
Amendment to Quarterly Report (Form 10-Q/A)
Core Scientific, Inc. (the "Company") is amending its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, as originally filed with the Securities and Exchange Commission (the "SEC") on May 7, 2025 (hereinafter referred to as the "Original Filing" and, as amended, the "Amendment"), and is separately amending its Annual Report on Form 10-K for the year ended December 31, 2024 and its Quarterly Reports on Form 10-Q for the quarterly periods ended June 30, 2025 and September 30, 2025 (such amended reports, together with this Amendment, the "Amended Reports"), in each case to correct identified errors in its previously issued consolidated financial statements as further described below as well as in Note 3 - Restatement of Previously Issued Financial Statements, in Part I. Item 1 - Financial Statements, to the restated condensed consolidated financial statements included in this Amendment.
During the preparation of the consolidated financial statements for the year ended December 31, 2025, the Company determined that property, plant and equipment was overstated as a result of the improper continued capitalization of carrying values of assets committed to demolition in connection with the conversion of certain facilities from digital asset mining operations to high-performance computing colocation infrastructure, which impacted the Company's previously issued consolidated financial statements as of and for the year ended December 31, 2024, as well as the condensed consolidated financial statements as of and for the three and six months ended June 30, 2024, the three and nine months ended September 30, 2024, the three months ended March 31, 2025, the three and six months ended June 30, 2025 and the three and nine months ended September 30, 2025 (the "Non-Reliance Periods"). Specifically, the carrying values of assets committed to demolition were improperly capitalized rather than being written down to fair value through the recognition of impairment charges in the periods in which the commitment to demolish was made.
The Company assessed the materiality of the errors, individually and in the aggregate, and concluded that the errors were material to the previously issued financial statements and such previously issued financial statements should no longer be relied upon. As a result, the Company is restating its previously issued consolidated financial statements for the Non-Reliance Periods.
As all material restatement information will be included in this Amendment and in the Amended Reports, the Company does not intend to amend any of the Company's previously filed Quarterly Reports on Form 10-Q for the quarterly periods ended June 30, 2024 and September 30, 2024. Accordingly, investors and others should rely only on the financial information and other disclosures regarding the Non-Reliance Periods in the Amended Reports and in any future filings with the SEC (as applicable) and should not rely on any previously issued or filed reports, earnings releases and investor presentations and other communications describing the Company's previously issued financial statements, financial results, and other related financial information related to the Non-Reliance Periods.
The cumulative impact of the corrections on the condensed consolidated balance sheet as of March 31, 2025 resulted in an overstatement of property, plant and equipment, net of approximately $127.3 million and a corresponding understatement of accumulated deficit of the same amount. The impact on the condensed consolidated statements of operations for the three months ended March 31, 2025 was an understatement of selling, general and administrative expense of approximately $4.4 million. The restatement had no impact on total net cash flows; however, the correction resulted in a reclassification from capital expenditures within investing activities to operating activities. The restatement had no impact on revenue, cost of revenue, or income tax expense. There was no income tax effect as the Company maintains a full valuation allowance against its net deferred tax assets.
As a result of the errors described above, the Company has identified a material weakness in its internal control over financial reporting, as described in more detail in Part I. Item 4 - Controls and Procedures. The Company's management reevaluated the effectiveness of the Company's internal control over financial reporting and disclosure controls and procedures and concluded that the Company's internal control over financial reporting and disclosure controls and procedures were not effective as of the respective end dates of each of the Company's fiscal years ended December 31, 2024 and December 31, 2025, and the Company's disclosure controls and procedures were not effective as of the respective end dates of each of its interim Non-Reliance Periods within 2025. A discussion of the Company's plans to remediate this material weakness are set forth in Part I. Item 4 - Controls and Procedures.
This Amendment amends and restates in their entirety the following items of the Original Filing:
•Item 1 - Financial Statements;
•Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations;
•Item 4 - Controls and Procedures;
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