Mara Holdings Inc.

07/29/2025 | Press release | Distributed by Public on 07/29/2025 14:16

Quarterly Report for Quarter Ending June 30, 2025 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Unless otherwise indicated or the context otherwise requires, references to "MARA," "we," "us," and the "Company" refer to MARA Holdings, Inc. and its consolidated subsidiaries.
You should read the following discussion and analysis together with our financial statements and related notes in Part I, Item 1 of this Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (this "Quarterly Report").
This Quarterly Report contains forward-looking statements within the meaning of the federal securities laws, which statements are subject to considerable risks and uncertainties. These forward-looking statements are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements included or incorporated by reference in this Quarterly Report, other than statements of historical fact, are forward-looking statements. You can identify forward-looking statements by the use of words such as "may," "will," "could," "anticipate," "expect," "intend," "believe," "continue" or the negative of such terms, or other comparable terminology. Forward-looking statements also include the assumptions underlying or relating to such statements. Our forward-looking statements are based on our management's current assumptions and expectations about future events and trends, which affect or may affect our business, strategy, operations or financial performance. Although we believe that these forward-looking statements are based upon reasonable assumptions, they are subject to numerous known and unknown risks and uncertainties and are made in light of information currently available to us. Our actual financial condition and results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth in the section entitled "Risk Factors" in Part I, Item 1A, of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 3, 2025, (our "Annual Report"), which is incorporated herein by reference, as well as in the other public filings we make with the U.S. Securities and Exchange Commission (the "SEC"). You should read this Quarterly Report with the understanding that our actual future financial condition and results may be materially different from and worse than what we expect.
Additionally, information regarding market and industry statistics contained in this Quarterly Report is included based upon information available to us that we believe is accurate as of the date of this Quarterly Report. It is generally based upon industry and other publications that are not produced for purposes of securities offerings or economic analysis. We have not reviewed or included data from all sources and cannot assure investors of the accuracy or completeness of the data included in this Quarterly Report. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and the additional uncertainties accompanying any estimates of future market size, revenue and market acceptance of products and services. We do not assume any obligation to update any forward-looking statement. As a result, investors should not place undue reliance on these forward-looking statements.
BUSINESS OVERVIEW AND TRENDS
Overview
MARA is a vertically integrated digital energy and infrastructure company that leverages high-intensity compute, such as bitcoin mining, to monetize excess energy and optimize power management. We are focused on two key priorities: strategically growing by shifting our model toward low-cost energy with more efficient capital deployment and bringing to market a full suite of solutions for data centers and edge inference, including energy management, load balancing and advanced cooling. As of June 30, 2025, our total energy portfolio consisted of approximately 1.7 gigawatts ("GW") of capacity with 15 data centers deployed across North America, the Middle East, Europe, and Latin America. We believe we are one of the world's largest publicly traded Bitcoin mining companies, with the majority of our production in the United States.
While we remain a dominant player in Bitcoin mining, we have expanded our footprint in energy generation and are investing in research and development to establish a presence in AI and adjacent markets, creating additional revenue opportunities over the long term. We believe the AI industry is shifting towards inference computing, which requires distributed, low-latency, and energy-efficient infrastructure. To support this shift, we are developing inference-dedicated sites and forging partnerships that reflect our vision. We are also exploring power management
solutions, including load balancing, to provide services to the variable energy demands of AI inference workloads and international expansion opportunities. We intend to continue vertically integrating and further reduce energy costs.
Recent Developments
Highlights from the quarter ended June 30, 2025:
As of June 30, 2025, we hit 57.4 exahashes per second ("EH/s"), a record high for MARA.
In May 2025, we entered into a separately managed account ("SMA") trading arrangement with Two Prime to actively manage 2,000 of our bitcoin holdings with the goal of generating meaningful returns. Subsequent to the quarter end, we formalized a minority interest in Two Prime to strengthen our risk-optimized yield strategies and further align with a key partner.
As of June 30, 2025 31% of our bitcoin holdings had been activated by our bitcoin asset management strategy.
During the quarter, we announced strategic partnerships with LG-backed PADO AI and TAE Power Solutions focused on developing grid-responsive platforms that dynamically stabilize inference compute, minimize energy waste, and unlock the next generation of field-deployable, sovereign edge AI infrastructure. In July 2025, we announced a target of reaching 75 EH/s by the end of 2025.
Bitcoin Value
Our revenues are generally comprised of block rewards earned in bitcoin as a result of successfully solving blocks, and transaction fees earned for verifying transactions in support of the blockchain. After the halving event of April 2024, the current reward for each solved block is equal to 3.125 bitcoin plus transaction fees. The impacts of halving on our results of operations and financial condition may be exacerbated by changes in the market value of bitcoin, which has historically been subject to significant volatility. For example, as of June 30, 2025, the price of a bitcoin was $107,173, compared to $62,668 as of June 30, 2024.
We continue to retain all bitcoin mined in our operations or purchased, in line with our bitcoin investment approach. As of June 30, 2025, we held approximately 49,951bitcoin, including 15,550 bitcoin under our bitcoin asset management strategy, on our Condensed Consolidated Balance Sheets with a carryingvalue of approximately $5.3 billion. The fair value of our bitcoin may be materially impacted as the market value of bitcoin fluctuates. Management believes, given our recent investments, coupled with our relative position and liquidity, we are well-positioned to execute on our long-term growth strategy.
The following table presents our bitcoin digital asset holdings (including bitcoin under our bitcoin asset management strategy) and the fair value per bitcoin:
Quantity
Fair Value
June 30, 2025 49,951 $ 107,173
March 31, 2025 47,531 82,534
December 31, 2024 44,893 93,354
September 30, 2024 26,747 63,301
June 30, 2024 18,488 62,668
Bitcoin Mining Operations
In response to an increased demand for bitcoin, we anticipate additional mining operators entering the market and existing competitors scaling their operations, which will grow the blockchain's network hashrate and difficulty
associated with solving a block. As the overall hashrate and difficulty of the Bitcoin network increases, we will need to continue growing our hashrate to remain competitive.
During the six months ended June 30, 2025, we mined 4,644 bitcoin, a decrease of 225 bitcoin, or 5%, from the prior year period. The decrease was primarily due to the result of the April 2024 halving event, temporary deployment of older miners while damages were remediated and the increase in global hashrate.
As of June 30, 2025, we owned approximately 450,000 mining rigs globally, including our share of mining rigs from our equity method investee, the ADGM entity, with an energized hashrate of approximately 57.4 EH/s. To stay competitive, we remain focused on strategically deploying additional mining rigs and scaling our operations, while managing our fleet as it ages along the obsolescence curve. In addition, we continuously evaluate strategic opportunities to support our growth strategy and seek to enhance operational efficiencies by utilizing efficient mining rigs and securing contracts with price protection clauses.
The following table presents our computing power and miner efficiency as of June 30, 2025 and 2024:
As of June 30,
2025
2024
Energized hashrate ("EH/s") (1)
57.4 31.5
Miner efficiency (in joules per terahash) (2)
18.3 24.8
(1) We define Energized Hashrate as the total hashrate that could theoretically be generated if all mining rigs that have been operational are currently in operation and running at 100% of manufacturers' specifications. We use this metric as an indicator of progress in bringing mining rigs online. We believe this metric is a useful indicator of potential bitcoin production. However, metrics cannot be tied directly to any production level expected to be actually achieved as (a) there may be delays in the energization of hashrate (b) we cannot predict when operational mining rigs may be offline for any reason, including curtailment or machine failure and (c) we cannot predict Global Hashrate (and therefore our share of the Global Hashrate), which has a significant impact on our ability to generate bitcoin in any given period.
(2) The average number of joules of energy required to produce one terahash of computing power.
Energy Cost
Energy cost is the most significant cost driver for mining and represented 34.1% and 36.1%, as a percentage of our owned mining revenues for the three and six months ended June 30, 2025, respectively. This excludes energy costs from third-party hosted sites.
Energy cost can be highly volatile, cyclical and sensitive to geopolitical events and weather conditions, such as winter storms and earthquakes, which impact supply and demand for power regionally. All of our owned mining sites and our hosted miners are subject to variable prices and market rate fluctuations with respect to wholesale energy costs. Such costs are governed by various power purchase agreements, and energy prices can change hour to hour and by location. While this renders energy prices less predictable, it also gives us greater ability and flexibility to actively manage the energy we consume with a goal of increasing profitability and energy efficiency. When such events occur, we may curtail our operations to avoid using power at increased rates. Although we do not receive significant compensation for curtailment, the dispatchable load of our bitcoin mining operations helps balance the grid and provides electricity to communities when in need. The average price of direct energy we paid for our owned facilities was $0.04 per kilowatt hour ("kWh") for both the three and six months ended June 30, 2025.
Three Months Ended June 30,
Six Months Ended June 30,
2025 2024 2025 2024
Owned Facilities Statistics
Purchased energy costs per BTC (1)
$ 33,735 $ 31,065 $ 34,723 $ 24,581
Supplemental Information
Total BTC produced during the period, in whole BTC at owned facilities (2)
1,237 841 2,454 1,310
Average BTC per day, in whole BTC (2)
13.6 9.3 13.6 7.3
Purchased energy costs per kWh (3)
$ 0.04 $ 0.05 $ 0.04 $ 0.04
NM - Not meaningful
(1)Purchased energy costs per BTC is calculated as the amounts paid to power providers for power consumed divided by the quantity of bitcoin produced during the period related to our owned mining operations. In addition to the impact of the April 2024 halving event, purchased energy costs increased due to broad-based increases in energy costs.
(2)In 2024, the Company scaled its mining operations through acquisitions and deployment of additional infrastructure, resulting in an increase in its share of BTC block rewards. The growth was partially mitigated by the BTC halving event.
(3)Purchased energy costs per kWh is calculated using the amounts paid to power providers for power consumed divided by the kWh consumed related to our owned bitcoin mining operations. In the first quarter of 2024, this metric was not meaningful as we were in the early stages of our transition to a vertically integrated operating model focused on owned infrastructure. This transition began in January 2024, when we commenced acquiring data centers to support owned mining operations, which initially represented a limited portion of our overall operations during the period.
Bitcoin Asset Management
As the second largest corporate holder of bitcoin globally, our strategy focuses on enhancing shareholder value through disciplined, risk-managed deployment of bitcoin beyond passive holdings. We view bitcoin as a productive asset, a source of liquidity, yield, and long-term capital appreciation. By activating a portion of our holdings through lending, structured trading arrangements, and collateralized financing, we seek to generate incremental income that helps fund operations, expand infrastructure, and reduce our cost of capital. Our strategy balances upside participation in bitcoin appreciation with near-term cash flow generation, while maintaining substantial liquidity to respond to market opportunities.
Subsequent to the quarter end, we formalized a minority interest in Two Prime, an external full-service registered advisor, to strengthen our risk-optimized yield strategies and further align with a key partner. To a lesser extent, we have also used bitcoin as a collateral to borrow under lines of credit.
As of June 30, 2025, we held a total of 49,951 bitcoin, including 15,550 bitcoin that were loaned, actively managed or pledged as collateral. As such, approximately 31% of our total holdings were activated through our bitcoin asset management strategy.
The Company's core bitcoin asset management is comprised of the following activities:
Treasury
We retain the majority of our bitcoin holdings as a treasury asset, under our bitcoin investment approach, to preserve long-term exposure to fair value appreciation while also serving as an available source of liquidity. We hold our bitcoin across multiple custodial wallets to mitigate counterparty risk and avoid concentration with any single custodian.
The following table presents supplemental information related to our Treasury activities for the three and six months ended June 30, 2025 and 2024:
Three Months Ended June 30,
Six Months Ended June 30,
2025
2024
2025
2024
BTC Yield (1)
1.6 % (0.6) % 5.2 % 2.0 %
Share of available miner rewards 5.7 % 3.7 % 5.6 % 3.2 %
(1)BTC Yield is a key performance indicator that represents the percentage change period-to-period of the ratio between our bitcoin holdings and our Assumed Fully Diluted Shares Outstanding. Assumed Fully Diluted Shares Outstanding refers to the aggregate of our actual shares of common stock outstanding as of the end of the applicable period plus all additional shares that would result from the assumed conversion of all outstanding convertible notes inclusive of the potential make-whole fundamental change provision, exercise of all outstanding warrants and settlement of all outstanding restricted stock units and performance-based restricted stock units.
Lending
Beginning late 2024, we began lending arrangements with various counterparties to generate additional yield on our bitcoin holdings. As of June 30, 2025, we had loaned out a total of 7,877 bitcoin that generated $6.8 million and $13.1 million of interest income for the three and six months ended June 30, 2025, respectively. We assess the creditworthiness of counterparties prior to lending and reassess periodically. Loaned bitcoin is subject to recall upon short notice.
Trading
During the second quarter of 2025, we entered into an SMA agreement with Two Prime and transferred 500 bitcoin in mid-May 2025, followed by an additional 1,500 bitcoin in late June 2025. As of June 30, 2025, a total of 2,004 bitcoin were held and actively managed within the SMA. The 500 bitcoin transferred in mid-May 2025 generated an additional 4 bitcoin, or approximately $0.4 million. The late June transfer of bitcoin occurred too late in the quarter to meaningfully contribute to returns. The SMA is managed within defined parameters intended to generate returns while limiting downside risk, and it maintains liquidity with short-term notice. In addition, our bitcoin asset management team may, from time to time, engage in various bitcoin-denominated trades such as options, futures, swaps and spot transactions to generate additional returns on our bitcoin holdings.
Borrowing
As of June 30, 2025, 5,669 bitcoin were pledged as collateral in connection with $350.0 million of outstanding borrowings under the Line of Credit bearing interest rates between 8.85% and 10.5% per annum.
Under our bitcoin asset management strategy, our bitcoin investment approach resulted in an improvement of $1.2 billion and $683.7 million on the Company's bitcoin holdings during the three and six months ended June 30, 2025, respectively, simultaneously generating related interest and investment income.
The following tables summarize our capital appreciation and income generated from bitcoin holdings as it relates to our bitcoin asset management strategy:
Three Months Ended June 30, 2025
(in thousands)
Treasury
Lending
Trading
Borrowing
Total
Asset Management
Change in fair value of bitcoin (1)
$ 844,890 $ 126,926 $ 1,611 $ 218,010 $ 1,191,437
Interest income (2)
- 6,795 - - 6,795
Investment income, net (3)
- - 1,366 - 1,366
Total
$ 844,890 $ 133,721 $ 2,977 $ 218,010 $ 1,199,598
(1)Change in fair value of bitcoin for the three months ended June 30, 2025 totaled $1.2 billion and includes the "Change in fair value of digital assets" of $846.0 million, excluding $1.1 million related to other digital assets, resulting in $844.9 million attributable to bitcoin, plus the "Change in fair value of digital assets - receivable, net" of $346.5 million.
(2) Interest income differs from the amount reported as "Interest income" on the Condensed Consolidated Statements of Operations, as it excludes $2.8 million of interest earned on cash and cash equivalents for the three months ended June 30, 2025.
(3) Investment income, net is associated with the return earned from the SMA agreement and various bitcoin-denominated trades and is reported in "Other" on the Condensed Consolidated Statements of Operations.
Six Months Ended June 30, 2025
(in thousands)
Treasury
Lending
Trading
Borrowing
Total
Asset Management
Change in fair value of bitcoin (1)
$ 453,225 $ 101,943 $ 1,611 $ 126,926 $ 683,705
Interest income (2)
- 13,125 - - 13,125
Investment income, net
- - (5,921) - (5,921)
Total
$ 453,225 $ 115,068 $ (4,310) $ 126,926 $ 690,909
(1)Change in fair value of bitcoin for the six months ended June 30, 2025 totaled $683.7 million and includes the "Change in fair value of digital assets" of $451.9 million, excluding a loss of $1.4 million related to other digital assets, resulting in $453.2 million attributable to bitcoin, plus the "Change in fair value of digital assets - receivable, net" of $230.5 million.
(2) Interest income differs from the amount reported as "Interest income" on the Condensed Consolidated Statements of Operations, as it excludes $8.5 million of interest earned on cash and cash equivalents for the six months ended June 30, 2025.
The price of bitcoin has historically experienced significant price volatility, in addition to other risks inherent to holding a digital asset. Management monitors these risks and developments in managing our bitcoin investment approach to mitigate adverse effects on our financial position.
RESULTS OF OPERATIONS
Three Months Ended June 30, 2025 Compared to the Three Months Ended June 30, 2024
Revenues
Three Months Ended June 30,
Change
(in thousands)
2025 2024 $
Bitcoin ("BTC") mining revenue $ 228,778 $ 129,129 $ 99,649
Other digital assets mining revenue 3,598 5,834 (2,236)
Hosting services 1,164 8,661 (7,497)
Other revenue 4,945 1,515 3,430
Revenues $ 238,485 $ 145,139 $ 93,346
Supplemental Information
BTC produced during the period, in whole BTC (1)
2,358 2,058 300
Average BTC per day, in whole BTC 25.9 22.9 3.0
Average price of BTC mined, in whole dollars (2)
$ 98,975 $ 65,849 $ 33,126
Number of blocks won
694 457 237
Transaction fees as a percentage of total
1.4 % 10.5 % (9.1) %
(1) Includes 47 and 97 bitcoin representing our share of the equity method investee, the ADGM entity, for the three months ended June 30, 2025 and 2024, respectively.
(2) Average price of BTC mined is calculated using BTC mining revenue divided by the bitcoin production, excluding our share of the bitcoin produced for the equity method investee, the ADGM entity.
We generated revenues of $238.5 million for the three months ended June 30, 2025, compared to $145.1 million in the prior year period. The $93.3 million, or approximately 64%, increase in revenues was primarily driven by an increase in bitcoin mining revenue partially offset by a decrease in other digital asset mining revenue and hosting services. The $99.6 million increase in bitcoin mining revenue was primarily driven by a 50% increase in the average bitcoin price, which contributed $76.6 million, in addition to a $23.1 million increase from bitcoin production.
During the three months ended June 30, 2025 and 2024, revenue from hosting services was $1.2 million and $8.7 million, respectively, a decrease of $7.5 million due to planned terminations of various hosting agreements following the GC Data Center Acquisition in 2024.
Costs and operating expenses (income)
Purchased energy, third-party hosting and other energy and operating and maintenance costs
Three Months Ended June 30,
Change
(in thousands)
2025 2024 $
Purchased energy costs $ 41,730 $ 26,113 $ 15,617
Third-party hosting and other energy costs
69,029 54,020 15,009
Operating and maintenance costs 22,362 15,595 6,767
Supplemental Information (in whole dollars)
Cost per Petahash per day (1)
$ 28.7 $ 37.8 $ (9.0)
Purchased energy costs per BTC (2)
$ 33,735 $ 31,065 $ 2,670
(1)Cost per Petahash per day is calculated using bitcoin mining costs attributable to purchased energy costs, third-party hosting and other energy costs and cash operating and maintenance costs, divided by the daily average operational hashrate online during the period, excluding our share of the hashrate for the equity method investee, the ADGM Entity, and share of hashrate from our noncontrolling interest, by a factor of 1,000.
(2) Purchased energy costs per BTC is calculated as the amounts paid to power providers for power consumed divided by the quantity of bitcoin produced during the period related to our owned mining operations.
Purchased energy costs during the three months ended June 30, 2025 totaled $41.7 million compared to $26.1 million in the prior year period, an increase of $15.6 million or approximately 60%, primarily driven by the expansion of our owned mining sites and our total hashrate growth to 57.4 EH/s. Purchased energy costs consist of power expenses paid to power providers for power consumed related to our owned bitcoin mining operations and up to a lesser extent energy generated and consumed by us. For the three months ended June 30, 2025, our Cost per Petahash per day improved to $28.7 from $37.8, approximately 24%, compared to the prior year period. For the three months ended June 30, 2025, Purchased energy costs per bitcoin for our owned mining sites was $33,735 compared to $31,065 in the prior year period, primarily due to higher network difficulty due to an increase in global hashrate and the 2024 halving event.
Third-party hosting and other energy costs during the three months ended June 30, 2025 totaled $69.0 million compared to $54.0 million in the prior year period, an increase of $15.0 million or approximately 28%. These costs consist of colocation services related to third-party hosted sites and energy expenses related to mining other digital assets. The increase was primarily due to the addition of energized miners at third-party hosted facilities.
Operating and maintenance costs during the three months ended June 30, 2025 totaled $22.4 million compared to $15.6 million in the prior year period, an increase of $6.8 million or approximately 43%. The increase in operating and maintenance costs was primarily due to an increase in repair and maintenance fees associated with our mining operations and shipping and warehouse costs compared to the prior year period.
Refer to Note 2 -Summary of Significant Accounting Policies in the notes to our Condensed ConsolidatedFinancial Statements for further information on our presentation change relating to our costs.
General and administrative expenses
General and administrative expenses were $92.9 million for the three months ended June 30, 2025, compared to $53.5 million in the prior year period. These expenses consist of stock based compensation, professional and legal fees and other people and office expenses. The $39.5 million, or approximately 74% increase was driven by the continued strategic expansion of our business and our pivot from asset-light to a vertically integrated model. The increase reflects the scaling of our operations, higher personnel costs associated with headcount growth from 109 to 201 and increased professional and administrative fees in support of our expanded footprint. Stock-based compensation expense increased by $24.5 million, primarily due to the 2025 long-term incentive plan ("LTIP") grants, an accounting charge due to the modification to the 2024 LTIP awards at the end of 2024, and an increase in headcount. This increase was partially offset by reduced expense associated with the 2023 LTIP awards on a comparative basis.
Depreciation and amortization
Depreciation and amortization during the three months ended June 30, 2025 totaled $161.7 million compared to $107.5 million in the prior year period. The $54.2 million, or approximately 50% increase, was primarily due to the deployment of additional mining rigs and an overall increased scale of business.
Change in fair value of digital assets
We recognized a gain on digital assets of $846.0 million for the three months ended June 30, 2025 compared to a loss of $148.0 million in the prior year period. The $994.0 million increase was primarily driven by the rise in bitcoin price.
Change in fair value of derivative instrument
We recognized a gain on the change in fair value of derivative instrument of $20.3 million for the three months ended June 30, 2025 compared to a gain of $38.3 million in the prior year period. We adjusted the fair value of the commodity swap contract acquired in the GC Data Center Acquisition, which meets the definition of a derivative instrument and is remeasured at fair value at the end of each reporting period, with changes primarily due to movements in electricity forward curve prices during the respective periods.
Impairment of assets
During the three months ended June 30, 2025, a severe storm caused irreparable damage to certain mining equipment at our Garden City mining site. In accordance with ASC 360 - Property, Plant, and Equipment, any unforeseen or unexpected retirements should result in a gain or loss recognized in earnings. As such, we recognized an impairment of $26.0 million related to the damaged miners for the three months ended June 30, 2025. Should we successfully receive insurance proceeds, they will be recognized as a gain in the period in which they are received. There were no such impairments in the prior year period.
Taxes other than on income
Taxes other than on income were $2.4 million for the three months ended June 30, 2025 compared to $1.6 million in the prior year period. Taxes other than on income consist primarily of property and sales and use taxes.
Early termination expenses
During the three months ended June 30, 2024, we finalized an agreement to terminate a data center hosting agreement with a customer acquired in the GC Data Center Acquisition prior to the maturity date of such hosting agreement for $5.7 million, net of a deposit refund. There were no such expenses in the current period.
Research and development
Research and development expenses were $8.5 million for the three months ended June 30, 2025 compared to $3.8 million in the prior year period. The $4.7 million, or approximately 122% increase, was primarily due to ongoing innovation initiatives and development expenses to support our strategic expansion.
Other income
Change in fair value of digital assets - receivable, net
We recognized a gain on digital assets - receivables, net of $346.5 million for the three months ended June 30, 2025, due to changes in the fair value associated with our bitcoin loaned, actively managed and pledged as collateral. There were no such activities in the prior year period.
Equity in net earnings of unconsolidated affiliate
During the three months ended June 30, 2025, we recorded our share of net loss for our 20% interest in the ADGM Entity of $0.9 million, compared to nearly zero in the prior year period. Our share of the ADGM Entity's operating results included earnings from the production of 47 bitcoin and approximately $3.2 million of depreciation and amortization during the three months ended June 30, 2025, whereas in the prior year period, our share of the ADGM Entity's operating results included earnings from production of 97 bitcoin and approximately $3.5 million of depreciation and amortization.
Interest income, interest expense and other
Three Months Ended June 30,
Change
(in thousands) 2025 2024 $
Interest income from loaned bitcoin
$ 6,795 $ - $ 6,795
Interest income from cash and cash equivalents
2,836 2,308 528
Total interest income
9,631 2,308 7,323
Interest expense (12,835) (1,369) (11,466)
Other (5,509) 93 (5,602)
Interest income increased by $7.3 million compared to the prior year period, primarily due to interest income earned on loaned bitcoin under our bitcoin asset management strategy and a higher average balance of cash and cash equivalents. Interest expense increased for the three months ended June 30, 2025 by $11.5 million primarily due to the interest expense associated with the Convertible Notes and the Line of Credit. Other of $5.5 million for the three months ended June 30, 2025 primarily related to an increase to the allowance for credit loss due to an additional amount of bitcoin loaned and transferred to be actively managed in the quarter and a rise in bitcoin price, partially offset by a gain on bitcoin derivative settlements.
Income tax benefit (expense)
We recorded income tax expense of $208.5 million for the three months ended June 30, 2025 compared to an income tax benefit of $31.7 million in the prior year period. The $208.5 million income tax expense primarily reflects changes in pretax book income and loss during the periods, driven largely by fair value adjustments related to digital assets.
RESULTS OF OPERATIONS
Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024
Revenues
Six Months Ended June 30,
Change
(in thousands)
2025 2024 $
Bitcoin ("BTC") mining revenue $ 436,538 $ 267,970 $ 168,568
Other digital assets mining revenue 5,768 10,288 (4,520)
Hosting services 2,315 29,436 (27,121)
Other revenue 7,748 2,643 5,105
Revenues $ 452,369 $ 310,337 $ 142,032
Supplemental Information
BTC produced during the period, in whole BTC (1)
4,644 4,869 (225)
Average BTC per day, in whole BTC 25.7 26.8 (1.1)
Average price of BTC mined, in whole dollars
$ 96,203 $ 58,176 $ 38,026
Number of blocks won
1,360 825 535
Transaction fees as a percentage of total
1.4 % 8.8 % (7.4) %
(1) Includes 106 and 268 bitcoin representing our share of the equity method investee, the ADGM entity, for the six months ended June 30, 2025 and 2024, respectively.
We generated revenues of $452.4 million for the six months ended June 30, 2025, compared to $310.3 million in the prior year period. The $142.0 million, or approximately 46%, increase in revenues was primarily driven by an increase in bitcoin mining revenue partially offset by a decrease in hosting services. The $168.6 million increase in bitcoin mining revenue was primarily driven by a 65% increase in the average bitcoin price, which contributed $172.3 million, partially offset by a $3.7 million decrease from bitcoin production due to halving.
During the six months ended June 30, 2025 and 2024, revenue from hosting services was $2.3 million and $29.4 million, respectively, a decrease of $27.1 million due to planned terminations of various hosting agreements following the GC Data Center Acquisition in 2024.
Costs and operating expenses (income)
Purchased energy, third-party hosting and other energy and operating and maintenance costs
Six Months Ended June 30,
Change
(in thousands)
2025 2024 $
Purchased energy costs $ 85,211 $ 32,201 $ 53,010
Third-party hosting and other energy costs
137,212 123,586 13,626
Operating and maintenance costs 42,156 31,409 10,747
Supplemental Information (in whole dollars)
Cost per Petahash per day $ 29.4 $ 37.8 $ (8.5)
Purchased energy costs per BTC $ 34,723 $ 24,581 $ 10,142
Purchased energy costs during the six months ended June 30, 2025 totaled $85.2 million compared to $32.2 million in the prior year period, an increase of $53.0 million or approximately 165% primarily driven by the expansion of our owned mining sites through acquisitions and our total hashrate growth to 57.4 EH/s. For the six months ended
June 30, 2025, our Cost per Petahash per day improved to $29.4 from $37.8, or approximately 22%, compared to the prior year period. For the six months ended June 30, 2025, Purchased energy costs per bitcoin for our owned mining sites was $34,723 compared to $24,581 in the prior year period, primarily due to higher difficulty levels and the April 2024 halving event.
Third-party hosting and other energy costs during the six months ended June 30, 2025 totaled $137.2 million compared to $123.6 million in the prior year period, an increase of $13.6 million or approximately 11%. The increase was primarily due to the addition of energized miners at third-party hosted facilities.
Operating and maintenance costs during the six months ended June 30, 2025 totaled $42.2 million compared to $31.4 million in the prior year period, an increase of $10.7 million or approximately 34%. The increase in operating and maintenance costs was primarily due to an increase in shipping and warehouse fees and site repair and maintenance costs associated with our mining operations compared to the prior year period.
General and administrative expenses
General and administrative expenses were $178.8 million for the six months ended June 30, 2025, compared to $122.4 million in the prior year period. The $56.4 million, or approximately 46%, increase was primarily due to an increase in the scale of our operations and acquisitions and our pivot from asset-light to a vertically integrated model. The increase reflects the support to expand our footprint, higher people costs due to a growth in employee headcount and increased professional, administrative and acquisition-related fees. Stock based compensation increased $21.5 million primarily due to the 2025 LTIP grants, an accounting charge due to the modification to the 2024 LTIP awards at the end of 2024, and an increase in headcount. This increase was partially offset by reduced expense associated with the 2023 LTIP awards on a comparative basis.
Depreciation and amortization
Depreciation and amortization during the six months ended June 30, 2025 totaled $319.6 million compared to $189.1 million in the prior year period primarily due to the deployment of additional mining rigs and an overall increased scale of business.
Change in fair value of digital assets
We recognized a gain on digital assets of $451.9 million for the six months ended June 30, 2025 compared to a gain of $340.8 million in the prior year period. The $111.1 million, or approximately 33%, increase was primarily driven by the rise in bitcoin price.
Change in fair value of derivative instrument
The fair value of the derivative instrument increased for the six months ended June 30, 2025 compared to the prior year period, primarily due to the movement in electricity forward curves prices during the respective periods.
Impairment of assets
Due to a severe storm, we experienced irreparable damage to certain mining equipment at our Garden City mining site and as such, recognized an impairment of $26.0 million for the six months ended June 30, 2025. Should we successfully receive insurance proceeds, they will be recognized as a gain in the period in which they are received. There were no such impairments in the prior year period.
Taxes other than on income
Taxes other than on income were $5.5 million for the six months ended June 30, 2025 compared to $4.1 million in the prior year period.
Early termination expenses
In the first quarter of 2024, we entered into termination and transition agreements with the operator from the GC Data Center Acquisition, for an early termination fee of $19.5 million. In addition, we entered into an agreement for the early termination of a data center hosting agreement with one of its customers, upon which we forgave an outstanding accounts receivable balance of $8.3 million. There were no such expenses in the current period.
Research and development
Research and development expenses were $17.8 million for the six months ended June 30, 2025 compared to $6.3 million in the prior year period.
Other income
Change in fair value of digital assets - receivable, net
We recognized a gain on digital assets - receivables, net of $230.5 million for the six months ended June 30, 2025. There were no such activities in the prior year period.
Equity in net earnings of unconsolidated affiliate
During the six months ended June 30, 2025, we recorded our share of net loss for our 20% interest in the ADGM Entity of $0.9 million, compared to an income of $1.3 million in the prior year period. Our share of the ADGM Entity's operating results included earnings from the production of 106 bitcoin and approximately $6.3 million of depreciation and amortization during the six months ended June 30, 2025, whereas in the prior year period, our share of the ADGM Entity's operating results included earnings from production of 268 bitcoin, a $4.1 million impairment of property and equipment and approximately $6.1 million of depreciation and amortization.
Interest income, interest expense and other
Six Months Ended June 30,
Change
(in thousands) 2025 2024 $
Interest income from loaned bitcoin
$ 13,125 $ - $ 13,125
Interest income from cash and cash equivalents 8,501 4,881 3,620
Total interest income 21,626 4,881 16,745
Interest expense (22,776) (2,625) (20,151)
Other (3,035) 3,037 (6,072)
Interest income increased by $16.7 million compared to the prior year period, primarily due to interest income earned on loaned bitcoin under our bitcoin asset management strategy in the current period and a higher average balance of cash and cash equivalents. Interest expense increased for the six months ended June 30, 2025 by $20.2 million primarily due to the Convertible Notes and the Line of Credit. Other of $3.0 million for the six months ended June 30, 2025 primarily related to a net gain on investments of $12.4 million, partially offset by a $7.0 million loss on bitcoin derivative settlements and an increase of the allowance for credit loss.
Income tax expense
We recorded income tax expense of $89.3 million for the six months ended June 30, 2025 compared to an income tax expense of $6.4 million in the prior year period. The $89.3 million income tax expense primarily reflects changes in pretax book income and loss during the periods, driven largely by fair value adjustments related to digital assets.
NON-GAAP FINANCIAL MEASURES
In order to provide a more comprehensive understanding of the information used by our management team in financial and operational decision-making, we supplement our Condensed Consolidated Financial Statements that have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") with the non-GAAP financial measure of Adjusted EBITDA.
We define Adjusted EBITDA as (a) GAAP net income (loss) attributable to common stockholders plus (b) adjustments to add back the impacts of (1) interest, (2) income taxes, (3) depreciation and amortization and (4) adjustments for non-cash and/or non-recurring items, which currently include (i) stock based compensation expense, (ii) change in fair value of derivative instrument, (iii) impairment of assets, (iv) net gain on investments and (v) early termination expenses.
Management uses Adjusted EBITDA, along with the supplemental information provided herein, as a means of understanding, managing and evaluating business performance and to help inform operating decision-making. We rely primarily on our Condensed Consolidated Financial Statements to understand, manage and evaluate our financial performance and uses non-GAAP financial measures only supplementally.
We believe that Adjusted EBITDA is a useful measure to us and to our investors because it excludes certain financial, capital structure and non-cash items that we do not believe directly reflect our core operations and may not be indicative of our recurring operations, in part because they may vary widely across time and within our industry independent of the performance of our core operations. We believe that excluding these items enables us to more effectively evaluate our performance period-over-period and relative to our competitors.
Adjusted EBITDA isnot a recognized financial measure under GAAP. When analyzing our operating results, investors should use Adjusted EBITDA in addition to, but not as an alternative for, the most directly comparable financial results calculated and presented in accordance with GAAP. Because our calculation of Adjusted EBITDA may differ from that of other companies, our presentation of this measure may not be comparable to similarly titled measures of other companies.
Certain prior period information has been reclassified to conform to the current period presentation.
The following table provides a reconciliation of GAAP net income (loss) to Adjusted EBITDA:
Three Months Ended June 30,
Six Months Ended June 30,
(in thousands) 2025 2024 2025 2024
Net income (loss) attributable to common stockholders
$ 808,235 $ (199,659) $ 275,036 $ 137,514
Interest expense (income), net
3,204 (939) 1,150 (2,256)
Income tax expense (benefit)
208,504 (31,657) 89,332 6,394
Depreciation and amortization (1)
164,914 111,047 325,916 195,232
EBITDA 1,184,857 (121,208) 691,434 336,884
Stock based compensation expense 54,656 28,332 103,771 80,245
Change in fair value of derivative instrument (20,311) (38,251) (47,139) (22,999)
Impairment of assets
26,253 - 26,253 -
Net gain on investments (2)
- - (12,429) (5,236)
Early termination expenses
- 5,660 - 27,757
Adjusted EBITDA $ 1,245,455 $ (125,467) $ 761,890 $ 416,651
(1)Includes approximately $3.2 million and $3.5 million of depreciation and amortization for the three months ended June 30, 2025 and 2024, respectively, and approximately $6.3 million and $6.1 million of depreciation and amortization for the six months ended June 30, 2025 and 2024, respectively, representing our share in the results of our equity method investee, the ADGM entity, reported in "Equity in net earnings of unconsolidated affiliate" on the Condensed Consolidated Statements of Operations. Additionally, for the three and six months ended June 30,
2024, depreciation and amortization includes approximately $0.2 million and $0.9 million, respectively, of amortization that was previously classified within "General and administrative" on the Condensed Consolidated Statements of Operations.
(2)Net gain on investments is reported in "Other" on the Condensed Consolidated Statements of Operations. Refer to Note 8 -Investments in the notes to our Condensed Consolidated Financial Statements for further information.
FINANCIAL CONDITION AND LIQUIDITY
The following table presents a summary of our cash flow activity for the six months ended June 30, 2025 and 2024:
For the Six Months Ended June 30,
(in thousands) 2025 2024
Net cash used in operating activities
$ (378,931) $ (203,511)
Net cash used in investing activities
(337,010) (694,587)
Net cash provided by financing activities
433,645 808,812
Net decrease in cash, cash equivalents and restricted cash
(282,296) (89,286)
Cash, cash equivalents and restricted cash - beginning of period 403,771 357,313
Cash, cash equivalents and restricted cash - end of period
$ 121,475 $ 268,027
Cash flows for the six months ended June 30, 2025: Cash, cash equivalents and restricted cash totaled $121.5 million at June 30, 2025, a decrease of $282.3 million from December 31, 2024.
Cash flows from operating activities resulted in a use of funds of $378.9 million, as net income, adjusted for non-cash and non-operating items, in the amount of $77.3 million was offset by the use of cash of $456.2 million from changes in operating assets and liabilities. When we produce and hold bitcoin on our Condensed Consolidated Balance Sheets, we exclude such bitcoin from our operating cash flows. If we monetize bitcoin in the future, those proceeds are reported as cash flows from investing activities. Changes in cash flows from operating assets and liabilities were primarily driven by a use of funds associated with revenues from operations of $449.0 million.
Cash flows from investing activities resulted in a use of funds of $337.0 million, primarily resulting from the use of funds for the purchase of property and equipment of $157.8 million, advances to vendors of $108.4 million, payment of $36.4 million to acquire the Wind Farm for an additional 114 MW of nameplate capacity and the purchase of 340 bitcoin for $27.1 million at an average cost to purchase bitcoin of $79,797. The use of funds was partially offset by proceeds from the sale of digital assets of $14.3 million and the sale of property and equipment of $3.7 million.
Cash flows from financing activities resulted in a source of cash of $433.6 million, primarily from the periodic issuance of common stock under our 2024 ATM and 2025 ATM of $319.3 million and securing an additional $150.0 million line of credit. As of June 30, 2025, the facility was fully utilized.
Bitcoin holdings:At June 30, 2025, we held a total of 49,951 bitcoin, including 15,550 bitcoin under our bitcoin asset management strategy, on our Condensed Consolidated Balance Sheets with a total fair value of $5.3 billion. The fair value of a single bitcoin was approximately $107,173 at June 30, 2025.
At June 30, 2025, approximately 7,877 of our total bitcoin holdings were loaned to third parties to generate additional return, 2,004 of our bitcoin holdings were allocated and actively managed under an SMA earning investment income and 5,669 bitcoin were pledged as collateral for outstanding borrowings under the Line of Credit. Bitcoin under our bitcoin asset management strategy are classified as "Digital asset - receivables, net" on the Condensed Consolidated Balance Sheets with a carrying value of $1.6 billion.
Consistent with our bitcoin investment approach, the remaining 34,401 unrestricted bitcoin were classified as long-term assets under "Digital assets, net of current portion" on the Condensed Consolidated Balance Sheets with a fair value of $3.7 billion. Our holdings as of June 30, 2025 excluded 2 bitcoin held by our equity method investee, pending dividend to us.
We expect that our future bitcoin holdings will generally increase but will fluctuate from time to time, both in number of bitcoin held and fair value in U.S. dollars, depending upon operating and market conditions. We intend to add to our bitcoin holdings primarily through our production activities and from time to time purchases. As a result of our adoption of the aforementioned strategy, we anticipate funding our operating and investing activities principally from available cash and cash equivalents and from our financing activities.
At-the-Market Offering Programs and Proceeds:As of June 30, 2025, we sold 20,406,546 shares of common stock for an aggregate purchase price of $319.3 million, net of commission and offering expenses of $3.7 million, pursuant to the 2024 ATM and 2025 ATM. As of June 30, 2025, approximately $1.8 billion of our common stock remained available for issuance and sale pursuant to the 2025 ATM.
Liquidity and Capital Resources:Cash and cash equivalents, excluding restricted cash, totaled $109.5 million and the fair value of digital asset holdings, including bitcoin under our bitcoin asset management strategy, was $5.3 billion at June 30, 2025. The combined value of cash and cash equivalents, excluding restricted cash, and digital assets, including bitcoin under our bitcoin asset management strategy, totaled nearly $5.4 billion as of June 30, 2025.
During the six months ended June 30, 2025, our operating and investing activities used $715.9 million of cash. However, we continue to hold a significant digital asset position, which appreciated by $682.3 million during the period. While we classify our digital assets and digital asset receivables as long-term, consistent with our bitcoin investment approach, both asset types are readily convertible to cash. Our significant bitcoin holdings, along with associated unrealized gains, provide a potential source of liquidity if monetized.
As of June 30, 2025, the Company had $350.0 million outstanding under its Line of Credit, with periodic maturities due within the next twelve months. Subsequent to the quarter end, we issued a $950.0 million aggregate principal amount of 0.00% Convertible Senior notes due 2032. Refer to Note 18 -Subsequent Events in the notes to our Condensed Consolidated Financial Statements, for further information.
We expect to have sufficient liquidity, including cash on hand and access to public capital markets, to support ongoing operations in the next 12 months and beyond. We will continue to seek to fund our business activities, and especially our growth opportunities, through the public capital markets, primarily through periodic equity issuances using our at-the-market facilities.
The risks to our liquidity outlook would include events that materially diminish our access to capital markets and/or the value of our bitcoin holdings and production capabilities, including:
Failure to effectively execute our growth strategies;
Declines in bitcoin prices and/or production, as well as impacts from bitcoin halving events, which would impact both the value of our bitcoin holdings and our ongoing profitability;
Significant increases in electricity costs if these cost increases were not accompanied by increases in the price of bitcoin, as this would also reduce profitability;
Deteriorating macroeconomic conditions, including the impacts of inflation, high interest rates, tariffs and trade wars, a prolonged recession, as well as instability in the banking system; and
Failure to access financing on terms acceptable to us or at all.
We expect that Staff Accounting Bulletin ("SAB") 122's rescission of SAB 121, which required an entity to recognize a liability and corresponding asset for its obligation to safeguard crypto-assets, will increase commercial banks' activity in our sector and provide us with expanded access to traditional financing, such as debt financing, project financing and other capital. Our access to financing sources on terms acceptable to us or at all is subject to market and other conditions.
CONTRACTUAL OBLIGATIONS AND COMMITMENTS
We contract with service providers for hosting our equipment and operational support in data centers where our equipment is deployed. Under these arrangements, we expect to pay at a minimum approximately (i) $116.9 million during the remainder of the calendar year 2025 and (ii) $327.4 million in total payments during the calendar years 2026 through 2028. Under certain arrangements, we are required to pay variable pass-through power and service fees in addition to the estimated minimum amounts.
As of June 30, 2025, we had a remaining commitment of approximately $51.4 million due for the purchase of miners and other mining equipment per our purchase agreements, to be paid in periodic installments throughout 2025.
Assuming the remaining outstanding Convertible Notes are not converted into common stock, repurchased or redeemed prior to maturity, (i) remaining interest payments of approximately $0.3 million and $3.2 million through the remainder of the calendar year 2025 for the 1.0% Convertible Senior Notes due 2026 (the "December 2026 Notes") and the 2.125% Convertible Senior Notes due 2031 (the "September 2031 Notes"), respectively, (ii) annual interest payments of approximately $0.7 million in the 2026 calendar year in connection with the December 2026 Notes and annual interest payments of approximately $6.4 million in each calendar year from 2026 through 2031 in connection with the September 2031 Notes and (iii) principal for each of the Convertible Notes upon maturity, for a total of $2.3 billion, will be payable under the terms of the Convertible Notes. Refer to Note 13 - Debt in the notes to our Condensed Consolidated Financial Statements, for further information.
We have operating and finance lease obligations related to land and office buildings. We expect to make payments of $1.4 million related to operating leases and no payments related to finance leases for the remainder of 2025, and $74.5 million and $89.6 million related to operating and finance leases, respectively, thereafter. Refer to Note 14 -Leases in the notes to our Condensed Consolidated Financial Statements, for further information.
We secured an additional line of credit for $150.0 million in the first quarter of 2025, collateralized by 3,250ofour bitcoin holdings. We used the funds for general corporate purposes. As of June 30, 2025, the facility was fully utilized.
CRITICAL ACCOUNTING ESTIMATES
We are not aware of any material changes to our critical accounting estimates set forth under the caption "Critical Accounting Estimates" in Part II, Item 7 of our Annual Report, which is incorporated herein by reference.
RECENT ACCOUNTING PRONOUNCEMENTS
See Note 2- Summary of Significant Accounting Policies to our Condensed Consolidated Financial Statements for a discussion of recent accounting standards and pronouncements.
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