Riot Platforms, Inc.

First Quarter 2025 earnings conference call. Please note that all participants have been placed in listen-only mode until the question and answer session begins following the company's presentation of its prepared remarks. Please also be advised that today's call is being recorded. I would now like to hand the conference over to Phil McPherson, Vice President of Capital Markets and Investor Relations at Riot Platforms. Please go ahead.

Thank you, Lisa. Good afternoon and welcome to Riot Platforms First Quarter 2025 earnings conference call. My name is Phil McPherson, Vice President of Capital Markets and Investor Relations. And joining me on today's call from Riot are Jason Less, CEO, Benjamin Yee, Executive Chairman, Colin Yee, CFO, and Jason Chung, Executive Vice President and Head of Corporate Development and

Strategy.

On the Riot Investor Relations website, you can find our First Quarter 2025 earnings press and accompanying earnings presentation, which are intended to supplement today's prepared remarks and which include discussion of certain non-GAAP items. Non-GAAP financial measures provided should not be considered as a substitute for or superior to the measures of financial performance prepared in accordance with GAAP and are included as additional clarifying items to aid investors in further understanding the company's First Quarter 2025 performance. During today's call, we will be making forward-looking statements regarding potential future events. These statements are based on management's current expectations and assumptions and are subject to risks and uncertainties. Actual results could materially differ due to factors discussed in today's earnings press release, in comments and responses made during today's call, and in the risk factor section of our Form 10-K and Form 10-Q, including for the three months ended March 31, 2025, which will be filed later today, as well as other filings with the Securities and Exchange Commission. With that, I will turn the

call over to Jason Less, CEO of Riot Platforms. Thank you, Phil, and

good afternoon, everyone. Before we dive into Riot's First Quarter 2025 results, I'd like to begin with a review of Riot's key accomplishments during the first quarter of 2025. Mining up time. Throughout the quarter, we were able to achieve an average uptime of nearly 90% in our Bitcoin mining operations, representing a significant improvement on prior periods and a testament to the work our teams have been putting in to enhance our operating efficiency. The acquisition of Rhodium assets and settlement agreements. As announced on April 28, Riot has acquired certain assets of Rhodium, Riot's final hosting customer, including all of Rhodium's mining operations and access to 125 megawatts of contracted power at the Rockdale facility. Riot and Rhodium have also entered into a settlement agreement in which we have mutually agreed to end all litigation between the two parties. This acquisition can potentially enhance our hash rate capacity in the near future, while giving us access to significant power capacity for future development. Further, it will significantly reduce operating losses and litigation costs associated with this legacy contract, which was inherited as part of our acquisition of Winstone US in 2021. This strategic acquisition aligns closely with Riot's long-term objectives to streamline operations, significantly reduce ongoing operating costs, and reallocate resources to our more profitable core business. Prudent financial management. As a result of our strong balance sheet, Riot has had limited use of our ATM program in 2025 year to date, limiting dilution to our shareholders. Instead, we have been able to access other sources of financing to fund the necessary capital for growth and operating expenses. For example, during the month of April, Riot sold our monthly Bitcoin production and also entered into our first Bitcoin collateralized credit facility with Coinbase, allowing us to leverage our strength to reduce dilution while maintaining a strong balance sheet, which remains a core pillar of our business strategy.

Advancing our AIHPC

data center business. Riot has made significant progress on building our data center business this quarter, and advancing on this objective remains our primary focus as a management team. In addition to the completion of Altman-Solonsky's ability study of Corsicana for data center development, we are expanding our site footprint with additional land acquisitions, are enhancing our internal expertise with key additions to the team, and are advancing ongoing engagement with potential counterparties. I am proud of what we have been able to achieve in the first quarter of 2025 and look forward to continuing to report on our progress throughout the year and beyond. With that, I would now like to turn the call over to Colin Yee, CFO of Riot Platforms, to present

our Q1 2025 financial update.

Thank you, Jason. I'm excited to present Riot's financial results for the first quarter of 2025. For ease of reference, we have highlighted key metrics on slide 6, which presents a snapshot of key financial and operating metrics for the first quarter of 2025. I'll give everyone a moment to look over the snapshot before

I jump into the details on the following slides. During the first quarter of 2025,

Riot increased its self-mining hash rate from 31.5x a hash to 33.7x a hash, representing a 7% increase over the course of the quarter, nearly keeping pace with the increase in global hash rate, which rose by 10% in the same period. Despite the global network hash rate growing at a slightly greater pace than Riot's deployed Riot produced 1,530 Bitcoin in the first quarter of 2025, an increase as compared to the 1,516 Bitcoin produced in the prior quarter. Riot was able to mine more Bitcoin than in the prior quarter due to substantial improvements in our operating efficiency. Year to date for 2025, we have increased Bitcoin holdings per million fully diluted shares from 44.3 to 47.4, representing a Bitcoin yield of 7% through the period ended March 31, 2025. Going forward, we will continue to focus on generating an accretive Bitcoin yield in order to ensure that our shareholders are able to participate in the long-term value creation opportunity that Bitcoin represents. Riot also ended the quarter holding 19,223 Bitcoin, an increase of 8% relative to the 17,722 Bitcoin that

we held at the end of 2024. For the first quarter of 2025,

Riot reported total revenue of 161.4 million as compared to 142.6 million for the previous quarter, a 13% increase quarter over quarter. This increase was primarily driven by increased uptime and improved operating efficiency in our Bitcoin mining business. Gross profit for the first quarter of 2025 was 73.6 million as compared to gross profit of 55.7 million for the prior quarter. Gross margin in the first quarter of 2025 equaled 46%, an increase from 39% in the prior quarter. Non-GAAP adjusted EBITDA for the first quarter of 2025 was negative 176.3 million as compared to non-GAAP adjusted EBITDA of 296.3 million for the prior quarter. Net loss for the first quarter of 2025 was 296.4 million or 90 cents per share compared to a net income of 136.4 million or 43 cents per share for the prior quarter. This net loss was primarily driven by -to-market adjustments due to the quarter-end decline in Bitcoin price and marketable securities tolling 271.2 million. As a reference, the Bitcoin price at the end of the fourth quarter of 2024 was $93,354, while the price at the end of the first quarter of 2025 was $82,534. This resulted in a -to-market downward adjustment of 208 million for the quarter. Net loss for the quarter also included depreciation and amortization expense of 77.9 million and non-cash stock-based compensation expense of 29.6 million. Cash SG&A for the quarter was 41.9 million, including one-time litigation expenses of 8.6 million and advisory fees of 3.0 million. Excluding these one-time expenses, Riot's cash SG&A expenses equaled 30.6 million, in line with our prior guidance of a run rate of 30 to

33 million per quarter for 2025. For the first quarter of 2025, Bitcoin

mining revenue totaled 142.9 million, a 13% increase relative to the prior quarter Bitcoin mining revenue of 126.3 million. This increase was primarily driven by an increase in Bitcoin production for the quarter, which resulted from our 7% increase in self-mining hash rate and enhanced operating efficiency. Bitcoin mining gross margin for the quarter was 48%, nearly flat when compared to the Bitcoin mining gross

margin of 50% for the prior quarter. Direct cost to mine, excluding depreciation,

in the first quarter of 2025 was $43,808 per Bitcoin, of which power costs amounted to $35,313 per Bitcoin, or 81% of total direct cost per Bitcoin. Quarter over quarter, our net power costs decreased from $0.038 a kilowatt hour to $0.034 a kilowatt hour, as Riot's power strategy continued to yield strong results. Direct non-power costs, which include direct labor, minor insurance, minor and minor related equipment repairs, land lease and related property taxes, network costs, and other utility expenses totaled $8,495 or 19% per Bitcoin mined, down from the fourth quarter of 2024, when direct non-power costs accounted for 21% of total costs. This represents the third consecutive quarter in which direct non-power costs, as a percentage of total direct cost per Bitcoin, have dropped, and is a strong demonstration of Riot's ability

to

leverage

improved economies of scale at our operating facilities. For the first quarter of 2025,

engineering revenue totaled $13.9 million, a 20% increase relative to the prior quarter engineering revenue of $11.6 million. Total revenue does not include $16.4 million of intercompany purchases made in the first quarter by Riot for capital expenditures associated with our mining operations. Riot's prior fiscal year 2025 guidance of $100 million in engineering revenue included approximately $16 million of intercompany purchases, which under GAAP accounting are not included in our reported consolidated results. That being said, we remain on track to meet GAAP guidance of $84 million, and we expect revenue to continue increasing in upcoming quarters. The engineering division also saw a return to profitability this quarter, achieving a gross profit of $2.1 million, representing a gross margin of 15%, as compared to a gross loss of $2.4 million in the prior quarter. Our recent acquisition of E4A solutions has helped support this profitability rebound in our engineering division, which continued to see robust demand growth as this was the first full quarter which incorporated the financial results of E4A solutions in our engineering business. With that, I would now like to turn the call over to Jason Chung to provide an update on our most recent transaction.

Thank

you, Colin. On April 28th, Riot announced the acquisition of Rhodium's operations and tangible assets, including all ASIC miners at our Rockdale facility, as part of a settlement agreement which also included an agreement to mutually dismiss all existing litigation and a release on all future claims not connected to the closing of the transaction. The transaction consideration totaled $185 million and was comprised of $129.9 million in cash, return of Rhodium's $6.1 million power security deposit, and $49 million in Riot common stock. For background context, Riot assumed certain legacy Winstone hosting agreements, including the agreement with Rhodium, as part of Riot's acquisition of Winstone US in May 2021. As outlined on this slide, Rhodium formerly occupied roughly one half of building B and all of building C at our Rockdale facility and had contractual rights to 125 megawatts of power capacity, representing a significant portion of total square footage and power capacity available on site. This legacy hosting contract was responsible for an approximately $14.6 million loss in 2024 alone and had a remaining term through December 2030. With this acquisition and settlement agreement, Riot has completely exited the hosting business and now has full control over the on-site infrastructure and 125 megawatts of power capacity previously dedicated to Rhodium at our Rockdale facility. We are in the process of evaluating the best use of this additional capacity to optimize the value of the additional infrastructure, power capacity, and on-site assets going forward. I will now turn the call back over to Jason Less.

Thank you, Jason. Riot had $48.9 million in capital expenditures in the first quarter, primarily to continue the 600 megawatt substation expansion at Corsicanum and advance on initiatives to enhance the optionality of the site for data center development. We have also incurred capital expenditures to grow Bitcoin mining hashrate at our Kentucky facilities. As part of our work developing our AI HPC data center business, Riot has secured the necessary easements for water Corsicanum while also acquiring additional land parcels for data center development. Riot is also in the process of securing additional fiber capacity for Corsicanum, which will increase the number of connections from two to four. By taking these early steps to address long lead items, we continue to aggressively pursue a value

maximizing outcome for our data center business. Riot's hashrate growth forecast for 2025

remains unchanged from our previously issued guidance. However, with the recent acquisition of Rodian's assets at our Rock Gate facility, there is potential upside to our hashrate forecast. Our operations team is currently in the process of performing a full evaluation of the assets to determine the value maximizing use of this new capacity. As this work is completed, we will update investors on the anticipated impact these

new assets will have on our hashrate guidance. Earlier this year, Riot commissioned a feasibility

study with Altman Salone, a leading consultant to the data center industry, to validate the opportunity for an AI HPC data center campus at our Corsicanum facility and to identify potential areas for improvement. We were pleased with the results of Altman Salone's feasibility study, which reinforced our thesis that large scale access to power in close proximity to tier one markets as we have at Corsicanum is scarce and valuable. Altman Salone identifies four primary factors at our Corsicanum facility that they believe make it ideally suited for data center development. Number one, secured power. Corsicana is fully approved to draw one gigawatt of power and we are actively developing infrastructure to support this power availability. Number two, owned land. Corsicana has 35 acres immediately ready to develop a first phase data center and in the coming weeks, we are closing on the acquisition of significant additional land. Number three, the attractive location. Corsicana is only 60 miles from a tier one data center market in Dallas in close proximity to existing core hyperscaler architecture. And finally, scalability. Beyond the 600 megawatts of available capacity at Corsicana, Riot has additional expansion potential through its existing portfolio and our engineering division provides critical

advantages to deliver on aggressive timelines. The civil work already completed at

Corsicana provides a prime development path for immediate first phase development for our AIHTC data center campus. The overview map on this slide shows the current layout of the site, which features the existing Bitcoin mining operation on 20 acres. Our current and future substation expansion, which upon completion will cover 15 acres and the remaining available footprint totaling 35 acres. While this area is well suited for our first phase development, we have proactively been procuring additional development acreage to fully utilize all one gigawatt of power. This month, we will be closing on an additional 355 acres of land less than a mile away from our Corsicana facility and we are actively pursuing multiple options to add additional acreage in the immediate vicinity of our Corsicana facility for future development. This additional land, combined with the favorable zoning and tax treatment in Navarro County, allows for maximum flexibility and expedited development timelines that we can offer to tenants. The Corsicana facility is already well suited for data center development and some of the largest constraints facing the market today, such as access to power, have already been solved. We are actively working to further improve the site and enhance its attractiveness to tenants. In addition to the progress on the power and land we've already made, additional areas where we have made progress in Corsicana include water. We are progressing with the development of two on-site wells and a municipal water source to bring ample additional water supply in 2026. In connectivity, we are in the process of bringing in additional fiber lines to the site to ensure an optimal amount of redundancy and diverse paths. This continued progress will ensure that our Corsicana site is the most attractive overall offering possible. We are working on an aggressive timeline to achieve the key milestones required for Riot to execute on our data center business objectives. In just the past few months, we have engaged industry experts, added expertise to our board of directors, and engaged financial advisors, all while continuing to develop the critical infrastructure components needed to achieve energization in 2026. Over the next few quarters, we will be further expanding our internal expertise to key hires and anticipate we will soon announce a -in-class team to further drive top-level execution on our data center business. This will allow us to complete the basis of design for the first phase of the Corsicana data center campus, which will ultimately result in us securing an attractive lease with a high-quality tenant. We are continuing to make rapid progress through the pursuit of this initiative and have engaged with several counterparties who are already performing due diligence and will continue to share updates on our completion of these key milestones as they occur. In closing, Riot's first quarter 2025 results were driven by our Bitcoin mining business and resulted in one of our strongest quarters as a result of improved operating uptime and other efficiencies. Riot's cost to mine in the first quarter of 2025 was essentially flat with the fourth quarter of 2024, despite the network difficulty increasing by 10%. Riot's proven power strategy continues to differentiate us from our competitors. This strategy continues to result in one of the lowest cost to mine Bitcoin amongst our peers, a key differentiator in our industry. Strong and efficient Bitcoin production combined with prudent financial management has resulted in a Bitcoin yield of 7% -to-date. We will continue to focus on achieving industry-leading results while minimizing dilution and accomplishing our goal of maximizing value of all available power capacity. The development and leasing of an AI HPC data center is our primary focus in 2025, and we will continue to build on the incredibly positive momentum already underway. We are investing in building and design ready to meet hyperscaler demand and create the most compelling data center offering possible as we sit in an enviable position with one of the most attractive data center sites available in the country. I look forward to updating you on our progress. We will now open the call up for questions. Operator.

Thank you. As a reminder, if you would like to ask a question, please press star 1-1 on your telephone. You will then hear an automated message advising your hand is raised. If you would like to remove yourself from the queue,

press

star 1-1 again. We also ask that you wait for your first and last name to be announced before proceeding with your question. One moment for the first question. Our first question will come from the line of Nick Giles of the Riley Securities. Your line is open.

Thank you, operator. Good afternoon, everyone, and guys. Congrats on the progress so far. My first question, if I'm not mistaken, Riot was behind the inception of the large flexible load task force, if I'm saying that correctly. I was curious what your main learnings are thus far in this process where you could be moving away from power loads that are more flexible towards power loads that are more redundant in nature.

Yeah, Nick, I wouldn't say Riot was necessarily behind the large flexible load task force. The inception of that task force was from legislative actions in Texas, but we are closely involved in public policy efforts, so we really keep our ear to the ground on that and try to contribute industry insight, expertise, and viewpoints to ensure regulators are as successful as possible with what they're trying to accomplish. The color I can give you is that you think about the large flexible load task force. It's not just about pertaining for high prices or participating in the ancillary services, although that's a big part of it. There's a host of technical qualities and characteristics that it's important for all large loads to meet on a grid. So, if you look at the large load task force, the technical aspects and requirements, and I think we've developed a very strong capability in respect to understanding regulator viewpoints, understanding grid operator requirements, and what they're looking for for any type of large load. I think that experience interacting with grid operators is one of the really unprecedented volumes of power.

Jason, I appreciate all that color. My next question was just really how you're thinking about how you're approaching potential economics here. Given that it seems like some of these key capital projects are being completed now, what could the benefit ultimately be in any deal, or is there any targeted level of capex that we should be thinking about on the back of these?

I think it's too early to know what that exact type of target is. There remains a variety of structures and flavors that this could come together. Of course, we're focused on the structure that is going to maximize shareholder value. So, we don't prejudice any structure necessarily, but we're looking at the options and looking at what is going to get us the value of our assets, which we believe are scarce and valuable. What we're doing, Nick, with the work we have going on right now, is ensuring the ball moves forward. The fact that we are continuing to build that substation, bringing additional fiber to the site, to bring additional land, to bring in additional water, all of these things continue to progress on the site. It's really, you can think about it advancing on what would be the powered shell stage for traditional development. And doing this work, we think is making the overall offering just more attractive as time goes on. But the core of your question, what does this mean for development costs or those types of specifics, I think it's too early to say. Our focus is on making this as valuable as possible and ensuring

we're as successful as possible when engaging with hyperscalers.

Fair enough. Well, again, congrats on the progress so far and continue best of luck.

Thank you.

Thank you. One moment for the next question. And our next question is coming from the line of Patrick Molley of Piper Sandler. Your line is open.

Hey, how's it going? This is Will Kops on for Patrick. Thanks for taking my question. So, since you all began looking at AI HPC opportunities, in your conversations with potential tenants, have you sensed any tone shift or change in demand or change in potential decision-making timelines or signed deals?

Thanks. Yeah, well, I would say that demand continues to be robust as it's ever been. And I think we're starting to see more commentary from other hyperscalers that reinforces that. So we've continued to be very encouraged by the feedback that we've received, not just from hyperscalers, but potential financing partners, which would be critical in this development as well. And everyone continues to recognize the value of power that can be delivered in the near term. In this case, we're talking about 2026. The fact remains, there's approximately five gigawatts of data center capacity being used for generative AI today. And the forecast is we're going to need about 30 gigawatts by 2030. So that's a pretty big delta to fill in a pretty short period of time. And as a result, we continue to see strong demand. There's been commentary, I believe on Meta's earnings call yesterday, about how they're increasing cap expand and commentary from other hyperscalers that they continue to be extremely focused on securing more data center capacity. So we're encouraged.

And then maybe the quick follow-up, mentioned financing partners. Can you give us an idea of what would project level financing for one of these deals look like? Would you tap into the Bitcoin treasury channel like you mentioned with the April production or what would that look like?

Yeah, well, we will look at whatever is the value maximizing option and whatever is going to give us the best cost of capital. That's what decision comes down to. So I wouldn't preclude any option. I think details of what a financing deal would look like would really be dependent on the off-ticker terms. We're not, of course, at the level of discussing, we're not at the stage of discussing that level of detail yet, but we believe we're very well-positioned on the financing sources with our advisors evercore in Northland. And we really think the quality of the tenant is going to, that we eventually would be able to secure, is going to positively influence the amount and the quality of financing options available to us. So that's why our focus remains on not just getting a deal in a binary sense, but going after blue chip, very strong counterparties where the market will value those cash flows and those cash flows can be

securitized.

Thanks a lot, guys.

Thank you. One moment for the next question. And our next question will be coming from the line of Paul Golding of Macquarie. Your line is open.

Thanks so much.

Congrats on

the efficiency approaching 90%. I wanted to dive into some of the commentary around the HPC focus for this year. To what extent is the vertical integration with CSS Metron something that has come up in discussions or that you see as being additive to timelines or ability to deliver on an HPC client's expectations? And then secondly, just wanted to touch base on power across a couple items, one being backup generation and the presentation you noted, on-site backup diesel generation. Just wanted to get a sense of some of those other long lead time items, how you're approaching that, how much is stocked, or how you're looking at that. Thanks so much.

Yeah, Paul. Thank you for the question on the vertical integration. We think this is a really important differentiator that Riot has. We have an electrical engineering and manufacturing division with the CSS Metron that engineers and manufactures critical switch gear. And by the way, manufactures it here in the United States, which is becoming increasingly important when you think about de-risking supply chains. But our recent acquisition of E4A also enhances our ability to do electrical work using the skill set that, as you can imagine, when everyone is doing these data center demands, is very constrained and difficult to secure that type of expertise. I'll also add that E4A does a considerable amount of work in generation, so they can be very helpful on the backup generation side. So feedback that we've gotten from E4A, they have been positively inclined around the fact that we have this differentiating capability. On the generator side, as I touched on, that's something that our engineering division has an expertise and does on a regular basis for counterparties. So we think we've come well positioned there and we'll have good insights into that supply chain. We don't have any commentary on if we secure or when we will secure backup generation and lead time on that yet, but that is a key component. So that's something that we'll be paying close attention to in order to be aggressive on delivery timelines.

Thanks, Jason. If I could just squeeze one housekeeping question in here as well. I see in the presentation that you have one gigawatt approved. Obviously, that's the entirety of the current Corsicana site and then passed to HPC fully contracted one gigawatt as well. Presumably, that's adding 400, not reallocating some Bitcoin mining power. Is that correct?

What we're trying to show on that slide is that we have one gigawatt approved. 400 megawatts is currently being utilized for Bitcoin mining and 600 megawatts is available for a AIHTC data center deal. However, if economics are attractive and things develop on the line, a whole one gigawatt is potentially on the table. The focus is just maximizing the value of that asset overall. Great. Thanks so much, Jason. Thank

you. Thank you. One moment for the next question. And the next question is coming from the line of Ben Somers of BTIG. Your line is open.

Hey, guys. Good afternoon. Thanks for taking my questions. So first, on the recent... Hi, guys. Good afternoon. Thanks for taking my questions. On the recent $100 million credit facility with Coinbase, just kind of curious why now for this and how are we thinking about the capital strategy moving forward here?

Oh, yeah. Turn that over to Jason, Sean.

Sure. Thanks, Jason. Thanks for the question. I think our financing activities this quarter could give a good sense of how we're thinking about all the different financing options that have available to us. So we saw extremely limited use of the ATM and therefore very minimal dilution to our shareholders. When we did issue into the ATM, we achieved an average share price of $13.05 per share. So we feel pretty good about our timing when we did utilize the ATM on a limited basis. But in addition to that, we took two other steps. In April, we started selling our monthly Bitcoin production as well, raising additional funds that way. And now with the Coinbase facility, we've opened up another avenue of financing for us that again, sidesteps the ATM. So as we see weak valuations in the market at the moment, we've been very actively exploring these alternative financing options and we'll continue to aggressively pursue other options in the market as they're available. That comes within the constraint on the debt side, on the leverage side, we've previously mentioned of targeting no more than 40% debt to Bitcoin on our balance sheet to maintain. What we feel is a fairly comfortable sort of margin of safety on that.

Awesome. Thank you. Then my follow-up, so kind of on the topic of global hash, any color now you think about global hash trending in the current tariff environment and kind of can this open up any opportunities for you guys to increase market share, whether in 2025 or beyond there?

Yeah, Ben, I think tariffs will generally impact a fair amount of miners' growth plans. And I think we're already seeing some commentary from different miners on how they're reevaluating their hash rate growth forecast. Riot is in a good position for a number of years now, dating back to 2023. When we entered into a long-term miner purchase agreement with Micro VT out of the US production facilities, that's really helped insulate us from tariffs, at least for growth plans in 2025 for hash rate so far. So I think the opportunity for Riot is that would it be more expensive to perhaps grow Bitcoin mining operations? Global network hash rate may not grow as quickly towards the end of the year, assuming the Bitcoin price remains where it is. Of course, if the price goes up, that would probably incentivize more development. So I think with where Riot is today and the development that we have going on, we get a good market share from where we're at and our low-cost operations will ensure that we continue to have a healthy margin through any volatility in hash price.

Thanks for taking my questions.

Thank you. One moment for the next question. And the next question will be coming from the line of Darren Afdahafi of Roth. Your line is open.

Hey guys, thanks for taking my questions. First, once I may, just Jason, you talked about there's a lot of moving parts here with acquiring more land, kind of expanding your water capabilities and then redundant fiber. So I guess the first question is just around, once you get the substation in the existing pad you have in the deck, what's the capacity theoretically for HPC there? And then I guess what steps have to be taken to kind of make that other piece of land that you're in the process of acquiring kind of usable? And what's kind of the timeline we can think about in terms of phases theoretically? And I guess how that kind of dovetailing into kind of least discussions? Thanks.

Yeah, so there's a number of development strategies that you can take with the amount of land that's available there. You can get very aggressive on density. The trade-off could be higher cost and potential limitations on future proofing of the design. Or the reason that we are procuring more land is the more footprint you have available, just the more development options that you have. So the fact that we have a substation that's coming on and a development pad that's already completed makes conversations really helpful with potential tenants, hyperscalers, because this isn't a greenfield exercise for a first phase. You can begin on a first phase and work on additional phases in parallel. The main thing we would need to do to get those additional phases ready would be some civil work. We're not acquiring just development pads there. There would need to be civil work done to get those sites ready for development, as well as some electrical work. But I think typically from what we've seen in the market, large players, large tenants are looking for multiple phase developments. The fact that we can get started with one right away and then being able to continue from additional phases in parallel in the future makes the offering possible. So we don't have strong guidance on what I can tell you is possible on that site, on that footprint. I think something in the range of 100 to 200 megawatts of critical IT load, depending on that tenant's preference, can be done there. But with higher capital expense, you could get higher density there. The name of the game for us is improving the optionality of the site, making it a successful position as possible when we're engaging with hyperscalers.

Great. Now if I could squeeze one more in. Just with the rhodium building, what's the feasibility that that could be used for something other than Bitcoin? And I guess what's the decision process between potentially retrofitting that 125 for HPC or actually using existing capacity at your course of Canada that you just built?

Thanks. Well, I think it's too early to tell exactly what we're going to do with the assets and the power capacity that we acquire. We want to choose the value maximizing approach with these assets. The fact that there's part of a substation that's already been built means that this could potentially work for any HPC data center development as well. It's going to have all the same qualities as a course of Canada, which is why we're most focused on course of Canada. But what we get that's really valuable with this acquisition is we eliminate the ongoing hosting loss, we eliminate the ongoing litigation loss, and we get a meaningful amount of power that we can decide what to do with. So like I said, we're going to choose the value maximizing approach with that capacity. More specifically to address your question, Darren, I don't think we would retrofit that building for AI HPC, but we have land available around there. We have the potential to build a data center development or building around there to just use the power that's already available, if that's the path we chose. Still too early to say.

Thank

you. Thank you. One moment for the next question. And the next question is coming from the line of Reggie Smith of JPMorgan. Your line is open.

Hey, thank you. So two questions for me. The first, I know you talked about tariffs, and I think you were referring to ASIC prices. I was curious if there's any exposure on the power infrastructure side to higher tariffs, and I got a follow-up. Thank you.

Yeah, so Reggie, good question. So on the power infrastructure side, it can kind of depend on the component, right? So when you're looking at at least like the switch gear side, and what components like our engineering division produce, they produce those domestically. So at you know, purchasing from the OEM would not be subject to tariffs. They have their own components that they source to put this equipment together though. And it's such a fluid situation with tariffs, but it really is changing in the views. Ideas are changing on a -to-day basis. It's too early to say what it would impact, how it would impact our engineering division and their components. But more broader from other suppliers of electrical infrastructure, in particular, if you're talking about high voltage transformers, it would of course impact the cost of transformers that would be produced in China or other electrical equipment that would come from China. So we're seeing a lot of things happen all over the marketplace. We're staying really close to it. Too early to say what the overall impact would be.

Understood. Got it. And then this may be a tough question to answer, but I'm thinking about you know, milestones along the path, more client-facing milestones on the HVC side. And so as we think about the next 12 months or so, like what are some things we should look for to kind of let us know that you guys are kind of moving the ball down the field? Obviously, you don't have to give me any dates, but like what type of announcements should you know, should we be looking for or thinking about?

Yeah, that's a good question, Reggie. I think you'll see us continuing to work at building internal team to optimize our success here. That doesn't necessarily mean that we would be building something like this on our own. Building internal expertise would augment and support our ability to be successful in a JV type of structure as well. So we're going to continue to work on building that team. We are working on completing a basis of design for what a potential data center would look like. That way we have something more concrete that we can have discussions around. We think that would be very helpful. And of course, the ultimate milestone finish line would be securing a lease at a tenant. And you know, they would ultimately have their requirements on what design work would look like. So, you know, we would work collaboratively with them on what that design would be. And in addition, also, you know, financing would be an important milestone along the way there. So we are really focused on this. We strongly believe in the opportunity here. And we think there is a great opportunity for Riot to build a AI HPC data center business. And that's our priority. And I think we are in a very good position to be successful at doing so.

That makes a lot of sense. I'm not sure if you can, if there is anything else that would happen, but related to that tenant agreement, are there any, you know, kind of milestones there that may precipitate a deal or proceed a deal that we may look for? I don't know if it's a translucent negotiating window. Like, what typically happens there? Or is it just that, you know, a lease is announced with no forewarning from the market perspective?

Reggie, I think you'd probably see some commentary around an LOI before a

lease takes

place. You know, a lease in this type of arrangement is a pretty big undertaking. And it's typically preceded by the two parties entering into an LOI. You know, what the terms around that LOI are, I can't say right now. But that would probably be a first step that you see before a

lease. Okay.

That makes sense. Perfect. Thank you, guys. Thank you.

Thank you. One moment for the next question. The next question is coming from the line of Bill Papanasdiayo of KBW. Your line is open.

Good evening. Thanks for taking my questions, gentlemen. For the first one, I was just hoping you could provide some more color on how you expect cash off-ex to trend following the settlement with Rhodium. Is that $27 to $30 million target for quarterly SG&A still play or could we expect that to come even lower in the second half of 2025 now that that settlement has finalized?

So, Bill, our guidance on run rate SG&A for 2025 was $30 to $33 million per quarter. Now, that does not include these one-off non-run rate expenses like you're asking about, litigation expenses. It's really just so difficult to predict those. Those come so lumpy and different milestones come up. For example, this quarter, all of a sudden working on an acquisition and settlement agreement with Rhodium in the midst of a bankruptcy process they had underway, something we could have forecasted 12 months ago, but suddenly a bunch of expenses incurred around that. So, we feel good about our guidance on $30 to $30 million run rate SG&A, a cash SG&A, so the expenses that are core running our business. Litigation or any type of special advisory fees, that's more unpredictable. We still do have active litigation with one of the former hosting customers, GMO, and we very likely will incur litigation expenses on that, but it's very difficult to predict. So, we can't provide guidance around that right now.

I appreciate that call and apologies. I got that target number incorrect. In the last earnings call, it was mentioned that you guys were analyzing all sorts of deal structure options in order to maximize shareholder value. Has your assessment of these options changed since the last update and have you been able to narrow down on selection further? Yeah,

so as you noted, Bill, we're most inclined to the options that's going to maximize the value of our assets, and from that perspective, we are narrowing down, narrowing in on a bill to suit data center being our optimal path. We believe that

that type

of structure can take all sorts of flavors from us being solely self-performing in developing that to entirely relying on a GED infrastructure development partner or kind of somewhere in between. In any one of those scenarios, though, a financing partner is critical. That's an area where our advisors, Evercore and Northland, have been especially helpful, and we've received

strong interest from potential financing partners because of the quality of

involved greater internal capabilities than what we entered 2025 with, but we are rapidly assembling a data center team and we are bringing upgraded capabilities to the table for more serious discussions. All that being said, if there is a world where another structure or option, such as doing a powered shell or doing leased land, maximizes value, we are very open to that, but that's not what we're seeing in the marketplace today. So what we're trying to do is maximize our ability to be successful with a bill to suit data center option while keeping an eye on any potential deal structures and keeping

an open-minded approach. Appreciate the color. Thank

you. Thank you. One moment for the next question. And our next question will be coming from the line of Martin Toner of ATB Capital Markets. Your line is open.

Thank you for taking the question. Is there, now that you are being more flexible with respect to the way you raise capital, is there a way we should think about the range around which you guys will choose to hold mind Bitcoin going forward?

Martin, I think the way that we're thinking about it is we're in a great position where we've created, we put ourselves in a position where we have lots of levers for financing all the time. We have the ability to run ATM. We have a large Bitcoin balance. With the Coinbase facility demonstrated, we can take a very low-risk vehicle to borrow against that balance. We're working on other types of financing options as well. As you noted, we can sell out of our monthly production and still maintain a very strong Bitcoin balance. So the way we look at it, Martin, is we're looking at our capital needs and we're trying to choose the lowest cost capital, least dilutive option at any time. In the recent month, that was selling our month in production. We may continue to do that in upcoming months, but it's something that we evaluate in an ongoing basis. We're just always looking at what our best position is amongst all the options that we've had. We're grateful to be in the position we have this many levers to choose from every day.

Makes sense. Thanks.

On this

nearby

course of Canada, I'm assuming that will need to go through the typical process before you guys can start holding?

No, there's no regulatory process. We already have the power approved at our location. Us buying additional land is a very simple land acquisition and that just gives us additional land on the watch to use the power from our existing FAA.

It's perfectly fungible with the existing assets that are already approved.

Yes.

Awesome.

Thanks. Thank you. One moment for the next question. And our next question will be coming from the line of Mark Granthal of Northland Capital. Your line is open.

Hey guys. Thanks. In your discussion with potential tenants, any interesting or helpful feedback you're getting from them on the course of Canada site? And then as a follow up to that, at this point, does any one or two potential tenants stick out or is it kind of a wide open contest right now?

Starting with your second question, Mike, there are a number of hyperscalers and even large companies beyond hyperscalers that are in high need of power data center capacity to meet their growth targets. So I would say, especially because of the location of our site that allows it to be used for generative AI training inference or cloud applications being 60 miles away from Dallas, a tier one data center, there's a lot of different things you can do with that site. So, you know, our view is the whole hyperscaler landscape and beyond that, our potential tenants in this, for the course of Canada facility. As far as feedback, feedback from our advisors has matched really what we've gotten from tenants. And that's why we've been working on improving the land, adding water and additional fiber connectivity. These weren't things that were holding us back, but we've gotten feedback on what we can do to make the offerings more compelling and put ourselves in the best position possible to be successful. So we have a great site is in a very good position as it is. And what we've just been working on in parallel with having these conversations is doing different things to enhance the overall offering and put ourselves in the best position to be successful.

Got it. Thank you. That's helpful.

Thank you. One moment for the next question. The next question is coming from the line of Brian Dobson of Clearwater. Your line is open.

Hi, thanks so much for taking my question. I was wondering if you could comment and give us a little bit of color on what you're seeing as the core driver of the, you know, call it semi-recent uptick in global hash. Can you perhaps opine on where that's coming from, which regions of the globe, and if you think it's sustainable, certainly appears that way.

Yeah, Brian, it's a good question. You know, there's always a lag between when hashrate is getting deployed relative to market signals. So here we are now on May 1st, and it was, you know, about six months ago when Bitcoin really started taking off, leading up to and then after the election. So for miners who saw that increase in hash price then and wanted to act on it, their hashrate is coming on now. I think we're seeing global advancement in hashrate. I don't have any particular area that I could tell you is, you know, particular global hotbed, but there remains to me, I think, robust continued growth here in the United States. A number of our publicly traded peers are still under, still accomplished significant hashrate growth this year and have more underway. So it seems to me that the publicly traded Bitcoin miners continue to contribute to a lot of the global hashrate growth.

Yeah, certainly. Thanks very much for that color. I mean, we're hearing that there are some pockets globally that are pushing it forward, so we appreciate it. Thanks very much.

Thank you. One moment for the next question. And the next question is coming from the line of Joe Flynn of Compass Point Research. Your line is open.

Hi guys. So let me maybe expand on the initial development you're doing at the site. You kind of touched on it, but specifically was, you know, adding a Fire Alliance customer directed and ultimately kind of what that process entails. Is it, you know, outsourcing to Optics supplier and any, like, you know, completion timelines would be helpful.

Yeah, good question. It was not a request from a potential tenant. It was just something that we've identified in the process that adding that would enhance our ability to sign a lease quicker and get a, get, be able to have a data center fully utilized on that site quicker. So we have just been looking at things from feedback we've gotten that we can do to improve the offering of the site and improve our ability to get a lease with strong economics with a strong tenant. We think additional fiber probably could be completed in about 12 months. That would be used by, we would use a third party to get that done. The good news is because of the area that the Corsicanis site is in, 60 miles from this tier one market in Dallas, that there's a significant amount of fiber that we can tap into that area to add additional lines. So it's not as of an activity as it may be in a more remote location. What's also interesting is because of the close proximity of our two sites, we even have the ability to potentially run dark fiber between the two sites. So for a tenant that was looking for a substantial amount of capacity, and was interested in both sites, they could potentially have a 1.7 gigawatt campus connected with their own fiber in between. So we're in a good area to do this. We're bringing it outside help to help us get this done. Probably take about 12 months to complete the additional fiber.

That's really good, Coller. And then those are longer term opportunity, but I think at one of your site visits, you talked about the potential to do on-site generation. I think the deck says using generators, but there's also been a lot of interest in these microgrids. Do you ultimately see the opportunity to run that gas turbine as a source of redundancy in addition to your grid connects? Any color there would be helpful.

Yeah, from the work that we've done, Joe, we think that diesel generation would be the ideal way to provide backup redundant power at the Corsicanis facility. With our capabilities from U4A, like I touched on with earlier question, they bring a strong expertise in that gas generation. So if there was an opportunity to use power, I'm sorry, to use gas to provide, I'm sorry, if we have the ability to use gas to provide backup generation using natural gas, that would be something we'd be very well

positioned to do with them. But of course, a cam out likely would be useful.

All right, thanks.

Thank you. One moment for the next question. And the next question is coming from the line of John Todaro of Needham. Your line is open.

Great. Thanks for taking my question. I just wanted to go back to two points that were brought up earlier. You mentioned an LOI is not in place right now. I just want to confirm that. So no LOI right now. And then the second point, you said you'd be very open to a powered shell, but you didn't think the market wanted that right now. I think we kind of got some of the sense that hyperscalers are maybe pushing Bitcoin miners to do a powered shell. So that'd be interesting if that's not the case, that they want a full stack build. But would love to get color on those two.

Yeah, John. So there's not an LOI in place right now. With respect to my comments on a powered shell, what I meant to convey was we do not believe that is a value maximizing route for RIOT specifically. For example, there's a lot of interest in just leasing land. That would not be value maximizing for RIOT based on what we're seeing right now, but we remain open to that in case the right deal structure came along. I think they, hyperscalers out there are looking at all types of options. They are looking to just lease powered land. They are looking to take powered shells and they are looking at build data centers as well. So our objective as a management team is to maximize the value of our assets, keep an eyes wide open approach on the way that might be. But what we're seeing right now is that a built-in data center is likely the best way for RIOT to accomplish that.

Understood. And you get the sense that if they want a powered shell instead of that, you would maybe just do Bitcoin mining with Corsicana? Is that kind of option number two?

We're not really thinking about it like that right now. To be honest, John, we're pretty committed to this path. We believe that we can be successful in building a data center at Corsicana. We think it's just such an attractive offering. We are working on putting together a team that will be able to deliver a build here. And I think that's an important differentiator that RIOT is going to come to these conversations. So yeah, we're not thinking of HTC or Bitcoin mining right now. We are committed to

the data center path. Understood. Makes sense. Sounds good. Thank you, gentlemen. Thank you.

Thank you. And this does conclude today's Q&A session. I would like to turn the call back over to Phil for closing remarks.

Thank you, Lisa. Thank everybody for joining us today on RIOT's first quarter earnings call. We look forward to updating you on our future progress. Take care.

Thank you all for participating in today's conference. You can now disconnect.