Core Point - CoreWeave is in talks to acquire Core Scientific, a digital infrastructure company, after a previous attempt failed about a year ago [1] Group 1: Acquisition Details - The acquisition deal could be finalized in the coming weeks if negotiations proceed without obstacles [1] - Specific terms of the negotiations are currently unclear, but Core Scientific has experienced rapid growth recently, which may lead to a significant premium [1] Group 2: Company Background - CoreWeave provides cloud infrastructure for artificial intelligence capabilities and partners with several large tech companies [1] - Microsoft is the largest customer of CoreWeave, accounting for 62% of its revenue in 2024 according to its IPO filing [1] - CoreWeave acts as an intermediary, leasing access to NVIDIA graphics processing units for companies like Meta and IBM [1]

据报道，CoreWeave洽谈收购Core Scientific。 ...

CoreWeave洽谈收购Core Scientific。（华尔街日报） ...

市场消息：CoreWeave洽谈收购Core Scientific。(新浪财经) ...

Financial Data and Key Metrics Changes - The company faced significant headwinds in 2022, including a drop in Bitcoin prices and a rise in energy prices, leading to a Chapter 11 filing in December 2022 [5][6] - The company reemerged in January 2024 and has since signed contracts worth over $5 billion to build out 590 megawatts of data center capacity [7][8] - The company has approximately $800 million in cash and liquidity, with the potential to leverage contracts for an additional $4 billion, totaling nearly $5 billion in equity capital for new deals [11] Business Line Data and Key Metrics Changes - The company transitioned from Bitcoin mining to a data center business model, aiming to capture significant market share in the high-density colocation space [10] - The company is developing data centers with power densities of 150 kilowatts per rack for 2025 and plans to increase this to over 200 kilowatts for future deliveries [21][22] Market Data and Key Metrics Changes - The company is focusing on low-latency sites, with many of its contracted sites achieving sub-10 millisecond latency, which is critical for their end customers [14][15] - The company is exploring opportunities in markets outside major metros, recognizing pockets of opportunity in areas like Northern Virginia [17] Company Strategy and Development Direction - The long-term vision is to build a large-scale data center platform that rivals Digital Realty and QTS, leveraging unique capital structures to facilitate growth [10] - The company aims to reduce customer concentration below 50% by 2028 through both organic and inorganic growth strategies [11][42] Management's Comments on Operating Environment and Future Outlook - Management highlighted the challenges posed by utilities, including the ability to change power agreements even after contracts are signed, which poses risks to data center operations [61][62] - The company is optimistic about signing new contracts to diversify its customer base and reduce reliance on a single customer, targeting significant EBITDA contributions from new deals [74] Other Important Information - The company achieved a 3700% internal rate of return (IRR) on a unique data center deal, which management believes is unprecedented in the industry [28] - The company is actively engaged with multiple hyperscalers and has undergone onboarding processes to position itself for future contracts [56] Q&A Session Summary Question: What is the company's long-term growth strategy? - The company aims to grow market share while maintaining attractive return profiles, recognizing the need to diversify its customer base and increase its footprint [36][37] Question: How does the company plan to manage customer concentration? - The company plans to add incremental customers and potentially crystallize value from existing data center builds to reduce exposure to large customers [40][42] Question: What keeps management up at night regarding data center capacity? - The primary concern is the unpredictability of utilities changing power agreements, which can impact the company's ability to deliver on contracts [61][62] Question: How does the company view the current demand from hyperscalers? - Management noted that hyperscalers have become more specific in their geographical requirements, moving away from broad demand to location-specific needs [31][32]

In our previous report we argued the investment case of Core Scientific. We highlighted how CORZ transformed itself from a struggling bitcoin miner to a key AI -Infrastructure with the help of the contracts and capex commitmentsWe are a group of experienced investors that like to dig deeper into stocks to find growth stories at a reasonable price with strong economic moats. We also aim to conduct high-quality analysis by deep diving into valuations, key business drivers, risk/reward, and different future sc ...

Core Viewpoint - Applied Digital (APLD) and Core Scientific (CORZ) are positioned as key players in the AI infrastructure sector, responding to the increasing demand for high-performance data centers [1] - Both companies have formed significant partnerships, with APLD collaborating with Nvidia and Macquarie, while CORZ partners with CoreWeave [1] Financial Comparison - APLD reported Q3 fiscal 2025 revenues of $52.9 million, a 22% year-over-year increase, but missed estimates by $9.99 million; loss per share was 16 cents, lagging estimates by 45.5% [2] - CORZ posted Q1 2025 revenues of $79.5 million, down 55.7% year-over-year, with a loss per share of 10 cents, beating expectations by 16.7% [3] Strength of AI Strategy - APLD's AI strategy focuses on its Cloud Services segment and the Ellendale campus, which is under construction; however, it plans to divest its Cloud business due to conflicts with its data center leasing model [4] - CORZ has integrated AI infrastructure into its operations, with a partnership with CoreWeave that includes a take-or-pay structure for up to 590MW of AI capacity by 2027 [5] Growth Prospects - APLD's growth is tied to its 400MW+ Ellendale development, with 100MW expected online by Q4 2025 and a 1.4GW pipeline supported by Macquarie and SMBC [8] - CORZ aims to deliver 250MW to CoreWeave by the end of 2025 and expand 300MW at existing sites, with plans for an additional 400MW in new locations [8] Estimates Comparison - The Zacks Consensus Estimate for APLD's fiscal 2025 sales implies a 52.8% year-over-year improvement, while EPS estimates have remained stable [9] - For CORZ, the 2025 sales estimate implies an 18.5% decline, but EPS estimates have been trending upward [11] Price Performance & Valuation - In the past month, APLD shares surged by 63.1%, outperforming CORZ, which rose by 49.5%, driven by increased demand for AI services [15] Investment Considerations - Both APLD and CORZ currently hold a Zacks Rank 3 (Hold), complicating the investment decision [17] - APLD has a style score of 'D' indicating strong growth prospects but an expensive valuation, while CORZ's style score of 'F' reflects its expensive valuation and low growth potential [18] - CORZ is ahead in AI strategy execution and customer partnerships, while APLD faces strategic uncertainty due to its Cloud divestiture [19] - APLD shows stronger revenue growth momentum and EBITDA improvement, suggesting better potential for wealth generation for investors compared to CORZ [20]

Core Scientific, Inc. (CORZ) came out with a quarterly loss of $0.10 per share versus the Zacks Consensus Estimate of a loss of $0.12. This compares to earnings of $0.19 per share a year ago. These figures are adjusted for non-recurring items.This quarterly report represents an earnings surprise of 16.67%. A quarter ago, it was expected that this company would post a loss of $0.10 per share when it actually produced a loss of $0.01, delivering a surprise of 90%.Over the last four quarters, the company has s ...

Financial Data and Key Metrics Changes - Total revenue for the quarter was $79.5 million, down 16% sequentially, with adjusted EBITDA at negative $6.1 million [34] - The sequential revenue decline was primarily driven by mining disconnections and relocations as the company continues converting sites to support high-density colocation [34] - The company earned 7.19 Bitcoin in the first quarter compared to 9.74 in the fourth quarter [34] Business Line Data and Key Metrics Changes - The company is focusing on high-density colocation, with significant progress made on contracts with CoreWeave, which are foundational to its growth strategy [9][18] - The company has a sales pipeline that includes a healthy mix of hyperscale and large enterprise customers, with several non-hyperscale deals ranging from 50 to 100 megawatts [12][13] Market Data and Key Metrics Changes - The demand for AI infrastructure is strong, with large enterprises beginning to roll out AI use cases, indicating a shift in market dynamics [7][11] - The company is positioned as a major supplier of infrastructure for AI workloads, capitalizing on the dislocation in the market where traditional data center providers struggle to meet density requirements [8] Company Strategy and Development Direction - The company aims to diversify its customer base, targeting to have CoreWeave represent less than 50% of its billable capacity by the end of 2028 [14] - The strategic priorities include executing on CoreWeave contracts, expanding data center capacity, and exploring M&A opportunities to enhance growth [20][21] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the sustained demand for high-density infrastructure, despite market noise suggesting a softening demand for AI infrastructure [11][28] - The company is focused on disciplined execution, sustainable growth, and long-term value creation, with a strong emphasis on capital allocation [29][30] Other Important Information - The company has approximately $780 million in liquidity, including cash, cash equivalents, and Bitcoin [30] - The structure of the CoreWeave contracts significantly reduces the company's capital burden and allows for strategic use of debt [19] Q&A Session Summary Question: Are there any credit enhancements built into your lease? - Management highlighted the excitement around the CoreWeave contracts and emphasized their value as a commercial counterparty [39] Question: Can you provide more color on the colocation CapEx and North Dakota plans? - Management indicated that preparations for the Grand Forks site are underway, with land acquisition to support future high-density colocation [41] Question: What has changed regarding large enterprise opportunities? - Management noted that large enterprises are developing their AI use cases, leading to increased demand and quicker timelines for contract finalization compared to hyperscalers [45][52] Question: How should we model the delivery of the eight megawatts and the additional 40 megawatts? - Management stated that the capacity will come online progressively over the next few months, making it difficult to provide exact dates [55] Question: What milestones should investors look for regarding construction timelines? - Management committed to providing monthly updates on construction progress and key project milestones [58] Question: How are conversations with customers changing due to tariffs? - Management acknowledged that tariffs may increase CapEx requirements, leading to higher lease rates, but noted that large enterprises are accelerating their demand [80] Question: What is the status of the three nanometer block ASICs? - Management confirmed that they expect to receive the machines in the second half of 2025 and believe they are insulated from tariff impacts [101]

[Part I. Financial Information](index=6&type=section&id=Part%20I.%20Financial%20Information) This section provides the company's unaudited condensed consolidated financial statements and management's discussion and analysis for the quarter ended March 31, 2025 [Financial Statements](index=6&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements, including balance sheets, statements of operations, and cash flows, with accompanying notes detailing accounting policies and key financial items [Organization and Description of Business](index=12&type=section&id=1%20%E2%80%94%20Organization%20and%20Description%20of%20Business) Core Scientific, a digital infrastructure company, is transitioning its ten data centers from bitcoin mining to high-density colocation for AI workloads, operating through three segments - The company operates in three segments: Digital Asset Self-Mining, Digital Asset Hosted Mining, and Colocation (for GPU-based HPC operations)[26](index=26&type=chunk) - A significant portion of the company's ten data centers are being converted to support AI-related workloads under new agreements with CoreWeave, Inc., a provider of high-performance computing (HPC)[24](index=24&type=chunk)[25](index=25&type=chunk) - The company emerged from Chapter 11 bankruptcy on January 23, 2024, upon the effectiveness of its Plan of Reorganization[28](index=28&type=chunk) [Summary of Significant Accounting Policies](index=12&type=section&id=2%20%E2%80%94%20Summary%20of%20Significant%20Accounting%20Policies) This note details significant accounting policies, including GAAP basis, estimates, early adoption of ASU 2023-08 for fair value measurement of digital assets, and distinct revenue recognition methods for its three segments - The company elected to early adopt ASU 2023-08, effective January 1, 2024, which requires measuring digital assets at fair value each reporting period with changes recognized in net income[36](index=36&type=chunk)[37](index=37&type=chunk) - Revenue from the Colocation segment is accounted for under ASC Topic 842 as an operating lease, as the lease components are predominant in the licensing arrangements[57](index=57&type=chunk) - Digital asset self-mining revenue is recognized based on non-cash compensation from third-party mining pool operators, measured at the spot rate for Bitcoin when control is transferred[45](index=45&type=chunk)[50](index=50&type=chunk) [Property, Plant, and Equipment](index=21&type=section&id=3%20%E2%80%94%20Property%2C%20Plant%2C%20and%20Equipment) Net property, plant, and equipment increased to **$650.3 million** by March 31, 2025, primarily due to a significant rise in construction in progress Property, Plant, and Equipment, Net (in thousands) | Category | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Total PP&E (Gross) | $780,711 | $779,408 | | Less: accumulated depreciation | $407,184 | $385,922 | | Subtotal | $373,527 | $393,486 | | Add: Construction in progress | $276,764 | $162,856 | | **Property, plant and equipment, net** | **$650,291** | **$556,342** | [Commitments and Contingencies](index=27&type=section&id=8%20%E2%80%94%20Commitments%20and%20Contingencies) The company has **$1.25 billion** in capital expenditure commitments for data center conversion and is involved in various legal proceedings, some resolved post-bankruptcy - The company is contractually committed to approximately **$1.25 billion** of capital expenditures for infrastructure modifications and equipment related to its high-density colocation services, expected to occur within the next 12 to 24 months[98](index=98&type=chunk) - The company is subject to several legal proceedings, including a purported shareholder class action (Pang) and contract claims (GEM), some of which have been resolved post-bankruptcy emergence through stock issuance[100](index=100&type=chunk)[111](index=111&type=chunk)[112](index=112&type=chunk) [Segment Reporting](index=33&type=section&id=12%20%E2%80%94%20Segment%20Reporting) The company reports across three segments: Self-Mining, Hosted Mining, and Colocation, with Q1 2025 gross profits of **$6.0 million**, **$1.7 million**, and **$0.5 million** respectively Segment Gross Profit for Q1 2025 vs Q1 2024 (in thousands) | Segment | Q1 2025 Gross Profit | Q1 2025 Gross Margin | Q1 2024 Gross Profit | Q1 2024 Gross Margin | | :--- | :--- | :--- | :--- | :--- | | Digital Asset Self-Mining | $6,009 | 9% | $68,395 | 46% | | Digital Asset Hosted Mining | $1,737 | 46% | $9,251 | 32% | | Colocation | $467 | 5% | $— | —% | | **Consolidated** | **$8,213** | **10%** | **$77,646** | **43%** | - For Q1 2025, **84%** of the company's total revenue was generated from digital asset mining of bitcoin from a single customer (a mining pool operator)[135](index=135&type=chunk) Condensed Consolidated Balance Sheet Highlights (Unaudited) | Account | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | | :--- | :--- | :--- | | **Total Assets** | **$1,625,371** | **$1,598,815** | | Cash and cash equivalents | $697,942 | $836,197 | | Digital assets | $80,646 | $23,893 | | Property, plant and equipment, net | $650,291 | $556,342 | | **Total Liabilities** | **$1,806,878** | **$2,418,995** | | Warrant liabilities | $421,902 | $1,097,285 | | Convertible and other notes payable, net | $1,071,843 | $1,073,990 | | **Total Stockholders' Deficit** | **$(181,507)** | **$(820,180)** | Condensed Consolidated Statements of Operations Highlights (Unaudited) | Account | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | | :--- | :--- | :--- | | **Total revenue** | **$79,525** | **$179,291** | | Gross profit | $8,213 | $77,646 | | Operating (loss) income | $(42,596) | $55,227 | | Change in fair value of warrants and contingent value rights | $(621,464) | $(60,114) | | **Net income** | **$580,693** | **$210,691** | | **Diluted EPS** | **$1.25** | **$0.78** | Condensed Consolidated Statements of Cash Flows Highlights (Unaudited) | Cash Flow Activity | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | | :--- | :--- | :--- | | Net cash (used in) provided by operating activities | $(40,599) | $22,174 | | Net cash used in investing activities | $(93,458) | $(31,970) | | Net cash (used in) provided by financing activities | $(4,198) | $54,363 | | **Net (decrease) increase in cash** | **$(138,255)** | **$44,567** | [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=38&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the strategic shift from bitcoin mining to HPC/AI colocation, analyzing Q1 2025 financial results, liquidity, and key operating metrics, including the impact of bitcoin price volatility and the halving event - The company is undergoing a significant strategic transition from bitcoin mining to providing high-density colocation services for HPC and AI workloads, which it believes will offer more consistent, dollar-based revenue and lower risk[143](index=143&type=chunk)[151](index=151&type=chunk) Key Performance Metrics (Q1 2025 vs Q1 2024) | Metric | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Self-Mining Hash rate (EH/s) | 18.1 | 19.3 | | Total cost to self-mine one bitcoin | $56,627 | $18,853 | | Total cash-based hash cost ($/TH) | $0.032 | $0.033 | | Adjusted EBITDA (in millions) | $(6.1) | $88.0 | - The April 2024 bitcoin 'halving' event, which reduced block rewards by **50%**, was a primary driver of the **55%** decrease in self-mining revenue year-over-year[174](index=174&type=chunk)[226](index=226&type=chunk) - Total revenue for Q1 2025 decreased by **56%** to **$79.5 million** from **$179.3 million** in Q1 2024, primarily due to lower self-mining and hosted mining revenue, partially offset by **$8.6 million** in new revenue from the Colocation segment[222](index=222&type=chunk) [Overview](index=38&type=section&id=Overview) Core Scientific is strategically transitioning from bitcoin mining to high-density colocation for HPC and AI, reporting **$79.5 million** in Q1 2025 revenue and **$580.7 million** net income - The company is strategically transitioning from bitcoin mining to high-density colocation services for HPC and AI customers[142](index=142&type=chunk)[143](index=143&type=chunk) Q1 2025 Financial Snapshot (in millions) | Metric | Q1 2025 | | :--- | :--- | | Total Revenue | $79.5 | | Operating Loss | $(42.6) | | Net Income | $580.7 | | Adjusted EBITDA | $(6.1) | [Results of Operations](index=55&type=section&id=Results%20of%20Operations) Total revenue decreased **56%** to **$79.5 million** in Q1 2025, primarily due to reduced self-mining and hosted mining, while net income increased to **$580.7 million** due to a non-operating gain from warrant fair value changes - Total revenue decreased by **$99.8 million** (**56%**) YoY, driven by an **$82.8 million** drop in self-mining revenue and a **$25.6 million** drop in hosted mining revenue[222](index=222&type=chunk) - The decrease in self-mining revenue was caused by a **75%** decrease in bitcoin mined, resulting from the April 2024 halving, fewer deployed miners, and increased network difficulty, partially offset by a **74%** increase in the average price of bitcoin[223](index=223&type=chunk)[226](index=226&type=chunk) - Total non-operating income increased by **$467.8 million**, primarily due to a **$621.5 million** gain from the change in fair value of warrants and contingent value rights, which was driven by a decrease in the company's stock price[232](index=232&type=chunk)[235](index=235&type=chunk) [Liquidity and Capital Resources](index=61&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains **$698.7 million** in cash and equivalents, asserting sufficient liquidity for the next twelve months, despite using **$40.6 million** in operating cash and **$93.5 million** in investing activities in Q1 2025 - The company believes its operating cash flows and existing cash balance of **$698.7 million** are sufficient to satisfy cash requirements for the next twelve months and beyond[245](index=245&type=chunk)[247](index=247&type=chunk) - Net cash used in operating activities was **$40.6 million** in Q1 2025, compared to **$22.2 million** provided in Q1 2024, primarily due to a decrease in income before non-cash adjustments and changes in bitcoin holdings[251](index=251&type=chunk) - Purchases of property, plant, and equipment totaled **$88.4 million** in Q1 2025, with **$59.5 million** related to the Colocation segment, partially funded by **$42.0 million** in prepaid base license fees from a customer[252](index=252&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=63&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risks are bitcoin price volatility and electricity costs, holding **977 bitcoin** valued at **$80.6 million** as of March 31, 2025, with a 10% bitcoin price change impacting net income by **$6.7 million** - The company's primary market risks are the price of bitcoin and electricity commodity prices[261](index=261&type=chunk)[264](index=264&type=chunk) - As of March 31, 2025, the company held **977 bitcoin** with a carrying value of **$80.6 million**[261](index=261&type=chunk) - A hypothetical **10%** increase or decrease in the price of bitcoin produced during Q1 2025 would have changed net income by approximately **$6.7 million**[263](index=263&type=chunk) [Controls and Procedures](index=65&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that disclosure controls and procedures were effective as of March 31, 2025, with no material changes to internal control over financial reporting during the quarter - Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of March 31, 2025[268](index=268&type=chunk) - There were no changes in internal control over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, the company's internal controls[269](index=269&type=chunk) [Part II. Other Information](index=65&type=section&id=Part%20II.%20Other%20Information) This section covers legal proceedings, risk factors, equity sales, and other disclosures, including executive trading plans and exhibit listings [Legal Proceedings](index=65&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various legal proceedings and refers to Note 8 of the financial statements for details on material pending matters - The company is involved in lawsuits and other contingencies in the ordinary course of business and refers to Note 8 of the financial statements for details on material proceedings[271](index=271&type=chunk) [Risk Factors](index=65&type=section&id=Item%201A.%20Risk%20Factors) This section refers to the Annual Report on Form 10-K for a comprehensive discussion of risk factors, clarifying that 'HPC Hosting' is now termed 'Colocation' - For a full discussion of risk factors, the report refers to Part I, Item 1A of the company's Annual Report on Form 10-K for the year ended December 31, 2024[273](index=273&type=chunk) - The company clarifies that the term 'HPC Hosting' used in prior reports is now referred to as the 'Colocation' segment[274](index=274&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=67&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) In Q1 2025, the company issued **0.1 million** shares from Tranche 1 Warrants for **$0.5 million** and **3.4 million** shares from Tranche 2 Warrants with minimal proceeds, relying on Bankruptcy Code Section 1145 - During Q1 2025, **0.1 million** shares of New Common Stock were issued upon exercise of Tranche 1 Warrants, resulting in **$0.5 million** in cash proceeds[275](index=275&type=chunk) - During Q1 2025, **3.4 million** shares of New Common Stock were issued upon exercise of Tranche 2 Warrants, resulting in minimal cash proceeds[276](index=276&type=chunk) [Defaults Upon Senior Securities](index=67&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults on its senior securities during the period - None[277](index=277&type=chunk) [Mine Safety Disclosures](index=67&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations - Not applicable[278](index=278&type=chunk) [Other Information](index=67&type=section&id=Item%205.%20Other%20Information) The company reported no other significant information, but disclosed that an EVP adopted a Rule 10b5-1 trading plan to sell approximately **600,000** shares on March 4, 2025 - On March 4, 2025, Todd DuChene, EVP, Chief Legal and Administrative Officer, adopted a Rule 10b5-1 trading plan to sell an aggregate of approximately **600,000** shares[280](index=280&type=chunk) [Exhibits](index=68&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Quarterly Report on Form 10-Q, including CEO and CFO certifications and interactive data files - The report includes a list of filed exhibits, such as CEO and CFO certifications under Sarbanes-Oxley Sections 302 and 906, and XBRL data files[281](index=281&type=chunk)