Revenue and Financial Performance - Total revenue for the three months ended August 31, 2024, was 60.7million,a67.136.3 million in the same period in 2023[14] - Net loss attributable to common stockholders improved to 4.3millionforthethreemonthsendedAugust31,2024,comparedtoanetlossof11.5 million in the same period in 2023[14] - Basic and diluted net loss per share improved to 0.03forthethreemonthsendedAugust31,2024,comparedto0.11 in the same period in 2023[14] - Operating income for the three months ended August 31, 2024, was 9.5million,comparedtoanoperatinglossof7.4 million in the same period in 2023[14] - Net loss decreased to 4.247millioninAugust2024from11.854 million in August 2023, showing a significant improvement in financial performance[22] - Revenue increased by 26.6million(8332.1 million in Q3 2023 to 58.8millioninQ32024,drivenbyincreaseddatacentercapacityandthelaunchofCloudServices[179]−AdjustedEBITDAwas19.993 million in Q3 2024, representing 33% of revenues, compared to 9.864million(2719.9 million, compared to 9.8millionforthesameperiodin2023[200]−AdjustedoperatinglossforthethreemonthsendedAugust31,2024,was14.3 million, compared to an adjusted operating income of 1.6millionforthesameperiodin2023,reflectingasignificantdeclineinperformance[199]−AdjustednetlossattributabletoAppliedDigitalCorporationforthethreemonthsendedAugust31,2024,was21.6 million, compared to a net loss of 129,000forthesameperiodin2023[199]CostsandExpenses−Costofrevenuesincreasedto61.1 million for the three months ended August 31, 2024, compared to 25.2millioninthesameperiodin2023[14]−Costofrevenuesincreasedby35.8 million (142%) from 25.2millioninQ32023to61.1 million in Q3 2024, primarily due to higher depreciation, lease expenses, and personnel costs[180] - Selling, general, and administrative expenses decreased by 1.8million(1116.2 million in Q3 2023 to 14.3millioninQ32024,mainlyduetoreducedstock−basedcompensation[182]−Depreciationandamortizationexpensesincreasedto34.316 million in August 2024 from 7.86millioninAugust2023[22]−DepreciationexpenseforthethreemonthsendedAugust31,2024,was3.0 million, compared to 2.2millionforthesameperiodin2023[45]−TotalnetleasecostforthethreemonthsendedAugust31,2024,was44.643 million, including 8.962millioninoperatingleasecostand35.626 million in finance lease cost[103] - Interest expense, net increased by 5.2million(2432.1 million in Q3 2023 to 7.3millioninQ32024,drivenbyhigherfinanceleasesandinterest−bearingloans[185]CashFlowandLiquidity−Cashflowfromoperatingactivitieswasnegativeat75.89 million in August 2024, compared to a positive 4.517millioninAugust2023[22]−Cashflowfromfinancingactivitiesincreasedto163.365 million in August 2024 from 23.663millioninAugust2023,drivenbyborrowingsandstockissuances[22]−Totalcash,cashequivalents,andrestrictedcashincreasedto86.557 million in August 2024 from 31.688millioninMay2024[42]−Thecompanyhadaworkingcapitaldeficitof302.6 million, raising substantial doubt about its ability to continue as a going concern, but subsequent events alleviated this doubt[43] - As of August 31, 2024, the company had unrestricted cash and cash equivalents of 58.2millionandnegativeworkingcapitalof302.6 million[201] - The company expects to have sufficient liquidity to support operations and meet working capital needs for at least the next 12 months[209] - Liquidity sources include cash on hand, customer payments, debt financing, and access to public capital markets[209] - The company may face challenges in raising additional funds on favorable terms, which could negatively impact financial conditions[209] - Failure to secure necessary financing could force delays, reductions, or termination of operations and development plans[209] - The company's liquidity estimates are based on assumptions that may prove incorrect, potentially leading to faster capital depletion[209] - If capital resources are used sooner than expected, the company may need to seek additional financing earlier than projected[209] - Additional financing may not be available on acceptable terms or at all, posing risks to the company's financial stability[209] - The inability to raise capital as needed would negatively impact the company's ability to pursue its business strategy[209] Debt and Equity Transactions - The company issued 6.1 million shares in an offering, net of costs, during the three months ended August 31, 2024[18] - The company converted 56.2millionofdebtintoequityduringthethreemonthsendedAugust31,2024[18]−Thecompanyissued60.726 million in preferred stock in August 2024, with issuance costs of 5.444million[22]−Long−termdebtincreasedto106.2 million as of August 31, 2024, up from 79.5millionasofMay31,2024,primarilyduetotheCIMPromissoryLoanof105.0 million[59] - Remaining principal payments on long-term debt total 156.7million,with112.7 million due in FY28 and 12.0millionfromSAFEagreements[60]−DuringthethreemonthsendedAugust31,2024,48.0 million of Yorkville Convertible Debt was converted into approximately 11.4 million shares of common stock[63] - The CIM Promissory Note balance was 105.0millionasofAugust31,2024,withwarrantsissuedtopurchaseupto9,265,366sharesofCommonStock[64]−CIMWarrantswereissuedintwotranches:6,300,449CommonShares(InitialWarrants)at4.8005 per share and 2,964,917 Common Shares (Additional Warrants) at the same price, with a five-year term[65] - The fair value of the Initial Warrants and Additional Warrants was 4.36and3.04 per warrant, respectively, totaling 36.5million[67]−TheCompanyenteredintotwoSAFEagreementstotaling12.0 million, which may convert into preferred stock or entitle the investor to proceeds in liquidity or dissolution events[70][71] - The Company sold approximately 3.1 million shares for net proceeds of 14.6millionundera25 million "at the market" sale agreement with Roth Capital Partners[76] - The Company entered into a Sales Agreement allowing the sale of up to 125,000,000insharesofcommonstock,with16.4 million net proceeds from 3.0 million shares sold as of August 31, 2024[77] - The Company entered into a Standby Equity Purchase Agreement (SEPA) with YA Fund, allowing the sale of up to 250.0millionofcommonstock,witha2,125,000 commitment fee paid in 456,287 shares of common stock[78][79] - The Company issued approximately 9.6 million shares of common stock under equity incentive plans, with (2.9)millionand5.6 million of stock-based compensation recognized in the three months ended August 31, 2024 and 2023, respectively[80] - The Company sold 301,673 shares of Series E Redeemable Preferred Stock for proceeds of 6.9million,withafixeddividendrateof9.025.00 per share liquidation value, with optional redemption fees ranging from 9.00% to 0.00% based on the redemption timing[91] - Series F Convertible Preferred Stock private placement closed on August 30, 2024, for total proceeds of 50.0million,witha3.51,000 per share[93] - The fair value of Yorkville convertible debt was 30.463millionasofAugust31,2024,calculatedonanas−convertedbasisusingquotedmarketprices[98][99]−TheCompanyrecordedalossonthechangeinfairvalueofdebtof6.4 million in its unaudited condensed consolidated statements of operations[99] - The company completed a private placement on September 5, 2024, issuing 49.4 million shares of common stock at 3.24pershare,raisingapproximately160 million in gross proceeds[128] - The company received the final 20.0millionoffundingassociatedwiththeCIMPromissoryNoteonOctober8,2024,bringingthetotalbalanceoutstandingunderthenotetoapproximately125 million[131] - The company entered into a Dealer Manager Agreement on September 23, 2024, to offer up to 2.5 million shares of Series E-1 Redeemable Preferred Stock at 25.00pershare[130]−Thecompanyconverted17.8 million of Initial YA Notes into approximately 5.8 million shares of common stock and 4.1millionoftheMayNoteintoapproximately1.4millionsharesofcommonstock,leaving6.2 million outstanding across all YA Notes[129] - The company borrowed 125millionundertheCIMPromissoryNoteasofAugust31,2024[202]−DuringthequarterendedAugust31,2024,thecompanysoldapproximately3.1millionsharesfornetproceedsof14.6 million[203] - The company entered into a securities purchase agreement for the private placement of Series F Convertible Preferred Stock, raising 50.0million[206]−Thecompanyclosedaprivateplacementofcommonstock,raisingapproximately160 million in gross proceeds[207] - The company received 17.4millioninpaymentsforfuturecloudservicesand26.9 million in payments for future data center hosting services during the three months ended August 31, 2024[207] Segment Performance - Total revenue for the three months ended August 31, 2024, was 60.7million,withthedatacenterhostingsegmentcontributing34.8 million and the cloud services segment contributing 25.9million[118]−Thedatacenterhostingsegmentreportedasegmentprofitof35.9 million, while the cloud services segment reported a segment loss of 15.8millionforthethreemonthsendedAugust31,2024[119]−TotalsegmentprofitforthethreemonthsendedAugust31,2024,was17.1 million, compared to 0.8millionforthesameperiodin2023[119]−DataCenterHostingsegmentoperatingprofitincreasedby26.9 million (298%) from 9.0millioninQ32023to35.9 million in Q3 2024, largely due to the Garden City facility sale[189] - Cloud Services segment operating loss increased by 8.4millionfrom7.4 million in Q3 2023 to 15.8millioninQ32024,drivenbyhigheramortizationandoccupancycosts[190]−HPCHostingsegmentoperatinglossincreasedby2.2 million (290%) from 0.8millioninQ32023to2.9 million in Q3 2024, due to stock-based compensation and payroll expenses[191] - Data Center Hosting Business operates at full capacity with 106 MW in Jamestown and 180 MW in Ellendale, North Dakota as of August 31, 2024[147] - Cloud Services Business recognized 25.9millioninrevenueduringthefiscalquarterendedAugust31,2024[149]−HPCHostingBusinessisnegotiatinga400MWcapacityleasewithaUS−basedhyperscaler,includinga100MWfacilityunderconstructioninEllendale,NorthDakota[150]AssetandLiabilityManagement−Totalstockholders′equityincreasedto241.8 million as of August 31, 2024, compared to 127.9millionasofAugust31,2023[18][19]−Thecompanyreceived25 million in connection with the sale of its Garden City facility[14] - Restricted cash related to letters of credit totaled 28.3million,heldinmoneymarketfunds[39]−Propertyandequipmentincreasedto495.6 million as of August 31, 2024, up from 354.8millionasofMay31,2024,drivenbyconstructioninprogresswhichroseto313.6 million from 190.2million[45]−Deferredrevenuebalancedecreasedto16.9 million as of August 31, 2024, from 39.4millionatthebeginningoftheperiod,primarilyduetorevenuerecognitionof60.4 million[48] - Customer deposits balance decreased to 13.7millionasofAugust31,2024,from15.4 million at the beginning of the period, with 2.8millionreceivedand1.5 million refunded during the quarter[49] - The Company had letters of credit totaling 28.3millionasofAugust31,2024,withrestrictedcashheldinseparateaccounts[61]−FutureminimumleasepaymentsasofAugust31,2024,total318.554 million, with 150.292millionforoperatingleasesand168.262 million for finance leases[105] - The Company has a minimum commitment of approximately 68.1millionrelatedtotheenergyservicesagreementforitsJamestown,NorthDakotaco−hostingfacility[108]−TheCompanyhasenteredintoleaseswhichareexecutedbutnotyetcommencedwithtotalminimumpaymentsofapproximately18.9 million[106] - As of August 31, 2024, the company had total assets of 937.7million,withthedatacenterhostingsegmentaccountingfor143.1 million and the cloud services segment accounting for 338.8million[124]−Thecompanyreceivedtheremaining25 million of the purchase price held in escrow related to the sale of its Garden City hosting facility, which was included in the gain on classification of held for sale[116] - Company sold Garden City hosting facility for up to 87.3million,with25 million released from escrow after meeting conditional approval requirements[147][148][161] Legal and Regulatory Matters - The Company is involved in a putative securities class action lawsuit, with potential material impact on results of operations if an unfavorable outcome occurs[111][112] - A derivative action was dismissed without prejudice on June 5, 2024, with no pending or threatened lawsuits as of August 31, 2024, that could materially affect the Company's operations[114][115] Revenue Recognition and Customer Contributions - Revenue recognition for data center hosting and cloud services is based on fixed rates over the term of agreements, with advanced payments recorded as deferred revenue[32][33] - Revenue from Customer A decreased to 48% of total revenue for the three months ended August 31, 2024, down from 68% in the same period in 2023, while Customer G contributed 16% of revenue in 2024[47] - Gain on classification of held for sale was 24.8millioninQ32024,primarilydueto25.0 million released from escrow funds related to the sale of the Garden City facility[183] Stock-Based Compensation and Equity Plans - Stock-based compensation expense was 2.9millionforthethreemonthsendedAugust31,2024[18]−TheCompanyissuedapproximately9.6millionsharesofcommonstockunderequityincentiveplans,with(2.9) million and 5.6millionofstock−basedcompensationrecognizedinthethreemonthsendedAugust31,2024and2023,respectively[80]FutureCommitmentsandAgreements−TheCompanyenteredintoaCIMPromissoryNoteforinitialborrowingof15 million, with potential subsequent borrowings of up to 110millionandanadditional75 million accordion feature[151][153] - YA Fund converted 64.0millionofYANotesinto16.2millionsharesofcommonstock,with6.2 million principal amount outstanding as of August 31, 2024[155] - Company entered into a Standby Equity Purchase Agreement with YA Fund for up to 250.0millionofcommonstock,withacommitmentfeeof2,125,000 paid in shares[162][163] - Series F Preferred Stock offering closed on August 30, 2024, raising $50.0 million with an annual dividend rate of 9.0%[165][166]