Form: 10-Q

Quarterly report pursuant to Section 13 or 15(d)

May 15, 2023

000183934112/312023Q1NoMarch 31, 2023Core Scientific, 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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2023
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 001-40046
Core Scientific, Inc.
(Exact name of registrant as specified in its charter)
Delaware
86-1243837
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
210 Barton Springs Road
Suite 300
Austin, Texas
(Address of Principal Executive Offices)
78704
(Zip Code)
(512) 402-5233
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, par value $0.0001 per share CORZQ OTC Markets*
Warrants, exercisable for shares of common stock CRZWQ OTC Markets*
* On January 3, 2023, Core Scientific, Inc. common stock and common stock warrants were suspended from trading on The Nasdaq Global Select Market. On January 3, 2023, Core Scientific, Inc. common stock and common stock warrants began trading on the OTC Markets operated by the OTC Markets Group, Inc., under the trading symbols CORZQ and CRZWQ, respectively.
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Emerging growth company
Non-accelerated filer
Smaller reporting company


Table of Contents
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No
As of May 5, 2023, 376,566,674 shares of Common Stock, par value $0.0001, were outstanding.




Table of Contents
TABLE OF CONTENTS
Page
3

Table of Contents
Part I - Financial Information
Item 1. Financial Statements
4


Core Scientific, Inc.
(Debtor-in-Possession)
Consolidated Balance Sheets
(in thousands, except par value)

March 31,
2023
December 31,
2022
Assets (Unaudited)
Current Assets:
Cash and cash equivalents $ 47,487  $ 15,884 
Restricted cash 21,805  36,356 
Accounts receivable, net of allowance of $8,724 and $8,724, respectively
173  234 
Accounts receivable from related parties 2  23 
Digital assets   724 
Prepaid expenses and other current assets 30,728  31,881 
Total Current Assets 100,195  85,102 
Property, plant and equipment, net 628,037  691,134 
Operating lease right-of-use assets 20,235  20,430 
Intangible assets, net 2,165  1,704 
Other noncurrent assets 9,387  9,316 
Total Assets $ 760,019  $ 807,686 
Liabilities, Contingently Redeemable Preferred Stock and Stockholders’ Deficit
Current Liabilities:
Accounts payable $ 50,352  $ 53,641 
Accrued expenses and other current liabilities 58,596  17,952 
Deferred revenue 68,338  77,689 
Deferred revenue from related parties 1,218  496 
Operating lease liabilities, current portion 597  769 
Notes payable, current portion 35,645  36,242 
Total Current Liabilities 214,746  186,789 
Operating lease liabilities, net of current portion 1,055  720 
Other noncurrent liabilities 2,211  2,210 
Total liabilities not subject to compromise 218,012  189,719 
Liabilities subject to compromise 950,765  1,027,313 
Total Liabilities 1,168,777  1,217,032 
Contingently redeemable preferred stock; $0.0001 par value; 2,000,000 shares authorized; and shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively; $ and $ total liquidation preference at March 31, 2023 and December 31, 2022, respectively
   
Commitments and contingencies (Note 8)
Stockholders’ Deficit:
Common stock; $0.0001 par value; 10,000,000 shares authorized at both March 31, 2023 and December 31, 2022; 377,841 and 375,225 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively
36  36 
Additional paid-in capital 1,776,641  1,764,368 
Accumulated deficit (2,185,435) (2,173,750)
Total Stockholders’ Deficit (408,758) (409,346)
Total Liabilities, Contingently Redeemable Preferred Stock and Stockholders’ Deficit $ 760,019  $ 807,686 
See accompanying notes to unaudited consolidated financial statements.
5


Core Scientific, Inc.
(Debtor-in-Possession)
Consolidated Statements of Operations
(in thousands, except per share amounts)
(Unaudited)
Three Months Ended March 31,
2023 2022
Revenue:
Hosting revenue from customers $ 18,909  $ 27,338 
Hosting revenue from related parties
3,720  5,876 
Equipment sales to customers
  416 
Equipment sales to related parties
  25,889 
Digital asset mining revenue
98,026  133,000 
Total revenue
120,655  192,519 
Cost of revenue:
Cost of hosting services 18,826  31,231 
Cost of equipment sales   22,535 
Cost of digital asset mining 81,345  68,750 
Total cost of revenue
100,171  122,516 
Gross profit
20,484  70,003 
Gain from sales of digital assets
1,064  2,163 
Impairment of digital assets (1,056) (53,985)
Operating expenses:
Research and development
1,415  3,340 
Sales and marketing
1,008  1,398 
General and administrative
21,764  40,160 
Total operating expenses
24,187  44,898 
Operating loss
(3,695) (26,717)
Non-operating expenses, net:
Gain on debt extinguishment
(20,761)  
Interest expense, net
157  21,676 
Fair value adjustment on convertible notes   386,037 
Fair value adjustment on derivative warrant liabilities   (10,275)
Reorganization items, net 31,559   
Other non-operating (income), net
(3,069) (357)
Total non-operating expenses, net
7,886  397,081 
Loss before income taxes
(11,581) (423,798)
Income tax expense
104  42,406 
Net loss
$ (11,685) $ (466,204)
Net loss per share (Note 11):
Basic
$ (0.03) $ (1.52)
Diluted
$ (0.03) $ (1.52)
Weighted average shares outstanding:
Basic
375,419  307,475 
Diluted
375,419  307,475 
See accompanying notes to unaudited consolidated financial statements.
6


Core Scientific, Inc.
(Debtor-in-Possession)
Consolidated Statements of Comprehensive Loss
(in thousands)
(Unaudited)
Three Months Ended March 31,
2023 2022
Net loss
$ (11,685) $ (466,204)
Other comprehensive income, net of income taxes:
Change in fair value attributable to instrument-specific credit risk of convertible notes measured at fair value under the fair value option, net of tax effect of $ and $, respectively
  27,164 
Total other comprehensive income, net of income taxes
  27,164 
Comprehensive loss
$ (11,685) $ (439,040)
See accompanying notes to unaudited consolidated financial statements.


7


Core Scientific, Inc.
(Debtor-in-Possession)
Consolidated Statements of Changes in Contingently Redeemable Convertible Preferred Stock and Stockholders’ Deficit
For the Three Months Ended March 31, 2023
(in thousands)
(Unaudited)
Common Stock Additional
Paid-In Capital
Accumulated
Deficit
Total
Stockholders’
Deficit
Shares Amount
Balance at December 31, 2022 375,225  $ 36  $ 1,764,368  $ (2,173,750) $ (409,346)
Net loss —  —  —  (11,685) (11,685)
Stock-based compensation —  —  12,273  —  12,273 
Restricted stock awards issued, net of shares withheld for tax withholding obligations 2,616      —   
Balance at March 31, 2023 377,841  $ 36  $ 1,776,641  $ (2,185,435) $ (408,758)
See accompanying notes to unaudited consolidated financial statements.
8


Core Scientific, Inc.
(Debtor-in-Possession)
Consolidated Statements of Changes in Contingently Redeemable Convertible Preferred Stock and Stockholders’ (Deficit) Equity
For the Three Months Ended March 31, 2022
(in thousands)
(Unaudited)

  Contingently Redeemable
Convertible Preferred
Stock
Common Stock Additional
Paid-In Capital
Accumulated
Deficit
Accumulated Other Comprehensive Loss Total
Stockholders’
Equity
  Shares Amount Shares Amount
Balance at December 31, 2021
10,826  $ 44,476  271,576  $ 27  $ 1,379,581  $ (27,432) $ (10,966) $ 1,341,210 
Net loss
—  —  —  —  —  (466,204) —  (466,204)
Other comprehensive income, net of $ income taxes
—  —  —  —  —  —  27,164  27,164 
Stock-based compensation —  —    —  20,573  —  —  20,573 
Restricted stock awards issued, net of shares withheld for tax withholding obligations —  —  6,803  1  (1) —  —   
Cashless exercise of warrants —  —  3,001  —  —  —  —   
Conversion of contingently redeemable preferred stock to common stock (10,826) (44,476) 10,826  1  44,475  —  —  44,476 
Issuances of common stock - Merger with XPDI —  —  30,778  3  163,456  —  —  163,459 
Issuances of common stock - vendor settlement —  —  1,580  —  12,674  —  —  12,674 
Costs attributable to issuance of common stock and equity instruments - Merger with XPDI —  —  —  —  (16,642) —  —  (16,642)
Balance at March 31, 2022
  $   324,564  $ 32  $ 1,604,116  $ (493,636) $ 16,198  $ 1,126,710 
See accompanying notes to unaudited consolidated financial statements.
9


Core Scientific, Inc.
(Debtor-in-Possession)
Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
Three Months Ended March 31,
2023 2022
Cash flows from Operating Activities:
Net loss
$ (11,685) $ (466,204)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization 20,094  42,139 
Amortization of operating lease right-of-use assets 195  53 
Stock-based compensation 12,273  25,797 
Digital asset mining revenue (98,026) (133,000)
Deferred income taxes   33,974 
Gain on debt extinguishment
(20,761)  
Fair value adjustment on derivative warrant liabilities   (10,275)
Fair value adjustment on convertible notes   393,888 
Amortization of debt discount and debt issuance costs   1,027 
Impairment of digital assets 1,056  53,985 
Changes in working capital components:
Accounts receivable, net 61  1,214 
Accounts receivable from related parties 21  (42)
Digital assets 97,694  (3,010)
Deposits for equipment for sales to customers   62,302 
Prepaid expenses and other current assets 1,152  (23,647)
Accounts payable 16,408  (9,022)
Accrued expenses and other 10,391  11,741 
Deferred revenue (8,629) 39,798 
Deferred revenue from related parties   (22,473)
Other noncurrent assets and liabilities, net (302) (1,860)
Net cash provided by (used in) operating activities 19,942  (3,615)
Cash flows from Investing Activities:
Purchases of property, plant and equipment (1,539) (133,223)
Deposits for self-mining equipment   (135,873)
Other (330)  
Net cash used in investing activities (1,869) (269,096)
Cash flows from Financing Activities:
Proceeds from issuance of common stock upon Merger with XPDI, net of transaction costs   195,010 
Proceeds from debt, net of issuance costs   82,152 
Principal repayments of finance leases (1,021) (10,256)
Principal payments on debt   (15,441)
Net cash (used in) provided by financing activities (1,021) 251,465 
Net increase (decrease) in cash, cash equivalents and restricted cash 17,052  (21,246)
Cash, cash equivalents and restricted cash—beginning of period 52,240  131,678 
Cash, cash equivalents and restricted cash—end of period $ 69,292  $ 110,432 
Supplemental disclosure of other cash flow information:
Cash paid for interest 317  20,847 
Income tax payments (300)  
Supplemental disclosure of noncash investing and financing activities:
Accrued capital expenditures 45,721  22,510 
Decrease in equipment related to debt extinguishment 17,849   
Decrease in notes payable in exchange for equipment (38,610)  
See accompanying notes to unaudited consolidated financial statements.
10


Core Scientific, Inc.
(Debtor-in-Possession)
Notes to Unaudited Consolidated Financial Statements

1. ORGANIZATION AND DESCRIPTION OF BUSINESS
MineCo Holdings, Inc. was incorporated on December 13, 2017, in the State of Delaware and changed its name to Core Scientific, Inc. (“Old Core”) pursuant to an amendment to its Certificate of Incorporation dated June 12, 2018. On August 17, 2020, Old Core engaged in a holdco restructuring to facilitate a borrowing arrangement by Old Core pursuant to which Old Core was merged with and into a wholly owned subsidiary of Core Scientific Holding Co. and became a wholly owned subsidiary of Core Scientific Holding Co. and the stockholders of Old Core became the stockholders of Core Scientific Holding Co. In July 2021, Core Scientific Holding Co. completed the acquisition of Blockcap, Inc. (“Blockcap”), one of Old Core’s largest hosting customers. Prior to its acquisition, Blockcap had retained Core Scientific Holding Co to host in the data centers operated by Core Scientific Holding Co Blockcap’s industrial scale digital asset mining operations. On January 19, 2022, following the approval at the special meeting of the stockholders of Power & Digital Infrastructure Acquisition Corp., a Delaware corporation (“XPDI”), Core Scientific Holding Co. merged with XPDI, and XPDI Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of XPDI (“Merger Sub”), consummated the transactions contemplated under the merger agreement. In connection with the closing of the merger, XPDI changed its name from Power & Digital Infrastructure Acquisition Corp. to Core Scientific, Inc. (“Core Scientific” or the “Company”).
Core Scientific is a best-in-class, large-scale operator of dedicated, purpose-built facilities for digital asset mining and a premier provider of blockchain infrastructure, software solutions and services. We mine digital assets for our own account and provide colocation hosting services for other large-scale miners at our eight operational data centers in Georgia (2), Kentucky (1), North Carolina (2), North Dakota (1) and Texas (2). We began digital asset mining in 2018 and in 2020 became one of the largest North American providers of colocation hosting services for third-party mining customers, at which time we derived almost all our revenue from third-party colocation hosting fees and the resale of digital asset mining machines. Currently, we derive the majority of our revenue from self-mining bitcoin. We are one of the largest blockchain infrastructure, digital asset mining and colocation hosting provider companies in North America, with an average hourly operating power demand of approximately 581 MW and 636 MW for the three months ending March 31, 2023 and December 31, 2022, respectively. As of March 31, 2023, we had approximately 1,500 MW of contracted power capacity at our sites, including 500MW of power allocated to the Muskogee data center, which remains substantially undeveloped.

Our hosting colocation business provides a full suite of services to digital asset mining customers. We provide deployment, monitoring, troubleshooting, optimization and maintenance of our customers’ digital asset mining equipment and provide necessary electrical power and repair and other infrastructure services necessary to operate, maintain and efficiently mine digital assets.

We operate in two segments: “Mining” consisting of digital asset mining for our own account, and “Hosting” consisting of our blockchain infrastructure and third-party hosting business. During 2022, our “Hosting” segment also included sales of mining equipment to customers and was referred to as “Hosting and Equipment Sales”.

Our business strategy is to grow our revenue and profitability by increasing the capacity and efficiency of our self-mining fleet and by enhancing our third-party colocation business. We intend to strategically develop the infrastructure necessary to support business growth and profitability and take advantage of adjacent opportunities that leverage our mining expertise and capabilities.
Chapter 11 Filing
On December 21, 2022, the Company and certain of its affiliates (collectively, the “Debtors”) filed voluntary petitions (the “Chapter 11 Cases”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) seeking relief under Chapter 11 of the United States Code (the “Bankruptcy Code”). The Chapter 11 Cases are jointly administered under Case No. 22-90341. The Debtors continue to operate their business and manage their properties as “debtors-in-possession” (“DIP”) under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. The Debtors have filed various “first day” motions with the Bankruptcy Court requesting customary relief, which were generally approved by the Bankruptcy Court on December 22, 2022, that have enabled the Company to operate in the ordinary course while under Chapter 11 protection. For detailed discussion about the Chapter 11 Cases, refer to Note 3 — Chapter 11 Filing and Other Related Matters.
11


Core Scientific, Inc.
(Debtor-in-Possession)
Notes to Unaudited Consolidated Financial Statements
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Refer to the significant accounting policies described in Note 2 — Summary of Significant Accounting Policies to the consolidated financial statements and accompanying notes in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2022.
Basis of Presentation
Our consolidated balance sheet as of December 31, 2022, which was derived from our audited consolidated financial statements, and our unaudited interim consolidated financial statements provided herein have been prepared in accordance with the instructions for Form 10-Q. Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been condensed or omitted pursuant to rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). However, in our opinion, the disclosures made therein are adequate to make the information presented not misleading. We believe the unaudited interim financial statements furnished reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Further, we believe these consolidated financial statements include all normal recurring adjustments necessary to fairly present the results for the interim periods. The consolidated results of operations and cash flows for the three months ended March 31, 2023, are not necessarily indicative of the consolidated results of operations and cash flows that might be expected for the entire year. These consolidated financial statements and the accompanying notes should be read in conjunction with the audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2022.
Going Concern
The consolidated financial statements have been prepared on a going concern basis. For the three months ended March 31, 2023, the Company generated net loss of $11.7 million. The Company had unrestricted cash and cash equivalents of $47.5 million as of March 31, 2023, compared to $15.9 million as of December 31, 2022. The increase in cash and cash equivalents for the three months ended March 31, 2023, primarily reflected $19.9 million of cash provided by operating activities (including $117.1 million of cash provided by changes in working capital), partially offset by $1.9 million of cash used in investing activities (including $1.5 million of purchases of property, plant and equipment), and by $1.0 million of cash used in financing activities. The Company has historically generated cash primarily from the issuance of common stock and debt, through sales of digital assets received as digital asset mining revenue and from operations through contracts with customers.
During the three months ended March 31, 2023, the average price of bitcoin declined to $22,877 compared to $41,299 for the three months ended March 31, 2022. At the same time the Company’s power costs in its Mining segment increased $29.4 million compared to the three months ended March 31, 2022, reflecting increases in both power usage and power rates. These factors contributed to the Company’s gross profit of $20.5 million for the three months ended March 31, 2023, as compared to a gross profit of $70.0 million for the three months ended March 31, 2022. In addition, as discussed in Note 8 — Commitments and Contingencies, in July 2022, one of the Company’s largest customers filed for voluntary relief under chapter 11 of the Bankruptcy Code.
Our ability to continue as a going concern is contingent upon, among other things, our ability to, subject to the Bankruptcy Court’s approval, implement a Chapter 11 plan of reorganization (the “Plan”), successfully emerge from the Chapter 11 Cases and generate sufficient liquidity from the restructuring to meet our obligations and operating needs. As a result of risks and uncertainties related to (i) the Company’s ability to successfully consummate the Plan and emerge from the Chapter 11 Cases, and (ii) the effects of disruption from the Chapter 11 Cases making it more difficult to maintain business, financing and operational relationships, together with the Company’s recurring losses from operations and accumulated deficit, substantial doubt exists regarding our ability to continue as a going concern. For detailed discussion about the Chapter 11 Cases and the Plan, refer to Note 3 — Chapter 11 Filing and Other Related Matters.
Debtor-in Possession
In general, as debtors-in-possession under the Bankruptcy Code, we are authorized to continue to operate as an ongoing business but may not engage in transactions outside the ordinary course of business without the prior approval of the Bankruptcy Court. Pursuant to certain motions and applications intended to limit the disruption of the bankruptcy proceedings on our operations (the First Day Motions) and other motions filed with the Bankruptcy Court, the Bankruptcy Court has authorized us to conduct our business activities in the ordinary course, including, among other things and subject to the terms and conditions of such orders, authorizing us to obtain DIP financing, pay employee wages and benefits, settle certain de minimis disputes and pay vendors and
12


Core Scientific, Inc.
(Debtor-in-Possession)
Notes to Unaudited Consolidated Financial Statements
suppliers in the ordinary course for all goods and services. For detailed discussion about the Chapter 11 Cases, refer to Note 3 — Chapter 11 Filing and Other Related Matters.
Use of Estimates
The preparation of the Company’s unaudited consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses during the reporting period. Some of the more significant estimates include assumptions used to estimate its ability to continue as a going concern, the valuation of goodwill, intangibles and property, plant and equipment, the fair value of convertible debt, and income taxes. These estimates are based on information available as of the date of the financial statements; therefore, actual results could differ from management’s estimates.
Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents include all cash balances and highly liquid investments with original maturities of three months or less from the date of acquisition. As of March 31, 2023 and December 31, 2022, cash equivalents included $37.3 million and $10.2 million, respectively, of highly liquid money market funds which are classified as Level 1 within the fair value hierarchy. Restricted cash consists of cash held in escrow under the Original DIP Credit Agreement and in escrow to pay for construction and development activities. As of March 31, 2023 and December 31, 2022, restricted cash of $21.8 million and $36.4 million, respectively,consisted of cash held in escrow under the Original DIP Credit Agreement.
Accounts Receivable and Allowance for Doubtful Accounts
The Company’s accounts receivable balance consists of amounts due from its hosting customers. The Company records accounts receivable at the invoiced amount less an allowance for any potentially uncollectable accounts under the current expected credit loss (“CECL”) impairment model and presents the net amount of the financial instrument expected to be collected. The CECL impairment model requires an estimate of expected credit losses, measured over the contractual life of an instrument, which considers forecasts of future economic conditions in addition to information about past events and current conditions. Based on this model, the Company considers many factors, including the age of the balance, collection history, and current economic trends. Bad debts are written off after all collection efforts have ceased.
Allowances for credit losses are recorded as a direct reduction from an asset’s amortized cost basis. Credit losses and recoveries are recorded in selling, general and administrative expenses in the consolidated statements of operations. Recoveries of financial assets previously written off are recorded when received. For the three months ended March 31, 2023 and 2022, the Company did not record any credit losses or recoveries.
Based on the Company’s current and historical collection experience, the Company recorded an allowance for doubtful accounts of $8.7 million as of March 31, 2023 and December 31, 2022.
Performance Obligations
The Company’s performance obligations relate to hosting services, which are described below. The Company has performance obligations associated with commitments in customer hosting contracts for future services that have not yet been recognized in the financial statements. For contracts with original terms that exceed one year (typically ranging from 18 to 48 months), those commitments not yet recognized as of March 31, 2023 and December 31, 2022, were $135.4 million and $159.6 million, respectively.
Deferred Revenue
The Company records contract liabilities in Deferred revenue on the Company’s Consolidated Balance Sheets when cash payments are received in advance of performance and recognizes them as revenue when the performance obligations are satisfied. The Company’s current and non-current deferred revenue balance as of March 31, 2023 and December 31, 2022, was $71.8 million and $80.4 million, respectively, all from advance payments received during the periods then ended.
13


Core Scientific, Inc.
(Debtor-in-Possession)
Notes to Unaudited Consolidated Financial Statements
In the three months ended March 31, 2023, the Company recognized $11.6 million of revenue that was included in the deferred revenue balance as of the beginning of the year, primarily due to the deployment of customer equipment for which advanced payment had been received from customers prior to January 1, 2022.
In the three months ended March 31, 2022, the Company recognized $36.8 million of revenue that was included in the deferred revenue balance as of the beginning of the year, primarily due to the performance of hosting services for which advance payments had been received from customers prior to January 1, 2021.
Advanced payments for hosting services are typically recognized in the following month and are generally recognized within one year.
Recently Adopted Accounting Standards
Measurement of Credit Losses
In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Measurement of Credit Losses on Financial Instruments, which will require an entity to measure credit losses for certain financial instruments and financial assets, including trade receivables. Under this update, on initial recognition and at each reporting period, an entity will be required to recognize an allowance that reflects the entity’s current estimate of credit losses expected to be incurred over the life of the financial instrument. The Company adopted this new guidance on January 1, 2023, and the adoption did not have a material impact on the Company’s unaudited consolidated financial statements.
Accounting Standards Not Yet Adopted
There are no other new accounting pronouncements that are expected to have a significant impact on the Company’s unaudited consolidated financial statements.
3. CHAPTER 11 FILING AND OTHER RELATED MATTERS
Chapter 11
On December 21, 2022 (the “Petition Date”), the “Company and certain of its affiliates (collectively, the “Debtors”) filed voluntary petitions (the “Chapter 11 Cases”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) seeking relief under Chapter 11 of the United States Code (the “Bankruptcy Code”). The Chapter 11 Cases are jointly administered under Case No. 22-90341. The Debtors continue to operate their business and manage their properties as “debtors-in-possession” (“DIP”) under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. The Debtors filed various “first day” motions with the Bankruptcy Court requesting customary relief, which were generally approved by the Bankruptcy Court on December 22, 2022, that have enabled the Company to operate in the ordinary course while under Chapter 11 protection.
Original DIP Credit Agreement and Restructuring Support Agreement
In connection with the Chapter 11 Cases, the Debtors entered into a Senior Secured Super-Priority Debtor-in-Possession Loan and Security Agreement, dated as of December 22, 2022 (the “Original DIP Credit Agreement”), with Wilmington Savings Fund Society, FSB, as administrative agent, and the lenders from time to time party thereto (collectively, the “Original DIP Lenders”). The Original DIP Lenders are also holders or affiliates, partners or investors of holders under the Company’s notes sold pursuant to (i) the Secured Convertible Note Purchase Agreement, dated as of April 19, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), by and among Core Scientific, Inc. (as successor of Core Scientific Holding Co.), the guarantors party thereto from time to time, U.S. Bank National Association, as note agent and collateral agent, and the purchasers of the notes issued thereunder (the “Secured Convertible Notes”), and (ii) the Convertible Note Purchase Agreement, dated as of August 20, 2021, (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), by and among Core Scientific, Inc. (as successor of Core Scientific Holding Co.), the guarantors party thereto from time to time, U.S. Bank National Association, as note agent and collateral agent, and the purchasers of the notes issued thereunder (the “Other Convertible Notes,” and together with the Secured Convertible Notes, the “Convertible Notes”).
Also in connection with the filing of the Chapter 11 Cases, the Company entered into a restructuring support agreement (together with all exhibits and schedules thereto, the “Restructuring Support Agreement”) with the ad hoc group of noteholders,
14


Core Scientific, Inc.
(Debtor-in-Possession)
Notes to Unaudited Consolidated Financial Statements
representing more than 70% of the holders of the Convertible Notes (the “Ad Hoc Noteholder Group”) pursuant to which the Ad Hoc Noteholder Group agreed to provide commitments for a debtor-in-possession facility (the “Original DIP Facility”) of more than $57 million and agreed to support the syndication of up to an additional $18 million in new money DIP (defined below) facility loans to all holders of Convertible Notes. The Company terminated the Restructuring Support Agreement pursuant to a “fiduciary out” which permitted the Company to pursue better alternatives.
Replacement DIP Credit Agreement
On February 2, 2023, the Bankruptcy Court entered an interim order (the “Replacement Interim DIP Order”) authorizing, among other things, the Debtors to obtain senior secured non-priming super-priority replacement post-petition financing (the “Replacement DIP Facility”). On February 27, 2023, the Debtors entered into a Senior Secured Super-Priority Replacement Debtor-in-Possession Loan and Security Agreement governing the Replacement DIP Facility (the “Replacement DIP Credit Agreement”), with Riley Commercial Capital, LLC, as administrative agent (the “Administrative Agent”), and the lenders from time to time party thereto (collectively, the “Replacement DIP Lender”). Proceeds of the Replacement DIP Facility were used to, among other things, repay amounts outstanding under the Original DIP Facility, including payment of all fees and expenses required to be paid under the terms of the Original DIP Facility. These funds, along with ongoing cash generated from operations, were anticipated to provide the necessary financing to effectuate the planned restructuring, facilitate the emergence from Chapter 11, and cover the fees and expenses of legal and financial advisors.
The Replacement DIP Facility, among other things, provides for a non-amortizing super-priority senior secured term loan facility in an aggregate principal amount not to exceed $70 million. Under the Replacement DIP Facility, (i) $35 million was made available following Bankruptcy Court approval of the Interim DIP Order and (ii) $35 million was made available following Bankruptcy Court approval of the Final DIP Order. Loans under the Replacement DIP Facility will bear interest at a rate of 10%, which will be payable in kind in arrears on the first day of each calendar month. The Administrative Agent received an upfront payment equal to 3.5% of the aggregate commitments under the Replacement DIP Facility on February 3, 2023, payable in kind, and the Replacement DIP Lender will receive an exit premium equal to 5% of the amount of the loans being repaid, reduced or satisfied, payable in cash. The Replacement DIP Credit Agreement includes representations and warranties, covenants applicable to the Debtors, and events of default. If an event of default under the Replacement DIP Credit Agreement occurs, the Administrative Agent may, among other things, permanently reduce any remaining commitments and declare the outstanding obligations under the Replacement DIP Credit Agreement to be immediately due and payable.
The maturity date of the Replacement DIP Credit Agreement is December 22, 2023, which can be extended, under certain conditions, by an additional three months to March 22, 2024. The Replacement DIP Credit Agreement will also terminate on the date that is the earliest of the following (i) the effective date of the Plan with respect to the Borrowers (the “Plan”) (as defined in the Replacement DIP Credit Agreement) or any other Debtor; (ii) the consummation of any sale or other disposition of all or substantially all of the assets of the Debtors pursuant to section 363 of the Bankruptcy Code; (iii) the date of the acceleration of the Loans and the termination of the Commitments (whether automatically, or upon any Event of Default or as otherwise provided in the Replacement DIP Credit Agreement); and (iv) conversion of the Chapter 11 Cases into cases under chapter 7 of the Bankruptcy Code.
On March 1, 2023, the Bankruptcy Court entered an order approving the Replacement DIP Facility on a final basis and the terms under which the Debtors are authorized to use the cash collateral of the holders of their convertible notes (the “Final DIP Order”).
NYDIG Settlement
On February 26, 2023, the Bankruptcy Court entered an order (the “NYDIG Order”), whereby the Debtors and NYDIG agree that the Debtors would transfer the miners serving as collateral under the NYDIG Loan back to NYDIG over a period of several months in exchange for the full extinguishment of the NYDIG Loan. The final shipment of miners serving as collateral under the NYDIG loan occurred during the quarter ended March 31, 2023, after which the NYDIG Loan was extinguished in full and the Company recorded a $20.8 million gain on extinguishment of debt in the Company’s Consolidated Statements of Operations.
Priority Power Settlement
On March 20, 2023, the Bankruptcy Court entered an order (the “Priority Power Order”), whereby the Debtors and Priority Power agree that the Debtors would transfer equipment to Priority Power and assume an Energy Management and Consulting Services Agreement and other new agreements. Priority Power was determined to have a single aggregate allowed claim of $20.8 million,
15


Core Scientific, Inc.
(Debtor-in-Possession)
Notes to Unaudited Consolidated Financial Statements
which was secured by a perfected mechanic’s lien. The claim was deemed paid and fully satisfied by transfer of specific equipment from the Debtors to Priority Power on the date of the Priority Power Order, thereby releasing all Priority Power liens. The satisfaction of the obligation and transfer of the equipment is a noncash transaction which did not result in any gain or loss at March 31, 2023.
Reorganization items, net and Liabilities Subject to Compromise
Effective on December 21, 2022, we began to apply the provisions of ASC 852, Reorganizations (“ASC 852”), which is applicable to companies under bankruptcy protection, and requires amendments to the presentation of certain financial statement line items. ASC 852 requires that the financial statements for periods including and after the filing of the Chapter 11 Cases distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. Expenses (including professional fees), realized gains and losses, and provisions for losses that can be directly associated with the reorganization must be reported separately as Reorganization items, net in the Consolidated Statements of Operations beginning December 21, 2022, the date of filing of the Chapter 11 Cases. Liabilities that may be affected by the Plan must be classified as liabilities subject to compromise at the amounts expected to be allowed by the Bankruptcy Court, even if they may be settled for lesser amounts as a result of the Plan or negotiations with creditors. The amounts currently classified as liabilities subject to compromise may be subject to future adjustments depending on Bankruptcy Court actions, further developments with respect to disputed claims, determinations of secured status of certain claims, the values of any collateral securing such claims, or other events. Any resulting changes in classification will be reflected in subsequent financial statements. If there is uncertainty about whether a secured claim is undersecured, or will be impaired under the Plan, the entire amount of the claim is included with prepetition claims in liabilities subject to compromise.
As a result of the filing of the Chapter 11 Cases on December 21, 2022, the classification of pre-petition indebtedness is generally subject to compromise pursuant to the Plan. Generally, actions to enforce or otherwise effect payment of pre-bankruptcy filing liabilities are stayed. Although payment of pre-petition claims generally is not permitted, the Bankruptcy Court granted the Debtors authority to pay certain pre-petition claims in designated categories and subject to certain terms and conditions. This relief generally was designed to preserve the value of the Debtors’ businesses and assets. Among other things, the Bankruptcy Court authorized the Debtors’ to pay certain pre-petition claims relating to employee wages and benefits, taxes and critical vendors. The Debtors are paying and intend to pay undisputed post-petition liabilities in the ordinary course of business. In addition, the Debtors may reject certain pre-petition executory contracts and unexpired leases with respect to their operations with the approval of the Bankruptcy Court. Any damages resulting from the rejection of executory contracts and unexpired leases are treated as general unsecured claims.
Reorganization items, net incurred as a result of the Chapter 11 Cases presented separately in the accompanying Consolidated Statements of Operations were as follows (in thousands):
Three Months Ended March 31,
2023
Professional fees and other bankruptcy related costs $ 20,107 
Debtor-in-possession financing costs 11,452 
Reorganization items, net $ 31,559 
The Company has incurred and continues to incur significant costs associated with the reorganization, primarily debtor-in-possession financing costs and legal and professional fees, which were classified as Reorganization items, net subsequent to our petition.
The accompanying Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022 includes amounts classified as Liabilities subject to compromise, which represent liabilities the Company anticipates will be allowed as claims in the Chapter 11 Cases. These amounts represent the Company's current estimate of known or potential obligations to be resolved in connection with the Chapter 11 Cases and may differ from actual future settlement amounts paid. Differences between liabilities estimated and claims filed, or to be filed, will be investigated and resolved in connection with the claims resolution process.
16


Core Scientific, Inc.
(Debtor-in-Possession)
Notes to Unaudited Consolidated Financial Statements
Liabilities subject to compromise consisted of the following (in thousands):
March 31, 2023 December 31, 2022
Accounts payable $ 29,757  $ 20,908 
Other current liabilities 19,138  64,493 
Accounts payable, and other current liabilities $ 48,895  $ 85,401 
Operating lease liability $ 13,475  $ 13,868 
Financing lease liability 69,775  70,796 
Debt subject to compromise 806,085  844,695 
Accrued interest on liabilities subject to compromise 12,535  12,553 
Leases, debt and accrued interest 901,870  941,912 
Liabilities subject to compromise $ 950,765  $ 1,027,313 
Determination of the value at which liabilities will ultimately be settled cannot be made until the Plan becomes effective and the Company emerges from bankruptcy. The Company will continue to evaluate and adjust the amount and classification of its pre-petition liabilities. Such adjustments may be material. Any additional liabilities that are subject to compromise will be recognized accordingly, and the aggregate amount of Liabilities subject to compromise may change.
4. DIGITAL ASSETS
Activity related to our digital asset balances for the three months ended March 31, 2023 and 2022 was as follows (in thousands):

March 31, 2023 March 31, 2022
Digital assets, beginning of period $ 724  $ 234,298 
Digital asset mining revenue
98,026  133,000 
Proceeds from sales of digital assets (98,384)  
Gain from sales of digital assets 1,064  2,163 
Impairment of digital assets (1,056) (53,985)
Other (374) 847 
Digital assets, end of period $   $ 316,323 
Digital assets are available to be sold as a source of funds, if needed, for current operations and are classified as current assets on the Company’s Consolidated Balance Sheets. The Company had total digital assets of nil and $0.7 million, at March 31, 2023 and December 31, 2022, respectively.
The Company does not have any off-balance sheet holdings of digital assets.
5. NOTES PAYABLE
The commencement of the Chapter 11 Cases constituted an event of default under certain of the Company's debt agreements. Accordingly, all debt not reclassified as liabilities subject to compromise with original long-term stated maturities was classified as current on the Company’s Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022. However, any efforts to enforce payment obligations under the debt instruments are automatically stayed as a result of the Chapter 11 Cases and the creditors' rights in respect of the debt instruments are subject to the applicable provisions of the Bankruptcy Code. See Note 3 — Chapter 11 Filing and Other Related Matters for further information.
17


Core Scientific, Inc.
(Debtor-in-Possession)
Notes to Unaudited Consolidated Financial Statements
Notes payable as of March 31, 2023 and December 31, 2022, consist of the following (in thousands):
Interest Rates Maturities March 31, 2023 December 31, 2022
Kentucky note 5.0% 2023 $ 529  $ 529 
NYDIG loan
11.0% - 15.0%
Various   38,573 
Stockholder loan 10.0% 2023 10,000  10,000 
Trinity loan 11.0% 2024 23,356  23,356 
Bremer loan 5.5% 2026 18,331  18,331 
Blockfi loan
9.7% - 13.1%
2023 53,913  53,913 
Anchor Labs loan 12.5% 2024 25,159  25,159 
Mass Mutual Barings loans 13.0% 2025 63,844  63,844 
B. Riley Bridge Notes 7.0% 2023 41,777  41,777 
Liberty loan 10.6% 2024 6,968  6,968 
Secured Convertible Notes1
10.0% 2025 237,584  237,584 
Other Convertible Notes2
10.0% 2025 322,396  322,396 
Original DIP Credit Agreement3
10.0% 2023   35,547 
Replacement DIP Credit Agreement4
10.0% 2023 35,000   
Other 2,873  2,960 
Notes payable, prior to reclassification to Liabilities subject to compromise 841,730  880,937 
Less: Notes payable in Liabilities subject to compromise5
806,085  844,695 
Unamortized discount and debt issuance costs   (36,456)
Fair value adjustment on convertible notes   (808,148)
Total notes payable, net $ 35,645  $ 36,242 
1 Secured Convertible Notes includes principal balance at issuance and PIK interest.
2 Other Convertible Notes includes principal balance at issuance and PIK interest.
3 Original DIP Credit Agreement, see Note 3 - Chapter 11 Filing and Other Related Matters for further information.
4 Replacement DIP Credit Agreement, see Note 3 - Chapter 11 Filing and Other Related Matters for further information.
5 In connection with the Company's Chapter 11 Cases, $806.1 million and $844.7 million of outstanding notes payable have been reclassified to Liabilities subject to compromise in the Company's Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022, respectively, at their expected allowed amount. Up to the Petition Date, the Company continued to accrue interest expense in relation to these reclassified debt instruments. As of March 31, 2023 and December 31, 2022, $12.5 million and $12.6 million, respectively, of accrued interest was classified as Liabilities subject to compromise.
As discussed in Note 3 — Chapter 11 Filing and Other Related Matters, under the NYDIG Order, the final shipment of miners that served as collateral under the NYDIG loan occurred during the three months ended March 31, 2023, after which the NYDIG Loan was extinguished in full and the Company recorded a $20.8 million Gain on extinguishment of debt in the Company’s Consolidated Statements of Operations.
The principal amount of the Convertible Notes as of March 31, 2023, reflects the proceeds received plus any PIK interest added to the principal balance of the notes. Upon the closing of the merger agreement with XPDI in January 2022, the conversion price for the Convertible Notes became fixed at 80% of the financing price ($8.00 per share of common stock) and the holders now have the right to convert at any time until maturity. At maturity, any Secured Convertible Notes not converted will be owed two times the original face value plus accrued interest; any Other Convertible Notes not converted will be owed the original face value plus accrued interest. In addition, at any time (both before and after the merger with XPDI), the Company has the right to prepay the Convertible Notes at the minimum payoff of two times the outstanding principal amount plus accrued interest. All of the Convertible Notes, totaling $560.0 million as of March 31, 2023, are scheduled to mature on April 19, 2025, which includes $237.6 million for the principal amount of the Secured Convertible Notes which have payoff at maturity of two times the principal amount of the note plus accrued interest. The total amount that would be owed on the Secured Convertible Notes outstanding as of March 31, 2023, if held to maturity was $475.2 million.
18


Core Scientific, Inc.
(Debtor-in-Possession)
Notes to Unaudited Consolidated Financial Statements
6. FAIR VALUE MEASUREMENTS
The Company measures certain assets and liabilities at fair value on a recurring or non-recurring basis in certain circumstances. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value:
Level 1 — Valuations based on quoted prices for identical assets and liabilities in active markets.
Level 2 — Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.
Level 3 — Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.
The Company uses observable market data when determining fair value whenever possible and relies on unobservable inputs only when observable market data is not available.
Level 3 Recurring Fair Value Measurements
Securities are transferred from Level 2 to Level 3 when observable market prices for similar securities are no longer available and unobservable inputs become significant to the fair value measurement. All transfers into and out of Level 3 are assumed to occur at the beginning of the quarterly reporting period in which they occur. As of March 31, 2023 and December 31, 2022, there were no Level 3 financial instruments.
Nonrecurring fair value measurements
The Company’s non-financial assets, including digital assets, property, plant and equipment, and intangible assets are measured at estimated fair value on a nonrecurring basis. These assets are adjusted to fair value only when an impairment is recognized, or the underlying asset is held for sale. Refer to Note 2 — Summary of Significant Accounting Policies, for more information regarding fair value considerations when measuring impairment. The estimated fair value of the Company’s digital assets as of March 31, 2023 and December 31, 2022, was nil and $0.7 million, respectively.
No non-financial assets were classified as Level 3 as of March 31, 2023, or December 31, 2022.
Fair value of financial instruments
The Company’s financial instruments include cash and cash equivalents, restricted cash, accounts receivable, net, accounts payable, notes payable and certain accrued expenses and other liabilities. The carrying amount of these financial instruments, other than notes payable discussed below, approximates fair value due to the short-term nature of these instruments.
The fair value of the Company’s notes payable (excluding the Convertible Notes carried at fair value described above and the expected allowed amount transferred to Liabilities subject to compromise), which are carried at amortized cost, was determined based on a discounted cash flow approach using market interest rates of instruments with similar terms and maturities and an estimate for our standalone credit risk. We classified the other notes payable as Level 3 financial instruments due to the considerable judgment required to develop assumptions of the Company’s standalone credit risk and the significance of those assumptions to the fair value measurement. At March 31, 2023, the estimated fair value of the Company’s other notes payable was $35.6 million and equaled the carrying value of the Company’s other notes payable. At December 31, 2022, the estimated fair value and carrying value of the Company’s notes payable was $36.2 million.
7. LEASES
The Company has entered into non-cancellable operating and finance leases for office, data facilities, computer and networking equipment, electrical infrastructure and office equipment, with original lease periods expiring through 2033. In addition, certain leases contain bargain renewal options extending through 2051. The Company recognizes lease expense for these leases on a straight-line basis over the lease term, which includes any bargain renewal options. The Company recognizes rent expense on a straight-line basis over the lease period. In addition to minimum rent, certain leases require payment of real estate taxes, insurance, common area
19


Core Scientific, Inc.
(Debtor-in-Possession)
Notes to Unaudited Consolidated Financial Statements
maintenance charges, and other executory costs. Differences between rent expense and rent paid are recognized as adjustments to operating lease right-of-use assets on the Company’s Consolidated Balance Sheets. For certain leases, the Company receives lease incentives, such as tenant improvement allowances, and records those as adjustments to operating lease right-of-use assets and operating lease liabilities on the Company’s Consolidated Balance Sheets and amortizes the lease incentives on a straight-line basis over the lease term as an adjustment to rent expense.
The components of operating and finance leases are presented on the Company’s Consolidated Balance Sheets as follows (in thousands):
Financial statement line item March 31, 2023 December 31, 2022
Assets:
Operating lease right-of-use assets Operating lease right-of-use assets $ 20,235  $ 20,430 
Finance lease right-of-use assets Property, plant and equipment, net $ 82,039  $ 84,092 
Liabilities:
Operating lease liabilities,
   current portion
Operating lease liabilities,
   current portion
597  $ 769 
Operating lease liabilities, net
   of current portion
Operating lease liabilities, net
   of current portion
1,055  $ 720 
Operating and finance lease liabilities subject to compromise Liabilities subject to compromise $ 83,250  $ 84,664 
The components of lease expense were as follows (in thousands):
Three Months Ended March 31,
Financial statement line item 2023 2022
Operating lease expense General and administrative expenses $ 390  $ 154 
Short-term lease expense General and administrative expenses 365  191 
Finance lease expense:
Amortization of right-of-use assets Cost of revenue 3,857  9,824 
Interest on lease liabilities Interest expense, net 309  2,102 
Total finance lease expense 4,166  11,926 
Total lease expense $ 4,921  $ 12,271 
In determining the discount rate used to measure the right-of-use asset and lease liability, we use rates implicit in the lease, or if not readily available, we use our incremental borrowing rate. Our incremental borrowing rate is based on an estimated secured rate with reference to recent borrowings of similar collateral and tenure when available. Determining our incremental borrowing rate, especially if there are insufficient observable borrowings near the time of lease commencement, may require significant judgment.
Information relating to the lease term and discount rate is as follows:
March 31, 2023 March 31, 2022
Weighted Average Remaining Lease Term (Years)
Operating leases 10.7 22.1
Finance leases 2.1 2.6
Weighted Average Discount Rate
Operating leases 6.5  % 6.4  %
Finance leases 12.4  % 10.2  %

20


Core Scientific, Inc.
(Debtor-in-Possession)
Notes to Unaudited Consolidated Financial Statements
The following table summarizes the Company’s supplemental cash flow information (in thousands):
Three Months Ended March 31,
2023 2022
Lease Payments
Operating lease payments $ 337  $ 101 
Finance lease payments $ 1,080  $ 12,357 
Supplemental Noncash Information
Finance lease right-of-use assets obtained in exchange for lease obligations     $   $ 10,557 

The Company’s minimum payments under noncancelable operating and finance leases having initial terms and bargain renewal periods in excess of one year are as follows at March 31, 2023, and thereafter (in thousands):
Operating leases Finance leases
Remaining 2023 $ 2,082  $ 37,103 
2024 1,810  39,108 
2025 1,866  1,862 
2026 1,924  32 
2027 1,985   
Thereafter 12,037   
Total lease payments 21,704  78,105 
Less: imputed interest 6,577  8,330 
Less: Liabilities subject to compromise 13,475  69,775 
Total $ 1,652  $  
Balance Sheet Classification
As discussed in 5 — Notes Payable, in October 2022, the Company determined not to make certain payments with respect to several of its debt facilities, equipment financing facilities and leases and other financings, including its two bridge promissory notes. As a result, the creditors under these debt facilities may exercise remedies following any applicable grace periods and pursuant to any confirmed plan of reorganization, including electing to accelerate the principal amount of such debt, suing the Company for nonpayment, increasing interest rates to default rates, or taking action with respect to collateral, where applicable. The Company has classified all of its finance lease liabilities as Liabilities subject to compromise as of March 31, 2023 and December 31, 2022.
8. COMMITMENTS AND CONTINGENCIES
Legal Proceedings—The Company is subject to legal proceedings arising in the ordinary course of business. The Company accrues losses for a legal proceeding when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. However, the uncertainties inherent in legal proceedings make it difficult to reasonably estimate the costs and effects of resolving these matters. Accordingly, actual costs incurred may differ materially from amounts accrued and could materially adversely affect the Company’s business, cash flows, results of operations, financial condition and prospects. Unless otherwise indicated, the Company is unable to estimate reasonably possible losses in excess of any amounts accrued.
Effect of Automatic Stay
Subject to certain exceptions under the Bankruptcy Code, the filing of the Company Parties’ Chapter 11 Cases automatically stayed the continuation of most legal proceedings or the filing of other actions against or on behalf of the Debtors or their property to recover on, collect or secure a claim arising prior to the Petition Date or to exercise control over property of the Debtors’ bankruptcy estates, unless and until the Bankruptcy Court modifies or lifts the automatic stay as to any such claim. Notwithstanding the general
21


Core Scientific, Inc.
(Debtor-in-Possession)
Notes to Unaudited Consolidated Financial Statements
application of the automatic stay described above, governmental authorities may determine to continue actions brought under their police and regulatory powers.
In July 2022, one of the Company’s largest customers, Celsius Mining LLC (“Celsius”), along with its parent company and certain affiliates, filed for voluntary relief under Chapter 11 of the United States Bankruptcy Code in the Bankruptcy Court for the Southern District of New York. On September 28, 2022, Celsius filed a motion in the Chapter 11 case alleging that the Company is violating the automatic stay with respect to the Master Services Agreement between Celsius and the Company (the “Celsius Agreement”). Celsius is also using its Chapter 11 proceeding to withhold payment of certain charges billed to Celsius pursuant to the Celsius Agreement. The Company strongly disagrees with the allegations made in the Celsius motion and the interpretation of the Celsius Agreement espoused therein and is vigorously defending its interests, including seeking resolution from the bankruptcy court and payment of any outstanding amounts owed under the Celsius Agreement (subject to applicable bankruptcy law in the Celsius Chapter 11 case). The parties have agreed to stay the proceedings, including the evidentiary hearing scheduled for November 18, 2022. There can be no guarantee that the bankruptcy court will rule in the Company’s favor in a timely manner or that Celsius will honor the terms of the Celsius Agreement. An adverse ruling by the bankruptcy court that provides Celsius the benefits of the Company’s hosting services without Celsius fully paying the costs of such services would have a material effect on the Company’s business, financial condition, results of operations and cash flows. As of March 31, 2023, the Company had accrued $8.7 million as an allowance against amounts due from Celsius.
In November 2022, Sphere 3D Corp. filed a demand for arbitration with JAMS alleging the existence and breach of a contract for hosting services. The arbitration demand alleges that the Company has failed to provide contracted for services and to return prepayments allegedly made by Sphere 3D for such services. The Company denies the allegations contained in Sphere 3D’s arbitration demand and intends to vigorously defend its interests. The arbitration demand was stayed by the filing of the Company Parties’ Chapter 11 Cases. Refer to the discussion contained within this footnote under the subtitle “Effect of Automatic Stay.”
In November 2022, McCarthy Building Companies, Inc. filed a complaint against the Company in the United States District Court for the Eastern District of Texas, alleging breach of contract for failing to pay when due certain payments allegedly owing under a contract for construction entered into between the parties. The case has been stayed as a result of the Company’s filing of a petition for relief under chapter 11 of the United States Bankruptcy Code.
In November 2022, plaintiff Mei Peng filed a putative class action in the United States District Court, Western District of Texas, Austin Division, asserting that the Company violated the Securities Exchange Act of 1934, as amended, by failing to disclose to investors, among other things, that the Company was vulnerable to litigation, that certain clients had breached their agreements, and that this impacted the Company's profitability and ability to continue as a going concern. The Company denies the allegations contained in the complaint and intends to vigorously defend its interests.
As of March 31, 2023 and December 31, 2022, there were no other material loss contingency accruals for legal matters.
Leases—See Note 7 — Leases for further information.
9. STOCK-BASED COMPENSATION
Stock-based compensation expense relates primarily to expense for restricted stock awards (“RSAs”), restricted stock units (“RSUs”), and stock options. As of March 31, 2023, we had unvested or unexercised stock-based awards outstanding representing approximately 63.2 million shares of our common stock, consisting of approximately 40.4 million RSAs and RSUs and options to purchase approximately 22.7 million shares of our common stock with a weighted average exercise price of $8.68 and a weighted average expense amortization period of 2.8 years.
During the three months ended March 31, 2023, the Company did not grant any stock options, RSUs or RSAs.
During the three months ended March 31, 2023, 1.2 million stock options were cancelled and 4.8 million RSUs were forfeited.
22


Core Scientific, Inc.
(Debtor-in-Possession)
Notes to Unaudited Consolidated Financial Statements
Stock-based compensation expense for the three months ended March 31, 2023 and 2022, is included in the Company’s Consolidated Statements of Operations and Comprehensive Loss as follows (in thousands):

Three Months Ended March 31,
2023 2022
Cost of revenue $ 597  $ 2,039 
Research and development 442  1,882 
Sales and marketing 505  458 
General and administrative 10,729  21,418 
Total stock-based compensation expense $ 12,273  $ 25,797 

As of March 31, 2023, total unrecognized stock-based compensation expense related to unvested stock options was approximately $76.2 million, which is expected to be recognized over a weighted average time period of 2.8 years. As of March 31, 2023, the Company had approximately $63.1 million of unrecognized stock-based compensation expense related to RSAs and RSUs, which is expected to be recognized over a weighted average time period of 2.8 years.
10. INCOME TAXES
Current income tax expense represents the amount expected to be reported on the Company’s income tax returns, and deferred tax expense or benefit represents the change in net deferred tax assets and liabilities. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities as measured by the enacted tax rates that will be in effect when these differences reverse. Valuation allowances are recorded as appropriate to reduce deferred tax assets to the amount considered likely to be realized.
The income tax expense and effective income tax rate for the three months ended March 31, 2023 and 2022 were as follows:
Three Months Ended March 31,
2023 2022
(in thousands, except percentages)
Income tax expense $ 104  $ 42,406 
Effective income tax rate
(0.9) % (10.0) %
For the three months ended March 31, 2023, the Company recorded $0.1 million of income tax expense. The Company's estimated annual effective income tax rate is (0.9)%, compared to the U.S. federal statutory rate of 21.0% due to a change in the valuation allowance 43.8%, state taxes (7.1)%, non-deductible transaction costs (58.8)% and other items 0.2%. The Company has a full valuation allowance on its net deferred tax asset as the evidence indicates that it is not more likely than not expected to realize such asset.
For the three months ended March 31, 2022, discrete tax expense of $7.3 million was included in the $42.4 million of income tax expense. The Company’s estimated annual effective income tax rate without discrete items was (8.3)%, compared to the U.S. federal statutory rate of 21.0% due to the fair value adjustment on debt instruments (15.8)%, change in valuation allowance (9.9)%, non-deductible interest (2.2)%, non-deductible employee costs (1.5)% and other items 0.1%.
23


Core Scientific, Inc.
(Debtor-in-Possession)
Notes to Unaudited Consolidated Financial Statements
11. NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS
The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share (in thousands, except per share amounts):
Three Months Ended March 31,
2023 2022
Net loss $ (11,685) $ (466,204)
Weighted average shares outstanding - basic and diluted 375,419  307,475 
Net loss per share - basic and diluted
$ (0.03) $ (1.52)
Potentially dilutive securities includes securities not included in the calculation of diluted net loss per share because to do so would be anti-dilutive and contingently issuable shares for which all necessary conditions for issuance had not been satisfied by the end of the period. Potentially dilutive securities are as follows (in common stock equivalent shares, in thousands):
  Three Months Ended March 31,
  2023 2022
Stock options
22,724  31,942 
Warrants
14,892  18,284 
Restricted stock and restricted stock units
40,438  96,900 
Convertible Notes 69,997  66,249 
SPAC Vesting Shares 1,725  1,725 
Total potentially dilutive securities
149,776  215,100 
12. SEGMENT REPORTING
The Company’s operating segments are aggregated into reportable segments only if they exhibit similar economic characteristics and have similar business activities.
The Company has two operating segments: “Hosting” which consists primarily of its blockchain infrastructure and third-party hosting business; and “Mining” consisting of digital asset mining for its own account. The blockchain hosting business generates revenue through the sale of consumption-based contracts for its hosting services which are recurring in nature. During 2022, our “Hosting” segment also included sales of mining equipment to customers and was referred to as “Hosting and Equipment Sales”. The Mining segment generates revenue from operating owned computer equipment as part of a pool of users that process transactions conducted on one or more blockchain networks. In exchange for these services, the Company receives digital assets.
The primary financial measures used by the chief operating decision maker (“ CODM”) to evaluate performance and allocate resources are revenue and gross profit. The CODM does not evaluate performance or allocate resources based on segment asset or liability information; accordingly, the Company has not presented a measure of assets by segment. The segments’ accounting policies are the same as those described in the summary of significant accounting policies. The Company excludes certain operating expenses and other expense from the allocations to operating segments.
24


Core Scientific, Inc.
(Debtor-in-Possession)
Notes to Unaudited Consolidated Financial Statements
The following table presents revenue and gross profit by reportable segment for the periods presented (in thousands):
Three Months Ended March 31,
2023 2022
Hosting Segment
Revenue:
Hosting revenue $ 22,629  $ 33,214 
Equipment sales   26,305 
Total revenue $ 22,629  $ 59,519 
Cost of revenue:
Cost of hosting services $ 18,826  $ 31,231 
Cost of equipment sales   22,535 
Total cost of revenue $ 18,826  $ 53,766 
Gross profit
$ 3,803  $ 5,753 
Mining Segment
Revenue:
Digital asset mining income $ 98,026