Good day, ladies and gentlemen and welcome to Marathon Digital Holdings First Quarter Earnings Webcast and Conference Call. I would now like to turn the call over to your host, Chris Brendler, Vice President of Investor Relations. Please go ahead.

Thank you, Sherry. Good morning and welcome to Marathon Digital Holdings first quarter 2023 earnings call. Thank you for joining us for our call today. With me on the call are our Chairman and CEO, Fred Thiel; and our CFO, Hugh Gallagher. Before we get started, I'd like to remind everyone that our prepared remarks may contain forward-looking statements, which are subject to risks and uncertainties, and that we may make additional forward-looking statements during the question-and-answer session. These forward-looking statements are subject to risks and uncertainties, and actual results may differ materially. When used in this call, the words anticipate, could, enable, estimate, intend, expect, believe, potential, will, should, project, and similar expressions as they relate to Marathon Digital Holdings are as such a forward-looking statement. Please refer to our earnings release for a full recitation of our forward-looking statements. Investors are cautioned that all forward-looking statements involve risks and uncertainties, which may cause actual results to differ materially from those anticipated by Marathon at this time. In addition, other risks are more fully described in Marathon's public filings with the U.S. Securities and Exchange Commission, which can be reviewed at www.sec.gov. Finally, please note that on today's call, we will refer to certain non-GAAP financial measures in which Marathon excludes certain expenses from its GAAP financial results. Please refer to our company's periodic reports on Form 10-K and 10-Q for a full reconciliation of its non-GAAP performance measures to the most comparable GAAP financial measures. We'll begin today's call with prepared remarks from Fred and Hugh. After their comments, we will be going through some of the more popular questions from our investors before transferring to a live Q&A with our covering analysts. And with that, on the way, I'm going to turn the call over to Fred to kick things off. Fred?

Thank you, Chris. We started 2023 with two primary goals for the year. The first is to energize our previously purchased mining rigs to reach our target of 23 exahashes by the middle of the year, and the second is to optimize our performance to become more effective and more efficient. As our monthly production demonstrates, we've been making notable progress executing on both of those initiatives. After weathering a tumultuous 2022 that tested the resilience of our entire industry, we started 2023 with our most productive quarter to date. During Q1, we increased our operational hash rate 64% from seven exahashes on January 1 to 11.5 exahashes on March 31. By growing our hash rate faster than the rest of the network and by improving our uptime, we also increased our Bitcoin production. We produced a record 2,195 Bitcoin during the first three months of this year, which is a 41% increase from the prior quarter. April's production report, which we published on May 2, shows that these positive trends have continued into Q2 as well. Thanks to the hard work of our team and our hosting partners, Marathon’s operational hash rate is now over 14 exahashes, double where we started the year and 61% of the way to our 23 exahash target. Additionally, our installed hash rate, which we define as our operational hash rate plus the hash rate that has been installed but not yet energized, is approximately 18 exahashes, nearly 80% of the way to our goal. Given our recent progress, we believe we are still on track to achieve 23 exahashes of capacity near the middle of this year. As a reminder, the miners have all been paid for, so the primary gating item at this point are the ongoing construction of the facilities, the pace of installations, and some pending regulatory approvals to energize one facility where miners have already been installed in Texas. Given what we know today, the path to 23 exahashes remains clear and we believe the target is in sight. Achieving 23 exahashes will be a milestone for Marathon and for our industry as it will establish us as the largest publicly traded Bitcoin miner in North America. But this industry moves fast, and to maintain our position as the industry leader, we must constantly push the pace of innovation. In a few minutes, I'll discuss some of the ways in which our organization is evolving. But first, I'm going to turn the call over to Hugh to discuss our financial results for the first quarter. As you all know, Hugh will be retiring shortly after this earnings call. Hugh has been a valuable member of our team since he joined us a year ago. He was instrumental in developing our finance strategy, building our finance team, and helping us transition from an early-stage company into a more sophisticated organization. So on behalf of everyone at Marathon, thank you Hugh for your service. And with that, I'll let you take it away. Hugh?

Oh, thanks, Fred. And thanks for the kind remarks, I appreciate it. It’s been a pleasure to work here at Marathon, and I'm proud of what the team has accomplished during my time here. And I really do wish everyone at Marathon the best going forward. But now let's focus on the results for the quarter, and I'll take you through them briefly. Improving Bitcoin prices, increased production, and the commencement of our previously mentioned plan to start selling Bitcoin as a means of generating cash were the main drivers of our operating results for the first quarter. Revenues for the quarter were $51.1 million, slightly below prior year revenues of $51.7 million, as a 74% increase in Bitcoin production year-over-year was more than offset by lower average Bitcoin prices compared to last year's quarter. We recorded a net loss of $7.2 million or $0.05 per share in the quarter, compared with a net loss of $12.9 million or $0.12 per share in the prior year quarter. The $5.6 million favorable variance in net loss year-over-year was driven by three main factors. First, we realized gains on sales of the digital asset associated with our sales program that were $17.6 million. Second, the impairment of digital assets improved by $11.5 million year-over-year as Bitcoin prices were generally increasing during this quarter. And third, you'll remember last year we had an investment fund with Bitcoin in it and it had a $5.3 million unrealized loss last year; we have no such fund this year, so we benefited from the absence of that loss. Partially offsetting these favorable variances was a reduction in total margin of $25.3 million and to a lesser extent the impact of modest income tax expense in the current quarter versus a large benefit in the prior year, which was $4.3 million. Adjusted EBITDA improved to $18.6 million from $9.8 million in the prior year period, and the drivers of adjusted EBITDA were similar to what I already mentioned, including the gain on the sale of digital assets, reduction in impairment, the absence of the unrealized loss, and those benefits were offset by a lower margin excluding DNA, because we're talking about EBITDA of $21.5 million. Turning to our Bitcoin holdings, cash flow, and liquidity. Cash and cash equivalents increased to $12.4 million during the quarter to $124.9 million at March 31. Also, at March 31, we held 11,466 Bitcoin with a carrying value of $189.1 million on the balance sheet, with a carrying value of a single Bitcoin being $28,474 and a fair value of our holdings being approximately $326.5 million. We reduced our leverage during the quarter when we repaid the entire $50 million outstanding on the term loan facility with Silvergate Bank and terminated both the term loan facility and the revolving credit facility. Although there were no prepayment penalties associated with this transaction, we did record a small loss on extinguishment of debt of $0.3 million; this is primarily related to the write-off of unamortized debt issuance costs related to those facilities. We sold 2,900 bitcoins during the quarter, realizing cash proceeds of $62.6 million; these proceeds were utilized to fund cash operating expenses during the quarter, including costs of revenues for energy hosting and other cash operating expenses and certain deposits we made in conjunction with the ramp-up of production activities. So all in all, a good quarter for the balance sheet as we increased our cash position by over $12 million, while also reducing leverage by $50 million. As mentioned in our April production report, our cash balance at April 30 was $123.5 million, and we held 11,568 Bitcoin with a fair value of $319.2 million. Our most recent update is not that much different from the March results I just went through on the balance sheet. We expect our future Bitcoin holdings will generally increase but will fluctuate depending upon operating and market conditions. We intend to add to our Bitcoin holdings primarily through our production activities, and we will also continue to sell Bitcoin as a means of generating cash to fund monthly operating costs and for general corporate purposes. And that completes my update. So I'll now turn it back over to Fred to talk a little bit more about our operations and our ongoing plans. Fred?

Thanks, Hugh, and thanks again for all your hard work. To ensure we maintain our leading position in the Bitcoin Mining industry, we need to constantly push the pace of innovation. It's easy to view Bitcoin Mining as commoditized. All miners convert electricity into economic value in the form of Bitcoin. The commodity we all produce may be fungible, but the techniques we implement to produce that commodity, the technologies we develop and deploy, make all the difference. At Marathon, we have always believed in staying ahead of the technology curve because it allows us to optimize our performance and further differentiate Marathon from our competitors. We have continuously invested in the latest, most energy-efficient mining rigs, and we're the only publicly traded miner that runs its own mining pool. Now we're further leaning into this strategy to develop new proprietary mining techniques and own more of the process. Vertical integration is a popular term in our industry, and when most people in the industry use that term, they're really referencing power in data centers. We take a different approach. Marathon is the only Bitcoin miner that is vertically integrating the Bitcoin Mining technology stack. We're the only miner that either directly controls or influences each aspect of the Bitcoin Mining tech stack, all the way from the mining pool down to the ASIC. This includes our mining software, firmware, hardware, and infrastructure. Bitcoin Mining is a game of speed and efficiency, and we believe technological innovation is essential to maintaining an edge in both. Let me give you some examples of our key competitive advantages. We operate our own mining pool, MaraPool, which reduces latency and allows us to orchestrate how and when miners work to solve a block. Our team has built custom controller boards, which give us flexibility over firmware. We have always invested in the latest and most efficient mining hardware, and we maintain good relationships with manufacturers. Once fully deployed, we expect to be one of the most energy-efficient Bitcoin miners at scale, as 66% of our hash rate will come from S19 XPs, which are 30% more energy efficient than the prior generation. And we've been designing, co-developing and deploying immersion cooling infrastructure that reduces maintenance and improves efficiency. In fact, our technology expertise is one of the primary reasons we were selected by Zero Two to help develop and operate the first large scale immersion Bitcoin mining facilities in the Middle East, the details of which we disclosed in a press release earlier this week. While our first domestic deployment of immersion cooling came online last month at Applied Digital facilities in North Dakota, we had already been successfully running immersion in Abu Dhabi as part of a pilot program with Zero Two. Due to its climate, the Middle East is an incredibly challenging place to mine Bitcoin. This part of the world should be a haven for Bitcoin miners because it has an abundance of stranded, sustainable energy, but the climatology, heat, and dust have made deploying air-cooled miners in the region infeasible. Typically, air-cooled miners require cleaning and maintenance approximately every 30 days, even in favorable weather. In unfavorable weather, air-cooled operations need almost daily attention. However, with the immersion pilot we co-developed, the miners ran for over 100 days without any maintenance needed, despite being in one of the most challenging climates imaginable for Bitcoin Mining. Immersion, like the type we're deploying, reduces maintenance and runs effectively in harsh climates, suddenly opens the door to several new opportunities, the first of which for Marathon is in Abu Dhabi. With the pilot successfully completed, we were selected by Zero Two to be their partner in developing and operating the first large scale immersion Bitcoin mining facilities in the Middle East. The joint venture we are establishing is for two sites: a 50-megawatt site in the port zone of Mina Zayed and a 200-megawatt site in Masdar City, which is the sustainability hub for Abu Dhabi. Both sites are expected to be operational before the end of this year. In aggregate, they will generate approximately seven exahashes of security for the Bitcoin network, and through the JV, we will represent 20% of the total project. And just to be clear, our 20% is additive to our 23 exahash target. While we are intently focused on optimizing the mining tech stack, innovation doesn't just come from technology; it can also be expressed in business models. The joint venture we entered into with Zero Two is the first example of this evolution. In 2021 and 2022, our strategy was simple. It was to be asset-light, to outsource the muscle of our operations, and to remain as lean and scrappy as possible. By outsourcing, we were able to grow faster than our competition as it allowed us to invest most of our capital almost exclusively in mining rigs, which are revenue-generating assets. But we were also able to avoid many of the pitfalls that other miners fell into last year, including over-leveraging their business with debt or being upside down on power contracts. This strategy was essential to building the foundation on which we now stand and from which we are growing this year. But all businesses evolve. Startups outsource initially, but once they've established a proof of concept and found product market fit, they begin to bring more resources in-house to optimize their processes, and they begin to iterate on their business model to become more effective and ideally more profitable in the long run. Marathon is currently going through this growth phase; while public, we were essentially a startup at the beginning of last year, and now, after proving out our initial thesis, we are evolving. We're taking what we’ve learned over the past two years and we're starting to build some of the muscle in-house. This muscle includes several new team members across operations, strategy, growth, and technology. It also includes designing and investing in the technologies of the future like immersion cooling, as well as taking a more active role in the development and management of some of our current and future deployments. To be clear, we aren't abandoning asset-light; we have no intention of losing our agility, but we do believe that diversification is integral to creating a more resilient business. We've been applying this principle to our operations over the past year by adding new hosting providers and deploying our mining rigs in different geographies. Now with the joint venture with Zero Two, we're starting to apply it to our business model. When done correctly, joint ventures can be synergistic as it allows each party to play to their strengths. We have deep technical mining expertise and experience with a variety of mining sites, business models, and geographies. Zero Two is a local, well-capitalized collaborator with regional expertise and a proven record of infrastructure development. For us, this was an ideal match. Each deployment comes with its unique challenges and requires a curated approach. We believe in staying flexible and adapting to the circumstances to ensure the best outcome. Technological innovation and adaptation are in our DNA, and we believe they will remain key components of our future as we continue to pursue to expand Marathon's footprint and diversify our operations. We're becoming more diversified, more sophisticated, and as a result, more resilient. We're smarter now than we were a year ago and ultimately in a much better position. We're a company with a strong balance sheet, a roadmap to hitting our primary target of 23 exahashes of capacity near the middle of this year, a growing team of subject matter experts, a technology stack that is becoming increasingly more vertically integrated and efficient, and a unique approach to mining that's allowing us to effectively expand our hash rate to support the Bitcoin network. At Marathon, we're all working extremely hard to ensure that we energize our portfolio of mining rigs on schedule and that we optimize our operations to become not just one of the largest, but one of the most energy-efficient and technologically advanced Bitcoin mining companies in the world. And with that, I'll turn it back to Chris, so we can begin with questions. Chris?

Thanks, Fred. At this time, we're going to commence the Q&A section of today's call. We'll start by answering some of the questions submitted by investors on our Q&A platform. Our first question comes from Brandon. B. What is the minimum Bitcoin price that would allow you to sustain profitability based on current operating costs, would it be Fred?

So, the breakeven price, if you would, of Bitcoin Mining is very dependent on global hash rate and current energy prices and obviously the price of Bitcoin. So it really is a very complex kind of question. But essentially, we're constantly optimizing our operations to make sure that we're operating with the right mix of hash rate dependent on the energy cost and the price of Bitcoin. So I think as you look at Bitcoin pricing, you can kind of look in the rearview mirror at where our average cost to mine at Bitcoin was in Q1. And as you roll forward, an expectation would be essentially to look at growth in the global hash rate and what projections for energy pricing are going forward, which for the summer months we may see obviously some seasonality in energy pricing in certain markets due to just weather driving more demand for energy or less. But our expectation is that obviously more hash rate will continue to come online, and so that kind of breakeven point will continue to edge up sort of month-by-month.

Great, okay. Our next question comes from Jacob. B. Yes, are we still on course to achieve our 23 exahash per second target by June or July? And what obstacles may get in the way of that goal? Also, what is the cause of our hash rate run over the last week? We've hit block numbers we've never seen? What's the catalyst?

Yes. Thank you. So we're still on course to hit our 23 exahashes, as we reiterated throughout this call by the middle of this year. What obstacles can get in the way of that goal? At this point, it's really down to some final construction that's going on, which we don't foresee currently, any challenges with. And then just regulatory approval of one site in Texas where we have machines installed currently, and we're just waiting for energization. Those are kind of the only two things that we see as any potential risk there. Obviously, all the machines have been purchased; virtually all of them have been delivered. And what can be installed has been installed, and the rest are just waiting for buildings to be completed. So we're feeling very confident about that. If you think about the hash rate run over the last week, many of you are familiar with the luck factor that exists within Bitcoin Mining, and over time in theory, your luck should kind of even out. I'd love to say that it's because our technology stack is performing better than expected, but I'm not going to make that comment quite yet until we have more historical data to kind of go from. But we've been very pleased with the results, needless to say. And certainly, based on kind of what everybody can see in the Min Pool by looking at how MaraPool is performing, we're definitely performing north of expectations from just pure hash rate and average BTC produced per exahash numbers that many of the analysts put out there.

Great, okay. Our next question comes from Chaitre. A. Are you planning on selling any Bitcoin soon? If not, do you have enough capital for operations for the next four years?

I can take that. We sell Bitcoin to cover operating expenses as we've done all this year. Essentially, we'll cover energy costs and operating expenses. And then any Bitcoin that's left after that, we save, put on the balance sheet, and huddle. So every month we've been increasing our holdings to some degree or another. Other than potentially in January when we sold more Bitcoin than we produced. But as you look at our capital requirements going forward, we've essentially fully funded the 23 exahash growth target for this year. We've funded the vast majority of the Abu Dhabi project as well. So barring additional expansion in the back half of this year and early next year, we're pretty well set from a CapEx spend perspective at this point. I'm not going to comment on the next four years, because that's a whole cycle in this industry, and we'll have to see how things go.

Yes. Sounds good, okay. Let's go to Bra. M. Yes, countries like the U.S. and Sweden are implementing or attempting to implement large tax penalties on Bitcoin miners. What are you doing to avoid fighting or position the company against these proposed and pass discriminatory taxes?

Well, we have no operations in Sweden, so we're not very active in that area. And to be fair in Sweden, what they did was essentially remove tax abatement that they had and essentially removed the discount. And so those energy rates went back to what they had been previously. And that affected the broad data center space completely, it wasn't just something targeting Bitcoin miners. In the U.S., it's a very different story; the Biden administration's proposal of an excise tax on energy used by Bitcoin Mining is another example of this industry being specifically targeted in an unfair way. If you were to think about different ways to save on energy wastage, the vast majority of energy used in this country is used for heating and cooling of homes. And I think the government should think more seriously about if you're going to restrict an industry, then restrict instead the wasting of energy across all industries. If you want to reduce carbon emissions in this country, Bitcoin miners are the biggest users of renewable energy of any industry and consume less than 1% of the energy generated globally. And you should focus instead if I were the administration on the fossil fuel industry, which when it comes to our electrical energy generation, coal is still 19% of our energy generation focused there as opposed to targeting the Bitcoin Mining industries. This is clearly just a veiled attempt at trying to push Bitcoin Mining offshore, which is something we believe potentially could threaten U.S. National Security, and we think it's very important for the U.S. to maintain a strong position in securing the Bitcoin network by allowing Bitcoin Mining to operate within the U.S. along fair economic terms.

Can you briefly discuss Marathon Digital Holdings' mission for its investors in terms of increasing valuation and dividends?

I'm not going to comment on dividends. Companies that pay dividends typically are just mature industries where there's typically not a lot of growth happening, and it's really just about optimization. In the Bitcoin Mining industry, we are driven to continue to grow our capacity because of the increase in the difficulty rate and the having of Bitcoin that happens every four years. And so we're very focused on continuing to grow. We've done a huge amount of growth this year, we've already doubled our capacity from where we were at the beginning of the year and we're going to increase it further nearly 50% by the time we hit our 23 exahash target around the middle of this year. And so we'll continue to grow in the future. We've not made any public pronouncements as to how much, but I think you could infer that minimally we would want to maintain our share of the global hash rate going forward to maintain our share of the Bitcoin that are awarded each day.

Okay. Well, in the interest of time, I think we'll have to wrap up this part of the Q&A. Thanks to our investors. We really appreciate your interest and your questions. I'll now turn the call back over to our operator to open the line to questions from our covering analysts. Sherry, back to you.

Thank you. Our first question is from Joe Flynn with Compass Point Research and Trading. Please proceed.

Hey, guys. Thanks for the question. We're curious what drove the lower uptime in April compared to March? And if you could comment on maybe the incremental fee benefit you've been getting from ordinals and just overall network activity, looks pretty strong this quarter and it looks like it started picking up as early as March? Thanks.

Sure. So what drove April's production results are a combination of some curtailment in Texas due to heat, as well as one less day of mining, 30 days versus 31 days in the month. And the increase in the global difficulty rate because of the increase in the global hash rate primarily. As you look at the impact of ordinals, obviously we've seen block rewards go up considerably. Where typically the average block reward we've previously been seeing is somewhere in the kind of 0.2 to 0.5 Bitcoin per block. There were some blocks that were won by various pools at over 6.25 Bitcoin per block meaning that the transaction fees were greater than the block reward fees provided by the Bitcoin network. I think this is likely going to be a kind of an initial frenzy as people use, kind of, BRC-20 tokens and are leveraging ordinals. And I think over time, what we'll find is the competition for getting blocks processed and transactions processed that have driven up the fees will abate a little bit and we'll see more normalized transaction fees. Still above historical trends in the most recent periods, but not at the levels of 6 BTC per block. I think there'll be some technologies that will likely come to market, which will enable people to achieve the same outcome on the Bitcoin network as BRC-20 and Ordinals have enabled, but without causing as competitive a race around the transaction fees. I'm a strong believer in innovation in this space, and I think we'll continue to see development of applications and business use cases on top of the Bitcoin blockchain accelerate; we've seen, if you look at the data around the creation of wallets on the Bitcoin network, it's at a record level, back near or above the levels of 2017. And so obviously there's a huge demand to build things on the Bitcoin blockchain. Development teams' focus on the Bitcoin blockchain have expanded considerably. We're obviously very interested in fermenting as much development on this network as possible because we believe a strong Bitcoin network is the best thing for not just the industry, but this country as well.

Thanks. That's helpful. And then just one more question on, kind of, if you could expand on your capital allocation plans going forward. As you mentioned, most of the CapEx is paid for at the JV and all the miners are purchased. So just more specifically on that point, have you considered using the cash in Bitcoin on hand to buy back the convert here, like at a significant discount?

Yes, I'm not going to comment on the convert, but we're obviously very focused on managing the company's assets as effectively and efficiently as possible. And we'll continue to evaluate growth opportunities and obviously balance sheet opportunities as we move forward. And we'll announce plans kind of as they happen.

Our next question is from Lucas Pipes with B. Riley Securities. Please proceed.

Thank you very much, operator. Good morning, everyone. Thanks for taking my question. Fred, I wanted to circle back to the earlier question regarding production cost and maybe take a slightly different angle. Could you comment on the average power cost in Q1? In terms of kind of 10s per kilowatt hour, and what would be your outlook for power cost once you fully ramped up to the 23.3 exahash? Thank you.

Sure. The challenge, Lucas, as you know, is that in some instances, we pay for energy and hosting separately. However, in most of our third-party hosting arrangements, those costs are typically combined. Therefore, I can only discuss the overall hosting and energy costs rather than isolating the energy expenses. From what I can see, our combined costs for energy and hosting are likely in the $0.06 to $0.07 range, based on a rough estimation. I believe that's a reasonable figure. The only situation where we can differentiate them is our King Mountain site, which is the one location where we can separate those costs.

Very helpful. Thank you. And then that $0.06 to $0.07 would apply to the fully ramped 23.3?

Yes.

Very helpful. Thank you for that. And then I know you've got a few questions already in regard to investments over the course of this year. Again, I want to take a slightly different angle looking at Q1 cash flow statement. I kind of see three buckets: advances to vendors, purchase of PP&E or P&E rather, and then also investments in the joint venture. And I just wondered if you could maybe elaborate on each of those buckets exactly, kind of, what use, for example, in the joint ventures, is that in Abu Dhabi or is that related to Kings Mountain et cetera. So would appreciate the color on those investments and then also kind of at the end of the year where would you expect these various buckets to stand based on your current budget? Thank you very much.

I mean, the way we look at it, yes. Thank you, Hugh.

I'll just jump in. Lucas, I think the way I would look at it is as Fred mentioned, the 23 exahash is paid for, so we don't have any real significant CapEx related to hitting that. That doesn't mean we won't continue to look to grow the business going forward. I think the one that you could probably most easily comment on and get clarity on is the investment in the joint venture, that is all related to the Abu Dhabi JV, it's $43 million so far. We said earlier in the initial announcement that we expected the entire JV to be around $406 million; 20% is our share, so 20% of that is in the $80 million range, a little bit over $80 million. So we're kind of halfway through that. And I think that's probably the best way to kind of walk you through it. As you can see when you compare our cash flow this quarter to last year's quarter, as we've already said, it's significantly lower because most of the advances to vendors were essentially receipt of equipment and not necessarily purchases of any new equipment. Any purchases of PP&E that you see there are probably just some maybe some containers here and there for immersion and things like that, nothing really significant.

That is very helpful. Thank you for all the color and I'll turn it over. Best of luck.

Thanks.

Our next question is from Tyler DiMatteo with BTIG. Please proceed.

Good morning, everyone. Thanks for taking the questions. So Fred, I wanted to follow-up on your comments on the vertical integration with the mining tech stack. Can you provide a little more color there and how you're thinking about integrating some of those technologies into the business the uptime of rigs from emerging, for example, I know it's a pretty big thing that you talk about. Any other color there that you could, kind of, speak to that you're looking towards through this year, maybe in the next?

Sure. So I think a great way to look at this is and again, don't translate these numbers literally. But if you look at the mobile telephone industry and you look at Apple versus any other vendor, Apple with less than 20% share of the mobile industry generates over 80% of the gross margins in the industry because of their vertically integrated tech stack. They have the hardware device. In the hardware device, they have chips. They have the operating system on the device. They operate cloud services and get a fee on kind of transactions, if you would, that are done through their cloud services. If you correlate that to our tech stack, what is the equivalent of the kind of cloud services for us is our pool. The pool is the orchestration layer that essentially instructs miners what to do. In a traditional third-party pool, the challenge is that they have to be able to properly task and control miners with a huge amount of variation in them. They may have old S9s, old S17s by Bitmain, they may have micro BT machines, they may have all sorts of machines of different generations, different efficiencies, different latencies, different capacities connecting to their pool, and they have to manage those kind of equitably, which means typically third-party pools are optimizing to the lowest common denominator. That creates inefficiency if you're a large-scale miner who has the most advanced equipment in the industry. And as we've said repeatedly, 66% of our hash rate will be coming from S19-XPs, which are the most energy-efficient miners and amongst the most powerful miners in the industry today. So being a member of a pool that's optimized to a lower common denominator of S9s and S17s doesn't make sense. And while it's not going to generate a huge increase in the operational efficiency, it does add incremental efficiency. And in our industry, a 1%, 2%, 3%, 4%, or 5% increase in efficiency can be very significant. And so you start with the pool and by having our own pool, we essentially don't have to design it to operate with third-parties in mind. So everything we do can be optimized to efficiency. We can remove every second of latency in the communication because we don't have an issue of having to validate the miners that into our pool because it's our own pool, it's proprietary connections. And so we can save on that step in the operational process of the pool. So things like that allow us to gain a few single-digit percentage points of efficiency, which allows our pool to sometimes potentially not saying it's the reason why, but potentially outperform the average pools out there from a perspective of how many Bitcoin per exahash do they produce? The next layer down is the management layer that actually operates a site. And so together with the firmware that we have built, which allows us again to optimize the operation of the miner specifically to our need as opposed to using a third-party firmware that's operating in the miner that has to cover lots of different machines or the stock firmware that comes from the vendor. Our firmware is specifically optimized to work with our pool and also with our controller boards, and our controller boards provide us greater control over the miner. It allows us to do things like flash updates over the air, so you don't have to go physically go and update each miner; you can do it all remotely. It lets us control and track the operation of every miner down to the hardware layer, which again allows us to optimize their performance specifically to the needs of a specific site. So at a specific site, you may have temperature variations going on. You may have energy prices changing. You may be doing intelligent control of curtailment. All things like that start entering into the technology stack and having a very significant impact on the operating results of an individual miner, a site, and therefore the company. So that's kind of a way to look at it. The other way to look at it is over time, we're going to integrate much more even down to the basic layer on the board of the miner itself. And I think you'll see through some future announcements what we've been doing in that area. And I think we will be absolutely the only miner that is fully integrated from pool down to ASIC in the industry, and we view that as a very critical differentiation.

Okay, great. Thank you. I really appreciate that. And then I want to follow-up. You made some comments on the immersion applied digital and now you're working towards the JV. But you alluded to some of those other opportunities presumably, you may have mentioned a little bit of those, but can you just provide some more color on those as well if there's anything that you didn't just touch upon, please?

Yes. When it comes to immersion, there's a concept in the technology sector where you can be a pioneer, the first to enter a new industry or technology, or a fast follower. Throughout my 40 years in this industry, it's clear that pioneers often face challenges, while fast followers tend to succeed. A common example is that Google was not the first search engine, and Facebook wasn’t the first social media platform. Fast followers can learn from the pioneers and improve upon their models. Like many companies, we take a similar approach to Apple, which often isn't the first to innovate but waits to see how things unfold before releasing a more refined version. We reviewed the first-generation versions of immersion technology and identified some shortcomings. We established key design criteria: it needed to be simple and cost-efficient, minimizing capital expenditure for deployment. It also had to be highly reliable, with remote control and maintenance capabilities to reduce the need for a large on-site team. Our pilot in Abu Dhabi demonstrated that we could manage operations without direct intervention for extended periods, which is unusual in this industry. This capability lowers operating costs by requiring fewer personnel on-site and also reduces the economic barriers for smaller-scale sites. Traditionally, the industry has favored large utility-scale sites above 50 megawatts because that model typically offers the best operational efficiency. However, with our immersion technology, we believe we can effectively establish smaller sites, creating many more global mining opportunities. The reduced need for a large operational team allows for a much more distributed network if we choose to implement that strategy. We are focused on optimizing our mining operations, particularly with this emerging technology, as we continue to enhance it. As we progress, you'll see us prioritizing advanced technology, whether through the most efficient machines, superior immersion technology, updated firmware, or improved controllers.

Okay, great. Thank you. Really appreciate that, Fred. I'll turn it back to the queue.

Our next question is from Kevin Dede with H.C. Wainwright. Please proceed.

Good morning, everyone. Thank you for taking my questions. Fred, could we revisit the curtailment announcement or comments you made regarding the March operations?

April? April. Right.

Could you add maybe a little more color to that? At what point do you get to decide or do you rely on your hosting partners to decide? What's sort of the threshold? How do you look at weather patterns? And I don't know, just maybe just give us some insight on your thinking around curtailment and how you're going to manage it?

Yes. Think of it this way. Unlike some competitors that operate single sites and rely on one location for their hash rate, making them vulnerable to local grid issues and power sources, we have distributed our operations across many sites. Each site manages curtailment differently. For instance, at King Mountain in Texas, we have a direct power purchase agreement for wind energy, influencing our decisions on whether to sell or consume that energy based on the current Bitcoin price, global hash rate, and local energy prices. This is also influenced by the systems our partner, U.S. BTC, has implemented. We have been upgrading these systems to improve how we handle curtailment, making them smarter and allowing us to optimize shutdown processes. We expect to see benefits as summer approaches, as Texas typically experiences higher heat and related curtailment issues. Our custom firmware helps optimize both underclocking and overclocking in response to heat. At our APLD sites, curtailment management varies by location due to different weather patterns and operational conditions. Our diverse strategy means we can spread our exposure to curtailment. As we continue to implement more immersion cooling, we anticipate reduced heat-related curtailment. Additionally, as we enhance our operations and automation regarding energy pricing and curtailment, we will see improvements in efficiency. As we move forward with opportunities to control our power purchases, we can leverage tools for bulk buying and hedging, further optimizing our operations. This journey of optimizing curtailment is just beginning, and we expect to see ongoing benefits throughout the year.

Can we discuss the Abu Dhabi installation, Fred? You mentioned 250 megawatts and seven exahashes. Is that seven nameplate? Can you explain overclocking and underclocking there? Perhaps you can share insights on the performance from your pilot with overclocking? Also, when do you expect the power to come online? Do you think everything will be ready by the end of this year, or can you provide more details? You mentioned you would have something operational this year, but I missed some specifics. Sorry about that.

Sure. So in reverse order, the site will be fully operational by the end of this year, all 250 megawatts. And like any of our deployments, you'll see it come on gradually, starting in the not too distant future here and then accelerating as more equipment has kind of landed on the ground and installed. We'd obviously specifically if you want to think about curtailment there in the summer months, you'll see some curtailment due to not heat, but rather energy demand. As I think I've mentioned previously, you have this energy use symmetry that exists there where they need 4 gigawatts of power generation in the summer for all the air conditioning that they run amongst other things. And in the winter, that's only about 1 gigawatt. And so in the wintertime, there's plenty of excess energy, and in the summertime, there are periods of the day where there may be curtailment. So we may see some seasonality in the numbers, and likely we'll see in the summer months, some curtailment. And then in the winter period, obviously, there won't be any curtailment. So there'll be seasonality in those numbers. All of the hash rate when we talk about it is nameplate. And we specifically don't comment on overclocking because two things: one, it's very easy to assume, oh, if you can overclock your miner by 10%, 20%, 30%, 40%, 50%, then we'll just take that into your numbers. Overclocking is dependent on a lot of things: site-specific, cooling technology-specific, etc., etc. And it just gets too complicated to try to talk about hash rate net of, kind of, over or underclocking. So we believe that by talking just nameplate hash rate, there are going to be periods of the time in certain sites where we underclock miners as a way to keep them operating during summer months when otherwise they would be curtailed for heat purposes as opposed to energy purposes. And there will be times of the year at certain sites where we will overclock. What I can tell you is that the pilot in Abu Dhabi exceeded our expectations on the amount of overclock we were able to achieve. I'm not going to name a specific number; I'm going to be like the U.S. Navy and just not talk about how fast our ships are or how deep our submarines go. But I think what you'll see as we announce numbers in the forward quarters, including results from those sites, I would expect to see our operational efficiency as a percentage of our nameplate hash rate get closer to 100% at times when we can overclock and otherwise be at kind of what our normal rate is, which is in the kind of 90ish percentile.

How should we think about the joint ventures power costs?

So I think you should think of it as it's essentially a fixed contractual price that starts in the kind of low-single-digit range and goes up marginally over the life of the contract. So there's no risk on the pricing there at all. It's fixed with kind of an annual little increase each year. And again, because that's a joint venture operation, depending on how we end up consolidating that, we may just show it as a profit number based on our 20% share without kind of a lot of detail around the specific Bitcoin mine there, etc. But that's something those are details we're still working out.

Okay. You mentioned the length of the contract, but can you discuss that and explain who will own the assets at the end of the contract?

We haven't commented on that aspect yet; it's a multi-year agreement. Like any joint venture, there are provisions in the contracts for liquidating the joint venture either at expiration or upon extension. An unwinding process would then take place. It is a multi-year agreement, which is typical for the duration of the hosting agreements we have.

Our final question is from Brian Dobson with Chardan Capital Markets. Please proceed.

Hi, thanks and good morning. Just another quick follow-up on the joint venture, which is very exciting. I guess ultimately as a management, how did you choose that partner? And also, which geographies were you considering? And really what made you decide that Abu Dhabi was the right place?

Great question. So when you look at any opportunity, you're looking at kind of the risk-reward aspects of it. And so as an international opportunity, you obviously have risk relative to the locust, the country you're going to operate in there, regime risk, taxation, etc. The UAE had a number of very attractive opportunities or aspects to it. One is stability, excess power; they just recently brought on a new 5-gigawatt nuclear power plant in addition to all of the existing power infrastructure they had. They had excess power generation capacity, but they also had a need for Bitcoin mining. This asymmetry in the energy that exists there creates a problem or challenge for them, which is two-fold. One is you are only monetizing your energy generation in the winter months to a much lower degree than you are in the summer months. And so that capital equipment, if you would, for energy generation in theory is not revenue generating in the months when you're not consuming the power that's needed there. The government and the owners and investors in the power generation assets were very interested in finding a way that would allow them to better get a return on investment in their power generating assets, which includes the transmission line distribution of energy in the country in a way to achieve a couple of things. One is how do we obviously generate revenues that we're not generating today as a way to increase the ROI on the investment they made in the energy generation and distribution. The other thing is the government provides subsidies for electricity to their people, which is a great thing. The ability to monetize the energy generation through Bitcoin mining is a way to allow the government to do that in a way where they're not having to take money out of the treasury to do it, but instead can use this operation as a way to help subsidize the energy costs in the country. Lastly, the heat off-take from the energy generation essentially drives the water desalination systems that they have. The vast majority of water in that region has to come from desalination, where you're taking seawater and essentially heating it to the point where it converts to steam; then you condense the steam, and what you have is distilled water essentially. That is the primary source of water in that region. They need the heat off-take from the energy generation, but when the energy generation drops in the wintertime, they don't have all that heat off-take. They had to find a way to keep the heat going, if you would, from the energy generation in a way that was profitable because you don't want to run these systems if you can't sell the energy. So we provided the ideal solution. It was really a match made in heaven. If you think about who our partners are there, the investors, the co-investors, if you would, together with us, in this opportunity are obviously members of sovereign wealth fund, which also has an ownership interest in the power generation and distribution in the country. From a risk perspective, we only wanted to partner with somebody where we could dramatically decrease risk of energy pricing, energy contracts, energy distribution, etc., and we also wanted to partner with a partner who would have significant skin in the game to ensure that the operation was going to operate successfully post-launch and that they were going to be able to bring the capital to the table if they said they were. We could not have chosen a better partner. Zero Two is a great partner; their investors are obviously some of the largest entities in the country. We feel very honored and proud to be able to work with such a good partner there. It was kind of a combination of risk, the unique nature of the way energy markets work in that country and that region, and also the ability for us to really deliver a technology advantage that nobody else could. A number of other people had attempted to partner, and we ended up being chosen because our solution was better.

Yes, excellent. Thank you. I believe that aligns with what many investors are discussing regarding subsidizing the base load for clean energy projects. Do you see opportunities in other parts of the world? What other regions might you consider?

Yes, a great question. So we are very focused on diversifying risk. And by the same token, no pun intended, that we diversified out of Texas into North Dakota and other parts of the U.S. Now diversifying internationally. We're looking at things like optimizing for different climates in different hemispheres. For example, if you're in the southern hemisphere and you're operating there with seasonality there, heat, for example, if we were to do air cooled in the southern hemisphere, the hottest period for the southern hemisphere is when it's coldest in the northern hemisphere. And so you could essentially offset some of the seasonality in production by splitting operations between the North and South hemispheres. So there are some opportunities in Latin America, which we think are potentially promising. We're not going to name locations at this point, but let's just say that there's some very interesting opportunities for renewable energy in Latin America. We're also looking at further growth in the Gulf region, not just in UAE, but countries around there, who have similar needs and similar systems and allow us to kind of leverage our good reputation from the Zero Two project in the region. There's some potential interesting energy sources in Africa that are renewable, geothermal energy, for example, being one that looks quite promising. You won't see us necessarily doing any expansion in Europe. You may see some expansion in Asia; there's certain opportunities in parts of Asia where there's attractive hydro energy also. So I think if you kind of look at the combination of our technology stack that we've built, kind of going back to what I said about being able to operate smaller sites, hands-off, kind of remotely allows us to take advantage of opportunities for smaller size sites that maybe are more geographically dispersed. It kind of opens up more opportunities than would normally be open to a large-scale miner like ourselves. And then you also have the opportunity, as we've spoken about before, where we believe the ability to generate energy by consuming methane gas from landfills, for example, is a very interesting opportunity because you're taking something that is 80 times more damaging than carbon dioxide and essentially eliminating it. Converting it to energy using that energy for Bitcoin production. In that way, we would be fully energy self-sustaining at those sites and not need potentially grid energy at all for that. So generate our own energy, consume our own energy, while at the same time having a significant potential impact on the climate. Those are kind of how we look at opportunities here going forward.

Excellent. Thank you very much for that color.

Thank you. There are no further questions at this point. I'm going to turn the call back over to Chris Brendler for closing remarks.

Thanks, Sherry, and thanks everyone for your time today. If you have any additional questions that were not answered today during today's call, please feel free to contact our Investor Relations team at [email protected]. Thank you and enjoy the rest of your day.

Thank you. This does conclude today's conference. You may disconnect your lines at this time, and thank you for your participation.