Greetings, and welcome to MARA's Q4 2024 Earnings Call. At this time, all participants are in a listen-only mode. Please note that this conference is being recorded. I will now turn the conference over to our host, Robert Samuels, Vice President, Investor Relations. Thank you. You may begin.

Thank you, operator. Good afternoon, and welcome to MARA's Fourth Quarter and Full Year 2024 Earnings Call. Thank you for joining us today. With me on today's call are our Chairman and Chief Executive Officer, Fred Thiel, and our Chief Financial Officer, Salman Khan. Certain statements made during this call may be considered forward-looking statements within the meaning of the federal securities laws. In particular, any statements about our future growth plans and performance, our liquidity position, our growth opportunities, and our future financial performance are forward-looking statements. These statements are identified by the use of words such as anticipate, believe, estimate, intend, design, may, plan, project, would, and similar expressions or variations. Investors are cautioned not to place undue reliance on these forward-looking statements. All forward-looking statements made on today's call involve risks and uncertainties. While we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so except to the extent required by applicable law. Our actual results and outcomes may differ materially from those included in these forward-looking statements as a result of various factors, including, but not limited to the factors discussed under the heading Risk Factors in our most recent annual report on Form 10-K and any other periodic reports that we may file with the Securities and Exchange Commission. Finally, please note that on today's call, we will refer to certain financial measures that were not prepared in accordance with generally accepted accounting principles in the United States, including adjusted EBITDA and non-GAAP total margin. MARA believes these non-GAAP financial measures are important indicators of its operating performance because they exclude certain items that we do not believe directly reflect our core operations and may not be indicative of our recurring operations. Please refer to the full earnings release for a full reconciliation of these non-GAAP financial measures to the most comparable GAAP financial measures. We hope you've had the chance to read our shareholder letter and we look forward to your feedback. We'll begin with some prepared remarks from Fred and Salman. After their comments, we will be conducting an analyst interview with management. Today's session will be conducted by Brett Knoblauch, an analyst at Cantor Fitzgerald. Once Brett is finished, we will go through some of the more popular questions from our retail investors. And with that out of the way, I'm going to turn the call over to Fred to kick things off. Fred?

Thank you, Rob. Thanks, everyone, for joining us this afternoon. I'm very proud to report record high revenues, net income, and adjusted EBITDA for the fourth quarter and full year 2024. In addition, our direct energy cost for Bitcoin for 2024 was $28,000 from our own sites. Our shareholder letter this quarter walks through the transformation that we set in motion last year to transform MARA from asset light into a vertically integrated energy and technology solutions provider, a transformation that we are accelerating in 2025. We secured 300% more energy capacity, expanding our total portfolio from approximately 0.5 gigawatts to 1.7 gigawatts and deployed our first owned power generating assets, reducing our reliance on grid power and lowering our cost to mine. By owning energy assets, we lower our single biggest input cost, energy, where the average grid-connected miner may be paying $40 a megawatt, at sites where we use owned energy assets, our energy costs could be as low as $10 a megawatt or even less in some cases. This is what allows us to extend the life of our single largest CapEx item, computing hardware. By potentially doubling the useful life of miners, our need for maintenance CapEx is reduced, which we believe will make us more capital-efficient and less dependent on replacing our fleet at these sites every three to four years like our peers. This also means we potentially would be able to mine at times when others will have to curtail because the marginal cost to mine is too high, allowing us to benefit from likely reductions in the global hash rate while some others cannot. The other area we're very focused on in regards to energy transformation is developing solutions that help us and the customers of our solutions optimize how power is consumed, stored, and distributed. This allows us to activate new services for data centers, AI operators, and energy markets. We can co-locate with them, balance their load, and generate revenue to offset costs in ways that grid-reliant miners simply cannot. We're proud of our transformation, but we're far from done. While we remain bullish on Bitcoin and our mining business, we're continuing to explore how MARA can emerge as a leader in the next major opportunity, artificial intelligence. With the focus on inference AI where we intend to deploy an initial set of pilots totaling 30 megawatts of inference AI computing using our two-pick liquid cooling technology this year both at our own sites as well as MARA partner and customer sites. We'll discuss our AI plans in more detail next quarter, and you can read more about it in our shareholder letter. In conjunction with our emerging technology business, we're taking steps today, including investing in research and development to establish our presence in AI in adjacent markets, which we expect will create additional revenue opportunities over the long term. We expect our costs to decline as we realize savings from owning our own sites and generating our own power, and we will be laser-focused on efficiency as we drive towards our goal of near-zero cost of energy. I'd like to thank our employees for their hard work and our shareholders for their support. And with that, I'll turn it over to Salman for some highlights from the quarter. Salman?

Thank you, Fred. As Fred mentioned, we reported record results for the fourth quarter and full year. You can see the details in our letter, but I wanted to highlight a few key metrics. In 2024, we strategically transitioned into a vertically integrated energy and digital infrastructure company by acquiring five data centers, which we own, increasing our percentage of owned capacity to approximately 70%. This is a critical step forward, achieving greater operational control and efficiency, as Fred mentioned. Full financial details will be available in our Form 10-K to be filed timely with the SEC upon completion of the audit process. Now let me provide financial highlights for the quarter. Revenue increased 37% to $214.4 million in Q4 of 2024 from $156.8 million in Q4 of 2023. For 2024, revenues grew 69% to $656.4 million from $387.5 million in 2023. Net income, on the other hand, increased 248% to $528.3 million or $1.24 per diluted share in Q4 2024 from net income of $151.8 million or $0.66 per diluted share. Net income includes income on the fair value of digital assets. Full year net income grew 107% to $541 million compared to net income of $261.2 million in the prior year period. On the other hand, adjusted EBITDA increased to $794.4 million in Q4 of 2024. As a reminder, this is a new benchmark for the industry, that increased from last year’s Q4 of $259 million. Full year adjusted EBITDA was $1.2 billion compared to adjusted EBITDA of $417.1 million in the prior year period. Finally, our direct energy cost per Bitcoin, as Fred mentioned, was $28,801, and the cost per kilowatt-hour was $0.039 for our own sites in 2024. Cost of revenue per petahash per day, excluding depreciation, continued to improve by 5% this quarter and 17% for the full year. With that, I'll turn it over to Brett from Cantor Fitzgerald to start our management interview. Brett?

Perfect. Thank you for having me here today and excited to have a good dialogue here. Maybe to start, I know you guys talked a bit about AI and expectations to give us more detail on what your plans are for next year. But a lot of your peers in the space are kind of looking to a co-location model where they're maybe spending CapEx to build the infrastructure and leasing them out to a tenant. Is that something you are interested in or are you just interested in helping, call it, balance the load at those locations?

I think a couple of things. One is, while there is a huge demand from AI hyperscalers or let's just say hyperscalers and AI HPC vendors for capacity today, a lot of those sites that they're looking for are 500 megawatts and more. I mean, there's been talk in the press recently about the real focus from the hyperscalers on these larger sites and a number of our peers in the industry have even talked about this in their most recent earnings. We believe that as this build-out occurs, essentially space becomes a commodity, right, and when you're providing power and rack space essentially, you really are a commodity. I think if you go back to the time in the first Internet boom, you had the huge data center build-out and then you had an overbuild of capacity. Then as the next wave came, the second wave, companies like Digital Realty, DevOps, and others became experts at this business. We think with AI, the trend is slightly different. There is a need for large learning centers, but the capacity in those centers really is shifting in that now people are much more focused on reasoning models and AI agents. And this is going to shift the demand for what these sites do and how they're operated. I think you'll continue to see in the press more and more people talking about how individuals are moving away from the need to scale already expensive training runs and moving more towards reasoning systems. So, we don't want to be chasing a ball that we think is moving very quickly and where investments are going to have to shift. The power needs per rack are hugely increasing with each generation of hardware, and it's going to be very hard for a lot of our peers, I think, to keep up. We believe the real profit in AI is going to come from inference. Inference is where you actually monetize AI. Once you have a model, you load it into an inference site. That inference site typically is located in close proximity to a customer, not miles and miles away in areas where you have low-cost energy. They need to be near where the customers are because the customers need low latency, the customers need rapid response, and the customers don't want the data to leave their control often. Therefore, small inference AI sites are the future, and we want to be able to provide a complete solution to customers for inference AI at the edge. That's something we're going to be very focused on as opposed to just trying to scale and build very big sites where you're having to deal with customers with leases who are putting in their own equipment.

Understood. Very helpful. I feel like 2024, as you guys noted, was a transformational year going from a largely hosted Bitcoin miner to a vertically integrated miner. In your prepared remarks, you outlined that you expect to accelerate that trend in 2025. Should we expect you to go out and acquire as much power in 2025 as you did in 2024? And any thoughts on regions or locations where you would look to do that?

That's a great question. So we've stated previously that we expect to essentially have 50% of our capacity coming from international markets by 2028, and we think there's an important difference in the US domestic market and the international market regarding how energy infrastructure and the energy industry operates. The US is a highly fragmented market with lots of generators and distribution of energy, independent power producers, all sorts of other providers. It's a market where it's very fragmented. The international markets are centrally controlled. If you look at what we did in the UAE, which is by far one of our most successful projects when it comes to collaborating with an energy company, we went from contracts with the sovereign to a fully operational 240 megawatts of capacity across two sites in just under 13 months. That is what happens when you can partner with an energy company. We have begun speaking with energy companies internationally about the opportunity to not be vendors of power to us, but rather to be partners in joint ventures. Where energy price is less of an issue, you can view that as a capital contribution. We're focused on building very large-scale opportunities internationally together with energy partners, where we can help them balance their grids, and provide curtailable load so that as they begin to add things like hyperscale sites and AI, they have the ability to provide curtailment for those sites, allowing those sites to use extra capacity on the grid. You may have seen the Duke University study, which recently came out, which said that the US had 78 gigawatts of additional capacity if the load on it was curtailed 5% of the time. We believe that in centrally controlled energy markets, partnering with the energy provider and being in business with them, not being a customer of them, is how those future markets will develop. In the US, however, we will continue to focus on acquiring energy assets because we believe being our own generator of energy and getting as near to zero cost as possible is critical to making Bitcoin mining viable for the long term. We have another opportunity coming in not a very long time and another one four years after that; grid energy is only going to get more expensive, and so miners will have to have extremely low-cost energy and be in control of their own energy assets. So you'll see us grow internationally using one model, and domestically using another, but over time, our sites will be split about 50-50 between the two markets.

In terms of owning energy assets, how does that compare to just being a vendor regarding scalability? Specifically, how quickly can you increase exahash if you decide to pursue the energy asset ownership path?

Here's the interesting thing, if you look at the wind farm in Texas that we acquired, for example, that's a wind farm that sells energy today, so we can scale into that site and still be generating cash flow from the site. What we end up doing is optimizing every electron from that site. Wind and solar assets aren't able to sell 100% of their nameplate capacity 100% of the time. Only during certain peak periods can they really maximize profits. These sites have to be very profitable the few times that they're able to sell energy with high margin because, as you're familiar with the duck curve, there's negative pricing due to all the intermittent generation in places like Texas during specific times of the day. But if we can utilize every single electron that comes off that wind farm, we're able to maximize the profit per electron, allowing us to be almost an energy trader where we're our own customer but we can still remain a vendor to the grid. So we don't have to build a site and fully populate it; we can do it over time. The strategy of having very low-cost energy, which wind provides, means almost near-zero marginal cost to generate wind energy. It allows you to extend the life of machines that have been running grid-connected by moving them to this very low-cost energy site, which may not run full-time but instead run four or five hours a day. Because those machines are fully depreciated and your energy cost is significantly lower than if they remained grid-attached, you can continue to generate hash rate with a machine that's already depreciated at a much lower cost per exahash. We believe this lowers maintenance CapEx, which lowers your overall CapEx and makes you more CapEx-efficient, ultimately benefiting shareholders because you won't have to spend as much capital to maintain your capacity.

And Brett, I want to point out that historically, we used to be a 0% owned and operated company at the beginning of last year, and we exited the year at 70% owned and operated. Our focus on value creation for stockholders means that return on capital employed is an important metric for us, and our gross ROCE is more than 30% on an annualized basis, compared to our competitors who are in the single digits. In terms of acquisitions, we've historically used our MARA playbook by improving the sites to our standards and enhancing their capacity. For example, at Granbury, Texas, we increased our capacity by 200% with hash rate growth of 200% from Q1 to Q4. In addition, we also reduced our cost per petahash per day by 45% for this site. All in all, while our eyes, as Fred mentioned, are towards the future, we are very careful about the acquisitions we undertake. They are mindful of our capital use and unlock more value for our shareholders ultimately.

Maybe just one more question on the power front before moving on. The 25 megawatt partnership with NGON, how is that progressing, and how should we think about this model scaling past the initial 25 megawatts? At what point would you have enough information to make those decisions?

Yes, so the 25 megawatts will be fully operational by the end of Q1 this year. It's progressing as planned with no hiccups, and we think that it's going to be a great success for us. This has taught us that the ability to generate on-site is very practical. When you look at the challenges at the other end of the data center spectrum, hyperscalers are looking at generating their own electricity, and there are opportunities for us to scale this along areas where you have access to natural gas in addition to flared gas. You have gas that's essentially stranded in pockets where you can deploy larger-scale generation and take advantage of generating your own energy and mining Bitcoin. If you build those assets in locations where you have AI optionality, they become even more attractive. We believe, in the long run, owning these types of energy assets will be very valuable for the company as we continue to expand our footprint in Bitcoin mining and begin to enter the world of AI.

Perfect. Maybe switching gears to Bitcoin a bit. It's been a tough couple of days as there seems to be a bit of a risk-off trade out there. I guess longer-term network usage and adoption and those fees are going to be more important when you look at the Bitcoin ecosystem. What specific projects or use cases are you guys looking or tracking right now that excite you the most? As a follow-up to that, Bitcoin has certainly proven to be cyclical. What part of the cycle do you think we're in?

Well, I think Bitcoin has become highly correlated to equities. The rapid growth of the ETFs is certainly proof of that, and if you look at the outflows from the ETFs over the past few days, it clearly shows that it operates very similarly to the equities markets. When Bitcoin is correlated to equities, the ebbs and flows in and out of Bitcoin will mirror the stock markets. You have recessionary signals hitting now, yield curve inversion again, and a belief among consumers that inflation is running high still, with a perception that there is risk. If you talk to the average person on the street, things are still expensive out there. Prices haven't come down. Therefore, I think you're starting to see more and more of a risk-off environment, and that's one where Bitcoin typically sells off. You're also seeing the dollar still very high, and Bitcoin and the dollar tend to move in opposite directions. Besides that, you're also seeing gold being a store of value that people are focused on. One of the reasons is governments are buying so much gold. I think the catalysts now for Bitcoin will be the fact that 24 states in the US have bills on the books to essentially create Bitcoin strategic reserves. If they do 2% of their assets in Bitcoin, that will have a significant impact on the market and the price of Bitcoin. If the federal government follows suit, then that would also have an impact, especially as other countries will continue to do the same. So I don't think the long-term trend is broken at all; I think we're still very much in the early stages of institutional adoption of Bitcoin. The exciting stuff in the Bitcoin ecosystem today, outside of Bitcoin as an investment instrument, includes all the applications being built around side chains where you're starting to look at monetizing or tokenizing real-world assets, building use cases for Bitcoin that don't necessarily have to do with payments or simply being investment assets. I believe that the exciting developments are yet to come. I think the world of Ethereum has certainly suffered, and it appears to be increasingly centralized and under significant control. In contrast, Bitcoin is viewed as the premier and most secure network where people want to build, and tools are being developed. I think we'll see a lot of exciting developments even coming from the traditional finance sector over the next two years.

Yes, I agree. I think Bitcoin is where all the capital is, and having that capital makes it the most preferred destination to build on.

Yes.

As you look at your Bitcoin holdings, and I know over the last quarter, you made a meaningful evolution of your capital market strategy in issuing a couple of convertible notes using those converts to buy Bitcoin. Could you comment on that strategy and why you chose to issue the converts to buy Bitcoin rather than go out and buy energy generation assets, additional miners, or grow your infrastructure? Is that a part of a longer capital markets strategy we should consider? Is this something we would expect to do on a more regular basis?

We started buying Bitcoin to put on our balance sheet back in early 2021, and then we paused for a while because we were so busy and focused on growing our total exahash and capacity. Last year, in the back half of the year, we had a theory that Bitcoin price was going to appreciate, especially as trends for the upcoming election outcome became more evident. If an administration that had a high degree of acceptance for Bitcoin came into place, then the price of Bitcoin would appreciate. You have to look at what's the best use of your capital in that moment. Can you get a great return by buying Bitcoin at a lower price now and then being able to leverage it over the long term to generate yield, or should you invest that in an asset where the first Bitcoin that emerges from it won't be delivered for at least 12 or 18 months? Therefore, we chose to leverage convertibles as a means to buy Bitcoin, taking an appreciating asset and using it as the basis for the bonds—better than using converts for buying depreciating assets such as miners. Back in late 2021, we did a convertible debt raise where we raised $850 million, which we invested in mining infrastructure. We learned a lot during that process and succeeded in buying back a fair amount of that debt at a discount, creating significant value for our shareholders. We believe that convertible debt is best utilized for acquiring appreciating assets, as Michael Saylor had done successfully. We will see if it continues to work going forward, as he keeps purchasing Bitcoin.

And I just want to add to that, Brett. This is a capital allocation question. As the largest player in this space as a public company, we have multiple initiatives, and we allocate capital to the best use of those dollars. It made sense for us to invest in Bitcoin and you can see that historically, we've created almost 63% yield on that on a per-share basis, which we're very happy about. In terms of our sources of capital, we have been diversifying our capital sources. For instance, in 2023, we reduced our reliance on at-the-market offerings from nearly 100% to about 43%. The remaining capital was sourced from convertibles and also loans against Bitcoin. We expect that this approach will provide us with better returns than having cash sitting on our balance sheet or from a treasury management standpoint.

For this year, I think in 2024, you guys grew your installed hash by 115%. How should we be thinking about hash rate growth this year? I know your hash— network hash has pulled back a little bit over the last couple of weeks, but it also has exceeded 1,000 recently. Do you envision maintaining that 5.6% share you had in the fourth quarter or improving on that as we progress throughout the year? Do you want to provide any targets for hash rate for 2025?

I'm not going to give a hash rate target per se. I think the global hash rate will grow very dependent on the profitability of Bitcoin mining. One thing we saw recently is Bitmain creating US publicly traded large-scale miners like this company, Cango, which overnight had 32 exahash of capacity. Essentially, Bitmain wanted to deal with them to take over their older machines. I think what we’re witnessing now, especially in China, is that there is so much excess power. Cities in China have essentially been given the green light to use that excess power to mine Bitcoin to generate revenue for those cities due to the economic situation. Some believe that global hash rate might reach somewhere around 1.2 petahash or 1,200 exahash by the end of this year. If the Bitcoin price remains at its current levels, I don't foresee that type of growth. I think we may see growth slow down or even stop at that large scale. Our intention is to continue growing, and we will do so in an opportunistic manner. We don’t believe it is wise for us to grow at any cost. The market for Bitcoin miners’ compute is still attractive from a pricing perspective. Also, this company we co-founded a few years ago, Auradine, has successfully built and designed mining silicon at a 3-nanometer process, beginning to compete effectively against the best mining hardware globally. We possess a unique ability among our current peers to build our own miners to match our own requirements and specific form factors for our immersion technology, creating a performance curve that's highly optimized. Therefore, we will depend less on the Chinese mining manufacturers as there’s also a risk to consider. The Trump administration is moving quickly to apply tariffs on Chinese manufactured products. They recently announced what I would call the Reverse CFIUS, which essentially assesses companies in the US whose beneficial owners are Chinese nationals or entities. As this potential trade conflict heats up, the cost of these miners may become harder to manage, especially for those imported from China. There’s been recent incidents where miners were halted at customs. It’s essential for the Bitcoin mining sector today to ensure that supply chains have alternative sources. This is one reason we’re so pleased with our investment in Auradine as it gives us flexibility in scaling our supply. That being said, the matter is also about energy and sites, and therefore our approach going forward will continue to take an opportunistic stance. We prefer to grow now at a rate where we're more capital-efficient rather than just striving to hit a number. We have successfully become the biggest in the industry, but we’re still not the most efficient. Capital efficiency is now becoming more important than sheer scale.

I think that's very well said. On the energy front, plus considering the geopolitical situation, do you think there's something that this administration or future administrations can do to help make the industry more competitive regarding energy costs, considering miners help balance the load? They are a net benefit to the grid. Do you think there's something that could be done to ultimately help lower the energy costs for miners?

I think what you're going to see are two challengers in the US. One is transmission capacity, and the other is permitting additional capacity. If you remove the limitations from permitting additional capacity and allow Bitcoin miners and AI operators to operate behind the meter freely, you then allow commercial markets and private sector operators to upgrade the grid, which public utilities may not be able to accomplish effectively. I’m not suggesting privatizing energy, but the focus will be on how to remove the friction in growing energy generation, transmission, and improving consumption efficiency. That's all you need to do to assist Bitcoin miners in being successful. If you look at the global hash rate today, publicly traded miners represent about 35% of it, and the US holds approximately 40% within its borders. The US could achieve much more if energy generators were incentivized to partner with us. That's a business decision, not something the government should enforce; however, if they could alleviate the friction related to building new capacity for Bitcoin miners wanting to acquire capacity and operate behind the meter, it would significantly enhance the situation for both Bitcoin and the AI sector.

Perfect. I think that's a great place to leave it. Rob, maybe back to you for some of the retail questions.

Thanks, Brett. Yes, we really appreciate all the questions. Let's turn now to some questions from our retail investors. The first question we got was, Fred, with the increasing competition in the crypto mining sector and potential regulatory changes in the US and abroad, what strategies is MARA implementing to sustain profitability and ensure long-term growth? And what is the end goal for us? Are we going to be a store value company like MicroStrategy's strategy or continue to mine Bitcoin?

If you think about MARA, we are an energy transformation company. We're in the business of turning energy into digital value. We call it digital energy. If you consider what we're doing across the spectrum, we're becoming more vertically integrated from energy all the way to holding the actual asset, maximizing every piece of the value stack and every share of wallet in the process by becoming one of the top operators. Bitcoin mining is a zero-sum game. If you're the most efficient operator and lowest cost operator, you will always manage to operate unless there is a major crisis unless you have these cash flows. If you're an efficient capital deployer, you can wisely grow and build significant shareholder value with reduced dilution over time. The Bitcoin mining business needs to mature to a point where it becomes more capital-efficient and meets the scales achieved by large miners. I foresee a considerable consolidation in the coming years as many small miners simply won't manage to operate efficiently. Where we're headed is leveraging the low-cost energy that we're acquiring, using it in the AI world to create technologies that support inference AI. Our liquid cooling technology ranks among the best in the world, especially for inference at the edge. I believe you will start seeing us becoming increasingly a technology company and a solutions provider. We'll remain focused on expanding Bitcoin mining alongside technology and solutions, maintaining a balanced business.

Terrific. Our next question, Fred and Salman, that we received is, will there be any potential government partnerships or sponsorships in the near future?

I think what you'll see is, in Bitcoin mining specifically, government partnerships will be more of an international nature. I think domestically, it will be with utilities and the actual power generators. The government seeks essentially to remove the friction against Bitcoin miners and AI developers, and they will likely put together programs to facilitate that across the country, particularly with power generation, which excites us. As I mentioned, 24 states in the US have Bitcoin strategic reserve initiatives or measures on their ballots. The Senate is also considering something similar for the US. Other countries are formulating similar plans. Hence, we will need to evaluate whether governments want to partner with major Bitcoin holders and explore those avenues over the next couple of years.

Great. And our last question ties into that one. What role does MARA expect to have with the Trump administration and their stated intention to ensure that Bitcoin is made in America? Are we working directly with the administration?

I think all of the large Bitcoin miners are working with the administration in some capacity. We are focused, obviously, on driving support for Auradine miners made in the USA. We are also focused on mining blocks in the USA. We stamp every block that the MARA pool creates with 'made in the USA' to emphasize this focus. We are aiming to build out the block space within the US, which we believe is strategically important not just for the United States to reserve Bitcoin strategically, but also to establish a significant amount of block space such that the US can project its power and defend the Bitcoin blockchain regardless of actions taken by other nations. Thus, we will continue collaborating with both the executive branch and the legislative body at the federal level and at the state level to ensure the industry's best interests are promoted and effectively executed.

Terrific. Well, that's all the time we have for today. Thanks, everyone for joining us. If you have any questions that were not answered during today's call, please feel free to contact our Investor Relations team at [email protected]. And with that, I'll turn it back to you, operator.

Thank you. And with that, we conclude today's conference call. All parties may now disconnect. Have a great day. Thank you.