Riot Platforms, Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Acquisitions (Tables)

Acquisitions (Tables)

6 Months Ended

Jun. 30, 2021

Schedule of total consideration transferred

The preliminary purchase price allocation is as follows (in thousands):

Cash and cash equivalents	$	10,400
Accounts receivable		1,072
Prepaid expenses and other current assets		2,176
Property and equipment		78,207
Intangible assets		90,291
Derivative asset		13,967
Right of use asset		6,292
Security deposits		1,775
Future power credits⁽¹⁾		82,953
Accounts payable		(12,853	)
Accrued expenses		(504	)
Deferred revenues and customer deposits		(34,856	)
Operating lease liabilities		(8,184	)
Deferred tax liabilities		(37,761	)
Total identifiable assets and liabilities acquired		192,975
Goodwill⁽²⁾		267,409
Total purchase consideration	$	460,384

The $460,384 total purchase price consideration consisted of $326.2 million fair value of Riot common shares issued, a $53.0 million cash payment (including $38.1 million of debt payoff and certain Seller transaction costs), an $83.0 million contingent purchase price payable to the Seller and other net items of $(1.7 million).

⁽¹⁾

Future power credits of $83.0 million are associated with the contingent purchase price payable.

⁽²⁾

Goodwill represents the excess of total purchase consideration over the preliminary fair value of the underlying assets acquired and liabilities assumed. Goodwill is attributable to the assembled workforce of experienced personnel at Whinstone and synergies expected to be achieved from the combined operations of Riot and Whinstone. None of the goodwill recognized is expected to be deductible for tax purposes. We assigned the goodwill to our data center hosting segment. See Note 16, “Segment Information”.

Schedule of Proforma Information for Acquisition

The following unaudited pro forma financial information summarizes the combined results of operations for Riot and Whinstone as if the companies were combined as of January 1, 2020. The unaudited pro forma information does not reflect the effect of costs or synergies that may result from the acquisition. The pro forma information excludes acquisition-related costs of $17.0 million and $18.3 million during the three and six months ended June 30, 2021, respectively. The pro forma information does not purport to be indicative of the results of operations that actually would have resulted had the combination occurred on January 1, 2020, or of future results of the consolidated entities. This unaudited pro forma information is presented for informational purposes only and is not necessarily indicative of future operating results of the combined company.

	Three Months Ended June 30,					Six Months Ended June 30,
	2021		2020			2021		2020
Total revenue	$	40,628	$	3,585		$	67,886	$	5,981
Net income (loss)	$	22,657	$	(15,093	)	$	122,151	$	(43,584	)