TERAWULF INC.
For the period ended Jun 30, 2025. Filed Aug 8, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 8, 2025
WULF$11.37+12.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-09.
0001083301-25-000038
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-08.
0001083301-25-000061
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 99 previous paragraphs and 109 current paragraphs.
63 unchanged; 33 reworded; 13 added; 3 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 9 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (13)
Current report
On May 21, 2025 (the “Acquisition Date”), the Company acquired 100% of the membership interests in Beowulf Electricity & Data LLC, Beowulf E&D (MD) LLC, and Beowulf E&D (NY) LLC (collectively, “Beowulf E&D”). The fair value of total consideration for the transaction was approximately $54.6 million, including $3.0 million in cash and 5.0 million shares of the Company’s common stock (“Common Stock”) issued on the Acquisition Date. The purchase agreement also includes up to $19.0 million in contingent cash payments and up to $13.0 million in additional Common Stock, subject to the achievement of key milestones related to the expansion of the Company’s data center business and project financing initiative. As part of the acquisition, 94 employees of Beowulf E&D, including site staff at the Lake Mariner Facility and corporate personnel, were transitioned to TeraWulf. In addition, the existing Administrative and Infrastructure Services Agreement (the “Services Agreement”) with Beowulf E&D was terminated on the Acquisition Date.
Current report
In July 2025, the CB-1 Earnout Milestone was achieved and the Company paid $6.0 million in cash and issued 1.8 million shares of Common Stock to the Seller valued at $6.5 million, calculated on the basis of a 60-day trailing VWAP as of the date the CB-1 Earnout Milestone was achieved.
Current report
Revenue for the three months ended June 30, 2025 and 2024 was $47.6 million and $35.6 million, respectively, representing an increase of $12.0 million. Revenue for the six months ended June 30, 2025 and 2024 was $82.0 million and $78.0 million, respectively, representing an increase of $4.0 million. These increases were primarily due to the increase in average bitcoin prices during the periods, partially offset by a decrease in total bitcoin mined during the periods. Although the Company expanded its mining infrastructure capacity, due to the halving in April 2024 as well as an increase in network difficulty, the Company mined 485 and 857 bitcoin during the three and six months ended June 30, 2025, respectively, compared to 699 and 1,750 bitcoin during the same three and six month period in the prior year, respectively.
Current report
Bitcoin prices averaged $98,434 and $95,992 per bitcoin during the three and six months ended June 30, 2025, respectively, as compared to $65,771 and $59,515 per bitcoin during the three and six months ended June 30, 2024, respectively.
Current report
Selling, general and administrative expenses (including related party expenses) for the three months ended June 30, 2025 and 2024 were $14.3 million and $11.9 million, respectively, an increase of $2.4 million which was primarily due to the $2.4 million performance milestone expense under the Services Agreement during the three months ended June 30, 2025.
Current report
Change in fair value of contingent consideration was $1.6 million during the three and six months ended June 30, 2025 related to fair value remeasurement of contingent consideration liabilities for the acquisition of Beowulf E&D as of June 30, 2025.
Current report
Loss on disposals of property, plant, and equipment was $3.8 million during the three and six months ended June 30, 2025, due to 2,918 miner sold or otherwise disposed in May and June 2025 for proceeds of $1.9 million. No miners were sold or otherwise disposed during the three and six months ended June 30, 2024.
Current report
Interest expense during the three months ended June 30, 2025 and 2024 was $4.0 million and $5.3 million, respectively, a decrease of $1.3 million. The decrease is primarily attributed to $0.6 million of amortization of debt issuance costs for the 2030 Convertible Notes during the three months ended June 30, 2025 as compared to $3.1 million of amortization for the LGSA during the three months ended June 30, 2024. Interest expense during six months ended June 30, 2025 and 2024 was $8.1 million and $16.4 million, respectively, a decrease of $8.3 million. The decrease is primarily attributed to $1.2 million of amortization of debt issuance costs for to the 2030 Convertible Notes during the six months ended June 30, 2025 as compared to $10.7 million of amortization for the LGSA during six months ended June 30, 2024. The decrease is further driven by the lower stated interest rates, during three and six months ended June 30, 2025 and 2024, respectively.
Current report
Interest income during the three months ended June 30, 2025 and 2024 was $1.2 million and $0.4 million, respectively, an increase of $0.8 million. Interest expense during the six months ended June 30, 2025 and 2024 was $3.5 million and $0.9 million, respectively. These increase were primarily due to an increase of interest earned on higher average cash balances during the three and six months ended June 30, 2025 as compared to the three and six months ended June 30, 2024.
Current report
Assets Acquired and Liabilities Assumed in a Business Combination
Current report
The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805 - Business Combinations, by recognizing the identifiable tangible and intangible assets acquired and liabilities assumed, measured at the acquisition date fair value. The determination of fair value involves assumptions, estimates and judgments. Any purchase consideration in excess of the estimated fair values of net assets acquired is recorded as goodwill.
Current report
Goodwill Impairment
Current report
Goodwill is not subject to amortization, and instead, assessed for impairment annually, or more frequently when events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount in accordance with ASC 350.
Removed paragraphs (3)
Previous report
On May 5, 2025, the Company held its 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”). As a result of the matters submitted to a stockholder vote at the 2025 Annual Meeting, the Company's stockholders adopted a Plan amendment increasing the maximum number of shares available for issuance under the Plan to 54,096,290 shares of Common Stock and increasing the number of shares of Common Stock authorized for issuance for grants of incentive stock options to 13,524,073 shares of Common Stock.
Previous report
Revenue for the three months ended March 31, 2025 and 2024 was $34.4 million and $42.4 million, respectively, a decrease of $8.0 million. The decline was primarily due to a reduction in the total bitcoin mined driven by the April 2024 halving event and increased network hashrate. As a result, the Company mined a total of 372 bitcoin during the three months ended March 31, 2025 as compared to 767 bitcoin during the same period in the prior year. This decrease was partially offset by a higher average price of bitcoin of $93,522 during the three months ended March 31, 2025, compared to $53,260 in the prior year period, as well as increased mining capacity at the Lake Mariner Facility between March 31, 2024 and 2025.
Previous report
Interest expense was $4.0 million and $11.0 million for the three months ended March 31, 2025 and 2024, respectively, a decrease of $7.0 million. The decrease is primarily attributed to amortization of debt issuance costs during the three months ended March 31, 2025 related to the 2030 Convertible Notes of $0.6 million as compared to $7.6 million during the three months ended March 31, 2024 related to the LGSA which was fully repaid in July 2024 ahead of maturity.
Reworded paragraphs (33)
Previous wording
As of the date of this Quarterly Report, the Lake Mariner Facility has 245 MW of energized capacity supporting bitcoin mining and next-gen HPC infrastructure. TeraWulf remains on track to deliver 72.5 MW of HPC colocation capacity under its data center lease agreement with Core42, with revenue recognition expected as data halls become operational in 2025.
Current wording
As of the date of this Quarterly Report, the Lake Mariner Facility has 245 MW of energized capacity supporting bitcoin mining infrastructure. TeraWulf remains on track to deliver 72.5 MW of HPC colocation capacity under its data center lease agreements with Core42 Holding US LLC (“Core42”), a G42 company specializing in sovereign cloud, AI infrastructure, and digital services, with revenue recognition expected as data halls become operational in the second half of 2025.
Previous wording
A key milestone in this transition occurred on December 22, 2024, when we signed a multi-year data center lease agreement with Core42, securing 72.5 MW of HPC hosting capacity at the Lake Mariner Facility for GPU compute workloads. The Company remains in discussions with Core42 regarding future capacity. This development accelerates our HPC hosting expansion, positioning us at the intersection of energy and digital compute infrastructure. To support this expansion, we have expanded our digital infrastructure at the site, featuring advanced liquid cooling systems and Tier 3 redundancy. This infrastructure will be optimized for high-density compute workloads, reinforcing our ability to attract hyperscale and enterprise customers.
Current wording
A key milestone in this transition occurred on December 22, 2024, when we signed multi-year data center lease agreements with Core42, securing 72.5 MW of HPC hosting capacity at the Lake Mariner Facility for GPU compute workloads. The Company remains in discussions with Core42 regarding future capacity. This development accelerates our HPC hosting expansion, positioning us at the intersection of energy and digital compute infrastructure. To support this expansion, we have expanded our digital infrastructure at the site, featuring advanced liquid cooling systems and Tier 3 redundancy. This infrastructure will be optimized for high-density compute workloads, reinforcing our ability to attract hyperscale and enterprise customers.
Previous wording
During the three months ended March 31, 2025 and 2024, we operated bitcoin mining activities at the Lake Mariner Facility. During the three months ended March 31, 2024, we also operated bitcoin mining activities at the jointly owned Nautilus Cryptomine Facility located in central Pennsylvania. In October 2024, we sold our entire equity interest in Nautilus, allowing us to consolidate operations and reinvest in future infrastructure growth.
Current wording
During the three and six months ended June 30, 2025 and 2024, we operated bitcoin mining activities at the Lake Mariner Facility. During the three and six months ended June 30, 2024, we also operated bitcoin mining activities at the jointly owned Nautilus Cryptomine Facility located in central Pennsylvania. In October 2024, we sold our entire equity interest in Nautilus Cryptomine LLC (“Nautilus”), allowing us to consolidate operations and reinvest in future infrastructure growth.
Previous wording
The Lake Mariner Facility sources 100% of its power from the Zone A grid, which is characterized by low-cost, predominantly zero-carbon energy. Of the Facility’s total power needs, 90 MW is secured under a Power Purchase Agreement (PPA) with NYPA executed in February 2022, which provides high-load factor power under a ten-year term commencing with NYPA’s initial power delivery. The Lake Mariner Facility is built for scalable expansion, with the ability to grow up to 500 MW in the near term and potentially 750 MW with targeted transmission upgrades. Its strategic location and direct access to sustainable Zone A power make it a highly attractive site for both bitcoin mining and HPC workloads.
Current wording
The Lake Mariner Facility sources 100% of its power from the Zone A grid, which is characterized by low-cost, predominantly zero-carbon energy. Of the Facility’s total power needs, 90 MW is secured under a Power Purchase Agreement (“PPA”) with the New York Power Authority (‘NYPA”) executed in February 2022, which provides high-load factor power under a ten-year term commencing with NYPA’s initial power delivery. The Lake Mariner Facility is built for scalable expansion, with the ability to grow up to 500 MW in the near term and potentially 750 MW with targeted transmission upgrades. Its strategic location and direct access to sustainable Zone A power make it a highly attractive site for both bitcoin mining and HPC workloads.
Previous wording
As of March 31, 2025, we owned approximately 73,200 miners, with approximately 63,100 operational at the Lake Mariner Facility and the remainder undergoing maintenance, awaiting disposal or on standby to replace miners under repair. These miners were comprised as follows:
Current wording
As of June 30, 2025, we owned approximately 70,300 miners, with approximately 65,100 operational at the Lake Mariner Facility and the remainder undergoing maintenance, awaiting disposal or on standby to replace miners under repair. These miners were comprised as follows:
Previous wording
As of March 31, 2025, our fleet of miners ranged in age from 0.1 to 2.8 years with an average age of approximately 0.8 years. We do not have scheduled downtime for our miners and while we periodically perform unscheduled maintenance on our miners, such downtime has not been significant historically. When performing unscheduled maintenance, depending on the length of estimated repair time, we may replace a miner with a substitute miner to limit overall downtime. As of March 31, 2025, our fleet of miners at the Lake Mariner Facility had a range of energy efficiency from 15 to 23 joules per terahash (“"j/th”) and an average energy efficiency of 18.7 j/th.
Current wording
As of June 30, 2025, our fleet of miners ranged in age from 0.2 years to 3.1 years with an average age of approximately 1.0 year. We do not have scheduled downtime for our miners and while we periodically perform unscheduled maintenance on our miners, such downtime has not been significant historically. When performing unscheduled maintenance, depending on the length of estimated repair time, we may replace a miner with a substitute miner to limit overall downtime. As of June 30, 2025, our fleet of miners at the Lake Mariner Facility had a range of energy efficiency from 15.0 to 23.0 joules per terahash (“"j/th”) and an average energy efficiency of 17.9 j/th.
Previous wording
(4) While nameplate at the Lake Mariner Facility was 12.2 EH/s as of March 31, 2025 and was 8.0 EH/s for TeraWulf’s two facilities as of March 31, 2024, inclusive of gross total hosted miners, actual monthly hashrate performance depends on a variety of factors, including (but not limited to) performance tuning to increase efficiency and maximize margin, scheduled outages (scopes to improve reliability or performance), unscheduled outages, curtailment due to participation in various cash generating demand response programs, derate of ASICS due to adverse weather and ASIC maintenance and repair.
Current wording
(4) While nameplate at the Lake Mariner Facility was 12.8 EH/s as of June 30, 2025 and was 8.8 EH/s for TeraWulf’s two facilities as of June 30, 2024, actual operational hashrate depends on a variety of factors, including (but not limited to) performance tuning to increase efficiency and maximize margin, scheduled outages (scopes to improve reliability or performance), unscheduled outages, curtailment due to participation in various cash generating demand response programs, derate of ASICS due to adverse weather and ASIC maintenance and repair.
Previous wording
As of March 31, 2025, our operating hashrate represented approximately 0.9% of the total global hashrate, aligning with our share of global blockchain rewards. As of that date, this is equivalent to approximately 4 bitcoin mined per day. To maintain profitably, we focus on optimizing operational efficiency and cost management, ensuring that our mining rewards consistently cover direct operating expenses.
Current wording
As of June 30, 2025, our operational hashrate represented approximately 1.4% of the total global hashrate, aligning with our share of global blockchain rewards, which as of that date, is equivalent to approximately 5 bitcoin mined per day. To maintain profitably, we focus on optimizing operational efficiency and cost management, ensuring that our mining rewards consistently cover direct operating expenses.
Previous wording
The table below presents the average cost of mining each bitcoin, including bitcoin mined at the Lake Mariner Facility and the Company’s net share of bitcoin mined at the Nautilus Cryptomine Facility, for the three months ended March 31, 2025 and 2024 and the total energy cost per kWh utilized within the facilities:
Current wording
The table below presents the average cost of mining each bitcoin for bitcoin mined at the Lake Mariner Facility and for the three and six months ended June 30, 2024, includes the Company’s net share of bitcoin mined at the Nautilus Cryptomine Facility and the total energy cost per kWh utilized within the facilities:
Previous wording
(1) Results as of March 31, 2024 reflect hashrate of mining operations at the Lake Mariner Facility and TeraWulf’s net share of hashrate produced at the Nautilus Cryptomine Facility.
Current wording
(1) Results for the three and six months ended June 30, 2024 reflect hashrate of mining operations at the Lake Mariner Facility and TeraWulf’s net share of hashrate produced at the Nautilus Cryptomine Facility.
Previous wording
(2) “Cost to mine one bitcoin” is a cash cost metric and does not include depreciation. Although the Company recognizes depreciation with respect to its mining assets, it does not consider depreciation in determining whether it is economical to operate its mining equipment. As a result, the Company does not consider the sunk costs or depreciation of past capital investments in its historical or forecasted breakeven analysis. If depreciation of our miner fleet were factored into the above cost of mining analysis, it would add $37,316 and $15,092 for the three months ended March 31, 2025 and 2024, respectively, bringing the total “cost to mine one bitcoin” to $103,472 and $30,621 for the three months ended March 31, 2025 and 2024, respectively.
Current wording
(2) “Cost to mine one bitcoin” is a cash cost metric and does not include depreciation. Although the Company recognizes depreciation with respect to its mining assets, it does not consider depreciation in determining whether it is economical to operate its mining equipment. As a result, the Company does not consider the sunk costs or depreciation of past capital investments in its historical or forecasted breakeven analysis. If depreciation of our miner fleet were factored into the above cost of mining analysis, it would add $33,745 and $35,294 for the three and six months ended June 30, 2025, respectively, bringing the total “cost to mine one bitcoin” to $79,353 and $89,788 for the three and six months ended June 30, 2025, respectively. If depreciation of our miner fleet were factored into the above cost of mining analysis, it would add $21,532 and $17,660 for the three and six months ended June 30, 2024, respectively, bringing the total “cost to mine one bitcoin” to $44,526 and $36,166 for the three and six months ended June 30, 2024, respectively.
Previous wording
Power costs are the most significant expense in our bitcoin mining operations, accounting for 71.4% and 28.8% of the total value of bitcoin mined for the three months ended March 31, 2025 and 2024, respectively. The increase in power costs as a percentage of bitcoin mined for the three months ended March 31, 2025 as compared to 2024 was primarily driven by a near doubling of network difficulty and the bitcoin reward halving in April 2024, which reduced block rewards. These impacts were partially offset by growth in our average operating hashrate and an increase in the average market value of each bitcoin mined.
Current wording
Power costs are the most significant expense in our bitcoin mining operations, accounting for 46.4% and 56.9% of the total value of bitcoin mined for the three and six months ended June 30, 2025, respectively, and 34.8% and 31.5% for the three and six months ended June 30, 2024, respectively. The increase in power costs as a percentage of bitcoin mined for the three and six months ended June 30, 2025 as compared to 2024 was primarily driven by a near doubling of network difficulty and the bitcoin reward halving in April 2024, which reduced block rewards. The increase in three and six months ended June 30, 2025 is also driven by historically high power prices in the first quarter of 2025. These impacts were partially offset by growth in our average operating hashrate and an increase in the average market value of each bitcoin mined.
Previous wording
Energy prices are highly volatile, influenced by global events that can drive nationwide fluctuations in power costs. At the Lake Mariner Facility, power costs are subject to variable market rates, which can change hourly based on wholesale electricity pricing. While this introduces some unpredictability, it also provides us with the flexibility to actively manage our energy consumption, optimizing for profitability and efficiency. Energy prices are also highly sensitive to weather conditions, such as winter storms, which can increase regional power demand and drive up costs. During such events, we may curtail operations to avoid consuming power at peak rates, or we may be curtailed under demand response programs in which we participate. The average aggregate realized power prices at the Lake Mariner Facility and the Nautilus Cryptomine Facility were $0.081 and $0.041 per kWh during the three months ended March 31, 2025 and 2024, respectively.
Current wording
Energy prices are highly volatile, influenced by global events that can drive nationwide fluctuations in power costs. At the Lake Mariner Facility, power costs are subject to variable market rates, which can change hourly based on wholesale electricity pricing. While this introduces some unpredictability, it also provides us with the flexibility to actively manage our energy consumption, optimizing for profitability and efficiency. Energy prices are also highly sensitive to weather conditions, such as winter storms, which can increase regional power demand and drive up costs. During such events, we may curtail operations to avoid consuming power at peak rates, or we may be curtailed under demand response programs in which we participate. The average aggregate realized power prices at the Lake Mariner Facility were $0.053 and $0.065 per kWh during the three and six months ended June 30, 2025, respectively, and $0.037 and $0.039 per kWh at the Lake Mariner Facility and the Nautilus Cryptomine Facility during the three and six months ended June 30, 2024, respectively.
Previous wording
During the three months ended March 31, 2025 and 2024, we curtailed operations at the Lake Mariner Facility in response to weather events, energy price spikes, and participation in demand response programs. The Company records expected payments to be received for demand response programs as a reduction in cost of revenue, which amounted to $2.8 million and $1.2 million for the three months ended March 31, 2025 and 2024, respectively.
Current wording
During the three and six months ended June 30, 2025 and 2024, we curtailed operations at the Lake Mariner Facility in response to weather events, energy price spikes, and participation in demand response programs. The Company records expected payments to be received for demand response programs as a reduction in cost of revenue, which amounted to $3.1 million and $5.9 million for the three and six months ended June 30, 2025, respectively, and $1.9 million and $3.2 million for the three and six months ended June 30, 2024, respectively.
Previous wording
During the three months ended March 31, 2024, the Company recorded accelerated depreciation expense of $3.8 million related to certain miners whose estimated useful lives were shortened due to planned replacement by April 2024. While our standard depreciation period for miners is four years, historically low power costs may allow for a longer actual useful life in certain circumstances. However, if depreciation were included in the cost of mining analysis, it would add $37,316 and $15,092 per bitcoin mined for the three months ended March 31, 2025 and 2024, respectively.
Current wording
During the three and six months ended June 30, 2024, the Company recorded accelerated depreciation expense of $1.3 million and $5.1 million, respectively, related to certain miners whose estimated useful lives were shortened due to planned replacement by April 2024. While our standard depreciation period for miners is four years, historically low power costs may allow for a longer actual useful life in certain circumstances. However, if depreciation were included in the cost of mining analysis, it would add $33,745 and $35,294 per bitcoin mined for the three and six months ended June 30, 2025, respectively, and $21,532 and $17,660 per bitcoin mined for the three and six months ended June 30, 2024, respectively.
Previous wording
The Company’s business strategy centers on growing revenue and profitability by enhancing the capacity and efficiency of our bitcoin mining fleet while expanding our data center infrastructure to support HPC hosting activities. We plan to strategically develop the infrastructure necessary for profitability of bitcoin mining while pursuing adjacent high-value HPC hosting opportunities that leverage our power utilization and digital infrastructure. We are confident that our expertise in power infrastructure and digital asset mining can be favorably applied to the design, development, and operation of large-scale data centers. These data centers are optimized for high-value applications such as cloud computing, machine learning, and artificial intelligence. We will actively seek opportunities to expand into these areas using our knowledge, expertise, and existing infrastructure wherever favorable market opportunities arise.
Current wording
The Company’s business strategy centers on growing revenue and profitability by enhancing the capacity and efficiency of our bitcoin mining fleet while expanding our data center infrastructure to support HPC hosting activities. We plan to strategically develop the infrastructure necessary for profitability of bitcoin mining while pursuing adjacent high-value HPC hosting opportunities that leverage our power utilization and digital infrastructure. We are confident that our expertise in power infrastructure and digital asset mining can be favorably applied to the design, development, and operation of large-scale data centers. These data centers are optimized for high-value applications such as cloud computing, machine learning, and artificial intelligence. We are actively seeking opportunities to expand into these areas using our knowledge, expertise, and existing infrastructure wherever favorable market opportunities arise.
Previous wording
During the three months ended March 31, 2024, the Company also reported revenue from bitcoin miner hosting of $0.8 million prior to the expiration of the Company’s one bitcoin miner hosting contract with a customer in February 2024.
Current wording
During the three and six months ended June 30, 2024, the Company also reported revenue from bitcoin miner hosting of $0.8 million prior to the expiration of the Company’s one bitcoin miner hosting contract with a customer in February 2024.
Previous wording
Cost of revenue (excluding depreciation) for the three months ended March 31, 2025 and 2024, was $24.6 million and $14.4 million, respectively, representing an increase of approximately $10.2 million. The increase was primarily driven by higher power expenses, resulting from both increased mining and hosting capacity due to infrastructure placed in service between March 31, 2024 and 2025, and higher realized power prices during the 2025 period. Proceeds from participation in demand response programs are recorded as a reduction in cost of revenue during the period in which the underlying program occurs. These proceeds totaled $2.8 million and $1.2 million for the three months ended March 31, 2025 and 2024, respectively. The Company is actively expanding its participation in such programs across New York State.
Current wording
Cost of revenue (excluding depreciation) for the three months ended June 30, 2025 and 2024 was $22.1 million and $13.9 million, respectively, representing an increase of $8.2 million. Cost of revenue (excluding depreciation) for the six months ended June 30, 2025 and 2024 was $46.6 million and $28.3 million, respectively, representing an increase of approximately $18.3 million. These increases were primarily driven by higher power expenses, resulting from both increased mining capacity due to infrastructure placed in service between June 30, 2024 and June 30, 2025, and higher realized power prices during the 2025 period partially offset by higher proceeds from participation in demand response programs. Proceeds from participation in demand response programs are recorded as a reduction in cost of revenue during the period in which the underlying program occurs. These proceeds totaled $3.1 million and $5.9 million during the three and six months ended June 30, 2025, respectively, as compared to $1.9 million and $3.2 million during the three and six months ended June 30, 2024, respectively. The Company is actively expanding its participation in such programs across New York State.
Previous wording
Operating expenses (including related party expenses) for the three months ended March 31, 2025 and 2024, were $2.9 million and $1.7 million, respectively, a net increase of $1.2 million primarily due to higher rent subsequent to the New Ground Lease in October 2024 and increased staffing at the Lake Mariner Facility. These increases related to infrastructure constructed and placed in service between March 31, 2024 and 2025.
Current wording
Operating expenses (including related party expenses) for the three months ended June 30, 2025 and 2024, were $3.5 million and $1.7 million, respectively, an increase of $1.8 million. Operating expenses (including related party expenses) for the six months ended June 30, 2025 and 2024 were $6.4 million and $3.3 million, respectively, an increase of $3.1 million. These increases were primarily due to higher rent subsequent to the New Ground Lease in October 2024 and increased site labor, professional, and engineering expenses at the Lake Mariner Facility.
Previous wording
Selling, general and administrative expenses (including related party expenses) for the three months ended March 31, 2025 and 2024 were $50.1 million and $14.9 million, respectively, a net increase of $35.2 million. The increase was primarily due to increased expense during the three months ended March 31, 2025 as compared to the same period in the prior year of stock-based compensation of $31.7 million, employee compensation and benefits of $1.1 million, travel expenses of $0.6 million and legal and other professional fees of $0.7 million. Selling, general and administrative expenses – related party increased $0.9 million under the Services Agreement with Beowulf E&D for the three months ended March 31, 2024.
Current wording
Selling, general and administrative expenses (including related party expenses) for the six months ended June 30, 2025 and 2024 were $64.4 million and $26.8 million, respectively, an increase of $37.6 million. The increase for the six months ended June 30, 2025 as compared to the same period was due to business acquisition-related costs of $1.5 million, increased stock-based compensation of $28.2 million, increased employee compensation and benefits of$3.3 million, increased travel expenses of$1.2 million, increased professional service fees of$1.1 million, as well as the$2.4 million performance milestone expense under the Services Agreement during the six months ended June 30, 2025. Selling, general and administrative expenses – related party increased $2.6 million under the Services Agreement with Beowulf E&D for the six months ended June 30, 2024.
Previous wording
Depreciation for the three months ended March 31, 2025 and 2024 was $15.6 million and $15.1 million, respectively, an increase of $0.5 million. The increase was primarily due to the increase in mining capacity related to infrastructure constructed and placed in service between March 31, 2024 and 2025. The increase was partially offset by (i) decrease in depreciation on certain electrical equipment and leasehold improvements related to a change in accounting estimate of useful lives in connection with the New Ground Lease in October 2024 and (ii) accelerated depreciation expense of $3.8 million during the three months ended March 31, 2024 related to certain miners of which the Company shortened their estimated useful lives based on expected replacement by April 2024.
Current wording
Depreciation for the three months ended June 30, 2025 and 2024 was $18.8 million and $14.1 million, respectively, an increase of $4.7 million. Depreciation for the six months ended June 30, 2025 and 2024 was $34.4 million and $29.2 million, respectively, an increase of $5.2 million. The increase was primarily due to the increase in mining capacity related to infrastructure constructed and placed in service between June 30, 2024 and June 30, 2025. The increase was partially offset by (i) decrease in depreciation on certain electrical equipment and leasehold improvements related to a change in accounting estimate of useful lives in connection with the New Ground Lease in October 2024 and (ii) accelerated depreciation expense of $5.1 million during the three and six months ended June 30, 2024 related to certain miners of which the Company shortened their estimated useful lives based on expected replacement by April 2024.
Previous wording
Loss (gain) on fair value of digital currency, net during the three months ended March 31, 2025 and 2024 was $0.9 million and $(1.3) million, respectively, due to the steady increases in the price of bitcoin during the three months ended March 31, 2024 as compared to decreases in the price of bitcoin during the three months ended March 31, 2025.
Current wording
(Gain) loss on fair value of digital currency, net during the three months ended June 30, 2025 and 2024 was $(0.9) million and $0.7 million, respectively. (Gain) loss on fair value of digital currency, net during the six months ended June 30, 2025 and 2024 was $(17,000) and $(0.6) million, respectively, due to the steady increases in the price of bitcoin during the three months ended June 30, 2025 as compared to decreases in the price of bitcoin during the three months ended June 30, 2024.
Previous wording
Loss on extinguishment of debt was $2.0 million for the three months ended March 31, 2024 related to voluntary prepayment of the Term Loans in February 2024, reflecting $0.3 million of prepayment fees and the derecognition of unamortized debt discount of $1.7 million associated with the principal repaid.
Current wording
Loss on extinguishment of debt during the three and six months ended June 30, 2024 was $0 and $2.0 million for related to voluntary prepayment of the Term Loans in February 2024, reflecting $0.3 million of prepayment fees and the derecognition of unamortized debt discount of $1.7 million associated with the principal repaid.
Previous wording
Income tax benefit was $0 for the three months ended March 31, 2025 and 2024. Based upon the level of historical U.S. losses and future projections over the period in which the net deferred tax assets are deductible, at this time, management believes it is more likely than not that the Company will not realize the benefits of the remaining deductible temporary differences, and as a result the Company has recorded a full valuation allowance against its gross deferred tax assets as of March 31, 2025 and December 31, 2024.
Current wording
There was no income tax benefit for the three and six months ended June 30, 2025 and 2024. Based upon the level of historical U.S. losses and future projections over the period in which the net deferred tax assets are deductible, at this time, management believes it is more likely than not that the Company will not realize the benefits of the remaining deductible temporary differences, and as a result the Company has recorded a full valuation allowance against its gross deferred tax assets as of June 30, 2025 and December 31, 2024.
Previous wording
Equity in net income of investee, net of tax was $5.3 million for the three months ended March 31, 2024, which represents TeraWulf’s proportional share of income of Nautilus. On October 2, 2024, the Company sold its entire 25% equity interest in Nautilus to the Talen Member.
Current wording
Equity in net income of investee, net of tax was $0.8 million and $6.0 million for the three and six months ended June 30, 2024, which represents TeraWulf’s proportional share of income of Nautilus. On October 2, 2024, the Company sold its entire 25% equity interest in Nautilus to the Talen Member.
Previous wording
We define Adjusted EBITDA as net loss adjusted for (i) impacts of interest, taxes, depreciation and amortization; (ii) stock-based compensation expense and amortization of right-of-use asset, which are non-cash items that the Company believes are not reflective of its general business performance and for which the accounting requires management judgment, and the resulting expenses could vary significantly in comparison to other companies; (iii) equity in net income of investee, net of tax, related to Nautilus; (iv) interest income which management believes is not reflective of the Company’s ongoing operating activities; and (v) loss on extinguishment of debt, which is not reflective of the Company’s general business performance. The Company’s Adjusted EBITDA also included the impact of distributions from investee received in bitcoin related to a return on the Nautilus investment, which management believes, in conjunction with excluding the impact of equity in net income of investee, net of tax, is reflective of assets available for the Company’s use in its ongoing operations as a result of its investment in Nautilus.
Current wording
We define Adjusted EBITDA as net loss adjusted for (i) impacts of interest, taxes, depreciation and amortization; (ii) stock-based compensation expense, amortization of right-of-use asset, related party expense settled with respect to Common Stock, which are noncash items that the Company believes are not reflective of its general business performance and for which the accounting requires management judgment, and the resulting expenses could vary significantly in comparison to other companies; (iii) equity in net income of investee, net of tax, related to Nautilus; (iv) interest income which management believes is not reflective of the Company’s ongoing operating activities; (v) acquisition-related transaction costs which management believes is not reflective of the Company’s ongoing operating activities; and (vi) change in fair value of contingent consideration, loss on extinguishment of debt and loss on disposals of property, plant and equipment, which are not reflective of the Company’s general business performance. The Company’s Adjusted EBITDA also included the impact of distributions from investee received in bitcoin related to a return on the Nautilus investment, which management believes, in conjunction with excluding the impact of equity in net income of investee, net of tax, is reflective of assets available for the Company’s use in its ongoing operations as a result of its investment in Nautilus.
Previous wording
Cash provided by operating activities was $56.5 million and $22.8 million for the three months ended March 31, 2025 and 2024, respectively. The increase in 2025 was primarily driven by the receipt of $90.0 million in Prepaid Rent from the Company’s HPC customer. These amounts are reflected in the condensed consolidated balance sheet as of March 31, 2025 within the current and non-current portions of deferred rent liability, totaling $32.0 million and $58.0 million, respectively. This increase was partially offset by a $10.1 million rise in cost of revenue during the 2025 period compared to the prior year. Cost of revenue, which primarily consists of power expenses, increased due to expanded mining and hosting capacity, the effects of the April 2024 halving and increased network hashrate, and higher realized power prices. Additionally, prior to the repayment of its Term Loans in July 2024, the Company converted bitcoin to cash almost immediately. As a result, $54.4 million in proceeds from digital currency sales were included in operating cash flows for the three months ended March 31, 2024. In contrast, during the same period in 2025, bitcoin sales proceeds of $32.6 million are classified as cash flows from investing activities, as the Company no longer converts bitcoin to cash on a near-immediate basis.
Current wording
Cash provided by operating activities was $1.7 million and $39.2 million for the six months ended June 30, 2025 and 2024, respectively. This decrease is primarily due to an $18.3 million increase in cost of revenue during the 2025 period compared to the prior year. Cost of revenue, which primarily consists of power expenses, increased due to expanded mining and hosting capacity, the effects of the April 2024 halving and increased network hashrate, and higher realized power prices. Additionally, prior to the repayment of its Term Loans in July 2024, the Company converted bitcoin to cash almost immediately. As a result, $97.6 million in proceeds from digital currency sales were included in operating cash flows for the six months ended June 30, 2024. In contrast, during the same period in 2025, bitcoin sales proceeds of $82.4 million are classified as cash flows from investing activities, as the Company no longer converts bitcoin to cash on a near-immediate basis. Additionally, in 2025 the Company received $90.0 million in prepaid rent from the Company’s HPC customer ahead of lease commencement, which are reflected in the condensed consolidated balance sheet as of June 30, 2025 within the current and noncurrent portions of deferred rent liability, totaling $47.7 million and $42.3 million, respectively.
Previous wording
Cash used in investing activities was $61.1 million and $47.0 million for the three months ended March 31, 2025 and 2024, respectively. The increase in cash used in investing activities is primarily attributed to increases in purchase of and deposits on plant and equipment of $46.7 million related to the buildout of its facilities at the Lake Mariner Facility. The increase in cash used in investing activities was partially offset by the classification of cash received as proceeds from sales of digital currency not converted nearly immediately into cash of $32.6 million during the three months ended March 31, 2025.
Current wording
Cash used in investing activities was $132.1 million and $93.6 million for the six months ended June 30, 2025 and 2024, respectively. The increase in cash used in investing activities is primarily attributed to increases in purchase of and deposits on plant and equipment of $120.1 million related to the buildout of its facilities at the Lake Mariner Facility and $2.7 million cash paid for the acquisition of Beowulf E&D. The increase in cash used in investing activities was partially offset by the classification of cash received as proceeds from sales of digital currency not converted nearly immediately into cash of $82.4 million and cash received for miners sold of $1.9 million during the six months ended June 30, 2025.
Previous wording
Cash (used in) provided by financing activities from continuing operations was $(51.3) million and $15.5 million for the three months ended March 31, 2025 and 2024, respectively. During the three months ended March 31, 2025, the Company repurchased $33.3 million of treasury stock under the Share Repurchase Program and paid $18.0 million in taxes related to net share settlements of stock-based compensation awards. During the three months ended March 31, 2024, financing activities included $50.7 million in proceeds from issuances of Common Stock, partially offset by $33.4 million in principal repayments on long-term debt.
Current wording
Cash (used in) provided by financing activities from continuing operations was $(52.2) million and $104.0 million for the six months ended June 30, 2025 and 2024, respectively. During the six months ended June 30, 2025 and 2024, the Company repurchased $33.3 million and $0 of treasury stock under the Share Repurchase Program, respectively, and paid $18.9 million and $5.7 million in taxes related to net share settlements of stock-based compensation awards, respectively. During the six months ended June 30, 2024, financing activities included $173.2 million in proceeds from issuances of Common Stock, partially offset by $63.6 million in principal repayments on long-term debt.
Previous wording
As of March 31, 2025, the Company had cash and cash equivalents of $218.2 million, a working capital balance of $109.1 million, total stockholders’ equity of $170.4 million and an accumulated deficit of $393.7 million. The Company incurred a net loss of $61.4 million for the three months ended March 31, 2025. The Company began mining bitcoin in March 2022 and has 12.2 EH/s of operating capacity at the Lake Mariner Facility as of the date of this Quarterly Report. To date, the Company has relied primarily on proceeds from sale of bitcoin, both self-mined and distributed from the joint venture which owned the Nautilus Cryptomine Facility, and its issuances of debt and equity to fund its principal operations.
Current wording
As of June 30, 2025, the Company had cash and cash equivalents of $90.0 million, a working capital balance of $(52.2) million, total stockholders’ equity of $174.3 million and an accumulated deficit of $412.1 million. The Company incurred a net loss of $79.8 million for the six months ended June 30, 2025. The Company began mining bitcoin in March 2022 and has 12.8 EH/s of operating capacity at the Lake Mariner Facility as of the date of this Quarterly Report. To date, the Company has relied primarily on proceeds from sale of bitcoin, both self-mined and distributed from the joint venture which owned the Nautilus Cryptomine Facility ,rent prepayments, and its issuances of debt and equity to fund its principal operations.
Previous wording
Digital currency consists of bitcoin earned as noncash consideration for providing hash computation services to a mining pool. Digital currency is classified as an intangible asset with indefinite useful life and presented as a current asset on the condensed consolidated balance sheets, based on the Company’s ability to sell bitcoin in a highly liquid market and its expectation to convert these holdings to cash within the next twelve months. Effective January 1, 2024, the Company early adopted ASU 2023-08, which requires digital assets to measured at fair value each reporting period in accordance with ASC 820, with changes in fair value recognized as net income. Gains and losses from the remeasurement of digital currency are recorded in “gain on fair value of digital currency, net” within the consolidated statements of operations. Similarly, realized gains and losses from bitcoin sales - measured as the difference between the cash proceeds and the cost basis, determined on a first-in, first-out basis - are also reported within this line item.
Current wording
Digital currency consists of bitcoin earned as noncash consideration for providing hash computation services to a mining pool. Digital currency is classified as an intangible asset with indefinite useful life and presented as a current asset on the condensed consolidated balance sheets, based on the Company’s ability to sell bitcoin in a highly liquid market and its expectation to convert these holdings to cash within the next twelve months. Effective January 1, 2024, the Company early adopted ASU 2023-08, which requires digital assets to be measured at fair value each reporting period in accordance with ASC 820, with changes in fair value recognized as net income. Gains and losses from the remeasurement of digital currency are recorded in “(gain) loss on fair value of digital currency, net” within the consolidated statements of operations. Similarly, realized gains and losses from bitcoin sales - measured as the difference between the cash proceeds and the cost basis, determined on a first-in, first-out basis - are also reported within this line item.
Previous wording
Bitcoin earned through mining is reflected as a noncash adjustment reconciling net loss to cash flows from operating activities in the consolidated statements of cash flows. Bitcoin received as distributions-in-kind from equity investees is reported as as supplemental noncash investing activity. Prior to the repayment of the Term Loans in July 2024 (see Note 8), bitcoin was converted into cash immediately upon mining, and related sales proceeds were included in cash flows from operating activities. Following the loan repayment, the Company no longer converts bitcoin into cash immediately, and proceeds from bitcoin sales are now reported within cash flows from investing activities.
Current wording
Bitcoin earned through mining is reflected as a noncash adjustment reconciling net loss to cash flows from operating activities in the consolidated statements of cash flows. Bitcoin received as distributions-in-kind from equity investees is reported as supplemental noncash investing activity. Prior to the repayment of the Term Loans in July 2024 (see Note 10), bitcoin was converted into cash immediately upon mining, and related sales proceeds were included in cash flows from operating activities. Following the loan repayment, the Company no longer converts bitcoin into cash immediately, and proceeds from bitcoin sales are now reported within cash flows from investing activities.
Previous wording
The Company accounts for income taxes pursuant to ASC 740, Income Taxes (“ASC 740”), which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred tax asset will not be realized. The Company follows the provision of ASC 740 related to accounting for uncertain income tax positions. When tax returns are filed, it is more likely than not that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely that not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. The tax benefits recognized in the condensed consolidated financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with the tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the Company’s balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The most critical estimate for income taxes is the determination of whether to record a valuation allowance for any net deferred tax asset, including net loss carryforwards, whereby management must estimate whether it is more likely than not that the deferred tax asset would be realized.
Current wording
The Company accounts for income taxes pursuant to ASC 740, which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred tax asset will not be realized. The Company follows the provision of ASC 740 related to accounting for uncertain income tax positions. When tax returns are filed, it is more likely than not that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely that not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. The tax benefits recognized in the condensed consolidated financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with the tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the Company’s balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The most critical estimate for income taxes is the determination of whether to record a valuation allowance for any net deferred tax asset, including net loss carryforwards, whereby management must estimate whether it is more likely than not that the deferred tax asset would be realized.