Item 2.02 – Results of Operation and Financial Condition.
On November 7, 2023, Riot Platforms, Inc. (together with its consolidated subsidiaries, the “Company”) issued a press release (the “Press Release”) regarding its financial results and operational highlights for the period ended September 30, 2023, as disclosed in the Company’s quarterly report on Form 10-Q for that period, as filed with the Securities and Exchange Commission (the “SEC”) on November 8, 2023 (the “Quarterly Report”), a copy of which is available at the SEC’s website, www.sec.gov, and the “Investor Relations” page of the Company’s website, www.riotplatforms.com. A copy of the Press Release is attached as Exhibit 99.1 to this current report on Form 8-K (this “Report”).
The Company also released an updated corporate presentation, dated as of November 7, 2023, providing an overview of management’s discussion and analysis of the Company’s financial position, business, and operations, as of September 30, 2023 (the “Corporate Presentation”). A copy of the Corporate Presentation is attached as Exhibit 99.2 to this Report.
To supplement the Company’s financial results presented on a U.S. Generally Accepted Accounting Principles (“GAAP”) basis, the Company’s Press Release and Corporate Presentation include certain non-GAAP financial measures, including EBITDA and Adjusted EBITDA, which eliminate the effect of certain non-cash and non-recurring items that management believes do not reflect the Company’s ongoing strategic business operations. The Company constantly evaluates its use of non-GAAP financial measures, and the Company believes its use of these measures is helpful in assisting management’s evaluation of the Company’s performance and achievement of its strategic goals. The non-GAAP financial measures used by the Company should be viewed in addition to, and not as a substitute for, or superior to, the Company's reported results prepared in accordance with GAAP, and they should be read only in conjunction with the Company’s consolidated financial statements and results of operations (unaudited) prepared in accordance with GAAP. The Company’s non-GAAP financial measures referenced in the Press Release and the Corporate Presentation, EBITDA and Adjusted EBITDA, are reconciled to their most directly comparable GAAP financial measure, net income, in the data tables and associated notes under the heading, “Non-U.S. GAAP Measures of Financial Performance,” in the Press Release and the Appendices at the end of the Investor Presentation.
Item 7.01 – Regulation FD Disclosure.
The information set forth under Item 2.02, Results of Operations and Financial Condition, is incorporated by reference into this Item 7.01, Regulation FD Disclosures.
The information in this Report, including the Press Release and the Corporate Presentation attached as Exhibits 99.1 and 99.2 hereto, respectively, is furnished pursuant to Sections 2.02 and 7.01 hereof, only, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise subject to liability under that Section, and shall not be incorporated into any filing under the Securities Act of 1933, as amended, (the “Securities Act”) or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Cautionary Note Regarding Forward-Looking Statements
This Report, the Press Release attached as Exhibit 99.1 hereto, and the Corporate Presentation attached as Exhibit 99.2, as well as the documents referenced herein and therein, may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements generally relate to future events, financial results or operating performance based on management’s current expectations, assumptions and beliefs about the Company’s future financial and operating performance, as well future economic conditions, which are made in reliance on the safe harbor provisions of Section 27A of the Securities Act and Section 21E of the Exchange Act. Accordingly, any statement contained or referenced in this Report, the Press Release or the Corporate Presentation, as well as in the other filings the Company makes with the SEC, that is not a statement of historical fact, should be considered a “forward-looking statement” within the meaning of this Cautionary Note. Words such as “anticipates,” “believes,” “plans,” “expects,” “intends,” “will,” “potential,” “hope” and similar expressions are intended to identify forward-looking statements; however, forward-looking statements may be made without such expressions. These forward-looking statements may include, but are not limited to, statements concerning: the Company’s plans, strategies and objectives for future operations; new equipment, systems, technologies, services or developments, such as the Company’s implementation of industrial scale immersion-cooled Bitcoin mining hardware and development of a second hyper-scale Bitcoin mining data center outside of Corsicana, Texas; the number and value of Bitcoin rewards and transaction fees the