Business: Riot Platforms is a bitcoin mining and digital infrastructure firm. It has bitcoin mining operations in central Texas and Kentucky, and electrical switchgear engineering and fabrication operations in Denver. It operates a bitcoin-driven infrastructure platform. Its segments embody Bitcoin Mining and Engineering. The Bitcoin Mining phase is engaged in bitcoin mining. The Engineering phase designs and producers energy distribution tools and {custom} engineered electrical merchandise.
Stock Market Value: $3.97B ($11.55 per share)
Ownership: n/a
Average Cost: n/a
Activist Commentary: Starboard is a really profitable activist investor and has in depth expertise serving to firms give attention to operational effectivity and margin enchancment. Starboard has taken a complete of 155 prior activist campaigns in its historical past and has a mean return of 23.27% versus 15.27% for the Russell 2000 over the identical interval.
Starboard has acquired a place in Riot Platforms and sees alternatives for operational and strategic worth creation.
Riot Platforms is engaged in each the mining of bitcoin, in addition to proudly owning and working its personal mining amenities. Vertical integration permits Riot to straight management its operations and handle enter prices reminiscent of energy and overhead charges, versus renting out house from third-party information middle operators. Riot has two enterprise segments: Bitcoin Mining and Engineering (designing and manufacturing energy distribution tools and custom-engineered electrical merchandise). The firm is likely one of the largest publicly traded bitcoin miners with over 1 gigawatt (GW) of developed energy capability between its amenities in Rockdale, Texas; Corsicana, Texas; and Kentucky. Riot additionally owns 16,728 bitcoins.
Despite bitcoin being up roughly 130% this 12 months and an incoming presidential administration favorable to cryptocurrency, Riot’s inventory worth has declined by 24% previous to the announcement of Starboard’s place versus a mean year-to-date return of over 100% for its friends. This important underperformance in an organization with such sturdy tailwinds can solely imply an excessive insecurity in administration – and for good motive. First, spending on promoting, normal and administrative bills is uncontrolled as much as $225 million prior to now 12 months up from $67 million in 2022. Part of the explanation for that is the stock-based compensation paid to executives. Despite regularly delivering losses and with a three-year return of -54.7%, administration has paid themselves 11.5%, 9.5%, and 32.12% of complete income in stock-based compensation over the previous three years. Accordingly, the corporate has the very best energy value plus money SG&A expense per coin within the house, regardless of gaining access to comparatively low cost energy, in addition to the very best inventory compensation per coin. Accordingly, the corporate has delivered damaging web working earnings in every of the previous three years, with its largest working loss ever this 12 months of $304 million. Add to this a horrible company governance observe report with a five-person staggered board and situations of nepotism inside the greater ranges of the corporate. As a end result, Riot trades at one of many most cost-effective multiples within the trade on the premise of enterprise worth to earnings earlier than curiosity, taxes, depreciation, and amortization and EV to PH/s (petahash per second, a measure of computational energy).
Starboard has in depth expertise in company governance and serving to boards “professionalize” firms and optimize operations. Just the addition of a Starboard consultant to the board would give the markets super confidence that administration is on the trail towards shareholder worth creation. Starboard is an distinctive activist with experience in bettering operational efficiency and margins, expertise which any administration workforce ought to be excited to have in an engaged shareholder. The agency will little doubt advocate for the corporate to scale back its needlessly excessive SG&A bills and right-size govt compensation to replicate enterprise efficiency.
But the excellent news for the board and administration is that Starboard’s second a part of the agency’s plan could make all of them wealthy: Pursue the large demand alternative from hyperscalers or large-scale cloud computing firms that function information facilities and supply cloud infrastructure and companies. These firms, reminiscent of Amazon Web Services, Microsoft Azure and Google Cloud, to call just a few of the biggest, have been in a battle to contract out and construct websites to run their High-Performance Computing (HPC) and Artificial Intelligence (AI) information middle operations. Crypto mining amenities share a number of key inputs with these purposes that make them wonderful candidates for contracting out their capability or changing their crypto operations, specifically high-performance computing infrastructure, entry to power (ideally renewable), power administration experience, and operational scalability, amongst others. While the particular wants of hyperscalers should not similar to these of crypto miners, it’s a lot faster and cheaper for them to transform current amenities in a 12 months or two slightly than taking a number of years to construct their very own amenities from the bottom up.
This is a method that a number of of Riot’s rivals have pursued a lot to the delight of their shareholders. Earlier this 12 months, Core Scientific, one other bitcoin miner, entered into an settlement with CoreWeave, an Nvidia-backed AI information middle startup, to deliver 500 megawatts of capability to host CoreWeave’s HPC operations. This association is price $8.7 billion in cumulative income over 12 years to Core Scientific, which is about to generate about $1 million in incremental money circulate per 1 MW contracted below the deal at a 75% to 80% revenue margin, excess of what it might obtain from its regular bitcoin mining operations. In response to Core Scientific’s first announcement of its partnership with CoreWeave in June, Core Scientific’s inventory worth rocketed 40% the next day and is up practically 220% since. Despite being the fifth largest miner by hash fee, it’s now the second by way of market cap. Bit Digital, Hive Digital, Hut 8 and Iren have additionally already made the change to blended use with a number of different miners piloting or exploring the potential to capitalize on this large alternative. The shares of Bitcoin mining companies which have already shifted capability to HPC have delivered a mean YTD return of 105.8% versus a mean of -3.4% for friends who had not but introduced plans to take action (Riot, Mara Holdings, and CleanSpark).
The excellent news for Riot shareholders is that the corporate is in a wonderful place to capitalize on the large alternative offered by leasing capability to hyperscalers. The Rockdale, Texas bitcoin mining facility is the biggest in North America with 700 MW of developed capability. Its Corsicana, Texas facility, at the moment has 400 MW of capability and, upon completion, is anticipated to have roughly 1 GW. These crops have traits favorable to hyperscalers (entry to power, close to main metro areas, low latency and managed pure catastrophe threat). Extrapolating from the Core Scientific deal, Riot has the chance to generate $1 million of money circulate per MW on hyperscaling. The Corsicana facility will quickly have 600 MW of unused capability that may be contracted out proper now to hyperscalers with out affecting any of the corporate’s current bitcoin mining operations. Assuming Riot transformed solely the 600 MW it’s working to deliver on-line at its Corsicana facility, it may generate an incremental $600 million in money circulate yearly (versus $313 million of income at the moment). If Riot had been in a position to convert the extra full 1.1 GW of its projected complete capability at Rockdale and Corsicana, that quantity may nearly triple. Additionally, if the corporate indicators a deal like Core Scientific did with CoreWeave, the hyperscaler pays for nearly the entire capex to construct or convert these operations. Moreover, in July, Riot acquired Block Mining with its Kentucky amenities and is aiming to extend its capability from 60 MW to 300 MW, which could not be supreme for hyperscalers, however may definitely not less than be used for bitcoin.
There are definitely conventional Starboard-type of levers on this engagement for shareholder worth creation reminiscent of operational enhancements, divestiture of non-core companies and investments, in addition to improved company governance. However, the core ingredient of the agency’s marketing campaign and message to administration is straightforward: Look round you. Riot is being lapped by its rivals for failing to capitalize on the large alternative offered by leasing capability to hyperscalers. Every announcement of such a contract understandably sends their friends’ inventory on a hovering trajectory. And Riot is in a wonderful place to capitalize on this.
Riot has already come out and stated that it has spoken with Starboard on a number of events, welcomes the agency’s enter and appears ahead to ongoing constructive dialogue as a way to create worth for all shareholders. However, it might not be unreasonable at first look to suppose Starboard might encounter difficulties based mostly on the corporate scoring very low in company governance metrics, its staggered five-person board with only one seat obtainable at its subsequent assembly, and up to date actions evidencing that the corporate is concentrated solely on being the biggest vertically built-in bitcoin miner. Shareholder activism typically comes down to creating an incontrovertible argument. Starboard has one right here, not less than for the 600 MW that isn’t getting used but. Once administration sees cash coming in, permitting them to develop into the outsized compensation they’ve been receiving, it isn’t an extended soar to changing their different capability.
Moreover, Riot just lately bought $510 million of bitcoin on the open market utilizing the proceeds from a convertible senior notes providing, reflecting that it could wish to purchase bitcoin at the moment at a fee which exceeds its present mining capability. There can be no higher approach to accomplish that purpose than changing a few of its capability for hyperscalers to generate sturdy and secure money circulate nicely in extra of what its regular operations would. If Riot is basically so adamant about proudly owning bitcoin, it may use a few of this extra money circulate to amass a few of the bitcoin it might have in any other case mined. Management should determine whether or not Riot desires to be a professionally run firm that optimizes worth for all concerned or whether or not it simply desires to be a bitcoin miner. If administration decides on the latter, it will likely be selecting to not solely forego billions of {dollars} in worth however put itself on a path of a possible distracting and costly proxy combat with Starboard over the subsequent two years – on the finish of which administration may stroll away with nothing. We don’t see this taking place as there appears to be plenty of room for compromise right here.
Ken Squire is the founder and president of 13D Monitor, an institutional analysis service on shareholder activism, and the founder and portfolio supervisor of the 13D Activist Fund, a mutual fund that invests in a portfolio of activist 13D investments. Riot Platforms is owned within the fund.
