Enterprise: 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 section is engaged in bitcoin mining. The Engineering section designs and producers energy distribution tools and {custom} engineered electrical merchandise.
Inventory Market Worth: $3.97B ($11.55 per share)
Possession: n/a
Common Value: n/a
Activist Commentary: Starboard is a really profitable activist investor and has intensive expertise serving to firms deal with 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 instantly management its operations and handle enter prices corresponding to energy and overhead charges, versus renting out area from third-party knowledge middle operators. Riot has two enterprise segments: Bitcoin Mining and Engineering (designing and manufacturing energy distribution tools and custom-engineered electrical merchandise). The corporate 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.
Regardless of bitcoin being up roughly 130% this yr and an incoming presidential administration favorable to cryptocurrency, Riot’s inventory value 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 cause. First, spending on promoting, common and administrative bills is uncontrolled as much as $225 million up to now yr up from $67 million in 2022. A part of the rationale for that is the stock-based compensation paid to executives. Regardless of frequently 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 best energy price plus money SG&A expense per coin within the area, regardless of getting access to comparatively low cost energy, in addition to the best inventory compensation per coin. Accordingly, the corporate has delivered unfavorable internet working earnings in every of the previous three years, with its largest working loss ever this yr 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. Because of this, Riot trades at one of many least expensive multiples within the trade on the idea 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 intensive expertise in company governance and serving to boards “professionalize” firms and optimize operations. Simply 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, abilities which any administration group must be excited to have in an engaged shareholder. The agency will little question advocate for the corporate to scale back its needlessly excessive SG&A bills and right-size government compensation to replicate enterprise efficiency.
However 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 huge demand alternative from hyperscalers or large-scale cloud computing firms that function knowledge facilities and supply cloud infrastructure and providers. These firms, corresponding to Amazon Internet Companies, Microsoft Azure and Google Cloud, to call a number of of the most important, have been in a battle to contract out and construct websites to run their Excessive-Efficiency Computing (HPC) and Synthetic Intelligence (AI) knowledge middle operations. Crypto mining amenities share a number of key inputs with these functions 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. Whereas the precise wants of hyperscalers are usually not an identical to these of crypto miners, it’s a lot faster and cheaper for them to transform present amenities in a yr or two somewhat than taking a number of years to construct their very own amenities from the bottom up.
This can be a technique that a number of of Riot’s rivals have pursued a lot to the delight of their shareholders. Earlier this yr, Core Scientific, one other bitcoin miner, entered into an settlement with CoreWeave, an Nvidia-backed AI knowledge middle startup, to ship 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 ready to generate about $1 million in incremental money move per 1 MW contracted below the deal at a 75% to 80% revenue margin, way over what it could 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 value rocketed 40% the next day and is up practically 220% since. Regardless of being the fifth largest miner by hash charge, it’s now the second when it comes to market cap. Bit Digital, Hive Digital, Hut 8 and Iren have additionally already made the change to combined use with a number of different miners piloting or exploring the potential to capitalize on this huge 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 huge alternative offered by leasing capability to hyperscalers. The Rockdale, Texas bitcoin mining facility is the most important in North America with 700 MW of developed capability. Its Corsicana, Texas facility, at present has 400 MW of capability and, upon completion, is predicted to have roughly 1 GW. These vegetation have traits favorable to hyperscalers (entry to power, close to main metro areas, low latency and managed pure catastrophe danger). Extrapolating from the Core Scientific deal, Riot has the chance to generate $1 million of money move 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 convey on-line at its Corsicana facility, it might generate an incremental $600 million in money move yearly (versus $313 million of income immediately). 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 might virtually triple. Moreover, if the corporate indicators a deal like Core Scientific did with CoreWeave, the hyperscaler can pay for nearly all the capex to construct or convert these operations. Furthermore, 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 superb for hyperscalers, however might definitely no less than be used for bitcoin.
There are definitely conventional Starboard-type of levers on this engagement for shareholder worth creation corresponding to operational enhancements, divestiture of non-core companies and investments, in addition to improved company governance. Nevertheless, the core factor of the agency’s marketing campaign and message to administration is straightforward: Go searching you. Riot is being lapped by its rivals for failing to capitalize on the huge alternative offered by leasing capability to hyperscalers. Each 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 mentioned 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. Nevertheless, it could not be unreasonable at first look to suppose Starboard could encounter difficulties based mostly on the corporate scoring very low in company governance metrics, its staggered five-person board with only one seat accessible at its subsequent assembly, and up to date actions evidencing that the corporate is concentrated solely on being the most important vertically built-in bitcoin miner. Shareholder activism usually comes down to creating an incontrovertible argument. Starboard has one right here, no less than for the 600 MW that’s not getting used but. As soon as administration sees cash coming in, permitting them to develop into the outsized compensation they’ve been receiving, it isn’t a protracted bounce to changing their different capability.
Furthermore, Riot lately bought $510 million of bitcoin on the open market utilizing the proceeds from a convertible senior notes providing, reflecting that it might need to purchase bitcoin immediately at a charge which exceeds its present mining capability. There could be no higher solution to accomplish that aim than changing a few of its capability for hyperscalers to generate sturdy and secure money move effectively in extra of what its regular operations would. If Riot is actually so adamant about proudly owning bitcoin, it might use a few of this extra money move to amass among the bitcoin it could have in any other case mined. Administration 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 is going to be selecting to not solely forego billions of {dollars} in worth however put itself on a path of a possible distracting and costly proxy struggle with Starboard over the following two years – on the finish of which administration might stroll away with nothing. We don’t see this taking place as there appears to be quite a lot 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.
