Big Digital Energy, Inc 10-Q for FY2022 Q3
Big Digital Energy, Inc. (BGDE)
About this 10-Q
Big Digital Energy, Inc filed this 10-Q on November 14, 2022, covering the quarter ended September 30, 2022 (FY2022 Q3).
Headline figures
Quarter ended September 30, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $28.33M
- up 158.8% from $10.95M a year earlier
- Net loss
- $20.86M
- compared with a net loss of $2.5M a year earlier
- Diluted EPS
- -$0.27
- compared with -$0.04 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
or
For the transition period from ________________ to ________________
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| ☒ | Smaller reporting company | Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
As of November 8, 2022, the issuer had a total of
MAWSON INFRASTRUCTURE GROUP INC.
FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2022
TABLE OF CONTENTS
i
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
MAWSON INFRASTRUCTURE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
| September 30, | December 31, | |||||||
| 2022 | 2021 | |||||||
| ASSETS | (unaudited) | |||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Trade and other receivables | ||||||||
| Assets held for sale | ||||||||
| Cryptocurrencies | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Derivative asset | ||||||||
| Equipment deposits | ||||||||
| Financial assets | ||||||||
| Security deposits | ||||||||
| Operating lease right-of-use asset | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Trade and other payables | $ | $ | ||||||
| Current portion of operating lease liability | ||||||||
| Current portion of finance lease liability | ||||||||
| Liabilities held for sale | ||||||||
| Borrowings | ||||||||
| Total current liabilities | ||||||||
| Trade and other payables, net of current portion | ||||||||
| Operating lease liability, net of current portion | ||||||||
| Finance lease liability, net of current portion | ||||||||
| Long-term borrowings | ||||||||
| Total liabilities | ||||||||
| Commitments and Contingencies (note 11) | ||||||||
| Shareholders’ equity: | ||||||||
| Additional paid-in capital; Common stock ( | ||||||||
| Accumulated other comprehensive income (loss) | ( | ) | ||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Non-controlling interest | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
See Accompanying Notes to Unaudited Consolidated Condensed Financial Statements.
1
MAWSON INFRASTRUCTURE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
| For the three months ended September 30, | For the nine months ended September 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Revenues: | ||||||||||||||||
| Cryptocurrency mining revenue | ||||||||||||||||
| Hosting Co Location revenue | ||||||||||||||||
| Sale of equipment | ||||||||||||||||
| Net energy benefits | ||||||||||||||||
| Total revenues | ||||||||||||||||
| Less: Cost of revenues (excluding depreciation) | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Selling, general and administrative | ||||||||||||||||
| LO2A write backs | ||||||||||||||||
| Share based payments | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Change in fair value of derivative asset | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Non-operating income/(expense): | ||||||||||||||||
| Loss on foreign currency transactions | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Impairment of financial assets | ( | ) | ||||||||||||||
| Loss on re-classification to assets held for sale (Note 7) | ( | ) | ( | ) | ||||||||||||
| Other income | ||||||||||||||||
| Share of net loss of associates accounted for using the equity method | ( | ) | ( | ) | ||||||||||||
| Loss before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income tax expense | ||||||||||||||||
| Net Loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Less: Net loss attributable to non-controlling interests | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net Loss attributed to Mawson Infrastructure Group shareholders | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||
| Weighted average number of shares outstanding | ||||||||||||||||
See Accompanying Notes to Unaudited Consolidated Condensed Financial Statements.
2
MAWSON INFRASTRUCTURE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
For the Three Months Ended September 30, 2022
| Common Stock (#) | Common Stock ($) | Additional Paid-in- Capital | Reserves | Accumulated Other Comprehensive Income/ (Loss) | Accumulated Deficit | Total Mawson Stockholders’ Equity | Non- controlling interest | Total Equity | ||||||||||||||||||||||||||||
| Balance as of June 30, 2022 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Issuance of common stock, net of offer costs | ||||||||||||||||||||||||||||||||||||
| Issuance of warrants | - | ( | ) | |||||||||||||||||||||||||||||||||
| Issuance and exercising of RSU’s and stock options | ( | ) | ||||||||||||||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Other comprehensive income | - | |||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2022 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
3
MAWSON INFRASTRUCTURE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
For the Three Months Ended September 30, 2021
| Series A Preferred Stock (#) | Series A Preferred Stock ($) | Common Shares (#) | Common Stock* (#) | Common Stock ($) | Share Subscription Receivable | Additional Paid-in- Capital | Reserves | Accumulated Other Comprehensive Income/(Loss) | Accumulated Deficit | Total Mawson Stockholders’ Equity | Non- controlling interest | Total Equity | ||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2021 | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock, net of offering costs / at-the market offerings | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock, on conversion of convertible notes | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock, stock based compensation | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock, settlement of convertible note interest s | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock, conversion of Series A preferred stock | ( | ) | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||
| Issuance of warrants | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of stock by subsidiary to non-controlling interest | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| Other | - | - | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | - | - | - | - | ) | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2021 | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
4
MAWSON INFRASTRUCTURE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
For the Nine Months Ended September 30, 2022
| Common Stock (#) | Common Stock ($) | Additional Paid-in- Capital | Reserves | Accumulated Other Comprehensive Income/ (Loss) | Accumulated Deficit | Total Mawson Stockholders’ Equity | Non- controlling interest | Total Equity | ||||||||||||||||||||||||||||
| Balance as of December 31, 2021 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Issuance of common stock, stock based compensation | ||||||||||||||||||||||||||||||||||||
| Issuance of warrants | - | - | ( | ) | ||||||||||||||||||||||||||||||||
| Issuance of RSU’s and stock options | ( | ) | ||||||||||||||||||||||||||||||||||
| Issuance of common stock, net of offer costs | ||||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Other comprehensive income | - | - | ||||||||||||||||||||||||||||||||||
| Non-controlling interest | - | - | ( | ) | ||||||||||||||||||||||||||||||||
| Balance as of September 30, 2022 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
5
MAWSON INFRASTRUCTURE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
For the Nine Months Ended September 30, 2021
| Series A Preferred Stock (#) | Series A Preferred Stock ($) | Common Shares (#) | Common Stock (#) | Common Stock ($) | Share Subscription Receivable | Additional Paid-in- Capital | Reserves | Accumulated Other Comprehensive Income/(Loss) | Accumulated Deficit | Total Mawson Stockholders’ Equity | Non- controlling interest | Total Equity | ||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2020 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Exchange of stock and Reverse recapitalization of Wize Pharma Inc | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock, net of offer costs, PIPE transaction | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of convertible notes, net of offer costs | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock, exercise of warrants | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fair value of IPR&D acquired, net of Business Combination transaction costs | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of RSU’s and stock options | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Fair value adjustment of LO2A intellectual property revenue sharing obligation | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Late acceptance of Exchange of common stock of Cosmos Capital Limited for common stock of Wize Pharma Inc., adjusted to reflect the Exchange Ratio | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock, net of offering costs / at-the market offerings | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock, settlement of convertible note interest s | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock, conversion of Series A preferred stock | ( | ) | - | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||
| Issuance of stock by subsidiary to non-controlling interest | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Other | - | - | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2021 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||
See Accompanying Notes to Unaudited Consolidated Condensed Financial Statements.
6
MAWSON INFRASTRUCTURE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
| For the nine months ended September 30, | ||||||||
| 2022 | 2021 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| LO2A write offs | ||||||||
| Non-cash lease expense | ||||||||
| Fair value loss on investments | ||||||||
| Change in fair value of derivative asset | ( | ) | ||||||
| Non-cash proceeds from the sale of intellectual property | ( | ) | ||||||
| Share based payments | ||||||||
| Loss on re-classification to assets held for sale | ||||||||
| Interest expense | ||||||||
| Loss on sale of property and equipment | ||||||||
| Investment income | ( | ) | ||||||
| Gain on sale of investment | ( | ) | ||||||
| Write-off of fixed assets | ||||||||
| Share of loss of equity accounted investments | ||||||||
| Non-controlling interest | ||||||||
| Trade and other receivables | ( | ) | ||||||
| Other current assets | ( | ) | ( | ) | ||||
| Trade and other payables | ||||||||
| Net cash provided by operating activities | ||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Payment for the purchase of property and equipment | ( | ) | ( | ) | ||||
| Proceeds from sale/of (investment in) financial assets | ( | ) | ||||||
| Proceeds from sales of property and equipment | ||||||||
| Deposits received in relation to sale of Georgia site | ||||||||
| Payment of fixed asset deposits | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from common share issuances | ||||||||
| Proceeds from convertible notes | ||||||||
| Payments of capital issuance costs | ( | ) | ( | ) | ||||
| Proceeds from borrowings | ||||||||
| Advances made to external companies | ( | ) | ||||||
| Repayment of lease liabilities | ( | ) | ||||||
| Repayments of borrowings | ( | ) | ( | ) | ||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ) | ( | ) | ||||
| Net (decrease)/increase in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents at beginning of period | ||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||
See Accompanying Notes to Unaudited Consolidated Condensed Financial Statements.
7
MAWSON INFRASTRUCTURE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 – GENERAL
General
Mawson Infrastructure Group, Inc. (the “Company” or “Mawson” or “we”), formerly known as Wize Pharma, Inc, and before that, known as OphthaliX Inc., was incorporated in the State of Delaware on February 10, 2012.
The accompanying consolidated financial statements, including the results of the Company’s subsidiaries: Mawson Infrastructure Group Pty Ltd (“Mawson AU”, previously known as Cosmos Capital Limited), Cosmos Trading Pty Ltd, Cosmos Infrastructure LLC, Cosmos Manager LLC, MIG No.1 Pty Ltd, Mawson AU Limited, Luna Squares LLC, Luna Squares Texas LLC, Luna Squares Repairs LLC, Luna Squares Property LLC, Mawson Midland LLC (formed September 21, 2022), Mawson Ohio LLC (formed September 21, 2022) and Mawson Mining LLC (collectively referred to as the “Group”), have been prepared by the Company, pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). Wize NC Inc, Occuwize Ltd and Wize Pharma Ltd are additional subsidiaries of Mawson, these companies are subject to contingent value rights (“CVR”), further described in NOTE 11.
These consolidated, condensed unaudited interim financial statements should be read in conjunction with the audited consolidated financial statements of the Group as of December 31, 2021, and the notes thereto, included in the Company’s Annual Report on Form 10-K filed with SEC on March 21, 2022. Accordingly, they do not include all the information and footnotes required by U.S GAAP for complete financial statements. The results of the interim period are not necessarily indicative of the results to be expected for the full year ended December 31, 2022. These consolidated, condensed interim financial statements reflect all adjustments which, in the opinion of management, are necessary to present fairly the financial position, the results of operations and cash flows of the Company for the periods presented.
Mawson, through its subsidiaries, is a ‘Digital Asset Infrastructure’ business, which owns and operates modular data centers (“MDCs”) based in the United States and Australia. As at September 30, 2022, Mawson owned 33,350 Application-Specific Integrated Circuit (“ASIC”) computers known as “Miners,” specifically focused on the SHA-256 algorithm, from a variety of manufacturers, including Bitmain Technology Holding Company (“Bitmain”), Canaan Creative (HK) Holdings Limited (“Canaan”) and Shenzhen MicroBT Electronics Technology Co., Ltd (“Whatsminer”).
Going Concern
For the nine-month period ending September 30, 2022, the Company incurred
a loss after tax of $
Management of the Company believes that there are reasonable grounds to conclude that the Company will continue as a going concern after consideration of the following factors:
The Company’s plans include improving profitability and generating sufficient cash flow from operations.
On September 8, 2022,
Management of the Company is of the opinion that the Company can continue
to access adequate debt and equity funding to meet its working capital requirements. The Company has the ability through it’s At
the Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”), to sell
shares of its common stock with an aggregate sales price of up to $
Based on internally prepared forecast cash flows which take into consideration what management considers to be reasonable scenarios given the inherent risks and uncertainties, combined with existing cash balances, management believes that the Company will be able to meet its obligations as they become due for at least one year from the date of approval of these unaudited consolidated financial statements.
8
Accordingly, management of the Company believes that it is appropriate to prepare the Group’s consolidated financial statements on a going concern basis. However, should the Company be unable to source sufficient funding through the factors noted above, the Company may not be able to realize assets at their recognized values and extinguish its liabilities in the normal course of business at the amounts stated in these unaudited consolidated financial statements.
These unaudited consolidated financial statements do not include any adjustments relating to the recoverability and carrying amounts of assets and the amounts of liabilities should the Company be unable to continue as a going concern and meet its obligations and debts as and when they fall due.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation and basis of preparation
The accompanying consolidated financial statements of the Group include the accounts of the Company and its wholly or majority owned and controlled subsidiaries, other than those subsidiaries subject to the CVR described more in NOTE 11. Intercompany investments, balances and transactions have been eliminated on consolidation. Non–controlling interests represent the minority equity investment in the Company’s subsidiaries, plus the minority investors’ share of the net operating results and other components of equity relating to the non–controlling interest.
Any changes in the Company’s ownership interest in a consolidated subsidiary, through additional equity issuances by the consolidated subsidiary or from the Company acquiring the shares from existing shareholders, in which the Company maintains control is recognized as an equity transaction, with appropriate adjustments to both the Company’s additional paid-in capital and the corresponding non-controlling interest.
On March 9, 2021, Mawson AU was acquired by the Company. For accounting purposes, this was accounted for as a reverse asset acquisition with Mawson AU as the accounting acquirer (refer to significant accounting policies below). The result of which is that these consolidated financial statements are taken to be a continuation of Mawson AU’s financial statements, with the Company incorporated within the acquisition and therefore the historical financial information of Mawson AU (then known as Cosmos Capital Limited) prior to March 9, 2021, became the historical financial information of Mawson AU, which have been consolidated into the financial statements of the Company.
Use of Estimates and Assumptions
The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company evaluates on an ongoing basis its assumptions. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made.
9
These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of income and expenses during the reporting periods. Actual results could differ from those estimates. The Company has considered the following to be significant estimates made by management, including but not limited to, going concern assumptions, estimating the useful lives of fixed assets, realization of long-lived assets, unrealized tax positions and the realization of digital currencies, valuing the derivative asset classified under Level 3 fair value hierarchy, business combinations, reverse asset acquisition, and the contingent obligation with respect to future revenues.
Critical Accounting Policies
Critical accounting policies are described in the consolidated financial statements for the Company included in the Company’s Annual Report on Form10-K filed with SEC on March 21, 2022. There have been some changes to critical accounting policies in the nine months period ended September 30, 2022. The reverse asset acquisition accounting policy which is no longer considered to be a critical accounting policy and has therefore been included in significant accounting policies, the fair value of financial instruments has been moved from significant accounting policies to critical accounting policies.
Revenue Recognition – Digital asset mining revenue
The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The core principle of ASC 606 is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. Five steps are required to be followed in evaluating revenue recognition: (i) identify the contract with the customer; (ii) identity the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price; and (v) recognize revenue when or as the entity satisfied a performance obligation.
In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract).
There is currently no specific definitive guidance in U.S. GAAP or alternative accounting frameworks for the accounting of managing digital currencies and management has exercised significant judgement in determining appropriate accounting treatment for the recognition of revenue for such operations.
The Company has entered into a contract with mining pools and has undertaken the performance obligation of providing computing power in exchange for non-cash consideration in the form of cryptocurrency. The provision of computing power is the only performance obligation in the Company’s contract with its pool operators. Where the consideration received is variable (for example, due to payment only being made upon successful mining), it is recognized when it is highly probable that the variability is resolved, which is generally when the cryptocurrency is received.
The Company measures the non-cash consideration received at the fair market value of the cryptocurrency received. Management estimates fair value on a daily basis, as the quantity of cryptocurrency received multiplied by the price quoted on the crypto exchanges that the Company uses to dispose of cryptocurrency on the day it was received.
10
Property and equipment
Property and equipment are stated at cost, net of accumulated depreciation. The cost includes any cost of replacing part of the property and equipment with the original cost of the replaced part being derecognized. All other repair and maintenance costs are recognized in profit or loss incurred. The present value of the expected cost for the decommissioning of an asset after its use is included in the cost of the respective asset if the recognition criteria for a provision are met. Property, plant and equipment transferred from customers is initially measured at the fair value at the date on which control is obtained.
The depreciable amount of fixed assets is depreciated on a straight-line or declining balance basis based on the asset classification, over their useful lives to the economic entity commencing from the time the assets arrive at their destination where they are ready for use. Low-cost assets are capitalized and immediately depreciated. Depreciation is calculated over the following estimated useful lives:
| Asset class | Useful life | Depreciation Method | ||
| Fixtures and Fittings | ||||
| Plant and equipment | ||||
| Modular data center | ||||
| Motor Vehicles | ||||
| Computer equipment | ||||
| Processing Machinery (Miners) | ||||
| Transformers | ||||
| Leasehold improvements |
An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the income statement when the asset is derecognized.
The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate.
The Company changed its policy in relation
to freight costs in relation to processing machines with effect from October 1, 2021. Prior to this date these costs were expensed to
the statement of operations and profit and loss, and afterwards these costs are capitalized into processing machinery. This change resulted
in an increase in processing machines in the balance sheet of $
The Company’s long-lived assets are reviewed for impairment in
accordance with Accounting Standards Codification (“ASC”) 360, “Property, Plant and Equipment”, whenever events
or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held
and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated
by the assets. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying
amount of the asset exceeds its fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value less
costs to sell. There were impairment charges recognized for processing machines of $
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Fair value of and recognition of revenue from financial instruments:
The Company accounts for financial instruments under FASB Accounting Standards Codification Topic (“ASC”) 820, Fair Value Measurements. This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements, ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:
Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 — observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and
Level 3 — assets and liabilities whose significant value drivers are unobservable. Observable inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Company’s market assumptions. Unobservable inputs require significant management judgment or estimation. In some cases, the inputs used to measure an asset or liability may fall into different levels of the fair value hierarchy. In those instances, the fair value measurement is required to be classified using the lowest level of input that is significant to the fair value measurement. Such determination requires significant management judgment.
| Fair value measured at September 30, 2022 | ||||||||||||||||
Total carrying September 30, | Quoted prices in active markets (Level 1) | Significant other observable inputs (Level 2) | Significant unobservable inputs (Level 3) | |||||||||||||
| Derivative asset | $ | |||||||||||||||
| Marketable securities | $ | |||||||||||||||
| Fair value measured at December, 2021 | ||||||||||||||||
| Total carrying value at December, 2021 | Quoted prices in active markets (Level 1) | Significant other observable inputs (Level 2) | Significant unobservable inputs (Level 3) | |||||||||||||
| Derivative asset | $ | $ | $ | $ | ||||||||||||
| Marketable securities | $ | $ | $ | $ | ||||||||||||
Level 1 Assets:
The Company held
Level 3 Assets:
Power Supply Agreement
During the quarter ended June 30, 2022, the Company recorded a derivative
asset related to its Power Supply Agreement with Energy Harbor LLC, the energy supplier to the Company’s Pennsylvania facility.
The Power Supply Agreement was classified as a derivative asset and measured at fair value on the date of Power Supply Agreement, with
changes in fair value recognized in the accompanying unaudited condensed consolidated statements of operations. The estimated fair value
of the Company’s derivate asset is classified in Level 3 of the fair value hierarchy due to the significant unobservable inputs
utilized in the valuation. Specifically, the Company’s discounted cash flow estimation models contain quoted commodity exchange
spot and forward prices and are adjusted for basis spreads for load zone-to-hub differentials through the term of the Power Supply Agreement,
which ends in December 2026. In addition, the Company adopted a further discount rate of approximately
Tasmania Data Infrastructure Pty Ltd (“TDI”)
During June 2022, Mawson AU Limited entered into a License and Services
Agreement with TDI in exchange for
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Accounting for Power Supply Contract
In June 2022, the Company entered into a Power Supply Agreement with Energy Harbor LLC to provide the delivery of a fixed portion of the total amount of electricity for a fixed price through to December 2026. If the Pennsylvania facility uses more electricity than contracted, the cost of the excess is incurred at a new price quoted by Energy Harbor LLC.
While the Company manages operating costs at the Pennsylvania facility in part by periodically selling unused or uneconomical power back to the market, the Company does not consider such actions trading activities. That is, the Company does not engage in speculation in the power market as part of its ordinary activities. Because the sale of any electricity under a curtailment program allows for net settlement, the Company has determined the Power Supply Agreement meets the definition of a derivative under ASC 815, Derivatives and Hedging, (“ASC 815”). However, because the Company has the ability to sell the power back to the grid rather than take physical delivery, physical delivery is not probable through the entirety of the contract and therefore, the Company does not believe the normal purchases and normal sales scope exception applies to the Power Supply Agreement. Accordingly, the Power Supply Agreement (the non-hedging derivative contract) is recorded at estimated fair value each reporting period with the change in the fair value recorded in change in fair value of derivative asset in the consolidated statements of operations (refer to fair value of financial instruments policy).
Share based payments
The Company follows FASB Codification Topic ASC 718-10 Compensation-Stock
Compensation. The Company expenses stock-based compensation to employees and non-employees over the requisite service period based on
the estimated grant-date fair value of the awards. The Company determines the grant date fair value of the restricted stock units (“RSUs”)
and options using the Black-Scholes option-pricing model. The assumptions used in calculating the fair value of stock-based awards represent
management’s best estimates and involve inherent uncertainties and the application of management’s judgment. These assumptions
are the expected stock volatility, the risk–free interest rate, the expected life of the option, the dividend yield on the underlying
stock and the expected forfeiture rate. Expected volatility computes stock price volatility over expected terms based on its historical
common stock trading prices. Risk–free interest rates are calculated based on the implied yield available on U. S.
Significant Accounting Policies
Revenue Recognition - Hosting Co-location revenue
The Company provides power for our co-location hosting customers on a variable basis which is received monthly from the customer based on the power usage at the rate outlined in each customer contract.
The Company recognizes variable power revenue each month as the uncertainty related to the consideration is resolved, power is provided to our customers, and our customers utilize the power (the customer simultaneously receives and consumes the benefits of the Company’s performance).
The customer contracts contain performance obligations, variable consideration in such contracts to be allocated to and recognized in the period to which the consideration relates. Usually this is when it is invoiced, rather than obtaining an estimation of variable consideration at the beginning of the customer contracts.
13
Customers also are invoiced a fixed monthly fee for maintenance services which includes cleaning, cabling and other services to maintain the customers’ equipment.
Revenue recognition – equipment sales
The Company earned revenues from the sale of earlier generation cryptocurrency mining units and modular data centers that have been assembled or refurbished for resale (collectively “Hardware”). Revenue from the sale of Hardware is recognized when all of the following conditions are satisfied: (i) persuasive evidence of a sales arrangement exists, (ii) the sales terms are fixed or determinable, (iii) title and risk of loss have transferred. At the date of sale, the net book value is expensed in cost of revenues.
Net energy benefits
In exchange for powering down the Company’s systems and curtailing power, in response to instances of high electricity demand, the Company receives net energy benefits from the grid. The company also has a contract with Energy Harbor LLC where it can sell back any power not used at the market rate.
Cost of revenues
Cost of revenue consists primarily of expenses that are directly related to providing the Company’s service to its paying customers. These primarily consist of costs associated with operating our co-location facilities such as direct power costs, energy costs (including any carbon offset acquired during the year), freight costs and material costs related to cryptocurrency mining.
Research and development expenses
Research and development expenses are charged to the statement of comprehensive loss as incurred.
Income taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance may be established to reduce the deferred tax asset to the level at which it is “more likely than not” that the tax asset or benefits will be realized. Realization of tax benefits of deductible temporary differences and operating loss carryforwards depends on having sufficient taxable income of an appropriate character within the carryback or carryforward periods.
The Company recognizes the effect of income tax positions only if those
positions are more likely than not of being sustained upon review by the taxing authority. Recognized income tax positions are measured
at the largest amount that is greater than
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Functional currency
All subsidiaries of Company have a functional currency of United States dollar (“USD”) with the exceptions of Mawson Infrastructure Group Pty Ltd, MIG No.1 Pty Ltd, Cosmos Trading Pty Ltd and Mawson AU Limited whose functional currency is the Australian Dollar (“AUD”). The financial statements of foreign businesses have been translated into USD at current exchange rates for balance sheet items and at the average rate for income statement items. Translation of all the consolidated companies’ financial records into USD is required due to the reporting currency for these consolidated financial statements presented as USD and the functional currency of the parent company being that of AUD. Translation adjustments are accumulated in other comprehensive income (loss). Revenue and expense accounts are converted at prevailing rates throughout the year. Gains or losses on foreign currency transactions and translation adjustments in highly inflationary economies are recorded in income in the period in which they are incurred.
Segment Reporting
Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision–making group in deciding how to allocate resources and in assessing performance. Our chief operating decision–making group is composed of the chief executive officer. We currently operate in one segment surrounding our cryptocurrency mining operation.
Cash and cash equivalents:
Cash and cash equivalents include cash on hand, deposits held at call with financial institutions, cash held with digital currency exchanges, and other short-term and highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less.
Assets held for sale (NOTE 7)
Assets and liabilities are classified as held-for-sale if it is highly
probable they will be recovered primarily through sale rather than through continuing use. On September 8, 2022, the Company entered into
an agreement with CleanSpark to sell its Sandersville, Georgia Bitcoin mining facility, along with 6,468 (which number was later reduced
to 6,349) miners. This transaction closed on October 8, 2022, therefore all assets and liabilities that were included in this sale have
been classified as held for sale. Such assets have been measured at the lower of carrying amount and fair value less costs to sell. The
property and equipment included in this sale ceased being depreciated from September 8, 2022, depreciation which would have been charged
for the period from September 9, 2022 to September 30, 2022 would have been $
Digital Currencies
Digital currencies are included in current assets in the consolidated balance sheets. Digital currencies are classified as indefinite-lived intangible assets in accordance with ASC 350, Intangibles - Goodwill and Other, and are accounted for in connection with the Company’s revenue recognition policy detailed above.
The following table presents the Company’s digital currency (Bitcoin) activities for the three months and nine months ended September 30, 2022:
| Three months to September 30, 2022 | Nine months to September 30, 2022 | |||||||
| Opening number of Bitcoin held as at June 30, 2022 and December 31, 2021 | ||||||||
| Number of Bitcoin added | ||||||||
| Number of Bitcoin sold | ( | ) | ( | ) | ||||
| Closing number of Bitcoin held as at September 30, 2022 | ||||||||
Digital currency is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not likely that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted.
The Company’s policy is to dispose of production at the earliest opportunity, therefore the holding period is minimal, usually no more than a few days. Due to the short period which Bitcoin are held prior to sale and the consequent small numbers held, the risk of impairment is not material.
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Equipment deposits
The Company records a prepaid expense for costs paid but not yet incurred. Those costs expected to be incurred within one year are recognized and shown as equipment deposits. Equipment deposits result from advance payments to suppliers for goods to be received in the future. Equipment deposits are initially recognized as assets at the date the amount is paid and are subsequently recorded as equipment as the Company takes delivery and control of the equipment from the supplier. Amounts are recognized initially at the amount of the unconditional consideration paid. They are subsequently measured at cost, less loss allowance.
Reverse Asset Acquisition
On March 9, 2021, the Company acquired the shares of Cosmos Capital Limited (now known as Mawson Infrastructure Group Pty Ltd and referred to herein as Mawson AU) in a stock for stock exchange. This transaction has been accounted for as a reverse asset acquisition. The reverse asset acquisition and the associated impact is referred to as the “Cosmos Transaction”.
Under the terms of the Cosmos Transaction Bid Implementation Agreement,
the Company was required to make share-based payments consisting of up to
Concentrations of credit risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents and marketable securities. Cash and cash equivalents and restricted bank deposits are invested in banks in Australia and the U.S. If the counterparty completely failed to perform in accordance with the terms of the contract, the maximum amount of loss to the Company would be the balance. Management believes that the financial institutions that hold the Company’s investments are financially sound and, accordingly, minimal credit risk exists with respect to these investments. The Company has no off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements.
Legal and other contingencies
The Company accounts for its contingent liabilities in accordance with ASC 450 “Contingencies”. A provision is recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. With respect to legal matters, provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. Legal costs incurred in connection with loss contingencies are expensed as incurred. As of September 30, 2022, the Company is not a party to any litigation that would reasonably be expected to have a material adverse effect on the Company’s business, financial position, results of operations or cash flows.
Leases
The Company accounts for its leases under ASC 842, Leases which was effective January 1, 2019. The Company determines if an arrangement is a lease at inception. Using ASC 842, leases are classified as operating or finance leases on the Balance Sheet as a right of use (“ROU”) assets and lease liabilities within current liabilities and long-term liabilities on our consolidated balance sheets. ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The Company’s lease does not provide an implicit rate and therefore the Company measured the ROU asset and lease obligation based upon the present value of future minimum lease payments. The Company’s incremental borrowing rate is estimated based on risk-free discount rate for the lease, determined using a period comparable with that of the lease term and in a similar economic environment. The lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise such options. The Company does not record leases on the consolidated balance sheets with a term of one year or less. The Company does not separate lease and non-lease components but rather account for each separate component as a single lease component for all underlying classes of assets. Where leases contain escalation clauses, rent abatements, or concessions, such as rent holidays and landlord or tenant incentives or allowances, the Company applies them in the determination of straight-line operating lease cost over the lease term.
16
Recent Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard setting bodies and adopted by the Company as of the specified effective date. For information with respect to recent accounting pronouncements, see Note 2 to the consolidated financial statements for Mawson as of December 31, 2021, included in the Company’s Annual Report on Form 10-K filed with SEC on March 21, 2022. Recent accounting pronouncements since that date include:
In March 2022, the FASB issued ASU update 2022-01—Derivatives and Hedging (Topic 815): Fair Value Hedging—Portfolio Layer Method. The adoption of ASU 2021-01 did not have a material impact on the Company’s consolidated financial statements or disclosures.
In March 2022, the FASB issued ASU 2022-02—Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. The adoption of ASU 2022-02 did not have a material impact on the Company’s consolidated financial statements or disclosures.
In June 2022, the FASB issued ASU 2022-03—Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The adoption of ASU 2022-03 did not have a material impact on the Company’s consolidated financial statements or disclosures.
In September 2022, the FASB issued ASU 2022-04— Liabilities—Supplier Finance Programs (Topic 405-50): Disclosure of Supplier Finance Program Obligations. The adoption of ASU 2022-04 did not have a material impact on the Company’s consolidated financial statements or disclosures.
NOTE 3 – BASIC AND DILUTED NET LOSS PER SHARE
Net loss per common share is calculated in accordance with ASC Topic 260: Earnings Per Share (“ASC 260”). Basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The computation of diluted net loss per share does not include dilutive common stock equivalents in the weighted average shares outstanding, as they would be anti-dilutive.
Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share as at September 30, 2022 and 2021 are as follows:
| As at September 30, | ||||||||
| 2022 | 2021 | |||||||
| Warrants to purchase common stock | ||||||||
| Options to purchase common stock | ||||||||
| Restricted Stock-Units (“RSUs”) issued under a management equity plan | ||||||||
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The following table sets forth the computation of basic and diluted loss per share:
| For the three months ended September 30, | For the nine months ended September 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Net Loss attributable to common shareholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Denominator: | ||||||||||||||||
| $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||
Comparative weighted average common shares have been revised by the
ratio of Mawson AU to the Company shares exchanged in the reverse asset acquisition in March 2021. Pursuant to that certain Certificate
of Amendment to the Certificate of Incorporation of the Company dated August 11, 2021, Mawson executed a 10-for-1 reverse stock split
of its outstanding common stock and reduced its authorized common stock to
NOTE 4 – DEPOSIT, PROPERTY AND EQUIPMENT
During the nine months ended September 30, 2022, $
NOTE 5 – LEASES
Luna Squares LLC leased a
The Company leases the headquarters of its business operations at Level
5, 97 Pacific Highway, North Sydney NSW 2060 Australia, being
The Company leases
On March 16, 2022, Luna Squares Property LLC entered into a lease with
respect to a property in the City of Sharon, Mercer County, Pennsylvania with Vertua Property, Inc. (a related entity – refer to
note 12 for details).
18
During May 2022, Luna Square Texas LLC entered into four lease agreements
to lease
Other than the foregoing leases, the Company does not lease any material assets. The Company believes that these offices and facilities are suitable and adequate for its operations as currently conducted and as currently foreseen. In the event additional or substitute offices and facilities are required, the Company believes that it could obtain such offices and facilities at commercially reasonable rates.
The Company’s lease costs recognized in the Consolidated Statements of Income and Comprehensive Loss consist of the following:
| For the three months ended September 30, | For the nine months ended September 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Operating lease charges (1) | $ | $ | $ | $ | ||||||||||||
| Finance lease charges: | ||||||||||||||||
| Amortization of right-of-use assets | $ | $ | $ | $ | ||||||||||||
| Interest on lease obligations | $ | $ | $ | $ | ||||||||||||
| (1) | Included in Selling, General & Administrative Expenses. |
The following is a schedule of the Company’s lease liabilities by contractual maturity as of September 30, 2022:
| Operating leases (2) | Finance Leases | |||||||
| 2023 | $ | $ | ||||||
| 2024 | ||||||||
| 2025 | ||||||||
| 2026 | ||||||||
| 2027 | ||||||||
| Total undiscounted lease obligations | ||||||||
| Less imputed interest | ( | ) | ( | ) | ||||
| Total present value of lease liabilities | ||||||||
| Less current portion of lease liabilities | ||||||||
| Non-current lease liabilities | $ | $ | ||||||
| (2) | Includes $ |
Other lease information as of September 30,2022:
| Operating leases | Finance Leases | |||||||
| Operating cash out flows from operating and finance leases | $ | $ | ||||||
| Weighted-average remaining lease term – operating and finance leases (years) | ||||||||
| Weighted-average discount rate – operating and leases (%) | % | % | ||||||
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NOTE 6 – PROPERTY AND EQUIPMENT
Property and equipment, net, consisted of the following:
| September 30, 2022 | December 31, 2021 | |||||||
| Plant and equipment | ||||||||
| Computer equipment | ||||||||
| Furniture & fixtures | ||||||||
| Processing machines (Miners) | ||||||||
| Modular data center | ||||||||
| Motor Vehicles | ||||||||
| Transformers | ||||||||
| Low-cost assets | ||||||||
| Assets under construction | ||||||||
| Leasehold improvements | ||||||||
| Total | ||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Less: Provision for impairment | ( | ) | ||||||
| Reclassification to assets held for sale (NOTE 7) | ( | ) | ||||||
| Property and equipment, net | ||||||||
Depreciation and amortization expense for the three month period ended
September 30, 2022 and 2021 was $
The reclassification of property and equipment to assets held for sale is in relation to the sale of the Georgia Bitcoin Mining facility to CleanSpark, refer to NOTE 7 for further details.
NOTE 7 – ASSETS HELD FOR SALE
On September 8, 2022, the Company entered into an agreement with CleanSpark to sell its Sandersville, Georgia Bitcoin Mining facility and an agreement to sell, up to 6,468 (which number was later reduced to 6,349) application-specific integrated circuit miners.
Total consideration for the sale of the Bitcoin Mining facility was (i) $22.52 million in cash; (ii) 1,590,175 shares of common stock, par value $0.001 per share of CleanSpark, and (iii) $6.5 million in Seller financing in the form of promissory notes. Total consideration for the application-specific integrated circuit miners was $9.48 million in cash (which was later reduced to $9.02 million upon reduction in the number of miners).
The sale of the Georgia Bitcoin Mining facility was announced to the market on September 8, 2022 and therefore the corresponding assets and liabilities were classified as held for sale from this date. Depreciation on the property and equipment ceased on September 8, 2022. At September 30, 2022 the assets and liabilities included in the sale are stated at fair value less costs to sell and comprised of the following assets and liabilities.
| September 30, 2022 | ||||
| Property and equipment | ||||
| Operating lease right-of-use asset | ||||
| Assets held for sale | ||||
20
| September 30, 2022 | ||||
| Operating lease liability | ||||
| Liabilities held for sale | ||||
These figures are shown after recognizing an impairment on processing machines (miners), which were previously included in property and equipment, of $4,195,046.
NOTE 8 – FINANCIAL ASSETS
During June 2022 Mawson AU Limited entered into a License and Services
Agreement with Tasmania Data Infrastructure Pty Ltd (“TDI”) in exchange for
NOTE 9 – INCOME TAXES
The following table summarizes our effective tax rate based on the tax expense/(benefit) for income taxes attributable to pretax income:
| For the three months ended September 30, | ||||||||
| 2022 | 2021 | |||||||
| Income/(Loss) before income taxes | ( | ) | ( | ) | ||||
| Tax Expense/(Benefit) for income taxes | ||||||||
| Effective income tax rate | % | % | ||||||
| For the nine months ended September 30, | ||||||||
| 2022 | 2021 | |||||||
| Income/(Loss) before income taxes | ( | ) | ( | ) | ||||
| Tax Expense/(Benefit) for income taxes | ||||||||
| Effective income tax rate | % | % | ||||||
The Company’s effective tax rate is calculated by dividing total income tax expense by the sum of income before income tax expense and the net income attributable to noncontrolling interests. The Company has maintained a full valuation allowance for federal and the majority of its state jurisdictions.
21
NOTE 10 – STOCKHOLDERS EQUITY
Common Stock
Under the terms of the Cosmos Transaction Bid Implementation Agreement
the Company made share-based awards under an Incentive Compensation Program during September 2021 (refer to reverse acquisition accounting
policy). During the three-month period ending September 30, 2022, certain participants partially converted certain of these awards into
Restricted Stock
As of September 30, 2022, there was no restricted stock.
Common Stock Warrants
A summary of the status of the Company’s outstanding stock warrants and changes during the nine months ended September 30, 2022, is as follows:
| Number of Warrants | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (in years) | ||||||||||
| Outstanding as of December 31, 2021 | ||||||||||||
| Issued | $ | |||||||||||
| Exercised | ( | ) | ||||||||||
| Expired | ||||||||||||
| Outstanding as of September 30, 2022 | $ | |||||||||||
| Warrants exercisable as of September 30, 2022. | $ | |||||||||||
On February 23, 2022, Mawson issued to Celsius Mining LLC (“Celsius”)
warrants with an expiry date of
On July 17, 2022, the Company entered into a Securities Purchase Agreement
with an institutional investor providing for the issuance and sale by the Company of
Under the terms of the Cosmos Transaction Bid Implementation Agreement
the Company made share-based awards in the form of warrants, options and RSUs under an Incentive Compensation Program during September
2021 (refer to reverse acquisition accounting policy). During the nine months ended September 30, 2022, certain participants exercised
NOTE 11 – COMMITMENTS AND CONTINGENCIES
Agreements
| 1. | In connection with the Cosmos Transaction (On March 9, 2021, the
Company acquired the shares of Mawson AU in a stock for stock exchange), Wize NC Inc, Ocuwize Ltd and Wize Pharma Ltd are subject to
CVR. The company issued one CVR to each of our securityholders for each outstanding share of common stock of Mawson, and for each share
of common stock of Mawson underlying other convertible securities and warrants, held immediately before the closing of the Cosmos Transaction.
Each CVR represents the right to receive a pro rata share of any consideration that we may receive in connection with any successful
monetization of our LO2A business, less transaction expenses and customary deductions as detailed in the CVR agreement, including a deduction
of up to $ | |
| 2. | During June 2022 Mawson AU Limited entered into a share subscription and equipment sale with Tasmania Data Infrastructure Pty Ltd (“TDI”). TDI has a |
22
| 3 | On September 8, 2022, |
NOTE 12 – BORROWINGS
Short-term Borrowings
Whatsminers
Marshall loan
The amount classified as a current liability is $
On November 11, 2022 $
Celsius loan
On February 23, 2022, Luna Squares LLC entered into the Co-Location
Agreement with Celsius Mining LLC, in connection with this agreement, Celsius Mining LLC loaned Luna Squares LLC a principal amount of
$
23
W Capital loan
On September 2, 2022, Mawson Infrastructure Group Pty Ltd entered into
a Secured Loan Facility Agreement with W Capital Advisors Pty Ltd with a total loan facility of AUD$
Convertible notes
On July 8, 2022, the Company issued secured convertible promissory
notes to investors in the aggregate principal amount of $
Long-term Borrowings
Marshall loan
The total classified as payable after more than one year under this
arrangement is $
NOTE 13 – RELATED PARTY TRANSACTIONS
On March 16, 2022, Luna Squares LLC entered into a lease with respect
to a property in the City of Sharon, Mercer County, Pennsylvania with Vertua Property, Inc, a subsidiary entity in which Vertua Ltd has
a
During the nine month period to September 30, 2022 and the nine month
period to September 30, 2022 Mawson Infrastructure Group Pty Ltd paid Vertua Limited $
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NOTE 14 – SUBSEQUENT EVENTS
On October 17, 2022 the Company made the final payment of the Whatsminers loan amount to Foundry Digital LLC, bringing to an end the loan agreement between the parties.
On October 14, 2022 the Company made an early repayment of AUD$
On September 8, 2022,
There may be additional consideration payable to the Company from CleanSpark following the closing date of the Purchase and Sale Agreement as follows:
| i. | up to |
| ii. | up to an additional $ |
On 7 November 2022,
25
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Management’s Discussion and Analysis of Financial Condition and Results of Operations analyzes the major elements of our balance sheets, statements of comprehensive income (loss) and cash flows. The following discussion and analysis of our financial condition and results of operations should be read together with the interim condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q, as well as our audited consolidated financial statements and related notes as disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. All amounts are in U.S. dollars.
Throughout this report, unless otherwise designated, the terms “we,” “us,” “our,” the “Company,” “Mawson,” “our company” and the “combined company” refer to Mawson Infrastructure Group Inc., a Delaware corporation, and its direct and indirect subsidiaries, including Mawson Infrastructure Group Pty Ltd, an Australian company (“Mawson AU”), Cosmos Trading Pty Ltd, Cosmos Infrastructure LLC, Cosmos Manager LLC, Cosmos MIG No.1 Pty Ltd, Mawson AU Limited, Luna Squares LLC, Luna Squares Texas, Luna Squares Repairs LLC, Luna Squares Property LLC, Mawson Midland LLC, Mawson Ohio LLC and Mawson Mining LLC . Wize NC Inc, Ocuwize Ltd and Wize Pharma Ltd are subsidiaries of Mawson however these companies have not been consolidated into the financial statements are not included when referring to we, us, our or the Company or Mawson as these are subject to contingent value rights (“CVR”), refer to NOTE 11 of the financial statements.
Pursuant to that certain Certificate of Amendment to the Certificate of Incorporation of the Company dated August 11, 2021, Mawson executed a 1-for-10 reverse stock split of its outstanding common stock and reduced its authorized common stock to 120,000,000 shares, as set forth in the Company’s Current Report on Form 8-K filed with the SEC on August 16, 2021. Unless otherwise specified, all Mawson share numbers in this Quarterly Report on Form 10-Q reflect post-reverse stock split numbers.
Forward-Looking Statement Notice
This Quarterly Report on Form 10-Q contains forward-looking statements about our expectations, beliefs or intentions regarding, among other things, our product development efforts, business, financial condition, results of operations, strategies or prospects. In addition, from time to time, our representatives have made or may make forward-looking statements, orally or in writing. Forward-looking statements can be identified by the use of forward-looking words such as “believe,” “expect,” “intend,” “plan,” “may,” “should” or “anticipate” or their negatives or other variations of these words or other comparable words or by the fact that these statements do not relate strictly to historical or current matters. These forward-looking statements may be included in, but are not limited to, various filings made by us with the SEC, press releases or oral statements made by or with the approval of one of our authorized executive officers. Forward-looking statements relate to anticipated or expected events, activities, trends or results as of the date they are made. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties that could cause our actual results to differ materially from any future results expressed or implied by the forward-looking statements. Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements, including, but not limited to, the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2021, and in Part II – Item 1A of this report.
This report identifies important factors which could cause our actual results to differ materially from those indicated by the forward-looking statements, particularly those set forth under Item 1A. “Risk Factors” as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021, and in Part II – Item 1A of this report.
Such risk factors are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
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Factors that could cause our actual results to differ materially from those expressed or implied in such forward-looking statements include, but are not limited to:
| ● | that we have incurred operating losses and may continue to do so for the foreseeable future; |
| ● |
our ability to raise additional capital (including by selling assets or raising equity or debt capital), under favorable terms or at all, and continue as a going concern;
| |
| ● | meet future liquidity requirements and comply with covenants in our indebtedness; | |
| ● |
attract and retain employees, officers and directors;
| |
| ● |
increase brand awareness;
| |
| ● |
upgrade and maintain effective business controls and information technology systems;
| |
| ● |
acquire and protect intellectual property;
| |
| ● |
anticipate the impact of, and respond to, new accounting standards;
| |
| ● |
anticipate the impact of US federal income tax laws, including the impact on deferred tax assets
| |
| ● | that we may never become profitable; | |
| ● | competition and technological challenges we may face; | |
| ● | the slowing or stopping of the development or acceptance of digital asset systems; | |
| ● | changes to the Bitcoin network’s protocols and software; | |
| ● | any decrease in the incentive for Bitcoin mining; | |
| ● | increases in Bitcoin network difficulty (which typically leads to lower Bitcoin rewards for the same effort); | |
| ● | growth challenges we may face; |
| ● | our ability to obtain and maintain adequate insurance; |
| ● | we may become subject to existing or future government regulations which increase the cost of doing business, or which cause us to cease some or all of our operations; |
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| ● | our exposure to fluctuations in the market value of digital assets, in particular Bitcoin, and the relative attractiveness of those digital assets to investors, speculators, and users payment network services over other solutions; | |
| ● | our reliance on third party manufacturers for Miners and other infrastructure and hardware and the anticipated delivery dates of new miners; | |
| ● | counter-party and customer default risks due to cryptocurrency market fluctuations and disruptions; | |
| ● | increased input costs, such as increased energy prices or hardware and infrastructure costs; | |
| ● | risks relating to supply chain disruptions due to the COVID-19 pandemic , shortages (computer chips), and geo-political tensions (e.g. China trade bans, war in Ukraine); |
| ● | climate and climate change risks, including direct risks from storms and floods, but also the implementation of policies which may lead to higher energy costs; |
| ● | political or economic crises motivating large-scale sales of digital assets; | |
| ● | regulatory risks, including local and global governments regulating, or even banning, Bitcoin or Bitcoin mining; | |
| ● | the impact of our business successes or failures on the value of our common stock; | |
| ● | the impact of future stock sales on our stock price; | |
| ● | the potential lack of liquidity, or volatility, of our common stock and warrants; | |
| ● |
the potential failure to maintain effective internal controls over financial reporting;
| |
| ● | the existence of anti-takeover provisions in our charter documents and Delaware law; | |
| ● | that we do not intend to pay dividends on our common stock; | |
| ● | competitive companies and technologies within our industry, and outside it (such as central bank digital currencies and quantum computing); and |
| ● | the potential inability to maintain compliance with Nasdaq Listing Rules |
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All forward-looking statements attributable to us or persons acting on our behalf speak only as of the date of this report and are expressly qualified in their entirety by the cautionary statements included in this report. Except as required by applicable law, we undertake no obligations to update or revise forward-looking statements to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events. In evaluating forward-looking statements, you should consider these risks and uncertainties.
Overview
Mawson is a ‘Digital Asset Infrastructure’ business, which owns and operates (through its subsidiaries) modular data centers (“MDCs”) in the United States and Australia. We are also developing technology to enable us to own and better operate MDCs.
Our primary business is the ownership and operation of Application-Specific Integrated Circuit (“ASIC”) computers known as Miners. We currently operate three sites, with two locations in USA, and a location in Australia, from which we operate our combined business. The Miners are predominately focused on the process of digital mining, specifically for Bitcoin.
In exchange for powering down our systems and curtailing the power we get from the grid in response to instances of high electricity demand, we receive net energy benefits. We also have a contract with our energy provider where we can sell back any power not used at the market rate. We have recognized a derivative asset on our balance sheet for the contract we have with our energy provider, which has been measured at fair value with any changes in fair value recognized in our statement of operations.
We offer ‘hosting’ or ‘co-location’ facilities to other businesses in the digital asset infrastructure industry to have their Miners located within our MDCs. These businesses pay us a fee for the use of our facilities and related services (often based on power consumption).
We also sell new and used crypto currency mining, and MDC equipment on a periodic basis, subject to prevailing market conditions and our surplus production capacity.
As of September 30, 2022
| Existing Operations Online | Order and Purchase Agreements | Cumulative Fleet Fully Deployed | ||||||||||
| Total miners online | 26,360 | - | 26,360 | |||||||||
| Total miners in Transit | - | - | - | |||||||||
| Total miners on order | - | - | - | |||||||||
| Total miners in storage | 6,990 | - | 6,990 | |||||||||
| Total miners | 33,350 | - | 33,350 | |||||||||
We continue to conduct research and development in relation to our MDCs which we are actively testing in several configurations and locations to determine the best configuration for both ASIC and alternate computing uses.
Prior LO2A Business
On March 9, 2021, the Company acquired the shares of Mawson AU in a stock for stock exchange (the “Cosmos Transaction”).
Prior to the Cosmos Transaction our main business undertaking was as a clinical-stage biopharmaceutical company focused on the treatment of ophthalmic disorders, including dry eye syndrome (our “LO2A business”). However, as part of the Cosmos Transaction, substantially all of the economic benefits of any successful monetization of our LO2A business, if any, will benefit only the holders of the CVRs. Accordingly, we assessed that the fair value of this asset at the acquisition date was $0. The asset was therefore assessed as impaired and the prior carrying amount of $23.96 million has been fully expensed in the consolidated statements of operations for the year ended December 31, 2021.
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Recent Developments.
On September 8, 2022, we entered into a (i) Purchase and Sale Agreement with CleanSpark, and (ii) an Equipment Purchase and Sale Agreement. Pursuant of the Purchase Agreement, CleanSpark assumed from us a lease for approximately 16.35 acres of real property located in Sandersville, Washington County, Georgia, and all personal property situated on the Property. This transaction closed on October 8, 2022, CleanSpark paid the following consideration to the Company pursuant to the Purchase Agreement: (i) $13.50 million in cash; (ii) 1,590,175 shares of common stock, par value $0.001 per share of CleanSpark (valued at $4.8 million October 7, 2022), and (iii) $6.5 million in Seller financing in the form of promissory notes. Pursuant to the Equipment Purchase Agreement, CleanSpark purchased from the Company, 6,468 (which number was later reduced to 6,349) application-specific integrated circuit miners, this transaction closed on October 8, 2022 for $9.48 million in cash (which was later reduced to $9.02 million upon reduction in the number of miners). There is also additional potential consideration payable pursuant to the Purchase and Sale Agreement of; (i) up to 1,100,890 shares of CleanSpark Common Stock dependent the number of modular data centers on the Property occupied by the Company being emptied and made available for use by CleanSpark, and (ii) $2 million in a Seller-financed earn-out if CleanSpark is able to utilize at least an additional 150 MW of power on the property by the six month anniversary of the Closing Date.
COVID-19.
The COVID-19 global pandemic has been unpredictable and unprecedented and continues to result in national and global economic disruption, which may adversely affect our business. The Company relies on equipment supplied by third parties which, like many manufacturing businesses globally, are at risk of supply chain issues. We currently do not expect any material impact on our long-term development, operations, or liquidity due to the COVID-19 pandemic. However, we continue to actively monitor the situation and the possible effects on our financial condition, liquidity, operations, suppliers, and industry.
Regulation of Digital Assets
Digital assets and cryptocurrencies have been the source of much regulatory consternation, resulting in differing definitional outcomes without a single unifying statement. We do not believe our mining activities require registration to conduct such activities and accumulate digital assets. Nevertheless, it is likely that regulation in the digital asset industry will increase.
On August 22, 2022, the Australian Government announced that it planned to start consultation with stakeholders on a framework for industry and regulators, which allowed consumers to participate in the market while also better protecting them. The first step would be “token mapping” to help identify how crypto assets and related services should be regulated.
On September 16, 2022 the U.S. Government released a Fact Sheet which noted that the President of the United States of America has received 9 reports from various stakeholders across government, industry, academia and civil society in response to the Executive Order issued on March 9, 2022, which together creates a framework for action on cryptocurrencies, with the intention to promote innovation, but mitigate downside risks.
In the past it has also been noted that the SEC, the Commodity Futures Trading Commission (“CFTC”), Nasdaq or other governmental or quasi-governmental agency or organization (including similar authorities in other jurisdictions such as Australia) may conclude that our digital asset mining activities involve the offer or sale of “securities”, or ownership of “investment securities”, and we may face regulation under the Securities Act of 1933, as amended (the “Securities Act”) or the Investment Company Act of 1940. Such regulation or the inability to meet the requirements to continue operations, would have a material adverse effect on business, financial condition, results of operations and prospects of our business. Currently in Australia, Bitcoin itself is not considered a financial product nor are digital assets regarded as money or currency for the purpose of Australian law. The effect of any future regulatory change on digital assets or an entity dealing in or holding digital assets is impossible to predict, but such change could be substantial and adverse to our financial returns.
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Results of Operations – Three months Ended September 30, 2022 compared to the three months ended September 30, 2021
| For the three months ended September 30, | ||||||||
| 2022 | 2021 | |||||||
| Revenues: | ||||||||
| Cryptocurrency mining revenue | 5,913,031 | 10,151,579 | ||||||
| Hosting Co Location revenue | 5,726,064 | 796,207 | ||||||
| Sale of equipment | 10,388,223 | - | ||||||
Power curtailment revenue | 6,301,108 | - | ||||||
| Total revenues | 28,328,426 | 10,947,786 | ||||||
| Less: Cost of revenues (excluding depreciation) | 18,183,524 | 2,499,837 | ||||||
| Gross profit | 10,144,902 | 8,447,949 | ||||||
| Selling, general and administrative | 5,001,553 | 5,147,183 | ||||||
| Share based payments | 797,830 | 1,425,000 | ||||||
| Depreciation and amortization | 16,252,106 | 4,129,862 | ||||||
| Total operating expenses | 22,051,489 | 10,702,045 | ||||||
| Change in fair value of derivative asset | 3,669,547 | - | ||||||
| Loss from operations | (8,237,040 | ) | (2,254,096 | ) | ||||
| Non-operating income/(expense): | ||||||||
| Loss on foreign currency transactions | (7,320,412 | ) | (360,187 | ) | ||||
| Interest expense | (1,559,104 | ) | (362,900 | ) | ||||
| Loss on re-classification to assets held for sale | (4,195,046 | ) | - | |||||
| Other income | 59,819 | 32,431 | ||||||
| Share of net loss of associates accounted for using the equity method | - | (153,123 | ) | |||||
| Loss before income taxes | (21,251,783 | ) | (3,097,875 | ) | ||||
| Income tax expense | - | - | ||||||
| Net Loss | (21,251,783 | ) | (3,097,875 | ) | ||||
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Revenues
Cryptocurrency mining revenues from production for the three months ended September 30, 2022 and 2021 were $5.91 million and $10.15 million respectively. This represented a decrease of $4.24 million or 42%. The decrease in mining revenue for the three months ended September 30, 2022, from the three months ended September 30, 2021,was primarily attributable to the decrease in average price of Bitcoin, in the 2022 period the average price was $21,293 whereas in the 2021 period the average price was $41,877. This decrease is offset by an increase in the Bitcoin produced, in total 282.99 were produced in 2022 compared with 251.52 in the 2021 period, or an increase of 12.5% of Bitcoin produced over the respective periods.
Hosting co-location revenue for the three months ended September 30, 2022 and 2021 were $5.73 million and $0.80 million respectively. This increase is due to an increase in the number of co-location customers that we hosted during the period ended in September 2022.
Sales of crypto currency mining equipment for the three months ended September 30, 2022 and 2021, were $10.39 million and $0, respectively.
Net energy benefits for the three months ended September 30, 2022 and 2021, were $6.30 million and $0 respectively. This increase is due to there being no income from energy contracts in the 2021 period because we did not offer this service at that time.
Given the subsequent sale transaction of property and assets located in Sandersville Georgia, future revenue and expenses may be affected.
Operating Cost and Expenses
Our operating costs and expenses include cost of revenues; selling, general and administrative expenses; share based payments; and depreciation and amortization.
Cost of revenues.
Our cost of revenue consists primarily of: direct power costs related to cryptocurrency mining, and cost of mining equipment sold.
Cost of revenues for the three months ended September 30, 2022 and 2021 were $18.18 million and $2.50 million, respectively. The increase in cost of revenue was primarily attributable to: an increase in power costs, and increased deployment of cryptocurrency mining hardware. Included in our cost of revenues is any costs associated with offsetting carbon emissions.
Given the subsequent sale transaction of property and assets located in Sandersville Georgia, future revenue and expenses may be affected.
Selling, general and administrative.
Our selling, general and administrative expenses consist primarily of professional and management fees relating to: accounting, payroll, audit, and legal; equipment repairs; marketing; consultant fees and general office expenses.
Selling, general and administrative expenses for the three months ended September 30, 2022 and 2021 were $5.0 million and $5.15 million respectively. Selling, general and administrative expenses overall remained static, but there were a number of expenses movements which were offset with one another. Payroll expenses increased by $1.5 million due to an increase in employee numbers; property tax expense decrease by $1.20 million, equipment repair costs increased by $0.46 million; freight costs decreased by $0.79 million, and research and development costs decreased by $0.57 million.
Given the subsequent sale transaction of property and assets located in Sandersville Georgia, future revenue and expenses may be affected.
Share based payments.
Share based payments expenses for the three months ended September 30, 2022 and 2021 were $0.80 million and $1.43 million respectively. In the three months ended September 30, 2022, share based payments were largely attributable to costs recognized for warrants issued to Celsius Mining LLC amounting to $0.50 million and $0.3 million in relation to long-term incentives for the Company’s leadership team.
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Depreciation and amortization.
Depreciation consists primarily of depreciation of cryptocurrency mining hardware and MDC equipment.
Depreciation and amortization for the three months ended September 30, 2022 and 2021 were $16.25 million and $4.13 million, respectively. The increase is primarily attributable to new machines and MDCs which were procured and have come into the ownership of the Company and the application of the diminishing value method, resulting in a higher depreciation expense in the initial months of mining equipment operation.
Given the subsequent sale transaction of property and assets located in Sandersville Georgia, future depreciation and amortization expenses may be affected.
Change in fair value of derivative asset
During the three months ended September 30, 2022, there was a change in the fair value of the derivative asset by $3.67 million in relation to our Power Supply Agreement with Energy Harbor LLC.
Non-operating expense
Non-operating expenses consist primarily of interest expense, loss on classification of assets held for sale and losses on foreign currency transactions.
Interest expense for the three months ended September 30, 2022 and 2021 were $1.56 million and $0.36 million, respectively. This was an increase of $1.2 million which was attributable to the interest costs charged on the loans taken out with Celsius Mining LLC, W Capital Advisors Pty Ltd and the Secured Convertible Promissory Notes issued in July of 2022.
During the three months ended September 30, 2022, the realized and unrealized loss on foreign currency transactions was $7.32 million, and for the three months ended September 30, 2021 there was a loss of $0.36 million.
There was a loss on re-classification to assets held for sale of $4.20 million recognized in relation to the sale of the miners to CleanSpark in the three month period ending September 30, 2022.
Net loss available to Common Shareholders
As a result of the foregoing, the Company recognized a net loss of $21.86 million for the three months ended September 30, 2022, compared to a net loss of $2.50 million for the three months ended September 30, 2021.
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Results of Operations – Nine months Ended September 30, 2022 compared to the nine months ended September 30, 2021
| For the nine months ended September 30, | ||||||||
| 2022 | 2021 | |||||||
| Revenues: | ||||||||
| Cryptocurrency mining revenue | 40,909,399 | 21,029,492 | ||||||
| Hosting Co Location revenue | 9,842,924 | 1,020,424 | ||||||
| Sale of equipment | 10,479,768 | 2,157,651 | ||||||
Net energy benefits | 6,301,108 | - | ||||||
| Total revenues | 67,533,199 | 24,207,567 | ||||||
| Less: Cost of revenues (excluding depreciation) | 40,954,957 | 6,218,145 | ||||||
| Gross profit | 26,578,242 | 17,989,422 | ||||||
| Selling, general and administrative | 20,882,237 | 10,256,952 | ||||||
| LO2A write backs | - | 23,963,050 | ||||||
| Share based payments | 2,124,674 | 21,779,898 | ||||||
| Depreciation and amortization | 46,061,673 | 7,977,800 | ||||||
| Total operating expenses | 69,068,584 | 63,977,700 | ||||||
| Change in fair value of derivative asset | 21,383,904 | - | ||||||
| Loss from operations | (21,106,438 | ) | (45,988,278 | ) | ||||
| Non-operating income/(expense): | ||||||||
| Gain / (loss) on foreign currency transactions | (6,362,594 | ) | (1,082,649 | ) | ||||
| Interest expense | (4,360,817 | ) | (1,077,599 | ) | ||||
| Impairment of financial assets | (1,134,547 | ) | - | |||||
| Loss on re-classification to assets held for sale | (4,195,046 | ) | - | |||||
| Other income | 1,931,952 | 502,673 | ||||||
| Share of net loss of associates accounted for using the equity method | - | (277,817 | ) | |||||
| Loss before income taxes | (35,227,490 | ) | (47,923,670 | ) | ||||
| Income tax expense | - | - | ||||||
| Net Loss | (35,227,490 | ) | (47,923,670 | ) | ||||
Revenues
Cryptocurrency mining revenues from production for the nine months ended September 30, 2022 and 2021 were $40.91 million and $21.02 million respectively. This represented an increase of $19.88 million or 95% for the nine months ended September 30, 2022, over the nine months ended September 30, 2021. The increase in mining revenue was primarily attributable to an increase in the total Bitcoin produced. Bitcoin produced totaled 1,231.26 in the nine months ended September 30, 2022 compared with 501.74 in the nine months ended September 30, 2021, or an increase of 145% of Bitcoin produced over the respective periods. This increase was offset by the decrease in the average price of Bitcoin. During the 2022 period the average Bitcoin price was $31,620 whereas during the 2021 period the average price was $45,521.
Hosting co-location revenue for the nine months ended September 30, 2022 and 2021 were $9.84 million and $1.02 respectively. This increase is due to an increase in the number of co-location customers that we hosted during the period ended in September 2022.
Sales of equipment for the nine months ended September 30, 2022, were $10.48 million and $2.16 million respectively.
Net energy benefits for the nine months ended September 30, 2022, were $6.30 million and $0, respectively. This increase is due to there being no income from energy contracts in the prior period because we did not offer this service at that time.
Given the subsequent sale transaction of property and assets located in Sandersville Georgia, future revenue and expenses may be affected.
Operating Cost and Expenses
Our operating costs and expenses include cost of revenues; selling, general and administrative expenses; share based payments; and depreciation and amortization.
Cost of revenues.
Our cost of revenue consists primarily of: direct power costs related to cryptocurrency mining, and cost of mining equipment sold.
Cost of revenues for the nine months ended September 30, 2022 and 2021 were $40.95 million and $6.22 million, respectively. The increase in cost of revenue was primarily attributable to: an increase in power costs, increase in the deployed operations of cryptocurrency mining hardware. Included in our cost of revenues is any costs associated with offsetting carbon emissions.
Given the subsequent sale transaction of property and assets located in Sandersville Georgia, future revenue and expenses may be affected.
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Selling, general and administrative
Our selling, general and administrative expenses consist primarily of professional and management fees relating to: accounting, payroll, audit, and legal; equipment repairs; marketing; consultant fees and general office expenses.
Selling, general and administrative expenses for the nine months ended September 30, 2022 and 2021 were $20.88 million and $10.26 million respectively. The increase in selling, general and administrative expenses were attributable to a number of factors; payroll expenses increased by $5.40 million due to an increase in employee numbers during the period; equipment repair costs increased by $2.36 million; marketing costs increased by $1.06 million and operating lease expense increased by $1.24 million due to the new lease agreements entered into during the period.
Given the subsequent sale transaction of property and assets located in Sandersville Georgia, future revenue and expenses may be affected.
Share based payments
Share based payments expenses for the nine months ended September 30, 2022 and 2021 were $2.12 million and $21.78 million respectively. In the nine months ended September 30, 2022, share based payments were largely attributable to costs recognized for warrants issued to Celsius Mining LLC amounting to $1.17 million and $0.87 million in relation to long-term incentives for the Company’s leadership team. The prior period contained a $5.53 million fair value modification to warrants issued, another $6.18 million warrants were issued, and $8.58 million share-based payments were made under an Incentive Compensation Program in relation to the Bid Implementation Agreement.
Depreciation and amortization
Depreciation consists primarily of depreciation of cryptocurrency mining hardware and MDC equipment.
Depreciation and amortization for the nine months ended September 30, 2022 and 2021 were $46.06 million and $7.98 million, respectively. The increase is primarily attributable to new machines and MDCs which were procured and have come into the ownership of the Company and the application of the diminishing value method, resulting in a higher depreciation expense in the initial months of mining equipment operation.
Given the subsequent sale transaction of property and assets located in Sandersville Georgia, future depreciation and amortization expenses may be affected.
Change in fair value of derivative asset
During the nine months ended September 30, 2022, there was a change in the fair value of the derivative asset of $21.38 million recognized in relation to our Power Supply Agreement with Energy Harbor LLC.
Non-operating expense
Non-operating expenses consist primarily of interest expense, impairment of financial assets, loss on classification of assets held for sale and losses on foreign currency transactions.
Interest expense for the nine months ended September 30, 2022 and 2021 were $4.36 million and $1.08 million, respectively. This was an increase of $3.28 million which was attributable to the interest costs charged on the loans taken out with Celsius Mining LLC, W Capital Advisors Pty Ltd and the Secured Convertible Promissory Notes issued in July of 2022.
There was an impairment of financial assets in relation to the equity accounted investment Cosmos Asset Management Pty Ltd of $1.11 million during the nine months to September 30, 2022.
There was a loss on re-classification to assets held for sale of $4.20 million recognized in relation to the sale of the miners to CleanSpark in the nine month period ending September 30, 2022.
During the nine months ended September 30, 2022, the realized and unrealized loss on foreign currency transactions was $6.36 million, and for the nine months ended September 30, 2021 there was a loss of $1.08 million.
Non-operating income
During the nine months ended September 30, 2022, there was other income recognized which mainly consisted of the sale of our intellectual property of $1.12 million and $0.59 million for curtailment income.
Net loss available to Common Shareholders
As a result of the foregoing, the Company recognized a net loss of $34.32 million for the nine months ended September 30, 2022, compared to a net loss of $47.26 million for the nine months ended September 30, 2021.
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Liquidity and Capital Resources
General
Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures. For the nine month period ended September 30, 2022, we financed our operations primarily through:
| 1. | Net cash provided by operating activities of $25.14 million; | |
| 2. | On October 15, 2021, an expansion of the Equipment Finance and Security Agreement was entered into with Foundry Digital LLC (“Foundry”) to purchase an additional 2000 Whatsminers M30’s delivered in October 2021. In total $13,185,062 was borrowed from Foundry, of which $1.42 is owed at September 30, 2022. The amount was paid in full on October 17 2022; | |
| 3. | On December 9, 2021, MIG No.1 Pty Ltd entered into a Secured Loan Facility Agreement with Marshall Investments MIG Pty Ltd (“Marshall”) with a total loan facility of AUD$20 million (USD$12.98 million). Principal repayments will begin in January 2023. On November 11, 2022 $3 million of this loan was repaid, this has been disclosed in NOTE 14 Subsequent events. | |
| 4. | On February 23, 2022, Luna Squares LLC entered into the Co-Location Agreement with Celsius Mining LLC, in connection with this agreement, Celsius Mining loaned Luna Squares LLC a principal amount of US$20,000,000, for the purpose of funding the infrastructure required to meet part of the obligations of the Co-Location Agreement. The Secured Promissory Note evidencing this loan accrues interest daily at rate of 12% per annum. Luna Squares LLC is required to amortize the loan at a rate of 15% per quarter, with principal repayments starting in the third quarter following the closing. This Secured Promissory Note has a maturity date of August 23, 2023. The outstanding balance as at September 30, 2022 is $17.59 million. | |
| 5. | On July 8, 2022, the Company issued secured convertible promissory notes to investors in the aggregate principal amount of $3,600,000 in exchange for an aggregate of $3,600,000. The Secured Convertible Promissory Notes are convertible at the option of the holder at a price of $0.85 per share of our common stock. The Secured Convertible Promissory Notes bear interest of twenty percent (20%) per annum. One-half of the interest that accrues each month on the Secured Convertible Promissory Notes must be paid monthly. All unpaid principal, together with any then unpaid and accrued interest and other amounts payable under the Secured Convertible Promissory Notes, is due and payable if not converted pursuant to the terms and conditions of the Secured Convertible Promissory Note on the earlier of (i) one year after its issuance, or (ii) following an event of default. | |
| 6. | On September 2, 2022, Mawson Infrastructure Group Pty Ltd entered into a Secured Loan Facility Agreement with W Capital Advisors Pty Ltd with a total loan facility of AUD$3 million (USD$1.9 million). This was amended on September 29, 2022 and the loan facility was increased to AUD$8 million (USD$5.2 million). As at September 30, 2022, AUD$7.4 million (USD$4.80 million) has been drawn down from this facility. The Secured Loan Facility accrues interest daily at rate of 12% per annum and is paid monthly. Principal repayments due March 2023. On October 14, 2022 AUD$5 million (USD $3.2 million) of this loan was repaid. |
During the nine months ending September 30, 2022 we repaid $12.69 million of principal payments against the historical facilities provided by Foundry and Celsius.
We believe our working capital requirements will continue to be funded through a combination of the cash we expect to generate from future operations, our existing funds, external debt facilities available to us and further issuances of shares. These are expected to be adequate to fund our operations over the next twelve months. In addition, the Company has access to equity financing through the ATM offering facility entered in May 2022. For our business to grow it is expected we will continue investing in mining equipment, but we are likely to require additional capital in either the short-term or long-term.
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Working Capital and Cash Flows
As of September 30, 2022, and December 31, 2021, we had cash and cash equivalents balance of $1.18 million and $5.47 million, respectively.
As of September 30, 2022, and December 31, 2021, our trade receivables balance was $11.79 million and $5.61 million, respectively.
As of September 30, 2022, we had $31.39 million of outstanding short-term borrowings, and as of December 31, 2021, we had $11.10 million of short-term borrowings. The short-term borrowings as of September 30, 2022, relate to the acquisition of cryptocurrency mining equipment under the Foundry agreements, and also to the secured loan facilities with Celsius Mining LLC, W Capital Advisors Pty Ltd, the secured convertible promissory notes issued to investors and Marshall Investments MIG Pty Ltd. As of September 30, 2022, and as of December 31, 2021, we had $9.11 million and $7.64 million, respectively, of outstanding long-term borrowings. The long-term borrowings as of September 30, 2022, relate to the secured loan facility with Marshall Investments MIG Pty Ltd.
As of September 30, 2022, we had negative working capital of $24.69 million and as at December 31, 2021, we had negative working capital of $8.63 million. The decrease in working capital was primarily attributable to an increase in the Company’s short term and long-term borrowings during 2022, as compared to 2021.
The following table presents the major components of net cash flows (used in) provided by operating, investing and financing activities for the nine months ending September 30, 2022 and 2021:
| Nine Months Ended September 30, | ||||||||
| 2022 | 2021 | |||||||
| Net cash provided by operating activities | $ | 25,141,208 | $ | 8,337,277 | ||||
| Net cash used in investing activities | $ | (55,466,574 | ) | $ | (62,261,396 | ) | ||
| Net cash provided by financing activities | $ | 26,240,336 | $ | 86,026,426 | ||||
For the nine months ended 30, 2022, net cash provided by operating activities was $25,141,208 and for the nine months ended September 30, 2021, net cash provided by operating activities was $8,337,277. The increase in net cash provided by operating activities was primarily attributable to timing differences in trade and other receivables and trade and other payables.
For the nine months ended September 30, 2022 and 2021, net cash used in investing activities was $55,466,574 and $62,261,396, respectively. The net cash used in investing activities during September 30, 2022 was primarily attributable the acquisition of cryptocurrency mining equipment.
For the nine months ended September 30, 2022 and 2021, net cash provided by financing activities was $26,240,336 and $86,026,426, respectively. The cash provided by financing activities during September 30, 2022 was primarily attributable to proceeds from borrowings.
Financial condition
As at September 30, 2022 and December 31, 2021, we had net current liabilities of $24.69 million and $8.63 million respectively. As at September 30, 2022 and December 31, 2021, we had net assets of $92.77 million and $176.01 million respectively. As at September 30, 2022 we had an accumulated deficit of $103.81 million compared to $71.12 million as at December 31, 2021. Our cash position at September 30, 2022, was $1.18 million in comparison to $5.47 million at December 31, 2022. For the nine month period ending September 30, 2022 and September 30, 2021 the Company incurred a loss after tax of $34.32 million and a loss after tax of $47.26 million respectively.
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Our primary requirements for liquidity and capital are working capital, capital expenditures, public company costs and general corporate needs. We expect these needs to continue as we further develop and grow our business. Our principal sources of liquidity have been and are expected to be our cash and cash equivalents, external debt facilities available to us and further issuances of shares. In addition, Mawson has an active At The Market (ATM) available for sale of shares of Common Stock having an aggregate offering price of up to $100.0 million. These are expected to be adequate to fund our operations over the next twelve months.
In the event that we require additional capital to respond to competitive pressure, market dynamics, new technologies, customer demands, business opportunities, challenges, acquisitions or unforeseen circumstances in either the short-term or long-term, we may determine to engage in equity or debt financings or enter into credit facilities for other reasons. If we are unable to obtain adequate financing on terms satisfactory to us when we require it, our ability to continue to grow or support our business model and to respond to business challenges could be significantly limited. In particular, the widespread COVID-19 pandemic, including rising inflation and interest rates, and the conflict between Russia and Ukraine have resulted in, and may continue to result in, significant disruption and volatility in the global financial markets, reducing our ability to access capital. If we are unable to raise additional funds when or on the terms desired, our business, financial condition and results of operations could be adversely affected.
In relation to the Purchase and Sale Agreement and the Equipment Purchase and Sale Agreement with CleanSpark, the Company received in total $22.52 million in cash and 1,590,175 shares of common stock, par value $0.001 per share of CleanSpark during October 2022, and is due to receive $6.5 million in Seller financing in the form of promissory notes during December 2022, improving our overall working capital, liquidity and net asset position.
Non-GAAP Financial Measures
The Company utilizes a number of different financial measures, both GAAP and non-GAAP, in analyzing and assessing its overall business performance, for making operating decisions and for forecasting and planning future periods. The Company considers the use of non-GAAP financial measures helpful in assessing its current financial performance, ongoing operations and prospects for the future. While the Company uses non-GAAP financial measures as a tool to enhance its understanding of certain aspects of its financial performance, the Company does not consider these measures to be a substitute for, or superior to, the information provided by GAAP financial measures. Consistent with this approach, the Company believes that disclosing non-GAAP financial measures to the readers of its financial information provides such readers with useful supplemental data that, while not a substitute for GAAP financial measures, allows for greater transparency in the review of its financial and operational performance. Investors are cautioned that there are inherent limitations associated with the use non-GAAP financial measures as an analytical tool. In particular, non-GAAP financial measures are not based on a comprehensive set of accounting rules or principles and many of the adjustments to the GAAP financial measures reflect the exclusion of items that are recurring and will be reflected in the company’s financial results for the foreseeable future. In addition, other companies, including other companies in the Company’s industry, may calculate non-GAAP financial measures differently than the Company does, limiting their usefulness as a comparative tool.
The Company is providing supplemental financial measures for (i) non-GAAP adjusted earnings before interest, taxes, depreciation and amortization, or (“adjusted EBITDA”) that excludes the impact of interest, taxes, depreciation, amortization, share-based compensation expense, LO2A write-back, unrealized gains/losses on share of associates, and certain non-recurring expenses. We believe that adjusted EBITDA is useful to investors in comparing our performance across reporting periods on a consistent basis.
| For the three months ended September 30, | For the nine months ended September 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Reconciliation of non-GAAP adjusted EBITDA: | ||||||||||||||||
| Net loss: | (21,251,783 | ) | (3,097,875 | ) | (35,227,490 | ) | (47,923,670 | ) | ||||||||
| Impairment of financial assets | - | - | 1,134,547 | - | ||||||||||||
| Depreciation and amortization | 16,252,106 | 4,129,862 | 46,061,673 | 7,977,800 | ||||||||||||
| Share based payments | 797,830 | 1,425,000 | 2,124,674 | 21,779,898 | ||||||||||||
| Unrealized and realized losses/(gain) | 7,320,412 | 360,187 | 6,362,594 | 1,082,649 | ||||||||||||
| Other non-operating revenue | (59,819 | ) | (32,431 | ) | (1,931,952 | ) | (502,673 | ) | ||||||||
| Other non-operating expenses | 1,559,104 | 362,900 | 4,360,817 | 1,355,416 | ||||||||||||
| LO2A write-back | - | - | - | 23,963,050 | ||||||||||||
| Tax | - | - | - | - | ||||||||||||
| Loss on classification of assets held for sale | 4,195,046 | - | 4,195,046 | - | ||||||||||||
| EBITDA (non-GAAP) | 8,812,896 | 3,147,643 | 27,079,909 | 7,732,470 | ||||||||||||
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Critical accounting estimates
The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and accompanying notes. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of income and expenses during the reporting periods. Actual results could differ from those estimates. The Company has considered the following to be significant estimates made by management, including but not limited to:
Going concern assumption- Management assumes that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. Please see NOTE 1-GENERAL to the consolidated condensed financial statements in Item 1 of PART I of this Quarterly Report on Form 10-Q for more information about this assumption.
Long-lived assets- Management reviews long-lived assets for impairment whenever events or changes in circumstances have occurred that may affect the recoverability or the estimated useful lives of long-lived assets. Long-lived assets include property and equipment and operating lease right-of-use assets. A long-lived asset may be impaired when the estimated future undiscounted cash flows are less than the carrying amount of the asset. If that comparison indicates that the asset’s carrying value may not be recoverable, the impairment is measured based on the difference between the carrying amount and the estimated fair value of the asset.
Stock based compensation- Management used Black-Scholes to evaluate our awards and will continue to use judgment in evaluating the assumptions related to our stock-based compensation on a prospective basis.
Item 3. Quantitative and Qualitative Disclosures about Market Risks
As a smaller reporting company, the Company has elected not to provide the disclosure required by this item.
Item 4. Controls and Procedures
Evaluation of disclosure controls and procedures
Our management, with the participation of our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a- 15(e)) and 15d- 15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Annual Report. Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of September 30, 2022, due to the material weaknesses in our internal control over financial reporting described below. Management’s assessment of the effectiveness of our disclosure controls and procedures is expressed at a level of reasonable assurance because management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
Significant Reliance on Key Individuals. There is inadequate segregation of duties in place related to our financial reporting and other management review and oversight procedures due to the lack of sufficient accounting personnel. This is not inconsistent with similar small fast-growing organizations. This gives rise to the risk of lack of ability to react in a timely manner to operations issues and meet increased US GAAP/PCAOB/SOX/SEC registrant requirements. In addition, this poses the risk that compliance and other reporting obligations are not dealt with in an adequate manner.
Controls over the financial statement close and reporting process. Controls were not adequately designed or implemented in the financial statement close and reporting process. This includes controls related to complex and judgmental accounting transactions including business acquisitions and divestures, derivatives, manual journal entries, account reconciliations and financial statement disclosures.
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Information and Technology Controls. There are control deficiencies related to information technology (“IT”) general controls that aggregate into a material weakness. The inadequate design of these IT general and application controls prevent the system from providing complete and accurate information consistent with financial reporting objectives. Deficiencies identified include lack of controls over access to programs and data, program changes, program development, program changes and general IT controls.
Data from third parties. The Company did not properly design or implement controls to ensure that data received from third parties is complete and accurate. Such data is relied on by the Company in determining amounts pertaining to mining and hosting revenue, net energy benefits, and cryptocurrency assets.
Fixed asset verification. The Company did not properly execute its designed controls around physical asset verification at US mining sites. Together with system limitations, restricting tracking of fixed asset movements, there is a risk around the existence of fixed assets. The root cause is the lack of sufficient capable personnel to perform physical asset inspections, combined with system limitations.
Notwithstanding the identified material weaknesses and management’s assessment that our internal control over financial reporting was not effective as of September 30, 2022, management believes that the consolidated financial statements included in this quarterly Report on Form 10-Q fairly present, in all material respects, our financial condition, results of operations and cash flows as of and for the periods presented in accordance with generally accepted accounting principles. We rely on the assistance of outside advisors with expertise in these matters in preparing the financial statements.
Remediation
Our Board of Directors and management take internal control over financial reporting and the integrity of our financial statements seriously. Our management continues to work to improve its controls related to our material weaknesses. With the oversight of senior management and our audit committee, we continue to remediate the underlying causes of the identified material weaknesses, primarily through the performance of a risk assessment process; the development and implementation of formal, documented policies and procedures, improved processes and control activities (including an assessment of the segregation of duties); as well as the hiring of additional finance personnel for specific roles such as financial reporting. During the nine months to September 30, 2022, we made the following changes to our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting:
| ● | We have performed a risk assessment and designed controls for all significant business processes. We have continued implementation of entity level and process level controls with respect to the preparation and review of our consolidated financial statements as well as transactional level controls over all significant business processes and IT. We have developed process level controls relating to the review of manually prepared analyses and supporting information used to prepare our consolidated financial statements. We are in the process of implementing and validating these controls. At this time, we cannot state whether these controls will prove to be effective. Using criteria set forth by Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control, we have developed a plan to assess the effectiveness of the internal control structure and procedures as at the end of the fiscal year. |
The material weaknesses in our internal control over financial reporting will not be considered remediated until other information technology general controls and process-level controls operate for a sufficient period of time and can be tested and concluded by management to be designed and operating effectively. We cannot provide any assurance that these remediation efforts will be successful or that our internal control over financial reporting will be effective as a result of these efforts. In addition, we continue to evaluate and work to improve our internal control over financial reporting related to the identified material weaknesses, management may determine to take additional measures to address control deficiencies or determine to modify the remediation plan described above.
Changes in internal control over financial reporting
Except for the remedial measures described above, there have been no other changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) that occurred during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We are currently not, and have not been in the recent past, a party to any legal proceedings which may have or have had in the recent past significant effects on our financial position or profitability. However, we have been in the past, and may be from time to time in the future, named as a defendant in certain routine litigation incidental to our business.
Item 1A. Risk Factors
The Company’s risk factors were disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2021. In addition, the Company wishes to disclose the following risk factors.
Listing on The Nasdaq Capital Market (“Nasdaq”)
Although our common stock is currently listed on Nasdaq, we may not be able to continue to meet Nasdaq’s minimum listing requirements or those of any other national exchange. On August 31, 2022 we received written notice from Nasdaq that we were not in compliance with the minimum bid price requirements for continued listing. The Nasdaq Listing Rules allow a period of 180 calendar days, or until February 27, 2023 to regain compliance. We are actively monitoring the closing bid price of our shares, and are considering implementing available options to regain compliance with the minimum bid price requirements. On October 24, 2022 we received written notice from Nasdaq that we were not in compliance with Nasdaq’s audit committee requirements for continued listing due to the resignation of one of our directors. The Nasdaq Listing Rules provide a cure period in order to regain compliance as follows: (a) until the earlier of our next annual stockholders’ meeting or September 13, 2023; or (b) if our next annual stockholders’ meeting is held before March 13, 2023, then until March 13, 2023. We have begun the recruitment process to fill the vacancy on the audit committee to regain compliance with the audit committee requirements.
If we are unable to maintain listing on Nasdaq or if a liquid market for our common stock does not develop or is not sustained, our common stock may remain thinly traded. If, for any reason, Nasdaq should delist our securities from trading on its exchange and we are unable to obtain listing on another national securities exchange, a reduction in some or all of the following may occur, each of which could have a material adverse effect on our shareholders:
| ● | The liquidity of our common stock; |
| ● | The market price of our common stock; |
| ● | Our ability to obtain financing for the continuation of our operations; |
| ● | The number of investors that will consider investing in our common stock; |
| ● | The number of market makers in our common stock; |
| ● | The availability of information concerning the trading prices and volume of our common stock; and |
| ● | The number of broker-dealers willing to execute trades in our common stock. |
The Cryptocurrency Industry has recently experienced a downturn
As of September 30, 2022, the price of Bitcoin was down by over 50% from the beginning of the year and many businesses in this industry have been impacted by this downturn. The fall in the Bitcoin price directly affects our ability to generate revenue. Further, volatility in energy prices has meant that the major input cost to generate Bitcoin has increased. In July of 2022, Celsius Networks, LLC and Celsius Mining LLC, filed for Chapter 11 bankruptcy. Celsius Mining LLC is one of our significant hosting customers and its failure to pay (or pay timely) amounts it owes to us when due could have a material adverse effect on our financial situation.
Inflation in the global economy could negatively impact our business and results of operations.
General inflation in the United States and around the world has risen to levels not experienced in recent decades. General inflation, including rising prices for energy, metals, components, and other inputs as well as rising wages negatively impact our business by increasing our operating costs. As a result of inflation, we have experienced and may continue to experience, cost increases. Although we may take measures to mitigate the impact of this inflation, if these measures are not effective, our business, financial condition, results of operations, and liquidity could be materially adversely affected. Even if such measures are effective, there could be a difference between the timing of when these beneficial actions impact our results of operations and when the cost of inflation is incurred.
Our business could be harmed by prolonged internet outages.
Our operations require a significant amount of electrical power and access to high-speed internet to be successful. If we are unable to secure sufficient electrical power, or if we lose, internet access for a prolonged period, we may be required to reduce our operations or cease them altogether. If this occurs, our business and results of operations may be materially and adversely affected.
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Increased Interest Rates
Central banks around the world (including the US Federal Reserves, and the Reserve Bank of Australia) have been increasing their interest rates. While our current borrowings are at fixed rates of interest, any future borrowings or refinancing may be at higher interest rates than the rates that we have obtained in the past.
Network difficulty
The Bitcoin network hash rate and the network difficulty have in recent times both been at all-time highs. An increase in the network difficulty means that for the same amount of effort, a Bitcoin miner will receive less reward. If the network difficulty continues to increase, the amount of Bitcoin we can produce with the equipment that we have at any given point in time, will decrease.
We are subject to risks associated with our need for significant electrical power.
Our operations have required significant amounts of electrical power, and, as we continue to expand our mining fleet, we anticipate our demand for electrical power will continue to grow. If we are unable to continue to obtain sufficient electrical power on a cost-effective basis, we may not realize the anticipated benefits of our significant capital investments. If power prices increase or decrease materially this will likely materially impact whether we can generate Bitcoin profitably, and how much net energy benefits we will be entitled to.
Additionally, our operations could be materially adversely affected by prolonged power outages. Therefore, we may have to reduce or cease our operations in the event of an extended power outage, or as a result of the unavailability or increased cost of electrical power. If this were to occur, our business and results of operations could be materially and adversely affected.
We may need to raise additional capital to continue our operations and execute our business strategy.
We expect that we may incur net losses for the foreseeable future. Accordingly, our ability to continue as a going concern and execute our business strategy depends on our ability to raise additional capital through equity, debt or structured financings, collaborations and strategic alliances or other similar types of arrangements.
Our capital needs have depended on, and will continue to depend on, many factors that are highly variable and difficult to predict, including:
| ● | the rate of growth we choose to pursue; |
| ● | the cost of energy; |
| ● | the cost of key supplies, materials and equipment; and |
| ● | the price of Bitcoin; |
At September 30, 2022, our cash and cash equivalents were approximately $1.18 million and our accumulated deficit was approximately $103. 81 million. We incurred a net loss of approximately $35.23 million for the nine month period ended September 30, 2022. We may never become profitable. Based on some of our current operating plan estimates, we have sufficient cash to satisfy our working capital needs and other liquidity requirements over the next 12 months from the date of issuance of the accompanying consolidated financial statements. We may need to raise additional capital or significantly curtail our planned operations to remain a going concern.
Additional capital may not be available to us, or even if it is, the cost of such capital may be high. We may be forced to obtain additional capital when our stock price or trading volume or both are low, or when the general market for cryptocurrency companies is weak. Raising capital under any of these or similar scenarios, if we can raise any at all, may lead to significant dilution to our existing stockholders.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
On November14, 2022 and with effect from November 18, 2022, the Company and Mr Nicholas Hughes-Jones entered into a departure deed. As a result of the departure deed, and due to the evolving needs of the Company and its business, the role of Chief Commercial Officer, a senior executive role with the Company, was eliminated or made redundant. The various ongoing responsibilities of that role will be shared amongst several other roles within the Company, and in some cases may be outsourced. Mr Nicholas Hughes-Jones has performed that role since joining the Company in October 2021. At the same time as the departure deed, an entity controlled by Mr Hughes-Jones has entered into a Transition Services Agreement under which Mr Hughes-Jones will provide market updates and strategic industry insights to the Board and the senior executive group of the Company, as well as assist with the handover of his current responsibilities. The Compensation Committee has determined that Mr Hughes-Jones is a ‘Good Leaver’ for the purposes of all the unvested restricted stock units that he holds (“RSUs”), and as such he will not forfeit any RSUs. As previously announced in October 2021, Mr Hughes-Jones is entitled to a termination payment valued at 3 months’ salary, being AUD162,500. The Transition Services Agreement is valued at AUD240,000 and for a term of at least 6 months, and the terms of this agreement are standard for agreements of this kind. Mr Hughes-Jones will not be eligible for a short-term incentive payment in 2022, despite him having properly performed his duties for the Company for most of the testing period (being calendar year 2022). In consideration of the various benefits being paid to Mr Hughes-Jones, he has provided a broad release to the Company.
The CEO and the Board is very grateful to Mr Hughes-Jones for his efforts and expertise during his tenure at the Company and wishes him all the best in his future endeavors.
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Item 6. Exhibits
| * | Filed herewith. |
| ** | Furnished herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Mawson Infrastructure Group Inc. | ||
| Date: November 14, 2022 | By: | /s/ James Manning |
| James Manning, Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Date: November 14, 2022 | By: | /s/ Ariel Sivikofsky |
| Principal Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
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EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
I, James Manning, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Mawson Infrastructure Group Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the unaudited condensed consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
|
MAWSON INFRASTRUCTURE GROUP INC. |
||
| Date: November 14, 2022 | By: | /s/ James Manning |
| James Manning | ||
|
Chief Executive Officer (Principal Executive Officer) |
||
EXHIBIT 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
I, Ariel Sivikofsky, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Mawson Infrastructure Group Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the unaudited condensed consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
|
MAWSON INFRASTRUCTURE GROUP INC. |
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| Date: November 14, 2022 | By: | /s/ Ariel Sivikofsky |
| Ariel Sivikofsky | ||
| Principal Financial Officer | ||
EXHIBIT 32
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Mawson Infrastructure Group Inc. (the “Company”) for the period ended September 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, James Manning, Chief Executive Officer of the Company, and Ariel Sivikofsky, Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, that:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
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MAWSON INFRASTRUCTURE GROUP INC. |
||
| Date: November 14, 2022 | By: | /s/ James Manning |
| James Manning | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
|
MAWSON INFRASTRUCTURE GROUP INC. |
||
| Date: November 14, 2022 | By: | /s/ Ariel Sivikofsky |
| Ariel Sivikofsky | ||
| Principal Financial Officer | ||
Exhibit 99.1
Mawson Infrastructure Group, Inc. Announces Financial Results for Third Quarter 2022
Q3 2022 revenue of $28.3 Million, up 160% vs Q3 2021
Q3 2022 gross profit of $10.1 Million, up 20% v Q3 2021
Q3 2022 non-GAAP EBITDA of $8.8 Million, up 203% v Q3 2021
Sale of Georgia Facility to CleanSpark Inc for ~$40 Million1
Atlanta, Georgia and Sydney Australia — November 14th, 2022 — Mawson Infrastructure Group, Inc. (NASDAQ:MIGI) (“Mawson”), a digital infrastructure provider, is pleased to announce business highlights and financial results for the third quarter of 2022.
James Manning, CEO of Mawson, said, "Q3 saw the Mawson team focus on the exit from our Georgia facility and the expansion of our Pennsylvania facilities, where we have both low costs of energy and large-scale expansion opportunities. The Georgia facility exit is expected to result in an unaudited $18 million profit on sale, to be recognized in the fourth quarter of 2022. Cash and stock proceeds of sale have been received from CleanSpark, Inc throughout October and November in line with previous guidance, placing Mawson in a strong position from a balance sheet perspective given the current economic environment. Further stock earn-outs and repayment of promissory notes (including interest payments) related to the transaction are expected to be paid over Q4 and into Q1. Our Energy Markets Program continues to perform strongly, generating $6.3 million in Q3, our self-mined Bitcoin operations produced $5.9 million in Q3, and our Hosting Co-location business generated $5.7 million over the period. We are pleased with how our diversified business has performed over Q3 and look forward to an exciting Q4 and 2023.”
Q3 2022 Financial and Business Highlights
| ● | Q3 2022 revenue of $28.3 Million, up 160% vs Q3 2021 |
| ● | Q3 2022 gross profit of $10.1 Million, up 20% v Q3 2021 |
| ● | Q3 2022 non-GAAP EBITDA of $8.8 Million, up 203% v Q3 2021 |
| ● | 282 Self-mined Bitcoin produced in Q3 2022 generating $5.9 million in revenue |
| ● | Mawson Energy Markets Program Generates $6.3 Million in revenue, up 1160% vs Q2, 2022 |
| ● | Hosting Co-location revenue of $5.7 Million, up 58% v Q2 2022 |
| ● | Sale of Georgia Facility to CleanSpark Inc (CLSK:NASDAQ) for approximately $40 Million1 |
| ● | 220 megawatt Pennsylvania Bitcoin Mining Facilities expansion continues, capable of operating at approximately 8.0 Exahash of Bitcoin Mining and Hosting Co-location by the end of 20232 |
Subsequent to Quarter End
| ● | Financial close of Georgia facility sale to CleanSpark Inc for approximately $40 Million1 |
| 1 | Mixture of cash and stock. Assumes maximum earn outs are achieved, no adjustments are made to the purchase price, the CleanSpark stock price as at October 7, 2022, and rounding. |
| 2 | Assumes all equipment deployed and 100% online, plus the construction of all contracted sites on time, actual results are likely to vary in a negative manner. Construction delays are common and it is rare for all equipment to be deployed and 100% online, however accurate historical downtime averages are difficult to calculate and also may not provide an accurate picture due to differences moving forward. Investors should consider all risk factors related to uptime when considering these figures, which are a best case scenario. The above information is for general information purposes only, and are forward looking statements which should not be relied upon as being necessarily indicative of future results. Mawson takes no responsibility for the accuracy of third party information, including websites. Please see our Risk Factors in our Annual Report on Form 10-K filed March 21, 2022, under the Sub-Heading Risks Relating to Our Business and Management for important risks related to our Self-Mining. |
2023 Strategic Focus
| ● | Expand Bitcoin Self-Mining and Hosting Co-location operations to 4.5 Exahash by Q1, 2023 and to our anticipated 8.0 Exahash by Q4, 2023. |
| ● | Continue the expansion of our 220 megawatt Pennsylvania facilities, where the company has low energy costs and large scale expansion opportunities. |
| ● | Continue with our Energy Markets Program, which generates revenue and reduces overall costs of production. |
| ● | Continue with our strong ESG focus across our business. |
| ● | Secure additional large-scale site(s) for long term digital infrastructure capacity. |
| ● | Explore opportunities to expand our digital infrastructure business. |
| ● | Develop strategic partnerships and relationships with customers and communities. |
| ● | Continue to explore further asset or development site sales to free up capital for deployment at our preferred sites / those sites which best meet Mawson's investment criteria. |
Aerial view of Midland, Pennsylvania facility expansion
Aerial view of Midland, Pennsylvania facility expansion
2
Conference Call Information:
Date: Monday, November 14, 2022
Time: 5:00 p.m. Eastern Time
Dial in Number for U.S. Callers: 1-877-300-8521
Dial in Number for International Callers: 1-412-317-6026
Please Reference Conference ID: 10172926
The call will also be accompanied live by webcast and will be accessible at: https://viavid.webcasts.com/starthere.jsp?ei=1580792&tp_key=27b22f2c06
A new Investor Presentation will be available on the website at www.mawsoninc.com prior to the call.
To join the live conference call, please dial in to the above referenced telephone numbers five to ten minutes prior to the scheduled
conference call time.
A replay will be available starting on November 14, 2022 at approximately 8:00 p.m. ET through November 28, 2022 at 11:59 P.M. ET. To access the replay, please dial 1-844-512-2921 in the U.S. and 1-412-317-6671 for international callers. The conference ID# is 10172926.
###
About Mawson Infrastructure
Mawson Infrastructure Group (NASDAQ: MIGI) is a digital infrastructure provider, with multiple operations throughout the USA and Australia. Mawson’s vertically integrated model is based on a long-term strategy to promote the global transition to the new digital economy. Mawson matches sustainable energy infrastructure with next-generation mobile data center (MDC) solutions, enabling low-cost Bitcoin production and on-demand deployment of infrastructure assets. With a strong focus on shareholder returns and an aligned board and management, Mawson Infrastructure Group is emerging as a global leader in ESG focused Bitcoin mining and digital infrastructure.
For more information, visit: www.mawsoninc.com
3
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Mawson cautions that statements in this press release that are not a description of historical fact are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words referencing future events or circumstances such as “expect,” “intend,” “plan,” “anticipate,” “believe,” and “will,” among others. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon Mawson’s current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties, which include, without limitation, the possibility that Mawson’s need and ability to raise additional capital, the development and acceptance of digital asset networks and digital assets and their protocols and software, the reduction in incentives to mine digital assets over time, the costs associated with digital asset mining, the volatility in the value and prices of cryptocurrencies and further or new regulation of digital assets. More detailed information about the risks and uncertainties affecting Mawson is contained under the heading “Risk Factors” included in Mawson’s Annual Report on Form 10-K filed with the SEC on March 21, 2022 and Mawson’s Quarterly Report on Form 10-Q filed with the SEC on May 16, 2022, and August 22, 2022, and November 14, 2022 and in other filings Mawson has made and may make with the SEC in the future. One should not place undue reliance on these forward-looking statements, which speak only as of the date on which they were made. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Mawson undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made, except as may be required by law.
Investor Contact:
Brett Maas
646-536-7331
brett@haydenir.com
www.haydenir.com
4
Exhibit 99.2
Q3 2022 Investor Presentation THE DIGITAL ASSET COMPANY Q3 FY2022 Investor Presentation NASDAQ: MIGI November 2022
Q3 2022 Investor Presentation Q3 2022 Investor Presentation 2 LEGAL DISCLAIMER Information contained herein is derived from various internal and external sources which are deemed reliable, but no representations or warranties are made by Company, or any of its affiliates, employees or representatives as to the accuracy or completeness of such information. The Company has not independently verified any of the information set forth in this Presentation. No representation is made as to the reasonableness of the assumptions within or the accuracy or completeness of any projections or modelling or any other information contained herein. Any data on past performance or modelling contained herein is not an indication as to future performance. The Company assumes no obligation to update the information in this Presentation. The information contained in this Presentation does not purport to contain all of the information that a prospective investor may desire. In all cases, interested parties should conduct their own investigation and analysis of Company and the information contained herein. Except as otherwise expressly indicated, this Presentation speaks as of the date hereof. The Company, does not undertake to update the information contained herein, correct any inaccuracies that may become apparent or provide the recipient with access to any additional evaluation material. The delivery of this Presentation does not imply that there has been no change in Company’s affairs after the date hereof. This Presentation is not a prospectus, disclosure document or offering document, and does not constitute an offer or invitation to apply for securities. In particular, this Presentation shall not form the basis of or be relied on in connection with any contract or commitment whatsoever. FORWARD LOOKING STATEMENTS/USE OF PROJECTIONS Statements made in this presentation include forward - looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward - looking statements can be identified by the use of words as “may,” “will,” “plan,” “should,” “expect,” “anticipate,” “estimate,” “continue,” target,” or comparable terminology. All financial forecasts are forward - looking statements, are for illustrative purposes only and should not be relied upon as being necessarily indicative of future results. All forward - looking statements are inherently subject to certain risks, trends and uncertainties, many of which the Company cannot predict with accuracy and some of which the Company might not even anticipate and involve factors that may cause actual results to differ materially from those projected or suggested. Readers are cautioned not to place undue reliance on these forward - looking statements and are advised to consider the factors listed above together with the additional factors under the heading “Risk Factors” in the Company's Annual Report on Form 10 - K filed with the SEC on March 21 2022, as may be supplemented or amended by future filings of the Company, including the Company’s Quarterly Reports on Form 10 - Q filed with the SEC on May 16, 2022 and August 22, 2022. The Company assumes no obligation to update or supplement forward - looking statements that become untrue because of subsequent events, new information or otherwise. More specifically, it is impossible to forecast what the price of bitcoin or the hash rate difficulty will be on any specific date, or when all the Company's miners are expected to be deployed. This presentation is for illustrative purposes only to provide the reader with an estimate of the Company's potential gross revenue, mining power and hosting costs, which might be attained if all miners were deployed as of a specific date and with certain parameters used, as set forth below. The Bitcoin Self - Mining parameters used were hash rates of 1.5 EH and 4.0 EH, Bitcoin price assumption of $20,000 and network difficulty as at 10 November 2022. NO OFFER OR SOLICITATION This presentation shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities. This presentation shall also not constitute an offer to sell or the solicitation of an offer to buy any securities. No offer, sale or solicitation of any securities shall be made in any jurisdiction in which such offer, sale or solicitation would be prohibited. NEITHER THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) NOR ANY STATE HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS PRESENTATION IS TRUTHFUL OR COMPLETE. INVESTOR NOTICES Investing in our securities involves a high degree of risk. Before making an investment decision, you should carefully consider the risks, uncertainties and forward - looking statements described under “Risk Factors” in our most recent SEC filings including our Annual Report on Form 10 - K filed with the SEC on March 21 2022 and our Quarterly Reports on Form 10 - Q filed with the SEC on May 16, 2022, and August 22, 2022. If any of these risks were to occur, our business, financial condition or results of operations would likely suffer. In that event, the value of our securities could decline, and you could lose part or all of your investment. The risks and uncertainties we describe are not the only ones facing us. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. In addition, our past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results in the future. Lastly, with the current worldwide situation caused by COVID - 19, supply - chain disruptions and general inflation there can be no assurances as to when we may see any long - term sustained recovery in the bitcoin market, and if so, whether any recovery might be significant. NON - GAAP FINANCIAL MEASURES T he Company utilizes a number of different financial measures, both GAAP and non - GAAP, in analyzing and assessing its overall business performance, for making operating decisions and for forecasting and planning future periods. The Company considers the use of non - GAAP financial measures helpful in assessing its current financial performance, ongoing operations and prospects for the future. While the Company uses non - GAAP financial measures as a tool to enhance its understanding of certain aspects of its financial performance, the Company does not consider these measures to be a substitute for, or superior to, the information provided by GAAP financial measures. Consistent with this approach, the Company believes that disclosing non - GAAP financial measures to the readers of its financial information provides such readers with useful supplemental data that, while not a substitute for GAAP financial measures, allows for greater transparency in the review of its financial and operational performance. Investors are cautioned that there are inherent limitations associated with the use non - GAAP financial measures as an analytical tool. In particular, non - GAAP financial measures are not based on a comprehensive set of accounting rules or principles and many of the adjustments to the GAAP financial measures reflect the exclusion of items that are recurring and will be reflected in the Company’s financial results for the foreseeable future. In addition, other companies, including other companies in the Company’s industry, may calculate non - GAAP financial measures differently than the Company does, limiting their usefulness as a comparative tool.
Q3 2022 Investor Presentation 3 ANTICIPATED SELF - MINING & HOSTING OPERATIONAL CAPACITY Q4 2023 Diversified model focused on Bitcoin Self - Mining, Hosting Co - location services and Energy Markets, Mawson’s diversified and integrated model is based on a long term strategy to assist in the global transition to a digital and decarbonised society. 4.5 EH 1 8.0 EH 1 $6.3 Million SITES 4 1. Assumes all equipment deployed and 100% online, plus the construction of all contracted sites on time, actual results are lik ely to vary in a negative manner. Construction delays are common and it is rare for all equipment to be deployed and 100% online, however accurate historical downtime averages are difficult to calculate and also may not provide an accurate pi ctu re due to differences moving forward. Investors should consider all risk factors related to uptime when considering these figures, which are a best case scenario. The above information is for general information purposes only, and are forward looking statements which should not be relied up on as being necessarily indicative of future results. Mawson takes no responsibility for the accuracy of third party information, including websites. The above information should be read in conju nct ion with the disclaimer on page 2. Please see our Risk Factors in our Annual Report on Form 10 - K filed March 21, 2022, under the Sub - Heading Risks Relating to Our Business and Management for important risks related to our Self - Mining. Approximately 100 megawatts (MW) is currently allocated to Mawson’s Hosting Co - location customers, see page 11 for further details. Contracted energy capacity delivery is not guaranteed and is subject to decreases in various circumstances such as times of h igh energy use. 3.0 EH 1 Approximately 3.7 Exahash online as at end September 2022 3 USA + 1 AUS (2 OPERATING) Approximately 1.7 EH online as at end September 2022 HOSTING CO - LOCATION AGREEMENTS IN PLACE ANTICIPATED SELF - MINING & HOSTING OPERATIONAL CAPACITY BY Q1 2023 Mawson at a glance Total Energy Markets Revenue in Third Quarter 2022 ($25.2M pa annualising Third Quarter 2022) 360MW of Energy Infrastructure Capacity Available for Bitcoin Mining Approximately 2.0 EH online as at end September 2022, 3.0 EH anticipated online Q1, 2023 FULLY PAID & DELIVERED BITCOIN SELF - MINING CAPACITY 1.7 EH
Q3 2022 Investor Presentation 4 Strategic sale of Georgia facility in Third Quarter 2022 for approximately $40 Million 3 sets Mawson up to focus on the delivery of highest return on capital infrastructure assets moving forward. 1. Assumes all equipment deployed and 100% online, plus the construction of all contracted sites on time, actual results are lik ely to vary in a negative manner. Construction delays are common and it is rare for all equipment to be deployed and 100% onl ine , however accurate historical downtime averages are difficult to calculate and also may not provide an accurate picture due to differen ces moving forward. Investors should consider all risk factors related to uptime when considering these figures, which are a best c ase scenario. The above information is for general information purposes only, and are forward looking statements which should not be relied up on as being necessarily indicative of future results. Mawson takes no responsibility for the accuracy of third party informat ion , including websites. The above information should be read in conjunction with the disclaimer on page 2. Please see our Risk Factors in our Annual Report on Form 10 - K filed March 21, 2022, under the Sub - Heading Risks Relating to Our Business and Management for important risks related to our Self - Mining. Exahash capacity assumes installation of current generation ASIC Bitcoin Mining hardware including but not limited to Bitmain S19J Pro and XP, MicroBT M30/1, Avalon A1246 assuming approximately 30 megawatt per 1 Exahash . 2. Approximately 100 megawatts (MW) is currently allocated to Mawson’s Hosting Co - location customers, see page 11 for further detai ls. Contracted energy capacity delivery is not guaranteed and is subject to decreases in various circumstances such as times of h igh energy use. 3. Mixture of cash and stock. Assumes maximum earn outs are achieved, no adjustments are made to the purchase price, and uses the CleanSpark stock price as at October 7, 2022, and rounding. Mawson refocused • Low net debt • Low cost of energy, large scale energy facilities in Pennsylvania (220MW) • Additional Energy Markets Program revenue ($6.3M generated in Q3 2022) Mawson is now focusing near - term development activities at its Pennsylvania Bitcoin Mining Facilities, which are capable of operating at 8.0 EH 1 by the end of 2023 Q3 2022 100MW 50MW ONLINE FULLY FUNDED Q1 2023 100MW 100MW ONLINE FULLY FUNDED Midland, PA Q4 2022 120MW 12MW ONLINE FULLY FUNDED Q4 2023 120MW 120MW ONLINE SEEKING HOSTING PARTNER Sharon, PA Mawson Self - Mining 1.5 EH 1 Mawson Hosting Co - location 3.0 EH 1 , 2 Q1 2023 Target Mawson Self - Mining 4.0 EH 1 Mawson Hosting Co - location 4.0 EH 1,2 Q4 2023 Target
Q3 2022 Investor Presentation 5 Financial Highlights Operational Highlights Strategic Highlights Headline Results Q3 FY2022 $40 M 1 Sale of 80MW Sandersville, Georgia facility to CleanSpark Inc, for approximately $40 million (closing subsequent to period end) Expansion Fully Funded Midland, Pennsylvania facility expansion begins (100 MW) Participation in Energy Markets Program commences - $6.3 million in revenue in Q3 120 MW New Bitcoin Mining Facility in Sharon, Pennsylvania, USA development begins Δ (Q3 FY2021) Revenue $ 28.3 M +160% Gross Profit $ 10.1 M +20% EBITDA (Non - GAAP) $ 8.8 M +203% Bitcoin produced from Self - Mining 282 +12% Exit of 80MW Sandersville, Georgia facility to CleanSpark Inc, focus shifts to Pennsylvania facilities 80 MW Hosting Co - location revenue jumps +58% from $3.6M in Q2, 2022 to $5.7M in Q3, 2022 Focus on development of 220MW Pennsylvania facilities 220 MW Approximately 40,000 ASIC’s deployed as at 30 Sept 2022 across Self - Mining and Hosting Co - location 40,000 1. Mixture of cash and stock. Assumes maximum earn outs are achieved, no adjustments are made to the purchase price, and uses th e CleanSpark stock price as at October 7, 2022, and rounding.
Q3 2022 Investor Presentation 6 Q3 - 22 ($M) Q2 - 22 ($M) Δ ($M) ASSETS Cash and cash equivalents $1.2 $2.5 $1.3 Property and equipment, net $112.5 $148.9 $36.4 Equipment deposits $0.3 $2.8 $2.5 Derivative assets $21.4 $17.7 $3.7 Assets held for sale $21.6 - $21.6 Other Assets $23.6 $19.9 $3.7 Total Assets $180.6 $191.8 $11.2 Trade and other payables $42.9 $47.0 $4.1 Borrowings $40.5 $38.9 $1.6 Liabilities held for sale $0.9 - $0.9 Other Liabilities $3.5 $4.8 $1.3 Total Liabilities $87.8 $90.7 $2.9 Net Assets (NTA = $1.14/share) 2 $92.8 $101.1 $8.3 *$20.6 million cash received in October/early November from sale of Georgia, USA facility Q3 FY2022 Charts 1. Balance sheet presented in a non - GAAP basis. Please see page 17 for reconciliation to statutory GAAP accounts per 10Q. 2. Based on Net Assets of $92.8 Million and Shares on issue of 81,249,768 as at 30 September 2022 September 30, 2022 Balance Sheet 1 10.9 19.5 19.4 19.8 28.3 Q3 2021 Q4 2021 Q1 2022 Q2 2022 Q3 2022 Revenues (in millions) 8.4 15.8 11.0 5.4 10.1 Q3 2021 Q4 2021 Q1 2022 Q2 2022 Q3 2022 Gross Profit (in millions) 2.9 10.0 5 13.7 8.8 Q3 2021 Q4 2021 Q1 2022 Q2 2022 Q3 2022 Non - GAAP EBITDA (in millions)
Q3 2022 Investor Presentation 7 Q3 - 22 ($M) Q2 - 22 ($M) Δ ($M) REVENUE $28.3 $19.8 $8.5 Cryptocurrency Mining $5.9 $16.2 $10.3 Hosting Co - location $5.7 $3.6 $2.1 Equipment Sales $10.4 - $10.4 Energy Markets Revenue $6.3 - $6.3 Total Revenue $28.3 $19.8 $8.5 Cost of Revenues ($18.2) ($14.4) $3.8 Gross Profit $10.1 $5.4 $4.7 SG&A ($5.0) ($9.4) $4.4 Change in fair value of derivative asset $3.7 - $3.7 Recognition of derivative asset - $17.7 - Non - GAAP EBITDA $8.8 $13.7 $4.9 Q3 FY2022 Highlights 1. Income Statement presented in a non - GAAP basis. Please see page 17 for reconciliation to statutory GAAP accounts per 10Q. September 30, 2022 Income Statement 1 Q3 2022 ($M) Q2 2022 ($M) Δ (%) Selling, General & Admin Expenses $5.0 $9.4 - 47% Fair value of derivative Asset $21.4 $17.7 +21% Total Revenue $28.3 $19.8 +43% Energy Markets Revenue $6.2 $0.5 +1140% Hosting Co - location Revenue $5.7 $3.6 +58% Hardware sales revenue $11.0 - - Trade & Other Payables (current) $27.5 $47.0 - 41% Gross Profit $10.1 $5.4 +87%
Q3 2022 Investor Presentation 8 Financial Impacts Operational Impacts Strategic Advantages Headline Results Focus development activities in North - Eastern Unites States Reduction of net debt to optimize balance sheet and prepare for growth $ Focus on Pennsylvania – a deregulated energy market enabling participation in Energy Markets Programs Large scale Bitcoin Mining Facilities in Pennsylvania, USA, with 100 MW Midland Facility Fully Funded 220 MW Facility Sale Proceeds $ 31.0 M ASIC Miner Sale Proceeds $ 9.0 M Total Proceeds of Sale Approximately $40.0 M 1 CleanSpark Equity Consideration (no. of shares) ~2.68 M (approximately 5.5% of CleanSpark , Inc issued capital as at Sept 9, 2022) 100 Megawatt Expansion in Midland, Pennsylvania continues – now fully funded 100 MW 120 Megawatt Expansion in Sharon, Pennsylvania begins 120 MW Participation in Energy Markets Program continues in Pennsylvania Self - Mining and Hosting Co - location capacity across Pennsylvania, Texas & Australian Bitcoin Mining Facilities 12 EH 2 1. Mixture of cash and stock. Assumes maximum earn outs are achieved, no adjustments are made to the purchase price, and uses th e CleanSpark stock price as at October 7, 2022, and rounding. 2. Exahash capacity assumes installation of current generation ASIC Bitcoin Mining hardware including but not limited to Bitmain S19J Pro and XP, MicroBT M30/1, Avalon A1246 assuming approximately 30 megawatt per 1 Exahash . GEORGIA SALE Overview
Q3 2022 Investor Presentation 9 1. Exahash capacity assumes installation of current generation ASIC Bitcoin Mining hardware including but not limited to Bitmain S19J Pro and XP, MicroBT M30/1, Avalon A1246 assuming approximately 30 megawatt per 1 Exahash . Midland Sharon 50MW 100MW 12MW 120MW 3.7 EH 1 Anticipated Self - Mining & Hosting Co - location Online Q4 2022 Q1 2023 Q2 2023 Q3 2023 52WM 2.5 EH 1 4.5 EH 1 6.5 EH 1 96MW 7.5 EH 1 Q3 2022 Q4 2023 Current Exahash Capacity Current MW capacity Remaining CAPEX Required? Lease Term Energy Mix Sharon, PA 4.0 EH 1 120 MW Expansion expected to be funded by hosting partners 15 Years TBC, anticipated to be carbon - free Texas 4.0 EH 1 120 MW $0 15 Years ~50% carbon - free (carbon credits) Midland, PA 3.3 EH 1 100 MW $0 15 Years 100% carbon - free New South Wales AUSTRALIA 0.4 EH 1 20 MW $0 7 Years 100% renewable Expansion Timeline – Infrastructure First 8.0 EH 1
Q3 2022 Investor Presentation 10 1. Assumes all equipment deployed and 100% online, plus the construction of all contracted sites on time, actual results are lik ely to vary in a negative manner. Construction delays are common and it is rare for all equipment to be deployed and 100% online, however accurate historical downtime averages are difficult to calculate and also may not provide an accurate pi ctu re due to differences moving forward. Investors should consider all risk factors related to uptime when considering these figures, which are a best case scenario. Annualised revenue is based on BTC USD$20k and network difficulty as at 10 November 2022. Please see Coinwarz Bitcoin Mining Calculator at https://www.coinwarz.com/mining/bitcoin/calculator . The above information is for general information purposes only, and are forward looking statements which should not be relied up on as being necessarily indicative of future results. Mawson takes no responsibility for the accuracy of third party information, including websites. Online calculator excludes overheads and fees (except pool fees). The above information shou ld be read in conjunction with the disclaimer on page 2. Please see our Risk Factors in our Annual Report on Form 10 - K filed March 21, 2022, under the Sub - Heading Risks Relating to Our Business and Management for important risks related to our S elf - Mining. 2. Approximately 100 megawatts (MW) is currently allocated to Mawson’s Hosting Co - location customers, see page 11 for further details. Mawson Self - Mining September 2022 Anticipated Q1 2023 1 Δ Anticipated Q4 2023 2 Δ Capacity (MW) 2 360 MW 570 MW +210 MW 670 MW +100 MW Total Exahash (EH) Online 1.7 E H 1.5 EH - 0.2 EH 4.0 EH +2.5 EH BTC Mining Production / day 5.8 BTC /day 1 5.1 BTC /day 1 - 0.7 BTC 13.7 BTC /day +8.6 BTC Annualised Revenue 1 ~$42.3M ~$37.2M - $5.1M ~$100.0M +$62.8M Mining Revenue Operating Costs Mawson Hashrate Network Hashrate ASIC Miner power consumption Block reward 6.25 BTC + TXN fees Datacentre power usage 52,560 Blocks per year Power price Bitcoin price Other operating costs = = x + x x x + Q3, 2022 Revenue $5.9 Million M awson engages in Bitcoin Self - Mining across its operations. Anticipated Bitcoin production per day will be temporarily reduced from September of 2022 until the first quarter of 2023 as a result of the sale of the Georgia facility.
Q3 2022 Investor Presentation 11 Mawson Hosting Co - location September 2022 Anticipated Q1 2023 1 Δ Anticipated Q4 2023 1 Δ Contracted Hosting Customers (MW) 100 MW 120 MW +20MW 200 MW +80MW Hosting Exahash (EH) Capacity 12.0 EH 15.0 EH +3.0 EH 18.3 EH +3.3 EH 1. Exahash capacity assumes installation of current generation ASIC Bitcoin Mining hardware including but not limited to Bitmain S19J Pro, MicroBT M30/1, Avalon A1246 assuming approximately 30 megawatt per 1 Exahash . Aerial view of Midland, Pennsylvania Bitcoin Mining Facility Expansion. Hosting Exahash (EH) Online 2.0 EH 3.0 EH +1.0 EH 4.0 EH +1.0 EH Q3, 2022 Revenue $5.7 Million Mawson leverages its surplus infrastructure capacity to generate an additional revenue stream, comprising hosting co - location services.
Q3 2022 Investor Presentation 12 Mawson Energy Markets Program Tonnes of CO2 emissions avoided in FY 2022 Equivalent to avoiding: Supporting local energy networks Reduced overall operating costs 24,557 39,035 MWh Total Load Reduction in FY 2022 56,855 Barrels of oil consumed Equivalent to carbon sequestered by: 406,052 Tree seedlings grown for 10 years Total revenue received in Q3 2022 of $6.3 million from Energy Markets Program ($25.2 Million annualising Q3, 2022) $ Information relating to total load reduction, tonnes of C02 emissions avoided, equivalent barrels of oil consumed, equivalent ca rbon sequestered by tree seedlings gained from Voltus , Inc. Q3, 2022 Revenue $6.3 Million Mawson manages its Energy Markets Program, through participation in curtailment and energy capacity sales. When energy prices are high, Mawson sells energy back to the grid. When energy prices are low Mawson engages in Bitcoin Mining.
Q3 2022 Investor Presentation 13 15 Years Midland, PA USA Secure Energy Pipeline Energy Infrastructure underpins future growth Existing energy infrastructure capacity available for Bitcoin Self - Mining and Hosting Co - location currently over 360MW Proven history of efficient and rapid modular site development Expansion and development of existing facilities Future development pipeline We focus on identifying stranded and distressed energy infrastructure Over 500MW pipeline of energy projects Pipeline Sites 1 +300 MW 15 Years Lease term Texas USA 120MW 1. Pipeline sites refer to real estate sites with access to stranded and distressed energy that we have identified and are in va rio us stages of commercial negotiations for purchase or lease. Sharon, PA USA 15 Years Existing Capacity Target Expansion 120MW 100MW 20MW
Q3 2022 Investor Presentation 14 ESG Focus 100,000 22,277 Tonnes of C0 2 Offsets purchased in 2020, 2021 carbon footprint assessed, VCU offset pricing underway Pennsylvania, USA • Mawson supporter of Buhl Park (community park) • Community College Beaver County Scholarship Program • Lincoln Park Performing Arts Centre Supporter • Beaver Falls Park sponsorship • Heritage Valley Health System Supporter • Thanksgiving and Xmas Giveaway 2022 A responsible, accountable and ethical approach to corporate governance underpins the way we do business. • Independent Board of Directors • Code of Ethics and Business Conduct • Audit & Remuneration Committee Net Zero Carbon Socially Engaged Governance Framework Trees Planted by the end of 2022 New South Wales, AUS • Major sponsor of Far North Coast Men's/Women's/Junior Rugby Union 24,557 Tonnes of CO2 emissions avoided through Energy Markets Program in FY 2022
Q3 2022 Investor Presentation 15 Highly experienced Management & Board 25 years with AGL Energy (AGL.ASX), Australia’s largest energy generator/retailer, 5 years as CEO and Managing Director 15 years management experience across technology, accounting, logistics, property development 30 years experience across financial services. Previous Commercial Director of Sealink Travel Group (SLK.ASX) James Manning Founder & CEO Greg Martin Independent Non - Executive Chair Michael Hughes Independent Non - Exec Director Board FCA with over 25 years of experience in financial stewardship. He has worked in public practice with KPMG and Deloitte 16 years experience in senior operational management roles across multiple industries 15 years’ experience in business leadership and delivery of major projects Ariel Sivikofsky Principal Accounting Officer Liam Wilson Chief Operating Officer Craig Hibbard Chief Development Officer Key employees 15 years’ legal experience across technology, banking and asset management, formerly with Macquarie Bank, ANZ Bank and HUB24 Tom Hughes General Counsel
Q3 2022 Investor Presentation 16 Ticker NASDAQ:MIGI Share price $0.41 S hares outstanding 81,249,768 1 $33M Market capitalization Mawson Register 76% 24% Based on share price as at 8 November, 2022 Board and Management 19% External Investors 81% High Insider ownership 1. As at September 30, 2022
Q3 2022 Investor Presentation 17 Mawson Infrastructure Group A strong platform for sustainable growth 1. 2020 carbon offset with carbon credits, 2021 carbon footprint currently being offset. 2. https://www.prnewswire.com/news - releases/bitcoin - miners - revenue - rose - 206 - in - 2021 - 301482452.html . 3. Please see our Risk Factors in our Annual Report on Form 10 - K filed March 21, 2022, under the Sub - Heading Risks Relating to Our Business and Management for important risks related to our Self - Mining Hash Rate. Rapid Growth and Scale Bitcoin Self - Mining and Hosting Co - location growth 0.2 EH in July 2021 3.7 EH in September 2022 4.5 EH target Q1 2023 8.0 EH target Q4 2023 Infrastructure First Approach Owner/Operator of Bitcoin Self - Mining, Hosting Co - location Facilities, and Modular Data Centres (MDC) 4 Secured Locations (2 Operating) 3 USA sites, 1 AUS site Sustainable Bitcoin Mining N et Zero Carbon Bitcoin Mining/Hosting 1 Strategic Relationships Canaan Inc (NASDAQ:CAN) Voltus , Inc CleanSpark , Inc (NASDAQ:CLSK) Lowest quartile operator - Large revenue opportunity Low costs of deployment per megawatt and costs of production ~$15BN bitcoin mining revenue in 2021 2 High insider ownership ~19% owned by directors and senior management Energy Markets Program with Voltus , Inc and Energy Harbor
Q3 2022 Investor Presentation 18 Reconciliation of Non - GAAP Metrics Q3 Balance Sheet Net loss (GAAP) ($21.3) Net other expenses 1 $1.6 Depreciation & amortisation 2 $16.2 Share Based Payments 3 $0.8 Loss on classification of assets held for sale 4 $4.2 Unrealized and realized losses/(gain) 5 $7.3 EBITDA (Non - GAAP) $8.8 1. Adjustments for – non - operating (income)/expense and impairment of financial assets. 2. Reverses out accelerated depreciation effect 3. Reverses out share - based payments 4. Reverses out the loss on classification of assets to held for sale 5. Reverses out realized and unrealized gains and losses 6. Rounding to millions Q3 EBITDA + Gross Profit Pages 5/7 identifies some non - GAAP financial metrics, which require reconciliation to the statutory GAAP numbers. We set them out as follows: Page 6 identifies some non - GAAP financial metrics, which require reconciliation to the statutory GAAP numbers. We set them out as follows: Revenue $28.3 Less Cost of Revenues ($18.2) GROSS PROFIT (GP) $10.1 Assets Cash and cash equivalents Cash $1.2M Property and equipment, net $112.5M Equipment deposits $0.3M Derivative Assets $21.4M Assets held for sale $21.6M Other Assets Trade and other receivables $18.6M Right of use assets $3.3M Marketable securities $1.7M Total Assets $180.6M Liabilities Trade and other payables $42.9M Borrowings $40.5M Liabilities held for sale $0.9M Other Liabilities Lease liability $3.5M Total Liabilities $87.8M
Q3 2022 Investor Presentation Level 5, 97 Pacific Highway North Sydney, NSW, Australia, 2060 info@mawsoninc.com Brett Mass Hayden IR mawson@haydenir.com Investor Relations Head Office