Gryphon Digital Mining Inc
For the period ended Jun 30, 2024. Filed Aug 14, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2024 · Filed Aug 14, 2024
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-03-31; filed 2024-05-14.
0001213900-24-042504
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-06-30; filed 2024-08-14.
0001213900-24-068996
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 96 previous paragraphs and 146 current paragraphs.
58 unchanged; 35 reworded; 39 added; 3 removed; 0 previous and 14 current paragraphs rearranged.
Tables are not compared: 11 previous and 14 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (39)
Current report
Six months ended June 30, 2024 compared to six months ended June 30, 2023
Current report
Investor and public relations expenses increased to $3,354,000 for the six months ended June 30, 2024 from $0 for the six months ended June 30, 2023. The increase is due to the Merger. As a newly public company, management hired consulting firms to increase the Company’s public exposure. Included in the $3.4 million of investor and public relations expense for the six months ended June 30, 2024 is $1.5 million of non-cash expense related to the fair value of common stock issued to consultants.
Current report
Insurance expense increased to $327,000 for the six months ended June 30, 2024 from $84,000 for the six months ended June 30, 2023. The increase of $243,000 was attributable to an increase in our insurance premiums as a result of becoming a public company.
Current report
Franchise tax and license decreased to $0 for the six months ended June 30, 2024 from $194,000 for the six months ended June 30, 2023.
Current report
Depreciation
Current report
The impairment of digital assets decreased to $0 for the six months ended June 30, 2024 from $233,000 for the six months ended June 30, 2023.
Current report
The realized gain on the sale of digital assets was $0 for the six months ended June 30, 2024, compared to $467,000 for the six months ended June 30, 2023. With the implementation of ASU 2023-08, realized gains on the sale of digital assets will be eliminated since the digital assets will be marked to market prior to sale.
Current report
Interest expense increased to $620,000 for the six months ended June 30, 2024 from $368,000 for the six months ended June 30, 2023. The increase of $252,000 is primarily due to the Amendment of the BTC Note on March 29, 2023.
Current report
Merger and acquisition cost
Current report
The merger and acquisition cost of $394,000 relates to a working capital adjustment for the Company’s disposal of its subsidiary MJ Freeway, which occurred on February 8, 2024. The $394,000 is an estimate of the potential working capital adjustment, as the Company is still in negotiations with the purchaser.
Current report
Mining revenues
Current report
Management services
Current report
Cost of revenues
Current report
Professional fees increased to $891,000 for the three months ended June 30, 2024 from $659,000 for the three months ended June 30, 2023. The increase of $232,000 was due to (i) an increase of $200,000 for legal fees and (ii) an increase of $32,000 for accounting services.
Current report
Salaries and wages increased to $221,000 for the three months ended June 30, 2024 from $219,000 for the three months ended June 30, 2023.
Current report
Franchise tax and license decreased to $0 for the three months ended June 30, 2024 from $83,000 for the three months ended June 30, 2023.
Current report
Other expenses decreased to $64,000 for the three months ended June 30, 2024 from $89,000 for the three months ended June 30, 2023.
Current report
Stock-based compensation
Current report
Stock-based compensation expense increased to $140,000 for the three months ended June 30, 2024 from $131,000 for the three months ended June 30, 2023.
Current report
Impairment of digital assets
Current report
Unrealized gain on digital assets
Current report
Unrealized loss on marketable securities
Current report
For the three months ended June 30, 2024, unrealized loss on marketable securities was $56,000, compared to $62,000 for the three months ended June 30, 2023.
Current report
Interest expense
Current report
Loss on disposal of asset
Current report
Net cash used in investing activities was approximately $954,000 for the six months ended June 30, 2024, and consisted of (i) the purchase of mining equipment for approximately $1,075,000, (ii) cash disbursement of $50,000 for a refundable deposit, and (iii) proceeds of $171,000 from the sale of miners.
Current report
On May 25, 2022, Gryphon Opco I LLC, a wholly owned subsidiary of the Company, entered into an Equipment Loan and Security Agreement with a lender amounting to 933.333333 Bitcoin at an annual interest rate of 5%.
Current report
The BTC Note is secured by (1) 7,200 S19j Pros ASIC miners used for Bitcoin mining, (2) The Colocation Mining Services Agreement, dated as of July 1, 2022, by and between the Company and Coinmint, and (3) The Contribution Agreement, dated as of May 25, 2022, by and between Borrower and the lender.
Current report
The Company evaluated the BTC Note in accordance with ASC 815 Derivatives and Hedging. Based on this evaluation, the Company has determined that the BTC Note will require derivative accounting and will be adjusted to fair value every reporting period. The fair value is determined by using the lowest day trading value, as of the reporting date, as disclosed on Yahoo Finance.
Current report
On March 29, 2023, the Company amended and restated the BTC Note. The maturity date was extended from May 2024 to March 2026, and the interest rate was increased to 6% per annum, to be applied to the number of bitcoins remaining to be paid at the beginning of each month.
Current report
The monthly principal and interest payments, starting with the April 2023 payment, have been adjusted to be 100% of net monthly mining revenue, defined as, for each calendar month, the sum of (a) all of Borrower’s revenue generated from all Bitcoin generated by the Borrower with the Collateralless(b) the sum of the Borrower SG&A in connection with Bitcoin mining operations, but not to exceed the greater of (x) $100,000 and (y) the amount that is previously preapproved by the Lender in writing for such calendar month; provided, however that, to the extent that SG&A is capped by clause (b) above, any unapplied SG&A may be rolled forward to subsequent months until fully deducted. Notwithstanding the foregoing, unless otherwise approved by Lender, the aggregate amount of SG&A during any rolling twelve-month period shall not exceed $750,000, provided that if at the end of a fiscal quarter, commencing with the fiscal quarter ending June 30, 2023, if (x) the aggregate principal amount payment received by the Lender for such fiscal quarter exceeds 38.6363638 Bitcoin and (y) the average principal amount payment received by the Lender for each fiscal quarter (commencing fiscal quarter ending June 30, 2023 and through and including the fiscal quarter for which such determination is to be made) exceeds 38.6363638 Bitcoin per fiscal quarter, then, the Borrower shall pay to the Lender 75% of Net Monthly Mining Revenue for the immediately succeeding fiscal quarter (and thereafter, in the following fiscal quarter would shift to 100%). In the event that the Net Monthly Mining Revenue for any month is insufficient to cover interest payment under the BTC Note, such deficiency shall be deemed paid-in-kind by capitalizing such deficiency in interest payment and adding such amount to the principal amount of indebtedness under the BTC Note.
Current report
Also, as part of the Amendment, the Company has agreed not to convey, sell, lease, transfer, assign, or otherwise dispose of any of the Company’s digital assets outside of the ordinary course of business.
Current report
Additionally, the Company is required thereunder to maintain a collateral (mining equipment and digital assets) coverage ratio of 110%. A breach of the Collateral Coverage Ratio shall not be deemed to have occurred until the lender has provided notice to the Company of such breach. If the Collateral Coverage Ratio decreases below 110%, the Company will have to provide the lender with additional collateral in the form of bitcoin, U.S. dollars, or additional equipment. If the Company is unable to do so, the Company may default on the BTC Note, which could have a material adverse effect on the Company’s operations, financial condition, and results of operations. As of June 30, 2024, the Company was not in breach of the Collateral Coverage Ratio.
Current report
The Amendment also added a conversion provision whereby the lender has a limited right to convert all or any portion of the outstanding principal on the BTC Note into a number of shares of the Company. The Conversion Right is available at any time during the one-month period after which the market capitalization of the Company for the first time exceeds $125,000,000 for five consecutive days. The conversion price is equal to $150,000,000 divided by the number of shares of Company common stock outstanding immediately prior to the lender’s exercise of the Conversion Right during the Conversion Period.
Current report
As consideration for the Amendment, the Company agreed to make a one-time payment of 173.17 bitcoins, which had a fair value of approximately $4,856,000 on the date of payment, therefore, reducing the principal balance of bitcoins from 636.81 to 463.64, and a closing fee of $104,000, which was offset with the adjustment for the change in fair value, as defined under debt modification accounting.
Current report
The Company has evaluated the Amendment in accordance with ASC 470-50 Modification and Extinguishments. The change in the interest rate from 5.0% to 6.0% caused there to be a significant change in the cashflows of the BTC Note. Also, given that the BTC Note carried on the unaudited condensed consolidated balance sheet at fair value, any gain on loss from the extinguishment would be adjusted through the change in fair value as of June 30, 2024.
Current report
Also, based on the repayment terms and the interest calculation, the Company is unable to determine what would be the current portion and long-term portions as of June 30, 2024, so the Company will present the BTC Note as current.
Current report
For the six months ended June 30, 2024, the Company recognized interest expense amounting to $608,000 of which $93,000 is still accrued.
Current report
As of December 31, 2023, the Company had accrued interest expense amounting to $77,000.
Removed paragraphs (3)
Previous report
This report on Form 10-Q (“Report”) and other written and oral statements made from time to time by us may contain so-called “forward-looking statements,” all of which are subject to risks and uncertainties. Forward-looking statements can be identified by the use of words such as “expects,” “plans,” “will,” “forecasts,” “projects,” “intends,” “estimates,” and other words of similar meaning. One can identify them by the fact that they do not relate strictly to historical or current facts. These statements are likely to address the Company’s growth strategy, financial results and product and development programs. One must carefully consider any such statement and should understand that many factors could cause actual results to differ from the Company’s forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed, and actual future results may vary materially.
Previous report
Net cash from investing activities was nil for the three months ended March 31, 2024.
Previous report
Please see the description of the BTC Note (as amended) under “Recent Developments” above.
Reworded paragraphs (35)
Previous wording
Founded in October 2020, Gryphon is a bitcoin mining company based in Las Vegas, Nevada. Gryphon launched its mining operations in September 2021 upon the receipt of the first of 12 batches of 600 Bitmain S19j Pro Antminers. Gryphon has deployed a total of approximately 8,800 S19j Pro Antminers from Bitmain Technologies Limited (“Bitmain”) pursuant to the Bitmain Agreement (as defined below) and subsequent market purchases. Gryphon’s mission is to create a net carbon neutral bitcoin miner. Gryphon’s revenue model is to mine and hold bitcoin, and then sell only the bitcoin that is necessary to pay its operating expenses and to reinvest in operational expansion. The bitcoin that is sold to pay operating expenses and to reinvest in operational expansion is sold within a 24 hour time frame of receipt.
Current wording
Founded in October 2020, Gryphon is a bitcoin mining company based in Las Vegas, Nevada. Gryphon launched its mining operations in September 2021 upon the receipt of the first of 12 batches of 600 Bitmain S19j Pro Antminers. Gryphon has deployed a combined total of approximately 8,800 S19j Pro and S21 Antminers from Bitmain Technologies Limited. Gryphon’s mission is to create a net carbon neutral bitcoin miner. Gryphon’s revenue model is to mine and hold bitcoin, and then sell only the bitcoin that is necessary to pay its operating expenses and to reinvest in operational expansion. The bitcoin that is sold to pay operating expenses and to reinvest in operational expansion is sold within a 24-hour time frame of receipt.
Previous wording
For the three months ended March 31, 2024 and 2023, Gryphon mined approximately 142 and 212 bitcoins, respectively. While Gryphon does not have any plans to acquire digital assets other than bitcoin, it may do so in the future.
Current wording
For the three months ended June 30, 2024 and 2023, Gryphon mined approximately 84 and 187 bitcoins, respectively. For the six months ended June 30, 2024 and 2023, Gryphon mined approximately 227 and 399 bitcoins, respectively. While Gryphon does not have any plans to acquire digital assets other than bitcoin, it may do so in the future.
Previous wording
Below is a breakeven analysis of Gryphon’s mining operations:
Current wording
Below is a breakeven analysis of Gryphon’s mining operations for the three month periods ending June 30, 2024 and 2023:
Previous wording
The breakeven analysis is computed by taking the cost of revenues for the given period and dividing that sum by the number of Bitcoin Equivalent Coins Generated during the same period. For instance, in (Q1/23 the $2,737,000 cost of revenues is divided by the 221 Bitcoin Equivalent Coins Generated, resulting in an average of $12,385 per coin). The BTC Equivalent calculation labeled as “Total BTC Equiv” in the table, is determined by combining Gryphon’s bitcoin-mined during the period with the bitcoin equivalent amount of revenue earned from the Sphere MSA. To calculate the latter, the revenue earned from the Sphere MSA during the period is divided by the average bitcoin price as quoted by the Principal Market for that same period (labeled as “MSA BTC Equiv” in the table). The breakeven analysis is an operational metric that does not take capital expenditures or financing mechanics into consideration. The calculation only considers direct operational costs, such as electricity and hosting. The mining equipment was originally financed primarily through equity capital raises and cash flows resulting from the sale of bitcoin generating by mining operations. As of March 31, 2024, there are no financing agreements outstanding related to financing of mining equipment.
Current wording
The breakeven analysis is computed by taking the cost of revenues for the given period and dividing that sum by the number of Bitcoin Equivalent Coins Generated during the same period. For instance, in (Q2/23 the $4,963,000 cost of revenues is divided by the 200 Bitcoin Equivalent Coins Generated, resulting in an average of $14,115 per coin). The BTC Equivalent calculation labeled as “Total BTC Equiv” in the table, is determined by combining Gryphon’s bitcoin-mined during the period with the bitcoin equivalent amount of revenue earned from the Sphere MSA. To calculate the latter, the revenue earned from the Sphere MSA during the period is divided by the average bitcoin price as quoted by the Principal Market for that same period (labeled as “MSA BTC Equiv” in the table). The breakeven analysis is an operational metric that does not take capital expenditures or financing mechanics into consideration. The calculation only considers direct operational costs, such as electricity and hosting. The mining equipment was originally financed primarily through equity capital raises and cash flows resulting from the sale of bitcoin generating by mining operations. As of June 30, 2024, there are no financing agreements outstanding related to financing of mining equipment.
Previous wording
The breakeven cost of mining bitcoin is influenced primarily by two factors. First, the cost of electricity sourced from Gryphon’s hosting providers, which encompasses a combination of pass-through market electricity prices and profit-sharing arrangements. Second, it is affected by the global hashrate of the Bitcoin network. Over the twelve month period through the first quarter of 2024, the cost of electricity plus the profit-sharing arrangement in place with the hosting provider have continued to increase from $0.059 per kilowatt hour in the first quarter of 2023 to $0.082 per kilowatt hour in the first quarter of 2024. This increase is attributed to an increase in pass through energy prices over the twelve month period of 46%, resulting in a less cost-effective electricity supply. In addition, the global hashrate of the Bitcoin network has shown a consistent upward trend, with sequential increases of 18.9%, 9.1%, 21.6% and 19.0% over the last four quarters ending March 31, 2024. This increase in the global hashrate has led to fewer bitcoins being mined for the same amount of energy consumption. The combined effect of these changes in the two key cost drivers has resulted in an increase in the overall breakeven level as of March 31, 2024 compared to March 31, 2023.
Current wording
The breakeven cost of mining bitcoin is influenced primarily by two factors. First, the cost of electricity sourced from Gryphon’s hosting providers, which encompasses a combination of pass-through market electricity prices and profit-sharing arrangements. Second, it is affected by the global hashrate of the Bitcoin network. Over the twelve-month period through the second quarter of 2024, the cost of electricity plus the profit-sharing arrangement in place with the hosting provider have continued to increase from $0.0569 per kilowatt hour in the second quarter of 2023 to $0.0654 per kilowatt hour in the second quarter of 2024. This increase is attributed to an increase in pass through energy prices over the twelve-month period of 14.9%, resulting in a less cost-effective electricity supply. In addition, the global hashrate of the Bitcoin network has shown a consistent upward trend, with sequential increases of 9.1%, 21.6%, 19.0% and 6.7% over the last four quarters ending June 30, 2024. This increase in the global hashrate has led to fewer bitcoins being mined for the same amount of energy consumption. The combined effect of these changes in the two key cost drivers has resulted in an increase in the overall breakeven level as of June 30, 2024 compared to June 30, 2023.
Previous wording
On April 19, 2024, the Company commenced a new At The Market offering program with B. Riley Inc., Ladenburg Thalmann & Co. Inc., Kingswood Investments, a division of Kingswood Capital Partners, LLC, PI Financial (US ) Corp. and ATB Capital Markets USA Inc., each respectively acting as sales agents, under which the Company may offer and sell shares of its Common Stock from time to time through the sales agents having an aggregate offering price of up to $70,000,000. As of May 9, 2024, the Company had sold 32,032 shares under this program for total net proceeds of $44,958.
Current wording
On April 19, 2024, the Company commenced a new At The Market offering program with B. Riley Inc., Ladenburg Thalmann & Co. Inc., Kingswood Investments, a division of Kingswood Capital Partners, LLC, PI Financial (US ) Corp. and ATB Capital Markets USA Inc., each respectively acting as sales agents, under which the Company may offer and sell shares of its Common Stock from time to time through the sales agents having an aggregate offering price of up to $70,000,000. As of August 14, 2024, the Company had sold 1,075,021 shares under this program for total net proceeds of $1.24 million.
Previous wording
Professional fees increased to $1,048,000 for the three months ended March 31, 2024 from $442,000 for the three months ended March 31, 2023. The increase of approximately $606,000 was due to (i) an increase of approximately $115,000 for accounting-related services, (ii) an increase in legal fees of approximately $103,000, and (iii) $388,000 of professional fees related to the Merger.
Current wording
Professional fees increased to $1,939,000 for the six months ended June 30, 2024 from $1,147,000 for the six months ended June 30, 2023. The increase of $792,000 was due to (i) an increase of $140,000 for accounting-related services, (ii) an increase in legal fees of $264,000, and (iii) $388,000 of professional fees related to the Merger.
Previous wording
Salaries and wages increased to 233,000 for the three months ended March 31, 2024, from $129,000 for the three months ended March 31, 2023. The increase of 104,000 is due to the hiring three new directors and one additional employee.
Current wording
Salaries and wages increased to $454,000 for the six months ended June 30, 2024 from $302,000 for the six months ended June 30, 2023. The increase of $152,000 is due to compensation for three new directors and hiring one additional employee.
Previous wording
Other expenses decreased to $152,000 for the three months ended March 31, 2024 from $181,000 for the three months ended March 31, 2023. The decrease of $29,000 is attributable to an increase in payments of $106,000 to regulatory agencies offset by a reduction of $110,000 in franchise taxes refunds and a general decrease of approximately $25,000.
Current wording
Other expenses increased to $215,000 for the six months ended June 30, 2024 from $159,000 for the six months ended June 30, 2023. The increase of $56,000 is attributable to an increase in payments of $108,000 to regulatory agencies and a general decrease in other expenses of $52,000.
Previous wording
Stock-based compensation expense increased to approximately $208,000 for the three months ended March 31, 2024 from a benefit of approximately $(1,152,000) for the three months ended March 31, 2023, which related to forfeiture of stock-based compensation of approximately $1,910,000 in connection with termination of an employment agreement.
Current wording
Stock-based compensation expense increased to $348,000 for the six months ended June 30, 2024 from a benefit of $(1,021,000) for the six months ended June 30, 2023. The increase is due to a one time forfeiture of stock-based compensation of $1,910,000 in connection with termination of an employment agreement in the prior year period.
Previous wording
As of January 1, 2024, the Company implemented ASU No. 2023-08, Intangibles - Goodwill and Other - Crypto Assets (Topic 350-60) (“ASU 2023-08”): Accounting for and Disclosure of Crypto Assets. ASU 2023-08 requires entities to measure crypto assets that meet specific criteria at fair value with changes recognized in net income each reporting period. ASU 2023-08 requires an entity to present crypto assets measured at fair value separately from other intangible assets in the balance sheets and record changes from the remeasurement of crypto assets separately from changes in the carrying amounts of other intangible assets in the income statement. As of March 31, 2024, the Company recognized a $1,703,000 increase in the fair market value of its digital asset holdings.
Current wording
As of January 1, 2024, the Company implemented ASU No. 2023-08, Intangibles - Goodwill and Other - Crypto Assets (Topic 350-60) (“ASU 2023-08”): Accounting for and Disclosure of Crypto Assets. ASU 2023-08 requires entities to measure crypto assets that meet specific criteria at fair value with changes recognized in net income each reporting period. ASU 2023-08 requires an entity to present crypto assets measured at fair value separately from other intangible assets in the balance sheets and record changes from the remeasurement of crypto assets separately from changes in the carrying amounts of other intangible assets in the income statement. As of June 30, 2024, the Company recognized a $1,385,000 increase in the fair market value of its digital asset holdings.
Previous wording
For the three months ended March 31, 2024, unrealized (loss) gain on marketable securities was a loss of ($216,000), as compared to a gain of $63,000 for the three months ended March 31, 2023. The 2024 loss related to a decrease in the fair market value of the underlying securities held.
Current wording
For the six months ended June 30, 2024, unrealized loss on marketable securities was $272,000, as compared to a gain of $1,000 for the six months ended June 30, 2023. The loss for the six months ended June 30, 2024 related to a decrease in the fair market value of the underlying securities held.
Previous wording
During the three months ended March 31, 2023, the Company held manufacture discount coupons for the purchase of mining machines. The company sold third-party discount coupons for $266,000.
Current wording
During the six months ended June 30, 2023, the Company held third-party discount coupons for the purchase of mining machines. The Company sold these discount coupons for $267,000.
Previous wording
Three months ended March 31, 2024 compared to three ended months March 31, 2023
Current wording
Three months ended June 30, 2024 compared to three months ended June 30, 2023
Previous wording
Mining revenues increased to $7,490,000 for the three months ended March 31, 2024 from $4,840,000 for the three months ended March 31, 2023. The increase in mining revenue of approximately $2,650,000 is due to both an increase in the number of miners in operation and the average value of a Bitcoin. As of March 31, 2024, the Company had approximately 8,900 miners compared to approximately 7,400 as of March 31, 2023. The average value of Bitcoin for the three months ended March 31, 2024 was approximately $53,000 compared to $23,000 for the three months ended March 31, 2023, an increase of approximately $30,000, or 130%.
Current wording
Mining revenues increased to $5,515,000 for the three months ended June 30, 2024 from $4,963,000 for the three months ended June 30, 2023. The increase in mining revenues of $552,000 is due to both an increase in the number of miners in operation and the average value of a Bitcoin. As of June 30, 2024, the Company had approximately 8,800 miners compared to approximately 8,300 as of June 30, 2023. The average value of Bitcoin for the three months ended June 30, 2024 was $65,000 compared to $28,000 for the three months ended June 30, 2023, an increase of $38,000, or 134%.
Previous wording
Management services revenue decreased to $0 for the three months ended March 31, 2024, compared to $236,000 for the three months ended March 31, 2023. Management services revenue relates to the Sphere MSA, regarding which Sphere 3D delivered a termination notice to the Company on October 6, 2023. See Note 8 – Commitments and Contingencies.
Current wording
Management services revenue decreased to $0 for the three months ended June 30, 2024, compared to $320,000 for the three months ended June 30, 2023. Management services revenue relates to the Sphere MSA, regarding which Sphere 3D delivered a termination notice to the Company on October 6, 2023. See Note 8 - Commitments and Contingencies.
Previous wording
Cost of revenues increased to $4,837,000 for the three months ended March 31, 2024 from $2,737,000 for the three months ended March 31, 2023. The increase of approximately $2,100,000 was primarily attributable to (i) an increase in the deployment of miners, (ii) an increase in Bitcoin network hashrate, and (iii) higher energy costs.
Current wording
Cost of revenues increased to $3,803,000 for the three months ended June 30, 2024 from $2,823,000 for the three months ended June 30, 2023. The increase of $980,000 was primarily attributable to (i) an increase in the deployment of miners, (ii) an increase in Bitcoin network hashrate, and (iii) higher energy costs.
Previous wording
Investor and public relations expenses increased to $887,000 for the three months ended March 31, 2024, from 0 for the three months ended March 31, 2023. The increase is due to the Company’s merger, in February 2024, with a publicly held company. As a newly publicly held company, management hired consulting firms to increase the Company’s exposure to the public marketplace.
Current wording
Investor and public relations expense increased to $2,467,000 for the three months ended June 30, 2024 from $0 for the three months ended June 30, 2023. The increase is due to the Merger. As a newly public company, management hired consulting firms to increase the Company’s public exposure. Included in the $2.5 million of investor and public relations expense for the three months ended June 30, 2024 is $1.5 million of non-cash expense related to the fair value of common stock issued to consultants.
Previous wording
Insurance expense increased to $141,000 for the three months ended March 31, 2024 from $42,000 for the three months ended March 31, 2023. The increase of $99,000 was attributable to an increase in our insurance premiums to accommodate a publicly held Company.
Current wording
Insurance expense increased to $185,000 for the three months ended June 30, 2024 from $42,000 for the three months ended June 30, 2023. The increase of $143,000 was attributable to an increase in our insurance premiums as a result of becoming a public company.
Previous wording
Depreciation expense decreased to $3,247,000 for the three months ended March 31, 2024 from $3,981,000 for the three months ended March 31, 2023. During the year ended December 31, 2023, the Company assessed the need for an impairment write-down of mining equipment (held as fixed assets). In accordance with ASC 360-10, the Company determined that the fixed asset category had carrying values in excess of fair value. Accordingly, the Company recognized impairment charges, reducing its mining equipment’s depreciable basis. Therefore, the depreciation expense for the three months ended March 31, 2024 was reduced.
Current wording
Depreciation expense decreased to $3,292,000 for the three months ended June 30, 2024 from $3,858,000 for the three months ended June 30, 2023. During the year ended December 31, 2023, the Company assessed the need for an impairment write-down of mining equipment (held as fixed assets). In accordance with ASC 360-10, the Company determined that the fixed asset category had carrying values in excess of fair value. Accordingly, the Company recognized impairment charges, reducing its mining equipment’s depreciable basis. Therefore, the depreciation expense for the three months ended June 30, 2024 was reduced.
Previous wording
The impairment of digital assets decreased to $0 for the three months ended March 31, 2024, from $1,000 for the three months ended March 31, 2023.
Current wording
Impairment of digital assets decreased to $0 for the three months ended June 30, 2024 from $232,000 for the three months ended June 30, 2023.
Previous wording
The realized gain on the sale of digital assets was $0 for the three months ended March 31, 2024, compared to $157,000 for the three months ended March 31, 2023. With the implementation of ASU 2023-08, realized gains on the sale of digital assets will be eliminated since the digital assets will be marked to market prior the sale of the digital assets.
Current wording
Realized gain on the sale of digital assets was $0 for the three months ended June 30, 2024, compared to $169,000 for the three months ended June 30, 2023. With the implementation of ASU 2023-08, realized gains on the sale of digital assets will be eliminated since the digital assets will be marked to market prior to sale.
Previous wording
For the three months ended March 31, 2024, the realized gain from the use of digital assets was $0, compared to $2,881,000 for the three months ended March 31, 2023. With the implementation of ASU 2023-08, realized gains on the use of digital assets will be eliminated since the digital assets will be marked to market prior to sale.
Current wording
For the three months ended June 30, 2024, realized gain from the use of digital assets was $0, compared to $1,060,000 for the three months ended June 30, 2023. With the implementation of ASU 2023-08, realized gains on the use of digital assets will be eliminated since the digital assets will be marked to market prior to sale.
Previous wording
The Company has a note payable denominated in Bitcoin, which is accounted for under the fair value method of accounting. For the three months ended March 31, 2024, the Company recognized an expense of approximately $9,638,000, compared to an expense of $8,189,000 for the three months ended March 31, 2023.
Current wording
The Company has a note payable denominated in Bitcoin, which is accounted for under the fair value method of accounting. For the three months ended June 30, 2024, the Company recognized a $2,743,000 increase in the fair value of notes payable, compared to an $760,000 decrease for the three months ended June 30, 2023.
Previous wording
Interest expense increased to $330,000 for the three months ended March 31, 2024 from $190,000 for the three months ended March 31, 2023. The increase of $140,000 is primarily due to the modification agreement the Company entered into with the lender on March 29, 2023.
Current wording
Interest expense increased to $290,000 for the three months ended June 30, 2024 from $178,000 for the three months ended June 30, 2023. The increase of $112,000 is primarily due to the Amendment of the BTC Note on March 29, 2023.
Previous wording
The loss on disposal of asset was $0 for the three months ended March 31, 2024, as compared to $53,000 for the three months ended March 31, 2023. During the three months ended March 31, 2023, the Company disposed of mining equipment. During the three months ended March 31, 2024, the Company did not dispose of mining equipment.
Current wording
Loss on disposal of asset was $146,000 for the three months ended June 30, 2024, as compared to $0 for the three months ended June 30, 2023.
Previous wording
As of March 31, 2024 and December 31, 2023, the Company had cash and cash equivalents of $1,737,000 and $915,000, respectively, and an accumulated deficit of approximately $58,180,000 and $47,175,000, respectively. To date, the Company has financed its operations primarily through proceeds from the sales of its equity securities through private placements, borrowings pursuant to the Sphere 3D Note and the BTC Note, as amended, and cash flow from its digital currency mining operations (including revenue received under the Sphere 3D MSA).
Current wording
As of June 30, 2024 and December 31, 2023, the Company had cash and cash equivalents of $1,219,000 and $915,000, respectively, and an accumulated deficit of approximately $62,189,000 and $47,175,000, respectively. To date, the Company has financed its operations primarily through proceeds from the sales of its equity securities through private placements and it’s at-the-market program as described below, borrowings pursuant to the Sphere 3D Note and the BTC Note, as amended, and cash flow from its digital currency mining operations (including revenue received under the Sphere 3D MSA).
Previous wording
On April 19, 2024, we filed a prospectus supplement for the offering, issuance and sale of up to a maximum aggregate offering price of $70.0 million of common stock that may be issued and sold under an at-the-market issuance sales agreement with B. Riley Inc., Ladenburg Thalmann & Co. Inc., Kingswood Investments, a division of Kingswood Capital Partners, LLC, PI Financial (US ) Corp. and ATB Capital Markets USA Inc., each respectively acting as sales agents, (the "ATM"). We have used and intend to continue to use the net proceeds from the ATM for general corporate purposes, including without limitation, capital expenditures, funding potential acquisitions of additional new mining equipment, other potential acquisitions, investments in existing and future Bitcoin mining projects and repurchases and redemptions of our common stock and general working capital. The ATM will terminate upon the earlier of (i) the issuance and sale of all of the shares of the common stock subject to the conditions set forth in the ATM or (ii) termination of the ATM as otherwise permitted thereunder. The ATM may be terminated at any time by either the Company or any sales agent with respect to itself upon five days’ prior notice, or by the sales agents at any time in certain circumstances, including the occurrence of a material adverse effect on us. As of May 9, 2024, $69,955,042 in capacity remains under the ATM.
Current wording
On June 10, 2024, we filed a prospectus supplement for the offering, issuance and sale of up to a maximum aggregate offering price of $70.0 million of common stock that may be issued and sold under an at-the-market issuance sales agreement with Ladenburg Thalmann & Co. Inc., Kingswood Investments, a division of Kingswood Capital Partners, LLC, PI Financial (US ) Corp. and ATB Capital Markets USA Inc., each respectively acting as sales agents, (the “ATM”). We have used and intend to continue to use the net proceeds from the ATM for general corporate purposes, including without limitation, capital expenditures, funding potential acquisitions of additional new mining equipment, other potential acquisitions, investments in existing and future Bitcoin mining projects and repurchases and redemptions of our common stock and general working capital. The ATM will terminate upon the earlier of (i) the issuance and sale of all of the shares of the common stock subject to the conditions set forth in the ATM or (ii) termination of the ATM as otherwise permitted thereunder. The ATM may be terminated at any time by either the Company or any sales agent with respect to itself upon five days’ prior notice, or by the sales agents at any time in certain circumstances, including the occurrence of a material adverse effect on us. As of August 14, 2024, approximately $68.7 million in capacity remains under the ATM.
Previous wording
The following table provides detailed information about the Company’s net cash flow for the three months ended March 31:
Current wording
The following table provides detailed information about the Company’s net cash flow for the six months ended June 30:
Previous wording
Net cash used in operating activities was approximately $983,000 for the three months ended March 31, 2024, and consisted primarily of cash proceeds from the sale of digital currency of approximately $6,106,000, offset by cash expenditures for operating activities of approximately $7,089,000.
Current wording
Net cash used in operating activities was approximately $782,000 for the six months ended June 30, 2024, and consisted primarily of cash proceeds from the sale of digital currency of approximately $12,969,000, offset by cash expenditures for operating activities of approximately $13,751,000.
Previous wording
Net cash provided by operating activities was approximately $1,807,000 for the three months ended March 31, 2023, and consisted primarily of cash proceeds from the sale of digital currency of approximately $5,542,000, offset by cash expenditures for operating activities of approximately $3,735,000.
Current wording
Net cash provided by operating activities was approximately $2,676,000 for the six months ended June 30, 2023, and consisted primarily of cash proceeds from the sale of digital currency of approximately $9,155,000, offset by cash expenditures for operating activities of approximately $6,479,000.
Previous wording
Net cash used in investing activities was approximately $42,000 for the three months ended March 31, 2023, and consisted primarily of approximately $42,000 for the purchase of miners.
Current wording
Net cash used in investing activities was approximately $1,902,000 for the six months ended June 30, 2023, and consisted primarily of approximately $1,542,000 for the purchase of miners and cash disbursement of $360,000 for a refundable deposit
Previous wording
Net cash provided by financing activities was approximately $1,805,000 for the three months ended March 31, 2024, and consisted primarily of insurance premiums payments of $90,000 for the insurance payable, $1,395,000 of cash proceeds from issuance of the Company’s common stock offset by $500,000 of cash received from the acquisition of Akerna
Current wording
Net cash provided by financing activities was approximately $2,040,000 for the six months ended June 30, 2024, and consisted primarily of (i) insurance premiums payments of $279,000, (ii) $2,054,000 of cash proceeds from issuance of the Company’s common stock offset by the payment of $235,000 for costs related to the issuance of common stock, and $500,000 of cash received from the acquisition of Akerna.
Previous wording
Net cash used in financing activities was approximately $18,000 for the three months ended March 31, 2023, and consisted of insurance premiums payments of $18,000 for the insurance payable.
Current wording
Net cash used in financing activities was approximately $63,000 for the six months ended June 30, 2023, and consisted of issuance of a note payable of $65,000 for insurance premiums, $24,000 of payments for insurance premiums and a payment of $104,000 for modification of the BTC Note (as defined below).
Previous wording
The following is a reconciliation of our non-GAAP adjusted EBITDA to its most directly comparable GAAP measure (i.e., net income (loss)) for the periods indicated:
Current wording
The following is a reconciliation of our non-GAAP adjusted EBITDA to its most directly comparable GAAP measure (i.e., net income (loss)) for the six months ended June 30:
Rearranged current paragraphs (14)
Current report — wording carried from elsewhere
The following table shows the Company’s results of operations for the six months ended June 30:
Current report — wording carried from elsewhere
Mining revenues increased to $13,005,000 for the six months ended June 30, 2024 from $9,803,000 for the six months ended June 30, 2023. The increase in mining revenues of $3,202,000 is due to both an increase in the number of miners in operation and the average value of a Bitcoin. As of June 30, 2024, the Company had approximately 8,800 miners compared to approximately 8,300 as of June 30, 2023. The average value of Bitcoin for the six months ended June 30, 2024 was $59,000 compared to $26,000 for the six months ended June 30, 2023, an increase of $34,000, or 131%.
Current report — wording carried from elsewhere
Management services revenue decreased to $0 for the six months ended June 30, 2024, compared to $556,000 for the six months ended June 30, 2023. Management services revenue relates to the Sphere MSA, regarding which Sphere 3D delivered a termination notice to the Company on October 6, 2023. See Note 8 - Commitments and Contingencies.
Current report — wording carried from elsewhere
Cost of revenues increased to $8,640,000 for the six months ended June 30, 2024 from $5,560,000 for the six months ended June 30, 2023. The increase of $3,080,000 was primarily attributable to (i) an increase in the deployment of miners, (ii) an increase in Bitcoin network hashrate, and (iii) higher energy costs.
Current report — wording carried from elsewhere
General and administrative expenses are as follows for the six months ended June 30,
Current report — wording carried from elsewhere
Depreciation decreased to $6,539,000 for the six months ended June 30, 2024 from $7,839,000 for the six months ended June 30, 2023. During the year ended December 31, 2023, the Company assessed the need for an impairment write-down of mining equipment (held as fixed assets). In accordance with ASC 360-10, the Company determined that the fixed asset category had carrying values in excess of fair value. Accordingly, the Company recognized impairment charges, reducing its mining equipment’s depreciable basis. Therefore, the depreciation expense for the six months ended June 30, 2024 was reduced.
Current report — wording carried from elsewhere
Other (expense) income was as follows for the six months ended June 30,
Current report — wording carried from elsewhere
For the six months ended June 30, 2024, the realized gain from the use of digital assets was $0, compared to $3,800,000 for the six months ended June 30, 2023. With the implementation of ASU 2023-08, realized gains on the use of digital assets will be eliminated since the digital assets will be marked to market prior to sale.
Current report — wording carried from elsewhere
The Company has a note payable denominated in Bitcoin, which is accounted for under the fair value method of accounting. For the six months ended June 30, 2024, the Company recognized a $6,895,000 increase in the fair value of notes payable, compared to an $8,949,000 increase for the six months ended June 30, 2023.
Current report — wording carried from elsewhere
Loss on disposal of asset was $146,000 for the six months ended June 30, 2024, as compared to $53,000 for the six months ended June 30, 2023.
Current report — wording carried from elsewhere
As of January 1, 2024, the Company implemented ASU No. 2023-08, Intangibles - Goodwill and Other - Crypto Assets (Topic 350-60) (“ASU 2023-08”): Accounting for and Disclosure of Crypto Assets. ASU 2023-08 requires entities to measure crypto assets that meet specific criteria at fair value with changes recognized in net income each reporting period. ASU 2023-08 requires an entity to present crypto assets measured at fair value separately from other intangible assets in the balance sheets and record changes from the remeasurement of crypto assets separately from changes in the carrying amounts of other intangible assets in the income statement. As of June 30, 2024, the Company recognized a $318,000 decrease in the fair market value of its digital asset holdings.
Current report — wording carried from elsewhere
Realized gain on sale of digital assets
Current report — wording carried from elsewhere
Realized gain from use of digital assets
Current report — wording carried from elsewhere
Change in fair value of notes payable