EX-99 2 clsk-ex99_1.htm EX-99.1 EX-99

 

Exhibit 99.1

CleanSpark Reports Second Quarter FY2023 Financial Results

Second quarter revenue of $42.5 million, GAAP net loss of $(18.5) million and Adjusted EBITDA of $12.7 million; Mined 1,871 Bitcoin, a 109% increase over same prior year period

LAS VEGAS, MAY 10, 2023 -- CleanSpark, Inc. (Nasdaq: CLSK) (the "Company"), America's Bitcoin Miner™, today reported financial results for the three and six months ended March 31, 2023.

“This has been a quarter of execution as we’ve made major progress toward achieving our stated year-end target of 16 EH/s,” said Chief Executive Officer Zach Bradford. “Our planned expansions are proceeding according to timelines, with Washington expected to be fully operational next month and with the Sandersville land already graded and ready to start construction. Importantly, we’ve acquired 99% of the machines, either under contract or in transit, to fill these facilities. The addition of these machines into our fleet, most of which are Bitmain’s XPs, are expected to make us one of the most efficient miners on the network, positioning us to take optimal advantage of halving next year.”

“The rebound in bitcoin prices translated to greater gross profit margins and cash flow in the second quarter,” said Chief Financial Officer Gary A. Vecchiarelli. “Our increased gross profit margins and stable cost structure resulted in 30% adjusted EBITDA margins and will also help grow our bitcoin balance going forward.”

Q2 Financial Highlights

Financial Results for the Three Months Ended March 31, 2023

Revenues for the quarter were $42.5 million, an increase of $5.3 million, or 14%, from $37.2 million for the same prior year period.
The Company recognized a GAAP net loss for the three months ended March 31, 2023, of $(18.5) million, compared to a GAAP net loss of $(0.2) million for the same prior year period.
Adjusted EBITDA* decreased to $12.7 million, compared to Adjusted EBITDA of $19.6 million from the same prior year period.
The Company saw sequential revenues increase in the second quarter of fiscal 2023 compared to the fiscal quarter ended December 31, 2022. Revenues increased $14.7 million, or 53%, from the preceding first quarter. GAAP net loss for the second quarter was $(18.5) million, decreasing $10.5 million from the first quarter GAAP net loss of $(29.0) million. Adjusted EBITDA was $12.7 million, compared to $(1.9) million in the preceding first quarter.

Balance Sheet Highlights as of March 31, 2023

 


 

Assets

Cash: $10.3M
Bitcoin: $5.3M
Total Current Assets: $32.9M
Total Mining Assets (including prepaid deposits & miners, net of accumulated depreciation): $367.9M
Total Assets: $531.6M

Liabilities and Stockholders' Equity

Current Liabilities: 41.3M
Total Liabilities: 57.7M
Total Stockholders' Equity: 473.9M

The Company’s liquidity, in cash and bitcoin, was approximately $15.6 million as of March 31, 2023. The Company’s debt totaled $17.6 million at March 31, 2023, as the Company paid down $1.9 million or approximately 11% of its outstanding debt in the second quarter.

*See “Non-GAAP Measure” and “Reconciliation of Adjusted EBITDA” below.

Investor Conference Call and Webcast

The Company will hold its second quarter 2023 earnings presentation and business update for investors and analysts today, May 10, 2023, at 1:30 p.m. PT / 4:30 p.m. ET.

Webcast URL: https://www.cleanspark.com/investor-relations/clsk-earnings

The webcast will be accessible for at least 30 days on the Company's website and a transcript of the call will be available on the Company's website following the call.

About CleanSpark

CleanSpark (NASDAQ: CLSK) is America’s Bitcoin Miner. Since 2014, we’ve helped people achieve energy independence for their homes and businesses. In 2020, we transitioned that expertise to develop sustainable infrastructure for Bitcoin, an essential tool for financial independence and inclusion. We strive to leave the planet better than we found it by sourcing and investing in low-carbon energy, like wind, solar, nuclear, and hydro. We cultivate trust and transparency among our employees, the communities we operate in, and the people around the world who depend on Bitcoin. CleanSpark holds the 44th spot on the Financial Times' 2022 List of the 500 Fastest Growing Companies in the Americas and ranks thirteenth on Deloitte’s Fast 500. For more information about CleanSpark, please visit our website at www.cleanspark.com.

Forward-Looking Statements

 


 

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding expectations for growth in the Company’s bitcoin holdings and other statements regarding the Company's expectations, beliefs, plans, intentions, and strategies. The Company has tried to identify these forward-looking statements by using words such as "expect," "anticipate," "believe," "could," "should," "estimate," "intend," "may," "will," "plan," "goal" and similar terms and phrases, but such words, terms and phrases are not the exclusive means of identifying such statements. We have based these forward-looking statements largely on the Company’s current expectations and projections about future events and financial trends that we believe may affect the Company’s business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to: the success of the Company’s bitcoin mining activities; the volatility of bitcoin value and energy prices; disruptions in the crypto asset markets; market perception of the Company’s business and the crypto asset markets generally; increasing difficulty rates for bitcoin mining; bitcoin halving; new or additional governmental regulation; the anticipated delivery dates of new miners; the ability to successfully deploy new miners; the dependency on utility rate structures and government incentive programs; dependency on third-party power providers for expansion efforts and power rates; the ability to successfully integrate newly acquired operations; the risk that future revenue growth may not be realized; the impact of global pandemics (including COVID-19) and inflation on logistics and shipping; security and cybersecurity threats and hacks; and other risks described in the Company's prior press releases and in its filings with the Securities and Exchange Commission (SEC), including under the heading "Risk Factors" in the Company's Annual Report on Form 10-K and any subsequent filings with the SEC. The forward-looking statements in this release are inherently uncertain, and investors are cautioned not to unduly rely upon these statements. We undertake no obligation to revise or update these forward-looking statements or any of the foregoing factors, except as expressly required by applicable law.

Non-GAAP Measure

The Company presents adjusted EBITDA, which is not a measurement of financial performance under generally accepted accounting principles in the United States ("GAAP"). The Company’s non-GAAP "Adjusted EBITDA" excludes (i) impacts of interest, taxes, and depreciation; (ii) the Company’s share-based compensation expense, unrealized gains/losses on securities, and, changes in the fair value of contingent consideration with respect to previously completed acquisitions, all of which are non-cash items that the Company believes are not reflective of the Company’s general business performance, and for which the accounting requires management judgment, and the resulting expenses could vary significantly in comparison to other companies; (iii) non-cash impairment losses related to long-lived assets (including goodwill); (iv) realized gains and losses on sales of equity securities, the amounts of which are directly related to the unrealized gains and losses that are also excluded; (v) legal fees related to litigation and various transactions, which fees management does not believe are reflective of the Company’s ongoing

 


 

operating activities; (vi) gains and losses on disposal of assets, the majority of which are related to obsolete or unrepairable machines that are no longer deployed; (vii) gains and losses related to discontinued operations that would not be applicable to the Company’s future business activities; and (viii) severance expenses. The Company previously excluded non-cash impairment losses related to digital assets and realized gains and losses on sales of bitcoin from our calculation of adjusted EBITDA, but has determined such items are part of the Company’s normal ongoing operations and will no longer be excluding them from our calculation of adjusted EBITDA.

Management believes that providing this non-GAAP financial measure that excludes these items allows for meaningful comparisons between the Company's core business operating results and those of other companies, and provides the Company with an important tool for financial and operational decision making and for evaluating its own core business operating results over different periods of time. In addition to management's internal use of non-GAAP adjusted EBITDA, management believes that adjusted EBITDA is also useful to investors and analysts in comparing the Company’s performance across reporting periods on a consistent basis. Management believes the foregoing to be the case even though some of the excluded items involve cash outlays and some of them recur on a regular basis (although management does not believe any of such items are normal operating expenses necessary to generate our bitcoin related revenues). For example, the Company expects that share-based compensation expense, which is excluded from adjusted EBITDA, will continue to be a significant recurring expense over the coming years and is an important part of the compensation provided to certain employees, officers, and directors. Additionally, management does not consider any of the excluded items to be expenses necessary to generate the Company’s bitcoin related revenue.

The Company's adjusted EBITDA measure may not be directly comparable to similar measures provided by other companies in our industry, as other companies in the Company’s industry may calculate non-GAAP financial results differently. The Company's adjusted EBITDA is not a measurement of financial performance under GAAP and should not be considered as an alternative to operating (loss) income or any other measure of performance derived in accordance with GAAP. Although management utilizes internally and presents adjusted EBITDA, the Company only utilizes that measure supplementally and does not consider it to be a substitute for, or superior to, the information provided by GAAP financial results.

Accordingly, adjusted EBITDA is not meant to be considered in isolation of, and should be read in conjunction with, the information contained in the Company’s Consolidated Financial Statements, which have been prepared in accordance with GAAP.

 

 


 

CLEANSPARK, INC.

CONSOLIDATED BALANCE SHEETS

($ in thousands, except par value and share amounts)

 

 

 

March 31,
2023

 

 

September 30,
2022

 

 

(Unaudited)

 

 

 

 

ASSETS

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

10,345

 

 

$

20,463

 

Accounts receivable, net

 

 

47

 

 

 

27

 

Inventory

 

 

746

 

 

 

216

 

Prepaid expense and other current assets

 

 

8,702

 

 

 

7,931

 

Bitcoin

 

 

5,267

 

 

 

11,147

 

Derivative investment asset

 

 

1,741

 

 

 

2,956

 

Investment in debt security, AFS, at fair value

 

 

668

 

 

 

610

 

Current assets held for sale

 

 

5,390

 

 

 

7,426

 

Total current assets

 

$

32,906

 

 

$

50,776

 

 

 

 

 

 

 

Property and equipment, net

 

$

440,253

 

 

$

376,781

 

Operating lease right of use asset

 

 

5,402

 

 

 

551

 

Intangible assets, net

 

 

5,696

 

 

 

6,485

 

Deposits on mining equipment

 

 

34,020

 

 

 

12,497

 

Other long-term asset

 

 

4,640

 

 

 

3,990

 

Goodwill

 

 

8,043

 

 

 

 

Long-term assets held for sale

 

 

593

 

 

 

1,545

 

Total assets

 

$

531,553

 

 

$

452,625

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

31,334

 

 

$

24,662

 

Operating lease liability

 

 

119

 

 

 

113

 

Finance lease liability

 

 

216

 

 

 

260

 

Contingent consideration

 

 

2,000

 

 

 

 

Current portion of long-term loans payable

 

 

7,248

 

 

 

7,786

 

Dividends payable

 

 

21

 

 

 

21

 

Current liabilities held for sale

 

 

344

 

 

 

1,199

 

Total current liabilities

 

$

41,282

 

 

$

34,041

 

Long-term liabilities

 

 

 

 

 

 

Operating lease liability, net of current portion

 

 

5,522

 

 

 

447

 

Finance lease liability, net of current portion

 

 

71

 

 

 

180

 

Loans payable, net of current portion

 

 

10,371

 

 

 

13,433

 

Long-term liabilities held for sale

 

 

426

 

 

 

512

 

Total liabilities

 

$

57,672

 

 

$

48,613

 

 

 


 

CLEANSPARK, INC.

CONSOLIDATED BALANCE SHEETS (continued)

($ in thousands, except par value and share amounts

 

 

 

March 31,
2023

 

 

September 30,
2022

 

 

(Unaudited)

 

 

 

 

Stockholders' equity

 

 

 

 

 

 

Common stock; $0.001 par value; 300,000,000 shares authorized; 96,950,555 and
   55,661,337 shares issued and outstanding, respectively

 

 

97

 

 

 

56

 

Preferred stock; $0.001 par value; 10,000,000 shares authorized; Series A
   shares; 2,000,000 authorized; 1,750,000 and 1,750,000 issued and outstanding, respectively

 

 

2

 

 

 

2

 

Additional paid-in capital

 

 

717,159

 

 

 

599,898

 

Accumulated other comprehensive income

 

 

168

 

 

 

110

 

Accumulated deficit

 

 

(243,545

)

 

 

(196,054

)

Total stockholders' equity

 

 

473,881

 

 

 

404,012

 

 

 

 

 

 

 

Total liabilities and stockholders' equity

 

$

531,553

 

 

$

452,625

 

 

 


 

CLEANSPARK, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(Unaudited, in thousands, except per share and share amounts)

 

 


 

 

 

For the three months ended

 

 

For the six months ended

 

 

March 31,
2023

 

 

March 31,
2022

 

 

March 31,
2023

 

 

March 31,
2022

 

Revenues, net

 

 

 

 

 

 

 

 

 

 

 

 

Bitcoin mining revenue, net

 

$

42,488

 

 

$

36,965

 

 

$

70,234

 

 

$

73,940

 

Other services revenue

 

 

58

 

 

 

233

 

 

 

131

 

 

 

383

 

Total revenues, net

 

$

42,546

 

 

$

37,198

 

 

$

70,365

 

 

$

74,323

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues (exclusive of depreciation and amortization shown below)

 

 

22,082

 

 

 

8,684

 

 

 

42,498

 

 

 

14,320

 

Professional fees

 

 

3,750

 

 

 

1,059

 

 

 

6,581

 

 

 

4,161

 

Payroll expenses

 

 

9,750

 

 

 

8,806

 

 

 

19,552

 

 

 

16,134

 

General and administrative expenses

 

 

4,329

 

 

 

2,773

 

 

 

8,053

 

 

 

4,589

 

Loss (gain) on disposal of assets

 

 

3

 

 

 

(921

)

 

 

3

 

 

 

(643

)

Other impairment expense (related to bitcoin)

 

 

194

 

 

 

812

 

 

 

277

 

 

 

7,034

 

Realized (gain) loss on sale of bitcoin

 

 

(1,422

)

 

 

2,734

 

 

 

(905

)

 

 

(7,261

)

Depreciation and amortization

 

 

21,346

 

 

 

10,452

 

 

 

40,675

 

 

 

17,879

 

Total costs and expenses

 

$

60,032

 

 

$

34,399

 

 

$

116,734

 

 

$

56,213

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) Income from operations

 

 

(17,486

)

 

 

2,799

 

 

 

(46,369

)

 

 

18,110

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

Other income

 

 

11

 

 

 

308

 

 

 

11

 

 

 

308

 

Change in fair value of contingent consideration

 

 

 

 

 

291

 

 

 

485

 

 

 

346

 

Realized gain on sale of equity security

 

 

 

 

 

 

 

 

 

 

 

1

 

Unrealized loss on equity security

 

 

 

 

 

 

 

 

 

 

 

(2

)

Unrealized (loss) gain on derivative security

 

 

56

 

 

 

(1,410

)

 

 

(1,215

)

 

 

(1,111

)

Interest income

 

 

52

 

 

 

52

 

 

 

122

 

 

 

85

 

Interest expense

 

 

(799

)

 

 

(8

)

 

 

(1,688

)

 

 

(61

)

Total other (expense) income

 

 

(680

)

 

 

(767

)

 

 

(2,285

)

 

 

(434

)

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) Income before income tax (expense) or benefit

 

 

(18,166

)

 

 

2,032

 

 

 

(48,654

)

 

 

17,676

 

Income tax expense

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) income from continuing operations

 

$

(18,166

)

 

$

2,032

 

 

$

(48,654

)

 

$

17,676

 

 

 

 

 

 

 

 

 

 

 

 

 

Discontinued operations

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from discontinued operations

 

$

(294

)

 

$

(2,203

)

 

$

1,163

 

 

$

(3,361

)

Income tax (expense) or benefit

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) on discontinued operations

 

$

(294

)

 

$

(2,203

)

 

$

1,163

 

 

$

(3,361

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income

 

$

(18,460

)

 

$

(171

)

 

$

(47,491

)

 

$

14,315

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

Preferred stock dividends

 

 

 

 

 

20

 

 

 

 

 

 

335

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income attributable to common shareholders

 

$

(18,460

)

 

$

(191

)

 

$

(47,491

)

 

$

13,980

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income

 

 

29

 

 

 

28

 

 

 

58

 

 

 

46

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive (loss) income attributable to common shareholders

 

$

(18,431

)

 

$

(163

)

 

$

(47,433

)

 

$

14,026

 

 

CLEANSPARK, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (continued)

(Unaudited, in thousands, except per share and share amounts)

 

 

 

For the three months ended

 

 

For the six months ended

 

 

March 31,
2023

 

 

March 31,
2022

 

 

March 31,
2023

 

 

March 31,
2022

 

(Loss) income from continuing operations per common share - basic

 

$

(0.23

)

 

$

0.05

 

 

$

(0.66

)

 

$

0.42

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding - basic

 

 

80,469,471

 

 

 

41,336,342

 

 

 

73,450,877

 

 

 

40,802,319

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) income from continuing operations per common share - diluted

 

 

(0.23

)

 

 

0.05

 

 

 

(0.66

)

 

 

0.42

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding - diluted

 

 

80,469,471

 

 

 

41,395,075

 

 

 

74,032,082

 

 

 

40,861,052

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) income on discontinued operations per common share - basic

 

$

(0.00

)

 

$

(0.05

)

 

$

0.02

 

 

$

(0.08

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding - basic

 

 

80,469,471

 

 

 

41,336,342

 

 

 

73,450,877

 

 

 

40,802,319

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) income on discontinued operations per common share - diluted

 

$

(0.00

)

 

$

(0.05

)

 

$

0.02

 

 

$

(0.08

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding - diluted

 

 

80,469,471

 

 

 

41,395,075

 

 

 

74,032,082

 

 

 

40,861,052

 

 

 

 

 

 

 


 

CLEANSPARK, INC.

RECONCILIATION OF ADJUSTED EBITDA

(UNAUDITED)

 

 

 

Three Months Ended March 31,

 

 

2023

 

 

2022

 

Revenues, net

 

 

 

 

 

 

Bitcoin mining, net

 

$

42,488

 

 

$

36,965

 

Other services revenue

 

 

58

 

 

 

233

 

Total revenues, net

 

$

42,546

 

 

$

37,198

 

 

 

 

 

 

 

Net (loss) income

 

$

(18,460

)

 

$

(171

)

Adjustments:

 

 

 

 

 

 

 

 

Loss on discontinued operations

 

$

294

 

 

$

2,203

 

Depreciation and amortization

 

 

21,346

 

 

 

10,452

 

Share-based compensation expense

 

 

5,743

 

 

 

6,554

 

Change in fair value of contingent consideration

 

 

 

 

 

(291

)

Unrealized (gain) loss on derivative security

 

 

(56

)

 

 

1,410

 

Interest income

 

 

(52

)

 

 

(52

)

Interest expense

 

 

799

 

 

 

8

 

Loss (gain) on disposal of assets

 

 

3

 

 

 

(921

)

Litigation related expenses

 

3,056

 

 

116

 

Legal fees related to financing & business development transactions

 

48

 

 

41

 

Severance related expenses

 

 

 

289

 

Total Adjusted EBITDA*

 

$

12,721

 

 

$

19,638

 

 

 

 

 

 

 

 

 

 

Three months ended

December 31, 2022

 

 

Revenues, net

 

 

 

 

Bitcoin mining, net

 

$

27,746

 

 

Other services revenue

 

 

73

 

 

Total revenues, net

 

$

27,819

 

 

 

 

 

 

Net loss

 

$

(29,031

)

 

Adjustments:

 

 

 

 

 

Gain on discontinued operations

 

$

(1,457

)

 

Depreciation and amortization

 

 

19,329

 

 

Share-based compensation expense

 

 

5,878

 

 

Change in fair value of contingent consideration

 

 

(485

)

 

Unrealized loss on derivative security

 

 

1,271

 

 

Interest income

 

 

(70

)

 

Interest expense

 

 

889

 

 

Litigation related expenses

 

 

1,163

 

 

Legal fees related to financing & business development transactions

 

542

 

 

Total Adjusted EBITDA

 

$

(1,971

)

 

 

 

 

 

 

* Does not exclude non-cash impairment losses related to digital assets in the amounts of $194, $812 and $83 for three months ended March 31, 2023, the three months ended March 31, 2022, and the three months ended December 31, 2022, respectively, or realized gains (losses) on sales of bitcoin in the amounts of $1,422, ($2,734) and ($517) for three months ended March 31, 2023, the three months ended March 31, 2022 and the three months ended December 31, 2022, respectively.

 

 


 

Investor Relations Contact
Matt Schultz, Executive Chairman
ir@cleanspark.com

Media Contacts
Isaac Holyoak
pr@cleanspark.com

BlocksBridge Consulting
Nishant Sharma
cleanspark@blocksbridge.com