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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 8, 2023
MARATHON
DIGITAL HOLDINGS, INC.
(Exact
Name of Registrant as Specified in Charter)
Nevada |
|
001-36555 |
|
01-0949984 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
101
NE Third Avenue, Suite 1200
Fort
Lauderdale, FL |
|
33301 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (800) 804-1690
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ☐
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock |
|
MARA |
|
The
Nasdaq Capital Market |
FORWARD-LOOKING
STATEMENTS
This
Form 8-K and other reports filed by Registrant from time to time with the Securities and Exchange Commission (collectively, the “Filings”)
contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available
to, Registrant’s management as well as estimates and assumptions made by Registrant’s management. When used in the Filings
the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,”
“plan” or the negative of these terms and similar expressions as they relate to Registrant or Registrant’s management
identify forward-looking statements. Such statements reflect the current view of Registrant with respect to future events and are subject
to risks, uncertainties, assumptions and other factors relating to Registrant’s industry, Registrant’s operations and results
of operations and any businesses that may be acquired by Registrant. Should one or more of these risks or uncertainties materialize,
or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated,
expected, intended or planned.
Although
Registrant believes that the expectations reflected in the forward-looking statements are reasonable, Registrant cannot guarantee future
results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the
United States, Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results.
ITEM
2.02 Results of Operations and Financial Condition
On
November 8, 2023, Marathon Digital Holdings, Inc. issued a press release announcing its financial results for the fiscal quarter ended
September 30, 2023. A copy of the press release is furnished as Exhibit 99.1 to this report.
In
accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall
not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration
statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in such filing.
ITEM
9.01 Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Date:
November 9, 2023
|
MARATHON
DIGITAL HOLDINGS, INC. |
|
|
|
|
By: |
/s/
Zabi Nowaid |
|
Name: |
Zabi
Nowaid |
|
Title: |
General
Counsel and Corporate Secretary |
Exhibit
99.1
Marathon
Digital Holdings Reports Third Quarter 2023 Results
Fort
Lauderdale, FL – November 8, 2023 – Marathon Digital Holdings, Inc. (NASDAQ: MARA) (“Marathon”
or “Company”), a leader in supporting and securing the Bitcoin ecosystem, reported its financial and operational results
for the quarter ended September 30, 2023.
Third
Quarter 2023 Financial Results
The
Company recorded net income of $64.1 million, or $0.35 per diluted share, during the three months ended September 30, 2023, compared
to a net loss of $72.5 million, or $0.62 loss per share, in the same period last year.
Revenues
were $97.8 million for the quarter, significantly above third quarter 2022 revenues of $12.7 million, as a 467% increase in bitcoin production
was amplified by 32% higher average bitcoin prices during the current year period.
Gains
on digital assets were $31.7 million in the quarter as the Company sold 66% of the bitcoin produced in the quarter to fund operating
costs. Realized gains were partially offset by higher impairment in the carrying value of digital assets, $11.9 million versus $1.4 million
in the prior-year period. This quarter also uniquely benefited from a $82.6 million gain from the extinguishment of debt while the year-ago
period included a $29.8 million gain on sale of equipment, a $25.0 million legal reserve, and a $39.0 million impairment due to vendor
bankruptcy, all of which did not reoccur in 2023.
Adjusted
EBITDA was $43.7 million in the current year period compared with a loss of $6.1 million in the prior year period. The year-over-year
increase was primarily due to improving profitability as total margin, excluding depreciation and amortization, improved to $38.2 million,
up from a loss of $1.1 million in the year-ago period. Reported adjusted EBITDA also benefited from $19.8 million of bitcoin gains net
of impairment losses versus a $1.4 million impairment loss in the third quarter of 2022.
Third
Quarter 2023 Production Highlights
| |
Year-over-Year Comparison | | |
Quarter-on-Quarter Comparison | |
Metric1 | |
Q3-23 | | |
Q3-22 | | |
% Δ | | |
Q3-23 | | |
Q2-23 | | |
% Δ | |
BTC Produced | |
| 3,490 | | |
| 616 | | |
| 467 | % | |
| 3,490 | | |
| 2,926 | | |
| 19 | % |
Average Bitcoin Produced per Day | |
| 37.9 | | |
| 6.7 | | |
| 467 | % | |
| 37.9 | | |
| 32.2 | | |
| 18 | % |
Share of available miner rewards | |
| 4.0 | % | |
| 0.7 | % | |
| 457 | % | |
| 4.0 | % | |
| 3.3 | % | |
| 24 | % |
Energized Hash Rate (EH/s) | |
| 19.1 | | |
| 3.8 | | |
| 403 | % | |
| 19.1 | | |
| 17.7 | | |
| 8 | % |
Avg Operational Hash Rate (EH/s) | |
| 14.2 | | |
| NA | | |
| | | |
| 14.2 | | |
| 12.1 | | |
| 18 | % |
Installed Hash Rate (EH/s) | |
| 23.1 | | |
| 3.8 | | |
| 508 | % | |
| 23.1 | | |
| 21.8 | | |
| 6 | % |
Management
Commentary
“We
made significant progress on our 2023 strategic priorities in the third quarter,” said Fred Thiel, Marathon’s chairman and
CEO. “First, we grew our energized hash rate 8% quarter-over-quarter to 19.1 exahashes. In addition, our new facility in Garden
City started energizing last week and is expected to be fully operational later this month. Second, we experienced significantly higher
uptime as optimization efforts helped increase our U.S. average operational hash rate 18% from last quarter to 14.2 exahashes. Third,
we energized our first joint venture and our first international location in the UAE. This initial success has helped open new opportunities,
and we recently entered into a new joint venture in Paraguay powered by hydroelectricity.
“In
preparation for next year’s halving, we took proactive measures to strengthen our financial position during the quarter. The $417
million note exchange completed in September reduced our long-term debt by 56% and captured a total of approximately $101 million in
cash savings for our shareholders. For the first time in two years, our combined cash and bitcoin holdings exceeded our debt at the quarter’s
end.
“Looking
ahead, we should reach 26 exahash by year-end 2023, and we expect to grow our hash rate by approximately 30% in 2024. We expect to continue
strengthening Marathon’s position as one of the largest and most energy-efficient Bitcoin mining operations globally.”
Q3
2023 Earnings Webcast and Conference Call
Marathon
Digital Holdings will hold a webcast and conference call today, November 8, at 4:30 p.m. Eastern time to discuss its financial results
for the quarter ended September 30, 2023.
To
register to participate in the conference call, or to listen to the live audio webcast, please use this link. The webcast will
also be broadcast live and available for replay via the investor relations section of the Company’s website.
Earnings
Webcast and Conference Call Details
Date:
Wednesday, November 8, 2023
Time:
4:30 p.m. Eastern time (1:30 p.m. Pacific time)
Registration
link: LINK
If
you have any difficulty connecting with the conference call, please contact Marathon’s investor relations team at ir@mara.com.
Investor
Notice
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 Item 1A of our most recent Annual Report on Form 10-K for
the fiscal year ended December 31, 2022, filed with the SEC on March 16, 2023. 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.
Future changes in the network-wide mining difficulty rate or Bitcoin hash rate may also materially affect the future performance of Marathon’s
production of bitcoin. Additionally, all discussions of financial metrics assume mining difficulty rates as of November 2023. See “Forward-Looking
Statements” below.
Forward-Looking
Statements
Statements
made in this press release 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. Forward-looking statements can be identified by the use of words such as “may,”
“will,” “plan,” “should,” “expect,” “anticipate,” “estimate,”
“continue,” or comparable terminology. Such 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 Reports on Form 10-K, as may be supplemented or amended by
the Company’s Quarterly Reports on Form 10-Q. The Company assumes no obligation to update or supplement forward-looking statements
that become untrue because of subsequent events, new information or otherwise.
About
Marathon Digital Holdings
Marathon
is a digital asset technology company that focuses on supporting and securing the Bitcoin ecosystem. The Company is currently in the
process of becoming one of the largest and most sustainably powered Bitcoin mining operations in North America.
Marathon
Digital Holdings Company Contact:
Telephone:
800-804-1690
Email:
ir@mara.com
Marathon
Digital Holdings Media Contact:
Email:
marathon@wachsman.com
MARATHON
DIGITAL HOLDINGS, INC.
CONSOLDATED
CONDENSED STATEMENTS OF OPERATIONS (unaudited)
(In
thousands, except share and per share amounts)
| |
Three months ended Sept 30, | | |
Nine months ended Sept 30, | |
| |
2023 | | |
2022 (restated) | | |
2023 | | |
2022 (restated) | |
| |
| | |
| | |
| | |
| |
Total revenues | |
$ | 97,849 | | |
$ | 12,690 | | |
$ | 230,740 | | |
$ | 89,336 | |
| |
| | | |
| | | |
| | | |
| | |
Costs and expenses | |
| | | |
| | | |
| | | |
| | |
Cost of revenues | |
| | | |
| | | |
| | | |
| | |
Energy, hosting and other costs | |
$ | (59,628 | ) | |
$ | (13,773 | ) | |
$ | (148,227 | ) | |
$ | (42,981 | ) |
Depreciation and amortization | |
| (53,548 | ) | |
| (26,295 | ) | |
| (108,556 | ) | |
| (64,882 | ) |
Total cost of revenues | |
| (113,176 | ) | |
| (40,068 | ) | |
| (256,783 | ) | |
| (107,863 | ) |
Operating expenses: | |
| | | |
| | | |
| | | |
| | |
General and administrative expenses | |
| (20,141 | ) | |
| (12,144 | ) | |
| (55,977 | ) | |
| (38,127 | ) |
Impairment of digital assets | |
| (11,885 | ) | |
| (1,375 | ) | |
| (26,399 | ) | |
| (156,500 | ) |
Gains on digital assets and gains (losses) on digital asset loan receivable | |
| 31,720 | | |
| - | | |
| 72,689 | | |
| (14,460 | ) |
Losses on digital assets held within investment fund | |
| - | | |
| - | | |
| - | | |
| (85,017 | ) |
Gain on sale of equipment, net of disposals | |
| - | | |
| 29,819 | | |
| - | | |
| 83,879 | |
Legal reserves | |
| - | | |
| (24,960 | ) | |
| - | | |
| (24,960 | ) |
Impairment of deposits due to vendor bankruptcy filing | |
| - | | |
| (7,987 | ) | |
| - | | |
| (7,987 | ) |
Impairment of patents | |
| - | | |
| - | | |
| - | | |
| (919 | ) |
Total operating expenses | |
| (306 | ) | |
| (16,647 | ) | |
| (9,687 | ) | |
| (244,091 | ) |
Operating loss | |
| (15,633 | ) | |
| (44,025 | ) | |
| (35,730 | ) | |
| (262,618 | ) |
Net gain from extinguishment of debt | |
| 82,600 | | |
| - | | |
| 82,267 | | |
| - | |
Equity in net earnings of unconsolidated affiliate | |
| (647 | ) | |
| - | | |
| (647 | ) | |
| - | |
Impairment of loan and investment due to vendor bankruptcy filing | |
| - | | |
| (31,013 | ) | |
| - | | |
| (31,013 | ) |
Interest expense | |
| (2,536 | ) | |
| (3,752 | ) | |
| (9,136 | ) | |
| (10,314 | ) |
Other non-operating income | |
| 426 | | |
| 238 | | |
| 1,366 | | |
| 620 | |
Income (loss) before income taxes | |
| 64,210 | | |
| (78,552 | ) | |
| 38,120 | | |
| (303,325 | ) |
Income tax (expense) benefit | |
| (73 | ) | |
| 6,090 | | |
| (351 | ) | |
| 901 | |
Net income (loss) | |
$ | 64,137 | | |
$ | (72,462 | ) | |
$ | 37,769 | | |
$ | (302,424 | ) |
Deemed dividend on Series A Preferred Stock | |
| - | | |
| - | | |
| (2,121 | ) | |
| - | |
Net income (loss) attributable to common shareholders | |
$ | 64,137 | | |
$ | (72,462 | ) | |
$ | 35,648 | | |
$ | (302,424 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net income (loss) per share, basic: | |
$ | 0.36 | | |
$ | (0.62 | ) | |
$ | 0.21 | | |
$ | (2.76 | ) |
Net income (loss) per share, diluted: | |
| 0.35 | | |
$ | (0.62 | ) | |
$ | 0.21 | | |
$ | (2.76 | ) |
Weighted average shares outstanding, basic: | |
| 179,602,722 | | |
| 116,533,816 | | |
| 169,162,821 | | |
| 109,492,865 | |
Weighted average shares outstanding, diluted: | |
| 189,506,521 | | |
| 116,533,816 | | |
| 169,162,821 | | |
| 109,492,865 | |
Supplemental Information: | |
Three months ended Sept 30, | | |
Nine months ended Sept 30, | |
(in thousands unless otherwise indicated) | |
2023 | | |
2022 (restated) | | |
2023 | | |
2022 (restated) | |
Operating Metrics: | |
| | | |
| | | |
| | | |
| | |
Bitcoin production during the period (in bitcoin) | |
| 3,490 | | |
| 616 | | |
| 8,610 | | |
| 2,582 | |
Average bitcoin production per day | |
| 37.9 | | |
| 6.7 | | |
| 31.5 | | |
| 9.5 | |
Total margin (revenues less total costs of revenues) | |
$ | (15,327 | ) | |
$ | (27,378 | ) | |
$ | (26,043 | ) | |
$ | (18,527 | ) |
Total margin excluding depreciation and amortization | |
| 38,221 | | |
| (1,083 | ) | |
| 82,513 | | |
| 46,355 | |
General and administrative expenses excluding stock-based compensation | |
| (14,630 | ) | |
| (8,721 | ) | |
| (42,070 | ) | |
| (19,251 | ) |
Installed Hash Rate (EH/s) at end of period1 | |
| 23.1 | | |
| 3.8 | | |
| | | |
| | |
Energized Hash Rate (EH/s) at end of period1 | |
| 19.1 | | |
| 3.8 | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | |
Adjusted EBITDA2 | |
| | | |
| | | |
| | | |
| | |
Net income (loss) | |
$ | 64,137 | | |
$ | (72,462 | ) | |
$ | 37,769 | | |
$ | (302,424 | ) |
Exclude: Interest expense | |
| 2,536 | | |
| 3,752 | | |
| 9,136 | | |
| 10,314 | |
Exclude: Income tax expense (benefit) | |
| 73 | | |
| (6,090 | ) | |
| 351 | | |
| (901 | ) |
EBIT | |
| 66,746 | | |
| (74,800 | ) | |
| 47,256 | | |
| (293,011 | ) |
Exclude: Depreciation and Amortization | |
| 54,032 | | |
| 26,295 | | |
| 109,040 | | |
| 64,882 | |
EBITDA | |
| 120,778 | | |
| (48,505 | ) | |
| 156,296 | | |
| (228,129 | ) |
Adjustments for non-cash and non-recurring items: | |
| | | |
| | | |
| | | |
| | |
Stock compensation expense, net of withholding tax | |
| 5,511 | | |
| 3,423 | | |
| 13,907 | | |
| 18,876 | |
Net gain on extinguishment of debt | |
| (82,600 | ) | |
| - | | |
| (82,267 | ) | |
| - | |
Impairment of loan and investment due to vendor bankruptcy filing | |
| - | | |
| 31,013 | | |
| - | | |
| 31,013 | |
Impairment of deposits due to vendor bankruptcy filing | |
| - | | |
| 7,987 | | |
| - | | |
| 7,987 | |
Impairment of patents | |
| - | | |
| - | | |
| - | | |
| 919 | |
Adjusted EBITDA | |
$ | 43,689 | | |
$ | (6,082 | ) | |
$ | 87,936 | | |
$ | (169,334 | ) |
(1)
The Company defines the Share of Available Miner Rewards as the total amount of block rewards including transaction fees that Marathon
earned during the period divided by the total amount of block rewards and transaction fees awarded by the Bitcoin network during the
period. The company defines Energized Hash Rate as the total hash rate that could theoretically be generated if all mining rigs that
have been operational / energized are currently in operation and running at 100% of the manufacturers’ specifications (includes
mining servers that are offline for maintenance or similar reasons). The Company uses this metric as an indicator of progress in bringing
rigs on-line. The Company defines Avg. Operational Hash Rate as the average hash rate that was actually generated during the period from
all operational miners. The Company uses this metric as an indicator of its operational progress. The Company defines Installed Hash
Rate as the sum of Energized Hash Rate and hash rate that has been installed but is not yet operational (e.g. mining rigs that have been
installed, but are not yet energized and in operation). The Company uses this metric as an indicator of progress in deploying mining
rigs at its production sites. Hash rates are estimates based on the manufacturers’ specifications. All figures are estimates and
rounded.
The
Company believes that these metrics are useful as an indicator of potential bitcoin production. However, these metrics cannot be tied
directly to any production level expected to be actually achieved as (a) there may be delays in the energization of Installed Hash Rate
(b) the Company cannot predict when installed and energized rigs may be offline for any reason, including curtailment or machine failure
and (c) the Company cannot predict Global Hash Rate (and therefore the Company’s share of the Global Hash Rate), which has significant
impact on the Company’s ability to generate bitcoin in any given period.
(2)
Non-GAAP Financial Measures
In
addition to our results determined in accordance with GAAP, the Company also provides adjusted EBITDA and total margin excluding depreciation
and amortization, which are non-GAAP measures. The Company provides investors with reconciliations from net loss to adjusted EBITDA and
total margin to total margin excluding depreciation and amortization as components of Management’s Discussion and Analysis. The
Company defines adjusted EBITDA as (a) GAAP net income (loss) plus (b) adjustments to add back the impacts of (1) depreciation and amortization,
(2) interest expense, (3) income tax expense (benefit) and (4) adjustments for non-cash and non-recurring items which currently include
(i) stock compensation expense, (ii) impairments of patents and (iii) gains and losses from extinguishment of debt. The Company defines
total margin excluding depreciation and amortization as (a) GAAP total margin less (b) depreciation and amortization.
Adjusted
EBITDA and total margin excluding depreciation and amortization are not financial measures of performance under GAAP and, as a result,
these measures may not be comparable to similarly titled measures of other companies. Non-GAAP financial measures are subject to material
limitations as they are not in accordance with, or a substitute for, measurements prepared in accordance with GAAP. These non-GAAP measures
are not meant to be considered in isolation and should be read only in conjunction with our Interim Reports on Form 10-Q and our Annual
Reports on Form 10-K as filed with the Securities and Exchange Commission. Management uses adjusted EBITDA, total margin excluding depreciation
and amortization, and the supplemental information provided herein as a means of understanding, managing, and evaluating business performance
and to help inform operating decision making. The Company relies primarily on our condensed consolidated financial statements to understand,
manage, and evaluate our financial performance and use the non-GAAP financial measures only supplementally.
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