Note 7. Investments in Marketable Equity Securities

On June 28, 2022, the Company sold 800,000 shares of Mogo Inc. (“Mogo”) at a net sales price of $0.88 per share, received proceeds of approximately $0.7 million and recognized a realized loss of approximately $1.6 million. During the three months ended September 30, 2022, the Company recorded an unrealized gain of approximately $0.1 million and during the nine months ended September 30, 2022, recorded an unrealized loss of $6.3 million on the remaining 2.4 million shares of Mogo, based on the closing price per share of Mogo common stock on the Nasdaq Stock Market on September 30, 2022 of $0.92. During the three and nine months ended September 30, 2021, the Company recorded unrealized losses of $11.2 million and $10.8 million, respectively, on its original 3.2 million shares of Mogo. The daily share price of Mogo is extremely volatile and the value may be more or less than the amount recorded as of September 30, 2022.

Note 8. Property and Equipment 

Property and equipment: 

Property and equipment consisted of the following as of September 30, 2022 and December 31, 2021:

		Life (Years)				September 30, 2022				December 31, 2021
Buildings and building improvements			10-25			$	187,596			$	88,808
Land rights and land improvements			n/a				10,089				—
Miners and mining equipment			2				400,892				87,921
Machinery and facility equipment			5-7				22,670				15,613
Office and computer equipment			3				1,233				1,007
Construction in progress							107,744				113,598
Total cost of property and equipment							730,224				306,947
Less accumulated depreciation							(80,033	)			(30,467	)
Property and equipment, net						$	650,191			$	276,480

As of September 30, 2022, the Company had deployed a total of 55,728 miners in its mining operation, all at the Rockdale Facility.

During the nine months ended September 30, 2022, the Company paid approximately $194.9 million as deposits, primarily for ASIC miners, which are scheduled to be shipped monthly through December 2022. During the nine months ended September 30, 2022, the Company reclassified $288.1 million to property and equipment in connection with the deployment of miners at the Rockdale Facility.

 

Riot Blockchain, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited) 

  

During the nine months ended September 30, 2022, the Company elected not to renew its co-location mining services agreement with Coinmint, which was therefore terminated automatically by its terms, effective as of July 8, 2022. In connection with the termination of its agreement with Coinmint, the Company arranged for the transfer of the miners it was operating at Coinmint’s Massena, New York facility (the “Coinmint Facility”) to the Company’s Rockdale Facility. The Company also entered into an equipment exchange agreement (the “Swap Agreement”) with a third-party Bitcoin mining company (the “Counterparty”) whereby Riot transferred approximately 5,700 of the Antminer model S19 Pro miners it had previously deployed at the Coinmint Facility to the Counterparty in exchange for the Counterparty delivering 5,000 factory-new Antminer model S19j Pro miners to Riot at the Rockdale Facility. Pursuant to the Swap Agreement, the miner exchange occurred in two stages. The first exchange occurred in June 2022, and the second exchange occurred in July 2022. After completing the transfer of the miners to the Counterparty under the Swap Agreement, the Company relocated the balance of the miners it had deployed at the Coinmint Facility to the Rockdale Facility. In accordance with ASC 610-20, Sales and transfers of nonfinancial assets, (“ASC 610-20”), during the three and nine months ended September 30, 2022, the Company recognized a gain on exchange of equipment of $7.7 million and $16.3 million, respectively, associated with the miners exchanged in June and July.

During the year ended December 31, 2021, the Company entered into six additional purchase agreements with Bitmain Technologies Ltd. (“Bitmain”) to acquire 52,500 Antminer model S19j miners and 30,000 of their latest Antminer model S19XP miners for a combined total purchase price of approximately $535.0 million. Pursuant to these agreements and as of September 30, 2022, approximately $44.9 million remains payable to Bitmain in installments in advance of shipment of the miners, subject to future adjustments as provided in the contracts. Shipment is scheduled to occur on a monthly basis through December 2022.

Depreciation and amortization expense related to property and equipment totaled approximately $26.2 million and $7.3 million for the three months ended September 30, 2022 and 2021, respectively, and approximately $60.3 million and $15.0 million for the nine months ended September 30, 2022 and 2021, respectively.

Depreciation is computed on the straight-line basis for the periods the assets are in service.

Riot Blockchain, Inc. and Subsidiaries

 

Commitment:

As of September 30, 2022, the Company had outstanding executed purchase agreements for the purchase of miners from Bitmain for a total of approximately 12,097 new model S19j Pro miners and 19,947 new model S19XP miners. Miners are scheduled to be shipped through December 2022. Pursuant to these agreements, approximately $44.9 million remains payable to Bitmain, subject to future adjustments as provided in the contracts. A summary of the purchase agreement commitments, deposits paid and expected delivery timing (remaining balances are payable in advance of shipping) is summarized as follows (in thousands):

Agreement Date (1)			Original Purchase Commitment				Open Purchase Commitment				Deposit Balance			Expected Shipping
April 5, 2021		$	138,506			$	10,395			$	53,070			Fourth Quarter 2022
October 29, 2021			56,250				(422	)			1,609			Fourth Quarter 2022
November 22, 2021			32,550				2,969				21,938			Fourth Quarter 2022
December 10, 2021			97,650				11,865				65,814			Fourth Quarter 2022
December 24, 2021			202,860				20,118				134,904			Fourth Quarter 2022
Total		$	527,816			$	44,925			$	277,335

⁽¹⁾ Pursuant to the Company’s agreements with Bitmain, among other provisions, the Company is responsible for all shipping charges incurred in connection with the delivery of the miners.

Note 9. Intangible Assets and Goodwill

Intangible Assets, net:

Intangible assets consisted of the following as of September 30, 2022 and December 31, 2021:

		Gross book value				Accumulated amortization				Net book value				Weighted-average life (years)
Customer contracts		$	6,300			$	(417	)		$	5,883				10
Trademark			5,000				(517	)			4,483				10
UL Listings			2,700				(188	)			2,512				12
Patents			561				(422	)			139				Various
Intangible assets, net as of September 30, 2022		$	14,561			$	(1,544	)		$	13,017

  

		Gross book value				Accumulated amortization				Net book value				Weighted-average life (years)
Customer contracts		$	6,300			$	(51	)		$	6,249				10
Trademark			5,000				(42	)			4,958				10
UL Listings			2,700				(19	)			2,681				12
Patents			742				(468	)			274				Various
Intangible assets, net as of December 31, 2021		$	14,742			$	(580	)		$	14,162

 

The intangible assets are amortized over their respective original useful lives. The Company recorded amortization expense of $0.4 million and $4.9 million for the three months ended September 30, 2022 and 2021, respectively, and $1.1 million and $5.8 million for the nine months ended September 30, 2022 and 2021, respectively.

 

 

 

Riot Blockchain, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited) 

  

The estimated future amortization expense associated with intangible assets is as follows:

 

		Estimated amortization expense
For the three months ending December 31, 2022		$	694
For the year ending December 31, 2023			1,386
For the year ending December 31, 2024			1,377
For the year ending December 31, 2025			1,376
For the year ending December 31, 2026			1,374
For the year ending December 31, 2027			1,362
For the year ending December 31, 2028 and thereafter			5,448
Total		$	13,017

Goodwill:

The following table represents the changes in goodwill for the nine months ended September 30, 2022:

 

Balance at January 1, 2022		$	335,563
Impairment			(335,648	)
ESS Metron purchase accounting adjustment			85
Balance at September 30, 2022		$	—

During the second quarter of 2022, adverse changes in business climate, including decreases in the price of Bitcoin and increased volatility of equity markets, as evidenced by declines in the market price of the Company’s securities, those of its peers, and major market indices, have reduced market multiples and increased weighted-average costs of capital, primarily driven by an increase in interest rates. Market concerns related to inflation, supply chain disruption issues and other macroeconomic factors have been some of the primary causes for these declines. Additionally, the price of Bitcoin has declined significantly, notably during the second quarter of 2022. Due primarily to these factors, the Company determined that a triggering event had occurred, and therefore, performed an interim goodwill impairment assessment as of June 30, 2022. The valuation of our reporting units was determined with the assistance of an independent valuation specialist firm using a market approach. The market approach was based on the Guideline Public Company Method, which is derived from metrics of publicly traded companies or historically completed transactions of comparable businesses. The selection of comparable businesses is based on the markets in which the reporting units operate, giving consideration to risk profiles, size, geography, and diversity of products and services. Under the market approach, the Company evaluated the fair value based on trailing and forward-looking earnings and revenue multiples derived from comparable publicly traded companies with similar market position and size as the Company’s reporting units. The unobservable inputs used to measure the fair value included projected revenue growth rates, the price of Bitcoin, the global Bitcoin network hash rate, the timing of miner shipments under currently executed contracts and their subsequent deployment, and the determination of appropriate market comparison companies. The trailing-twelve-month and next-twelve-month enterprise value-to-revenue multiples assumed in the analysis ranged from approximately 0.7x to approximately 3.9x. The resulting estimated fair values of the combined reporting units were reconciled to the Company’s market capitalization, including an estimated implied control premium of approximately 30%.

 

 

Riot Blockchain, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited) 

  

The results of the quantitative test indicated the fair value of the reporting units did not exceed their carrying amounts, including goodwill. The difference between the carrying amount and the fair value of $335.6 million was recognized as a non-cash impairment charge during the nine months ended September 30, 2022.

Note 10. Long-Term Assets

Deposits:

Deposits consisted of the following as of September 30, 2022:

Deposits on equipment
Beginning balance at January 1, 2022		$	261,215
Additions			194,923
Reclassification to equipment			(288,064	)
Ending balance			168,074
Security and other deposits			10,428
Deposits at September 30, 2022		$	178,502

Deposits on Equipment:

During the nine months ended September 30, 2022, the Company paid approximately $194.9 million as deposits, primarily for miners, and, as of September 30, 2022, reclassified $288.1 million to property and equipment in connection with the deployment of miners at the Rockdale Facility. See Note 8. “Property and Equipment” to these unaudited Notes to Condensed Consolidated Financial Statements.

Right of Use Assets:

See Note 12. “Leases” to these unaudited Notes to Condensed Consolidated Financial Statements.

Note 11. Accrued Expenses

As of September 30, 2022 and December 31, 2021, the Company’s accrued expenses consisted of the following:

		September 30, 2022				December 31, 2021
Construction in progress		$	9,979			$	12,110
Power related costs and remittances			20,530				—
Insurance			—				2,507
Other			3,216				1,527
Total accrued expenses		$	33,725			$	16,144

 

Riot Blockchain, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited) 

  

Note 12. Leases

At September 30, 2022, the Company had operating leases for its offices, manufacturing facilities of ESS Metron, and a ground lease at the Rockdale Facility that expire on various dates through January 2032, inclusive of extension options the Company is reasonably certain will be exercised.

Rental expense for lease payments related to the Company’s operating leases is recognized on a straight-line basis over the remaining lease term. The Company currently does not hold any finance leases. The Company elected to use the practical expedient of not separating lease components for its real estate leases. The Company has elected the short-term lease exception provided, and therefore only recognizes right of use assets and lease liabilities for leases with a term greater than one year. Leases qualifying for the short-term lease exception were insignificant.

As of September 30, 2022 and December 31, 2021, the right of use assets were $21.8 million and $13.2 million, respectively, and the operating lease liabilities were $22.2 million and $13.4 million, respectively, in the accompanying unaudited condensed consolidated balance sheets related to our ground lease and office leases. Operating lease right of use assets are included within long-term assets on the unaudited condensed consolidated balance sheets.

During the nine months ended September 30, 2022, the Company executed a third lease amendment to the ground lease for the Rockdale facility, to add a second 100-acre tract of real property contiguous to the existing 100-acre tract on which the existing Rockdale Facility sits for an additional $0.9 million in annual payments. The initial term of the lease is scheduled to expire on January 31, 2032, followed by three ten-year renewal periods, unless terminated earlier. Concurrent with this third amendment, the Company executed a first amendment to the water reservation agreement to obtain additional non-potable cooling water from a nearby lake to be used by the Company for commercial purposes, such as evaporative cooling in our data center facility, for an additional $1.0 million in annual payments. The term of the original water reservation agreement was reset for a period of approximately twelve years from the original commencement date in April 2021, and is now scheduled to expire on January 31, 2032, followed by three ten-year renewal periods, unless terminated earlier.

Riot Blockchain, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited) 

  

The components of lease expense for the three and nine months ended September 30, 2022 (in thousands):

		Three Months Ended September 30,								Nine Months Ended September 30,
		2022				2021				2022				2021
Operating lease cost		$	844			$	321			$	2,268			$	430
Variable lease cost(1)			45				11				121				19
Operating lease expense			889				332				2,389				449
Short-term lease rent expense			—				15				—				15
Total rent expense		$	889			$	347			$	2,389			$	464

 

(1)	Amounts primarily include common area maintenance and utility charges not included in the measurement of right of use assets and operating lease liabilities.

The following table presents other amounts related to our leases:

		Three Months Ended September 30,								Nine Months Ended September 30,
		2022				2021				2022				2021
Operating cash flows from operating leases		$	249			$	322			$	2,471			$	463
Right of use assets exchanged for new operating lease liabilities		$	1,088			$	—			$	10,377			$	8,387
Weighted-average remaining lease term – operating leases			8.9				7.0				8.9				7.0
Weighted-average discount rate – operating leases			6.6	%			7.5	%			6.6	%			7.5	%

 

The following table presents our future minimum operating lease payments as of, and subsequent to, September 30, 2022 under ASC 842 (in thousands):

			Ground lease				Office and other leases				Total
Three months ending December 31, 2022			$	—			$	275			$	275
2023				1,940				1,234				3,174
2024				1,998				1,263				3,261
2025				2,058				1,181				3,239
2026				2,119				1,107				3,226
2027				2,183				1,134				3,317
Thereafter				9,618				3,222				12,840
Total undiscounted lease payments				19,916				9,416				29,332
Less present value discount				(5,514	)			(1,609	)			(7,123	)
Present value of lease liabilities			$	14,402			$	7,807			$	22,209

 

We recognize ground lease expense in cost of revenues – Data Center Hosting, and office and other lease expense in selling, general and administrative expenses, respectively, in the accompanying unaudited condensed consolidated statements of operations.

 

Note 13. Stockholders’ Equity

 

Preferred stock: 

 

During the nine months ended September 30, 2022, the remaining 2,199 shares of the Company’s 0% Series B Convertible Preferred Stock were converted to 2,199 shares of its common stock.

 

At-the-Market Equity Offering:

 

During the nine months ended September 30, 2022, in connection with the At-the-Market Sales Agreement between the Company and its Sales Agents, the Company received gross proceeds of approximately $304.9 million ($298.4 million net of $6.5 million in expenses) from the sale of 37,052,612 shares of common stock, at a weighted average price of $8.23 per share.

 

 

Riot Blockchain, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)  

 

Common Stock: 

 

During the nine months ended September 30, 2022, 1,648,861 shares of common stock were issued to the Company’s officers and employees in settlement of an equal number of fully vested restricted stock units awarded to such individuals by the Company pursuant to grants made under the Riot Blockchain, Inc. 2019 Equity Incentive Plan, as amended from time to time (the “2019 Equity Plan”). The Company withheld 642,897 of these shares at a fair value of approximately $9.9 million, to cover taxes related to the settlement of these vested restricted stock units, as permitted by the 2019 Equity Plan. See Note 14. “Restricted Common Stock, Stock Options, Restricted Stock Units and Warrants” to these unaudited Notes to Condensed Consolidated Financial Statements.

Note 14. Restricted Common Stock, Stock Options, Restricted Stock Units and Warrants

Stock-Based Compensation:

 

The Company provides stock-based compensation to directors, employees and consultants under the 2019 Equity Plan, which was approved by stockholders on October 23, 2019 at the 2019 Annual Meeting of Stockholders. On November 12, 2020 at the 2020 Annual Meeting of Stockholders, the stockholders approved the First Amendment to the 2019 Equity Plan, which raised the total number of shares of the Company’s common stock by 3,500,000 shares. On October 19, 2021, at the 2021 Annual Meeting of Stockholders, the Company’s stockholders approved the Second Amendment to its 2019 Equity Plan, which increased the number of shares of the Company’s common stock reserved for issuance by 4,400,000 shares. On July 27, 2022, at the 2022 Annual Meeting of Stockholders, the Company’s stockholders approved the Third Amendment to its 2019 Equity Plan, which increased the number of shares of the Company’s common stock reserved for issuance by 10,000,000 shares.

 

The Company’s stock-based compensation expenses recognized during the three and nine months ended September 30, 2022 and 2021 were included in selling, general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations.

The Company recognized stock-based compensation expense during the three and nine months ended September 30, 2022 and 2021 as follows:

		Three Months Ended September 30,								Nine Months Ended September 30,
			2022				2021				2022				2021
Service-based restricted stock awards		$	1,918			$	1,518			$	5,856			$	3,423
Performance-based restricted stock awards			1,643				34,505				1,448				34,505
Total stock-based compensation		$	3,561			$	36,023			$	7,304			$	37,928

Restricted Common Stock:

During the three months ended September 30, 2022, the Company granted 754,536 restricted stock units (RSUs) under the 2019 Equity Plan, including: (a) 48,337 service-based RSUs with a fair value of approximately $0.3 million, which are generally eligible to vest in four quarterly tranches following the grant date, subject to the recipient’s continued employment with the Company through the vesting date; and (b) 696,999 performance-based RSUs with a fair value of approximately $3.4 million, which are eligible to vest based on the Company’s achievement of certain performance objectives, as specified under the performance-based restricted stock unit plan adopted on August 12, 2021 under the 2019 Equity Plan.

During the three months ended September 30, 2022, 486,781 shares of common stock were issued to the Company’s officers and employees in settlement of an equal number of fully vested RSUs awarded to such individuals by the Company pursuant to grants made under the 2019 Equity Plan. The Company withheld 156,502 of these shares at a fair value of approximately $1.1 million, in satisfaction of withholding taxes related to the settlement of these vested restricted stock units, as permitted by the 2019 Equity Plan and approved by the Compensation Committee of the Company’s Board of Directors.

During the three months ended September 30, 2022, the Company’s board of directors approved the exchange of all outstanding unvested performance and service-based RSUs for performance and service-based restricted stock awards (RSAs) on a one-for-one basis. All material terms of the award agreements remain the same, including the timing of all vesting periods and the vesting benchmarks. During the quarter ended September 30, 2022, approximately 2.1 million unvested RSUs were exchanged for RSAs (see tables below for details).

 

Riot Blockchain, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited) 

Performance-based RSUs

A summary of the Company’s unvested performance-based RSUs for the nine months ended September 30, 2022 is presented here:

		Number of Shares				Weighted Average Grant-Date  Fair Value
Unvested at January 1, 2022			3,404,585			$	36.68
Granted			1,412,299			$	10.70
Vested			(729,209	)		$	35.21
Forfeited			(398,871	)		$	35.32
Converted to RSAs			(1,979,002	)		$	32.27
Unvested at September 30, 2022			1,709,802			$	27.15

During the nine months ended September 30, 2022, the Company awarded 1,412,299 performance-based RSUs with a fair value of $15.1 million under the 2019 Equity Plan to employees, which are eligible to vest upon the successful completion of specified milestones related to added infrastructure capacity and financial targets over the performance period ending on December 31, 2023.

The value of performance-based RSU’s is measured based on their fair value on the date of grant and amortized over their respective estimated implicit service periods.

 

During the nine months ended September 30, 2022, 1,979,002 of the outstanding and unvested performance-based RSUs were converted into an equivalent number of performance-based RSAs with substantially the same terms as the performance-based RSU agreements they replaced.

Performance-based RSAs

A summary of the Company’s unvested performance-based RSAs for the nine months ended September 30, 2022 is presented here:

		Number of Shares				Weighted Average Grant-Date  Fair Value
Unvested at January 1, 2022			—			$	—
Granted			85,998			$	6.83
Converted from RSUs			1,979,002			$	32.27
Unvested at September 30, 2022			2,065,000			$	31.21

 

Riot Blockchain, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited) 

  

During the nine months ended September 30, 2022, the Company awarded 85,998 performance-based RSAs under the 2019 Equity Plan to employees, which are eligible to vest upon the successful completion of specified milestones related to added infrastructure capacity and financial targets over the performance period ending on December 31, 2023.

The value of performance-based RSAs is measured based on their fair value on the date of grant and amortized over their respective estimated implicit service periods.

As of September 30, 2022, there was approximately $17.9 million of total unrecognized compensation cost related to performance-based RSUs and RSAs, which is expected to be recognized over a remaining weighted-average vesting period of approximately six months.

Service-based RSUs

A summary of the Company’s unvested service-based RSUs for the nine months ended September 30, 2022 is presented here:

 

		Number of Shares				Weighted Average Grant-Date  Fair Value
Unvested at January 1, 2022			610,561			$	5.93
Vested			(788,636	)		$	7.48
Granted			912,142			$	9.08
Forfeited			(20,705	)		$	9.11
Converted to RSAs			(136,463	)		$	14.50
Unvested at September 30, 2022			576,899			$	8.17

The value of service-based RSUs is measured based on their fair value on the date of grant and amortized over their respective vesting periods. During the nine months ended September 30, 2022, the fair value of RSUs granted totaled $8.3 million.

 

During the nine months ended September 30, 2022, 136,463 unvested service-based RSUs were converted into an equivalent number of service-based RSAs with substantially the same terms as the performance-based RSU agreements they replaced.

Service-based RSAs

A summary of the Company’s unvested service-based RSAs for the nine months ended September 30, 2022 is presented here:

		Number of Shares				Weighted Average Grant-Date  Fair Value
Unvested at January 1, 2022			—			$	—
Vested			(9,375	)		$	20.09
Granted			10,286,202			$	6.73
Converted from RSUs			136,463			$	14.50
Unvested at September 30, 2022			10,413,290			$	6.84

The value of service-based RSAs is measured based on their fair value on the date of grant and amortized over their respective vesting periods. During the nine months ended September 30, 2022, the fair value of awards granted totaled $69.3 million.

Riot Blockchain, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited) 

  

As of September 30, 2022, there was approximately $81.7 million of total unrecognized compensation cost related to unvested service-based RSUs and RSAs, which is expected to be recognized over a remaining weighted-average vesting period of approximately 1.2 years.

Other Common Stock Purchase Warrants:

As of September 30, 2022, XMS Capital Partners, LLC (“XMS”) held a warrant to purchase up to 63,000 shares of the Company’s common stock at a purchase price of $48.37 per share, issued as partial payment for advisory services provided in connection with the Company’s Whinstone Acquisition. The warrant can be exercised any time through August 12, 2026.

 

No warrants were issued during the nine months ended September 30, 2022. 

Note 15. Fair Value Measurements

Assets and liabilities measured at fair value on a recurring basis:

The Company’s assets and liabilities measured at fair value on a recurring basis consisted of the following as of September 30, 2022, and December 31, 2021:

 

		Fair value measured at September 30, 2022
		Total carrying value at September 30, 2022				Quoted prices in active markets  (Level 1)				Significant other observable inputs (Level 2)				Significant unobservable inputs (Level 3)
Derivative asset		$	112,944			$	—			$	—			$	112,944
Contingent consideration liability		$	39,996			$	—			$	—			$	39,996

 

		Fair value measured at December 31, 2021
		Total carrying value at December 31, 2021				Quoted prices in active markets  (Level 1)				Significant other observable inputs (Level 2)				Significant unobservable inputs (Level 3)
Derivative asset		$	26,079			$	—			$	—			$	26,079
Contingent consideration liability		$	83,928			$	—			$	—			$	83,928

Level 3 Assets: 

Power Supply Agreement

During the year ended December 31, 2021, the Company recorded a derivative asset related to its Power Supply Agreement with TXU Energy Retail Company LLC (“TXU”), the energy supplier to the Company’s Rockdale Facility (the “Power Supply Agreement”). The Power Supply Agreement was classified as a derivative asset and measured at fair value on the date of the Company’s acquisition of Whinstone, with changes in fair value recognized in change in fair value of derivative asset in operating income or loss on the accompanying unaudited condensed consolidated statements of operations. The derivative was not designated as a hedging instrument. Prior to the Whinstone Acquisition, the Company did not have any contracts classified as derivative instruments. The estimated fair value of the Company’s derivate asset is classified in Level 3 of the fair value hierarchy due to the significant unobservable inputs utilized in the valuation. Specifically, our discounted cash flow estimation models contain quoted commodity exchange spot and forward prices and are adjusted for basis spreads for load zone-to-hub differentials through the term of the Power Supply Agreement, which ends in April 2030. The discount rate utilized of approximately 21% includes observable market inputs, but also includes unobservable inputs based on qualitative judgment related to company-specific risk factors.

Riot Blockchain, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited) 

  

The terms of the Power Supply Agreement require margin-based collateral for both TXU and the Company, calculated as exposure resulting from fluctuations in the market cost rate of electricity versus the fixed price stated in the contract. The margin-based collateral requirement of the Company was zero as of September 30, 2022 and December 31, 2021.

Level 3 Liabilities: 

Business Combination Contingent Consideration

 

The Company recorded a Level 3 financial liability during the year ended December 31, 2021, relating to the contingent consideration arrangement arising from the acquisition of Whinstone. Contingent consideration represents an obligation of the Company to transfer cash to the Whinstone Seller when Whinstone realizes or receives a benefit from utilization of certain defined power credits. The Company estimated the fair value of the contingent consideration using a discounted cash flow analysis, which includes estimates of both the timing and amounts of potential future power credits. These estimates were determined using the Company’s historical consumption quantities and patterns combined with management’s expectations of its future consumption requirements, which require significant judgment and depend on various factors outside the Company’s control, such as construction delays. The discount rate of approximately 2.5% includes observable market inputs, such as TXU’s parent company’s Standard & Poor’s credit rating of BB, but also includes unobservable inputs such as interest rate spreads, which were estimated based on qualitative judgment related to company-specific risk factors. Specifically, due to the power credits being subordinated obligations for TXU’s parent, we used one credit rating lower than BB in our yield curve to estimate a reasonable interest rate spread to determine the cost of debt input. The significant assumptions used to estimate fair value of the derivative contract include a discount rate of 21%, which reflected the nature of the contract as it relates to the risk and uncertainty of the estimated future mark-to-market adjustments, forward price curves of the power supply, broker/dealer quotes and other similar data obtained from quoted market prices or independent pricing vendors. Although these estimates are based on management’s best knowledge of current events, the estimates could change significantly from period to period. Actual results that differ from the assumptions used and any changes to the significant assumptions and unobservable inputs used could have a material impact on future results of operations.

Changes in Level 3 assets and liabilities measured at fair value on a recurring basis:

Unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Unrealized gains and losses associated with the asset within the Level 3 category includes changes in fair value that were attributable to unobservable (e.g., changes in unobservable long-dated volatilities) inputs.

The following table presents the changes in the estimated fair value of the derivative asset measured using significant unobservable inputs (Level 3) for the nine months ended September 30, 2022 and 2021:

 

		2022				2021
Balance as of January 1		$	26,079			$	—
Acquisition of Whinstone			—				13,967
Change in fair value			86,865				23,806
Balance as of September 30		$	112,944			$	37,773

For the three and nine months ended September 30, 2022, there were changes of approximately ($17.7) million and $86.9 million, respectively, in Level 3 assets measured at fair value. For the three and nine months ended September 30, 2021, there were changes of approximately $7.4 million and $23.8 million, respectively. Additionally, during the three and nine months ended September 30, 2022, power sales back into the Electric Reliability Council of Texas (“ERCOT”) marketplace through Whinstone’s participation in ERCOT’s energy demand response programs totaled $13.1 million and $21.3 million, respectively, which are recorded in power curtailment credits in the accompanying unaudited condensed consolidated statements of operations. During the three and nine months ended September 30, 2021, power curtailment credits totaled $2.5 million and $3.7 million, respectively.

Riot Blockchain, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited) 

  

The following table presents the changes in the estimated fair value of our liability for contingent consideration measured using significant unobservable inputs (Level 3) for the nine months ended September 30, 2022 and 2021:

		2022				2021
Balance as of January 1		$	83,928			$	—
Acquisition of Whinstone			—				82,953
Change in contingent consideration			(44,108	)			—
Change in fair value			176				444
Balance as of September 30		$	39,996			$	83,397

For the three and nine months ended September 30, 2022, the change in Level 3 liabilities measured at fair value was zero and $0.2 million, respectively. For the three and nine months ended September 30, 2021, the change in Level 3 liabilities measured at fair value was $0.3 million and $0.4 million, respectively. The Company’s estimated liability for contingent consideration represents potential payments of additional consideration for the Whinstone Acquisition, payable if Whinstone realizes or receives a benefit from utilization of certain defined power credits. Changes in the fair value of contingent consideration are recorded in the unaudited condensed consolidated statements of operations within change in fair value of contingent consideration.

There were no transfers of financial instruments between any of Level 1, Level 2 or Level 3 during the periods presented.

Assets and Liabilities Not Measured at Fair Value on a Recurring Basis:

In addition to assets and liabilities that are measured at fair value on a recurring basis, we also measure certain assets and liabilities at fair value on a nonrecurring basis. Our non-financial assets, including intangible assets, operating lease right of use assets, and property, plant and equipment, are measured at fair value when there is an indication of impairment and the carrying amount exceeds the asset’s projected undiscounted cash flows. These assets are recorded at fair value only when an impairment charge is recognized.

At September 30, 2022, the fair values of cash and cash equivalents, accounts receivable, costs and estimated earnings in excess of billings, prepaid expenses and other current assets, accounts payable, billings in excess of costs and estimated earnings, accrued compensation and accrued expenses approximated their carrying values because of the short term nature of these instruments.

Bitcoin held are accounted for as intangible assets with indefinite useful lives. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of Bitcoin at the time its fair value is being measured. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. The carrying value of our Bitcoin assets at September 30, 2022 of $125.2 million reflects the $132.1 million of impairment charges we recorded against the carrying value of our Bitcoin assets during the nine months ended September 30, 2022 due to decreases in the fair value of our Bitcoin assets after receipt.

Applying the market price of one Bitcoin on September 30, 2022 of approximately $19,432 to the Company’s 6,766 Bitcoin held results in an estimated fair value of the Company’s Bitcoin of $131.5 million as of September 30, 2022. Applying the market price of one Bitcoin on December 31, 2021 of approximately $46,306 to the Company’s 4,884 Bitcoin held as of December 31, 2021, resulted in an estimated fair value of $226.2 million. The fair value of Bitcoin is based on Level 1 inputs.

 

Riot Blockchain, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited) 

  

Note 16. Commitments and Contingencies

Commitments:

Operating Leases:

The Company leases its primary office locations, manufacturing facilities and data center hosting facilities, as well as a ground lease, under noncancelable lease agreements that expire on varying dates through 2032. See Note 12. “Leases” to these unaudited Notes to Condensed Consolidated Financial Statements.

Water Reservation Agreement:

Whinstone executed a water reservation agreement in April 2021 with the lessor of the ground lease to obtain a certain quantity of non-potable cooling water from a nearby lake to be used by the Company for evaporative cooling at our Rockdale Facility. During the nine months ended September 30, 2022, and concurrent with the third amendment to the ground lease described in Note 12. “Leases” to these unaudited Notes to Condensed Consolidated Financial Statements, the Company executed a first amendment to the water reservation agreement to obtain additional non-potable cooling water for the expanded lease area, for an additional $1.0 million in annual payments. The term of the water reservation agreement was reset for a period now expiring on January 31, 2032, followed by three ten-year renewal periods, unless terminated earlier, and requires total annual payments of approximately $2.0 million.

The Company concluded that the agreement was not a lease or a derivative instrument. Because the Company obtained an additional right of use for the reserved non-potable cooling water amount, and the charges were increased by a standalone price commensurate with the additional non-potable cooling water use rights and at market rates, the water reservation agreement was determined to be a lease modification accounted for as a separate contract. As such, the fees of the water reservation agreement were excluded from the lease payments of the ground lease and the water reservation agreement was accounted for as a separate executory contract.

Contingencies:

Legal Proceedings:

The Company, and its subsidiaries, are subject at times to various claims, lawsuits and governmental proceedings relating to the Company’s business and transactions arising in the ordinary course of business. The Company cannot predict the final outcome of any such proceedings; however, it assesses the probability of an unfavorable outcome of any material litigation, claims or proceedings to determine whether a liability had been incurred. Where appropriate, the Company vigorously defends such claims, lawsuits and proceedings. Some of these claims, lawsuits and proceedings seek damages, including, consequential, exemplary or punitive damages, in amounts that could, if awarded, be significant. Certain of the claims, lawsuits and proceedings arising in ordinary course of business are covered by the Company’s insurance program. The Company maintains property and various types of liability insurance to protect the Company from such claims. In terms of any matters where no insurance coverage is available to the Company, or where coverage is available and the Company maintains a retention or deductible associated with such insurance, the Company may establish an accrual for such loss, retention or deductible based on current available information. In accordance with accounting guidance, if it is probable that an asset has been impaired or a liability has been incurred as of the date of the financial statements, and the amount of loss is reasonably estimable, then an accrual for the cost to resolve or settle these claims is recorded by the Company in the accompanying consolidated balance sheets. If it is reasonably possible that an asset may be impaired as of the date of the financial statement, then the Company discloses the range of possible loss. Expenses related to the defense of such claims are recorded by the Company as incurred and included in the accompanying consolidated statements of operations. Management, with the assistance of outside counsel, may from time to time adjust such accruals according to new developments in the matter, court rulings, or changes in the strategy affecting the Company’s defense of such matters. Based on current information, the Company does not believe there is a reasonable possibility that, other than with regard to the Class Action described below, a material loss, if any, will result from claims, lawsuits or proceedings to which the Company is subject to either individually, or in the aggregate.

Northern Data Working Capital Dispute

Riot Blockchain, Inc. v. Northern Data AG. On September 7, 2022, the Company filed a complaint against Northern Data AG, a company organized under the laws of Germany (“Northern Data”) in the Court of Chancery of the State of Delaware for, among other things, breach of contract. The complaint alleges Northern Data breached the terms of the Stock Purchase Agreement (the “SPA”), entered into, as of April 8, 2021, with Riot for the purchase of Whinstone by, among other things, refusing to engage in a contractually prescribed process to resolve disputes over the acquisition price of Whinstone. Riot believes it is owed over $100 million for liabilities that Northern Data failed to disclose to Riot in its pre-closing calculations. Riot has attempted to resolve the dispute, and, as a result of Northern Data’s refusal to engage in the dispute resolution process, seeks an order affirmatively declaring that Riot may terminate discussions and that unresolved matters, including the dispute regarding the over $100 million in liabilities Northern Data failed to disclose, must be submitted to an independent accounting firm for final resolution.

On September 27, 2022, Northern Data filed its Answer, Affirmative Defenses, and Verified Counterclaims and Third-Party Claims, which claim that Riot and Whinstone breached the SPA by allegedly failing to timely remit to Northern Data certain energy credit payments and that Riot is improperly seeking to introduce indemnification claims into the contractual process to resolve the parties’ dispute over purchase price. Northern Data alleges that there are approximately $40 million in energy credits that remain unpaid. Northern Data seeks damages in an unspecified amount, a declaration that Riot may not withhold payments for energy credits pending the resolution of the purchase price dispute, and specific performance that Riot may not introduce indemnification claims in connection with the process to resolve the purchase price dispute.

Riot Blockchain, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited) 

  

Whinstone Customer Dispute

On June 13, 2022, GMO Gamecenter USA, Inc., a California corporation, and GMO Internet, Inc., a corporation organized and existing under the laws of Tokyo, Japan (collectively “GMO”), filed a complaint against Whinstone US, Inc. in the Supreme Court of the State of New York, County of New York: Commercial Division, Index No.: 656762/2022, subsequently removed to the United States District Court, S.D.N.Y., Case No. 1:22-cv-05974-JPC (the “Complaint”). After extensive discussions and upon Whinstone demanding that GMO reasonably negotiate a new hosting agreement in good faith pursuant to the terms of its existing agreement, GMO filed the Complaint. GMO alleges Whinstone breached the terms of the Colocation Services Agreement between GMO and Whinstone by failing to indemnify GMO for certain contractual loss of profit and causing certain other damages to GMO in the nature of loss of revenue, lost profits and loss of savings. GMO is seeking – without substantiation - compensatory damages in excess of $50 million, and pre-judgment and post-judgment interest. Whinstone’s Answer and Counterclaims were filed on August 22, 2022, and on September 12, 2022, GMO filed its answer and affirmative defenses to counterclaims raised by Whinstone, which included additional claims against Whinstone, as permitted under the applicable local rules. Subsequent to the period ended September 30, 2022, on November 1, 2022, Whinstone filed supplementary answers and counterclaims to GMO’s answer and affirmative defenses. Whinstone denies the substantive allegations of the Complaint and has asserted counterclaims seeking a declaratory judgment of GMO’s failure to negotiate in good faith in accordance with the terms of the Colocation Services Agreement, as well as compensatory damages in excess of $25 million, including damages from loss of revenue, breach of contract, pre- and post-judgment interest, and attorneys’ fees and costs in connection with GMO’s breach of the Colocation Services Agreement. The Company intends to vigorously defend Whinstone against GMO’s claims, and to vigorously enforce Whinstone’s claims against GMO.

Class Actions and Related Claims

On February 17, 2018, Creighton Takata filed an action asserting putative class action claims on behalf of the Company’s stockholders in the United District Court for the District of New Jersey, Takata v. Riot Blockchain Inc., et al., Case No. 3: 18-cv-02293. On April 18, 2018, Joseph J. Klapper, Jr., filed a complaint against Riot Blockchain, Inc., and certain of its officers and directors in the United District Court for the District of New Jersey, Klapper v. Riot Blockchain Inc., et al., Case No. 3: 18-cv-8031. The complaints contained substantially similar allegations, asserting violations of federal securities laws under Section 10(b) and Section 20(a) of the Securities Exchange Act of 1934 on behalf of a putative class of stockholders that purchased stock from November 13, 2017 through February 15, 2018. The complaints alleged that the Company and certain of its officers and directors made, caused to be made, or failed to correct false and/or misleading statements in press releases and public filings regarding its business plan in connection with its cryptocurrency business. The complaints request damages in unspecified amounts, costs and fees of bringing the action, and other unspecified relief.

On November 6, 2018, the court in the Takata action issued an order consolidating Takata with Klapper into a single putative class action. On April 30, 2020, the court granted Defendants’ motions to dismiss the consolidated complaint, which resulted in the dismissal of all claims without prejudice.

On December 24, 2020, Lead Plaintiff filed another amended complaint. On April 8, 2022, the court again granted Defendants’ motions to dismiss the operative complaint without prejudice. On May 27, 2022, Lead Plaintiff filed the third amended consolidated complaint. Defendants submitted motions to dismiss on July 18, 2022. Briefing on the motions to dismiss was completed in October 2022. Because this litigation is still at this early stage, we cannot reasonably estimate the likelihood of an unfavorable outcome or the magnitude of such an outcome, if any.

Shareholder Derivative

In 2018, five shareholder derivative actions were filed on behalf of the Company. The complaints in each of these actions contain allegations similar to the allegations set forth in the shareholder class action complaint pending in the United States District Court for the District of New Jersey and seek recovery against the Company and certain of the Company’s officers and directors and an investor for alleged claims including breaches of fiduciary duty, aiding and abetting breaches of fiduciary duty, unjust enrichment, waste of corporate assets, abuse of control, and mismanagement. Each of the complaints also seek unspecified monetary damages and corporate governance changes. All of the cases have been stayed pending resolution of the motion to dismiss in the securities class action pending in the United States District Court for the District of New Jersey, except for one matter (Jackson v. Riot Blockchain, Inc., et al., Case No. 604520/18, Supreme Court of the State of New York, County of Nassau) in which the court has adjourned the preliminary conference until February 7, 2023 in lieu of staying the action. Defendants do not anticipate any other activity on this case until the next preliminary conference.

Defendants intend to vigorously contest plaintiffs’ allegations in the shareholder derivative actions and plaintiffs’ right to bring the action in the name of Riot Blockchain. As this litigation is still at an early stage, we cannot reasonably estimate the likelihood of an unfavorable outcome or the magnitude of such an outcome, if any.

 

Riot Blockchain, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited) 

  

Note 17. Segment Information

The Company applies ASC 280, Segment Reporting, in determining its reportable segments. The Company has three reportable segments: Mining, Data Center Hosting, and Engineering. The guidance requires that segment disclosures present the measure(s) used by the CODM to decide how to allocate resources and for purposes of assessing such segments’ performance. The Company’s CODM is comprised of several members of its executive management team who use revenue and cost of revenues of our three reporting segments to assess the performance of the business of our reportable operating segments.

No operating segments have been aggregated to form the reportable segments. The Company does not allocate all assets to the reporting segments as these are managed on an entity-wide basis. Therefore, the Company does not separately disclose the total assets of its reportable operating segments.

The Mining segment generates revenue from the Bitcoin the Company earns through its mining activities. The Data Center Hosting segment generates revenue from long-term customer contracts for the provision/consumption of electricity, construction of infrastructure, operation of data centers and maintenance/management of computing capacity from the Company’s data center facility in Rockdale, Texas. The Engineering segment generates revenue through customer contracts for custom engineered electrical products.

The Data Center Hosting segment purchases custom engineered electrical products from the Engineering segment in the ordinary course of business. Effective January 1, 2022, the Mining segment entered into a colocation services agreement with the Data Center Hosting segment whereby the Mining segment is charged a base colocation fee per miner deployed at Whinstone plus a performance fee calculated as a percentage of gross mining profit. The revenue and cost of revenues from intersegment transactions have been eliminated in the consolidated statements of operations in accordance with U.S. GAAP. For purposes of segment reporting, the revenues and cost of revenues for each segment are presented in the table below on a stand-alone basis, with the intersegment eliminations presented separately, such that total revenue and total cost of revenues total to the consolidated statements of operations. All other revenues are from external customers. No single third-party customer or related group of third-party customers contributed 10% or more of the Company’s total consolidated revenue during the three and nine months ended September 30, 2022 and 2021. However, three customers accounted for nearly all of the Company’s third-party Data Center Hosting revenue.

For the three months ended September 30, 2022, approximately 98% of the Company’s mining revenue was generated from our Rockdale Facility in Rockdale, Texas, and the remaining 2% was generated from the Coinmint Facility. For the nine months ended September 30, 2022, approximately 71% of the Company’s mining revenue was generated from our Rockdale Facility in Rockdale, Texas, and the remaining 29% was generated from the Coinmint Facility in New York. During the nine months ended September 30, 2022, the Company terminated its agreement with Coinmint effective July 8, 2022.

 

Riot Blockchain, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited) 

  

The following table details revenue and cost of revenues for the Company’s reportable segments for the three and nine months ended September 30, 2022 and 2021, and reconciles to net income (loss) on the unaudited condensed consolidated statements of operations:

		Three Months Ended September 30,								Nine Months Ended September 30,
		2022				2021				2022				2021
Reportable segment revenue, net:
Mining		$	22,070			$	53,590			$	126,166			$	108,213
Data Center Hosting			23,624				11,193				68,240				14,067
Engineering			20,300				—				55,050				—
Other revenue			25				25				73				73
Eliminations			(19,729	)			—				(50,505	)			—
Total segment and consolidated revenue			46,290				64,808				199,024				122,353
Reportable segment cost of revenues (exclusive of depreciation and amortization shown below):
Mining			15,949				13,034				60,793				29,893
Data Center Hosting			28,201				12,581				75,705				16,317
Engineering			16,767				—				47,302				—
Eliminations			(18,237	)			—				(47,138	)			—
Total segment and consolidated cost of revenues (exclusive of depreciation and amortization shown below)			42,680				25,615				136,662				46,210
Reconciling Items:
Acquisition-related costs			—				(552	)			(78	)			(18,894	)
Selling, general and administrative			(16,004	)			(40,307	)			(37,549	)			(47,971	)
Depreciation and amortization			(26,559	)			(12,207	)			(61,366	)			(20,791	)
Change in fair value of derivative asset			(17,749	)			7,413				86,865				23,806
Power curtailment credits			13,070				2,507				21,328				3,650
Change in fair value of contingent consideration			—				(259	)			(176	)			(444	)
Realized gain on sale/exchange of Bitcoin			1,854				65				25,443				94
Gain on exchange of equipment			7,667				—				16,281				—
Impairment of Bitcoin			(5,900	)			—				(132,077	)			(17,507	)
Impairment of goodwill			—				—				(335,648	)			—
Interest income (expense)			348				40				(9	)			295
Realized loss on sale of marketable equity securities			—				—				(1,624	)			—
Realized gain on sale/exchange of long-term investment			—				—				—				26,260
Unrealized gain (loss) on marketable equity securities			142				(11,151	)			(6,306	)			(10,812	)
Other income (expense)			—				(85	)			(59	)			1,425
Current income tax benefit (expense)			(89	)			—				(828	)			—
Deferred income tax benefit (expense)			3,041				—				9,667				(3,730	)
Net income (loss)		$	(36,569	)		$	(15,343	)		$	(353,774	)		$	11,524

Riot Blockchain, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited) 

  

Note 18. Revisions of Previously Issued Financial Statements

 

As noted in Note 4. “Acquisitions”, on May 26, 2021, the Company acquired 100% of the equity interests of Whinstone. The Whinstone Acquisition was accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations, which requires recognition of assets acquired and liabilities assumed at their respective fair values on the date of acquisition. During the third quarter of 2022, the Company discovered a classification error in its reported allocation of acquisition date fair value to property and equipment, which resulted in an understatement of property and equipment and an equal overstatement of goodwill as of the balance sheet dates outlined below.

 

In accordance with Staff Accounting Bulletin (“SAB”) 99, Materiality, and SAB 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, the Company evaluated the materiality of the error from qualitative and quantitative perspectives, and concluded that the error was immaterial to any prior annual or interim financial statements. Notwithstanding this conclusion, management has revised the accompanying condensed consolidated financial statements and related notes included herein to correct this error for all periods presented.

 

The following tables present the effect of correcting this error on the Company’s previously issued financial statements. There were no changes to the statements of stockholders’ equity that have not otherwise been reflected in the balance sheets and statements of operations as detailed in the tables below.

 

		As of June 30, 2021
Condensed Consolidated Balance Sheet		As previously reported				Adjustment				As revised
Property & equipment, net		$	128,815			$	13,500			$	142,315
Goodwill			267,409				(13,500	)			253,909
Total assets			906,369				—				906,369
			As of September 30, 2021
Condensed Consolidated Balance Sheet			As previously reported				Adjustment				As revised
Property & equipment, net		$	200,751			$	13,500			$	214,251
Goodwill			267,237				(13,500	)			253,737
Total assets			954,407				—				954,407
			As of December 31, 2021
Consolidated Balance Sheet			As previously reported				Adjustment				As revised
Property & equipment, net		$	262,980			$	13,500			$	276,480
Goodwill			349,063				(13,500	)			335,563
Total assets			1,530,939				—				1,530,939

 

Riot Blockchain, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited) 

 

			As of March 31, 2022
Condensed Consolidated Balance Sheet			As previously reported				Adjustment				As revised
Property & equipment, net		$	325,132			$	13,500			$	338,632
Goodwill			349,148				(13,500	)			335,648
Total assets			1,549,755				—				1,549,755
			As of June 30, 2022
Condensed Consolidated Balance Sheet			As previously reported				Adjustment				As revised
Property & equipment, net		$	411,244			$	13,500			$	424,744
Goodwill			—				—				—
Total assets			1,436,225				13,500				1,449,725
Accumulated deficit			(568,543	)			13,500				(555,043	)
Total stockholders’ equity			1,288,565				13,500				1,302,065
Total liabilities and stockholders’ equity			1,436,225				13,500				1,449,725
			Three Months Ended June 30, 2022
Condensed Consolidated Statement of Operations			As previously reported				Adjustment				As revised
Impairment of goodwill		$	349,148			$	(13,500	)		$	335,648
Total costs and expenses			438,960				(13,500	)			425,460
Operating income (loss)			(366,013	)			13,500				(352,513	)
Net income (loss) before taxes			(372,533	)			13,500				(359,033	)
Net income (loss)			(366,334	)			13,500				(352,834	)
Basic net income (loss) per share			(2.81	)			0.10				(2.71	)
Diluted net income (loss) per share			(2.81	)			0.10				(2.71	)
			Six Months Ended June 30, 2022
Condensed Consolidated Statement of Operations			As previously reported				Adjustment				As revised
Impairment of goodwill		$	349,148			$	(13,500	)		$	335,648
Total costs and expenses			480,838				(13,500	)			467,338
Operating income (loss)			(328,104	)			13,500				(314,604	)
Net income (loss) before taxes			(336,592	)			13,500				(323,092	)
Net income (loss)			(330,705	)			13,500				(317,205	)
Basic net income (loss) per share			(2.67	)			0.11				(2.56	)
Diluted net income (loss) per share			(2.67	)			0.11				(2.56	)
			Six Months Ended June 30, 2022
Condensed Consolidated Statement of Cash Flows			As previously reported				Adjustment				As revised
Net income (loss)		$	(330,705	)		$	13,500			$	(317,205	)
Impairment of goodwill			349,148				(13,500	)			335,648
Net cash used in operating activities			(14,393	)			—				(14,393	)

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion and analysis should be read in conjunction with our unaudited condensed interim consolidated financial statements and the related notes and other financial information included elsewhere in this Quarterly Report and with our audited consolidated financial statements for the fiscal year ended December 31, 2021, as included in our 2021 Annual Report. In addition to historical consolidated financial information, the following discussion includes forward-looking statements about our business, financial condition and results of operations, including discussions about management’s expectations for our business. These statements represent projections, beliefs and expectations based on current circumstances and conditions and our actual results could differ materially from those discussed in these forward-looking statements. Further, these forward-looking statements should not be construed either as assurances of performance or as promises of a given course of action. You should review the sections of this Quarterly Report entitled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” for a discussion of factors that could cause actual results to differ materially – and potentially adversely – from the results described in or implied by the forward-looking statements contained in the following discussion and analysis and elsewhere in this Quarterly Report.

 

Business Overview:

 

We are a vertically integrated Bitcoin mining company principally engaged in enhancing our capabilities to mine Bitcoin. We also provide the critical mining infrastructure for our institutional-scale hosted clients to mine Bitcoin at our Rockdale Facility, with 700 megawatts in total capacity. Our Rockdale Facility is believed to be the largest Bitcoin mining facility in North America, as measured by developed capacity, and we are currently expanding its capacity. Additionally, we are beginning development of a second large-scale Bitcoin mining data center at our Corsicana Facility, which is expected to have approximately one gigawatt of available capacity for both our Bitcoin mining operations and hosting of institutional-scale Bitcoin mining and data center clients.

We operate in an environment which is consistently evolving based on the proliferation of Bitcoin and cryptocurrencies in general. A significant component of our strategy is to effectively and efficiently allocate capital among opportunities that generate the highest return on our capital.

 

Industry Trends

 

During 2022, we observed a number of companies in the Bitcoin ecosystem experience significant challenges and failure due to the precipitous decline in the price of Bitcoin. We anticipate this trend will likely continue as companies attempt to shift their business models to operate on compressed margins. The dramatic increase in the price of Bitcoin observed in the market during the last few years caused many companies to over-leverage themselves, operating in an unsustainable way given the recent instability in the price of Bitcoin. Despite challenges in the ecosystem, Riot continues to focus on building long-term stockholder value by taking strategic action to vertically integrate, expanding the Rockdale Facility and developing our Corsicana Facility. As we grow our business, we continue to focus on deploying our efficient mining fleet, at scale, while realizing benefit of being an owner and operator of our Bitcoin mining facilities.

 

We anticipate that other companies in the industry will continue to experience challenges, and the end of 2022 and the start of 2023 will continue to be a period of consolidation in the Bitcoin mining industry, and we believe that, given our relative position, liquidity and absence of long-term debt, in the competitive landscape, we are likely positioned to benefit from this consolidation. As a result of any strategic action undertaken by us, our business and financial results may change significantly. We are continuously evaluating strategic opportunities which we may decide to undertake as part of our strategic growth initiatives; however, we can offer no assurances that any strategic opportunities which we decide to undertake will be achieved on the schedule or within the budget we anticipate, if at all, in our competitive and evolving industry. See Part I, Item 1A. “Risk Factors” of our 2021 Annual Report for additional discussion regarding potential impacts our competitive and evolving industry may have on our business.

 

 

 

Bitcoin Mining

 

The Company’s current focus is on its mining operation, and during the nine months ended September 30, 2022, we continued to deploy miners at our Rockdale Facility and continued development activities at the Corsicana Facility, with the objective of increasing the Company’s operational efficiency and performance.

 

As of September 30, 2022, our Mining business operated approximately 55,728 ASIC miners, with a hash rate capacity of approximately 5.6 exahash per second (“EH/s”). During the nine months ended September 30, 2022, we mined 3,842 Bitcoin, which represented an increase of 36% over the 2,458 Bitcoin we mined during the nine months ended September 30, 2021. Based on our existing operations and expected deliveries of miners pursuant to our purchase orders with their manufacturer, Bitmain, we anticipate having approximately 115,450 miners in operation, with a hash rate capacity of approximately 12.5 EH/s by the first quarter of 2023.

 

During the three months ended September 30, 2022, we fully exited our Mining operations at the Coinmint Facility. We believe this transition will lower our overall cost of revenues for the Mining business as new miners will be deployed at the Rockdale Facility. See Note 8. “Property and Equipment” to these unaudited Notes to Condensed Consolidated Financial Statements.

 

Our Bitcoin mining operations are subject to unique industry risks such as the historical volatility in the demand for, and price of, Bitcoin and changes in the public perception of Bitcoin.

Miner Purchases and Deployments

 

At September 30, 2022, we had purchased, received and/or deployed the following miners:

 

		Number of miners
Miners deployed at January 1, 2022			30,907
Net miners deployed during the nine months ended September 30, 2022			24,821
Miners received, but not yet deployed			27,678
Miners under contract, but not yet received			32,044
Total miners under contract, deployed or expected to be received, at September 30, 2022			115,450

 

As of September 30, 2022, the Company had outstanding executed purchase agreements for the purchase of miners from Bitmain for a total of approximately 12,097 new model S19j Pro miners and 19,947 new model S19XP miners, scheduled to be shipped through December 2022. Pursuant to these agreements, approximately $44.9 million remains payable to Bitmain in installments in advance of shipment of the miners, which is scheduled to occur monthly through December 2022, subject to future adjustments as provided in the contracts.

To take advantage of our low-cost power supply agreement at the Company’s Rockdale Facility and eliminate third-party hosting fees, during the nine months ended September 30, 2022, the Company elected not to renew its co-location mining services agreement with Coinmint, which was, therefore, terminated automatically by its terms as of July 8, 2022.

COVID-19

The COVID-19 global pandemic has been unprecedented and unpredictable; its impact is likely to continue to result in significant national and global economic disruption, which may adversely affect our business. Based on our current assessment, however, we do not expect any material impact on our long-term development, our operations, or our liquidity due to the worldwide spread of COVID-19, other than the potential impact of COVID-19 on global logistics discussed below. We are actively monitoring this situation and the possible effects on our financial condition, liquidity, operations, suppliers, and industry.

In addition, nationally, we have experienced and are experiencing varying degrees of inflation, resulting in part from various supply chain disruptions, increased shipping and transportation costs, and increased raw material and labor costs, as well as other disruptions resulting from the continuing COVID-19 pandemic and general global economic conditions. This inflationary impact on our cost structure has contributed to adjustments in operations, ability to obtain materials and retain talent, despite a continued focus on reducing our costs where possible.

 

 

Global Logistics:

Global supply logistics have caused delays across all channels of distribution. Similarly, we have also experienced delays in certain of our miner delivery schedules and in our infrastructure development schedules due to constraints on the globalized supply chains for miners, electricity distribution equipment and construction materials. Through the date of this Quarterly Report, we have been able to effectively mitigate any delivery delays to avoid materially impacting our miner deployment schedule, however, there are no assurances we will be able to continue to mitigate any such delivery delays in the future. Additionally, the expansion of the Rockdale Facility and the development of our new Corsicana Facility requires large quantities of construction materials, specialized electricity distribution equipment and other component parts that can be difficult to source. We have procured and hold many of the required materials to help mitigate against global supply logistic and pricing concerns. We continue to monitor developments in the global supply chain and assess their potential impact on our expansion plans.

Summary of Mining Results

 

The following table presents additional information about our Mining activities, including Bitcoin production and sales of the Bitcoin the Company mined during the nine months ended September 30, 2022, and 2021 ($ in thousands):

 

		Quantities
		(in coins)				Amounts
Balance at January 1, 2022			4,884			$	159,544
Revenue recognized from Bitcoin mined			3,842				126,166
Proceeds from sale of Bitcoin			(1,925	)			(52,491	)
Exchange of Bitcoin for employee compensation			(35	)			(1,434	)
Realized gain on sale/exchange of Bitcoin			—				25,443
Impairment of Bitcoin			—				(132,077	)
Balance at September 30, 2022			6,766			$	125,151

 

		Quantities
		(in coins)				Amounts
Balance at January 1, 2021			1,078			$	11,626
Revenue recognized from Bitcoin mined			2,458				108,213
Proceeds from sale of Bitcoin			—				—
Exchange of Bitcoin for employee compensation			(3	)			(113	)
Realized gain on sale/exchange of Bitcoin			—				94
Impairment of Bitcoin			—				(17,507	)
Balance at September 30, 2021			3,533			$	102,313

 

Results of Operations Comparative Results for the Three Months Ended September 30, 2022 and 2021:

 

Revenue:

 

For the three months ended September 30, 2022 and 2021, Mining revenue was $22.1 million, and $53.6 million, respectively. The decrease of $31.5 million was due to a lower number of Bitcoin mined of 1,042 in the 2022 period, as compared to 1,292 in the 2021 period, combined with lower Bitcoin values in the 2022 period, averaging $21,184 per coin as compared to $41,837 per coin in the 2021 period. The primary reason for the decrease in the number of Bitcoin mined was due to the Company’s effective employment of its proprietary power strategy to significantly reduce overall power costs. As noted below, during the three months ended September 30, 2022, the Company earned $13.1 million in power credits, to be credited against its power invoices, as a result of temporarily pausing its operations. The power credits equate to approximately 760 Bitcoin, as computed by using the average daily closing BTC prices on a monthly basis. During the three months ended September 30, 2021, the Company earned $2.5 million in power credits, or the equivalent of approximately 66 Bitcoin.

 

 

 

For the three months ended September 30, 2022 and 2021, Data Center Hosting revenue was $8.4 million, and $11.2 million, respectively. The decrease of $2.8 million was due primarily to lower revenue share from customers due to the lower Bitcoin values in the 2022 period combined with lower customer billings due to Whinstone’s participation in ERCOT’s energy demand response programs. Data Center Hosting revenue includes upfront payments which we record as deferred revenue and generally recognize as services are provided. We provide energized space and operating and maintenance services to third-party mining companies who locate their mining hardware at our Rockdale Facility under long-term contracts. We account for these agreements as a single performance obligation for services being delivered in a series with delivery being measured by daily successful operation of the mining hardware. As such, we recognize revenue over the life of the contract as its series of performance obligations are met. The contracts are recognized in the amount for which we have the right to invoice because we elected the “right to invoice” practical expedient.

 

For the three months ended September 30, 2022, Engineering revenue was $15.8 million. There was no Engineering revenue for the three months ended September 30, 2021 as such date was prior to the acquisition of the Engineering segment. Engineering revenue is derived from the sale of custom products built to customers’ specifications under fixed-price contracts with one identified performance obligation. Engineering revenues are recognized over time as performance creates or enhances an asset with no alternative use, and for which the Company has an enforceable right to receive compensation as defined under the contract.

Costs and expenses:

 

Cost of revenues for Mining for the three months ended September 30, 2022 and 2021 was $14.7 million and $13.0 million, respectively, representing an increase of approximately $1.7 million. As a percentage of Mining revenue, cost of revenues totaled 66.5% and 24.3% for each of the three months ended September 30, 2022 and 2021, respectively. Cost of revenues consists primarily of direct production costs of mining operations, including electricity, labor, insurance and the variable Coinmint hosting fee, but excluding depreciation and amortization, which are separately stated. The increase of $1.6 million in cost of revenues was primarily due to the increase in mining capacity at the Rockdale Facility, which requires more headcount and direct costs necessary to maintain and support the mining operations. As noted below, during the three months ended September 30, 2022 and 2021, the Company earned $13.1 million and $2.5 million, respectively, in power credits to be credited against its power invoices, as a result of temporarily pausing its operations. These credits are recognized in power curtailment credits in the statements of operations, outside of cost of revenues, but significantly reduce the Company’s overall cost to mine Bitcoin. When netting the power curtailment credits with the costs of revenues, the net costs as a percentage of Mining revenue were 38.8% and 24.3% for the three months ended September 30, 2022 and 2021, respectively.

 

Cost of revenues for Data Center Hosting for the three months ended September 30, 2022 and 2021 was $14.2 million and $12.6 million, respectively. The costs consisted primarily of direct power costs, with the balance primarily incurred for rent and compensation costs.

 

Cost of revenues for Engineering for the three months ended September 30, 2022 was $13.8 million. There were no engineering costs for the three months ended September 30, 2021 as such date was prior to the acquisition of the Engineering segment. The 2022 costs consisted primarily of direct materials and labor, as well as indirect manufacturing costs. The increase in cost of revenues was primarily due to the increase in headcount to support the Company’s growth combined with an increase in power costs.

 

Selling, general and administrative expenses during the three months ended September 30, 2022 and 2021 totaled $16.0 million and $40.3 million, respectively. Selling, general and administrative expenses consist of stock-based compensation, legal and professional fees and other personnel and related costs. The decrease of $24.3 million is primarily due to a decrease of $29.7 million in compensation-related expense due to the adoption of the Company’s performance-based stock plan in August 2021, partially offset by additional employees to support the Company’s growth, an increase in audit and consulting fees of $1.9 million resulting primarily from assistance on internal control systems and procedures and information technology projects and an increase in other general operating costs, including rent, to support the Company’s growth.

 

Depreciation and amortization expenses during the three months ended September 30, 2022 totaled $26.6 million, an increase of approximately $14.4 million as compared to $12.2 million for the three months ended September 30, 2021. The increase was primarily due to higher depreciation expense recognized for the Rockdale Facility and our recently acquired miners.

 

Change in fair value of our derivative asset for the three months ended September 30, 2022 and 2021, was ($17.7) million and $7.4 million, respectively, and was recorded to adjust the fair value of our Power Supply Agreement, which was classified as a derivative asset and measured at fair value.

 

 

Power curtailment credits for the three months ended September 30, 2022 and 2021, was $13.1 million and $2.5 million, respectively, and represents power sales into the ERCOT marketplace through Whinstone’s participation in ERCOT’s energy demand response programs.

 

Realized gain on sale/exchange of Bitcoin for the three months ended September 30, 2022 was $1.9 million. The realized gain or loss on sale/exchange of Bitcoin for the three months ended September 30, 2021 was nominal.

 

Gain on exchange of equipment for the three months ended September 30, 2022 was $7.7 million arising from the equipment exchange agreement with a third-party Bitcoin mining company. There was no gain on exchange of equipment during the three months ended September 30, 2021.

 

Impairment of Bitcoin for the three months ended September 30, 2022 was $5.9 million arising from the decline in Bitcoin prices. There was no impairment of Bitcoin recognized during the three months ended September 30, 2021.

 

Other income and expenses:

 

Other income for the three months ended September 30, 2022 was $0.5 million, and primarily consisted of interest and other income of $0.3 million and the unrealized gain on marketable equity securities of $0.1 million. Other expense for the three months ended September 30, 2021 was $11.2 million, which primarily related to the unrealized loss recognized due to the decline in the fair value of our marketable equity securities.

 

Results of Operations Comparative Results for the Nine Months Ended September 30, 2022 and 2021:

 

Revenue:

 

For the nine months ended September 30, 2022 and 2021, Mining revenue was $126.2 million, and $108.2 million, respectively. The increase of $18.0 million was due to a higher number of Bitcoin mined of 3,842 in the 2022 period, as compared to 2,458 in the 2021 period, partially offset by lower Bitcoin values in the 2022 period, averaging $32,839 per coin as compared to $44,591 per coin in the 2021 period. The number of Bitcoin mined during 2022 was significantly impacted by the Company’s effective employment of its proprietary power strategy to significantly reduce overall power costs. As noted below, during the nine months ended September 30, 2022, the Company earned $21.3 million in power credits to be credited against its power invoices, as a result of temporarily pausing its operations. The power credits equate to approximately 1,160 Bitcoin, as computed by using the average daily closing BTC prices on a monthly basis. During the nine months ended September 30, 2021, the Company earned $3.7 million in power credits, or the equivalent of approximately 92 Bitcoin.

 

For the nine months ended September 30, 2022 and 2021, Data Center Hosting revenue was $27.9 million, and $14.1 million, respectively. The $13.8 million increase was primarily due to the 2021 period only containing four months of Data Center Hosting revenue versus nine for the 2022 period. Data Center Hosting revenue includes upfront payments which we record as deferred revenue and generally recognize as services are provided. We provide energized space and operating and maintenance services to third-party mining companies who locate their mining hardware at our Rockdale Facility under long-term contracts. We account for these agreements as a single performance obligation for services being delivered in a series with delivery being measured by daily successful operation of the mining hardware. As such, we recognize revenue over the life of the contract as its series of performance obligations are met. The contracts are recognized in the amount for which we have the right to invoice because we elected the “right to invoice” practical expedient. The Data Center Hosting segment was acquired in May 2021, and therefore its results of operations are only included in the Company’s consolidated results of operations for four months during 2021 compared to nine in 2022.

 

For the nine months ended September 30, 2022, Engineering revenue was $44.9 million. There was no Engineering revenue for the nine months ended September 30, 2021 as such date was prior to the acquisition of the Engineering segment. Engineering revenue is derived from the sale of custom products built to customers’ specifications under fixed-price contracts with one identified performance obligation. Engineering revenues are recognized over time as performance creates or enhances an asset with no alternative use, and for which the Company has an enforceable right to receive compensation as defined under the contract.

 

Other revenue consisting of license fees was not significant in either period.

 

 

Costs and expenses:

 

Cost of revenues for Mining for the nine months ended September 30, 2022 and 2021 was $51.8 million and $29.9 million, respectively, representing an increase of approximately $21.9 million. As a percentage of Mining revenue, cost of revenues totaled 41.0% and 27.6% for each of the nine months ended September 30, 2022 and 2021, respectively. Cost of revenues consists primarily of direct production costs of mining operations, including electricity, labor, insurance and the variable Coinmint hosting fee, but excluding depreciation and amortization, which are separately stated. The increase of $21.9 million in cost of revenues is primarily due to the increase in mining capacity at the Rockdale Facility, which requires more headcount and direct costs necessary to maintain and support the mining operations. As noted below, during the nine months ended September 30, 2022 and 2021, the Company earned $21.3 million and $3.7 million, respectively, in power credits, to be credited against its power invoices, as a result of temporarily pausing its operations. These credits are recognized in power curtailment credits in the statements of operations, outside of cost of revenues, but significantly reduce the Company’s overall cost to mine Bitcoin. When netting the power curtailment credits with the costs of revenues, the net costs as a percentage of Mining revenue were 34.6% and 27.6% for the nine months ended September 30, 2022 and 2021, respectively.

Cost of revenues for Data Center Hosting for the nine months ended September 30, 2022 and 2021 was $44.4 million and $16.3 million, respectively. The costs consisted primarily of direct power costs, with the balance primarily incurred for rent and compensation costs. Whinstone was acquired in May 2021, and therefore its results of operations are only included in the Company’s consolidated results of operations for four months during 2021 compared to nine in 2022.

 

Cost of revenues for Engineering for the nine months ended September 30, 2022 was $40.5 million. There were no Engineering costs for the nine months ended September 30, 2021 as such date was prior to the acquisition of the Engineering segment. The 2022 costs consisted primarily of direct materials and labor, as well as indirect manufacturing costs.

 

Acquisition-costs for the nine months ended September 30, 2022 were nominal. Acquisition-related costs for the nine months ended September 30, 2021, totaled $18.9 million, and consisted of expenses incurred in connection with our acquisition of Whinstone.

 

Selling, general and administrative expenses during the nine months ended September 30, 2022 and 2021 totaled $37.5 million and $48.0 million, respectively. Selling, general and administrative expenses consist of stock-based compensation, legal and professional fees and other personnel and related costs. The decrease of $10.5 million is primarily due to a decrease of $24.8 million in compensation-related expense due to the adoption of the performance-based stock plan in August 2021, partially offset by additional employees to support the Company’s growth, an increase in audit and consulting fees of $3.8 million resulting primarily from assistance on internal control systems and procedures and information technology projects, an increase in insurance expense of $1.2 million, and an increase in other general operating costs, including rent, to support the Company’s growth.

 

Depreciation and amortization expenses during the nine months ended September 30, 2022 totaled $61.4 million, an increase of approximately $40.6 million as compared to $20.8 million for the nine months ended September 30, 2021. The increase was primarily due to higher depreciation expense recognized for the Rockdale Facility and our recently acquired miners.

 

Change in fair value of our derivative asset for the nine months ended September 30, 2022 and 2021 was $86.9 million and $23.8 million, respectively, and was recorded to adjust the fair value of our Power Supply Agreement, which is classified as a derivative asset and measured at fair value.

 

Power curtailment credits for the nine months ended September 30, 2022 and 2021 was $21.3 million and $3.7 million, respectively, and represents power sales into the ERCOT marketplace through Whinstone’s participation in ERCOT’s energy demand response programs.

 

Realized gain on sale/exchange of Bitcoin for the nine months ended September 30, 2022 and 2021 was $25.4 million and $0.1 million, respectively.

 

Gain on exchange of equipment for the nine months ended September 30, 2022 was $16.3 million arising from the equipment exchange agreement with a third-party Bitcoin mining company. There was no gain on exchange of equipment during the nine months ended September 30, 2021. 

 

Impairment of Bitcoin for the nine months ended September 30, 2022 and 2021 was $132.1 million and $17.5 million, respectively, arising from the decline in Bitcoin prices.

 

Impairment of goodwill for the nine months ended September 30, 2022 was $335.6 million arising from recent adverse changes in business climate, including decreases in the price of Bitcoin and increased volatility of equity markets, as evidenced by declines in the market price of the Company’s securities, those of its peers, and major market indices. There was no impairment recognized during the nine months ended September 30, 2021.

 

 

Other income and expenses:

 

Other expense for the nine months ended September 30, 2022 was $8.0 million and primarily consisted of the unrealized loss on marketable equity securities of $6.3 million and the realized loss on sale of marketable equity securities of $1.6 million recognized in connection with the sale of a portion of our shares of Mogo. Other income for the nine months ended September 30, 2021 was $17.2 million, which primarily related to a $26.3 million realized gain on sale/exchange of long-term investment recognized in connection with the exchange of our shares of Coinsquare Ltd. (“Coinsquare”) for shares of Mogo, partially offset by $10.8 million of unrealized loss recognized on our investment in Mogo.

 

Non-GAAP Measures

 

In addition to consolidated U.S. GAAP financial measures, we consistently evaluate our use of and calculation of the non-GAAP financial measures, “Adjusted EBITDA” and Adjusted earnings per share (“Adjusted EPS”). Adjusted EBITDA is a financial measure defined as our EBITDA, adjusted to eliminate the effects of certain non-cash and / or non-recurring items, that do not reflect our ongoing strategic business operations. EBITDA is computed as net income before interest, taxes, depreciation, and amortization. Adjusted EBITDA is EBITDA further adjusted for certain income and expenses, which management believes results in a performance measurement that represents a key indicator of the Company’s core business operations of Bitcoin mining. The adjustments include fair value adjustments such as derivative power contract adjustments, equity securities value changes, and non-cash stock-based compensation expense, in addition to financing and legacy business income and expense items. The Company determined to exclude impairments and gains or losses on sales or exchanges of Bitcoin from our calculation of Adjusted Non-GAAP EBITDA for all periods presented.

 

Adjusted EPS is a financial measure defined as our EBITDA divided by our diluted weighted-average shares outstanding, adjusted to eliminate the effects of certain non-cash and / or non-recurring items, that do not reflect our ongoing strategic business operations. EBITDA is computed as net income before interest, taxes, depreciation, and amortization. Adjusted EPS is EBITDA further adjusted for certain income and expenses, which management believes results in a performance measurement that represents a key indicator of the Company’s core business operations of Bitcoin mining. The adjustments include fair value adjustments such as derivative power contract adjustments, equity securities value changes, and non-cash stock-based compensation expense, in addition to financing and legacy business income and expense items. The Company determined to exclude impairments and gains or losses on sales or exchanges of Bitcoin from our calculation of Adjusted Non-GAAP EPS for all periods presented.

 

We believe Adjusted EBITDA and Adjusted EPS can be important financial measures because they allow management, investors, and our board of directors to evaluate and compare our operating results, including our return on capital and operating efficiencies, from period-to-period by making such adjustments.

 

Adjusted EBITDA and Adjusted EPS are provided in addition to and should not be considered to be a substitute for, or superior to net income, the comparable measure under U.S. GAAP. Further, Adjusted EBITDA and Adjusted EPS should not be considered as an alternative to revenue growth, net income, diluted earnings per share or any other performance measure derived in accordance with U.S. GAAP, or as an alternative to cash flow from operating activities as a measure of our liquidity. Adjusted EBITDA and Adjusted EPS have limitations as analytical tools, and you should not consider such measures either in isolation or as substitutes for analyzing our results as reported under U.S. GAAP.

 

 

Reconciliations of Adjusted EBITDA and Adjusted EPS to the most comparable U.S. GAAP financial metric for historical periods are presented in the table below:

 

Reconciliation of GAAP and Non-GAAP Financial Information

 

Non-GAAP Adjusted EBITDA		Three Months Ended September 30,								Nine Months Ended September 30,
(in thousands)		2022				2021				2022				2021
Net income (loss)		$	(36,569	)		$	(15,343	)		$	(353,774	)		$	11,524
Interest (income) expense			(348	)			(40	)			9				(295	)
Income tax expense (benefit)			(2,952	)			—				(8,839	)			3,730
Depreciation and amortization			26,559				12,207				61,366				20,791
EBITDA			(13,310	)			(3,176	)			(301,238	)			35,750
Adjustments:
Non-cash/non-recurring operating expense:
Stock-based compensation expense			3,561				36,023				7,304				37,928
Acquisition-related costs			—				552				78				18,894
Change in fair value of derivative asset			17,749				(7,413	)			(86,865	)			(23,806	)
Change in fair value of contingent consideration			—				259				176				444
Realized loss on sale of marketable equity securities			—				—				1,624				—
Unrealized loss (gain) on marketable equity securities			(142	)			11,151				6,306				10,812
Realized gain on sale/exchange of long-term investment			—				—				—				(26,260	)
Gain on exchange of equipment			(7,667	)			—				(16,281	)			—
Impairment of goodwill			—				—				335,648				—
Other (income) expense			—				85				59				(1,425	)
Other revenue, (income) expense items:
License fees			(25	)			(25	)			(73	)			(73	)
Adjusted EBITDA		$	166			$	37,456			$	(53,262	)		$	52,264

 

 

Non-GAAP Adjusted EPS		Three Months Ended September 30,								Nine Months Ended September 30,
		2022				2021				2022				2021
Diluted net income (loss) per share		$	(0.24	)		$	(0.16	)		$	(2.64	)		$	0.13
Interest (income) expense			—				—				—				—
Income tax expense (benefit)			(0.02	)			—				(0.07	)			0.04
Depreciation and amortization			0.17				0.13				0.46				0.23
EBITDA			(0.09	)			(0.03	)			(2.25	)			0.40
Adjustments:
Non-cash/non-recurring operating expense:
Stock-based compensation expense			0.02				0.37				0.05				0.42
Acquisition-related costs			—				0.01				—				0.21
Change in fair value of derivative asset			0.12				(0.08	)			(0.65	)			(0.26	)
Change in fair value of contingent consideration			—				—				—				—
Realized loss on sale of marketable equity securities			—				—				0.01				—
Unrealized loss (gain) on marketable equity securities			—				0.12				0.05				0.12
Realized gain on sale/exchange of long-term investment			—				—				—				(0.29	)
Gain on exchange of equipment			(0.05	)			—				(0.12	)			—
Other (income) expense			—				—				—				(0.02	)
Impairment of goodwill			—				—				2.51				—
Other revenue, (income) expense items:
License fees			—				—				—				—
Adjusted EPS		$	—			$	0.39			$	(0.40	)		$	0.58
Diluted weighted average number of shares outstanding			153,895,123				96,064,036				133,894,338				89,896,374

 

In addition to the non-GAAP financial measures of Adjusted EBITDA and Adjusted EPS described above, we believe “Mining revenue in excess of cost of revenues, net of power curtailment credits”, “Data Center Hosting revenue in excess of cost of revenues, net of power curtailment credits”, “Cost of revenues – Mining, net of power curtailment credits” and “Cost of revenues – Data Center Hosting, net of power curtailment credits” are additional performance measurements that represent a key indicator of the Company’s core business operations of both Bitcoin mining and Data Center Hosting.

 

 

We believe our ability to sell power back to the grid at market-driven spot prices, thereby reducing our operating costs, is integral to our overall strategy, specifically our power management strategy and our commitment to supporting the ERCOT grid. While participation in various grid demand response programs may impact our Bitcoin production, we view this as an important part of our partnership-driven approach with ERCOT and our commitment to being a good corporate citizen in our communities.

 

We believe netting the power sales against our costs can be an important financial measure because it allows management, investors, and our board of directors to evaluate and compare our operating results, including our operating efficiencies, from period-to-period by making such adjustments. We have allocated the benefit of the power sales to our Data Center Hosting and Mining segments based on their proportional power consumption during the periods presented.

 

Mining revenue in excess of cost of revenues, net of power curtailment credits, Data Center Hosting revenue in excess of cost of revenues, net of power curtailment credits, Cost of revenues – Mining, net of power curtailment credits and Cost of revenues – Data Center Hosting, net of power curtailment credits are provided in addition to and should not be considered to be a substitute for, or superior to Revenue – Mining, Revenue – Data Center Hosting, Cost of revenues – Mining or Cost of revenues – Data Center Hosting as presented in our consolidated statements of operations. 

Reconciliations of these measurements to the most comparable U.S. GAAP financial metrics for historical periods are presented in the table below:

		Three Months Ended September 30,								Nine Months Ended September 30,
		2022				2021				2022				2021
Mining:
Revenue		$	22,070			$	53,590			$	126,166			$	108,213
Cost of revenues			14,677				13,034				51,766				29,893
Power curtailment credits			(6,104	)			—				(8,175	)			—
Cost of revenues, net of power curtailment credits			8,573				13,034				43,591				29,893
Mining revenue in excess of cost of revenues, net of power curtailment credits		$	13,497			$	40,556			$	82,575			$	78,320
Mining revenue in excess of cost of revenues, net of power curtailment credits as a percentage of revenue			61.2	%			75.7	%			65.4	%			72.4	%
Data Center Hosting:
Revenue		$	8,371			$	11,193			$	27,899			$	14,067
Cost of revenues			14,223			$	12,581			$	44,392			$	16,317
Power curtailment credits			(6,996	)			(2,507	)			(13,153	)			(3,650
Cost of revenues, net of power curtailment credits			7,257				10,074				31,239				12,667
Data Center Hosting revenue in excess of cost of revenues, net of power curtailment credits		$	1,114			$	1,119			$	(3,340	)		$	1,400
Data Center Hosting revenue in excess of cost of revenues, net of power curtailment credits as a percentage of revenue			13.3	%			10.0	%			(12.0	)%			10.0	%
Total power curtailment credits		$	(13,070	)		$	(2,507	)		$	(21,328	)		$	(3,650	)

 

LIQUIDITY AND CAPITAL RESOURCES

 

At September 30, 2022, we had working capital of approximately $369.8 million, which included cash and cash equivalents of $255.0 million. We reported net loss of $353.8 million during the nine months ended September 30, 2022. Net loss included $285.2 million in non-cash items consisting primarily of the change in fair value of our derivative asset of $86.9 million, the increase in Bitcoin held of $124.7 million, a realized gain on the sale/exchange of Bitcoin of $25.4 million, the gain on exchange of equipment of $16.3 million, and an income tax benefit of $8.7 million, offset by the impairment of goodwill of $335.6 million, impairment of Bitcoin of $132.1 million, depreciation and amortization of $61.4 million, an unrealized loss on marketable equity securities of $6.3 million, stock-based compensation expense of $7.3 million, the realized loss on sale of marketable equity securities of $1.6 million, and the amortization of our right of use asset of $2.9 million.

 

Contractual Commitments

At September 30, 2022, we had the following contractual commitments, subject to future adjustments as provided in the contracts (in thousands):

Agreement Date (1)			Original Purchase Commitment				Open Purchase Commitment				Deposit Balance			Expected Shipping
April 5, 2021		$	138,506			$	10,395			$	53,070			Fourth Quarter 2022
October 29, 2021			56,250				(422	)			1,609			Fourth Quarter 2022
November 22, 2021			32,550				2,969				21,938			Fourth Quarter 2022
December 10, 2021			97,650				11,865				65,814			Fourth Quarter 2022
December 24, 2021			202,860				20,118				134,904			Fourth Quarter 2022
Total		$	527,816			$	44,925			$	277,335

⁽¹⁾ Pursuant to the Company’s agreements with Bitmain, among other provisions, the Company is responsible for all shipping charges incurred in connection with the delivery of the miners.

Coinmint Co-location Mining Services Agreement

On April 8, 2020, the Company entered into an agreement with Coinmint, pursuant to which Coinmint agreed to provide up to approximately 9.5 megawatts of electrical power and to perform all maintenance necessary to operate the Company’s miners deployed at the Coinmint Facility. In exchange, Coinmint was reimbursed for direct production expenses and received a performance fee based on the net Bitcoin generated by the Company’s miners deployed at the Coinmint Facility. The amount of electrical power supplied to the Company’s miners at the Coinmint Facility was subsequently increased to accommodate the Company’s expanding miner fleet. During the nine months ended September 30, 2022, the Company elected not to renew its co-location mining services agreement with Coinmint, which was, therefore, terminated automatically by its terms as of July 8, 2022.

Miners

As of September 30, 2022, the Company had outstanding executed purchase agreements for the purchase of miners from Bitmain for a total of approximately 12,097 new model S19j Pro miners and 19,947 new model S19XP miners, scheduled to be shipped through December 2022. Pursuant to these agreements, approximately $44.9 million remains payable to Bitmain, subject to future adjustments as provided in the contracts, in installments in advance of shipment of the miners, which is scheduled to occur monthly through December 2022.

 

Development of the Corsicana Facility Data Center:

During the nine months ended September 30, 2022, the Company announced that it has initiated a large-scale development to expand its Bitcoin mining and data center hosting capabilities in Navarro County, Texas with the acquisition of a 265-acre site where the anticipated one-gigawatt Corsicana Facility is being constructed. The Company received approval from ERCOT for the entire one-gigawatt capacity. The initial phase of the development of the Corsicana Facility involves the construction on the 265-acre site of 400 megawatts of immersion-cooled Bitcoin mining and data center hosting infrastructure spread across multiple buildings, as well as a high-voltage power substation and transmission facilities to supply power to the facility. Construction of the substation and the data centers is expected to be carried out concurrently, with self-mining and data center hosting operations expected to commence by the fourth quarter of 2023, following the commissioning of the substation, which is expected to be completed in summer 2023.

 

This first phase of the development of the Corsicana Facility includes land acquisition, site preparation, substation development, and transmission construction, along with construction of ancillary buildings and four buildings utilizing the Company’s immersion-cooling infrastructure and technology. The Company estimates that the total cost of the first phase of the development will be approximately $333 million, which is scheduled to be invested over the remainder of 2022, 2023, and the first quarter of 2024. Through September 30, 2022, the Company has incurred costs of approximately $30 million related to the development of the Corsicana Facility. The acquisition costs include $10 million for land, $15 million of initial developments costs and a $5 million deposit for future power usage. The Company expects to incur costs of approximately $74.0 million over the remaining period of 2022, approximately $223.9 million during 2023, and approximately $9.5 million during the first quarter of 2024.

 

Revenue from Operations

 

Funding our operations on a go-forward basis will rely significantly on our ability to mine Bitcoin at a price above our Mining costs and revenue generated from our Data Center Hosting and Engineering customers. We expect to generate ongoing revenues from Bitcoin rewards from our Mining operations and our ability to liquidate Bitcoin rewards at future values will be evaluated from time-to-time to generate cash for operations.

 

Generating Bitcoin rewards, for example, which exceed our production and overhead costs will determine our ability to report profit margins related to such mining operations, although accounting for our reported profitability is significantly complex. Furthermore, regardless of our ability to generate cash from the sale of our Bitcoin from our Mining business, we may need to raise additional capital in the form of equity or debt to fund our operations and pursue our business strategy.

 

The ability to raise funds through the sale of equity, debt financings, or the sale of Bitcoin to maintain our operations is subject to many risks and uncertainties and, even if we were successful, future equity issuances or convertible debt offerings could result in dilution to our existing stockholders and any future debt or debt securities may contain covenants that limit our operations or ability to enter into certain transactions. Our ability to realize revenue through Bitcoin production and successfully convert Bitcoin into cash or fund overhead with Bitcoin is subject to a number of risks, including regulatory, financial and business risks, many of which are beyond our control. Additionally, we have observed significant historical volatility in the market price of Bitcoin and, as such, future prices cannot be predicted. See the discussion of risks affecting our business under the heading “Risk Factors” in Part II, Item 1A of this Quarterly Report and in Part I, Item 1A of the 2021 Annual Report.

 

If we are unable to generate sufficient revenue from our Mining operations, Data Center Hosting operations or Engineering operations when needed or secure additional sources of funding, it may be necessary to adjust our strategy or explore other strategic alternatives.

At-the-Market Equity Offering

The Company entered into the Sales Agreement with the Sales Agents dated March 31, 2022, pursuant to which the Company may, from time to time, sell up to $500 million in shares of the Company’s common stock through the Sales Agents, acting as the Company’s sales agent and/or principal, in a continuous at-the-market offering. The Company will pay the Sales Agents a commission of up to 3.0% of the aggregate gross proceeds the Company receives from all sales of the Company’s common stock under the Sales Agreement. As of September 30, 2022, the Company had received net proceeds of approximately $298.4 million (after deducting $6.5 million in commissions and expenses) on sales of 37.1 million shares of common stock under the Sales Agreement at a weighted average price of $8.23 per share.

Legal Proceedings

The Company is a party in several contractual lawsuits and has also been named a defendant in several legacy class action and other investor related lawsuits as more fully described under the heading “Legal Proceedings” in Part I, Item 3 of the 2021 Annual Report and in Note 16. “Commitments and Contingencies” in the unaudited Notes to Condensed Consolidated Financial Statements included under Part I, Item 1 of this Quarterly Report. While the Company maintains policies of insurance, such policies may not cover all the costs or expenses associated with responding to such matters or any liability or settlement associated with any lawsuits and are subject to significant deductible or retention amounts.

 

Whinstone Related Party Transactions

Included in construction in progress as of September 30, 2022, are deposit payments of approximately $0.1 million that relate to a Whinstone initiative for providing certain on-site temporary housing for stakeholders, including partners, analysts, stockholders, etc. The initiative arose as a result of limited accommodations for visitors in the Rockdale, TX, area, which is generally a remote area. The transaction as contemplated would involve Whinstone developing the temporary housing on land owned by Lyle Theriot (indirectly, through a limited liability company). Mr. Theriot is part of the management team at Whinstone and is considered a related party of Whinstone. The Company is evaluating certain related party implications of the initiative on an ongoing basis, under U.S. GAAP and other applicable regulatory reporting requirements including, but not limited to, the Sarbanes-Oxley Act of 2002.

As part of, and contingent upon the closing of the Whinstone Acquisition in May 2021, employment agreements were entered into with the founding management team of Whinstone. The agreements contain customary terms and conditions covering compensation, benefits, duties and services and other terms and conditions. The agreements provide that services shall initially be provided in the Rockdale, Texas area. The agreements provide that the employee be reimbursed for reasonable lodging, housing and utilities, travel, and food in area of project sites, and costs of owning and operating an automobile. Such reimbursed costs have not been material.

During the nine months ended September 30, 2022, a total of $0.7 million was paid in expenses to or on behalf of the Whinstone management team, which included the deposit payments discussed above, and including reimbursement of expenses previously determined to qualify as reimbursable expenses in accordance with the respective employment agreements. During the period from the Whinstone acquisition to September 30, 2021, a total of $0.4 million was paid in expenses to or on behalf of the Whinstone management team, including reimbursement of expenses determined to qualify as reimbursable expenses in accordance with the respective employment agreements and amounts for reimbursement of ongoing business expenses. Additionally, during April 2022 Whinstone acquired a 2022 used SUV at a cost of $0.1 million to be used for transport in the local area as well as being available to the Whinstone management team under their employment agreements.

Operating Activities

Net cash used in operating activities was $0.7 million during the nine months ended September 30, 2022. Cash was used in operations by net loss of $353.8 million, less non-cash items of $285.2 million in non-cash items consisting primarily of the change in fair value of our derivative asset of $86.9 million, the increase in Bitcoin held of $124.7 million, a realized gain on the sale/exchange of Bitcoin of $25.4 million, the gain on exchange of equipment of $16.3 million, and an income tax benefit of $8.8 million, offset by the impairment of goodwill of $335.6 million, impairment of Bitcoin of $132.1 million, depreciation and amortization of $61.4 million, an unrealized loss on marketable equity securities of $6.3 million, stock-based compensation expense of $7.3 million, the realized loss on sale of marketable equity securities of $1.6 million, and the amortization of our right of use asset of $2.9 million. The change in assets and liabilities of $67.9 million consisted primarily of proceeds from sale of Bitcoin of $52.5 million, change in fair value of future power credits of $43.9 million, and an increase in billings in excess of costs and estimated earnings of $6.0 million, partially offset by decreased accounts payable and accrued expenses of $10.0 million, increased prepaid expenses and other current assets of $15.0 million, increased costs and estimated earnings in excess of billings of $5.3 million, decreased deferred revenue of $1.6 million, increased accounts receivable of $2.0 million, and decreased lease liability of $2.7 million, and increased customer deposits of $2.1 million.

 

Net cash used in operating activities was $60.9 million during the nine months ended September 30, 2021. Cash was generated from operations by income of $11.5 million, less non-cash items of $66.0 million, consisting primarily of a realized gain on the sale of marketable equity securities of $26.3 million, the change in fair value of our derivative asset of $23.8 million and the increase in Bitcoin held of $108.1 million, offset by stock-based compensation expense of $37.9 million, the impairment of Bitcoin of $17.5 million, depreciation and amortization of $20.8 million, an unrealized loss on marketable securities of $10.8 million, deferred income tax expense of $3.7 million, the issuance of common stock warrants of $1.2 million and the change in fair value of contingent consideration of $0.4 million, net of other immaterial items. The change in assets and liabilities of $6.4 million consisted primarily of increased customer deposits of $6.1 million, increased accounts receivable of $2.6 million, decreased prepaid expenses and other current assets of $1.2 million, increased accounts payable and accrued expenses of $4.5 million, change in fair value of future power credits of $0.4 million, and decreased deferred revenue of $12.8 million.

Investing Activities

Net cash used in investing activities during the nine months ended September 30, 2022 was $329.4 million, primarily consisting of deposits on equipment of $194.9 million, purchases of property and equipment of $129.7 million and cash paid for other deposits of $5.5 million, partially offset by proceeds received of $0.7 million from the sale of our shares of Mogo.

 

Net cash used in investing activities during the nine months ended September 30, 2021 was $221.1 million, primarily consisting of deposits on equipment of $103.2 million, our acquisition of Whinstone of $40.9 million, net and purchases of property and equipment of $78.9 million, offset by proceeds of $1.8 million received in connection with the exchange of our shares of Coinsquare Ltd. for shares of Mogo.

Financing Activities

Net cash provided by financing activities was $272.8 million during the nine months ended September 30, 2022, which consisted of net proceeds from the issuance of our common stock in connection with our 2022 ATM Offering of $298.4 million, partially offset by the shares of common stock withheld to satisfy employee taxes of $9.9 million in connection with the settlement of vested equity awards granted under our 2019 Equity Plan and the payment of contingent consideration liability of $15.7 million.

 

Net cash provided by financing activities was $116.5 million during the nine months ended September 30, 2021, which consisted of net proceeds from the issuance of our common stock in connection with our ATM Offerings of $117.5 million and proceeds received from the exercise of common stock warrants of $0.8 million, offset by the repurchase of common stock to pay employee withholding taxes of $1.8 million.

 

Critical Accounting Policies

 

Our critical accounting policies and significant estimates are detailed in our 2021 Annual Report. Our critical accounting policies and significant estimates have not changed from those previously disclosed in our 2021 Annual Report, except for those accounting subjects described under the heading “Recently Issued and Adopted Accounting Pronouncements” in Note 3. “Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements” in the unaudited Notes to Condensed Consolidated Financial Statements included under Part I, Item 1 of this Quarterly Report.

 

Recently Issued and Adopted Accounting Pronouncements

 

The Company has evaluated all recently issued accounting pronouncements and believes such pronouncements do not have a material effect on the Company’s financial statements. See Note 3. “Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements” in the unaudited Notes to Condensed Consolidated Financial Statements included under Part I, Item 1 of this Quarterly Report.

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

The following discussion about our market risk exposures involves forward-looking statements. Actual results could differ materially from those projected in the forward-looking statements. For more information regarding the forward-looking statements used in this section and elsewhere in this Quarterly Report, see the Cautionary Note Regarding Forward-Looking Statements at the forepart of this Quarterly Report.

Risk Regarding the Price of Bitcoin:

Our business and development strategy is focused on maintaining and expanding our Mining operations to maximize the amount of new Bitcoin rewards we earn. As of September 30, 2022, we held 6,766 Bitcoin, with a carrying value of $125.2 million, all of which were produced from our Mining operations. The carrying value of our Bitcoin assets as of September 30, 2022 reflects the $132.1 million of impairment charges we recorded against the carrying value of our Bitcoin assets during the nine months ended September 30, 2022 due to decreases in the fair value of our Bitcoin assets after receipt.

 

As discussed under the heading “Bitcoin” under Note 3. “Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements” in the Company’s 2021 Annual Report, the Company’s Bitcoin assets are accounted for as indefinite-lived intangible assets, which are recorded at fair value upon receipt, and assessed for impairment when events or circumstances occur indicating that it is more likely than not that the asset is impaired. Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of Bitcoin at the time its fair value is being measured. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted.

We cannot accurately predict the future market price of Bitcoin and, as such, we cannot accurately predict whether we will record impairment of the value of our Bitcoin assets. The future value of Bitcoin will affect the revenue from our operations, and any future impairment of the value of the Bitcoin we mine and hold for our account would be reported in our financial statements and results of operations as charges against net income, which could have a material adverse effect on the market price for our securities.

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures:

Our management, with the participation of our Chief Executive Officer (principal executive officer) and our Chief Financial Officer (principal financial officer), has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2022 to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that information required to be disclosed in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures. Based on this evaluation, our management concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of September 30, 2022, due to the following material weaknesses:

 

	1)	The Company did not design and/or implement user access controls to ensure appropriate segregation of duties that would adequately restrict user and privileged access to the financially relevant systems and data to the appropriate Company personnel.
	2)	The Company did not design and implement program change management controls for certain financially relevant systems to ensure that IT program and data changes affecting the Company’s (i) financial IT applications, (ii) digital currency cold storage wallets and mining equipment, and (iii) underlying accounting records, are identified, tested, authorized and implemented appropriately to validate that data produced by its relevant IT system(s) were complete and accurate. Automated process-level controls and manual controls that are dependent upon the information derived from such financially relevant systems were also determined to be ineffective as a result of such deficiency.
	3)	The Company did not properly design or implement controls to ensure that data received from third parties is complete and accurate. Such data is relied on by the Company in determining amounts pertaining to revenue - mining and cryptocurrency assets held is complete and accurate. Automated process-level controls and manual controls that are dependent upon the information derived from such financially relevant systems were also determined to be ineffective as a result of such deficiency.
	4)	The Company did not properly design and implement controls to ensure that certain inputs and assumptions utilized in the valuation of intangible assets identified in its accounting for business combinations were reasonable in the circumstances. Such deficiency also resulted in material adjustments required to the Company’s provision for income taxes.
	5)	During testing of procedures during 2021, the Company’s subsidiary, Whinstone, did identify that there were material weaknesses over internal controls at Whinstone. The weaknesses noted that Whinstone did not properly document the design of its internal controls; did not design and implement procedures to ensure proper segregation of duties and all transactions are entered and disclosed timely and accurately in accordance with GAAP, which includes transactions with related parties.

These material weaknesses create a reasonable possibility that a material misstatement to our consolidated financial statements or disclosures would not be prevented or detected on a timely basis.

 

Remediation

Our Board of Directors and management take internal control over financial reporting and the integrity of our financial statements seriously. Management continues to work to improve its controls related to our material weaknesses, specifically relating to user access and change management surrounding the Company’s IT systems and applications. Management will continue to implement measures to remediate material weaknesses, such that these controls are designed, implemented, and operating effectively. The remediation actions include: (i) enhancing design and documentation related to both user access and change management processes and control activities (ii) developing and communicating additional policies and procedures to govern the area of IT change management, and (iii) developing robust processes to validate all data that is received from third-parties and relied upon to generate financial statements. To achieve the timely implementation of the above, management has commenced the following actions and will continue to assess additional opportunities for remediation on an ongoing basis:

 

●

Engaging a third-party specialist to assist management with improving the Company’s overall control environment, focusing on change management, access, and financial reporting controls .

 

●

Implementing new applications and systems that are aligned with management’s focus on creating strong internal controls, as well as complete and accurate financial statements.

 

●

Implementing more robust policies and procedures, relating to third-party data as well as the inputs and assumptions utilized in estimates, including in business combination valuations and assessments, to ensure the reliability of controls and financial reporting .

 

●

Continuing to increase headcount across the Company, with a particular focus on hiring individuals with strong SOX and internal control backgrounds.

However, the material weaknesses in our internal control over financial reporting will not be considered remediated until other ITGCs and process-level controls operate for a sufficient period of time and can be tested and concluded by management to be designed and operating effectively. We cannot provide any assurance that these remediation efforts will be successful or that our internal control over financial reporting will be effective as a result of these efforts. In addition, we continue to evaluate and work to improve our internal control over financial reporting related to the identified material weaknesses, management may determine to take additional measures to address control deficiencies or determine to modify the remediation plan described above.

Changes in Internal Control over Financial Reporting:

 

We are taking the remedial actions described above and expect to implement them prior to December 31, 2022.

During the fiscal year ended December 31, 2021, we completed acquisitions of two significant subsidiaries, Whinstone and ESS Metron, and began the process of integrating these acquired businesses into our own, including incorporating our system of internal controls and procedures with those of our acquired businesses. As part of our integration of these acquired businesses, we are in the process of incorporating our controls and procedures with respect to Whinstone’s and ESS Metron’s operations, which we expect to complete as of December 31, 2022. Other than the system and related process changes associated with these two acquisitions, there have been no changes in our internal control over financial reporting that occurred during the nine months ended September 30, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

During 2022 the internal controls of the acquired subsidiaries are being updated and remediated and will be subject to testing and evaluation by management and our auditors.

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

Disclosure under this Item is incorporated by reference to the disclosure provided in this Quarterly Report under Part I, Item 1., Financial Statements in Note 16. “Commitments and Contingencies” to these unaudited Notes to Condensed Consolidated Financial Statements.

 

Item 1A. Risk Factors 

 

Certain factors may have a materially adverse effect on our business, financial condition, and results of operations, including the risk, factors, and uncertainties described under this Part II, Item 1A, and elsewhere in this Quarterly Report, as well as the various risks, factors and uncertainties discussed under the heading “Risk Factors” under Part I, Item 1A of the 2021 Annual Report, as well as elsewhere in the 2021 Annual Report and in the other filings we make with the SEC, including our quarterly reports on Form 10-Q for the three months ended March 31, 2022 and June 30, 2022, as filed with the SEC on May 10, 2022 and August 15, 2022, respectively. This is not an exhaustive list, and there are other factors that may be applicable to our business that are not currently known to us or that we currently do not believe are material. Any of these risks could have an adverse effect on our business, financial condition, operating results, or prospects, which could cause the trading price of our common stock to decline, and you could lose part or all of your investment. You should carefully consider the risks, factors, and uncertainties described below, together with the other information contained in this Quarterly Report, as well as the risk, factors, uncertainties, and other information we disclosed in our 2021 Annual report and in the other filings we make with the SEC before making an investment decision regarding our securities.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

N/A - none.

 

Item 3. Defaults Upon Senior Securities

 

N/A - none.

 

Item 4. Mine Safety Disclosures

 

N/A - none.

 

Item 5. Other Information

 

N/A - none.

 

Item 6. Exhibits

 

Exhibit Number		Description of Document
3.1		Articles of Incorporation filed September 20, 2017 (Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed September 25, 2017).
3.2		Bylaws effective September 20, 2017 (Incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K filed September 25, 2017).
3.3		Amendment to Bylaws effective March 9, 2018 (Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed March 12, 2018).
3.4		Articles of Merger between Bioptix, Inc. and Riot Blockchain, Inc. (Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed October 4, 2017).
4.1+*		Third Amendment to the Riot Blockchain, Inc. 2019 Equity Incentive Plan.
10.1+*		Form of Service-Based Restricted Stock Award Agreement.
10.2+*		Form of Performance-Based Restricted Stock Award Agreement.
10.3+*		Form of Executive Employment Agreement.
31.		Rule 13a-14(a)/15d-14(a) Certifications.
31.1*		Rule 13a-14(a)/15d-14(a) - Certification of Chief Executive Officer (principal executive officer). *
31.2*		Rule 13a-14(a)/15d-14(a) - Certification of Chief Financial Officer (principal financial officer). *
32.		Section 1350 Certification
32.1*		Section 1350 Certification of Chief Executive Officer (principal executive officer).
32.2*		Section 1350 Certification of Chief Financial Officer (principal financial officer).
101*		The following unaudited condensed consolidated financial statements from this Quarterly Report, formatted in iXBRL (inline eXtensible Business Reporting Language) includes: (i) the Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021 (Unaudited); (ii) the Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2022 and 2021 (Unaudited); (iii) the Condensed Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2022 and 2021 (Unaudited); (iv) the Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021 (Unaudited); and (v) the Notes to Unaudited Condensed Consolidated Financial Statements.*
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).*

 

*		Filed herewith.
+		Indicates a management contract or compensatory plan or arrangement.

 

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized on November 7, 2022.

 

	Riot Blockchain, Inc. (Registrant)
Dated: November 7, 2022	/s/ Jason Les
	Jason Les
	Chief Executive Officer (Principal Executive Officer)
	/s/ Colin Yee
	Colin Yee
	Chief Financial Officer (Principal Financial Officer)