Bit Digital, Inc. Announces First Quarter of Fiscal Year 2022 Financial Results
Bit Digital, Inc. (Nasdaq: BTBT) announced unaudited financial results for Q1 2022, reporting $8.0 million in Bitcoin mining revenue and $0.5 million from Ethereum. The company's cash stood at $28.1 million with total liquidity of $73.3 million. Non-GAAP net income was $2.9 million, or $0.04 per share. Bitcoin production yielded 194.48 BTC and 189.26 ETH this quarter. The company's maximum hash rate is projected to increase to 2.8 EH/s due to recent agreements with Riot Blockchain and Coinmint, enhancing its sustainable energy use.
- Bitcoin mining revenue of $8.0 million for Q1 2022.
- Non-GAAP net income of $2.9 million; earnings per share at $0.04.
- Projected maximum hash rate to increase to 2.8 EH/s post agreements.
- Strong cash position of $28.1 million; total liquidity of $73.3 million.
- Net loss of $10.2 million compared to a net income of $35.8 million in Q1 2021.
- Lower production volume due to increased competition and network conditions.
NEW YORK, June 22, 2022 /PRNewswire/ -- Bit Digital, Inc. (Nasdaq: BTBT) (the "Company"), a digital asset mining company headquartered in New York, today announced its unaudited financial results for the first quarter ended March 31, 2022.
Financial Highlights for the First Quarter 2022
- Bitcoin mining revenue was
$8.0 million for the first quarter of 2022. Revenue from Ethereum mining was$0.5 million . - We had cash and cash equivalents of
$28.1 million , and total liquidity (defined as cash and digital assets) of approximately$73.3 million , as of March 31, 2022. Total assets were$169.6 million as of March 31, 2022. - Non-GAAP income* from operations was
$0.5 million . - Non-GAAP net income** was
$2.9 million , or$0.04 earnings per share.
* Non-GAAP income from operations excludes the impact of depreciation of property and equipment, and share-based compensation expense.
** Non-GAAP net income excludes depreciation of property and equipment, share-based compensation expenses, impairment of digital assets, gain from disposal of property and equipment, gain from sale of investment security and gain from sales of a subsidiary.
Operational Highlights for the First Quarter 2022
- The Company earned 194.48 bitcoins and 189.26 ETH during the quarter. Factors impacting production included the Company's ongoing miner redeployment program, growth in the overall bitcoin network hash rate, and the number of days in the quarter.
- Treasury holdings of BTC and ETH were 832.14 and 266.71, with a fair market value of approximately
$27.6 million and$0.6 million on March 31, 2022, respectively. - The Company owned 27,644 bitcoin miners and 731 Ethereum miners as of March 31, 2022, with an estimated maximum total hash rate of 1.6 EH/s and 0.3 TH/s, respectively. As of May 31, 2022, the Company owned 33,376 bitcoin miners with an estimated maximum total hash rate of 2.17 EH/s.
- Subsequent to quarter-end, the Company signed a miner swap agreement with Riot Blockchain, Inc. (Riot), which provides for Riot to deliver miners rated at 0.625 EH/s to the Company in exchange for 0.5 EH/s delivered from the Company to Riot, a
25% boost in favor of the Company. - As of May 31, 2022, the Company had received 5,023 machines pursuant to its previously announced 10,000-unit purchase agreement with Bitmain Technologies Limited. The final installment is expected to ship in June 2022. Pro forma for these announced purchases and the miner swap with Riot, our maximum total hash rate is expected to be approximately 2.8 EH/s.
- The Company purchased 706 bitcoin miners on the spot market during the first quarter, and took delivery of these machines during April 2022. The Company also sold 100 MicroBT Whatsminer M21S bitcoin miners during the quarter.
- Subsequent to quarter end, the Company signed a new 20 MW hosting agreement with Coinmint LLC ("Coinmint"). Approximately half of this capacity has been delivered as of the date of this report, with the remainder scheduled for early July. The Coinmint facility utilizes power that is
90% emissions-free. - Approximately
67% of our fleet's run-rate electricity consumption was generated from carbon-free energy sources as of March 31, 2022, based on data provided by our hosts, publicly available sources, and internal estimates, demonstrating our commitment to sustainable practices in the digital asset mining industry.
Management Commentary
"The first quarter of 2022 marked the first full quarter in which
As previously announced, subsequent to quarter end, we faced interruptions at certain hosting partners' sites. We quickly signed a new hosting agreement with Coinmint for 20 MW of primarily carbon-free power, more than enough to offset the effect of the interruptions. Coinmint has already fulfilled approximately half of this capacity, with the remainder scheduled for early July. Further, we signed a miner swap agreement with Riot Blockchain Inc. ("Riot") which provides a
Unsurprisingly, our first quarter results faced difficult comparisons to the prior year, when a majority of our fleet was deployed in China, and network hash rates were lower. Further, the decrease in bitcoin price since late 2021 has coincided with an increase in network hash, reducing industrywide margins and heightening competition. Our strong balance sheet positions us to successfully navigate these market headwinds. We remain debt-free, and had over
Non-GAAP Financial Measures
We are providing supplemental financial measures for (i) non-GAAP income from operations and (ii) non-GAAP net income. These supplemental financial measures are not measurements of financial performance under US GAAP and, as a result, these supplemental financial measures may not be comparable to similarly titled measures of other companies. Management uses these non-GAAP financial measures internally to help understand, manage, and evaluate our business performance and to help make operating decisions. We believe that these non-GAAP financial measures are also useful to investors and analysts in comparing our performance across reporting periods on a consistent basis.
The following is a reconciliation of non-GAAP income (loss) from operations, which excludes the impact of (i) depreciation of property and equipment, and (ii) share based compensation expenses, to its most directly comparable GAAP measures for the periods indicated:
For the | ||||||||
2022 | 2021 | |||||||
Reconciliation of non-GAAP income from operations: | ||||||||
Income (Loss) from Operations | $ | (3,766,828) | $ | 25,609,778 | ||||
Depreciation and amortization expenses | 3,799,629 | 3,650,374 | ||||||
Share based compensation expenses | 463,900 | - | ||||||
Non-GAAP Income from Operations | $ | 496,701 | $ | 29,260,152 | ||||
The following is a reconciliation of non-GAAP net income (loss), which excludes the impact of (i) depreciation of property and equipment, (ii) share based compensation expenses, (iii) impairment of digital assets, (iv) gain from disposal of property and equipment, (v) gain from sale of investment security and (vi) gain from sales of a subsidiary, to its most directly comparable GAAP measures for the periods indicated:
For the | ||||||||
2022 | 2021 | |||||||
Reconciliation of non-GAAP net income: | ||||||||
Net (loss) income | $ | (10,179,789) | $ | 35,786,323 | ||||
Depreciation and amortization expenses | 3,799,629 | 3,650,374 | ||||||
Share based compensation expenses | 463,900 | - | ||||||
Impairment of digital assets | 10,045,603 | - | ||||||
Gain from disposal of property and equipment | (174,568) | - | ||||||
Gain from sale of investment security | (1,039,999) | - | ||||||
Gain from sales of a subsidiary | (52,383) | - | ||||||
Non-GAAP Net Income | $ | 2,862,393 | $ | 39,436,697 | ||||
For the | ||||||||
2022 | 2021 | |||||||
Reconciliation of non-GAAP Basic and Dilutive Earnings (Loss) Per Share: | ||||||||
Basic and dilutive (loss) earnings per share | $ | (0.15) | $ | 0.74 | ||||
Depreciation and amortization expenses | 0.05 | 0.08 | ||||||
Share based compensation expenses | 0.01 | - | ||||||
Impairment of digital assets | 0.14 | - | ||||||
Gain from disposal of property and equipment | (0.00) | - | ||||||
Gain from sale of investment security | (0.01) | - | ||||||
Gain from sales of a subsidiary | (0.00) | - | ||||||
Non-GAAP basic and dilutive earnings per share | $ | 0.04 | $ | 0.82 | ||||
About Bit Digital
Bit Digital, Inc. is a digital assets mining company headquartered in New York City. Our mining operations are located in North America. For additional information, please contact IR@bit-digital.com or visit our website at www.bit-digital.com.
Investor Notice
Investing in our securities involves a high degree of risk. Before making an investment decision, you should carefully consider the risks, uncertainties and forward-looking statements described under "Risk Factors" in Item 3.D of our most recent Annual Report on Form 20-F for the fiscal year ended December 31, 2021. If any material risk was to occur, our business, financial condition or results of operations would likely suffer. In that event, the value of our securities could decline and you could lose part or all of your investment. The risks and uncertainties we describe are not the only ones facing us. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. In addition, our past financial performance may not be a reliable indicator of future performance, and historical trends
should not be used to anticipate results in the future. Future changes in the network-wide mining difficulty rate or bitcoin hash rate may also materially affect the future performance of Bit Digital's production of bitcoin. Actual operating results will vary depending on many factors including network difficulty rate, total hash rate of the network, the operations of our facilities, the status of our miners, and other factors. Additionally, all discussions of financial metrics assume mining difficulty rates as of June 2022. See "Safe Harbor Statement" below.
Safe Harbor Statement
This press release may contain certain "forward-looking statements" relating to the business of Bit Digital, Inc., and its subsidiary companies. All statements, other than statements of historical fact included herein are "forward-looking statements." These forward-looking statements are often identified by the use of forward-looking terminology such as "believes," "expects," or similar expressions, involving known and unknown risks and uncertainties. Although the company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The company's actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the company's periodic reports that are filed with the Securities and Exchange Commission and available on its website at http://www.sec.gov. All forward-looking statements attributable to the company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the company does not assume a duty to update these forward-looking statements.
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
Overview
Digital Asset Mining Business
We are a digital asset mining company with mining operations in the United States and Canada. We commenced our bitcoin mining business in February 2020, and commenced limited Ethereum mining operations in January 2022. Our mining operations, hosted by third party providers, use specialized computers, known as miners, to generate digital assets. The miners use application specific integrated circuit ("ASIC") chips. These chips enable the miners to apply greater computational power, or "hash rate", to provide transaction verification services (known as "solving a block") which helps support the blockchain. For every block added, the blockchain provides an award equal to a set number of digital assets per block. Miners with a greater hash rate have a higher chance of solving a block and receiving an award.
We operate our mining assets with the primary intent of accumulating digital assets which we may sell for fiat currency from time to time depending on market conditions and management's determination of our cash flow needs. Our mining strategy has been to mine bitcoins as quickly and as many as possible given the fixed supply of bitcoins. In view of the long delivery lead time to purchase miners from manufacturers like Bitmain Technologies Limited ("Bitmain") and MicroBT Electronics Technology Co., Ltd ("MicroBT"), we initially chose to acquire miners on the spot market, which can typically result in delivery within a few weeks. In parallel, we also enjoy strategic relationships with leading manufacturers, which we believe enables our access to ASICs on advantageous terms.
We have signed services agreements with third party hosting partners in North America. These partners operate specialized mining data centers, where they install and operate our miners and provide IT consulting, maintenance, and repair work on-site for us. Our mining facilities in Texas and Nebraska are maintained by Compute North LLC. Our mining facility in Georgia is maintained by Core Scientific, Inc. Our mining facilities in New York are maintained by Blockfusion USA, Inc. ("Blockfusion") and Digihost Technologies Inc. ("Digihost")
We are a sustainability-focused bitcoin mining company. On June 24, 2021, we signed the Crypto Climate Accord, a private sector-led initiative that aims to decarbonize the crypto and blockchain sectors.
On December 7, 2021, we became a member of the Bitcoin Mining Council ("BMC"), joining MicroStrategy and other founding members to promote transparency, share best practices, and educate the public on the benefits of bitcoin and bitcoin mining.
Miner Deployments
During the first quarter of 2022, we continued to work with our hosting partners to deploy our miners in North America. As of March 31, 2022,
As of December 31, 2021,
Power and Hosting Overview
During the first quarter of 2022, our hosting partners continued to prepare sites to deliver our contracted hosting capacity, bringing additional power online for our miners.
As of March 31, 2022, Compute North provided approximately 20 MW of capacity for our miners. Our overall expected future hosting capacity with Compute North is approximately 48 MW. We expect the remaining approximately 28 MW of anticipated hosting deployments to begin following our delivery of related equipment in the second half of 2022. As previously announced, during the quarter we signed a renewal hosting agreement extending the term of a prior agreement for an additional 5 years for approximately 6.5 MW of our total hosting capacity with Compute North. In April 2022, we amended and restated an additional existing hosting agreement for approximately 30 MW of our total hosting capacity with Compute North, to provide for deployment of our miners at a new site in Texas. The amendment did not materially change the total hosting capacity to be provided by Compute North.
As of March 31, 2022, our facility with Blockfusion in Niagara Falls, New York provided approximately 9.4 MW to power our miners. Upon completion, this facility is expected to deliver an aggregate of 35 MW to power our miners.
As of March 31, 2022, our facilities with Digihost in North Tonawanda and Buffalo, New York provided approximately 7 MW to power our miners. Upon completion, these combined facilities are expected to deliver an aggregate of 20 MW to power our miners. Additionally, Digihost has informed us that they continue to work to identify a location to fulfill the remaining 100 MW of contracted hosting capacity pursuant to our agreements.
As of March 31, 2022, our facility with Core Scientific in Georgia provided approximately 0.3 MW to power our miners.
Miner Fleet Overview
As of December 31, 2021, we had 27,744 miners for bitcoin mining, with a total maximum hash rate of 1.60 EH/S. As of March 31, 2022, we had 27,644 miners for bitcoin mining and 731 miners for Ethereum mining, with a total maximum hash rate of 1.6 EH/S and 0.3 TH/s, respectively. As of May 31, 2022, we had 33,373 miners for bitcoin mining and 731 miners for Ethereum mining, with a total maximum hash rate of 2.17 EH/S and 0.3 TH/s, respectively.
Our fleet of owned miners comprised the following models as of March 31, 2022:
Model | Owned as | |||
MicroBT Whatsminer M21S | 16,196 | |||
MicroBT Whatsminer M20S | 3,690 | |||
Bitmain Antminer S17 | 3,641 | |||
MicroBT Whatsminer M10 | 1,938 | |||
Bitmain Antminer T3 | 769 | |||
Bitmain Antminer S19 Pro | 605 | |||
Bitmain Antminer T17+ | 500 | |||
MicroBT Whatsminer M30S | 261 | |||
Bitmain Antminer T17+ | 44 | |||
Total number for bitcoin miners | 27,644 | |||
Innosilicon A10 series ETH miners | 731 | |||
Total miners | 28,375 | |||
On October 7, 2021, we contracted to purchase an additional 10,000 Antminers from Bitmain under a Sales and Purchase Agreement (the "SPA") at an estimated cost of
On March 27, 2022, we entered into Asset Purchase Agreements with each of four unaffiliated sellers of bitcoin mining computers, from whom we acquired an aggregate of 706 bitcoin miners on the spot market, including 184 S19 J Pro miners; 197 S19 miners; 197 S19 miners; and 128 S19/S19 Pro miners, respectively. The acquired miners were delivered during April 2022.
The Company sold 100 MicroBT Whatsminer M21S miners during the quarter ended March 31, 2022.
Bitcoin Production
From the inception of our bitcoin mining business in February 2020 to March 31, 2022, we earned an aggregate of 3,769.95 bitcoins. The following table presents the number of bitcoins mined on a quarterly basis:
The following table presents our bitcoin mining activities for the three-month ended March 31, 2022.
Number | Amount (2) | |||||||
Balance at December 31, 2021 | 808.23 | $ | 35,025,158 | |||||
Receipt of BTC from mining services | 194.48 | 8,031,627 | ||||||
Sales of and payments made in BTC | (170.57) | (7,231,067) | ||||||
Realized gain on sale of BTC | - | 1,614,539 | ||||||
Impairment of BTC | - | (9,887,087) | ||||||
Balance at March 31, 2022 | 832.14 | $ | 27,553,170 | |||||
(1) | Includes bitcoins and bitcoin equivalents. |
(2) | Receipt of digital assets from mining services are the product of the number of bitcoins received multiplied by the bitcoin price obtained from CryptoCompare, calculated on a daily basis. Sales of digital assets are the actual amount received from sales. |
Environmental, Social and Governance
Sustainability is a major strategic focus for us. Several of our major mining locations in the US and Canada provide affordable access to partially carbon-free energy and other sustainability-related solutions, in varying amounts depending on location, including components of hydroelectric, solar, wind, nuclear and other carbon-free generation sources, based on information provided by our hosts and publicly available data, which we believe helps mitigate the environmental impact of our operations. We work with an independent ESG (Environmental, Social and Governance) consultant to self-monitor and adopt an environmental policy to help us to improve our percentage of green electricity and other sustainability initiatives. As we continue to align ourselves with the future of technology and business, we are dedicated to continuously enhancing sustainability, which we believe future-proofs our operations and the larger bitcoin network.
We believe that the bitcoin network and the mining that powers it are important inventions in human progress. The process of problem-solving and verifying bitcoin transactions using advanced computers is energy intensive, and scrutiny has been applied to the industry for this reason. It follows that the environmental costs of mining bitcoin should be surveyed and mitigated by every company in our fast-growing sector. We aim to contribute to the acceleration of bitcoin's decarbonization and act as a role model in our industry, responsibly stewarding digital assets.
We are currently working with Apex Group Ltd, an independent ESG consultancy, to become one the first publicly-listed bitcoin miners to receive an independent ESG rating on our operations, which we anticipate will provide transparency on the environmental sustainability of our operations, as well as other metrics. Apex's ESG Ratings & Advisory tools allow us to benchmark our ESG performance against international standards and our peers to identify opportunities for improvement and progress over time. We believe this is an integral approach to improving our sustainable practices and mitigating our environmental impact. By measuring the sustainability and footprint of Bit Digital's mining, we are able to develop targets to continuously improve as we shift towards our goal of
On December 7, 2021, the Company became a member of the Bitcoin Mining Council ("BMC"), joining MicroStrategy and other founding members to promote transparency, share best practices, and educate the public on the benefits of bitcoin and bitcoin mining.
COVID-19
In March 2020, the World Health Organization declared the COVID-19 outbreak ("COVID-19") a global pandemic. We operate in locations that have been impacted by COVID-19, and the pandemic has impacted and could further impact our operations and the operations of our customers as a result of quarantines, various local, state and federal government public health orders, facility and business closures, and travel and logistics restrictions. Conditions may improve or worsen as governments and businesses continue to take actions to respond to the risks of the COVID-19 pandemic. While the COVID-19 pandemic continues to cause uncertainty in the global economy and restrictive measures by governments and businesses remain in place, we expect our business and results of operations may be materially and adversely affected. The Company is actively monitoring this situation and the possible effects on its financial condition, liquidity, operations, suppliers, and industry.
Additionally, we have evaluated the potential impact of the COVID-19 outbreak on our financial statements, including, but not limited to, the impairment of long-lived assets and valuation of cryptocurrencies. Where applicable, we have incorporated judgments and estimates of the expected impact of COVID-19 in the preparation of the financial statements based on information currently available. These judgments and estimates may change, as new events develop and additional information is obtained, and are recognized in the consolidated financial statements as soon as they become known. Based on our current assessment, we do not expect any material impact on our long-term strategic plans, operations and liquidity.
We continue to actively monitor the situation and may take further actions that alter our operations and business practices as may be required by federal, state or local authorities or that we determine are in the best interests of our partners, customers, suppliers, vendors, employees and shareholders. The extent to which the COVID-19 outbreak will further impact the Company's financial results will depend on future developments, which are unknown and cannot be predicted, including the duration and ultimate scope of the pandemic, advances in testing, treatment and prevention, as well as actions taken by governments and businesses.
Results of operations
Results of Operations for the Three Months Ended March 31, 2022 and 2021
The following table summarizes the results of our operations during the three months ended March 31, 2022 and 2021, respectively, and provides information regarding the dollar increase or (decrease) during period.
For the | Variance | |||||||||||
2022 | 2021 | in Amount | ||||||||||
Revenue from digital asset mining | $ | 8,573,747 | $ | 43,953,050 | (35,379,303) | |||||||
Operating costs and expenses | ||||||||||||
Cost of revenue (exclusive of depreciation and amortization shown | (4,268,251) | (12,467,728) | 8,199,477 | |||||||||
Depreciation and amortization expenses | (3,799,629) | (3,650,374) | (149,255) | |||||||||
General and administrative expenses | (4,272,695) | (2,225,170) | (2,047,525) | |||||||||
Total operating expenses | (12,340,575) | (18,343,272) | 6,002,697 | |||||||||
(Loss) Income from Operations | (3,766,828) | 25,609,778 | (29,376,606) | |||||||||
Realized gain on exchange of digital assets | 1,637,023 | 10,456,497 | (8,819,474) | |||||||||
Impairment of digital assets | (10,045,603) | - | (10,045,603) | |||||||||
Gain from disposal of property and equipment | 174,568 | - | 174,568 | |||||||||
Gain from sale of investment security | 1,039,999 | - | 1,039,999 | |||||||||
Other (expenses) income, net | (570,890) | 2,190 | (573,080) | |||||||||
Total other (expenses) income, net | (7,764,903) | 10,458,687 | (18,223,590) | |||||||||
(Loss) Income before income taxes | (11,531,731) | 36,068,465 | (47,600,196) | |||||||||
Income tax benefits (expenses) | 1,351,942 | (282,142) | 1,634,084 | |||||||||
Net (loss) income | $ | (10,179,789) | $ | 35,786,323 | (45,966,112) | |||||||
Revenues
We generate revenues from provision of computing power to digital asset mining pools, and receive consideration in the form of digital assets, the value of which is determined using the market price of the related digital asset at the time of receipt. By providing computing power to successfully add a block to the blockchain, the Company is entitled to a fractional share of the fixed digital assets award from the mining pool operator, which is based on the proportion of computing power the Company contributed to the mining pool to the total computing power contributed by all mining pool participants in solving the current algorithm.
For the three months ended March 31, 2022, we received 194.48 bitcoins and 189.26 ETHs from one mining pool operator. As of March 31, 2022, our maximum hash rate was at an aggregate of 1.60 EH/s and 0.3 TH/s for our bitcoin miners and ETH miners, respectively. For the three months ended March 31, 2022, we recognized revenue of
For the three months ended March 31, 2021, we received 1,013.40 bitcoins from two mining pool operators. As of March 31, 2021, our maximum hash rate was 2,264.5 Ph/s. For the three months ended March 31, 2021, we recognized revenue of
Our revenues from bitcoin mining services decreased by
We expect to continue to invest in miners to increase the hash rate capacity of both bitcoin miners and ETH miners. As a result, we expect an increase in revenue during fiscal year 2022, subject to the price of bitcoin and ETH, network difficulty and other factors.
Cost of revenues
Cost of revenues was primarily comprised of direct production cost of the mining operations, including utilities and other service charges, but excluding depreciation and amortization expenses which are separately presented.
For the three months ended March 31, 2022, our cost of revenues was
We expect an increase in cost of revenues as we continue to focus on expansion and upgrade of our miner fleet.
Depreciation and amortization expenses
For the three months ended March 31, 2022 and 2021, depreciation and amortization expenses were
General and administrative expenses
For the three months ended March 31, 2022, our general and administrative expenses, totaling
For the three months ended March 31, 2021, our general and administrative expenses were primarily comprised of professional and consulting expenses of
Realized gain on exchange of digital assets
Digital assets are recorded at cost less impairment. Any gains or losses from sales of digital assets are recorded as "Realized gain (loss) on exchange of digital assets" in the consolidated statements of operations. For the three months ended March 31, 2022, we recorded a gain of
Impairment of digital assets
Impairment of digital assets was
Gain from sale of investment security
During the three months ended March 31, 2022, we sold a portion of our investment in one privately held company with cost of
Gain from disposal of property and equipment
For the three months ended March 31, 2022, we sold 100 bitcoin miners to one third party purchaser for total consideration of
Income tax benefits (expenses)
Income tax benefits were
Income tax expense was
Net (loss) income and (loss) earnings per share
For the three months ended March 31, 2022, our net loss was
Basic and diluted loss per share was
Non-GAAP Financial Measures
We are providing supplemental financial measures for (i) non-GAAP income from operations and (ii) non-GAAP net income. These supplemental financial measures are not measurements of financial performance under US GAAP and, as a result, these supplemental financial measures may not be comparable to similarly titled measures of other companies. Management uses these non-GAAP financial measures internally to help understand, manage, and evaluate our business performance and to help make operating decisions. We believe that these non-GAAP financial measures are also useful to investors and analysts in comparing our performance across reporting periods on a consistent basis.
The following is a reconciliation of non-GAAP income (loss) from operations, which excludes the impact of (i) depreciation of property and equipment, and (ii) share based compensation expenses, to its most directly comparable GAAP measures for the periods indicated:
For the | ||||||||
2022 | 2021 | |||||||
Reconciliation of non-GAAP income from operations: | ||||||||
Income (Loss) from Operations | $ | (3,766,828) | $ | 25,609,778 | ||||
Depreciation and amortization expenses | 3,799,629 | 3,650,374 | ||||||
Share based compensation expenses | 463,900 | - | ||||||
Non-GAAP Income from Operations | $ | 496,701 | $ | 29,260,152 | ||||
The following is a reconciliation of non-GAAP net income (loss), which excludes the impact of (i) depreciation of property and equipment, (ii) share based compensation expenses, (iii) impairment of digital assets, (iv) gain from disposal of property and equipment, (v) gain from sale of investment security and (vi) gain from sales of a subsidiary, to its most directly comparable GAAP measures for the periods indicated:
For the | ||||||||
2022 | 2021 | |||||||
Reconciliation of non-GAAP net income: | ||||||||
Net (loss) income | $ | (10,179,789) | $ | 35,786,323 | ||||
Depreciation and amortization expenses | 3,799,629 | 3,650,374 | ||||||
Share based compensation expenses | 463,900 | - | ||||||
Impairment of digital assets | 10,045,603 | - | ||||||
Gain from disposal of property and equipment | (174,568) | - | ||||||
Gain from sale of investment security | (1,039,999) | - | ||||||
Gain from sales of a subsidiary | (52,383) | - | ||||||
Non-GAAP Net Income | $ | 2,862,393 | $ | 39,436,697 | ||||
For the | ||||||||
2022 | 2021 | |||||||
Reconciliation of non-GAAP Basic and Dilutive Earnings (Loss) Per Share: | ||||||||
Basic and dilutive (loss) earnings per share | $ | (0.15) | $ | 0.74 | ||||
Depreciation and amortization expenses | 0.05 | 0.08 | ||||||
Share based compensation expenses | 0.01 | - | ||||||
Impairment of digital assets | 0.14 | - | ||||||
Gain from disposal of property and equipment | (0.00) | - | ||||||
Gain from sale of investment security | (0.01) | - | ||||||
Gain from sales of a subsidiary | (0.00) | - | ||||||
Non-GAAP basic and dilutive earnings per share | $ | 0.04 | $ | 0.82 | ||||
Liquidity and capital resources
To date, we have financed our operations primarily through cash flows from operations, and equity financing through public and private offerings of our securities. We plan to support our future operations primarily from cash generated from our operations and equity financings. We may also consider debt, preferred and convertible financing as well. As of March 31, 2022, we had working capital of
Revenue from Mining Operations
Funding our operations on a going-forward basis will rely significantly on our ability to continue to mine digital assets and the spot or market price of the digital assets we mine. We expect to generate ongoing revenues from the production of digital assets, primarily bitcoin, in our mining facilities. Our ability to liquidate digital assets at future values will be evaluated from time to time to generate cash for operations. Generating bitcoin, for example, with spot market values which exceed our production and other costs, will determine our ability to report profit margins related to such mining operations. Furthermore, regardless of our ability to generate revenue from our digital assets, 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 as equity, debt or conversion of digital assets to maintain our operations is subject to many risks and uncertainties and, even if we are successful, future equity issuances would 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, the value of bitcoin rewards has been extremely volatile historically, and future prices cannot be predicted.
If we are unable to generate sufficient revenue from our bitcoin production when needed or secure additional sources of funding, it may become necessary to significantly reduce our current rate of expansion or to explore other strategic alternatives.
Cash flows
For the | ||||||||
2022 | 2021 | |||||||
Net Cash (Used in) Operating Activities | $ | (6,663,428) | $ | (2,537,979) | ||||
Net Cash (Used in) Provided by Investing Activities | (4,109,195) | 1,080,412 | ||||||
Net Cash (Used in) Provided by Financing Activities | (2,219,355) | 1,280,000 | ||||||
Cash, cash equivalents and restricted cash, beginning of period | 42,398,528 | 405,133 | ||||||
Cash, cash equivalents and restricted cash, end of period | $ | 29,406,550 | $ | 227,566 | ||||
Operating Activities
Net cash used in operating activities was
Net cash used in operating activities was
Investing Activities
Net cash used in investing activities was
Net cash provided by investing activities was
Financing Activities
Net cash used in financing activities was
Net cash provided by financing activities was
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements. These financial statements are prepared in accordance with US GAAP, which requires the Company to make estimates and assumptions that affect the reported amounts of our assets and liabilities and revenues and expenses, to disclose contingent assets and liabilities on the dates of the consolidated financial statements, and to disclose the reported amounts of revenues and expenses incurred during the financial reporting periods. The most significant estimates and assumptions include the valuation of digital assets and other current assets, useful lives of property and equipment, the recoverability of long-lived assets, provision necessary for contingent liabilities and realization of deferred tax assets. We continue to evaluate these estimates and assumptions that we believe to be reasonable under the circumstances. We rely on these evaluations as the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates as a result of changes in our estimates. Some of our accounting policies require higher degrees of judgment than others in their application. We believe critical accounting policies as disclosed in this release reflect the more significant judgments and estimates used in preparation of our consolidated financial statements.
Recently issued and adopted accounting pronouncements
The Company has evaluated all other recently issued accounting pronouncements and believes such pronouncements do not have a material effect on the Company's financial statements. See Note 2 of the unaudited condensed consolidated financial statements as of March 31, 2022.
BIT DIGITAL, INC. UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS As of March 31, 2022 and December 31, 2021 (Expressed in US dollars, except for the number of shares) | ||||||||
March 31, | December 31, | |||||||
2022 | 2021 | |||||||
ASSETS | ||||||||
Current Assets | ||||||||
Cash and cash equivalents | $ | 28,086,550 | $ | 42,398,528 | ||||
Restricted cash | 1,320,000 | - | ||||||
Digital assets | 43,899,644 | 51,112,146 | ||||||
Other current assets | 4,968,525 | 3,050,616 | ||||||
Total Current Assets | 78,274,719 | 96,561,290 | ||||||
Non-Current Assets | ||||||||
Investment security | 333,334 | 1,000,000 | ||||||
Deposits for property and equipment | 54,147,381 | 43,094,881 | ||||||
Property and equipment, net | 28,651,298 | 32,489,158 | ||||||
Deferred tax assets | 849,944 | 58,081 | ||||||
Other non-current assets | 7,305,223 | 6,714,571 | ||||||
Total Non-Current Assets | 91,287,180 | 83,356,691 | ||||||
Total Assets | $ | 169,561,899 | $ | 179,917,981 | ||||
LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||
Current Liabilities | ||||||||
Accounts payables | $ | 3,537,633 | $ | 2,608,899 | ||||
Income tax payable | 348,253 | 559,774 | ||||||
Other payables and accrued liabilities | 988,537 | 1,875,933 | ||||||
Total Current Liabilities | 4,874,423 | 5,044,606 | ||||||
Non-Current Liabilities | ||||||||
Deferred tax liabilities | - | 462,372 | ||||||
Long-term income tax payable | 2,836,458 | 2,767,276 | ||||||
Total Non-Current Liabilities | 2,836,458 | 3,229,648 | ||||||
Total Liabilities | 7,710,881 | 8,274,254 | ||||||
Commitments and Contingencies | ||||||||
Shareholders' Equity | ||||||||
Preferred shares, | 9,050,000 | 9,050,000 | ||||||
Ordinary shares, | 696,438 | 695,914 | ||||||
Treasury stock, at cost, 129,986 and 115,514 shares as of March 31, 2022 and | (1,171,679) | (1,094,859) | ||||||
Additional paid-in capital | 183,332,535 | 182,869,159 | ||||||
Accumulated deficit | (30,056,276) | (19,876,487) | ||||||
Total Shareholders' Equity | 161,851,018 | 171,643,727 | ||||||
Total Liabilities and Shareholders' Equity | $ | 169,561,899 | $ | 179,917,981 | ||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
BIT DIGITAL, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME For the Three Months Ended March 31, 2022 and 2021 (Expressed in US dollars, except for the number of shares) | ||||||||
For the | ||||||||
2022 | 2021 | |||||||
Revenue from digital asset mining | $ | 8,573,747 | $ | 43,953,050 | ||||
Operating costs and expenses | ||||||||
Cost of revenue (exclusive of depreciation and amortization shown below) | (4,268,251) | (12,467,728) | ||||||
Depreciation and amortization expenses | (3,799,629) | (3,650,374) | ||||||
General and administrative expenses | (4,272,695) | (2,225,170) | ||||||
Total operating expenses | (12,340,575) | (18,343,272) | ||||||
(Loss) Income from Operations | (3,766,828) | 25,609,778 | ||||||
Realized gain on exchange of digital assets | 1,637,023 | 10,456,497 | ||||||
Impairment of digital assets | (10,045,603) | - | ||||||
Gain from disposal of property and equipment | 174,568 | - | ||||||
Gain from sale of investment security | 1,039,999 | - | ||||||
Other (expense) income, net | (570,890) | 2,190 | ||||||
Total other (expenses) income, net | (7,764,903) | 10,458,687 | ||||||
(Loss) Income before income taxes | (11,531,731) | 36,068,465 | ||||||
Income tax benefits (expenses) | 1,351,942 | (282,142) | ||||||
Net (loss) income and comprehensive (loss) income | $ | (10,179,789) | $ | 35,786,323 | ||||
Weighted average number of ordinary share outstanding | ||||||||
Basic and Diluted | 69,627,314 | 48,291,310 | ||||||
Net (loss) income per share | ||||||||
Basic and Diluted | $ | (0.15) | $ | 0.74 | ||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
BIT DIGITAL, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EQUITY For the Three Months Ended March 31, 2022 and 2021 (Expressed in U.S. dollars, except for the number of shares) | ||||||||||||||||||||||||||||||||
Preferred Shares | Common Shares | Treasury | Additional | Retained | Total | |||||||||||||||||||||||||||
Shares | Amount | Shares | Par Value | Stocks | capital | deficits) | equity | |||||||||||||||||||||||||
Balance, | - | - | 48,043,788 | $ | 480,438 | $ | - | $ | 53,219,626 | $ | (15,700,489) | $ | 37,999,575 | |||||||||||||||||||
Issuance of | - | - | 262,082 | 2,621 | - | 1,176,747 | - | 1,179,368 | ||||||||||||||||||||||||
Net income | - | - | - | - | - | - | 35,786,323 | 35,786,323 | ||||||||||||||||||||||||
Balance, | - | - | 48,305,870 | $ | 483,059 | $ | - | $ | 54,396,373 | $ | 20,085,834 | $ | 74,965,266 | |||||||||||||||||||
Balance, | 1,000,000 | 9,050,000 | 69,591,389 | $ | 695,914 | $ | (1,094,859) | $ | 182,869,159 | $ | (19,876,487) | $ | 171,643,727 | |||||||||||||||||||
Withholding | - | - | - | - | (76,820) | - | - | (76,820) | ||||||||||||||||||||||||
Issuance of | - | - | 52,442 | 524 | - | 450, 472 | - | 450,996 | ||||||||||||||||||||||||
Issuance of | - | - | - | - | - | 12,904 | - | 12,904 | ||||||||||||||||||||||||
Net loss | - | - | - | - | - | - | (10,179,789) | (10,179,789) | ||||||||||||||||||||||||
Balance, | 1,000,000 | 9,050,000 | 69,643,831 | $ | 696,438 | $ | (1,171,679) | $ | 183,332,535 | $ | (30,056,276) | $ | 161,851,018 | |||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
BIT DIGITAL, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the Three Months Ended March 31, 2022 and 2021 (Expressed in US dollars) | ||||||||
For the | ||||||||
2022 | 2021 | |||||||
Cash Flows from Operating Activities: | ||||||||
Net (loss) income | $ | (10,179,789) | $ | 35,786,323 | ||||
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||||||||
Depreciation of property and equipment | 3,799,629 | 3,650,374 | ||||||
Gain from disposal of property and equipment | (174,568) | - | ||||||
Realized gain on exchange of digital assets | (1,637,023) | (10,456,497) | ||||||
Impairment of digital assets | 10,045,603 | - | ||||||
Gain from sale of investment security | (1,039,999) | - | ||||||
Share based compensation expenses in connection with issuance of restricted shares | 463,900 | - | ||||||
Liquidation damage expenses | 619,355 | - | ||||||
Gain from divestiture of a subsidiary | (52,383) | - | ||||||
Deferred tax (benefits) expenses | (1,254,235) | 30,223 | ||||||
Changes in operating assets and liabilities: | ||||||||
Digital assets | (8,573,730) | (43,190,371) | ||||||
Other current assets | (223,745) | (1,336,681) | ||||||
Other noncurrent assets | (590,652) | - | ||||||
Accounts payables | 1,420,280 | 12,757,378 | ||||||
Income tax payable | (211,471) | 251,919 | ||||||
Long-term income tax payable | 69,182 | - | ||||||
Other payables and accrued liabilities | 856,218 | (30,647) | ||||||
Net Cash Used in Operating Activities | (6,663,428) | (2,537,979) | ||||||
Cash Flows from Investing Activities: | ||||||||
Purchases of property and equipment | - | (686,538) | ||||||
Deposits for property and equipment | (11,052,500) | - | ||||||
Proceeds from sales of digital assets | 7,003,000 | 1,766,950 | ||||||
Loss of cash in connection with divestiture of a subsidiary | (59,695) | - | ||||||
Net Cash (Used in) Provided by Investing Activities | (4,109,195) | 1,080,412 | ||||||
Cash Flows from Financing Activities: | ||||||||
Payment of liquidated damages related to private placement transactions | (2,219,355) | - | ||||||
Proceeds from issuance of convertible notes, net of issuance costs | - | 1,280,000 | ||||||
Net Cash (Used in) Provided by Financing Activities | (2,219,355) | 1,280,000 | ||||||
Effect of exchange rate changes on cash and cash equivalents | - | - | ||||||
Net decrease in cash, cash equivalents and restricted cash | (12,991,978) | (177,567) | ||||||
Cash, cash equivalents and restricted cash, beginning of period | 42,398,528 | 405,133 | ||||||
Cash, cash equivalents and restricted cash, end of period | $ | 29,406,550 | $ | 227,566 | ||||
Supplemental Cash Flow Information | ||||||||
Cash paid for interest expense | $ | - | $ | - | ||||
Cash paid for income tax | $ | 3,500 | $ | - | ||||
Non-cash Transactions of Investing and Financing Activities | ||||||||
Collection of USDC from private placement | $ | - | $ | 1,179,368 | ||||
Investment in an investment security in USDC | $ | - | $ | (1,000,000) | ||||
Purchases of property and equipment in USDT | $ | - | $ | (13,487,791) | ||||
Purchases of property and equipment in USDC | $ | - | $ | (895,893) | ||||
Repayment of USDC to a related party | $ | - | $ | (329,722) | ||||
Receivable due from a third party for sales of investment security | $ | 1,706,665 | $ | - | ||||
Collection of USDC from sales of property and equipment | $ | 212,800 | $ | - | ||||
Reconciliation of cash, cash equivalents and restricted cash | ||||||||
March 31, | December 31, | |||||||
2022 | 2021 | |||||||
Cash and cash equivalents | $ | 28,086,550 | $ | 42,398,528 | ||||
Restricted cash | 1,320,000 | - | ||||||
Cash, cash equivalents and restricted cash | $ | 29,406,550 | $ | 42,398,528 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
BIT DIGITAL, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND PRINCIPAL ACTIVITIES
Bit Digital, Inc. ("BTBT" or the "Company"), formerly known as Golden Bull Limited, is a holding company incorporated on February 17, 2017, under the laws of the Cayman Islands. The Company is currently engaged in the bitcoin mining business through its wholly owned subsidiaries in the United States and Canada.
The accompanying unaudited condensed consolidated financial statements reflect the activities of the Company and each of the following entities:
Name | Background | Ownership | ||
Bit Digital USA, Inc. ("BT USA") | ● A United States company | |||
Bit Digital Canada, Inc. ("BT | ● A Canadian company | |||
Bit Digital Hong Kong Limited ("BT | ● A Hong Kong company | |||
Bit Digital Strategies Limited ("BT | ● A Hong Kong company | |||
Bit Digital Singapore PTE. LTD. | ● A Singapore company |
Disposition of Golden Bull USA
On June 3, 2019, Golden Bull USA, Inc. was incorporated in the State of New York as a wholly-owned subsidiary of the Company. This entity was formed to develop a car rental business in the United States, which never commenced and was terminated. On March 16, 2022, the Company entered into a Share Purchase Agreement with Star Choice Investments Limited ("Star Choice"), an unrelated Hong Kong entity. Pursuant to the agreement, Star Choice agreed to purchase one hundred (
On the same date, the parties completed all of the share transfer registration procedures as required by the laws of New York State and all other closing conditions had been satisfied. As a result, the disposition contemplated by the agreement was completed. Upon completion of the disposition, the Purchaser became the sole shareholder of Golden Bull USA and assumed all assets and obligations of Golden Bull USA. Upon the closing of the transaction, the Company does not bear any contractual commitment or obligation to the business of Golden Bull USA, nor to the Purchaser.
Management believes that the disposition of Golden Bull USA does not represent a strategic shift that has (or will have) a major effect on the Company's operations and financial results. The disposition is not accounted as discontinued operations in accordance with ASC 205-20 (see Note 14).
BIT DIGITAL, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation and principles of consolidation
The interim unaudited condensed consolidated financial statements are prepared and presented in accordance with accounting principles generally accepted in the United States ("US GAAP").
The unaudited condensed consolidated financial information as of March 31, 2022 and for the three months ended March 31, 2022 and 2021 has been prepared without audit, pursuant to the rules and regulations of the SEC and pursuant to Regulation S-X. Certain information and footnote disclosures, which are normally included in annual financial statements prepared in accordance with US GAAP, have been omitted pursuant to those rules and regulations. The unaudited interim financial information should be read in conjunction with the audited financial statements and the notes thereto, included in the Form 20-F for the fiscal year ended December 31, 2021, which was filed with the SEC on April 15, 2022.
In the opinion of the management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments, which are necessary for a fair presentation of financial results for the interim periods presented. The Company believes that the disclosures are adequate to make the information presented not misleading. The accompanying unaudited condensed consolidated financial statements have been prepared using the same accounting policies as used in the preparation of the Company's consolidated financial statements for the year ended December 31, 2021. The results of operations for the three months ended March 31, 2022 and 2021 are not necessarily indicative of the results for the full years.
Fair value of financial instruments
ASC 825-10 requires certain disclosures regarding the fair value of financial instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:
- Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
- Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted market prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable and inputs derived from or corroborated by observable market data.
- Level 3 - inputs to the valuation methodology are unobservable.
Fair value of digital assets is based on quoted prices in active markets. The fair value of the Company's other financial instruments including cash and cash equivalents, restricted cash, deposits, other receivables, accounts payable, due to related parties, accounts payable and other payables, approximate their fair values because of the short-term nature of these assets and liabilities. Warrants were measured at fair value using unobservable inputs and categorized in Level 3 of the fair value hierarchy (Note 9).
BIT DIGITAL, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Digital assets
Digital assets (including bitcoin, ETH and USDC) are included in current assets in the accompanying unaudited condensed consolidated balance sheets. Digital assets purchased are recorded at cost and digital assets awarded to the Company through its mining activities are accounted for in connection with the Company's revenue recognition policy disclosed below.
Digital assets 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 the digital assets 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.
Purchases of digital assets by the Company, if any, will be included within investing activities in the accompanying unaudited condensed consolidated statements of cash flows, while digital assets awarded to the Company through its mining activities are included within operating activities on the accompanying unaudited condensed consolidated statements of cash flows. The sales of digital assets are included within investing activities in the accompanying unaudited condensed consolidated statements of cash flows and any realized gains or losses from such sales are included in "realized gain (loss) on exchange of digital assets" in the unaudited condensed consolidated statements of operations and comprehensive income (loss). The Company accounts for its gains or losses in accordance with the first-in first-out method of accounting.
Revenue recognition
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers ("ASC 606").
To determine revenue recognition for contracts with customers, the Company performs the following five steps: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation.
The Company recognizes revenue when it transfers its goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange.
Digital asset mining
The Company has entered into digital asset mining pools by executing contracts with the mining pool operators to provide computing power to the mining pool. The contracts are terminable at any time by either party and the Company's enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, the Company is entitled to a fractional share of the fixed digital assets award the mining pool operator receives, for successfully adding a block to the blockchain. The Company's fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm.
Providing computing power in digital asset transaction verification services is an output of the Company's ordinary activities. The provision of such computing power is the only performance obligation in the Company's contracts with mining pool operators. The transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date received, which is not materially different than the fair value at contract inception or the time the Company has earned the award from the pools. The consideration is all variable. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized. There is no significant financing component in these transactions.
Fair value of the digital assets award received is determined using the quoted price of the related digital assets at the time of receipt. There is currently no specific definitive guidance under US GAAP or alternative accounting framework for the accounting for digital assets recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies, which could have an effect on the Company's consolidated financial position and results from operations.
BIT DIGITAL, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Share-based compensation
Share-based awards granted are measured at fair value on grant date and share-based compensation expense is recognized (i) immediately at the grant date if no vesting conditions are required, or (ii) using the straight-line attribution method, net of estimated forfeitures, over the requisite service period. The fair values of restricted stock units ("RSUs") and restricted shares are determined with reference to the fair value of the underlying shares and the fair value of share options is generally determined using the Black-Scholes valuation model. The value is recognized as an expense over the respective service period, net of estimated forfeitures. Share-based compensation expense, when recognized, is charged to the consolidated income statements with the corresponding entry to additional paid-in capital, liability or noncontrolling interests.
On each measurement date, the Company reviews internal and external sources of information to assist in the estimation of various attributes to determine the fair value of the share-based awards granted by the Company, including the fair value of the underlying shares, expected life and expected volatility. The Company recognizes the impact of any revisions to the original forfeiture rate assumptions in the consolidated income statements, with a corresponding adjustment to equity.
In April 2019, the Company adopted ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which expands the scope of ASC 718 to include share-based payment transactions for acquiring goods and services from non-employees. The amendments specify that ASC 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor's own operations by issuing share-based payment awards. Upon the adoption of this guidance, the Company no longer re-measures equity-classified share-based awards granted to consultants or non-employees at each reporting date through the vesting date and the accounting for these share-based awards to consultants or non-employees and employees will be substantially aligned. The adoption of this guidance did not have a material impact on the Company's financial position, results of operations and cash flows. The unaudited condensed consolidated financial statements for the three months ended March 31, 2022 and 2021 were not retroactively adjusted.
Reclassification
Certain items in the financial statements of comparative period have been reclassified to conform to the financial statements for the current period. The reclassification has no impact on the total assets and total liabilities as of March 31, 2022 or on the statements of operations for the three months ended March 31, 2022.
Recent accounting pronouncements
The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company's financial reporting, the Company undertakes a study to determine the consequences of the change to its consolidated financial statements and assures that there are proper controls in place to ascertain that the Company's consolidated financial statements properly reflect the change.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. ASU 2016-13 was subsequently amended by Accounting Standards Update 2018-19, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Accounting Standards Update 2019-04 Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, and Accounting Standards Update 2019-05, Targeted Transition Relief. For public entities, ASU 2016-13 and its amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. For all other entities, this guidance and its amendments will be effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early application will be permitted for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. As an emerging growth company, the Company plans to adopt this guidance effective January 1, 2023. The Company is currently evaluating the impact of its pending adoption of ASU 2016-13 on its consolidated financial statements.
In 2020, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity, to address the complexity in accounting for certain financial instruments with characteristics of liabilities and equity. Amongst other provisions, the amendments in this ASU significantly change the guidance on the issuer's accounting for convertible instruments and the guidance on the derivative scope exception for contracts in an entity's own equity such that fewer conversion features will require separate recognition, and fewer freestanding instruments, like warrants, will require liability treatment. This guidance is effective for fiscal years beginning after December 15, 2021, with early adoption permitted. As an emerging growth company, the Company plans to adopt this guidance effective January 1, 2023. The Company is currently evaluating the impact of its pending adoption of ASU 2020-06 on its consolidated financial statements.
BIT DIGITAL, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
3. DIGITAL ASSETS
Digital asset holdings were comprised of the following:
March 31, | December 31, | |||||||
BTC | $ | 27,553,170 | $ | 35,025,158 | ||||
USDC | 15,768,934 | 15,829,464 | ||||||
ETH | 577,540 | 257,524 | ||||||
Total | $ | 43,899,644 | $ | 51,112,146 | ||||
For the three months ended March 31, 2022, the Company recognized impairment loss of
Additional information about digital assets
The following table presents additional information about BTC for the three months ended March 31, 2022 and 2021, respectively:
For the | ||||||||
2022 | 2021 | |||||||
Opening balance | $ | 35,025,158 | $ | 6,237,917 | ||||
Receipt of BTC from mining services | 8,031,627 | 43,953,050 | ||||||
Sales of BTC in exchange of cash | (6,803,200) | (1,766,950) | ||||||
Payment of BTC for service charges in mining facilities | (405,530) | (12,726,320) | ||||||
Payment of BTC for other expenses | (22,337) | (17,461) | ||||||
Exchange of BTC into USDC and USDT | - | (15,843,545) | ||||||
Lending of BTC to a third party | - | (1,148,593) | ||||||
Realized gain on exchange of BTC | 1,614,539 | 10,456,497 | ||||||
Impairment of BTC | (9,887,087) | - | ||||||
Ending balance | $ | 27,553,170 | $ | 29,144,595 | ||||
The following table presents additional information about ETH for the three months ended March 31, 2022 and 2021, respectively:
For the | ||||||||
2022 | 2021 | |||||||
Opening balance | $ | 257,524 | $ | - | ||||
Receipt of ETH from mining services | 542,120 | - | ||||||
Payment of ETH for service charges in mining facilities | (86,017) | - | ||||||
Payment of ETH for other expenses | (55) | - | ||||||
Realized gain on exchange of ETH | 22,484 | - | ||||||
Impairment of ETH | (158,516) | - | ||||||
Ending balance | $ | 577,540 | $ | - | ||||
BIT DIGITAL, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
3. DIGITAL ASSETS (CONTINUED)
The following table presents additional information about USDC for the three months ended March 31, 2022 and 2021, respectively:
For the | ||||||||
2022 | 2021 | |||||||
Opening balance | $ | 15,829,464 | $ | 56,005 | ||||
Receipt of USDC from sales of property and equipment | 212,800 | - | ||||||
Receipt of USDC from exchange of BTC | - | 1,430,305 | ||||||
Receipt of USDC from a private placement | - | 1,179,368 | ||||||
Sales of USDC in exchange of cash | (199,800) | - | ||||||
Payment of USDC for other expenses | (73,530) | (433,919) | ||||||
Investment in an investment security | - | (1,000,000) | ||||||
Purchases of miners | - | (895,893) | ||||||
Repayment of borrowings from a related party | - | (329,722) | ||||||
Ending balance | $ | 15,768,934 | $ | 6,144 | ||||
The following table presents additional information about USDT for the three months ended March 31, 2022 and 2021, respectively:
For the March 31, | ||||||||
2022 | 2021 | |||||||
Opening balance | $ | - | $ | - | ||||
Receipt of USDT from exchange of BTC | - | 14,413,240 | ||||||
Payment of USDT for other expenses | - | (714,589) | ||||||
Purchases of miners | - | (13,487,791) | ||||||
Ending balance | $ | - | $ | 210,860 | ||||
4. OTHER CURRENT ASSETS
Other current assets were comprised of the following:
March 31, | December 31, | |||||||
Deposits (a) | $ | 2,981,684 | $ | 2,981,684 | ||||
Receivable from sales of investment security (Note 6) | 1,706,665 | - | ||||||
Office rental deposit | 41,493 | 41,793 | ||||||
Others | 238,683 | 27,139 | ||||||
Other current assets | $ | 4,968,525 | $ | 3,050,616 | ||||
(a) | As of March 31, 2022 and December 31, 2021, the balance of deposits represented the deposits made to three service providers respectively, who paid utility charges in mining facilities on behalf of the Company. The deposits are refundable upon expiration of the agreement between the Company and the service provider, which may be due within 12 months from the effective date of the agreement. |
BIT DIGITAL, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
5. PROPERTY AND EQUIPMENT, NET
Property and equipment, net was comprised of the following:
March 31, | December 31, | |||||||
Miners for Bitcoin | $ | 33,217,475 | $ | 33,268,859 | ||||
Miners for ETH | 5,829,019 | 5,829,019 | ||||||
Less: accumulated depreciation | (10,395,196) | (6,608,720) | ||||||
Property and equipment, net | $ | 28,651,298 | $ | 32,489,158 | ||||
For the three months ended March 31, 2022, the Company sold 100 miners for bitcoins to one third party customer for a total consideration of
For the three months ended March 31, 2022 and 2021, depreciation expenses were
6. INVESTMENT SECURITY
During the three months ended March 31, 2021, the Company made an investment of
During the three months ended March 31, 2022, the Company sold two-thirds (2/3) of the investment for consideration of
For the three months ended March 31, 2022 and 2021, the Company did not record upward adjustments or downward adjustments on the investment. The Company's impairment analysis considers both qualitative and quantitative factors that may have a significant effect on the fair value of the equity security. As of March 31, 2022 and December 31, 2021, the Company did not recognize impairment against the investment security.
7. OTHER NON-CURRENT ASSETS
Other noncurrent assets were comprised of the following:
March 31, | December 31, | |||||||
Deposits (a) | $ | 7,242,571 | $ | 6,714,571 | ||||
Others | 62,652 | - | ||||||
Other non-current assets | $ | 7,305,223 | $ | 6,714,571 | ||||
(a) | As of March 31, 2022 and December 31, 2021, the balance of deposits represented the deposits made to three service providers respectively, who paid utility charges in mining facilities on behalf of the Company. The deposits are refundable upon expiration of the agreement between the Company and the service provider, which may be due over 12 months from the effective date of the agreement. |
BIT DIGITAL, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
8. SHARE-BASED COMPENSATION
Share-based compensation such as RSUs, incentive and non-statutory stock options, restricted shares, share appreciation rights and share payments may be granted to any directors, employees and consultants of the Company or affiliated companies under 2021 Omnibus Equity Incentive Plan ("2021 Plan") and 2021 Second Omnibus Equity Incentive Plan ("2021 Second Plan"). An aggregate of 2,415,293 RSUs were granted under the 2021 Plan and no ordinary shares remain reserved for issuance under the 2021 Plan. There are 5,000,000 ordinary shares reserved for issuance under the Company's 2021 Second Plan, under which 11,000 RSUs and 225,000 share options have been granted to employees as of March 31, 2022.
Restricted Stock Units ("RSUs")
As of December 31, 2021, the Company had 178,676 awarded and unvested RSUs. For the three months ended March 31, 2021, the Company did not grant RSUs to employees or non-employees.
A summary of the changes in the RSUs relating to ordinary shares granted by the Company during the three months ended March 31, 2022 is as follows:
Number of | Weighted | |||||||
Awarded and unvested as of January 1, 2022 | 178,676 | $ | 13.68 | |||||
Granted | - | $ | - | |||||
Vested | (56,642) | $ | 12.09 | |||||
Awarded and unvested as of March 31, 2022 | 122,034 | $ | 14.54 | |||||
Expected to vest as of March 31, 2022 | 122,034 | $ | 14.54 | |||||
As of March 31, 2022, there were
For the three months ended March 31, 2022, the Company recognized share-based compensation expense of
Share options
On March 16, 2022, the Company granted 225,000 share options to three employees under 2021 Second Plan. All of these share options are subject to a 24-month service vesting schedule, and vest 1/24 for each month at an exercise price of
The following table summarized the share option activities for the three months ended March 31, 2022:
Number of | Weighted | Weighted | ||||||||||
Options outstanding on December 31, 2021 | — | — | — | |||||||||
Granted | 225,000 | $ | 3.17 | 2.00 | ||||||||
Forfeited | — | — | — | |||||||||
Expired | — | — | — | |||||||||
Exercised | — | — | — | |||||||||
Options outstanding on March 31, 2022 | 225,000 | $ | 3.17 | 1.92 | ||||||||
Vested and exercisable on March 31, 2022 | — | — | — | |||||||||
Vested and expected to vest on March 31, 2022 | 225,000 | $ | 3.17 | 1.92 | ||||||||
BIT DIGITAL, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
9. SHARE CAPITAL
Ordinary shares
As of December 31, 2021, there were 69,591,389 ordinary shares issued and outstanding.
During the three months ended March 31, 2022, 52,442 ordinary shares were issued to the Company's officers employees and consultants 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 Company's 2021 Plan.
As of March 31, 2022, there were 69,643,831 ordinary shares issued and outstanding.
Preferred shares
As of March 31, 2022 and December 31, 2021, there were 1,000,000 preferred shares issued and outstanding.
The preference shares are entitled to the following preference features: 1) an annual dividend of
Treasury stock
The Company treats shares withheld for tax purposes on behalf of employees in connection with the vesting of restricted share grants as ordinary share repurchases because they reduce the number of shares that would have been issued upon vesting. For the three months ended March 31, 2022, the Company withheld 14,472 shares of its ordinary shares that were surrendered to the Company for withholding taxes related to restricted stock vesting valued at
Warrants
As of March 31, 2022 and December 31, 2021, the Company had outstanding 10,118,046 private placement warrants to purchase an aggregate of 10,118,046 ordinary shares at an exercise price of
In accordance with ASC 815, the Company determined that the warrants meet the conditions necessary to be classified as equity because the consideration is indexed to the Company's own equity, there are no exercise contingencies based on an observable market not based on its stock or operations, settlement is consistent with a fixed-for-fixed equity instrument, the agreement contains an explicit number of shares and there are no cash payment provisions.
The fair value of the warrants was estimated at
The following table provides quantitative information regarding Level 3 fair value measurements inputs for the Company's warrants at their measurement dates:
As of | ||||
Volatility | 192.85 | % | ||
Stock price | 7.59 | |||
Expected life of the warrants to convert | 3.81 | |||
Risk free rate | 0.97 | % | ||
Dividend yield | 0.0 | % | ||
BIT DIGITAL, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
10. INCOME TAXES
Cayman Islands
Under the current and applicable laws of the Cayman Islands, the Company is not subject to tax on income or capital gain. Additionally, upon payments of dividends by the Company to its shareholders, no Cayman Islands withholding tax will be imposed.
Hong Kong
After all bitcoin miners were migrated to North America, BT HK operates under a cost-plus model for its general and administration services provided and is currently reimbursed by Bit Digital USA Inc. starting in fiscal year 2022. The Company is currently engaging a third-party service provider to perform a benchmark study for transfer pricing purpose. Currently the mark-up percentage for the general and administration services provided by BT HK is estimated to be
Our subsidiaries in Hong Kong are taxed at a reduced rate of
According to ASC Topic 740, Income Taxes, ("ASC 740"), the uncertainty in income taxes shall be recognized in an enterprise's financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Based on the Company's evaluation, the Company believes that its income tax positions are more-likely-than-not to be sustained upon audit.
By virtue of the territorial source system adopted in Hong Kong, BT HK is in the process of applying for the Offshore Non-taxable Claim on its bitcoin mining income earned for the three months ended March 31, 2022 and 2021 under Hong Kong profits tax with the Hong Kong Inland Revenue Department ("HKIRD") on the ground that the said income is not arising in or derived from Hong Kong. Given the Offshore Non-taxable Claim is still subject to review and agreement by the HKIRD and there are uncertainties surrounding the claim as well as the Company's stock-based compensation deduction tax position, the Hong Kong subsidiary recorded an unrecognized tax benefit of
For the three months ended March 31, 2022, BT HK recorded current income tax benefit of
United States of America
For the US jurisdiction, the Company is subject to federal and state income taxes on its business operations.
The Company also evaluated the impact from the recent tax reforms in the United States, including the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") and Build Back Better Act ("BBB Act"). No material impact on the Company is expected based on our analysis. We will continue to monitor the potential impact going forward.
For the three months ended March 31, 2022, the Company is subject to US federal income taxes and withholding taxes, state income taxes and franchise taxes, primarily from Nebraska and Texas. The Company will continue to monitor its exposure to different states and comply with state income taxes filing requirement as the Company continues to expand its business in the United States. The Company has not been under any tax examination in the United States since inception.
For the three months ended March 31, 2022 and 2021, the Company incurred income tax and withholding tax benefits (expenses) as below:
For the | ||||||||
2022 | 2021 | |||||||
Federal income tax benefits (expenses) | $ | 239,545 | $ | (251,919) | ||||
State income tax benefits (expenses) | 1,105,598 | (30,223) | ||||||
Total | $ | 1,345,143 | $ | (282,142) | ||||
BIT DIGITAL, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
10. INCOME TAXES (CONTINUED)
Canada
The Company is subject to both federal and provincial income taxes for its business operation in Canada for the three months ended March 31, 2022.
For three months ended March 31, 2022 and 2021, the Company incurred Canada federal and state income tax benefits as below:
For the | ||||||||
2022 | 2021 | |||||||
Federal income tax benefits | $ | 41,637 | $ | - | ||||
State income tax benefits | 22,206 | - | ||||||
Total | $ | 63,843 | $ | - | ||||
Singapore
The Company is subject to corporate income tax for its business operation in Singapore. The Company generated a pre-tax loss of
Deferred Tax Assets/Liabilities
The Company reviews deferred tax assets for a valuation allowance based upon whether it is more likely than not that the deferred tax asset will be fully realized. The Company evaluates its valuation allowance requirements at end of each reporting period by reviewing all available evidence, both positive and negative, and considering whether, based on the weight of that evidence, a valuation allowance is needed. When circumstances cause a change in management's judgement about the recoverability of deferred tax assets, the impact of the change on the valuation allowance is generally reflected in income from operations. The future realization of the tax benefit of an existing deductible temporary difference ultimately depends on the existence of sufficient taxable income of the appropriate character within the carryforward period available under applicable tax law. As of March 31, 2022, the Company applies a full valuation allowance on the deferred tax assets of Bit Digital Strategies Limited and Bit Digital Singapore Ptd Ltd.
Unrecognized Tax Benefits
For unrecognized tax benefits, the Company's policy is to recognize interest and penalties that would be assessed in relation to the settlement value of unrecognized tax benefits as a component of income tax expense. For the three months ended March 31, 2022 and 2021, the Company recorded an unrecognized tax benefit of
BIT DIGITAL, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
11. (LOSS) EARNINGS PER SHARE
For the | ||||||||
2022 | 2021 | |||||||
Net (loss) income | $ | (10,179,789) | $ | 35,786,323 | ||||
Weighted average number of ordinary share outstanding | ||||||||
Basic and Diluted | 69,627,314 | 48,291,310 | ||||||
(Loss) Earnings per share | ||||||||
Basic and Diluted | $ | (0.15) | $ | 0.74 | ||||
Basic earnings (loss) per share is computed by dividing net income (loss) attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue ordinary share were exercised or converted into ordinary shares or resulted in the issuance of ordinary shares that then shared in the earnings of the entity.
For the three months ended March 31, 2022, the unvested RSUs, warrants and preferred shares were excluded from the calculation of diluted earnings per share because they were anti-dilutive. For the three months ended March 31, 2021, the Company had no dilutive shares.
12. RELATED PARTIES
During the Company's normal business operations in the three months ended March 31, 2021, the Company fully repaid the borrowings of
During the three months ended March 31, 2022, the Company did not enter into any transactions with related parties except as set forth below.
On March 21, 2022, the Company and an officer of the Company entered into a Confidential Settlement, General Release and Separation Agreement (the "Agreement") with a former employee (the "Employee"). The Employee asserted various disputes, which the Company settled for a sum of
As of March 31, 2022 and December 31, 2021, the Company had no outstanding balances due from or due to related parties.
13. CONTINGENCIES
On January 20, 2021, a securities class action lawsuit was filed against the Company and its former Chief Executive Officer and Chief Financial Officer titled Anthony Pauwels v. Bit Digital, Inc., Min Hu and Erke Huang (Case No. 1:21-cv-00515) (U.S.D.C. S.D.N.Y.). A second class action lawsuit was filed, substantially identical on January 26, 2021, titled, Yang v. Bit Digital, Inc., Min Hu and Erke Huang (Case No. 1:21-cv- 00721). Several other related cases have since been filed seeking lead plaintiff status. The class action is on behalf of persons that purchased or acquired our ordinary shares between December 21, 2020 and January 8, 2021, a period of volatility in our stock, as well as volatility in the price of bitcoin. We believe the complaints are based solely upon a research article issued on January 11, 2021, which included false claims and to which the Company responded in a press release filed on Form 6-K on January 19, 2021. On April 21, 2021, the Court consolidated several related cases under the caption In re Bit Digital Securities Litigation. Joseph Franklin Monkam Nitcheu was appointed as lead counsel. We have filed a motion to dismiss the lawsuits and will continue to vigorously defend the action.
From time to time, the Company is a party to various legal actions arising in the ordinary course of business. The Company accrues costs associated with these matters when they become probable and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred.
BIT DIGITAL, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
14. DISPOSITION OF GOLDEN BULL USA
On March 16, 2022, the Company into a share purchase agreement (the "Disposition SPA") with Star Choice Investments Limited ("Star Choice"), an unrelated Hong Kong entity (the "Purchaser"). Pursuant to the Disposition SPA, the Purchaser purchased Golden Bull USA in exchange for nominal consideration of
On the same date, the parties completed all of the share transfer registration procedures as required by the laws of State of New York and all other closing conditions had been satisfied. As a result, the disposition contemplated by the Disposition SPA was completed. Upon completion of the disposition, the Purchaser became the sole shareholder of Golden Bull USA and assumed all assets and obligations of Golden Bull USA. Upon the closing of the transaction, the Company does not bear any contractual commitment or obligation to the business of Golden Bull USA, nor to the Purchaser.
Golden Bull USA has been inactive since May 2020. It did not generate revenues or incur any operating expenses for the three months ended March 31, 2022 and 2021. Golden Bull USA had total assets of
Management believes that the disposition of Golden Bull USA does not represent a strategic shift that has (or will have) a major effect on the Company's operations and financial results. The disposition is not accounted as discontinued operations in accordance with ASC 205-20.
15. SUBSEQUENT EVENTS
On June 9, 2022, the Company and Riot Blockchain, Inc. ("Riot") entered into a Hashrate Swap Agreement (the "HSA"). The HSA provides for the exchange of cryptocurrency mining power ("Hashrate") through the exchange of bitcoin mining computers. Riot's miners are currently deployed at the Coinmint LLC ("Coinmint") facility located in Massena, New York (the "Coinmint Facility"). Riot desired to acquire Bit Digital's factory-new miners for future deployment and Bit Digital desired to acquire Riot's operating miners for immediate deployment at the Coinmint Facility. As additional consideration to Bit Digital to exchange its factory-new miners for Riot's operating miners, Riot agreed to deliver twenty-five (
On the first delivery date of June 14, 2022, Bit Digital delivered 2,500 S19j Pro Miners. This was followed by Riot's delivery of 2,841 S19 Pro Miners to Bit Digital on June 17, 2022. The Company further agreed to deliver an additional 2,500 S19j Pros to Riot in exchange for 2,841 S19 Pros scheduled to occur during the first week of July 2022.
Under the Coinmint Colocation Master Mining Services Agreement (the "MMSA") dated as of June 7, 2022 by and between Coinmint and Bit Digital USA, Inc., Coinmint will provide the required Mining Power (as defined) for a one-year period automatically renewing for three-month periods unless earlier terminated. The Company will pay Coinmint electric utility costs plus operating costs required to protect the digital assets; as well as a performance fee equal to
The Coinmint Facility operates in Upstate New York region that utilizes power that is
In May 2022, the Company's hosting partner Digihost Technology Inc. ("Digihost") advised the Company that a cut in power to its North Tonawanda, NY site resulted in approximately 1,580 of the Company's miners going offline. As of the date of this report, power had been restored to approximately 470 of the Company's miners, and Digihost continues efforts to restore power in full. Additionally, Digihost continues to await approval from the applicable authorities to complete its acquisition of the site's 60MW power plant; at this time there can be no assurances as to timing. The Company's management continues to monitor the situation.
The Company's hosting partner Blockfusion USA, Inc. ("Blockfusion") advised the Company that the substation at its Niagara Falls, NY facility was damaged by an explosion and subsequent fire, and power was cut off to approximately 2,515 of the Company's bitcoin miners and approximately 710 ETH miners that had been operating at the site immediately prior to the incident. The explosion and fire are believed to have been caused by faulty equipment owned by the power utility. Blockfusion and the Company intend to pursue claims including seeking reimbursement for lost revenue. Blockfusion is working with its insurer and the utility to restore power as quickly as possible. Operations are hoped to resume within a few weeks, but at this time there can be no assurances as to timing. The Company's management continues to monitor the situation and Blockfusion's pursuit of claims.
New York State Senate Bill S6486D (the "Bill"), passed by the New York State Senate on June 3, 2022, proposes a two-year moratorium on new or renewed permits filed in the future for behind-the-meter proof-of-work cryptocurrency mining operations at electric generating facilities that utilize carbon-based fuel in New York State. The Company's facilities in New York are either grid powered, and/or at facilities for which renewal applications have been previously filed. While the Bill could change prior to being signed by Governor Hochul, it is not currently expected to have an adverse effect on the Company's operations.
During April 4 through May 12, 2022, the Company issued an aggregate of 10,881,598 ordinary shares to Ionic Ventures LLC for gross proceeds of
Forward Looking Statements
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes included elsewhere in this news release. Except for the statements of historical fact, this news release contains "forward-looking information" and "forward-looking statements reflecting our current expectations that involve risks and uncertainties (collectively, "forward-looking information") that is based on expectations, estimates and projections as at the date of this news release. Actual results and the timing of events in this news release includes information about hash rate expansion, diversification of operations, potential further improvements to profitability and efficiency across mining operations, potential for the Company's long-term growth, and the business goals and objectives of the Company. Factors that could cause actual results, performance or achievements to differ materially from those discussed in our such forward-looking statements as a result of many factors, including, but not limited to: continued effects of the COVID19 pandemic may have a material adverse effect on the Company's performance as supply chains are disrupted and may prevent the Company from operating its assets; the ability to establish new facilities for bitcoin mining in North America; a decrease in cryptocurrency migrating and then operating its assets; a decrease in cryptocurrency pricing; volume of transaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency may not be realized; the digital currency market; the Company's ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company's operations; the volatility of digital currency prices; and other related risks as more fully set forth under "Risk Factors" and elsewhere in our Annual Report on Form 20-F for the year ended December 31, 2021 and other documents disclosed under the Company's filings at www.sec.gov. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company's assets going forward; the Company's ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent with historical prices; and there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company's normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
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SOURCE Bit Digital, Inc.
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