SEC Form 10-Q filed by MARA Holdings Inc.

11/12/24 4:13:56 PM ET

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mara-20240930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the transition period from _______to______

Commission File Number: 001-36555

MARA HOLDINGS, INC.

(Exact name of registrant as specified in charter)


Nevada						01-0949984
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)


101 NE Third Avenue, Suite 1200, Fort Lauderdale, FL						33301
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: 800-804-1690

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

MARA

The Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 5, 2024, the number of outstanding shares of the registrant’s common stock, par value $0.0001 per share, was 321,831,487.

TABLE OF CONTENTS


		Page
































PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of September 30, 2024 (unaudited) and December 31, 2023	1
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 2023 (unaudited)	3
	Condensed Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2024 and 2023 (unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023 (unaudited)	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	35
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	51
Item 4.	Controls and Procedures	52

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	54
Item 1A.	Risk Factors	54
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	55
Item 3.	Defaults Upon Senior Securities	55
Item 4.	Mine Safety Disclosures	56
Item 5.	Other Information	56
Item 6.	Exhibits	56


	September 30,		December 31,
	2024		2023
(in thousands, except share and per share data)	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	164,256	$	357,313
Restricted cash	12,000		—
Digital assets	17,099		639,660


Accounts receivable, net	2,792		—


Deposits	26,497		7,240

Prepaid expenses and other current assets	16,728		25,590
Total current assets	239,372		1,029,803


Digital assets	1,693,122		—
Property and equipment, net	1,092,140		671,772
Advances to vendors	240,322		95,589
Investments	154,046		106,292

Long-term deposits	56,185		59,790
Long-term prepaids	19,616		27,284
Operating lease right-of-use assets	9,363		443




Goodwill	45,362		—
Intangible assets, net	1,975		—
Deferred tax assets	28,646		—
Total long-term assets	3,340,777		961,170
TOTAL ASSETS	$	3,580,149	$	1,990,973

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	12,561	$	11,343
Accrued expenses	36,861		22,291


Derivative instrument, current portion	6,276		—
Operating lease liabilities, current portion	367		124
Finance lease liability, current portion	179		—


Other current liabilities	3,545		—
Total current liabilities	59,789		33,758
Long-term liabilities:
Notes payable	618,683		325,654


Derivative instrument, net of current portion	17,970		—
Operating lease liabilities, net of current portion	15,014		354
Finance lease liability, net of current portion	4,832		—

Deferred tax liabilities	—		15,286
Other long-term liabilities	8,268		—
Total long-term liabilities	664,767		341,294


Commitments and Contingencies (Note 16)




Stockholders’ Equity:
Preferred stock, par value $0.0001 per share, 50,000,000 shares authorized; no shares issued and outstanding at September 30, 2024 and December 31, 2023	—		—
Common stock, par value $0.0001 per share, 500,000,000 shares authorized; 304,912,746 shares and 242,829,391 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively	30		24
Additional paid-in capital	3,410,478		2,183,537

Accumulated deficit	(554,915)		(567,640)
Total stockholders’ equity	2,855,593		1,615,921
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	3,580,149	$	1,990,973


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except share and per share data)	2024		2023		2024		2023




Total revenues	$	131,647	$	97,849	$	441,984	$	230,740

Costs and expenses
Cost of revenues


Mining and hosting services	(97,527)		(59,628)		(281,625)		(148,227)
Depreciation and amortization	(101,136)		(53,548)		(266,939)		(108,556)
Total cost of revenues	(198,663)		(113,176)		(548,564)		(256,783)
Operating expenses
General and administrative expenses	(63,725)		(19,428)		(194,154)		(54,404)
Change in fair value of digital assets	30,088		(44,692)		370,896		117,868
Change in fair value of derivative instrument	(58,234)		—		(35,235)		—
Research and development	(2,813)		(713)		(9,124)		(1,573)

Early termination expenses	(10,304)		—		(38,061)		—
Amortization of intangible assets	(219)		—		(22,658)		—







Total operating expenses	(105,207)		(64,833)		71,664		61,891
Operating income (loss)	(172,223)		(80,160)		(34,916)		35,848

Gain (loss) on investments	(1,000)		—		4,236		—
Loss on hedge instruments	—		—		(2,292)		—
Equity in net earnings of unconsolidated affiliate	(2,133)		(647)		(825)		(647)


Net gain from extinguishment of debt	—		82,600		—		82,267
Interest income	3,894		426		8,655		1,366
Interest expense	(2,342)		(2,536)		(4,967)		(9,136)
Other non-operating income (loss)	(146)		—		67		—
Income (loss) before income taxes	(173,950)		(317)		(30,042)		109,698
Income tax benefit (expense)	49,161		(73)		42,767		(351)
Net income (loss)	$	(124,789)	$	(390)	$	12,725	$	109,347
Series A preferred stock accretion to redemption value	—		—		—		(2,121)
Net income (loss) attributable to common stockholders	$	(124,789)	$	(390)	$	12,725	$	107,226

Net income (loss) per share of common stock - basic	$	(0.42)	$	—	$	0.05	$	0.63
Weighted average shares of common stock - basic	294,942,685		179,602,722		277,643,666		169,162,821

Net income (loss) per share of common stock - diluted	$	(0.42)	$	(0.34)	$	0.05	$	0.27
Weighted average shares of common stock - diluted	294,942,685		183,736,770		282,651,034		174,393,108


For the Three Months Ended September 30, 2024

	Common Stock		Additional Paid-in Capital			Accumulated Deficit				Total Stockholders’ Equity
(in thousands, except share data)		Number			Amount
Balance at June 30, 2024		287,046,579	$	28		$	3,072,753	$	(430,126)		$	2,642,655
Stock-based compensation, net of tax withholding		859,452	—			22,818		—			22,818
Issuance of common stock, net of offering costs		17,313,059	2			320,759		—			320,761





Repurchase of shares in settlement of restricted stock		(306,344)	—			(5,852)		—			(5,852)



Net loss		—	—			—		(124,789)			(124,789)
Balance at September 30, 2024		304,912,746	$	30		$	3,410,478	$	(554,915)		$	2,855,593

For the Nine Months Ended September 30, 2024

		Common Stock				Additional Paid-in Capital		Accumulated Deficit			Total Stockholders’ Equity
(in thousands, except share data)		Number	Amount
Balance at December 31, 2023		242,829,391	$	24		$	2,183,537	$	(567,640)		$	1,615,921
Stock-based compensation, net of tax withholding		4,180,445	—			100,908		—			100,908
Issuance of common stock, net of offering costs		59,449,012	6			1,154,998		—			1,155,004





Repurchase of shares in settlement of restricted stock		(1,546,102)	—			(28,965)		—			(28,965)



Net income		—	—			—		12,725			12,725
Balance at September 30, 2024		304,912,746	$	30		$	3,410,478	$	(554,915)		$	2,855,593


	Nine Months Ended September 30,
(in thousands)	2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	12,725	$	109,347
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization	266,939		108,556


Deferred tax (benefit) expense	(43,932)		351

Change in fair value of digital assets	(370,896)		(117,868)




Gain on investments	(4,236)		—
Loss on hedge instruments	2,292		—
Stock-based compensation	103,585		13,907
Change in fair value of derivative instrument	35,235		—
Early termination expenses	38,061		—
Amortization of intangible assets	22,658		—
Amortization of debt issuance costs	1,434		2,780
Equity in net earnings of unconsolidated affiliate	825		647


Gain on extinguishment of debt, net	—		(82,267)
Other adjustments from operations, net	(2,341)		609
Changes in operating assets and liabilities	(425,945)		(260,549)









Net cash used in operating activities	(363,596)		(224,487)
CASH FLOWS FROM INVESTING ACTIVITIES
Advances to vendors	(584,799)		(87,315)
Acquisition, net of cash acquired	(275,839)		—
Loan receivable	(178)		—

Purchase of property and equipment	(64,303)		(25,813)
Proceeds from sale of property and equipment	2,200		—
Proceeds from sale of digital assets	118,358		179,509


Purchase of digital assets	(395,588)		—
Investment in equity method investments	(22,146)		(66,754)
Purchase of equity investments	(9,960)		—


Net cash used in investing activities	(1,232,255)		(373)




CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock, net of issuance costs	1,155,004		265,786
Proceeds from issuance of Series A preferred stock, net of issuance costs	—		13,629
Proceeds from issuance of convertible debt, net of issuance costs	291,595		—
Redemption of Series A preferred stock	—		(15,750)
Repurchase of shares in settlement of restricted stock	(28,965)		—




Repayments of finance lease liabilities	(163)		—
Repayment of term loan borrowings	—		(50,000)
Value of shares withheld for taxes	(2,677)		(100)

Net cash provided by financing activities	1,414,794		213,565

Net decrease in cash, cash equivalents and restricted cash	(181,057)		(11,295)
Cash, cash equivalents and restricted cash — beginning of period	357,313		112,505
Cash, cash equivalents and restricted cash — end of period	$	176,256	$	101,210


(in thousands)
Balance at December 31, 2023	$	—
Commodity swap contract	10,989
Change in fair value of derivative instrument	(35,235)
Balance at September 30, 2024	$	(24,246)


(in thousands)	April 1, 2024
Initial cash consideration, net of cash acquired	$	92,025

Working capital adjustment	4,748
Total purchase consideration	$	96,773


(in thousands)	January 12, 2024
Initial cash consideration, net of cash acquired	$	175,734
Working capital adjustments	8,081
Estimate fair value contingent earn-out and other	5,832
Total purchase consideration	$	189,647


(in thousands)
Balance at December 31, 2023	$	—
Contingent consideration liability	3,523
Change in fair value of contingent earn-out	(38)
Balance at September 30, 2024	$	3,485


(in thousands, except for quantity)	Quantity	Cost Basis		Fair Value
Bitcoin	26,747	$	1,256,486	$	1,693,122
Kaspa	107,891,919	15,171		17,099
Total digital assets held as of September 30, 2024		$	1,271,657	$	1,710,221


(in thousands, except useful life)	Useful life (Years)	September 30, 2024		December 31, 2023
Land (1)	—	$	4,649	$	—
Land improvements	9	25,246		—
Building and improvements	25	50,866		—
Mining rigs	3	1,191,928		862,055
Containers	10 - 15	56,977		5,676
Equipment	4 - 15	65,622		—
Software and hardware	2	3,307		—
Asset retirement obligation	8	7,879		—
Construction in progress	—	145,311		—
Other	7	839		242
Total gross property, equipment		1,552,624		867,973
Less: Accumulated depreciation and amortization		(460,484)		(196,201)
Property and equipment, net		$	1,092,140	$	671,772


	As of September 30, 2024

GC Data Center Equity Holdings, LLC		$	30,852
Garden City Acquisition		14,510
Total goodwill		$	45,362


Year	Amount (in thousands)
2024 (remaining)	$	220
2025	878
2026	877


Thereafter	—
Total	$	1,975


			Level 1:			Observable inputs such as quoted market prices in active markets for identical assets or liabilities

			Level 2:			Observable market-based inputs or unobservable inputs that are corroborated by market data

			Level 3:			Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions


	As of September 30, 2024
(in thousands)	Cost		Accumulated amortization		Net
Customer relationships	$	22,000	$	(22,000)	$	—
Intellectual property	2,633		(658)		1,975
Total intangible assets	$	24,633	$	(22,658)	$	1,975



(in thousands)	Total carrying value at September 30, 2024		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Assets:

Money market funds	$	105,130	$	105,130	$	—	$	—


Digital assets	1,710,221		1,710,221		—		—

Liabilities:
Derivative instrument (1)	24,246		—		24,246		—
Contingent consideration liability (2)	3,485		—		—		3,485



(in thousands)	Total carrying value at December 31, 2023		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Assets:

Money market funds	$	141,147	$	141,147	$	—	$	—
U.S. Treasury Bills	60,541		60,541		—		—

Digital assets	639,660		639,660		—		—


	Number of RSUs	Weighted Average Grant Date Fair Value





Nonvested at December 31, 2023	5,765,529	$	9.40
Granted	6,990,136	18.02
Forfeited	(687,257)	14.18
Vested	(4,003,552)	15.29

Nonvested at September 30, 2024	8,064,856	$	13.54


	Number of PSUs	Weighted Average Grant Date Fair Value





Nonvested at December 31, 2023	—	$	—
Granted	2,807,118	14.33



Nonvested at September 30, 2024	2,807,118	$	14.33


	2026 Notes			2031 Notes
Issuance Date	November 2021			August 2024
Maturity Date	December 1, 2026			September 1, 2031

Remaining Principal (in thousands)	$	330,707		$	300,000
Stated Interest Rate	1.0		%	2.125		%
Interest Payment Dates	June 1 & December 1			March 1 & September 1
Net Proceeds (1) (in thousands)	$	728,082		$	291,595


Initial Conversion Rate	13.1277			52.9451
Initial Conversion Price	$	76.17		$	18.89
Share Principal Price	$	1,000		$	1,000


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(in thousands)	2024		2023		2024		2023
Lease costs:
Operating lease cost	$	437	$	65	$	1,402	$	250
Finance lease cost:
Amortization of ROU asset (1)	11		—		21		—

Short-term lease rent expense	66		8		103		28
Variable lease cost	31,107		26,263		74,336		46,201
Total rent expense	$	31,621	$	26,336	$	75,862	$	46,479


(in thousands)
Year	Operating Leases		Finance Lease
2024 (remaining)	$	99	$	—
2025	457		168
2026	1,080		173
2027	2,835		178
2028	2,782		183
Thereafter	6,973		89,096
Total	14,226		89,798
Less: Imputed interest	(3,503)		(85,921)
Present value of lease liability (1)	$	10,723	$	3,877


	Three Months Ended September 30,				Favorable
(dollars in thousands)	2024		2023		(Unfavorable)
Revenues
Mining	$	131,306	$	97,849	$	33,457
Hosting services	341		—		341

Total revenues	131,647		97,849		33,798

Costs and expenses
Cost of revenues
Mining	(97,149)		(59,628)		(37,521)
Hosting services	(378)		—		(378)
Depreciation and amortization	(101,136)		(53,548)		(47,588)
Total cost of revenues	(198,663)		(113,176)		(85,487)
Operating expenses
General and administrative expenses	(63,725)		(19,428)		(44,297)
Change in fair value of digital assets	30,088		(44,692)		74,780
Change in fair value of derivative instrument	(58,234)		—		(58,234)
Research and development	(2,813)		(713)		(2,100)

Early termination expenses	(10,304)		—		(10,304)
Amortization of intangible assets	(219)		—		(219)







Total operating expenses	(105,207)		(64,833)		(40,374)
Operating loss	(172,223)		(80,160)		(92,063)
Loss on investments	(1,000)		—		(1,000)
Equity in net earnings of unconsolidated affiliate	(2,133)		(647)		(1,486)
Net gain from extinguishment of debt	—		82,600		(82,600)



Interest income	3,894		426		3,468
Interest expense	(2,342)		(2,536)		194
Other non-operating loss	(146)		—		(146)
Loss before income taxes	(173,950)		(317)		(173,633)
Income tax benefit (expense)	49,161		(73)		49,234
Net loss	$	(124,789)	$	(390)	$	(124,399)


Supplemental information:
bitcoin (“BTC”) production during the period, in whole BTC (1)	2,070			3,490			(1,420)
Average bitcoin per day, in whole BTC	22.5			37.9			(15.4)
Total margin (total revenues less total cost of revenues)	$	(67,016)		$	(15,327)		$	(51,689)
Cost of revenues - depreciation and amortization	$	(101,136)		$	(53,548)		$	(47,588)
Total margin excluding the impact of depreciation and amortization:
Mining(2)	$	34,157		$	38,221		$	(4,064)
Hosting services (2)	$	(37)		$	—		$	(37)
General and administrative expenses excluding stock-based compensation	$	(40,385)		$	(13,917)		$	(26,468)


Installed Hash Rate (Exahashes per second) - at end of period (3)	36.9			23.1			13.8
Energized Hash Rate (Exahashes per second) - at end of period (3)	36.9			19.1			17.8
Average Operational Hash Rate (Exahashes per second) (4)	28.8			14.5			14.3
Cost per Petahash per day (5)	$	37.1		$	45.2		$	8.1
Share of available miner rewards	4.8		%	4.0		%	0.8		%
Number of blocks won	604			528			76
Transaction fees as a percentage of total	2.4		%	2.5		%	(0.1)		%

Reconciliation to Adjusted EBITDA:
Net loss	$	(124,789)		$	(390)		$	(124,399)
Interest income	(3,894)			(426)			(3,468)
Interest expense	2,342			2,536			(194)
Income tax expense (benefit)	(49,161)			73			(49,234)

Depreciation and amortization (6)	104,463			54,032			50,431
EBITDA	(71,039)			55,825			(126,864)
Stock compensation expense	23,340			5,511			17,829
Change in fair value of derivative instrument (7)	58,234			—			58,234
Early termination expenses and other (8)	11,304			—			11,304

Net gain from extinguishment of debt	—			(82,600)			82,600
Adjusted EBITDA	$	21,839		$	(21,264)		$	43,103

SEC Form 10-Q filed by MARA Holdings Inc.

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