Part I – Financial Information Item 1. Financial Statements Mawson Infrastructure Group Inc.'s unaudited consolidated financial statements for Q1 2025 are presented, detailing financial position, performance, cash flows, and significant accounting notes on operations, loans, and legal matters Consolidated Condensed Balance Sheets | Metric | March 31, 2025 | December 31, 2024 | Change | | :----- | :------------- | :---------------- | :----- | | Total assets | $57,863,935 | $61,440,495 | -$3,576,560 | | Total liabilities | $59,307,961 | $64,679,332 | -$5,371,371 | | Total stockholders' deficit | $(1,444,026) | $(3,238,837) | +$1,794,811 | | Cash and cash equivalents | $5,469,661 | $6,089,837 | -$620,176 | | Trade and other receivables, net | $10,893,954 | $15,167,729 | -$4,273,775 | | Derivative asset | $6,944,557 | $2,884,984 | +$4,059,573 | | Trade and other payables | $33,521,524 | $39,398,160 | -$5,876,636 | | Current portion of long-term loans | $21,763,976 | $20,919,754 | +$844,222 | Consolidated Condensed Statements of Operations | Metric | Q1 2025 | Q1 2024 | Change (YoY) | | :----- | :------ | :------ | :----------- | | Total revenues | $13,814,373 | $18,771,309 | -$4,956,936 | | Digital colocation revenue | $10,428,873 | $8,234,041 | +$2,194,832 | | Energy management revenue | $3,064,875 | $2,472,505 | +$592,370 | | Digital assets mining revenue | $320,625 | $7,514,763 | -$7,194,138 | | Gross profit | $5,923,930 | $6,985,141 | -$1,061,211 | | Income / (Loss) from operations | $576,678 | $(7,693,190) | +$8,269,868 | | Net Loss | $(310,863) | $(19,969,285) | +$19,658,422 | | Net Loss per share, basic and diluted | $(0.02) | $(1.19) | +$1.17 | - Digital assets mining revenue decreased significantly due to the April 2024 halving event and higher global network difficulty rate, alongside a strategic reallocation of capacity to digital colocation services147 - Operating expenses decreased due to lower stock-based compensation and depreciation/amortization, partially offset by increased selling, general, and administrative expenses153154151 Consolidated Condensed Statements of Comprehensive Loss | Metric | Q1 2025 | Q1 2024 | Change (YoY) | | :----- | :------ | :------ | :----------- | | Net Loss | $(310,863) | $(19,969,285) | +$19,658,422 | | Foreign currency translation adjustment | $5,170 | $(482,143) | +$487,313 | | Comprehensive loss | $(305,693) | $(20,451,428) | +$20,145,735 | Consolidated Condensed Statements of Stockholders' Equity (Deficit) | Metric | As of March 31, 2025 | As of December 31, 2024 | | :----- | :------------------- | :---------------------- | | Common Stock () | 18,792,360 | 18,792,360 | | Common Stock ($) | $18,792 | $18,792 | | Additional Paid-in Capital | $227,442,416 | $225,341,912 | | Accumulated Other Comprehensive Income | $203,795 | $198,625 | | Accumulated Deficit | $(229,109,029) | $(228,798,166) | | Total Equity (Deficit) | $(1,444,026) | $(3,238,837) | - Stock-based compensation expense for RSUs and stock options contributed $2,100,504 to additional paid-in capital in Q1 202517 Consolidated Condensed Statements of Cash Flows | Metric | Q1 2025 | Q1 2024 | Change (YoY) | | :----- | :------ | :------ | :----------- | | Net cash (used in) provided by operating activities | $(510,385) | $1,875,647 | -$2,386,032 | | Net cash (used in) provided by investing activities | $(6,496) | $530,640 | -$537,136 | | Net cash used in financing activities | $(103,295) | $(509,544) | +$406,249 | | Net (decrease) increase in cash and cash equivalents | $(620,176) | $1,896,743 | -$2,516,919 | | Cash and cash equivalents at end of period | $5,469,661 | $6,373,082 | -$903,421 | - Operating cash flow shifted from a positive $1.9 million in Q1 2024 to a negative $0.5 million in Q1 2025, primarily due to changes in operating assets and liabilities, despite a reduced net loss23165 NOTE 1 – GENERAL - Mawson operates digital infrastructure platforms for AI, HPC, and digital assets, and has an energy management business, prioritizing carbon-free energy sources2627 - The company manages 129 MW of current capacity with an additional 24 MW under development in the PJM Energy Market in the US, having exited the Australian market2829 - Substantial doubt exists about the company's ability to continue as a going concern due to a $0.3 million net loss, $36.7 million negative working capital, $1.4 million negative net assets, and $229.1 million accumulated deficit as of March 31, 20253438 - Mitigation strategies include expanding digital infrastructure for AI/HPC, securing new colocation agreements, engaging with capital providers for equity/debt, considering ATM transactions, and pursuing operational improvements43 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue recognition follows ASC 606, with distinct performance obligations for digital colocation (recognized over time), energy management (recognized over service period), and digital assets mining (recognized when digital asset is received at fair market value)4749515455 - Property, plant and equipment are depreciated using straight-line or declining balance methods over estimated useful lives (e.g., miners over 2 years, modular data centers over 5 years)58 - A power supply agreement (PSA) is classified as a Level 3 derivative asset, measured at fair value with changes recognized in operations, due to significant unobservable inputs in its valuation model6667 - The company operates as one operating segment, using net income for resource allocation and performance assessment70 - Adopted ASU 2023-08 (Crypto Assets) on January 1, 2025, but expects no material impact due to minimal holding periods for bitcoin72 NOTE 3 – AUSTRALIAN SUBSIDIARIES DECONSOLIDATION - MIG No.1, an Australian entity, was deconsolidated on March 19, 2024, following its placement into Australian court-appointed liquidation due to insolvency76 - The deconsolidation resulted in a $12.4 million loss recorded in the consolidated statement of operations76 - The company currently operates only in the United States and has no operating sites or assets in Australia75103 NOTE 4 – BASIC AND DILUTED NET LOSS PER SHARE | Securities Potentially Dilutive | As of March 31, 2025 | As of March 31, 2024 | | :------------------------------ | :------------------- | :------------------- | | Warrants to purchase Common Stock | 4,480,839 | 4,904,016 | | Options to purchase Common Stock | 3,500,417 | 1,750,417 | | RSUs issued under a management equity plan | 15,413,542 | 8,823,321 | | Total | 23,394,798 | 15,477,754 | - Dilutive common stock equivalents were excluded from diluted EPS calculation because their inclusion would be anti-dilutive due to the company's net loss79 NOTE 5 – LEASES | Lease Costs (Q1) | 2025 | 2024 | | :--------------- | :--- | :--- | | Operating lease charges | $445,435 | $397,894 | | Amortization of right-of-use assets | $102,797 | $8,143 | | Interest on finance lease obligations | $18,074 | $1,507 | | Lease Liabilities (as of March 31, 2025) | Operating leases | Finance leases | | :--------------------------------------- | :--------------- | :------------- | | Total undiscounted lease obligations | $4,182,504 | $526,148 | | Total present value of lease liabilities | $3,535,259 | $481,252 | | Current portion of lease liabilities | $1,283,391 | $368,395 | | Non-current lease liabilities | $2,251,867 | $112,858 | NOTE 6 – PROPERTY, PLANT AND EQUIPMENT | PP&E (Net) | March 31, 2025 | December 31, 2024 | | :--------- | :------------- | :---------------- | | Total | $121,238,971 | $121,232,475 | | Less: Accumulated depreciation | $(94,688,973) | $(93,161,060) | | Property, plant and equipment, net | $26,549,998 | $28,071,415 | - Depreciation and amortization expense for Q1 2025 was $1.5 million, significantly lower than $8.0 million in Q1 2024, due to an increased number of digital asset mining hardware being fully depreciated in prior periods84154 NOTE 7 – INCOME TAXES | Effective Income Tax Rate | Q1 2025 | Q1 2024 | | :------------------------ | :------ | :------ | | Effective income tax rate | (54.80)% | 0.30% | - A valuation allowance has been established as management believes it is more likely than not that deferred tax assets will not be recovered85 NOTE 8 – LOANS - The Marshall Loan, with an outstanding balance of $10.4 million as of March 31, 2025, matured in February 2024 and has had no principal or interest payments since May 2023, classifying it as a current liability and in default89 - The W Capital Loan, with an outstanding balance of AUD $2.2 million (USD $1.3 million) as of March 31, 2025, expired in March 2023 and is in default90 - The Celsius Promissory Note, with an outstanding balance of $9.9 million as of March 31, 2025, matured in August 2023 and is claimed by Celsius to be in default91 - Convertible Notes have an outstanding interest balance of $0.1 million as of March 31, 2025, with the principal of $0.5 million repaid in 2024, but related litigation for unpaid interest exists92 NOTE 9 – COMMITMENTS AND CONTINGENCIES - The company is involved in significant litigation regarding the Marshall Loan and W Capital Loan, with an involuntary Chapter 11 petition filed by these creditors in the US and an Australian court order to wind up the company9798 - The company is disputing the involuntary Chapter 11 petition and the creditors' debt claims, believing these actions are a bad faith attempt to gain leverage98100101 - An arbitrator issued a Partial Final Award against Luna Squares for $8.1 million plus interest and attorney fees related to the Celsius Promissory Note, and Celsius obtained an award against Mawson under a Corporate Guarantee, though execution is stayed107 - The company is also involved in civil suits with Blockware Solutions, CleanSpark, and Vertua Property, and an arbitration demand from Consensus Colocation PA LLC109110112114 NOTE 10 – STOCKHOLDERS' EQUITY - As of March 31, 2025, there were 18,792,360 shares of common stock outstanding and 4,480,839 stock warrants outstanding with a weighted average exercise price of $4.3317116 - The 2024 Omnibus Equity Plan, approved by stockholders, provides 10,000,000 initial shares for grant, with 11,099,768 shares allocated and 6,400,232 shares available as of March 31, 2025117118 | Stock-Based Compensation Expense | Q1 2025 | Q1 2024 | Change (YoY) | | :------------------------------- | :------ | :------ | :----------- | | Performance-based restricted stock awards | $0 | $55,983 | -$55,983 | | Service-based restricted stock awards | $2,100,504 | $6,180,528 | -$4,080,024 | | Option expense | $0 | $(1,335,027) | +$1,335,027 | | Total stock-based compensation | $2,100,504 | $4,901,484 | -$2,800,980 | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses Mawson's Q1 2025 financial condition and results, analyzing revenues, costs, expenses, liquidity, and capital resources, noting reduced net loss despite ongoing challenges Company Overview - The company develops and operates digital infrastructure platforms for AI, HPC, digital assets, and other computing applications, and also has an energy management business139 - Mawson prioritizes carbon-free energy sources and manages approximately 129 MW of current capacity with 24 MW under development in the PJM Energy Market in the US140141 Recent Developments - Mawson Hosting LLC signed a Master Colocation Agreement with Cantaloupe Digital LLC (Canaan Inc. subsidiary) on March 21, 2025, to provide ~64 MW of colocation capacity for an initial three-year term142 Results of Operations – Three months Ended March 31, 2025 compared to the three months ended March 31, 2024 | Metric | Q1 2025 | Q1 2024 | Change (YoY) | | :----- | :------ | :------ | :----------- | | Total revenues | $13,814,373 | $18,771,309 | -$4,956,936 | | Cost of revenues (excluding depreciation) | $7,890,443 | $11,786,168 | -$3,895,725 | | Gross profit | $5,923,930 | $6,985,141 | -$1,061,211 | | Total operating expenses | $5,347,252 | $14,678,331 | -$9,331,079 | | Income / (Loss) from operations | $576,678 | $(7,693,190) | +$8,269,868 | | Total non-operating expense, net | $(777,432) | $(12,335,482) | +$11,558,050 | | Net Loss | $(310,863) | $(19,969,285) | +$19,658,422 | Revenues | Revenue Stream | Q1 2025 | Q1 2024 | Change (YoY) | % Change (YoY) | | :------------- | :------ | :------ | :----------- | :------------- | | Digital colocation revenue | $10,428,873 | $8,234,041 | +$2,194,832 | +27% | | Energy management revenue | $3,064,875 | $2,472,505 | +$592,370 | +24% | | Digital assets mining revenue | $320,625 | $7,514,763 | -$7,194,138 | -96% | | Equipment sales | $0 | $550,000 | -$550,000 | -100% | | Total revenues | $13,814,373 | $18,771,309 | -$4,956,936 | -26% | - Digital colocation revenue increased by 27% due to enhanced capabilities, more customers, and increased machine usage145 - Digital assets mining revenue decreased by $7.2 million (96%) due to the April 2024 halving, higher global network difficulty, and reallocation of capacity to colocation services147 Cost of revenue | Metric | Q1 2025 | Q1 2024 | Change (YoY) | | :----- | :------ | :------ | :----------- | | Cost of revenues (excluding depreciation) | $7,890,443 | $11,786,168 | -$3,895,725 | - The decrease in cost of revenue was mainly due to lower power costs from reduced mining and co-location equipment operations148 Operating Expenses | Operating Expense | Q1 2025 | Q1 2024 | Change (YoY) | | :---------------- | :------ | :------ | :----------- | | Selling, general and administrative | $5,778,408 | $3,463,923 | +$2,314,485 | | Stock based compensation | $2,100,504 | $4,901,484 | -$2,800,980 | | Depreciation and amortization | $1,527,913 | $7,999,076 | -$6,471,163 | | Change in fair value of derivative asset | $(4,059,573) | $(1,686,152) | -$2,373,421 | | Total operating expenses | $5,347,252 | $14,678,331 | -$9,331,079 | - Selling, general and administrative expenses increased by $2.3 million due to higher legal and litigation-related expenses, employee compensation, and provision for doubtful accounts151 - Stock-based compensation decreased by $2.8 million due to a reduction in new long-term incentive issuances153 - Depreciation and amortization decreased by $6.5 million as more digital asset mining hardware became fully depreciated154 - A gain on the fair value of the derivative asset increased by $2.4 million, primarily due to an increase in forward market prices155 Non-operating income (expense) | Non-Operating Item | Q1 2025 | Q1 2024 | Change (YoY) | | :----------------- | :------ | :------ | :----------- | | Gain (loss) on foreign currency transactions | $(87,338) | $169,638 | -$256,976 | | Interest expense | $(784,865) | $(734,580) | -$50,285 | | Other income | $104,112 | $165,160 | -$61,048 | | Other expenses | $(9,341) | $(9,792) | +$451 | | Loss on deconsolidation | $0 | $(11,925,908) | +$11,925,908 | | Total non-operating expense, net | $(777,432) | $(12,335,482) | +$11,558,050 | - The absence of the $11.9 million loss on deconsolidation (from MIG No.1 in Q1 2024) was the primary driver for the improvement in non-operating expenses144 - Interest expense increased by $0.05 million due to rising interest rates156 - Foreign currency transactions shifted from a $0.2 million gain in Q1 2024 to a $0.09 million loss in Q1 2025 due to exchange rate movements157 Liquidity and Capital Resources - As of March 31, 2025, the company had negative working capital of $36.7 million and $21.8 million in overdue short-term loans163161 - The company's cash and cash equivalents decreased from $6.1 million (Dec 31, 2024) to $5.5 million (March 31, 2025)163 - Mawson entered into a Sales Agreement on December 13, 2024, to sell up to $12 million of common stock through an "at the market offering" program to enhance liquidity160 - The company requires substantial additional capital to continue operations and meet debt obligations, with an inability to raise sufficient capital posing a material adverse effect162 Working Capital and Cash Flows | Metric | March 31, 2025 | December 31, 2024 | | :----- | :------------- | :---------------- | | Cash and cash equivalent balance | $5.5 million | $6.1 million | | Trade receivables balance | $10.9 million | $15.2 million | | Outstanding short-term loans | $21.8 million | $20.9 million | | Negative working capital | $36.7 million | $35.9 million | | Cash Flow Activity | Q1 2025 | Q1 2024 | | :----------------- | :------ | :------ | | Net cash (used in) provided by operating activities | $(510,385) | $1,875,647 | | Net cash (used in) provided by investing activities | $(6,496) | $530,640 | | Net cash used in financing activities | $(103,295) | $(509,544) | Material Cash Requirements - Marshall Loan: $10.4 million outstanding (as of March 31, 2025), matured Feb 2024, no payments since May 2023, in default169 - W Capital Loan: AUD $2.2 million (USD $1.3 million) outstanding (as of March 31, 2025), expired March 2023, in default170 - Celsius Promissory Note: $9.9 million outstanding (as of March 31, 2025), matured Aug 2023, in default171 - Convertible Notes: $0.1 million outstanding interest (as of March 31, 2025), principal repaid in 2024, but related litigation for unpaid interest172 Financial condition | Financial Metric | March 31, 2025 | December 31, 2024 | | :--------------- | :------------- | :---------------- | | Net current liabilities | $56.9 million | $61.9 million | | Negative net assets | $1.4 million | $3.2 million | | Accumulated deficit | $229.1 million | $228.8 million | | Cash position | $5.5 million | $6.1 million | - Net loss for Q1 2025 was $0.3 million, a $19.7 million decrease from $20.0 million in Q1 2024174 - The company needs additional capital to address debt, competitive pressures, and business growth, and an inability to obtain financing could lead to adverse effects or bankruptcy176 Non-GAAP Financial Measures | Adjusted EBITDA Calculation | Q1 2025 | Q1 2024 | | :-------------------------- | :------ | :------ | | Net loss | $(310,863) | $(19,969,285) | | Depreciation and amortization | $1,527,913 | $7,999,076 | | Stock based compensation | $2,100,504 | $4,901,484 | | (Gain) loss on foreign currency transactions | $87,338 | $(169,638) | | Other non-operating income | $(104,112) | $(165,160) | | Other non-operating expenses | $794,206 | $744,372 | | Change in fair value of derivative asset | $(4,059,573) | $(1,686,152) | | Income tax | $110,109 | $(59,387) | | Provision for doubtful accounts, net of recoveries | $977,755 | $0 | | Loss on deconsolidation | $0 | $11,925,908 | | Adjusted EBITDA (non-GAAP) | $1,123,277 | $3,521,218 | - Adjusted EBITDA for Q1 2025 was $1.12 million, a decrease from $3.52 million in Q1 2024181 Critical accounting estimates - No material changes to critical accounting policies and estimates since the 2024 Form 10-K182 Item 3. Quantitative and Qualitative Disclosures About Market Risks As a smaller reporting company, Mawson Infrastructure Group Inc. has elected not to provide the disclosures required for quantitative and qualitative information about market risks - The company, as a smaller reporting company, has elected not to provide disclosures on quantitative and qualitative market risks183 Item 4. Controls and Procedures Management concluded that disclosure controls and procedures were not effective as of March 31, 2025, due to identified material weaknesses in internal control over financial reporting, including inadequate segregation of duties, control deficiencies in the financial statement close process, IT general controls, data validation from third parties, and fixed asset verification - Disclosure controls and procedures were not effective as of March 31, 2025, due to material weaknesses in internal control over financial reporting184 - Identified material weaknesses include inadequate segregation of duties, control deficiencies in the financial statement close and reporting process, IT general controls, data validation from third parties, and fixed asset verification187188189190191 - Remediation efforts are underway, focusing on risk assessment, formalizing policies, improving processes, and hiring additional finance personnel, but effectiveness testing is not yet concluded193194 - Despite weaknesses, management believes the financial statements fairly present the company's financial condition, results of operations, and cash flows192 - No other changes in internal control over financial reporting occurred during the quarter that materially affected or are reasonably likely to materially affect controls196 Part II – Other Information Item 1. Legal Proceedings The company and its subsidiaries are involved in various legal disputes and claims, the outcomes of which are uncertain and could materially adversely affect the business - The company is involved in various legal proceedings and claims, the outcomes of which are uncertain and could have a material adverse effect on its business199 - Details of these legal matters are incorporated by reference from Note 9 – Commitments and Contingencies199 Item 1A. Risk Factors This section highlights significant risks, focusing on the involuntary Chapter 11 petition and Australian winding-up order, which threaten the company's going concern ability, operations, and stock value - The company faces substantial risks from an involuntary Chapter 11 petition filed by creditors, which could lead to reorganization or liquidation, raising substantial doubt about its going concern ability202203 - Operating under Chapter 11 could increase costs, divert management attention, impact liquidity, and potentially lead to delisting from Nasdaq and render common stock worthless204208213 - An Australian court has ordered the winding up of the company under Australian law, which, if enforceable in the US, could pose similar risks to a Chapter 11 or 7 bankruptcy233236238 - The company is vigorously opposing both the involuntary Chapter 11 petition and the Australian winding-up order, arguing bad faith by creditors and asserting defenses under US law98101236 Risks Associated with the Chapter 11 Involuntary Petition Filed Against Us - The involuntary Chapter 11 petition, if an order for relief is entered, could lead to reorganization or liquidation, raising substantial doubt about the company's ability to continue as a going concern203 - Risks include increased legal and professional costs, impact on liquidity, potential delisting from Nasdaq, and the significant risk that common stockholders may receive no recovery and their stock could be worthless204208209 - The proceedings consume substantial management time and attention, potentially leading to employee attrition and adverse effects on business operations213 - Inability to raise additional capital due to the petition could materially adversely impact the company211 - If a reorganization plan is not confirmed, the company could be forced into Chapter 7 liquidation, making common stock worthless215 Risk Factors Involving Winding Up Proceedings Under Australian Law - An Australian court ordered the winding up of the company under Australian law on February 11, 2025, based on the company no longer carrying on business in Australia233 - This order does not pose immediate risk as the company has no assets or operations in Australia and is protected by a US automatic stay from the involuntary Chapter 11 petition236 - If the Australian order were made enforceable in the US, it would entail risks similar to a US Chapter 11 or 7 bankruptcy, potentially leading to liquidation and worthless common stock238237 - Defending against these proceedings consumes significant management time and attention, potentially harming business operations and employee morale239 Other Risks - Changes in business strategy or restructuring may increase costs, require asset write-downs, or disrupt relationships with workforce, suppliers, and customers240 - The market price of common stock is volatile and may fluctuate significantly due to factors like investor perceptions of the involuntary petition, financial results, and industry prospects222224 - The involuntary petition could adversely impact US subsidiary businesses and affiliates, potentially forcing them into insolvency proceedings223 - An impairment of goodwill and other indefinite-lived intangible assets could materially impact results of operations and stock price225 - The filing of the involuntary petition may constitute defaults or termination events for certain contracts and debt obligations226 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds There were no unregistered sales of equity securities or use of proceeds during the fiscal quarter ended March 31, 2025 - No unregistered sales of equity securities or use of proceeds occurred in Q1 2025242 Item 3. Defaults Upon Senior Securities The company is in default on several senior securities, including the Celsius Promissory Note ($9.9 million), Marshall Loan ($10.4 million), and W Capital Loan ($1.3 million), all of which have matured or expired and have outstanding balances - Luna Squares is in default on the Celsius Promissory Note ($9.9 million outstanding as of March 31, 2025), which matured in August 2023242 - MIG No. 1 (an Australian entity) is in default on the Marshall Loan ($10.4 million outstanding as of March 31, 2025), which matured in February 2024, with no payments since May 2023243244 - The company is a guarantor for the W Capital Loan (AUD $2.2 million (USD $1.3 million) outstanding as of March 31, 2025), which expired in March 2023 and is in default245 - The Convertible Note with W Capital Advisors Pty Ltd has an outstanding interest balance of $0.1 million, with the principal repaid in 2024246 Item 4. Mine Safety Disclosures This item is not applicable to the company - Not applicable248 Item 5. Other Information No director or officer adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the fiscal quarter ended March 31, 2025 - No Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were adopted or terminated by directors or officers in Q1 2025249 Item 6. Exhibits This section lists the exhibits filed with the Form 10-Q, including corporate governance documents, key agreements, and certifications from executive officers - The exhibits include corporate governance documents, key agreements like the Master Colocation Agreement with Cantaloupe Digital LLC, and certifications from executive officers250 Signatures The report is duly signed on behalf of Mawson Infrastructure Group Inc. by Rahul Mewawalla (CEO and President) and William Regan (CFO) on May 15, 2025 - The report was signed by Rahul Mewawalla (CEO and President) and William Regan (CFO) on May 15, 2025254
Mawson Infrastructure (MIGI) - 2025 Q1 - Quarterly Report