CLEANSPARK, INC. (CLSK) · Material Event (8-K) SEC Filing

EX-99.1 2 clsk-ex99_1.htm EX-99.1 EX-99.1 EXHIBIT 99.1 CleanSpark Reports Third Fiscal Quarter 2026 Results Signed 20-year $6.6 billion triple-net lease at Sandersville with high investment-grade tenant Ordered and pre-paid all long-lead items to meet Sandersville RFS date Anticipated equity portion of Sandersville project has been fully funded LAS VEGAS, August 6, 2026 -- CleanSpark, Inc. (Nasdaq: CLSK) ( CleanSpark or the Company ), a market leading data center developer, today reported financial results for the quarter ended June 30, 2026.CleanSpark CEO and Chairman Matt Schultz commented, “We continue to successfully execute on our strategic evolution to a diversified digital infrastructure platform. Our recently announced Sandersville lease offers an ideal combination of long-term, durable cash flows and de-risked economic returns for our shareholders. We remain focused on the commercialization of our existing assets and the acquisition of scalable infrastructure to further bolster our portfolio.” Capital stewardship remains central to how we allocate resources and evaluate growth, said Gary Vecchiarelli, President and CFO. By fully funding our anticipated equity commitment for Sandersville and securing the long-lead equipment required to meet the project ready-for-service schedule, we have materially de-risked execution while preserving balance sheet flexibility. Despite currently challenging bitcoin mining economics, we have a portfolio of scarce, grid-connected power assets and multiple pathways to commercialization, and we are positioned to convert infrastructure optionality into durable cash flows and long-term shareholder value. Financial Highlights: Third Quarter Fiscal Year 2026 •Quarterly revenues were $138.0 million, a year-over-year decrease of $60.6 million, or 30.5%, from $198.6 million. •Net loss for the three months ended June 30, 2026, was ($239.8 million) or ($0.89) per basic share, compared to a net income of ($257.4 million) or $0.90 per basic share, for the same prior year period. •Adjusted EBITDA, a non-GAAP measure reconciled below, decreased to ($113.0 million) from ($377.7 million) from the same period a year ago.Balance Sheet Highlights as of June 30, 2026Assets•Cash: $202.6 million•Bitcoin: $814.9 million(1)•Total Current Assets: $920.8 million•Total Assets: $2.7 billion Liabilities and Stockholders' Equity•Current Liabilities: $155.8 million•Total Long-Term Debt, Net of Debt Discount and Issuance Costs: $1.8 billion•Total Liabilities: $1.9 billion•Total Stockholders' Equity: $0.8 billion 1 The Company had working capital of $761 million as of June 30, 2026. 1As of June 30, 2026, the Company’s total HODL value was $814.9 million, consisting of current bitcoin, non-current bitcoin, and bitcoin held by counterparties related to collateral arrangements.Investor Conference Call and WebcastThe Company will hold its fiscal Q3 2026 earnings presentation and business update for investors and analysts today, August 6, 2026, at 4:30 p.m. ET / 1:30 p.m. PT.Webcast URL: https://clsk.news/q3fy26The webcast will be accessible for at least 30 days on the Company's website and a transcript of the call will be available on the Company's website following the call.Upcoming Investor Events CleanSpark is scheduled to participate in the KeyBanc Capital Markets Technology Leadership Forum on August 10, 2026, Canaccord Genuity’s 46th Annual Growth Conference on Tuesday, August 11, 2026, and the Needham Virtual AI Infrastructure 1x1 Conference on Wednesday, August 12, 2026. If applicable, live presentation webcasts, replay information and updated investor presentations will be available on the Company’s investor relations page of its website.About CleanSparkCleanSpark (Nasdaq: CLSK), is a market-leading data center developer with a proven track record of success. We control a portfolio of more than 1.8 GW of power, land, and data centers across the United States powered by globally competitive energy prices. Sitting at the intersection of Bitcoin, energy, operational excellence, and capital stewardship, we optimize our infrastructure to deliver superior returns to our shareholders. Monetizing low-cost, high reliability energy by producing a global emerging critical resource – compute – positions us to prosper in an ever-changing world.Forward-Looking StatementsThis press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In this press release, forward-looking statements include, but may not be limited to, statements regarding the Company's evolving business strategy to expand into the market for data center development, high-performance computing ( HPC ), and artificial intelligence ( AI ), and other statements regarding the Company’s expectations, beliefs, plans, intentions, and strategies. In some cases, you can identify forward-looking statements by terms such as may, will, should, expects, plans, anticipates, could, intends, targets, projects, contemplates, believes, estimates, forecasts, predicts, potential or continue or the negative of these terms or other similar expressions. 2 The forward-looking statements are subject to a variety of known and unknown risks, uncertainties, and other important factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements, including, but not limited to: the success of development and commercialization of some or all of our existing portfolio of bitcoin mining sites, as well as our other power and land assets, as data centers having operations other than bitcoin mining; identification and acquisition of new sites and power capacity capable of supporting data centers; risks related to data center construction and operations, including permitting and utility constraints, construction delays, cost overruns, financing and supply-chain challenges, tenant performance, and the possibility projects may not be completed, delivered or operated on the anticipated timeline, budget or terms; the success of the Company's bitcoin mining activities; the volatile and unpredictable cycles in the emerging and evolving industries in which the Company operates, including the volatility of BTC prices; increasing difficulty rates for bitcoin mining; bitcoin halving; changes to compute and data center infrastructure; new or additional governmental regulation; dependency on utility rate structures and government incentive programs; dependency on third-party power providers for expansion efforts; the expectations of future revenue growth may not be realized, including in respect of the data center development, leasing, and compute markets; and other risks described in the Company's prior press releases and in its filings with the Securities and Exchange Commission (SEC), including under the heading Risk Factors in those filings.Forward-looking statements contained herein are made only as to the date of this press release, and we assume no obligation to update or revise any forward-looking statements as a result of any new information, changed circumstances or future events or otherwise, except as required by applicable law.Non-GAAP MeasureWe present Adjusted EBITDA, which is not a measurement of financial performance under GAAP. Our non-GAAP “Adjusted EBITDA” excludes (i) impacts of interest, taxes, and depreciation; (ii) our share-based compensation expense, unrealized gains/losses on securities, and changes in the fair value of contingent consideration with respect to previously completed acquisitions, all of which are non-cash items that we believe are not reflective of our general business performance, and for which the accounting requires management judgment, and the resulting expenses could vary significantly in comparison to other companies; (iii) non-cash impairment losses related to long-lived assets; (iv) realized gains and losses on sales of equity securities, the amounts of which are directly related to the unrealized gains and losses that are also excluded; (v) legal fees related to litigation and various transactions, which fees management does not believe are reflective of our ongoing operating activities; (vi) gains and losses on disposal of assets, the majority of which are related to obsolete or unrepairable machines that are no longer deployed; (vii) gains and losses related to discontinued operations that would not be applicable to our future business activities; and (viii) severance expenses.Management believes that providing this non-GAAP financial measure that excludes these items allows for meaningful comparisons between the Company’s core business operating results and those of other companies, and provides the Company with an important tool for financial and operational decision making and for evaluating its own core business operating results over different periods of time. In addition to management’s internal use of non-GAAP Adjusted EBITDA, management believes that Adjusted EBITDA is also useful to investors and analysts in comparing our performance across reporting periods on a consistent basis. Management believes the foregoing to be the case even though some of the excluded items involve cash outlays and some of them recur on a regular basis (although management does not believe any of such items are normal operating expenses necessary to generate our bitcoin-related revenues). For example, we expect that share-based compensation expense, which is excluded from Adjusted EBITDA, will continue to be a significant recurring expense over the coming years and is an important part of the compensation provided to certain employees, officers and directors. 3 The Company’s Adjusted EBITDA measure may not be directly comparable to similar measures provided by other companies in our industry, as other companies in our industry may calculate non-GAAP financial results differently. The Company’s Adjusted EBITDA is not a measurement of financial performance under GAAP and should not be considered as an alternative to operating (loss) income or any other measure of performance derived in accordance with GAAP. Although management utilizes internally and presents Adjusted EBITDA, we only utilize that measure supplementally and do not consider it to be a substitute for, or superior to, the information provided by GAAP financial results.Accordingly, Adjusted EBITDA is not meant to be considered in isolation of, and should be read in conjunction with, the information contained in our Condensed Consolidated Financial Statements, which have been prepared in accordance with GAAP. 4 CLEANSPARK, INC.CONDENSED CONSOLIDATED BALANCE SHEETS(in thousands, except par value and share amounts) June 30,2026 September 30,2025 (Unaudited) ASSETS Current assets Cash and cash equivalents $ 202,601 $ 42,966 Restricted cash 3,738 3,490 Prepaid expense and other current assets 20,901 11,875 Bitcoin - current 592,058 966,829 Receivable from bitcoin collateral 100,607 294,648 Derivative investments 922 233 Total current assets $ 920,827 $ 1,320,041 Bitcoin - noncurrent $ 122,235 $ 222,614 Property and equipment, net 1,335,102 1,363,681 Operating lease right of use assets 4,494 4,254 Intangible assets, net 3,675 5,849 Deposits on miners and mining equipment 86,264 112,037 Other long-term assets 97,944 23,497 Goodwill 131,658 131,658 Total assets $ 2,702,199 $ 3,183,631 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $ 11,230 $ 15,159 Accrued liabilities 131,342 117,544 Other current liabilities 10,827 6,096 Current portion of debt 2,353 176,570 Dividends payable — 396 Total current liabilities $ 155,752 $ 315,765 Long-term liabilities Long-term debt, net of current portion, debt discount and debt issuance costs 1,780,011 644,586 Deferred income taxes 597 44,872 Other long-term liabilities 4,556 3,281 Total liabilities $ 1,940,916 $ 1,008,504 5 CLEANSPARK, INC.CONDENSED CONSOLIDATED BALANCE SHEETS (continued)(in thousands, except par value and share amounts) June 30,2026 September 30,2025 (Unaudited) Stockholders’ equity Preferred stock; $0.001 par value; 10,000,000 shares authorized: Series A shares; 2,000,000 authorized; 1,750,000 issued and outstanding (liquidation preference $0.02 per share) 2 2 Common stock; $0.001 par value; 600,000,000 shares authorized; 299,161,671 and 296,087,533 shares issued; 256,796,280 and 284,327,598 shares outstanding, respectively 299 296 Additional paid-in capital 2,521,933 2,445,723 Accumulated deficit (1,152,790 ) (125,894 ) Treasury stock at cost; 42,365,391 and 11,759,935 shares held, respectively (608,161 ) (145,000 ) Total stockholders’ equity 761,283 2,175,127 Total liabilities and stockholders’ equity $ 2,702,199 $ 3,183,631 6 CLEANSPARK, INC.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME(Unaudited, in thousands, except per share and share amounts) For the three months ended June 30, For the nine months ended June 30, 2026 2025 2026 2025 Revenues, net Bitcoin mining revenue, net $ 138,006 $ 198,644 $ 455,594 $ 542,662 Costs and expenses Cost of revenues (exclusive of depreciation and amortization) 85,480 90,128 262,792 245,842 Professional fees 7,108 3,004 22,166 9,872 Payroll expenses 27,807 16,398 76,514 52,522 General and administrative expenses 18,298 16,566 49,845 38,356 Loss (gain) on disposal of assets 2,925 156 6,692 (2,865 ) Loss (gain) on fair value of bitcoin, net 116,250 (268,651 ) 587,189 (359,190 ) Depreciation and amortization 111,037 94,880 333,229 240,010 Indirect tax contingency expenses 1,500 — 6,393 — Impairment expense — — 5,406 — Total costs and expenses $ 370,405 $ (47,519 ) $ 1,350,226 $ 224,547 (Loss) income from operations (232,399 ) 246,163 (894,632 ) 318,115 Other (expense) income (Loss) gain on bitcoin collateral (16,506 ) 31,354 (158,964 ) 73,847 Gain (loss) on derivative securities, net 5,673 (430 ) 12,628 (1,549 ) Interest income 2,143 355 7,400 3,845 Interest expense (2,040 ) (3,454 ) (7,790 ) (6,280 ) Other income 318 1,509 187 1,692 Total other (expense) income $ (10,412 ) $ 29,334 $ (146,539 ) $ 71,555 (Loss) income before income tax (benefit) expense (242,811 ) 275,497 (1,041,171 ) 389,670 Income tax (benefit) expense (2,969 ) 18,107 (44,275 ) 24,281 Net (loss) income $ (239,842 ) $ 257,390 $ (996,896 ) $ 365,389 Preferred stock dividends, including deemed dividend — 5,603 30,000 10,744 Net (loss) income attributable to common shareholders $ (239,842 ) $ 251,787 $ (1,026,896 ) $ 354,645 Other comprehensive (loss) income, net of tax — (223 ) — 2,755 Total comprehensive (loss) income attributable to common shareholders $ (239,842 ) $ 251,564 $ (1,026,896 ) $ 357,400 7 CLEANSPARK, INC.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME (continued)(Unaudited, in thousands, except per share and share amounts) For the three months ended June 30, For the nine months ended June 30, 2026 2025 2026 2025 (Loss) income from operations per common share - basic $ (0.89 ) $ 0.90 $ (3.77 ) $ 1.26 Weighted average common shares outstanding - basic 268,426,611 280,997,649 272,626,480 282,147,349 (Loss) income from operations per common share - diluted $ (0.89 ) $ 0.78 $ (3.77 ) $ 1.13 Weighted average common shares outstanding - diluted 268,426,611 325,594,451 272,626,480 314,152,325 8 CLEANSPARK, INC.RECONCILIATION OF ADJUSTED EBITDA(Unaudited, in thousands) ($ in thousands) For the three months ended June 30, For the nine months ended June 30, Reconciliation of non-GAAP Adjusted EBITDA 2026 2025 2026 2025 Net (loss) income $ (239,842 ) $ 257,390 $ (996,896 ) $ 365,389 Depreciation and amortization 111,037 94,880 333,229 240,010 Share-based compensation expense 14,548 4,488 38,734 10,609 Gain (loss) on derivative securities, net (5,673 ) 430 (12,628 ) 1,549 Interest income (2,143 ) (355 ) (7,400 ) (3,845 ) Interest expense 2,040 3,454 7,790 6,280 Other income (318 ) (1,509 ) (187 ) (1,692 ) Loss (gain) on disposal of assets 2,925 156 6,692 (2,865 ) Fees related to financing & business development transactions 4,973 22 10,243 653 Litigation & settlement related expenses 807 638 3,267 1,179 Severance and other 150 — 50 12 Income tax (benefit) expense (2,969 ) 18,107 (44,275 ) 24,281 Indirect tax contingency expenses 1,500 — 6,393 — Impairment expense — — 5,406 — Non-GAAP Adjusted EBITDA* $ (112,965 ) $ 377,701 $ (649,582 ) $ 641,560 * We have not excluded our Loss (gain) on fair value of bitcoin, net or our (Loss) gain on bitcoin collateral which we record in our Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income as provided in ASC 350-60 and discussed in the Form 10-K. Loss (gain) on fair value of bitcoin, net totaled a loss of $116,250 and a gain of $268,651 in the three months ended June 30, 2026 and 2025, respectively, and a loss of $587,189 and a gain of $359,190 in the nine months ended June 30, 2026 and 2025, respectively. (Loss) gain on bitcoin collateral totaled a loss of $16,506 and a gain of $31,354 in the three months ended June 30, 2026 and 2025, respectively, and a loss of $158,964 and a gain of $73,847 in the nine months ended June 30, 2026 and 2025, respectively. Investor Relations Contact Harry [email protected] Media ContactEleni [email protected] 9