TeraWulf - Q3 2023

Transcript

Operator (participant)

Greetings, and welcome to the TeraWulf Inc 2023 third quarter earnings call. At this time, all participants are in listen-only mode. Brief question-and-answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Jason Assad, Director of Corporate Communications. Thank you, Mr. Assad. You may begin.

Jason Assad (Director of Corporate Communications)

Thank you, Operator. Good afternoon, and welcome to TeraWulf's third quarter 2023 earnings call. Thank you for joining us today for our call. With me on today's call are Chairman and Chief Executive Officer, Paul Prager, and our Chief Financial Officer, Patrick Fleury. Before we get started, I'd like to remind everyone that our prepared remarks may contain forward-looking statements, which are subject to risks and uncertainties, that we may make additional forward-looking statements during the question-and-answer session. These forward-looking statements are subject to risks and uncertainties, and actual results may differ materially. When used in this call, the words anticipate, could, enable, estimate, intend, expect, believe, potential, will, should, project, and similar expressions as they relate to TeraWulf are such forward-looking statements. Investors are cautioned that forward-looking statements involve risk and uncertainties, which may cause actual results to differ materially from those anticipated by TeraWulf at this time.

In addition, other risks are more fully described in TeraWulf's public filings with the U.S. Securities and Exchange Commission, which may be viewed at www.sec.gov and in the investor section of our corporate website at www.terawulf.com. Finally, please note that on today's call, we'll refer to certain non-GAAP financial measures. Please refer to our company's periodic reports on Form 10-K and 10-Q on our website for a full reconciliation of these non-GAAP performance measures to the most comparable GAAP financial measures. We'll begin today's call with prepared remarks from Paul and Patrick, then we'll proceed to Q&A. It's my pleasure to now turn the call over to TeraWulf's CEO, Paul Prager. Paul?

Paul Prager (Chairman and CEO)

Thank you, Jason. Good afternoon, everyone, and thank you for joining us on our third quarter 2023 earnings call. During the third quarter, TeraWulf continued to take proactive steps to execute on our strategic growth plan, with the goal of reaching 7.9 EH of Bitcoin mining infrastructure capacity by year-end, further positioning the company for long-term sustainable success. Before turning the call over to our CFO, Patrick Fleury, for a review of our financial results, I would like to comment on some recent highlights from our business and on our continued confidence in the year ahead. As a reminder to everyone joining us today, TeraWulf mines Bitcoin utilizing predominantly zero-carbon energy resources at two data centers, our wholly owned and operated Lake Mariner facility in upstate New York, which utilizes 91% zero-carbon grid power, and the jointly owned 100% nuclear-powered Nautilus facility in Pennsylvania.

As of September 30th this year, these two industrial-scale projects had a combined self-mining hash rate of 5.5 EH/s, with approximately 50,000 miners deployed. That is more than triple where we were during the same period last year. Further, that hash rate, even with difficulty reaching all-time highs, resulted in 994 Bitcoins mined during the third quarter. Importantly, our operations are solidly free cash flow positive. Solidly free cash flow positive. During the quarter, there have been many positive headlines for Bitcoin, most notably the anticipation of an imminent approval of the U.S. Spot Bitcoin ETF, which has driven a rally in the price of Bitcoin. Concurrently, there has been a steady climb to an all-time high in overall network hash rate, which continues to suppress mining economics.

So what does this mean for how we are approaching the balance of 2023 and approaching the halving next year? As energy infrastructure professionals, managing through cycles is fundamental to our approach, and we remain steadfast in our strategy to leverage our resilient, low-cost infrastructure to maximize profits, repay debt and return value to our shareholders. In terms of executing our growth initiatives, the Lake Mariner infrastructure expansion is nearing the final stage of construction. The third building is ready for racks to be installed, and we are advancing other preparatory works so that as miners are delivered, they can be racked and online without delay. Once fully energized, this 43 MW expansion will bring the company's total self-mining hash rate capacity to 7.9 EH/s, or more than 200 MW of Bitcoin mining capacity.

That translates into a 58% increase in the company's total self-mining hash rate. Importantly, and I cannot emphasize this enough, we will continue to prioritize accretive and capital-efficient infrastructure investment and manage future capital outlays for mining equipment in a responsible manner to remain nimble during challenging markets and avoid unnecessary dilution to our shareholders. To that end, we have strategically structured our miner purchase agreement in a capital-efficient manner to enable the company the flexibility to monetize deposits and defer payment obligations... Early in the third quarter, we announced the purchase of 18,500 S19j XP Bitcoin mining machines from Bitmain, which are targeted to be delivered next month.

To preserve liquidity and avoid excessive dilution, we plan to convert our deposits on this purchase order into roughly 5,500 machines and will host to own the remaining 13,000 machines for Bitmain at a hosting fee of approximately $0.078 per kWh. The company retains the option to purchase the remaining miners at any time and currently expects to complete purchase of the balance of all 13,000 machines by the fourth quarter, 2024. We believe this arrangement not only reflects our strategic relationship with Bitmain, but also underscores our strategy to prudently invest in infrastructure while opportunistically expanding our mining fleet, thereby maximizing revenue potential to every dollar spent while avoiding unnecessary dilution at depressed share price levels.

To reiterate, the fact that we could plug all 18,500 S19j XP miners into building three immediately, highlights the benefits of owning and prioritizing the development of our data center infrastructure, which then enables us to undertake these types of agreements without the incurrence of meaningful upfront CapEx. Once these new machines are fully self-deployed, TeraWulf will have one of the most efficient and profitable mining fleets in the sector by combining a fleet-wide efficiency of 25.7 J/TH and a realized average power cost of $0.035 per kWh. With that said, I'd like to pass it over to our CFO, Patrick Fleury, to further discuss our financials and results from the quarter.

Patrick Fleury (CFO)

Thank you, Paul. TeraWulf performed exceptionally well in the third quarter, particularly as the summer months are seasonally the most challenging operating environment. However, the advantageous location of our assets in the northeastern United States means we are blessed with temperate conditions, limited high heat events and curtailments, and less wear and tear on our miners versus our peers located in the southern U.S. The operating teams at Lake Mariner and Nautilus did an outstanding job of optimizing performance of our mining rigs, resulting in positive financial improvements reflected in our Q3 financials. As Paul mentioned, with 5.5 EH of operating capacity online for the entirety of the third quarter, we realized solid free cash flow generation with a debt repayment of approximately $7 million.

Before diving into the numbers for the quarter, a quick reminder, there is a key difference between our GAAP financials and the monthly operating reports and guidance presented in our investor presentation. As a result of our 25% ownership in Nautilus, the revenue, cost of revenue, operating expenses, depreciation and amortization at Nautilus are not consolidated into our GAAP financial statements. Instead, the financial impact of the Nautilus joint venture is reflected in the equity and net income and loss of investee net of tax line item on the GAAP income statement.

In the third quarter of 2023, we mined 624 Bitcoin at Lake Mariner, and our net share of mined Bitcoin at Nautilus was 370 Bitcoin, for a total of 994 Bitcoin, or about 11 Bitcoin per day, and a 10% improvement over the 908 Bitcoin mined in 2Q 2023. Our GAAP revenues also saw outstanding growth of 23% quarter-over-quarter, reaching $19 million in 3Q 2023 from $15.5 million in 2Q 2023. Our value per Bitcoin self mined this quarter, a non-GAAP metric that includes Bitcoin mined at Nautilus, averaged 28,104 per Bitcoin for a total of $27.9 million, as detailed and defined in our monthly operating reports and press release.

Looking now at our gross profit, we saw an increase of 3% quarter-over-quarter, from $10.3 million in 2Q 2023 to $10.6 million in 3Q 2023. Our total power cost per Bitcoin mined, a non-GAAP metric that includes Bitcoin mined at Nautilus, was $9,322 in 3Q 2023, compared to $7,197 in 2Q 2023. As a reminder, in our GAAP financials, unlike our monthly operating reports, the company records proceeds received and to be received for demand response programs as a reduction in cost of revenue. These expected proceeds totaled $1.7 million in 3Q 2023. Operating expenses remained stable quarter-over-quarter at approximately $1.2 million.

SG&A expenses increased quarter-over-quarter from $8.6 million in 2Q 2023 to $10.3 million in 3Q 2023. The increase was primarily due to an increase in non-cash stock compensation due related party for achieving a performance milestone. We are on track to achieve approximately $6 million of SG&A savings year-over-year, and I'm confident we can continue to drive down costs. We are committed to achieving savings of $10 million relative to 2022. We have a number of cost-saving initiatives underway and remain steadfast in our objective to achieve these savings as we move into 2024. Depreciation increased modestly quarter-over-quarter from $6.4 million in 2Q 2023 to $8.2 million in 3Q 2023.

The quarter-over-quarter increase was the result of an increase in mining capacity and infrastructure placed into service in the middle of 2Q 2023. In 3Q 2023, we recorded a loss on disposal of property, plant, and equipment of $0.4 million, related to disposals of miners at Lake Mariner. GAAP interest expense in 3Q 2023 was $10.3 million, which includes cash interest expense and amortization of debt issuance costs, and debt discount related to the term loan financing. However, cash interest paid during the three and nine months ended September 30, 2023, was $4.3 million and $15.5 million, respectively.

Notably, cash interest paid during the year-to-date nine-month period actually includes 11 months of interest payments, due to accrued interest for the fourth quarter of 2022, paid in January 2023, and eight months of interest payments made in 2023, as interest is paid monthly in arrears as of May 2023. In 3Q 2023, we reported $0.9 million in equity and net income of investee, net of tax, as compared to -$3.3 million in 2Q 2023. These amounts represent TeraWulf's proportional share of income or losses of the Nautilus joint venture. Our GAAP net loss for the third quarter was $19.4 million, compared to a net loss of $17.8 million in 2Q 2023.

Our non-GAAP adjusted EBITDA for Q3 2023 was $9 million, an 18.5% improvement over $7.6 million in 2Q 2023, and year-to-date 2023 adjusted EBITDA is $14.3 million. Turning our attention now to the balance sheet. As of September 30, we held $6.6 million in cash, with total assets amounting to $312 million, and total liabilities of $158 million. With the achievement of our targeted 160 MW and 5.5 EH/s of operating capacity exiting 2Q 2023, we anticipate a consistent and rapid reduction in our long-term debt moving forward. Furthermore, year to date, we have reduced our net working capital, excluding the current portion of long-term debt, from approximately -$60 million at December 31, 2022, to approximately -$19 million as of September 30.

A substantial improvement and one which will continue to normalize in the fourth quarter. As I've mentioned in previous quarters, you may note from our balance sheet that we do not hold our Bitcoin in treasury, but rather execute a monetize what we mine strategy, whereby we liquidate Bitcoin to pay operational expenses and capital expenses and overhead as needed, rather than dilute shareholders to fund these costs. Our job as a Bitcoin miner is to continue to mine Bitcoin more efficiently and profitably than any of our peers, and return that profit to shareholders in the form of debt paydown, organic growth or dividends, and share buybacks, not by HODLing.

As a 23-year veteran of Wall Street and longtime institutional investor in the energy, power, and commodity sectors, I find the HODL strategy to be a simple marketing ploy, allowing peer management teams to gamble with shareholders' money. What commodity business in the world, copper, coal, gold, oil and gas, mines a commodity and doesn't sell it because they think or speculate that prices will be higher in the future? With Bitcoin ETFs likely available to the masses in 2024, thereby providing exposure to the price of Bitcoin, we believe the HODL strategy will soon be antiquated and not in shareholders' best interests. Investors should own WULF equity because, one, they're aligned with management, the board, and insiders owning roughly 50% of the company's equity.

Number two, as an operating mining company, Wolf can mine Bitcoin more efficiently and profitably than any of our peers and return that profit to shareholders in the form of debt paydown, organic growth or dividends, and share buybacks, not by HODLing. My recommendation to the board will always be to monetize what we mine and distribute profits via dividends, similar to the MLP or master limited partnership model in the energy industry. Lastly, with regard to our ATM, and further to Paul's commentary on prioritizing accretive growth. Since September 30th, we issued only 4.6 million shares for net proceeds of $5.3 million, as we do not think our current stock price represents fair market value for the company, and with 50% insider ownership, have no interest in material dilution at these levels.

In conclusion, I hope that during this call today, our financial objectives were made clear and simple: maximize profits, repay debt, and return value to shareholders while providing investors access through transparency and accountability. With that, I'll pass it back to Paul and look forward to answering your questions.

Paul Prager (Chairman and CEO)

Thanks, Patrick. To summarize what we have discussed today, we are executing on the objectives we have communicated to the market. We remain confident in the strength of the business and our growth prospects, and we look forward to sharing additional operational updates in the future. Before we conclude today's remarks, I want to address our balance sheet and current valuation, as I believe they go hand in hand. With free cash flow generated in the third quarter, we've reduced our debt to approximately $140 million, which I believe is certainly manageable in the context of our cash flow expectations. We also have no mandatory amortization until April 2024, and more likely until maturity of the loan, well past the halving, if we achieve an incremental $33 million of principal paydown by April.

To put this in context, assuming a Bitcoin price of $35,000 and current network difficulty, we expect to sweep an incremental $30 million by end of the first quarter of 2024. Assuming a Bitcoin price of $40,000, the incremental paydown would be closer to $40 million by the end of the first quarter of 2024. We are fortunate to have a seasoned and constructive lender group that has consistently and continuously demonstrated their support for the company's business by agreeing to modify the terms of the credit agreement to provide more liquidity and flexibility. I expect these collaborative efforts to continue, particularly as our lenders are highly incentivized to see our share price perform, given they own 15% of the fully diluted equity of the company.

My executive team has managed through multiple power and credit cycles over the last 20 years, and I believe the company has several options with regard to considering our debt. To reiterate, investors should consider the following. One, lenders are incentivized to see our share price perform given their sizable equity ownership stake. Two, our lender group has proven to be supportive and constructive, having agreed to several amendments to increase the company's liquidity and flexibility. Three, free cash flow will likely enable a reduction of close to $40 million in principal by April 2024. Four, Nazar Khan, my COO and Co-Founder, and I own a portion of the debt, a meaningful portion of the debt, and we are studying the possibility of seeking a waiver from the lenders to convert to equity at a premium to the current stock price.

In principle, I am entirely comfortable coming out of a senior secured position to own equity alongside you, our investors, in TeraWulf. Five, debt provides operating leverage, and at 11.5%, our term loan is attractively priced relative to the high-yield bond index of around 9.5%. With regard to valuation, in no uncertain terms, I believe TeraWulf is undervalued relative to our peers. We are currently trading at a significant discount. As your fellow shareholder with a material interest in our collective success, this frustrates me entirely. However, I believe our valuation discount will narrow over time as we continue to perform and delever. In the meantime, we will remain focused on growing the company accretively, including evaluating public and private M&A. Accretive growth reduces our cost to mine a Bitcoin and increases free cash flow.

In closing, I want to personally thank you for your invaluable trust and your investment and your support as we build the leading sustainable Bitcoin mining company. With that, I'm prepared to open the call for questions. Operator?

Operator (participant)

Thank you. We will now be conducting a question-and-answer session. If you would like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate that your line is in the question queue. You may press star two if you'd like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment, please, while we pull for questions. Thank you. Our first question comes from the line of Josh Siegler with Cantor Fitzgerald. Please proceed with your question.

Josh Siegler (Director and Head of Crypto & FinTech Research and Equity Research Analyst)

Yeah. Hi, guys. Good evening. Thanks for taking my call today. I guess, first of all, I'd like to better understand the unit economics of this host-to-own agreement. So I believe on the prepared remarks, you mentioned it would be $0.078. Does that include a power cost flow through?

Patrick Fleury (CFO)

Hey, Josh, it's Patrick, and I got the whole management team here with me as well. No. So that, that's all in. But effectively, you know, it's effectively fixed, and then, as you know, our power cost at Lake Mariner floats, and so that's how it works.

Josh Siegler (Director and Head of Crypto & FinTech Research and Equity Research Analyst)

Okay. Understood on that front. And then when we're thinking about, you know, debt paydown, as well as the potential option to purchase these rigs, given kind of the free cash flow sweep, I was curious if you expect to purchase any before really the back half of 2024, in addition to the 5,500 or so?

Patrick Fleury (CFO)

So I think what, you know, Josh, we're trying to message there is, you know, we think we're undervalued vis-a-vis the peers, and, and as we've kind of harped on time and time again, you know, we're focused on accretive growth. You know, I think you can look at various valuation metrics and see kind of, you know, where we might see accretion, right? And I guess what we're indicating to you is it's not here at $1 or sub-$1. And so, you know, I think at, as the market unfolds here, you know, we have the option at any point in time, if we think it's accretive, to add those machines in, and, you know, we could add one machine, or we could add thousands of machines.

And so I think as we move forward, you know, we'll see kind of what happens with the market and what happens with our valuation.

Josh Siegler (Director and Head of Crypto & FinTech Research and Equity Research Analyst)

Okay, understood on that front. And if I could just sneak one more in real fast. I was curious if you could give us an update on how you're thinking about the cost of power at the Lake Mariner site as we head into the winter months here.

Patrick Fleury (CFO)

Yeah, look, I think our guidance, right, has been, you know, $0.045 there at Lake Mariner, and then obviously $0.02 fixed for five years at Nautilus. I think, you know, you can see in our results, I would say we are trending below $0.045 at Lake Mariner. And I think, Josh, also, as you've probably seen in our monthly operating reports versus our GAAP financials, you know, we do disclose demand response proceeds in the 10-Q and in, and then the GAAP figures. It's a reduction of our cost of revenue. So when you take into account, I think, our realized power price, plus those demand response revenues, you know, I think generally speaking, we're coming in, you know, below that $0.045.

Josh Siegler (Director and Head of Crypto & FinTech Research and Equity Research Analyst)

Great. Appreciate your answers. Thanks very much.

Patrick Fleury (CFO)

Thanks, Josh.

Operator (participant)

Thank you. Our next question comes from the line of Chase White with Compass Point. Please proceed with your question.

Chase White (Senior Research and Policy Analyst)

Thanks for taking my question, guys. So, how much CapEx do you guys have left on the Lake Mariner and expansion in terms of just the infrastructure? And how do you expect that to be split between 4Q and 1Q? And then I have a follow-up. Thanks.

Patrick Fleury (CFO)

Yeah. Hey, Chase. Thanks for your question. So very, I would say, minimal remaining on Lake Mariner from an infrastructure perspective. It's really, at this point, just the minor purchase, which, like we said, is deferred into 2024.

Chase White (Senior Research and Policy Analyst)

Gotcha. That's helpful. And, you know, any updates on the potential 50 MW expansion on Nautilus? Is, like, there any internal timeframe for making that decision? And, where does your JV partner stand on the issue?

Patrick Fleury (CFO)

Yeah. So I'm just looking around the management team here and seeing if Nazar wants to comment. But I think in general, you know, nothing as of today. I don't know, Nazar, if you want to add to that or?

Nazar Khan (COO and Co-Founder)

Hey, Chase, it's Nazar here. That's correct. As of now, we haven't built out a schedule for that. That would be a 50 MW expansion at the site. So in the near term, we see a lot more opportunity at the Lake Mariner site to expand. You know, we've put up building three, which is a 43 MW building. Building four is on the drawing board as well, which we could deliver in April or May of next year. So to the extent that we add another expansion beyond building three, it will likely be at the Lake Mariner facility before Nautilus.

Chase White (Senior Research and Policy Analyst)

Got it. Thanks.

Operator (participant)

Thank you. Our next question comes from the line of Lucas Pipes with B. Riley Securities. Please proceed with your question.

Lucas Pipes (Managing Director and Senior Analyst)

Thank you very much, operator. Good evening, everyone. Good job. Paul, my first question is on your remarks in your prepared comments with the debt to equity exchange. And you mentioned some details there. I couldn't catch all of them. You mentioned a potential premium. Just wondered if you could maybe go back and revisit that, and maybe also quantify how much could be exchanged. Thank you very much for any additional color.

Paul Prager (Chairman and CEO)

Hi. So Nazar and I own, you know, I would guess around $10 million worth of the debt. I think that, we're very comfortable, and we are exploring the notion of, seeking a waiver from our lenders, so that we could convert that debt into equity. We, we, we would want to do it at a premium to the market, meaning we think our stock is so undervalued. I don't think it'd be right for us to come in, at the current market price, and, we would expect, to come in at a, at a meaningful premium. But that's something that the board has to negotiate. And we'd also have to get approval from our lenders to do that.

But I'm inclined, you know, I like that trade a lot in the context of being further invested alongside the other shareholders.

Lucas Pipes (Managing Director and Senior Analyst)

That's very helpful. Thank you, Paul. My second question is so a little bit more on the industry, and I wondered kind of with the halving around the corner, you mentioned M&A earlier. Is there a preference for infrastructure over miners? Is it equal? If you had to go long, one or the other, which one would you choose or neither? Would appreciate your thoughts on that. Thank you.

Patrick Fleury (CFO)

... Yeah, I think, you know, hey, Lucas, it's Patrick. I'll answer that quickly, and then looking around the room here, because I know Nazar has a strong view on this. But I think we've been pretty public with our view that, you know, not all exahash is created equal. And so, as you know, you know, power is the number one cost input here. And you know, when you look at our unit economic structure, we have very low power. And so for us, growing, right, either organically or inorganically, accretively, is terrific because it lowers our unit economic cost.

That being said, you know, growing at our existing sites, where we know we have very low-cost power per term, that's a lot more attractive to us than just buying, you know, exahash that doesn't have low power, particularly as we come into the halving, right, when, when costs double. I don't know, Nazar, if you wanna add to that?

Nazar Khan (COO and Co-Founder)

Yeah. Good evening, Lucas. Nazar here. Just to echo Patrick's comments, infrastructure is the key, and as we look at M&A activity and consolidation, we are very focused on looking at infrastructure that is at the same cost structure that we have on direct costs or lower. And so to the extent that it would dilute our direct mining costs, it's not of interest to us. And as Patrick said, we believe we can organically grow. At a site like Mariner, we think over time, that site can get up to 500 MW of total capacity. And so it's at that site, that's kind of our benchmark in analyzing any, you know, M&A or consolidation type of activity.

Patrick Fleury (CFO)

Yeah, Lucas, I would just add, too, I think Paul's gonna jump in, too. But as you know, I think you've been to the site, but, you know, we are blessed there with temperate conditions, right? A lot of our competitors based in the south, you know, are not. We're not mining with immersion there, right? We're mining air-cooled because of those temperate conditions. And not only that, but, you know, we're 35 miles east of Niagara Falls, so there's a lot of abundant, excess, cheap power. And I think you can see that our—I mean, our results thus far this year are proving that.

Paul Prager (Chairman and CEO)

Yeah, the only thing I'd want to add to that is, Josh, you had asked earlier, you know, given the winter is coming, winter is coming, but we're at the place where it's the source of generation for power, not the end user. So our facility is very well located up north. The other thing is, I think strategic activity has to be mindful of, you know, an important element to everything we do, which is, you know, we're environmentally correct. We're focused on, you know, zero carbon Bitcoin mining. So one should assume that to the extent we're growing, we're growing consistent with that goal. And also, we're gonna be acquiring things that are, you know, keep us the focus of everybody who's interested in zero Bitcoin mining.

I think this is important because, you know, when the ETFs are approved and you see more and more institutions come to the space, you know, this is a big focus for institutions if it's not a binary determination of who they can invest in. And so, you know, we could look at opportunities from a, you know, acquisition of, of exahash, but it has to be consistent with how we're built as a company, which is very much focused on Bitcoin mining from a zero carbon perspective.

Lucas Pipes (Managing Director and Senior Analyst)

That's very helpful. Thank you. And I'll try to squeeze one last one in. Patrick, you mentioned additional cost saving opportunities, and I wondered if you could maybe share a little bit of where you're looking to squeeze out additional savings here. Thank you, thank you so much.

Patrick Fleury (CFO)

Yeah. I mean, I'll give you an example, Lucas, and, you know, just like, this is an example of low-hanging fruit in a, in an industry that's maturing. But, you know, our directors and officers insurance, our first year was, you know, over $6 million of premium, okay? I, like, won't even get into the specific details of what that covered, but, you know, last year, we were able to reduce that down, you know, to around $4 million-$5 million. And this year, you know, we're gonna get another really material reduction in that, right? So, and that, that policy renews in December. So there, there's, like, those things, right, where, where, again, there's public company costs, right?

As we sort of have more experience and more track record, there's a lot of juice still to squeeze out of those grapes. And that, that's those are, I think, examples of what we're focused on. Right, that's obviously not in the numbers you're seeing today, because like I said, that matures or renews, sorry, in December. You know, the other thing is, we've looked at, you know, whether it's candidly like the debt amendments in the past. We've also looked at some strategic transactions. You know, our third-party legal fees are definitely decreasing. And that, again, comes with just, you know, getting our sea legs under us on things like SEC filings and other things. And then also workforce efficiencies.

I mean, as we get more experience operating, you know, our teams are getting more experience operating. We're able to just kind of squeeze more out of the, you know, existing folks that we have. So I think it's all of those things, but, like, there's some really big-ticket items, like the D&O, which is a good example, that are gonna allow us to keep cutting costs that I can see in the future. And I'm pretty confident, which is why I said that in my remarks.

Lucas Pipes (Managing Director and Senior Analyst)

Thank you so much, Patrick, Paul, Nazar, team, you know, continued best of luck.

Paul Prager (Chairman and CEO)

Lucas, before I let you go, I've been led to believe that you've just recently had another child, a son, so congratulations.

Lucas Pipes (Managing Director and Senior Analyst)

Thank you so much. A girl. Yeah, three girls now. Thank you, Paul.

Operator (participant)

Thank you. Our next question comes from the line of Mike Grondahl with Northland Securities. Please proceed with your question.

Mike Grondahl (Head of Equities , Director of Research, and Senior Research Analyst)

Hey, guys. Thanks. Two questions. One, my takeaway on the operations at Lake Mariner and Nautilus was that it was a pretty clean quarter. Was there anything to call out operationally? And then secondly, for Patrick, it, it sounds like SG&A and especially interest expense in 4Q kind of revert back closer to the 2Q levels. Just those were a little bit cleaner quarters. Just any directional comment on that would be helpful.

Patrick Fleury (CFO)

Yeah, sure, Mike. So, I think the quarter was pretty clean. I'm looking at Nazar. We did have an outage. I

Nazar Khan (COO and Co-Founder)

First week of October.

Patrick Fleury (CFO)

Okay, yeah. The, well, that was - that's for fourth quarter. We had an outage-

Nazar Khan (COO and Co-Founder)

August.

Patrick Fleury (CFO)

Yeah, in October, but then in August, we were down, and I think we had a lightning strike or something on the site.

Nazar Khan (COO and Co-Founder)

Yeah. So Mike, to your point, it was operationally a fairly clean quarter. We did have a couple scheduled outages that occurred. You know, as we continue to build out the site and getting building three ready, there was some work that we had to do to tie in that site to the rest of the site. So there was an outage in August, or sorry, yeah, August, that was in the quarter. And as Patrick said, there was an issue just with a lightning strike, but that was only a few hours. And so, but overall, it was a fairly clean operational quarter. Again, the time that we were down was mostly or vastly due to scheduled outages to tie in building three.

Patrick Fleury (CFO)

Yeah, Mike, on your SG&A point, so I look at SG&A in our financials, and, you know, I take out stock-based comp, right? Because we, as we know, the management team here has a very big stake, so we really don't have much stock-based comp, but there is a little bit in there. So yeah, I think, you know, 2Q, if I take out stock-based comp, I think was closer to $6.8 million. 3Q, if I take out all the stock-based comp in there, because we did have a performance incentive that was triggered, it's kinda closer to $6.3 million, I think, in 3Q. But 4Q should be, you know, one of our lowest quarters for SG&A.

And as you know, first quarter tends to be higher just because we have to file 10-K, you know, 10-Q work, proxy work. There's a lot of filings and other things that renew, obviously, in the first quarter. So yeah, I think, you know, if you kinda extrapolate out that trend, I think that's appropriate.

Mike Grondahl (Head of Equities , Director of Research, and Senior Research Analyst)

Got it. Okay. Hey, thank you.

Paul Prager (Chairman and CEO)

Mike, the one other comment I'd wanna just mention in terms of operations is just please recall that we're vertically integrated. You know, we operate our own facilities. So I think we're a little bit unique relative to a lot of the other folks in the mining space.

Mike Grondahl (Head of Equities , Director of Research, and Senior Research Analyst)

Okay. Hey, thanks.

Operator (participant)

Thank you. Our next question comes from the line of Josh Siegler with Cantor Fitzgerald. Please proceed with your question.

Josh Siegler (Director and Head of Crypto & FinTech Research and Equity Research Analyst)

Yeah. Hi, guys. Thanks for taking my follow-up here. Just real fast, saw on your queue that you put down a deposit for potential S21s in the future. I was wondering if you could walk us through kind of that rationale and how you're thinking about the S21s versus the 19 JXPs. Thank you.

Nazar Khan (COO and Co-Founder)

Hey, Josh, it's Nazar here. So, you know, the S21s came out low, you know, better efficiency machine, lower price out the gate that Bitmain had put out there. And so I think this, you know, I think there was a question earlier from Lucas just around the kind of miners versus infrastructure. And so when you think about—when we think about it, you know, we think the infrastructure is unique, right? The ability to procure low-cost power for term, and miners are available. And so what we see is that, you know, the S21s out there today, again, under the structure that Bitmain rolled out, 80% payable before delivery and the remaining 20% a year out.

Inevitably, you know, 12 months from today, there's probably gonna be another more efficient machine that comes out. So our current fleet efficiency is 27.5 joules per terahash. Once we fully incorporate the full 18,500 JXPs, we'll be pretty close to 25 J/TH. Our long, long-term goal and trend is to continue to drive that overall fleet efficiency, you know, into the low 20s. So that will mean that, you know, we'd be looking at the S21s, T21s, those types of machines to kind of further drive down that incremental efficiency.

Patrick Fleury (CFO)

Yeah, and I guess, Josh, it's Patrick. So just to touch on the financial aspect of that, I think the right way to think about it is, you know, we've got, I think, about $14.3 million of deposits that we made on the S19 JXPs. So that, along with the $1.2 million of deposits that we made on the S21s, we'll roll all that into... So that's about, you know, $15.5 million. We'll roll that into the all into the JXP order. So that kind of converts to machines, if you will, at just under $19 a terahash, and then we'll-...

host the remainder to the difference, which is roughly, you know, 13,000 of the 18,500 in 2024, you know, and when the time is right, we'll buy some or all, if that makes sense. Does that answer your question?

Josh Siegler (Director and Head of Crypto & FinTech Research and Equity Research Analyst)

Yeah, that's, that's very helpful. Really do appreciate the candor, and thanks for taking my follow-up.

Patrick Fleury (CFO)

Thank you.

Operator (participant)

Thank you. Our next question comes from the line of Mateo Levy with Parabolic Ventures. Please proceed with your question.

Mateo Levy (Managing Member of Opportunity Four of Parabolic Ventures Holdings LLC)

Hey, everybody. First of all, congratulations on your hash rate expansion to 5.5. I'm not aware of another miner who's achieved that as quickly as you, so I just want to applaud that. But meanwhile, my question relates to the short interest. What is the market missing? What are the misunderstanding, and how do you intend to prove them wrong? Because the short interest has grown, meanwhile, all your other metrics are looking amazing. So I would love to get some feedback from you on this.

Paul Prager (Chairman and CEO)

Hi, Mateo. This is Paul. Thanks for your question. You know, part of the short position in the space, but I don't think it's close to even 50%. Part of that short interest would appear to be some of our lenders. And I think, by the way, they have been entirely supportive and remain, again, long the stock and willing to continue to help the company outperform its peers.

I think the other shorts, part of it is, I don't think they understand the debt, so they look at the debt and don't appreciate that, you know, when a cash flows, you know, we have free cash flow until, you know, April, and then once we've paid down a certain amount, which we're clearly gonna be able to do here and get it for, you know, the duration of the loan. They don't appreciate, you know, as well, that we have built our facilities to scale pretty rapidly, and we can do that internally. So I think they're just looking right now at debt maturity as a primary issue, and they're being a little heavy-handed and short in the stock. I think they're making the wrong bet.

You know, I've continued to purchase throughout, and again, as I've indicated earlier, I'm prepared to move my debt, which is the senior secured position, with lenders' approval into our stock at a premium to its current market. So I think at some point it provides a great opportunity for those invested in the stock to squeeze the shorts. I mean, I don't know if a CEO is really supposed to focus on how our stock trades, but I think, you know, it's pretty thin out there. And with Bitcoin prices going up, with ETF approval, I think that you'll see that, you know, we're the most levered play out there.

I think a lot of folks will roll out of companies that are sort of into the whole strategy, as opposed to companies that mine at reduced costs and generate lots of Bitcoin, particularly with the ESG component on top. So I think they're wrong, and I think, you know, it's our job to prove them wrong, and that's what we intend to do.

Mateo Levy (Managing Member of Opportunity Four of Parabolic Ventures Holdings LLC)

All right, Paul. Thank you. That makes sense. I mean, the debt is a function of how you scale so quickly, and you're the low-cost producer, so going into the halving, that should resonate. So is there any other actions that the company intends to take to really put an exclamation point behind TeraWulf as a leader in the space?

Paul Prager (Chairman and CEO)

Listen, we're looking at everything, all the tools in the toolkit. So, as we think about our debt, we talk to our lenders routinely. Patrick has a great working relationship there. If there are ways to optimize that in the best interest of the company and our shareholders, we'll do that. We look at strategic acquisition opportunities all the time, consistent with our ESG core focus. And separately, you know, we're already scaling here, you know, building three got up real fast. You know, we've got a very...

Building 4's on the way, and I think that we are opportunistically structured in terms of our agreements with Bitmain to sort of, you know, pay for new machines whenever we want to, as opposed to right now, we are paying for some and we're hosting some. So I think we'll get there. I have a lot of confidence in the approach. And again, I think the shorts out there are just too focused on the debt maturity, which is nine months or currently, as it stands, it's nine months past the halving, and we're free cash flow sweep till then. So I think we're in pretty good shape.

Mateo Levy (Managing Member of Opportunity Four of Parabolic Ventures Holdings LLC)

All right, Paul, thank you very much. Thank you, TeraWulf team.

Operator (participant)

Thank you. We have reached the end of our question and answer session, and with that, this will conclude today's teleconference. You may disconnect your lines at this time.