Galaxy Digital Announces First Quarter 2021 Financial Results

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Net comprehensive income1 grew to $860 millionAssets Under Management (“AUM”)2 increased 58{fbc7a75af74adfbeb2d3baecdf7daa64e5d3521205059ee8f1fef6bec19bbc34}Counterparty loan originations grew over 510{fbc7a75af74adfbeb2d3baecdf7daa64e5d3521205059ee8f1fef6bec19bbc34}Erin Brown joins Executive Team as Chief Operating OfficerGalaxy Digital has agreed to acquire BitGo NEW YORK, May 17, 2021 /CNW/ – Galaxy Digital Holdings Ltd. (TSX: GLXY) (“Galaxy Digital” the “Company” or “GDH […]

Net comprehensive income1 grew to $860 million
Assets Under Management (“AUM”)2 increased 58{fbc7a75af74adfbeb2d3baecdf7daa64e5d3521205059ee8f1fef6bec19bbc34}
Counterparty loan originations grew over 510{fbc7a75af74adfbeb2d3baecdf7daa64e5d3521205059ee8f1fef6bec19bbc34}
Erin Brown joins Executive Team as Chief Operating Officer
Galaxy Digital has agreed to acquire BitGo

NEW YORK, May 17, 2021 /CNW/ – Galaxy Digital Holdings Ltd. (TSX: GLXY) (“Galaxy Digital” the “Company” or “GDH Ltd.”) today released financial results for the three months ended March 31, 2021 for both itself and Galaxy Digital Holdings LP (the “Partnership” or “GDH LP”).

Galaxy Digital Holdings Ltd. Logo (CNW Group/Galaxy Digital Holdings Ltd.)

“Galaxy Digital reported another consecutive record quarter, as net comprehensive income grew to $860 million from $336 million in the prior quarter, AUM increased 58{fbc7a75af74adfbeb2d3baecdf7daa64e5d3521205059ee8f1fef6bec19bbc34} in the quarter, and counterparty loan originations increased over 510{fbc7a75af74adfbeb2d3baecdf7daa64e5d3521205059ee8f1fef6bec19bbc34},” said Michael Novogratz, Founder and CEO of Galaxy Digital.

“Beyond delivering dramatic organic growth, we announced we will acquire BitGo, which will establish Galaxy Digital as the first full-service digital asset financial platform for institutions and ensure our business is aligned with broader institutional adoption.”

Select Financial Highlights for the First Quarter 2021, compared to First Quarter 2020

_______________________________

1

Excluding non-controlling interests (“NCI”).

2

AUM is an internal estimate inclusive of a sub-advised fund, committed capital in a closed-end vehicle, and seed investments by affiliates.
Changes in AUM are generally the result of performance, contributions, and withdrawals.

3

This supplementary financial measure is defined as Digital assets plus Investments, less Digital assets sold short, less Investments sold short, less Non-controlling interests.

Operating Highlights for the First Quarter 2021, compared to First Quarter 2020

  • Galaxy Digital Trading (“GDT”) reported records in: counterparty trading volumes, the size of its counterparty loan book, and in gross counterparty loan book originations.

  • Galaxy Digital Asset Management (“GDAM”) reported preliminary assets under management (“AUM”) of $1.27 billion as of March 31, 2021, a 58{fbc7a75af74adfbeb2d3baecdf7daa64e5d3521205059ee8f1fef6bec19bbc34} increase from the quarter ended December 31, 2020. AUM consisted of $950.0 million in GDAM’s Galaxy Fund Management products, and $325.0 million in the Galaxy Interactive fund.

  • Galaxy Digital Investment Banking (“GDIB”) continued to make progress for clients across financing, mergers and acquisitions, and other strategic matters, with several active mandates in various stages of execution.

  • Galaxy Digital Mining (“GDM”) established its own proprietary bitcoin mining operation, hosting its machines at a third-party data center in the United States, and has begun proprietary mining.

  • Principal Investments: The Company made 12 new investments and now holds approximately 80 investments across approximately 60 portfolio companies.

Corporate Updates

  • The Company has appointed Erin Brown as its Chief Operating Officer, effective immediately. Erin is a seasoned executive with significant experience in treasury, risk and trading operations. She most recently served as Chief Risk Officer at Jump Trading, and previously was the Head of Global Treasury and Operations at DRW.

Pending Acquisition of BitGo

  • Galaxy Digital announced on May 5, 2021 that it has agreed to acquire BitGo, the leading independent digital assets infrastructure provider. The acquisition will position Galaxy Digital as a leading global full-service platform for institutions seeking access to the crypto economy, offering an unparalleled breadth of industry-leading products and services at scale.

  • Under the terms of the merger agreement, the consideration to BitGo shareholders will consist of 33.8 million of newly issued shares of Galaxy Digital common stock and $265 million in cash, subject to certain adjustments and deferred purchase considerations, implying an aggregate transaction value of approximately $1.2 billion based on Galaxy Digital’s closing share price on May 4, 2021.

  • Galaxy Digital will use its balance sheet to fund the cash consideration, a significant portion of which will be deferred up to 12 months post-close. Additionally, Galaxy Digital will issue incremental shares of its common stock to BitGo’s shareholders in exchange for BitGo’s net digital assets at close. The BitGo acquisition diversifies the business with greater contribution from reoccurring revenue that is significantly less correlated with digital asset prices.

  • The acquisition accelerates product innovation and development capabilities by adding over 50 engineers and key product and security infrastructure personnel.

  • Immediate revenue synergy opportunities, paired with BitGo’s strong base business and growth trajectory, support the value of the acquisition.

  • The transaction has been approved by the boards of directors of both Galaxy Digital and BitGo. The acquisition is expected to close in the fourth quarter of 2021, subject to approval by Galaxy Digital’s shareholders of the domestication of Galaxy Digital as a Delaware corporation and the internal restructuring, as well as certain related matters and other acquisition-related closing conditions and regulatory approvals.

Earnings Conference Call

An investor conference call will be held today, May 17, 2021 at 8:30 AM Eastern Time. A live webcast with the ability to ask questions will be available at: https://www.galaxydigital.io/investor-relations/ or directly at: http://public.viavid.com/index.php?id=144722. The conference call can also be accessed by investors in the United States or Canada by dialing 1-877-407-0789, or 1-201-689-8562 (outside the U.S. and Canada). A replay of the webcast will be available and can be accessed in the same manner as the live webcast on the Company’s Investor Relations website. Through June 14, 2021, the recording will also be available by dialing 1-844-512-2921, or 1-412-317-6671 (outside the U.S. and Canada) passcode: 13719351.

About Galaxy Digital Holdings Ltd. (TSX: GLXY) (“GDH Ltd.”) and Galaxy Digital Holdings LP (“GDH LP”)

GDH Ltd.’s only significant asset is a minority investment in GDH LP. GDH LP is a diversified, financial services and investment management company in the digital asset, cryptocurrency and blockchain technology sector. GDH LP’s multi-disciplinary team has extensive experience spanning investing, portfolio management, capital markets, operations, and blockchain technology. GDH LP operates in the following businesses: Trading, Asset Management, Principal Investments, Investment Banking and Mining. The CEO of GDH Ltd. and the general partner of GDH LP is Michael Novogratz. GDH LP is headquartered in New York City, with offices in Tokyo, Japan, London, Amsterdam, Hong Kong, Amsterdam, Netherlands, Jersey City, U.S., San Francisco, U.S., Chicago, U.S., and the Cayman Islands (registered office).

Additional information about GDH LP’s businesses and products is available on www.galaxydigital.io.

This press release should be read in conjunction with (i) GDH LP’s Management Discussion and Analysis and Condensed Consolidated Interim Financial Statements for the three months ended March 31, 2021 and (ii) GDH Ltd.’s Management Discussion and Analysis and Condensed Consolidated Interim Financial Statements for the three months ended March 31, 2021 (together, the “Consolidated Financial Statements” and “MD&As”), which have been filed on SEDAR at www.sedar.com.

Disclaimers and Additional Information

The TSX has not approved or disapproved of the information contained herein. The Ontario Securities Commission has not passed upon the merits of the disclosure record of Galaxy Digital.

The Company listed on the TSX via TSX Sandbox, an initiative intended to facilitate listing applications that may not satisfy the original listing requirements of TSX, but due to facts or situations unique to a particular issuer otherwise warrant a listing on TSX. The TSX has exercised its discretion to waive the requirements of subsection 309(c)(i) of its manual (C$10 million in treasury resulting from public raise) which the Company did not meet and has approved the listing of the Company pursuant to TSX Sandbox. Galaxy Digital’s approval pursuant to TSX Sandbox was conditioned upon public filing of an Annual Information Form and prominent quarterly disclosure of digital assets and investments, which the Company has completed and agreed to continue to provide. The Company will remain listed pursuant to TSX Sandbox until such time as it has completed a twelve-month period without significant compliance issues after graduation. In addition, Galaxy Digital is required to disclose the following two risk factors that were also included in the most recent Annual Information Form for the year-ended 2020: (1) The Company has limited operating history and its business lines are nascent and subject to material legal, regulatory, operational and other risks in every jurisdiction; and (2) the market price and trading volume of the Company’s ordinary shares has been volatile and will likely continue to be so in response to, among other factors, market fluctuations in digital assets generally or the digital assets that Galaxy Digital holds or trades.

The performance of the Funds will vary from the performance of their respective indices.
BLOOMBERG is a trademark or service mark of Bloomberg Finance L.P. GALAXY is a trademark of Galaxy Digital Capital Management LP (GDCM). Bloomberg Finance L.P. and its affiliates (collectively, Bloomberg) are not affiliated with GDCM, the Galaxy Funds and their respective affiliates (collectively, Galaxy). Bloomberg’s association with Galaxy is to act as the administrator and calculation agent of the Indices (collectively, the “Index”), which is the property of Bloomberg. Neither Bloomberg nor Galaxy guarantee the timeliness, accurateness, or completeness of any data or information relating to the Index or results to be obtained. Neither Bloomberg nor Galaxy make any warranty, express or implied, as to the Index, any data or values relating thereto or any financial product or instrument linked to, using as a component thereof or based on the Index (Products) or results to be obtained therefrom, and expressly disclaims all warranties of merchantability and fitness for a particular purpose with respect thereto. To the maximum extent allowed by law, Bloomberg, its licensees, Galaxy, and their respective employees, contractors, agents, suppliers, and vendors shall have no liability or responsibility whatsoever for any injury or damages—whether direct, indirect, consequential, incidental, punitive, or otherwise—arising in connection with the Index, any data or values relating thereto or any Products—whether arising from their negligence or otherwise.

No Offer or Solicitation
This report shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of any of the proposed transactions. This report is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

Additional Information
In connection with the proposed reorganization and combination, Galaxy will file a registration statement, including a management circular/prospectus and an information statement/prospectus, with the Securities and Exchange Commission (the “SEC”). GALAXY AND BITGO SHAREHOLDERS ARE ADVISED TO READ THE MANAGEMENT CIRCULAR/PROSPECTUS AND INFORMATION STATEMENT/PROSPECTUS, RESPECTIVELY, WHEN SUCH DOCUMENTS BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders may obtain a free copy of the registration statement and such other documents (when available) and any other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov. Copies of the management circular/prospectus and an information statement/prospectus can also be obtained, when available, without charge, from Galaxy’s website at https://investor.galaxydigital.io/.

CAUTION ABOUT FORWARD-LOOKING STATEMENTS
The information in this report may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and “forward-looking information” under Canadian securities laws (collectively, “forward-looking statements”). Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. Statements that are not historical facts, including statements about the pending acquisition, domestication and the related transactions (the “transactions”), and the parties, perspectives and expectations, are forward-looking statements. In addition, any statements that refer to estimates, projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this presentation may include, for example, statements about: our ability to complete the transactions; our expectations around the performance of our and the target’s business; our success in retaining or recruiting, or changes required in, our officers, key employees or directors following the transactions; or our financial performance following the transactions. The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments and their potential effects on us taking into account information currently available to us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could result in the failure to consummate the transactions; (2) the possibility that the terms and conditions set forth in any definitive agreements with respect to the transactions may differ materially from the terms and conditions set forth herein; (3) the outcome of any legal proceedings that may be instituted following the transactions and any definitive agreements with respect thereto; (4) the inability to complete the transactions due to the failure to satisfy conditions to closing in the definitive agreements with respect to the transactions including in respect of shareholder and stock exchange approvals; (5) changes to the proposed structure of the transactions that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the transactions; (6) the ability to meet and maintain listing standards following the consummation of the transactions; (7) the risk that the transactions disrupts current plans and operations; (8) costs related to the transactions; (9) changes in applicable laws or regulations; (10) the possibility that the combined company may be adversely affected by other economic, business, and/or competitive factors; (11) changes or events that impact the cryptocurrency industry, including potential regulation, that are out of our control; (12) the risk that our business will not grow in line with our expectations or continue on its current trajectory; (13) the possibility that our addressable market is smaller than we have anticipated and/or that we may not gain share of it; (14) those other risks contained in the Annual Information Form for the year ended December 31, 2020 available on the Company’s profile at www.sedar.com and (15) other risks and uncertainties to be indicated from time to time in filings made with the SEC. Should one or more of these risks or uncertainties materialize, they could cause our actual results to differ materially from the forward-looking statements. We are not undertaking any obligation to update or revise any forward looking statements whether as a result of new information, future events or otherwise. You should not take any statement regarding past trends or activities as a representation that the trends or activities will continue in the future. Accordingly, you should not put undue reliance on these statements.

Galaxy Digital Holdings LP’s Financial Results

(in thousands)

March 31, 2021

December 31, 2020

Assets

Current assets

Cash

$

93,163

$

135,766

Digital assets

2,006,367

850,380

Investments

351,643

260,383

Receivable for digital asset trades

28,845

13,204

Digital asset loans receivable

293,274

96,724

Digital assets receivables

149,287

12,813

Assets posted as collateral

36,840

15,768

Receivables

34,510

2,710

Due from broker

16,355

4,452

Derivatives

37,179

15,922

Prepaid expenses and other assets

15,317

6,494

Goodwill

15,515

15,515

Loans receivable

60,226

8,510

3,138,521

1,438,641

Digital assets receivables

28,227

6,911

Right of use asset

4,421

4,573

Property and equipment

6,264

3,693

Intangible asset

1,945

2,406

40,857

17,583

Total assets

$

3,179,378

$

1,456,224

Liabilities

Current liabilities

Digital assets sold short

$

5,240

$

5,278

Investments sold short

14,771

4,384

Warrant liability

52,708

20,781

Accounts payable and accrued liabilities

111,093

34,154

Payable for digital asset trades

18,684

31,144

Digital asset loans payable

572,936

226,399

Loans Payable

42,400

Collateral payable

188,323

44,660

Lease liability

726

742

1,006,881

367,542

Lease liability

4,447

4,515

Total liabilities

1,011,328

372,057

Equity

Partners’ capital

1,677,959

798,211

Non-controlling interests

490,091

285,956

Total equity

2,168,050

1,084,167

Total liabilities and equity

$

3,179,378

$

1,456,224

(in thousands)

Three Months Ended
March 31, 2021

Three Months Ended
March 31, 2020

Income

Advisory and management fees

$

1,913

$

1,587

Net income from digital asset mining (Note 23)

923

Leasing income from mining equipment (Note 23)

506

Net realized gain (loss) on digital assets

666,668

(38,152)

Net realized gain on investments

151,138

163

Interest income

8,533

1,439

Net derivative gain

18,859

4,435

Other income

1,187

849,727

(30,528)

Operating expenses

Equity based compensation

7,099

1,621

Compensation and compensation related

94,952

7,184

General and administrative

5,341

3,196

Professional fees

4,566

1,638

Profit share arrangement expense

4,134

Interest

13,792

1,011

Insurance

150

282

Director fees

208

50

(130,242)

(14,982)

Net unrealized gain on digital assets

362,909

12,924

Net unrealized gain on investments

60,282

4,674

Revaluation of warrant liability

(36,817)

Unrealized foreign currency gain (loss)

3,068

(174)

Realized foreign currency gain (loss)

(350)

332

389,092

17,756

Income (loss) for the period

$

1,108,577

$

(27,754)

Income (loss) attributed to:

Unit holders of the Partnership

$

859,958

$

(26,941)

Non-controlling interests

248,619

(813)

$

1,108,577

$

(27,754)

Other comprehensive income

Foreign currency translation adjustment

$

284

$

17

Comprehensive income (loss) for the period

$

1,108,861

$

(27,737)

Comprehensive income (loss) attributed to:

Unit holders of the Partnership

$

860,242

$

(26,924)

Non-controlling interests

248,619

(813)

$

1,108,861

$

(27,737)

Income and expenses by each reportable segment of GDH LP for the three months ended March 31, 2021 are as follows (in thousands):

Trading

Principal Investments

Asset Management

Investment Banking

Mining

Corporate

and Other

Totals

Income (loss)

Advisory and management fees

$

95

$

$

1,818

$

$

$

$

1,913

Net income from digital asset mining

923

923

Leasing income from mining equipment

506

506

Net realized gain on digital assets

480,356

45,515

140,797

666,668

Net realized gain on investments

151,138

151,138

Interest income

8,511

22

8,533

Net derivative gain

18,859

18,859

Other income

866

321

1,187

508,687

196,996

142,615

1,429

849,727

Operating expenses

73,811

10,349

4,236

864

715

40,267

130,242

Net unrealized gain on digital assets

158,617

94,818

109,251

223

362,909

Net unrealized gain on investments

60,282

60,282

Net unrealized loss on warrant liability

(36,817)

(36,817)

Unrealized foreign currency loss

3,068

3,068

Realized foreign currency loss

(2)

(348)

(350)

161,683

154,752

109,251

223

(36,817)

389,092

Net income (loss) for the period, including non-controlling interests

$

596,559

$

341,399

$

247,630

$

(864)

$

937

$

(77,084)

$

1,108,577

Income and expenses by each reportable segment of GDH LP for the three months ended March 31, 2020 are as follows (in thousands):

Trading

Principal Investments

Asset Management

Investment Banking

Corporate

and Other

Totals

Income (loss)

Advisory and management fees

$

$

$

1,237

$

350

$

$

1,587

Net realized loss on digital assets

(37,016)

(532)

(604)

(38,152)

Net realized gain on investments

163

163

Interest income

1,090

337

5

7

1,439

Net derivative gain

4,435

4,435

(31,491)

(32)

638

357

(30,528)

Operating expenses

3,974

1,047

3,318

1,242

5,401

14,982

Net unrealized gain (loss) on digital assets

14,565

(1,469)

(172)

12,924

Net unrealized gain on investments

4,674

4,674

Unrealized foreign currency loss

(174)

(174)

Realized foreign currency gain

332

332

14,723

3,205

(172)

17,756

Net loss for the period, including non-controlling interests

$

(20,742)

$

2,126

$

(2,852)

$

(885)

$

(5,401)

$

(27,754)

Assets and liabilities by reportable segment of GDH LP as of March 31, 2021 are as follows (in thousands):

Trading

Principal Investments

Asset Management

Investment Banking

Mining

Corporate and Other

Totals

Total assets

$

1,800,692

$

775,031

$

504,388

$

6,244

$

57,608

$

35,415

$

3,179,378

Total liabilities

$

867,495

$

101

$

6,276

$

155

$

40,504

$

96,797

$

1,011,328

Assets and liabilities by reportable segment of GDH LP as of December 31, 2020 are as follows (in thousands):

Trading

Principal Investments

Asset Management

Investment Banking

Mining

Corporate and Other

Totals

Total assets

$

751,138

$

357,529

$

307,720

$

6,190

$

3,633

$

30,014

$

1,456,224

Total liabilities

$

333,321

$

101

$

18,170

$

22

$

$

20,443

$

372,057

Select statement of financial position information

The fair value of each asset class by reporting segment of GDH LP as of March 31, 2021 is as follows (in thousands):

Trading

Principal Investments

Asset Management

Investment Banking

Mining

Corporate and Other

Totals

Digital assets

$

1,248,656

$

271,299

$

484,954

$

$

1,458

$

$

2,006,367

Digital assets receivables

177,514

177,514

Digital assets posted as collateral

36,622

36,622

Investments:

Pre-Launch Network

950

950

Convertible Notes

4,399

4,399

Preferred Stock

109,671

109,671

Common Stock

56,112

56,112

LP/LLC Interests

155,021

155,021

Warrants/Trust Units/Trust Shares

25,485

5

25,490

$

1,310,763

$

774,971

$

484,954

$

$

1,458

$

$

2,572,146

The fair value of each asset class by reporting segment of GDH LP as of December 31, 2020 is as follows (in thousands):

Trading

Principal Investments

Asset Management

Investment Banking

Corporate and Other

Totals

Digital assets

$

444,216

$

118,555

$

287,609

$

$

$

850,380

Digital assets receivables

19,724

19,724

Digital assets posted as collateral

15,625

15,625

Investments:

Pre-Launch Network

500

500

Convertible Notes

4,501

4,501

Preferred Stock

86,258

86,258

Common Stock

29,970

29,970

LP/LLC Interests

84,311

84,311

Warrants/Trust Units

51,182

3,661

54,843

$

511,023

$

347,480

$

287,609

$

$

$

1,146,112

All figures are in U.S. Dollars unless otherwise noted.

SOURCE Galaxy Digital Holdings Ltd.

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