Notes Payable | . DEBT The Company has entered into equipment finance agreements that are secured by the purchased miner equipment. These agreements generally require monthly payments of principal, interest and a risk premium fee. The following table provides information on the equipment financing agreements: $ in thousands Balance as of: Note Loan Date Maturity Date Interest Initial March 31, 2022 December 31, 2021 Equipment Financings: A December 2020 June 2022 17.0 % $ 4,482 $ — $ 1,245 B December 2020 June 2022 17.0 % 428 24 95 C March 2021 November 2022 17.0 % 2,229 991 1,362 D April 2021 December 2022 17.0 % 4,012 2,006 2,674 E - H May 2021 October 2023 15.0 % 15,724 16,089 15,223 I July 2021 January 2023 17.0 % 4,457 2,724 3,468 J July 2021 March 2023 17.0 % 2,717 1,509 1,962 K October 2021 June 2023 17.0 % 2,223 1,606 1,976 L March 2022 April 2024 13.0 % 54,425 52,706 - Bonds Payable October 2021 October 2026 8.5 % 55,200 51,961 51,843 Bonds Payable December 2021 October 2026 8.5 % 17,000 15,053 14,980 Secured Promissory Note March 2022 July 2022 / 6.0 % 26,500 25,251 - 169,920 94,828 Less: Current portion ( 66,729 ) ( 19,577 ) $ 103,191 $ 75,251 The Company incurred interest expense of $ 3.4 million and $ 0.2 million during the three months ended March 31, 2022 and 2021, respectively, under the terms of these financings. Master Equipment Financing Agreement On March 21, 2022, Greenidge, as guarantor, together with its wholly-owned subsidiaries GTX Gen 1 Collateral LLC, GNY Collateral LLC and GSC Collateral LLC (collectively, the “Borrowers”), entered into a Master Equipment Finance Agreement (the “NYDIG Financing Agreement”) with NYDIG ABL LLC ("NYDIG"), as lender, whereby NYDIG agreed to lend to the Borrowers approximately $ 81 million under loan schedules that were partially funded for approximately $54 million in March 2022 and will continue to be funded to finance the acquisition of certain miners and related equipment (the “Financed Equipment”). The Borrowers' obligations under the NYDIG Financing Agreement are fully and unconditionally guaranteed by Greenidge. Outstanding borrowings under the NYDIG Financing Agreement are secured by all assets of the Borrowers, including without limitation, the Financed Equipment and proceeds thereof (including bitcoin). The partially funded loan schedules bear interest at a rate of 13 % per annum and have terms of twenty-five months. Certain loan schedules are interest-only for a specified period and otherwise payments on loan schedules include both an interest and principal payment. Pursuant to the terms of the NYDIG Financing Agreement, the Borrowers and with certain exceptions, the Company, will be subject to certain covenants and restrictive provisions which will, among other things: limit the Borrowers’ ability to incur additional indebtedness for borrowed money; limit additional liens on the collateral or the equity interests of any of the Borrowers; limit consolidations or mergers including the Borrowers or the Company unless such would not constitute a Change in Control (as defined therein); limit disposing of the collateral or any portion of the collateral with certain exceptions; limit the Borrowers’ ability to make certain restricted payments and investments; and limit the ability to create direct obligations of the Borrowers or the Company unless the NYDIG Financing Agreement is at least pari passu in right of payment; each of which are subject to customary and usual exceptions and baskets. The loans under the NYDIG Financing Agreement cannot be voluntarily partially prepaid, but may be prepaid in whole subject to a make-whole calculation. The NYDIG Financing Agreement is denoted in the table above as "Equipment Financings: L." Secured Promissory Note On March 18, 2022, Greenidge issued a secured promissory note, as borrower, in favor of B. Riley Commercial Capital, LLC, as noteholder (the “Noteholder”), evidencing a $ 26.5 million aggregate principal amount loan by the Noteholder to Greenidge (the “Secured Promissory Note”). The Secured Promissory Note is guaranteed by certain of Greenidge’s wholly-owned subsidiaries: Greenidge South Carolina LLC, GSC RE LLC and 300 Jones Road LLC. The loan outstanding under the Secured Promissory Note bears interest at a rate of 6 % per annum and matures on July 20, 2022, subject to up to five 30-day extensions, through December 2022, that may be elected by Greenidge provided no Event of Default (as defined therein) has occurred and is continuing and Greenidge pays an Exit Fee (as defined therein) to the Noteholder. Pursuant to the terms of the Secured Promissory Note, Greenidge and its subsidiaries will be subject to certain covenants and restrictive provisions which will, among other things, limit their ability to incur additional indebtedness for borrowed money or additional liens other than debt and liens permitted pursuant to the Secured Promissory Note; consolidate or merge unless Greenidge survives; or transfer all or substantially all of their assets; make certain restricted payments or investments; have a Change of Control (as defined therein); modify certain material agreements; and engage in certain types of transactions with affiliates; each of which are subject to customary and usual exceptions and baskets. The Secured Promissory Note is secured by a first priority mortgage lien on certain real property together with related improvements, fixtures and personal property located at Greenidge's South Carolina Facility. Greenidge’s obligations under the Secured Promissory Note may be prepaid in whole or in part without penalties or fees. Fair Value Disclosure 178.4 million and $ 169.9 million, respectively, at March 31, 2022. The notional value does not include unamortized discounts and debt issuance costs of $ 8.5 million at March 31, 2022. The estimated fair value of the Bonds Payable, representing the fair value of our 8.50 % senior secured notes due 2026, was measured using quoted market prices at the reporting date. Such instruments were valued using Level 1 inputs. For the Equipment Financings and Secured Promissory Note, the Company believes the notional values approximate their fair values. Minimum future principal payments on debt as of March 31, 2022 were as follows: $ in thousands Remainder of 2022 $ 58,116 2023 36,325 2024 11,739 2025 - 2026 72,200 Total $ 178,380 |