COVER
COVER - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 25, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-40931 | ||
Entity Registrant Name | Stronghold Digital Mining, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 86-2759890 | ||
Entity Address, Address Line One | 595 Madison Avenue | ||
Entity Address, Address Line Two | 28th Floor | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10022 | ||
City Area Code | 212 | ||
Local Phone Number | 967-5294 | ||
Title of 12(b) Security | Class A common stock | ||
Trading Symbol | SDIG | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 0 | ||
Documents Incorporated by Reference | Information required in response to Part III of this Annual Report on Form 10-K (this "Form 10-K") (Items 10, 11, 12, 13 and 14) is hereby incorporated by reference to portions of the Registrant’s Proxy Statement for the 2022 Annual Meeting of Stockholders. The Proxy Statement will be filed by the Registrant with the Securities and Exchange Commission no later than 120 days after the end of the Registrant’s fiscal year ended December 31, 2021. | ||
Entity Central Index Key | 0001856028 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Common Class A | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 20,016,067 | ||
Common Stock - Class V | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 28,209,600 |
AUDIT INFORMATION
AUDIT INFORMATION | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | Urish Popeck & Co., LLC |
Auditor Location | Pittsburgh, PA |
Auditor Firm ID | 1013 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | ||
Cash | $ 31,790,115 | $ 303,187 |
Digital currencies | 7,718,221 | 228,087 |
Digital currencies restricted | 2,699,644 | 0 |
Accounts receivable | 2,111,855 | 65,900 |
Due from related party | 0 | 302,973 |
Prepaid Insurance | 6,301,701 | 0 |
Inventory | 3,372,254 | 396,892 |
Other current assets | 661,640 | 65,831 |
Total Current Assets | 54,655,430 | 1,362,870 |
EQUIPMENT DEPOSITS | 130,999,398 | 0 |
PROPERTY, PLANT AND EQUIPMENT, NET | 166,657,155 | 7,814,199 |
LAND | 1,748,440 | 0 |
BONDS | 211,958 | 185,245 |
SECURITY DEPOSITS | 348,888 | 0 |
TOTAL ASSETS | 354,621,269 | 9,362,314 |
CURRENT LIABILITIES | ||
Current portion of long-term debt-net of discounts/issuance fees | 50,099,372 | 449,447 |
Forward sale contract | 7,116,488 | 0 |
Related-party notes | 0 | 2,024,250 |
Accounts payable | 28,650,659 | 8,479,187 |
Due to related parties | 1,430,660 | 698,338 |
Accrued liabilities | 5,053,957 | 828 |
Total Current Liabilities | 92,351,136 | 11,652,050 |
LONG-TERM LIABILITIES | ||
Asset retirement obligation | 973,948 | 446,128 |
Contract liabilities | 187,835 | 40,000 |
Economic Injury Disaster Loan | 0 | 150,000 |
Paycheck Protection Program Loan | 841,670 | 638,800 |
Long-term debt-net of discounts/issuance fees | 18,378,841 | 482,443 |
Total Long-Term Liabilities | 20,382,294 | 1,757,371 |
Total Liabilities | 112,733,430 | 13,409,421 |
Commitments and contingencies | ||
Redeemable common stock | 301,052,617 | |
STOCKHOLDERS’ DEFICIT & PARTNERS’ DEFICIT | ||
General partners | (2,710,323) | |
Limited partners | (1,336,784) | |
Non-controlling - Series A convertible preferred units with shares of Class V common stock. 1,152,000 issued and outstanding as of December 31, 2021 | 37,670,161 | |
Common Stock – Class A, $0.0001 par value; 685,440,000 shares authorized and 20,016,067 shares issued and outstanding | 2,002 | |
Accumulated deficit | (338,709,688) | |
Additional paid-in capital | 241,872,747 | |
Stockholders’ deficit or partners’ deficit | (59,164,778) | |
Stockholders’ deficit or partners’ deficit | (4,047,107) | |
Total | 241,887,839 | |
TOTAL LIABILITIES, REDEEMABLE COMMON AND DEFICIT | 354,621,269 | $ 9,362,314 |
Common Stock - Class V | ||
LONG-TERM LIABILITIES | ||
Redeemable common stock | $ 301,052,617 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) | Dec. 31, 2021$ / sharesshares |
Preferred stock, issued (in shares) | 1,152,000 |
Preferred stock, outstanding (in shares) | 1,152,000 |
Common stock, par value (in USD per share) | $ / shares | $ 0.0001 |
Common stock, authorized (in shares) | 685,440,000 |
Common stock, issued (in shares) | 20,016,067 |
Common stock, outstanding (in shares) | 20,016,067 |
Common Stock - Class V | |
Common stock - Class V, par value (in USD per share) | $ / shares | $ 0.0001 |
Common stock - Class V, authorized (in shares) | 34,560,000 |
Common stock - Class V, issued (in shares) | 27,057,600 |
Common stock - Class V, outstanding (in shares) | 27,057,600 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
OPERATING REVENUES | |||
Operating revenues | $ 30,915,137 | $ 4,118,384 | |
OPERATING EXPENSES | |||
Fuel | 13,190,828 | 389,633 | |
Operations and maintenance | 15,492,763 | 3,305,833 | |
General and administrative | 14,955,626 | 2,269,525 | |
Impairments on digital currencies | 1,870,274 | 0 | |
Depreciation and amortization | 7,607,721 | 558,630 | |
Total operating expenses | 53,117,212 | 6,523,621 | |
NET OPERATING LOSS | (22,202,075) | (2,405,237) | |
OTHER INCOME (EXPENSE) | |||
Interest Expense | (4,622,655) | (205,480) | |
Gain on extinguishment of PPP loan | 638,800 | 10,000 | |
Realized gain on sale of digital currencies | 149,858 | 31,810 | |
Changes in fair value of warrant liabilities | (1,143,809) | 0 | |
Changes in fair value of forward sale derivative | (116,488) | 0 | |
Realized gain on sale of derivatives | 0 | 1,207,131 | |
Waste coal credits | 47,752 | 1,188,210 | |
Other income / (expense) | (6,712) | 28,572 | |
Total other income / (expense) | (5,053,254) | 2,260,243 | |
NET LOSS | (27,255,329) | (144,994) | |
NET LOSS - attributable to non-controlling interest | $ (15,803,234) | ||
NET LOSS - attributable to predecessor (1/1-3/31) / Stronghold Digital Mining, Inc | (144,994) | ||
NET LOSS attributable to Class A Common Shares | |||
Basic (in USD per share) | [1] | $ (2.03) | |
Diluted (in USD per share) | [1] | $ (2.03) | |
Class A Common Shares Outstanding | |||
Basic (in shares) | [1] | 5,518,752 | |
Diluted (in shares) | [1] | 5,518,752 | |
Energy | |||
OPERATING REVENUES | |||
Operating revenues | $ 11,870,817 | 518,397 | |
Capacity | |||
OPERATING REVENUES | |||
Operating revenues | 4,238,921 | 2,816,457 | |
Cryptocurrency hosting | |||
OPERATING REVENUES | |||
Operating revenues | 2,297,489 | 252,413 | |
Cryptocurrency mining | |||
OPERATING REVENUES | |||
Operating revenues | 12,494,581 | 339,456 | |
Other | |||
OPERATING REVENUES | |||
Operating revenues | $ 13,329 | $ 191,661 | |
[1] | Basic and diluted loss per share of Class A common stock is presented only for the period after the Company’s Reorganization Transactions. See Note 1 - Business Combinations for a description of the Reorganization Transactions. See Note 17 - Earnings (Loss) Per Share for the calculation of loss per share. |
CONSOLIDATED STATEMENTS OF PART
CONSOLIDATED STATEMENTS OF PARTNERS’ DEFICIT AND STOCKHOLDERS’ DEFICIT - USD ($) | Total | Redeemable Convertible Preferred Stock, Series A | Redeemable Convertible Preferred Stock, Series B | Common Stock - Class V | Common Class A | Limited Partners | General Partners | Redeemable Preferred Non-controlling Series A | Redeemable Preferred Non-controlling Series ARedeemable Convertible Preferred Stock, Series A | Common A | Common ARedeemable Convertible Preferred Stock, Series A | Common ARedeemable Convertible Preferred Stock, Series B | Common ACommon Class A | Accumulated Deficit | Accumulated DeficitCommon Stock - Class V | Additional Paid-in Capital | Additional Paid-in CapitalRedeemable Convertible Preferred Stock, Series A | Additional Paid-in CapitalRedeemable Convertible Preferred Stock, Series B | Additional Paid-in CapitalCommon Class A |
Beginning balance at Dec. 31, 2019 | $ (2,780,961) | $ (833,875) | $ (1,947,086) | ||||||||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||||||||||
Net gain (loss) | (144,994) | (147,546) | 2,552 | ||||||||||||||||
Distributions | (1,121,152) | (355,363) | (765,789) | ||||||||||||||||
Ending balance at Dec. 31, 2020 | (4,047,107) | (1,336,784) | (2,710,323) | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Net gain (loss) | (144,994) | (147,546) | 2,552 | ||||||||||||||||
Net gain (loss) | (238,948) | (71,687) | (167,261) | ||||||||||||||||
Ending balance at Mar. 31, 2021 | (4,286,055) | (1,408,471) | (2,877,584) | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Net gain (loss) | (238,948) | (71,687) | (167,261) | ||||||||||||||||
Net losses attributable to non controlling interest | (167,261) | ||||||||||||||||||
Beginning balance at Dec. 31, 2020 | (4,047,107) | (1,336,784) | (2,710,323) | ||||||||||||||||
Ending balance at Dec. 31, 2021 | 0 | 0 | |||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Net losses attributable to non controlling interest | (15,803,234) | ||||||||||||||||||
Warrants issued and outstanding | 1,924,281 | $ 1,628,311 | $ 295,970 | ||||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 1,152,000 | 20,016,067 | |||||||||||||||||
Ending balance at Dec. 31, 2021 | (59,164,778) | $ 37,670,161 | $ 2,002 | $ (338,709,688) | $ 241,872,747 | ||||||||||||||
Beginning balance at Mar. 31, 2021 | (4,286,055) | (1,408,471) | (2,877,584) | ||||||||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||||||||||
Net gain (loss) | (11,213,147) | (11,213,147) | |||||||||||||||||
Contributions | 2,877,584 | 1,408,471 | 2,877,584 | ||||||||||||||||
Ending balance at Dec. 31, 2021 | 0 | 0 | |||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Aspen Scrubgrass Participant, LLC ["Olympus"] contribution | 0 | (1,408,471) | |||||||||||||||||
Buyout of Aspen Interest | (2,000,058) | (7,000,000) | 4,999,942 | ||||||||||||||||
Converted to Common Class A (in shares) | 576,000 | ||||||||||||||||||
Converted to Common Class A | 58 | $ 58 | |||||||||||||||||
Exchange of common units for Class A common shares (in shares) | 14,400 | ||||||||||||||||||
Exchange of common units for Class A common shares | 1 | $ 1 | |||||||||||||||||
Common stock issued as part of debt financing (in shares) | 126,273 | ||||||||||||||||||
Common stock issued as part of debt financing | 1,389,899 | $ 12 | 1,389,887 | ||||||||||||||||
Warrants issued as part of debt financing | 1,999,396 | 1,999,396 | |||||||||||||||||
Conversion of convertible redeemable preferred units to common stock (in shares) | 9,792,000 | 1,816,994 | |||||||||||||||||
Conversion of convertible redeemable preferred units to common stock | $ 77,824,369 | $ 18,182,921 | $ 979 | $ 182 | $ 77,823,388 | $ 18,182,739 | |||||||||||||
Maximum redemption right valuation | $ (303,930,195) | $ (303,930,195) | |||||||||||||||||
Issuance of stock (in shares) | 1,152,000 | 7,690,400 | |||||||||||||||||
Issuance of stock | 38,315,520 | $ 131,538,558 | $ 38,315,520 | $ 769 | $ 131,537,789 | ||||||||||||||
Net gain (loss) | (11,213,147) | (11,213,147) | |||||||||||||||||
Net losses attributable to non controlling interest | (15,803,234) | $ (645,359) | (15,157,875) | ||||||||||||||||
Warrants issued and outstanding | 1,924,281 | 1,924,281 | |||||||||||||||||
Stock-based compensation | 4,015,324 | 4,015,324 | |||||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 1,152,000 | 20,016,067 | |||||||||||||||||
Ending balance at Dec. 31, 2021 | (59,164,778) | $ 37,670,161 | $ 2,002 | (338,709,688) | 241,872,747 | ||||||||||||||
Ending balance at Dec. 31, 2021 | $ 0 | $ 0 | |||||||||||||||||
Beginning balance at Nov. 02, 2021 | 38,315,520 | ||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Net losses attributable to non controlling interest | $ (645,359) | ||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 1,152,000 | 20,016,067 | |||||||||||||||||
Ending balance at Dec. 31, 2021 | $ (59,164,778) | $ 37,670,161 | $ 2,002 | $ (338,709,688) | $ 241,872,747 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Beginning balance (in shares) | 1,152,000 | 20,016,067 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (27,255,329) | $ (144,994) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and Amortization | 7,607,721 | 558,630 |
Accretion of asset retirement obligation | 0 | 21,821 |
Forgiveness of PPP loan | (638,800) | (10,000) |
Realized loss on sale of derivatives | 0 | 505,747 |
Realized gain on sale of digital currencies | (149,858) | (31,810) |
Write-off of bad debts | 244,924 | |
Amortization of debt issuance costs | 1,404,732 | 0 |
Stock Compensation | 4,015,324 | 0 |
Impairments on digital currencies | 1,870,274 | 0 |
Changes in fair value of warrant liabilities | 1,143,809 | 0 |
Changes in fair value of forward sale derivative | 116,488 | 0 |
(Increase) decrease in assets: | ||
Digital currencies | (12,494,581) | (339,456) |
Accounts receivable | (1,176,239) | 70,618 |
Prepaid Insurance | 588,808 | 0 |
Due from related party | 302,973 | (302,975) |
Inventory | (1,417,689) | 132,591 |
Other current assets | (2,619,911) | (7,871) |
Increase (decrease) in liabilities: | ||
Accounts payable | 17,395,556 | 546,719 |
Due to related parties | 268,182 | (448,868) |
Accrued liabilities | 4,981,013 | (2,929) |
Contract liabilities | 147,835 | 40,000 |
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | (5,664,768) | 587,223 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Proceeds from sale of digital currencies | 584,387 | 158,615 |
Acquisition of Panther Creek, net of cash acquired | (3,914,362) | 0 |
Purchase of land | (21,439) | 0 |
Purchase of reclamation bond | (26,712) | 0 |
Purchase of property, plant and equipment; including construction in progress | (122,640,861) | (1,986,401) |
Equipment purchase deposits | (130,999,398) | 0 |
NET CASH USED IN INVESTING ACTIVITIES | (257,018,385) | (1,827,786) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Payments on long-term debt | (16,283,900) | (292,292) |
Payments on financed insurance premiums | (2,590,788) | 0 |
Proceeds from promissory note | 39,100,000 | 0 |
Proceeds from master equipment financing agreements | 41,435,466 | 0 |
Proceeds from equipment financed | 517,465 | 0 |
Proceeds from PPP loan | 841,670 | 638,800 |
Proceeds from private placements net of fees | 96,786,629 | 0 |
Initial Public Offering proceeds, net of fees | 131,537,789 | 0 |
(Payments) proceeds on EIDL Loan | (150,000) | 160,000 |
(Repayments) proceeds on related-party notes | (2,024,250) | 2,024,250 |
Buyout of Aspen Interest | (2,000,000) | 0 |
Forward sale contract prepayment | 7,000,000 | 0 |
Distributions paid | 0 | (1,121,151) |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 294,170,081 | 1,409,607 |
NET INCREASE IN CASH | 31,486,928 | 169,044 |
CASH - BEGINNING OF YEAR | 303,187 | 134,143 |
CASH - END OF YEAR | $ 31,790,115 | $ 303,187 |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS Reorganization Stronghold Digital Mining, Inc. (“Stronghold Inc.” or the "Company") was incorporated as a Delaware corporation on March 19, 2021. On April 1, 2021, contemporaneously with the Series A Private Placement (as defined below), Stronghold Inc. underwent a corporate reorganization pursuant to a Master Transaction Agreement, which will be referred to herein as the “Reorganization.” Immediately prior to the Reorganization, Q Power LLC (“Q Power”) directly held all of the equity interests in Stronghold Digital Mining LLC (“SDM”), and indirectly held 70% of the limited partner interests, and all of the general partner interests, in Scrubgrass Reclamation Company, L.P. (f/k/a Scrubgrass Generating Company, L.P.) (“Scrubgrass LP”), through wholly owned subsidiaries EIF Scrubgrass LLC (“EIF Scrubgrass”), Falcon Power LLC (“Falcon”) and Scrubgrass Power LLC. Aspen Scrubgrass Participant, LLC ("Aspen") held the remaining 30% of the limited partner interests in Scrubgrass LP (the “Aspen Interest”). Scrubgrass LP is a Delaware limited partnership originally formed on December 1, 1990 under the name of Scrubgrass Generating Company, L.P. SDM is a Delaware limited liability company originally formed on February 12, 2020 under the name Stronghold Power LLC (“Stronghold Power”). On April 1, 2021 Stronghold Inc. entered into a Series A Preferred Stock Purchase Agreement pursuant to which Stronghold Inc. issued and sold 9,792,000 shares of Series A Convertible Redeemable Preferred Stock (the “Series A Preferred Stock”) in a private offering (the “Series A Private Placement”) at a price of $8.68 per share to various accredited individuals in reliance upon exemptions from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D thereunder for aggregate consideration of approximately $85.0 million. In connection with the Series A Private Placement, the Company incurred approximately $6.3 million in fees and $631,897 as debt issuance costs for warrants issued as part of the Series A Private Placement. Contemporaneously with the Reorganization, Stronghold Inc. acquired the Aspen Interest using 576,000 shares of newly issued Series A Preferred Stock and $2,000,000 from a portion of the proceeds from the Series A Private Placement. The acquisition of the Aspen Interest is a total consideration of $7,000,000 that consists of the $2,000,000 in cash plus a valuation of $5,000,000 for the 576,000 shares of the Series A Preferred Stock at the issuance per share price of $8.68, and are classified as permanent equity and not subject to mandatory redemptions as outlined in Stronghold Inc.'s certificate of incorporation, as amended (the “Charter”). Pursuant to the Reorganization, Q Power contributed all of its ownership interests in EIF Scrubgrass, Falcon and SDM to Stronghold Digital Mining Holdings LLC (“Stronghold LLC”) in exchange for 27,072,000 Class A common units of Stronghold LLC (“Stronghold LLC Units”), Stronghold Inc. contributed cash (using the remaining proceeds from the Series A Private Placement, net of fees, expenses and amounts paid to Aspen), 27,072,000 shares of Class V common stock of Stronghold Inc. and the Aspen Interest to Stronghold LLC in exchange for 10,368,000 preferred units of Stronghold LLC, and Stronghold LLC immediately thereafter distributed the 27,072,000 shares of Class V common stock to Q Power. In addition, effective as of April 1, 2021, Stronghold Inc. acquired 14,400 Stronghold LLC Units held by Q Power (along with an equal number of shares of Class V common stock) in exchange for 14,400 newly issued shares of Class A common stock. As a result of the Reorganization, the acquisition of the Aspen Interest and the acquisition of Stronghold LLC Units by Stronghold Inc. discussed above, (a) Q Power acquired and retained 27,057,600 Stronghold LLC Units, 14,400 shares of Class A common stock of Stronghold Inc., and 27,057,600 shares of Class V common stock of Stronghold Inc., effectively giving Q Power approximately 69% of the voting power of Stronghold Inc. and approximately 69% of the economic interest in Stronghold LLC, (b) Stronghold Inc. acquired 10,368,000 preferred units of Stronghold LLC and 14,400 Stronghold LLC Units, effectively giving Stronghold Inc. approximately 31% of the economic interest in Stronghold LLC, (c) Stronghold Inc. became the sole managing member of Stronghold LLC and is responsible for all operational, management and administrative decisions relating to Stronghold LLC’s business and will consolidate financial results of Stronghold LLC and its subsidiaries, (d) Stronghold Inc. became a holding company whose only material asset consists of membership interests in Stronghold LLC, and (e) Stronghold LLC directly or indirectly owns all of the outstanding equity interests in the subsidiaries through which we operate the Company's assets, including Scrubgrass LP and SDM. On May 14, 2021, the Company completed a private placement of shares of the Company’s Series B Convertible Redeemable Preferred Stock of Stronghold Inc. (the “Series B Preferred Stock,” and, together with the Series A Preferred Stock, the “Preferred Stock”) (the “Series B Private Placement,” and, together with the Series A Private Placement, the “Private Placements”). The terms of the Series B Preferred Stock are substantially similar to the Series A Preferred Stock, except for differences in the stated value of such shares in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or certain deemed liquidation events. In connection with the Series B Private Placement, the Company sold 1,817,035 shares of its Series B Preferred Stock for an aggregate purchase price of $20.0 million. In connection with the Series B Private Placement, the Company incurred approximately $1.6 million in fees and expenses and $148,575 as debt issuance costs for warrants issued as part of the Series B Private Placement. Pursuant to the terms of the Preferred Stock, on (i) the date that a registration statement registering the shares of Class A common stock issuable upon the conversion of the Preferred Stock is declared effective by the U.S. Securities and Exchange Commission (the "SEC") or (ii) the date on which a “Significant Transaction Event” occurs, as defined in the Company's amended and restated certificate of incorporation, such shares of Preferred Stock will automatically convert into shares of Class A common stock of Stronghold Inc. on a one-to-one basis, subject to certain adjustments as set forth in the Charter. Correspondingly, pursuant to the Second Amended and Restated Limited Liability Company Agreement of Stronghold LLC, as amended from time to time (the “Stronghold LLC Agreement”), preferred units in Stronghold LLC automatically convert into Stronghold LLC Units on a one-to-one basis under like circumstances (subject to corresponding adjustments). On October 19, 2021, the registration statement registering the shares of Class A common stock issuable upon conversion of the Preferred Stock was declared effective by the SEC, and all of the outstanding shares of Preferred Stock converted into shares of Class A common stock at that time. Correspondingly, all of the preferred units in Stronghold LLC converted into Stronghold LLC Units. On June 29, 2021, Stronghold LLC formed Stronghold Digital Mining Equipment, LLC (“Equipment LLC”). On October 27, 2021, Stronghold Digital Mining Operating, LLC ("Operating LLC") formed Stronghold Digital Mining BT, LLC ("Digital Mining BT"). On December 10, 2021, Operating LLC formed Stronghold Digital Mining TH, LLC ("TH LLC"). Prior to the Reorganization Prior to the Reorganization date of April 1, 2021, Scrubgrass Generating Company, L.P. (“Scrubgrass”) existed as a Delaware limited partnership formed on December 1, 1990. Q Power LLC existed as a multi-member limited liability company and indirectly held limited and general partner interests of Scrubgrass. Additionally, Aspen, a wholly-owned subsidiary of Olympus Power, LLC (together with its affiliates “Olympus”), was a limited partner of Scrubgrass. Scrubgrass had two subsidiaries: Clearfield Properties, Inc. (“Clearfield”), which was formed for the purpose of purchasing a 175-acre site in Clearfield County, Pennsylvania, and acquiring access to certain coal material; and Leechburg Properties, Inc. (“Leechburg”), which was formed for the purpose of acquiring access rights to certain waste coal sites. Leechburg was a dormant entity as of December 31, 2021 and 2020. Pursuant to an equity Assignment and Assumption agreement dated September 24, 2020, Q Power assigned a 50%-member interest to a second individual. As a result, two individuals were the sole members of Q Power. Stronghold Power was established on February 12, 2020 as a Delaware limited liability company and is 100% owned by Q Power. Stronghold Power was created to pursue opportunities involving cryptocurrency mining as well as providing hosting services for third-party miners. Scrubgrass and Stronghold Power were under common control prior to the Reorganization date of April 1, 2021, and consolidated results reported as of December 31, 2020, and included in the consolidated results for the year ended December 31, 2021 and 2020. |
NATURE OF OPERATIONS AND SIGNIF
NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES | NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES In most instances, Stronghold Inc. and its subsidiaries will collectively be referred to as the “Company” if a discussion applies to all. Where it may not apply to all, then each company, described as itself, will be specifically noted. Nature of Operations The Company operates as a qualifying cogeneration facility (“Facility”) under the provisions of the Public Utilities Regulatory Policies Act of 1978 and sells its electricity into the PJM Interconnection Merchant Market (“PJM”) under an Energy Management Agreement (“EMA”) with Direct Energy Business Marketing, LLC (“DEBM”) effective February 1, 2015. The Company’s primary fuel source is waste coal which is provided by various third parties. Waste coal credits are earned by the Company by generating electricity utilizing coal refuse. Under the EMA, which was entered into as of January 23, 2015, DEBM agreed to act as the exclusive provider of services for the benefit of the Company related to interfacing with PJM, including handling daily operations of the facility, daily marketing and managing of a certain electric generating facility located in Kennerdell, Pennsylvania, energy management, capacity management and providing market and system information. The term of the agreement was initially through January 31, 2018, with three additional automatic renewal terms that now extends through January 31, 2022. DEBM was paid a monthly fee of $7,500 in satisfaction of its performance obligation during the term. The total revenue recognized under the EMA is 100% of the reported energy revenue and the total transaction price for the performance obligations varies depending upon market conditions and demand, such as usage and available capacities. The Company is also a vertically integrated digital currency mining business. The Company buys and maintains a fleet of digital/cryptocurrency mining equipment and the required infrastructure, it also provides power to third party digital currency miners under favorable Power Purchase Agreement (“PPA”) agreements, and it sells energy as a merchant power producer and receives capacity payments from PJM for making its energy available to the grid. The Digital currency mining operations are in their early stages, and digital currencies and energy pricing mining economics are volatile and subject to uncertainty. The Company’s current strategy will continue to expose it to the numerous risks and volatility associated with the digital mining and power generation sectors, including fluctuating Bitcoin-to-U.S.-Dollar prices, the costs and availability of miners, the number of market participants mining Bitcoin, the availability of other power generation facilities to expand operations and regulatory changes. Basis of Presentation The consolidated financial statements have been prepared in accordance with existing accounting principles generally accepted in the United States of America (“GAAP”), under the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Additionally, since there are no differences between net income and comprehensive income, all references to comprehensive income have been excluded from the consolidated financial statements. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash Cash and cash equivalents consist of short-term, highly liquid investments with original maturities of three months or less. The Company maintains its cash in non-interest bearing accounts that are insured by the Federal Deposit Insurance Company up to $250,000. The Company’s deposits may, from time to time, exceed the $250,000 limit; however, management believes that there is no unusual risk present, as the Company places its cash with financial institutions which management considers being of high quality. Digital Currencies Digital currencies are included in current assets in the reported balance sheets and are considered an intangible asset with an indefinite useful life. Digital currencies are recorded at cost less any impairment. Currently Bitcoin constitutes the only cryptocurrency the Company mines or holds in material amounts. Cryptocurrencies held are accounted for as intangible assets with indefinite useful lives. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the cryptocurrency at the time its fair value is being measured. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary . However, in most cases the Company’s qualitative assessment indicates impairment when the quoted price of the cryptocurrency subsequently falls below its carrying amount and we are required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. The Company performed an impairment test on its digital currencies and $(1,870,274) and $0 are recognized as impairment expenses for the years ended December 31, 2021 and 2020, respectively. The following table presents the activities of the digital currencies for the years ended December 31, 2021 and December 31, 2020: December 31, 2021 December 31, 2020 Digital currencies at beginning of year $ 228,087 $ 15,436 Additions of digital currencies 12,494,581 339,456 Realized gain on sale of digital currencies 149,858 31,810 Impairments (1,870,274) — Proceeds from sale of digital currencies (584,387) (158,615) Digital currencies, including restricted amounts $ 10,417,865 $ 228,087 On December 15, 2021, the Company entered into a Prepaid Variable Digital Asset Forward Transaction with NYDIG Derivatives Trading LLC (“NYDIG Trading”) providing for the sale of 250 Bitcoin (the “Sold Bitcoin”) at a floor price of $28,000 per Bitcoin (the “Forward Sale”). Pursuant to the Forward Sale, NYDIG Trading paid SDMI an amount equal to the floor price per Bitcoin (the “Initial Sale Price”) on December 16, 2021. On September 24, 2022, the Sold Bitcoin will be sold to NYDIG Trading at a price equal to the market price for Bitcoin on September 23, 2022, less the Initial Sale Price, subject to a capped final sale price of $85,500 per Bitcoin. The Company was advanced $7,000,000 and, in return, is required to pledge 250 Bitcoins as collateral. As of December 31, 2021, the Company held an aggregate amount of digital currencies that comprised of restricted and unrestricted Bitcoin of $10,417,865. Of that amount, $2,699,644 and $7,718,221 was restricted and unrestricted, respectively. Accounts Receivable Accounts receivable are stated at the amount management expects to collect from balances outstanding at year end. An allowance for doubtful accounts is provided when necessary and is based upon management’s evaluation of outstanding accounts receivable at year end. The potential risk is limited to the amount recorded in the financial statements. For the year ended December 31, 2021, outstanding customer balances totaling $244,924 were considered not collectable and written off to bad debts expense. No further allowance was considered necessary as of December 31, 2021 and 2020. Inventory Waste coal, fuel oil and limestone are valued at the lower of average cost or net realizable value and includes all related transportation and handling costs. The Company performs periodic assessments to determine the existence of obsolete, slow-moving, and unusable inventory and records necessary provisions to reduce such inventories to net realizable value. Derivative Contracts In accordance with guidance on accounting for derivative instruments and hedging activities all derivatives should be recognized at fair value. Derivatives or any portion thereof, that are not designated as, and effective as, hedges must be adjusted to fair value through earnings. Derivative contracts are classified as either assets or liabilities on the accompanying combined balance sheets. Certain contracts that require physical delivery may qualify for and be designated as normal purchases/normal sales. Such contracts are accounted for on an accrual basis. The Company uses derivative instruments to mitigate its exposure to various energy commodity market risks. The Company does not enter into any derivative contracts or similar arrangements for speculative or trading purposes. The Company will, at times, sell its forward unhedged electricity capacity to stabilize its future operating margins. As of December 31, 2021 and December 31, 2020, there are no open energy commodity derivatives outstanding. The Company also uses derivative instruments to mitigate the risks of Bitcoin market pricing volatility. The Company entered into a variable prepaid forward sale contract that mitigates Bitcoin market pricing volatility risks between a low and high collar of Bitcoin market prices during the contract term. This contract settles in September 2022. The contract meets the definition of a derivative transaction pursuant to guidance under ASC 815 and is considered a compound derivative instrument which is required to be presented at fair value subject to remeasurement each reporting period. The changes in fair value are recorded as changes in fair value of forward sale derivative as part of earnings. Refer to Note 26 - Variable Prepaid Forward Sales Contract Derivative. As of December 31, 2021, this is the only derivative contract open. As of December 31, 2020, there are no similar derivative contracts open. Fair Value Measurements The Company measures at fair value certain of its financial and non-financial assets and liabilities by using a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, essentially an exit price, based on the highest and best use of the asset or liability. The levels of the fair value hierarchy are: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities; Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data; and Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. As of December 31, 2021, the Company’s redeemable preferred warrants are recorded at fair value. Refer to Note 14 – Stock Issued Under Master Financing Agreements and Warrants. As of December 31, 2020, the Company did not have any assets or liabilities remeasured at fair value. Property and Equipment Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance and repairs are charged to expense as incurred. The Company records all assets associated with the cryptocurrency mining operations at cost. These assets are comprised of storage trailers and the related electrical components. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the remaining estimated useful lives (“EUL”) of the related assets using the straight-line method. The Company’s depreciation is based on its Facility being considered a single property unit. Certain components of the Facility may require replacement or overhaul several times over its estimated life. Costs associated with overhauls are recorded as an expense in the period incurred. However, in instances where a replacement of a Facility component is significant and the Company can reasonably estimate the original cost of the component being replaced, the Company will write-off the replaced component and capitalize the cost of the replacement. The component will be depreciated over the lesser of the EUL of the component or the remaining useful life of the Facility. The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of property and equipment may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of property and equipment. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property and equipment is used, and the effects of obsolescence, demand, competition, and other economic factors. Cryptocurrency Machines Management has assessed the basis of depreciation of the Company’s cryptocurrency machines used to verify digital currency transactions and generate digital currencies and believes they should be depreciated over a two-year period. The rate at which the Company generates digital assets and, therefore, consumes the economic benefits of its transaction verification servers, is influenced by a number of factors including the following: 1. The complexity of the transaction verification process which is driven by the algorithms contained within the Bitcoin open source software; 2. The general availability of appropriate computer processing capacity on a global basis (commonly referred to in the industry as hashing capacity which is measured in petahash units); and 3. Technological obsolescence reflecting rapid development in the transaction verification server industry such that more recently developed hardware is more economically efficient to run in terms of digital assets generated as a function of operating costs, primarily power costs, (i.e., the speed of hardware evolution in the industry is such that later hardware models generally have faster processing capacity combined with lower operating costs and a lower cost of purchase). The Company operates in an emerging industry for which limited data is available to make estimates of the useful economic lives of specialized equipment. Management has determined that two years best reflects the current expected useful life of transaction verification servers. This assessment takes into consideration the availability of historical data and management’s expectations regarding the direction of the industry including potential changes in technology. Management will review this estimate annually and will revise such estimate as and when data becomes available. To the extent that any of the assumptions underlying management’s estimate of useful life of its transaction verification servers are subject to revision in a future reporting period either as a result of changes in circumstances or through the availability of greater quantities of data then the estimated useful life could change and have a prospective impact on depreciation expense and the carrying amounts of these assets. Asset Retirement Obligations Asset retirement obligations, including those conditioned on future events, are recorded at fair value in the period in which they are incurred, if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the related long-lived asset in the same period. In each subsequent period, the liability is accreted to its present value and the capitalized cost is depreciated over the EUL of the long-lived asset. If the asset retirement obligation is settled for other than the carrying amount of the liability, the Company recognizes a gain or loss on settlement. The Company’s asset retirement obligation represents the cost the Company would incur to perform environmental clean-up or dismantle certain portions of the Facility. Impairment of Long-Lived Assets In conjunction with ASC 360 - Property, Plant and Equipment, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. A long-lived asset or asset group that is held and used must be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the long-lived asset or asset group might not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted future cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Based on the Company’s analysis, no impairment indicators existed as of December 31, 2021 and 2020, respectively, that would require impairment testing of the Company’s long-lived assets. Revenue Recognition The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The core principle of this revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: 1. Step 1: Identify the contract with the customer 2. Step 2: Identify the performance obligations in the contract 3. Step 3: Determine the transaction price 4. Step 4: Allocate the transaction price to the performance obligations in the contract 5. Step 5: Recognize revenue when the Company satisfies a performance obligation In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract). If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following: • Variable consideration • Constraining estimates of variable consideration • The existence of a significant financing component in the contract • Noncash consideration • Consideration payable to a customer Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. There is currently no specific definitive guidance under GAAP or alternative accounting framework for the accounting for cryptocurrencies recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the Financial Accounting Standards Board (the "FASB"), the Company may be required to change its policies, which could have an effect on the Company’s consolidated financial position and results from operations. Fair value of the digital asset award received is determined using the quoted price of the related cryptocurrency at the time of receipt. The Company’s policies with respect to its revenue streams are detailed below. Energy Revenue The Company operates as a market participant through PJM Interconnection, a Regional Transmission Organization (“RTO”) that coordinates the movement of wholesale electricity. The Company sells energy in the wholesale generation market in the PJM RTO. Energy revenues are delivered as a series of distinct units that are substantially the same and that have the same pattern of transfer to the customer over time and are therefore accounted for as a distinct performance obligation. The transaction price is based on pricing published in the day ahead market which constitute the stand-alone selling price. Energy revenue is recognized over time as energy volumes are generated and delivered to the RTO (which is contemporaneous with generation), using the output method for measuring progress of satisfaction of the performance obligation. The Company applies the invoice practical expedient in recognizing energy revenue. Under the invoice practical expedient, energy revenue is recognized based on the invoiced amount which is considered equal to the value provided to the customer for the Company’s performance obligation completed to date. Reactive energy power is provided to maintain a continuous voltage level. Revenue from reactive power is recognized ratably over time as the Company stands ready to provide it if called upon by the PJM RTO. Capacity Revenue The Company provides capacity to a customer through participation in capacity auctions held by the PJM RTO. Capacity revenues are a series of distinct performance obligations that are substantially the same and that have the same pattern of transfer to the customer over time and are therefore accounted for as a distinct performance obligation. The transaction price for capacity is market-based and constitutes the stand-alone selling price. As capacity represents the Company’s stand-ready obligation, capacity revenue is recognized as the performance obligation is satisfied ratably over time, on a monthly basis, since the Company stands ready equally throughout the period to deliver power to the PJM RTO if called upon. The Company applies the invoice practical expedient in recognizing capacity revenue. Under the invoice practical expedient, capacity revenue is recognized based on the invoiced amount which is considered equal to the value provided to the customer for the Company’s performance obligation completed to date. Penalties may be assessed by the PJM RTO against generation facilities if the facility is not available during the capacity period. The penalties assessed by the PJM RTO, if any, are recorded as a reduction to capacity revenue when incurred. Cryptocurrency Hosting The Company has entered into customer hosting contracts whereby the Company provides electrical power to cryptocurrency mining customers, and the customers pay a stated amount per megawatt-hour (“MWh”) (“Contract Capacity”). This amount is paid monthly in advance. Amounts used in excess of the Contract Capacity are billed based upon calculated formulas as contained in the contracts. If any shortfalls occur to due to outages, make-whole payment provisions contained in the contracts are used to offset the billings to the customer which prevented them from cryptocurrency mining. Advanced payments and customer deposits are reflected as contract liabilities. Cryptocurrency Mining The Company has entered into digital asset mining pools by executing contracts, as amended from time to time, with the mining pool operators to provide computing power to the mining pool. The contracts are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, the Company is entitled to a fractional share of the fixed cryptocurrency award the mining pool operator receives (less digital asset transaction fees to the mining pool operator which are recorded as a component of cost of revenues), for successfully adding a block to the blockchain. The terms of the agreement provide that neither party can dispute settlement terms after thirty-five days following settlement. The Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm. Providing computing power in digital asset transaction verification services is an output of the Company’s ordinary activities. The provision of providing such computing power is the only performance obligation in the Company’s contracts with mining pool operators. The transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date received, which is not materially different than the fair value at contract inception or the time the Company has earned the award from the pools. The consideration is all variable. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized. There is no significant financing component in these transactions. Fair value of the cryptocurrency award received is determined using the quoted price of the related cryptocurrency at the time of receipt. There is currently no specific definitive guidance under GAAP or alternative accounting framework for the accounting for cryptocurrencies recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies, which could have an effect on the Company’s consolidated financial position and results from operations. Waste Coal Credits Waste coal credits are issued by the Commonwealth of Pennsylvania. Facilities that generate electricity by using coal refuse for power generation, control acid gases for emission control, and use the ash produced to reclaim mining-affected sites are eligible for such credits. Income related to these credits is recorded upon cash receipt and within other income. Renewable Energy Credits (“RECs”) The Company uses coal refuse, which is classified as a Tier II Alternative Energy Source under Pennsylvania law, to produce energy to sell to the open market (“the grid”). A third party acts as the benefactor, on behalf of the Company, in the open market and is invoiced as RECs are realized. These credits are recognized as a contra-expense to offset the fuel costs to produce this refuse. Waste Ash Sales The Company sells fly ash and scrubber material collected. This is a by-product from their coal refuse reclamation used as fuel. Buyer pays 50% of a resale price, up to 50,000 tons, unless agreed to in writing to exceed this weight limit, Income related to these sales are recorded within other income. The Company has executed a Sales Order with Waste Management National Services, Inc. for December 3, 2021 through March 1, 2022, and has not yet realized any income as of December 31, 2021. Stock Based Compensation For equity-classified awards, compensation expense is recognized over the requisite service period based on the computed fair value on the grant date of the award. Equity classified awards include the issuance of stock options and restricted stock units (“RSUs”). Notes Payable The Company records notes payable net of any discounts or premiums. Discounts and premiums are amortized as interest expense or income over the life of the note in such a way as to result in a constant rate of interest when applied to the amount outstanding at the beginning of any given period. Warrant Liabilities The Company records warrant liabilities at their fair value as of the balance sheet date, and recognizes changes in the balances, over the comparative periods of either the issuance date or the last reporting date, as part of changes in fair value of warrant liabilities expense. At the issuance date, each series of warrants were convertible and redeemable to preferred stock. As of October 22, 2021 (the closing date of the IPO (as defined below)), all preferred stock converted to common stock one for one. As such, the warrant liability was revalued and reclassified to equity due to the equity offering and conversion as common shares. Segment Information Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”). The role of the CODM is to make decisions about allocating resources and assessing performance. The Company’s operations are based on its Energy Operations and Cryptocurrency Operations and thus the Company concluded its business operates in two operating segments. The CODM reviews financial information presented on each of these two operating segments for purposes of allocating resources and evaluating financial performance. The Company’s chief executive officer has been identified as its CODM. The Company's two operating segments are also its reportable segments: Energy Operations and Cryptocurrency Operations. Common Stock – Class V The Company accounts for the 56.1% interest represented by the Class V common stock outside of permanent equity as a result of certain redemption rights held by the holders that are outside the control of the Company. As such, the Company adjusts the Common Stock - Class V to its maximum redemption amount at the balance sheet date, if higher than the carrying amount. The redemption amount is based on a third-party valuation methodology of the Company’s Class A common stock at the end of the reporting period. Changes in the redemption value are recognized immediately as they occur, as if the end of the reporting period was also the redemption date for the instrument, with an offsetting entry to accumulated deficit. For each share of Class V common stock outstanding, there is a corresponding outstanding Class A common unit of Stronghold LLC. The redemption of any share of Class V common stock would be accompanied by a concurrent redemption of the corresponding Class A common unit of Stronghold LLC, such that both the share of Class V common stock and the corresponding Class A common unit of Stronghold LLC are redeemed as a combined unit in exchange for either a single share of Class A common stock or cash of equivalent value based on the fair value of the Class A common stock at the time of the redemption. For accounting purposes, the value of the Class A common units of Stronghold LLC is attributed to the corresponding shares of Class V common stock on the December 31, 2021 balance sheet. Loss per Share Basic net (loss) income p |
INVENTORY
INVENTORY | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORY | INVENTORY Inventory consisted of the following components as of: December 31, 2021 December 31, 2020 Waste coal $ 3,238,383 $ 342,476 Fuel oil 94,913 33,243 Limestone 38,958 21,173 TOTALS $ 3,372,254 $ 396,892 |
EQUIPMENT DEPOSITS
EQUIPMENT DEPOSITS | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
EQUIPMENT DEPOSITS | EQUIPMENT DEPOSITSEquipment deposits are contractual agreements with five vendors to deliver and install miners at future dates. The following details the vendors, miner models, miner counts, and expected delivery months. The Company is contractually committed to take future deliveries, and portions of the equipment are collateralized against the WhiteHawk Promissory Note (as defined below) as disclosed in Note 6 – Long-Term Debt. With the exception of Cryptech Solutions ("Cryptech"), where there is an installment payments plan, all unpaid deposits will be made on the last month referenced in the timeframe below. The delivery timeframe for the 2,400 Cryptech miners will be in equal installments of 200 per month for 12 months starting in November 2021. Deliveries for the other vendors vary within the referenced timeframes. The following table details the total equipment deposits of $130,999,398 as of December 31, 2021: Vendor Model Count Delivery Timeframe Total Commitments Unpaid [A] Transferred to PP&E [B] Equipment Deposits MinerVa [C] MinerVA 15,000 Oct '21 - Apr '22 $ 69,387,550 $ — $ (4,542,572) $ 64,844,978 Cryptech Bitmain 2,400 Nov '21 - Oct '22 12,660,000 (5,591,500) — 7,068,500 Northern Data MicroBT 9,900 Oct '21 - Jan '22 22,061,852 — (10,716,712) 11,345,140 Bitmain Technologies Limited Antminer 12,000 Apr '22 - Dec '22 75,000,000 (35,764,500) — 39,235,500 Northern Data PA. LLC WharsMiners 4,280 Jan '22 - June '22 11,340,374 (2,835,094) — 8,505,280 Totals 43,580 $ 190,449,776 $ (44,191,094) $ (15,259,284) $ 130,999,398 [A] Future commitments still owed to each vendor. Refer to Note 8 - Commitments and Contingencies for further details. [B] Miners that are delivered and physically placed in service are transferred to a fixed asset account at the respective unit price as defined in the agreement. [C] Refer to Note 8 - Commitments and Contingencies for a $3,999,980 refund that reduced the total commitments to $69,387,550 for this vendor. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and equipment consist of the following as of: Useful Lives (Years) December 31, 2021 Dec 31, 2020 Electric Plant 10 - 60 $ 66,153,985 $ 30,288,979 Power Transformers 8 - 30 7,489,472 — Machinery and equipment 5 - 20 12,015,811 2,862,736 Rolling Stock 5 - 7 261,000 — Cryptocurrency Machines & Powering Supplies 2 - 3 78,505,675 — Computer hardware and software 2 - 5 56,620 5,062 Vehicles & Trailers 2 - 7 155,564 81,733 Construction in progress Not Depreciable 36,067,776 1,544,536 Asset retirement obligation 10 - 30 580,452 79,848 201,286,355 34,862,894 Accumulated depreciation and amortization (34,629,200) (27,048,695) TOTALS $ 166,657,155 $ 7,814,199 Construction in Progress Construction in progress consists of various projects to build out the cryptocurrency machine power infrastructure and is not depreciable until the asset is considered in service and successfully powers and runs the attached cryptocurrency machines. Completion of these projects will have various rollouts of energized transformed containers and are designed to calibrate power from the plant to the container that houses multiple cryptocurrency machines. Currently, the balance of $36,067,776, as of December 31, 2021, represents open contracts with a vendor that have future completion dates scheduled for 2022. Depreciation and Amortization Depreciation and amortization charged to operations was $7,607,721 and $558,630 for the years ended December 31, 2021 and 2020 respectively. |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT Long-term debt consisted of the following as of: December 31, 2021 December 31, $66,076 loan, with interest at 5.55%, due July 2021. $ 3,054 $ 16,440 $75,000 loan, with interest at 12.67%, due April 2021. 7,312 14,934 $142,000 loan, with interest at 11.21%, due April 2021. — 18,056 $70,000 loan, with interest at 11.92%, due April 2021. — 8,974 $499,520 loan, with interest at 2.49% due December 2023. 232,337 333,599 $499,895 loan, with interest at 2.95% due July 2023. 246,720 371,490 $212,675 loan, with interest at 6.75% due October 2022. 103,857 168,397 $517,465 loan, with interest at 4.78% due October 2024. 490,600 — $431,825 loan, with interest at 7.60% due April 2024. 204,833 — financing agreement for insurance with interest at 3.45% due July 2022. 4,299,721 — $40,000,000 loan, with interest at 10.00% due June 2023. 30,734,045 [A] — $10,641,362 loan, with interest at 10.00% due June 2023. 8,176,302 [B] — $14,077,800 loan, with interest at 10.00% due June 2023. 10,816,694 [C] — $17,984,000 maximum advance loan, interest at 9.99% due December 2023. Balance is what has been advanced as of December 31, 2021. 10,790,400 [D] — $17,984,000 maximum advance loan, with interest at 9.99% due December 2023. Balance is what has been advanced as of December 31, 2021. 7,769,088 [E] — $17,984,000 maximum advance loan, 2022 with interest at 9.99% due December 2023. Balance is what has been advanced as of December 31, 2021. — [F] — 73,874,963 931,890 Less current portions, deferred costs, & discounts Outstanding loans 50,099,372 449,447 Deferred debt issuance costs 2,854,787 — Discounts from issuance of stock 1,042,416 — Discounts from issuance of warrants 1,499,547 — $ 18,378,841 $ 482,443 [A] The WhiteHawk Promissory Note has a term of 24 months. Refer to Note 14 – Stock Issued Under Financing Agreements and Warrants for further discussions. On December 31, 2021, the Company amended the WhiteHawk Financing Agreement (the “WhiteHawk Amendment”) to extend the final MinerVa delivery date from December 31, 2021 to April 30, 2022. Pursuant to the WhiteHawk Amendment, Equipment paid an amendment fee in the amount of $250,000 to WhiteHawk. These fees are included in deferred debt issuance costs. [B] Arctos/NYDIG Financing Agreement [loan #1] with a term of 24. Refer to Note 14 - Stock Issued Under Financing Agreements and Warrants for further discussions. Refer to Note 32 - Subsequent Events for details of the amendment to this agreement. [C] Arctos/NYDIG Financing Agreement [loan #2] with a term of 24. Refer to Note 14 - Stock Issued Under Financing Agreements and Warrants for further discussions. Refer to Note 32 - Subsequent Events for details of the amendment to this agreement. [D] NYDIG ABL Master Equipment Finance Agreement with a term of 24. Deferred debt issuance costs of $449,600 are amortized over the term of the loan using the straight-line method. Refer to Note 32 - Subsequent Events for further advances after December 31, 2021. [E] NYDIG ABL Master Equipment Finance Agreement with a term of 24. Deferred debt issuance costs of $449,600 are amortized over the term of the loan using the straight-line method. Refer to Note 32 - Subsequent Events for further advances after December 31, 2021. [F] NYDIG ABL Master Equipment Finance Agreement with a term of 24. Deferred debt issuance costs of $449,600 are amortized over the term of the loan using the straight-line method. Refer to Note 32 - Subsequent Events for further advances after December 31, 2021. Future scheduled maturities on the outstanding borrowings for each of the next three years as of December 31, 2021 are as follows: Years ending December 31: 2022 $ 51,777,764 2023 21,955,328 2024 141,871 $ 73,874,963 On March 16, 2021, the Company received a round two Paycheck Protection Program ("PPP") loan in the amount of $841,670 that accrues an interest of 1% per year; and matures on the fifth anniversary of the date of the note. As of December 31, 2021, the Company is in process of seeking forgiveness of the PPP loan. In January 2021, the Company was granted relief as forgiveness for the round one PPP loan in the amount of $638,800. On June 8, 2021, the Company repaid the Economic Injury Disaster Loan (“EIDL”), received on March 31, 2020, in the amount of $150,000. This loan, plus accrued interest, was outstanding as of December 31, 2020. Effective October 21, 2021, the Company entered into a director and officer insurance policy with annual premiums totaling $6.9 million. The Company has executed a Commercial Premium Finance Agreement with AFCO Premium Credit LLC over a term of nine months, with an annual interest rate of 3.454%, that finances the payment of the total premiums owed. The agreement requires a $1.4 million down payment, with the remaining $5.5 million plus interest paid over nine months. Monthly payments of $621.3 thousand start November 21, 2021 and end July 21, 2022. As of December 31, 2021, the unpaid balance is $4.3 million. |
CONCENTRATIONS
CONCENTRATIONS | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | CONCENTRATIONS Credit risk is the risk of loss the Company would incur if counterparties fail to perform their contractual obligations (including accounts receivable). The Company primarily conducts business with counterparties in the crypto mining and energy industry. This concentration of counterparties may impact the Company’s overall exposure to credit risk, either positively or negatively, in that its counterparties may be similarly affected by changes in economic, regulatory or other conditions. The Company mitigates potential credit losses by dealing, where practical, with counterparties that are rated at investment grade by a major credit agency or have a history of reliable performance within the crypto mining and energy industry. Financial instruments which potentially expose the Company to concentrations of credit risk consist primarily of cash and accounts receivable. Cash and cash equivalents customarily exceed federally insured limits. The Company’s significant credit risk is primarily concentrated with DEBM, which amounted to approximately 100% of the Company’s energy revenues for the years ended December 31, 2021 and 2020. DEBM accounted for 100% and 14% of the Company’s accounts receivable balance as of December 31, 2021 and 2020, respectively. For the year ended December 31, 2021 and 2020, the Company purchased 30% and 63% of coal from two related parties, respectively. See Note 9- Related-Party Transactions for further information. The Company has entered into various Master Equipment Financing Agreements that have future delivery and installation timeframes for approximately 43,580 miners. There can exist a risk of not achieving the expected delivery timelines as well as the timeliness of generating guaranteed targeted terahash by each miner. This risk is not quantifiable at this time. See Note 8 – Commitments and Contingencies for further information. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Commitments: Equipment Agreements As discussed in Note 4 - Equipment Deposits, the Company has entered into various equipment contracts to purchase miners. Most of these contracts require a percentage of deposits upfront and subsequent future payments to cover the contracted purchase price of the equipment. Details of each agreement are summarized below. MinerVa Semiconductor Corp On April 2, 2021, the Company entered into a purchase agreement with MinerVa Semiconductor Corp (“MinerVa”) for the acquisition of 15,000 of their MV7 ASIC SHA256 model cryptocurrency miner equipment (miners) with a total terahash to be delivered equal to 1.5 million terahash (total terahash) (the "MinerVa Purchase Agreement"). The price per miner is $4,892.50 for an aggregate purchase price of $73,387,500 to be paid in installments. On December 21, 2021, MinerVa issued a refund of $3,999,980 that is applied against the original purchase price; thus reducing the total purchase price to $69,387,550 (reference Note 4 - Equipment Deposits). The first installment equal to 60% of the purchase price, or $44,032,500, was paid on April 2, 2021, and an additional payment of 20% of the purchase price, or $14,677,500, was paid June 2, 2021. As of December 31, 2021, there are no remaining deposits owed. In December 2021, we extended the deadline for delivery of the MinerVa miners to April 2022. In March 2022, MinerVa was again unable to meet its delivery date and has only delivered approximately 3,200 of the 15,000 miners. As a result, we may write off some or all of the approximately 12,000 undelivered MinerVa miners. We do not know when the remaining MinerVa miners will be delivered, if at all. Refer to Note 30 - Covenants that describe covenants referencing the anticipated final delivery timeframe of April 2022. The aggregate purchase price does not include shipping costs, which are the responsibility of the Company and shall be determined at which time the miners are ready for shipment. Nowlit Solutions Corp The Company entered into a hardware purchase and sales agreement with Nowlit Solutions Corp effective April 1, 2021. Hardware includes, but is not limited to, ASIC Miners, power supply units, power distribution units and replacement fans for ASIC Miners. All hardware must be paid for in advance before being shipped to the Company. The Company made payments to this party totaling $5,657,432 in April 2021 and costs have been capitalized and reported as property and equipment. As of December 31, 2021, there are no outstanding commitments owed to this vendor. The Company paid for two separate purchases of miners from Nowlit Solutions Corp. The first purchase payment was made on November 23, 2021, in the amount of $1,605,360 for 190 miners. The second purchase payment was made on November 26, 2021, in the amount of $2,486,730 for an additional 295 miners. Cryptech Solutions The Company entered into a hardware purchase and sales agreement with Cryptech effective April 1, 2021. Hardware includes, but is not limited to ASIC Miners, power supply units, power distribution units and replacement fans for ASIC Miners. Total purchase price is $12,660,000 for 2,400 BitmainS19j miners to be delivered monthly in equal quantities (200 per month) from November 2021 through October 2022. All hardware must be paid for in advance before being shipped to the Company. The Company made a 30% down payment of $3,798,000 on April 1, 2021 with the remaining 70% or $8,862,000 agreed to be paid in 17 installments. There have been eight installments totaling $3,270,500 paid before December 31, 2021, with the outstanding amount still owed under this agreement of $5,591,500 as of December 31, 2021. Representing nine installments remaining through September 2022: Remaining Purchase Price $ 12,660,000 April 2021 - 30% $ (3,798,000) # Date After down payment $ 8,862,000 1 05/01/21 $ (211,000) $ 8,651,000 3 06/01/21 $ (211,000) $ 8,440,000 4 07/01/21 $ (211,000) $ 8,229,000 5 08/01/21 $ (211,000) $ 8,018,000 6 09/01/21 $ (211,000) $ 7,807,000 7 10/01/21 $ (738,500) $ 7,068,500 8 11/01/21 $ (738,500) $ 6,330,000 9 12/01/21 $ (738,500) $ 5,591,500 10 01/01/22 $ (738,500) $ 4,853,000 11 02/01/22 $ (738,500) $ 4,114,500 12 03/01/22 $ (738,500) $ 3,376,000 13 04/01/22 $ (738,500) $ 2,637,500 14 05/01/22 $ (527,500) $ 2,110,000 15 06/01/22 $ (527,500) $ 1,582,500 16 07/01/22 $ (527,500) $ 1,055,000 17 08/01/22 $ (527,500) $ 527,500 18 09/01/22 $ (527,500) $ — On December 7, 2021, the Company entered into a Hardware Purchase and Sales Agreement (the “Cryptech Purchase Agreement”) with Cryptech Solutions, Inc to acquire 1,000 Bitmain S19a miners (the “Cryptech Miners”) with a hash rate of 96 TH/s for a total purchase price of $8,592,000. Pursuant to the Cryptech Purchase Agreement, all hardware will be paid for in advance of being shipped to the Company. Bitmain Technologies Limited On October 28, 2021, the Company entered into the first of two Non-Fixed Price Sales and Purchase Agreements with Bitmain Technologies Limited ("Bitmain"). The first agreement covers six batches of 2,000 miners, or 12,000 in total, arriving on a monthly basis from April through September 2022. Each batch has an assigned purchase price that totals to $75,000,000, to be paid in three installments of 25%, 35% and 40% over the six-month delivery period. On October 29, 2021, the Company made a $23,300,000 payment comprised of the 25% installment payment plus 35% of the April 2022 batch of 2,000 miners that have an assigned purchase price of $13,000,000. On November 18, 2021, the Company made an additional payment of 35% or $4,550,000 towards the April 2022 batch of miners. On November 16, 2021, the Company entered into the second Non-Fixed Price Sales and Purchase Agreement with Bitmain. This second agreement covers six batches of 300 miners, or 1,800 in total, arriving on a monthly basis from July 2022 through December 2022. Each batch has an assigned purchase price that totals $19,350,000, to be paid in three installments of 35%, 35%, and 30% of the total purchase price over the six-month delivery period. Per the second Non-Fixed Price Sales and Purchase Agreement, on November 18, 2021, the Company paid the first installment payment of 35% or $6,835,000. Luxor Technology Corporation The Company paid for three separate purchases of miners from Luxor Technology Corporation ("Luxor"). The first purchase payment was made on November 26, 2021, in the amount of $4,312,650 for 770 miners. The second and third purchase payments were made on November 29, 2021, in the amounts of $5,357,300 and $3,633,500, respectively, for an additional 750 and 500 miners. On November 30, 2021, the Company entered into a fourth purchase agreement with Luxor to acquire 400 Antminer T19 miners with a hash rate of 84 TH/s and 400 Antminer T19 miners with a hash rate of 88 TH/s for a total purchase price of $6,260,800. Northern Data On December 10, 2021 the Company entered into a Hardware Purchase and Sale Agreement (the “First Supplier Purchase Agreement”) to acquire 3,000 MicroBT WhatsMiner M30S miners (the “M30S Miners”) with a hash rate per unit of 87 TH/s. Pursuant to the First Supplier Purchase Agreement, the unit price per M30S Miner is $6,960 for a cumulative purchase price of $20,880,000 that was paid in full within five business days of the execution of the First Supplier Purchase Agreement. On December 16, 2021, the Company entered into a Second Hardware Purchase and Sale Agreement (the “Second Supplier Purchase Agreement") to acquire a cumulative amount of approximately 4,280 M30S Miners and MicroBT WhatsMiner M30S+ miners with a hash rate per unit of 100 TH/s (the “M30S+ Miners”). Pursuant to the Second Supplier Purchase Agreement, the unit price per M30S Miner is $2,714 and the unit price per M30S+ Miner is $3,520 for a cumulative purchase price of $11,340,373. NYDIG ABL LLC On December 15, 2021, the Company entered into a Master Equipment Finance Agreement (the “Second NYDIG Financing Agreement”) with NYDIG ABL LLC (“NYDIG”) whereby NYDIG agreed to lend the Company up to $53,952,000 to finance the purchase of certain Bitcoin miners and related equipment (the “Second NYDIG-Financed Equipment”). Outstanding borrowings under the Second NYDIG Financing Agreement are secured by the Second NYDIG-Financed Equipment, contracts to acquire Second NYDIG-Financed Equipment, and the Bitcoin mined by the Second NYDIG-Financed Equipment. The Second NYDIG Financing Agreement includes customary restrictions on additional liens on the NYDIG-Financed Equipment. The Second NYDIG Financing Agreement may not be terminated by the Company or prepaid in whole or in part. Refer to Note 6 - Long Term Debt for further details. Contingencies: Legal Proceedings The Company experiences routine litigation in the normal course of business. Management is of the opinion that none of this routine litigation will have a material adverse effect on the Company’s reported financial position or results of operations. McClymonds Supply & Transit Company, Inc. and DTA, L.P. vs. Scrubgrass Generating Company, L.P. On January 31, 2020, McClymonds Supply and Transit Company, Inc. (“McClymonds”) made a Demand for Arbitration, as required by the terms of the Transportation Agreement between it and the Company dated April 8, 2013 (the “Agreement”). In its demand, McClymonds alleged damages in the amount of $5,042,350 for failure to pay McClymonds for services. On February 18, 2020, the Company submitted its answering statement denying the claim of McClymonds in its entirety. On March 31, 2020, the Company submitted its counterclaim against McClymonds in the amount of $6,747,328 as the result of McClymonds’ failure to deliver fuel as required under the terms of the Agreement. Hearings were held from January 31, 2022 through February 3, 2022. Proposed findings of fact and conclusions of law were submitted and a decision will be rendered. Management believes that this litigation is unlikely to have a material adverse effect on the Company's consolidated financial position or results of operations. Allegheny Mineral Corporation v. Scrubgrass Generating Company, L.P., Butler County Court of Common Pleas, No. AD 19-11039 In November 2019, Allegheny Mineral filed suit against the Company seeking payment of approximately $1,200,000 in outstanding invoices. In response, the Company filed counterclaims against Allegheny Mineral asserting breach of contract, breach of express and implied warranties, and fraud in the amount of $1,300,000. The case was unsuccessfully mediated in August 2020. At this time, there is a discovery deadline currently scheduled for June 30, 2022. Management believes that this litigation is unlikely to have a material adverse effect on the Company's consolidated financial position or results of operations. PJM Notice of Breach On November 19, 2021, Scrubgrass received a notice of breach from PJM Interconnection, LLC alleging that Scrubgrass breached Interconnection Service Agreement – No. 1795 (the “ISA”) by failing to provide advance notice to PJM Interconnection, LLC and Mid-Atlantic Interstate Transmission, LLC (“MAIT”) pursuant to ISA, Appendix 2, section 3, of modifications made to the Scrubgrass Plant. On December 16, 2021, Scrubgrass responded to the notice of breach and respectfully disagreed that the ISA had been breached. On January 7, 2022, Scrubgrass participated in a hearing with |
RELATED-PARTY TRANSACTIONS
RELATED-PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED-PARTY TRANSACTIONS | RELATED-PARTY TRANSACTIONS Waste Coal Agreement The Company is obligated under a Waste Coal Agreement (the “WCA”) to take minimum annual delivery of 200,000 tons of waste coal as long as there is a sufficient quantity of waste coal that meets the Average Quality Characteristics (as defined in the WCA). Under the terms of the WCA, the Company is not charged for the waste coal itself but is charged a $6.07 per ton base handling fee as it is obligated to mine, process, load and otherwise handle the waste coal for itself and also for other customers of Coal Valley Sales, LLC (“CVS”) from the Russellton site specifically. The Company is also obligated to unload and properly dispose of ash at the Russellton site. A reduced handling fee is charged at $1.00 per ton for any tons in excess of the minimum take of 200,000 tons. The Company is the designated operator at the Russellton site and therefore is responsible for complying with all state and federal requirements and regulations. In December 2020, the Company notified CVS by letter that it intends to restart operations at Russellton during the first quarter of 2021. The Company a ramp-up of tons and payments at $25,000 a month until the economics of the plant steady and return to the minimum take per the contract. Subsequent to March 31, 2021, the Company has resumed the semi-monthly minimum payments of approximately $51,000 per the WCA. The Company purchased coal from Coal Valley Properties, LLC, a single-member LLC which is entirely owned by one individual that has ownership in Q Power, and from CVS. CVS is a single-member LLC which is owned by a coal reclamation partnership of which an owner of Q Power has a direct and an indirect interest in the partnership of 16.26%. For the year ended December 31, 2021, the Company expensed approximately $303,500, which is included in fuel expense in the accompanying statement of operations. The Company owed CVS approximately $134,452 as of December 31, 2021, which is included in Due to Related Parties. Fuel Service and Beneficial Use Agreement The Company has a Fuel Service and Beneficial Use Agreement (“FBUA”) with Northampton Fuel Supply Company, Inc. (“NFS”), a wholly-owned subsidiary of Olympus Power. The Company buys fuel from and sends ash to NFS, for the mutual benefit of both facilities, under the terms and rates established in the FBUA. The FBUA expires December 31, 2023. For the year December 31, 2021, the Company expensed approximately $163,412, which is included in fuel expense in the accompanying statement of operations. The Company owed NFS approximately $321,738 as of December 31, 2021, which is included in Due to Related Parties. Fuel purchases under these agreements for the years ended December 31, 2021 and December 31, 2020 are as follows: December 31, 2021 December 31, 2020 Coal Purchases: Northampton Fuel Supply Company, Inc. $ 163,412 $ — Coal Valley Sales, LLC 934,916 — TOTALS $ 1,098,328 $ — Fuel Management Agreement Effective August 1, 2012, the Company entered into the Fuel Management Agreement (the “Fuel Agreement”) with Panther Creek Fuel Services LLC, a wholly-owned subsidiary of Olympus Services LLC, which in turn, is a wholly-owned subsidiary of Olympus Power LLC. Under the Fuel Agreement, Panther Creek Fuel Services LLC provides the Company with operations and maintenance services with respect to the Facility. The Company reimburses Panther Creek Energy Services LLC for actual wages and salaries. The amount expensed for the year December 31, 2021, was $303,500, of which $47,967 was included in Due to Related Parties. O&M Agreements Olympus Power LLC On November 2, 2021, Stronghold LLC entered into an Operations, Maintenance and Ancillary Services Agreement (the “Omnibus Services Agreement”) with Olympus Stronghold Services, LLC (“Olympus Stronghold Services”), whereby Olympus Stronghold Services will provide certain operations and maintenance services to Stronghold LLC, as well as employ certain personnel to operate the Panther Creek Plant and the Scrubgrass Plant. Stronghold LLC will reimburse Olympus Stronghold Services for those costs incurred by Olympus Stronghold Services and approved by Stronghold LLC in the course of providing services under the Omnibus Services Agreement, including payroll and benefits costs and insurance costs. The material costs incurred by Olympus Stronghold Services shall be approved by Stronghold LLC. Stronghold LLC will also pay Olympus Stronghold Services a management fee at the rate of $1,000,000 per year, payable monthly, and an additional one-time mobilization fee of $150,000 upon the effective date of the Omnibus Services Agreement. The amount expensed in December 31, 2021 was $129,735 (excluding the one time mobilization fee of $150,000 that has been deferred until 2022 for payment). Panther Creek Energy Services LLC Effective August 2, 2021, the Company entered into the Operations and Maintenance Agreement (the “O&M Agreement”) with Panther Creek Energy Services LLC, a wholly-owned subsidiary of Olympus Services LLC, which in turn, is a wholly-owned subsidiary of Olympus Power LLC. Under the O&M Agreement, Panther Creek Energy Services LLC provides the Company with operations and maintenance services with respect to the Facility. The Company reimburses Panther Creek Energy Services LLC for actual wages and salaries. The Company also pays a management fee of $175,000 per operating year, which is payable monthly and is adjusted by the consumer price index on each anniversary date of the effective date. The amount expensed for the year ended December 31, 2021 was $1,027,860 of which $94,434 was included in Due to Related Parties. In connection with the Equity Contribution Agreement entered into on July 9, 2021, the Company entered into the Amended and Restated Operations and Maintenance Agreement (the “Amended O&M Agreement”) with Panther Creek Energy Services LLC. Under the Amended O&M Agreement, the management fee is $250,000 for the twelve-month period following the effective date and $325,000 per year thereafter. The effective date of the Amended O&M Agreement is the closing date of the Equity Contribution Agreement. Management Services Agreement On May 10, 2021, a new management and advisory agreement was entered into between Q Power and William Spence (the "Spence Agreement"). In consideration of consultant’s performance of the services thereunder, Q Power will pay Mr. Spence a fee at the rate of $50,000 per complete calendar month (pro-rated for partial months) that Mr. Spence provides services thereunder, payable in arrears. The previous agreement requiring monthly payments of $25,000 was terminated. Q Power will not be liable for any other payments to Mr. Spence including, but not limited to, any cost or expenses incurred by Mr. Spence in the course of performing his obligations thereunder. The Company has made total payments under the Spence Agreement of $600,000 for the year ended December 31, 2021. In September 2021, the Company repaid $2,093,018, plus accrued interest, in related party notes with Greg Beard and William Spence. Amounts due to related parties as of December 31, 2021 and 2020: December 31, 2021 December 31, 2020 Payables: Coal Valley Properties, LLC $ 134,452 $ 188,338 Q Power LLC 500,000 510,000 Coal Valley Sales, LLC 202,334 — Panther Creek Energy Services 94,434 Panther Creek Fuel Services 47,967 Northampton Generating Co LP 321,738 Olympus Services LLC 129,735 TOTALS $ 1,430,660 $ 698,338 The Company paid $69,000 to Beard Aviation LLC for various company-related business trips for the year ended December 31, 2021. Beard Aviation LLC is owned by Greg Beard, the Chief Executive Officer (“CEO”) of the Company. |
PAYCHECK PROTECTION PROGRAM LOA
PAYCHECK PROTECTION PROGRAM LOAN, ECONOMIC INJURY DISASTER LOAN | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
PAYCHECK PROTECTION PROGRAM LOAN, ECONOMIC INJURY DISASTER LOAN | LONG-TERM DEBT Long-term debt consisted of the following as of: December 31, 2021 December 31, $66,076 loan, with interest at 5.55%, due July 2021. $ 3,054 $ 16,440 $75,000 loan, with interest at 12.67%, due April 2021. 7,312 14,934 $142,000 loan, with interest at 11.21%, due April 2021. — 18,056 $70,000 loan, with interest at 11.92%, due April 2021. — 8,974 $499,520 loan, with interest at 2.49% due December 2023. 232,337 333,599 $499,895 loan, with interest at 2.95% due July 2023. 246,720 371,490 $212,675 loan, with interest at 6.75% due October 2022. 103,857 168,397 $517,465 loan, with interest at 4.78% due October 2024. 490,600 — $431,825 loan, with interest at 7.60% due April 2024. 204,833 — financing agreement for insurance with interest at 3.45% due July 2022. 4,299,721 — $40,000,000 loan, with interest at 10.00% due June 2023. 30,734,045 [A] — $10,641,362 loan, with interest at 10.00% due June 2023. 8,176,302 [B] — $14,077,800 loan, with interest at 10.00% due June 2023. 10,816,694 [C] — $17,984,000 maximum advance loan, interest at 9.99% due December 2023. Balance is what has been advanced as of December 31, 2021. 10,790,400 [D] — $17,984,000 maximum advance loan, with interest at 9.99% due December 2023. Balance is what has been advanced as of December 31, 2021. 7,769,088 [E] — $17,984,000 maximum advance loan, 2022 with interest at 9.99% due December 2023. Balance is what has been advanced as of December 31, 2021. — [F] — 73,874,963 931,890 Less current portions, deferred costs, & discounts Outstanding loans 50,099,372 449,447 Deferred debt issuance costs 2,854,787 — Discounts from issuance of stock 1,042,416 — Discounts from issuance of warrants 1,499,547 — $ 18,378,841 $ 482,443 [A] The WhiteHawk Promissory Note has a term of 24 months. Refer to Note 14 – Stock Issued Under Financing Agreements and Warrants for further discussions. On December 31, 2021, the Company amended the WhiteHawk Financing Agreement (the “WhiteHawk Amendment”) to extend the final MinerVa delivery date from December 31, 2021 to April 30, 2022. Pursuant to the WhiteHawk Amendment, Equipment paid an amendment fee in the amount of $250,000 to WhiteHawk. These fees are included in deferred debt issuance costs. [B] Arctos/NYDIG Financing Agreement [loan #1] with a term of 24. Refer to Note 14 - Stock Issued Under Financing Agreements and Warrants for further discussions. Refer to Note 32 - Subsequent Events for details of the amendment to this agreement. [C] Arctos/NYDIG Financing Agreement [loan #2] with a term of 24. Refer to Note 14 - Stock Issued Under Financing Agreements and Warrants for further discussions. Refer to Note 32 - Subsequent Events for details of the amendment to this agreement. [D] NYDIG ABL Master Equipment Finance Agreement with a term of 24. Deferred debt issuance costs of $449,600 are amortized over the term of the loan using the straight-line method. Refer to Note 32 - Subsequent Events for further advances after December 31, 2021. [E] NYDIG ABL Master Equipment Finance Agreement with a term of 24. Deferred debt issuance costs of $449,600 are amortized over the term of the loan using the straight-line method. Refer to Note 32 - Subsequent Events for further advances after December 31, 2021. [F] NYDIG ABL Master Equipment Finance Agreement with a term of 24. Deferred debt issuance costs of $449,600 are amortized over the term of the loan using the straight-line method. Refer to Note 32 - Subsequent Events for further advances after December 31, 2021. Future scheduled maturities on the outstanding borrowings for each of the next three years as of December 31, 2021 are as follows: Years ending December 31: 2022 $ 51,777,764 2023 21,955,328 2024 141,871 $ 73,874,963 On March 16, 2021, the Company received a round two Paycheck Protection Program ("PPP") loan in the amount of $841,670 that accrues an interest of 1% per year; and matures on the fifth anniversary of the date of the note. As of December 31, 2021, the Company is in process of seeking forgiveness of the PPP loan. In January 2021, the Company was granted relief as forgiveness for the round one PPP loan in the amount of $638,800. On June 8, 2021, the Company repaid the Economic Injury Disaster Loan (“EIDL”), received on March 31, 2020, in the amount of $150,000. This loan, plus accrued interest, was outstanding as of December 31, 2020. Effective October 21, 2021, the Company entered into a director and officer insurance policy with annual premiums totaling $6.9 million. The Company has executed a Commercial Premium Finance Agreement with AFCO Premium Credit LLC over a term of nine months, with an annual interest rate of 3.454%, that finances the payment of the total premiums owed. The agreement requires a $1.4 million down payment, with the remaining $5.5 million plus interest paid over nine months. Monthly payments of $621.3 thousand start November 21, 2021 and end July 21, 2022. As of December 31, 2021, the unpaid balance is $4.3 million. |
COVID-19
COVID-19 | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
COVID-19 | COVID-19The full impact of the coronavirus (“COVID-19”) outbreak continues to evolve as of the date of this report. As such, it is uncertain as to the full magnitude that the pandemic will have on the Company’s financial condition, liquidity, and future results of operations. Management is actively monitoring the global situation on its financial condition, liquidity, operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the future effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity. |
SEGMENT REPORTING
SEGMENT REPORTING | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | SEGMENT REPORTINGOperating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly in deciding how to allocate resources and in assessing performance. Our CEO is the primary decision-maker. The Company functions in two operating segments about which separate financial information is available as follows: Reportable segment results for the years ended are as follows: December 31, 2021 December 31, 2020 Operating Revenues Energy Operations $ 16,123,067 $ 3,526,515 Cryptocurrency Operations 14,792,070 591,869 Total Operating Revenues $ 30,915,137 $ 4,118,384 Net Operating Income/(Loss) Energy Operations $ (17,284,859) $ (2,454,197) Cryptocurrency Operations (4,917,216) 48,960 Net Operating Loss $ (22,202,075) $ (2,405,237) Other Income, net (a) (5,053,254) 2,260,243 Net Loss $ (27,255,329) $ (144,994) Depreciation and Amortization Energy Operations $ (1,305,402) $ (558,630) Cryptocurrency Operations (6,302,319) — Total Depreciation & Amortization $ (7,607,721) $ (558,630) Interest Expense Energy Operations $ (80,866) $ (205,480) Cryptocurrency Operations (4,541,789) — Total Interest Expense $ (4,622,655) $ (205,480) (a) The Company does not allocate other income, net for segment reporting purposes. Amount is shown as a reconciling item between net operating income/(losses) and consolidated income before taxes. Refer to consolidated statement of operations for the years ended December 31, 2021 and 2020 for further details. Assets, at December 31, 2021, by energy operations and cryptocurrency operations totaled $15,714,151 and $338,907,119, respectively. Assets at December 31, 2020 related to cryptocurrency operations were not significant. Energy Operations Cryptocurrency Total Cash $ 714,019 $ 31,076,096 $ 31,790,115 Cryptocurrencies — 10,417,865 10,417,865 Accounts receivable 256,103 1,855,752 2,111,855 Prepaid Insurance 3,150,851 3,150,851 6,301,701 Inventory 3,372,254 — 3,372,254 Other current assets — 661,640 661,640 Security Deposits 348,888 — 348,888 Equipment Deposits — 130,999,398 130,999,398 Property, plant and equipment, net 5,911,638 160,745,517 166,657,155 Land 1,748,440 — 1,748,440 Bonds 211,958 — 211,958 $ 15,714,151 $ 338,907,119 $ 354,621,269 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATIONOn October 19, 2021, the board of directors of the Company (the "Board") and the stockholders of the Company approved a new long-term incentive plan (the “New LTIP”) for employees, consultants and directors. The New LTIP provides for the grant of options (including incentive stock options and non-qualified stock options), stock appreciation rights, RSUs, dividend equivalents, other stock-based awards, and substitute awards intended to align the interests of service providers, including our named executive officers, with those of our stockholders. Pursuant to the New LTIP, the remaining shares of Class A common stock under the LTIP that was effective April 28, 2021, that were reserved and available for delivery, were assumed and reserved for issuance under the New LTIP. In addition, the New LTIP raised the aggregate number of shares of common stock that may be issued or used for reference purposes or with respect to which awards may be granted under the plan to not exceed 4,752,000 shares. As of the effective date of the New LTIP, the Company now grants all equity-based awards under the New LTIP. The Board is duly authorized to administer the New LTIP. The Company accounts for share-based payment awards exchanged for services at the estimated grant date fair value of the award. Stock options issued under the Company’s New LTIP are granted with an exercise price no less than the market price of the Company’s stock at the date of grant and expire up to ten years from the date of the grant. The Company accounts for share-based payment awards exchanged for services at the estimated grant date fair value of the award. Stock options issued under the LTIP were granted with an exercise price equal to the fair market value of the Company’s stock, as determined with reference to third-party valuations as of the date of option grants, and expire up to ten years from the date of grant. Options granted under the New LTIP and the LTIP vest over various terms. The RSUs are subject to restrictions on transferability, risk of forfeiture and other restrictions imposed by the Compensation Committee of the Board (the "Committee"). Settlement of vested RSUs will occur upon vesting or upon expiration of the deferral period specified for such RSUs by the Committee (or, if permitted by the Committee, as elected by the Participant). RSUs may be settled in cash or a number of shares of stock (or a combination of the two), as determined by the Committee at the date of grant or thereafter. As of December 31, 2021, 60,737 RSUs were awarded to six employees with a grant date fair market value of $11.10 that vest over 10 years. Stock-Based Compensation Stock compensation expense was $4,015,324 and $0 for the years ended December 31, 2021 and 2020; respectively. There is no tax benefit related to stock compensation expense due to a full valuation allowance on net deferred tax assets at December 31, 2021. The Company recognized total stock-based compensation expense during the years ended December 31, 2021 and 2020, from the following categories: December 31, 2021 December 31, 2020 Restricted stock awards under the Plan 172,800 — Stock option awards under the Plan 3,842,524 — Total stock-based compensation $ 4,015,324 $ — Incentive Plan Stock Options The following are the weighted average assumptions used in calculating the fair value of the total stock options granted in 2021 using the Black-Scholes method. December 31, 2021 Weighted-average fair value of options granted $ 7.64 Expected volatility 128.14 % Expected life (in years) 5.77 Risk-free interest rate 0.93 % Expected dividend yield 0.00 % Expected Volatility - The Company estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies as the Company does not currently have sufficient history for the volatility of its own stock. Expected Term - The expected term of options represents the period that the Company’s stock-based awards are expected to be outstanding based on the simplified method, which is the half-life from vesting to the end of its contractual term. Risk-Free Interest Rate - The Company bases the risk-free interest rate on the implied yield available on U.S. Treasury zero-coupon issues with an equivalent remaining term. Expected Dividend - The Company has never declared or paid any cash dividends on its common shares and does not plan to pay cash dividends in the foreseeable future, and, therefore, uses an expected dividend yield of zero in its valuation models. The Company elected to account for forfeited awards as they occur, as permitted by Accounting Standards Update 2016-09. As of December 31, 2021, the total future compensation expense related to non-vested options not yet recognized in the consolidated statement of operations was approximately $21,984,773 and the weighted-average period over which these awards expected to be recognized is 2.51 years. There were no outstanding shares as of December 31, 2020. The following table summarizes the stock option activity (as adjusted) under the plans for the year ended December 31, 2021: Number of Shares Weighted- Average Exercise Price Weighted- Average Contractual Term Aggregate Intrinsic Value (in thousands) Outstanding at January 1, 2021 — $ — $ — Granted 3,379,083 $ 8.91 9.61 $ — Exercised — $ — $ — Cancelled/forfeited — $ — $ — Outstanding at December 31, 2021 3,379,083 $ 8.91 9.61 $ 30,906 Shares vested and expected to vest 3,379,083 $ 8.91 9.61 $ 30,906 Exercisable as of December 31, 2021 428,827 $ 8.48 9.55 $ 4,107 Exercisable as of December 31, 2020 — $ — $ — RSU Awards A summary of the Company's RSU activity in the years ended December 31, 2021 and 2020 is as follows: Number of Shares Weighted Average Grant-Date Fair Value Unvested at January 1, 2020 — $ — Vested — $ — Granted 60,737 $ 11.10 Forfeited — $ — Unvested at December 31, 2021 60,737 $ 11.10 The value of RSU grants are measured based on their fair market value on the date of grant and amortized over their respective vesting periods. As of December 31, 2021, there were approximately $610,106 of unrecognized compensation cost related to unvested RSU rights, which is expected to be recognized over a remaining weighted-average vesting period of approximately 1.8 years. On October 19, 2021, non-employee members of the Board are eligible to receive cash and equity compensation as set forth in the Non-Employee Director Compensation Policy (this “Policy”). The cash and equity compensation described in the Policy shall be paid or be made, as applicable, to each member of the Board who is not an employee of the Company or any parent or subsidiary of the Company (each, a “Non-Employee Director”) and who may be eligible to receive such cash or equity compensation, unless such Non-Employee Director declines the receipt of such cash or equity compensation by written notice to the Company. This Policy became effective as of the date set forth above (the “Effective Date”) and shall remain in effect until it is revised or rescinded by further action of the Board. The Company did not award any compensation to the non-employee directors during the year ended December 31, 2021. Refer to Note 32 - Subsequent Events that describes formal adoption of this plan after December 31, 2021. In anticipation of the formal adoption of this plan that requires payment of compensation in arrears, the Company has accrued $75,000 in compensation costs as of December 31, 2021 for the periods after October 19, 2021 (the eligibility date of this plan) through December 31, 2021. |
STOCK ISSUED UNDER MASTER FINAN
STOCK ISSUED UNDER MASTER FINANCING AGREEMENTS AND WARRANTS | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
STOCK ISSUED UNDER MASTER FINANCING AGREEMENTS AND WARRANTS | STOCK ISSUED UNDER MASTER FINANCING AGREEMENTS AND WARRANTS Stock Issued as Part of an Equipment Financing Agreement Arctos Credit LLC (NYDIG) On June 25, 2021, the Company entered into a $34,481,700 ("Maximum Advance Amount") master equipment financing agreement with an affiliate of Arctos Credit, LLC (“Arctos,” now known as “NYDIG”) (the “Arctos/NYDIG Financing Agreement”). As part of this agreement, NYDIG was issued a total of 126,274 shares of common stock of Stronghold Inc. The effective date of this issuance was as of the commencement date of the agreement. On July 2, 2021, the Company received two separate loans, against the $34,481,700, totaling $24,157,178 (net of debt issuance fees). The loans each have a maturity date of July 23, 2023, where the full outstanding principal amount of the loans is due and payable. Interest for each of the loans is set at 10% per annum. As of December 31, 2021, the fair value at the date of issuance (i.e.- June 25, 2021) of the 126,274 common shares or $1,389,888 is presented on the balance sheet as debt discounts that offsets the net proceeds of the loans; and is being amortized using the straight-line method over the terms of the loans (refer to Note 6 - Long-Term Debt for further details). For the twelve months ended December 31, 2021, the Company recorded $173,736 of interest expense related to the amortization of these stock issued debt discounts. In addition, the agreement stipulates a "Standby Fee" if, prior to August 15, 2021, the Company has failed to take advances from NYDIG equal to the total agreement amount of $34,481,700. The Standby Fee is calculated as 1.75% times the remaining principal that has not been borrowed; or $10,256,922 as of December 31, 2021. As a result, the Company paid a total Standby Fee of $208,816 during the year ended December 31, 2021. Refer to Note 32 - Subsequent Events for details of an amendment to this agreement. MinerVa Semiconductor Corp On April 2, 2021, the Company entered into a purchase agreement with MinerVa for the acquisition of 15,000 of their MV7 ASIC SHA256 model cryptocurrency miner equipment with a total terahash to be delivered equal to 1.5 million terahash (total terahash). In the exchange for the delivery of the total terahash, MinerVa will be granted 443,848 shares of Stronghold Inc. As of December 31, 2021 approximately 1,000 MinerVa miners had been delivered, but the Company is committed to take delivery of the MinerVa miners if they are delivered in the future. Because the final delivery was not made as of December 31, 2021; the shares have not been deemed issued as of December 31, 2021. Warrants WhiteHawk Finance LLC On June 30, 2021, Equipment LLC entered into a $40,000,000 promissory note (the “WhiteHawk Promissory Note”) with White-Hawk Finance LLC (the “Lender” or “WhiteHawk”). The note has a maturity date of June 23, 2023, where the full outstanding principal amount of the note is due and payable. Interest for the note is set at 10% per annum. On June 30, 2021, Equipment LLC also entered into a Stock Purchase Warrant agreement with the Lender, where Equipment LLC was issued 181,705 warrants to purchase shares of Class A common stock of Equipment LLC to the Lender. The warrants are exercisable by the Lender at any time during a ten-year term at $0.01 per share of common stock. The warrants are legally detachable and can separately be exercised. The fair value for the warrants, as of the issuance date, is $1,999,396 and is recorded as equity with the offset recorded as a debt discount against the net proceeds. The proceeds of $40,000,000 are allocated to the WhiteHawk Promissory Note and the warrants are being amortized based on the straight-line method over the 24 month term of the note. For the year December 31, 2021, the Company has recorded interest expense of $249,925 associated with the amortized debt discount. B. Riley Securities, Inc. On each of April 1, 2021 and May 14, 2021, the Company entered into a warrant agreement with American Stock Transfer & Trust Company (the “Warrant Agent”). B. Riley Securities, Inc. acted as the Company’s placement agent in connection with the Private Placements. In connection therewith, the Company issued B. Riley Securities, Inc. (i) a five- year warrant to purchase up to 97,920 shares of Series A Preferred Stock at a per share exercise price of $8.68 and (ii) a five-year warrant to purchase up to 18,170 shares of Series B Preferred Stock at a per share exercise price of $11.01. In each case the exercise price was equal to the respective private placement per share price. B. Riley Securities, Inc. and its affiliates purchased 439,200 and 91,619 shares of Series A Preferred Stock and Series B Preferred Stock, respectively, at the same private placement per share price. The warrants contain standard limitations and representations and are exercisable for a period of five years from the date of the Private Placements. The warrants are legally detachable and separately exercisable. The accounting for warrants on redeemable shares follows the guidance in ASC 480-10-25-8 through 25-13. Those paragraphs address the classification of instruments, other than an outstanding share, that have both of the following characteristics: • The instrument embodies an obligation to repurchase the issuer’s equity shares, or is indexed to such an obligation. • The instrument requires or may require the issuer to settle the obligation by transferring assets. As of October 22, 2021 (the closing date of the initial public offering of shares of Class A common stock), the purchase redemption rights of the Series A Preferred Stock and Series B Preferred Stock, described above, were extinguished and each of the warrants were transferred to equity with a fair value as of the initial public offering date. Each warrant can now be converted to one share of Class A common stock at par value of $.0001 per share. The final fair value as of October 19, 2021, of each of the warrants, was calculated using the Black-Scholes option-pricing model with the following assumptions: Series A The following are the Black-Scholes input assumptions for the 97,920 Series A warrants; and the changes in fair values as of April 1, 2021 (date of issuance) and October 19, 2021 (final measurement date) respectively: As of Changes in April 1, 2021 October 19, 2021 Expected volatility 100.2 % 117.6 % 17.4 % Expected life (in years) 4.83 4.83 0 Risk-free interest rate 0.9 % 1.2 % 0.3 % Expected dividend yield 0.00 % 0.00 % 0.0 % Fair value $ 631,897 $ 1,628,311 $ 996,414 On April 1, 2021, the Company recorded a liability of $631,897, and as a debt issuance cost against the Preferred Shares. As of December 31, 2021, the fair value of this liability is $0, and the fair value now reclassified as equity, is $1,628,311. For the year ended December 31, 2021, the Company recognized a loss of $996,414 as part of the changes in fair value of warrant liabilities expense. Series B The following are the Black-Scholes input assumptions for the 18,170 Series B warrants, and the changes in fair values as of May 14, 2021 (date of issuance) and October 19, 2021 (final measurement date) respectively: As of Changes in Fair Value Inputs May 14, 2021 October 19, 2021 Expected volatility 100.2 % 117.6 % 17.4 % Expected life (in years) 4.8 4.8 0 Risk-free interest rate 0.9 % 1.2 % 0.3 % Expected dividend yield 0.00 % 0.00 % 0.0 % Fair value $ 148,575 $ 295,970 $ 147,395 On May 14, 2021, the Company recorded a liability of $148,575, and as a debt issuance cost against the Mezzanine Equity. As of December 31, 2021, the fair value of this liability is $0, and the fair value, now reclassified as equity, is $295,970. For the year ended December 31, 2021, the Company recognized a loss of $147,395 as part of the changes in fair value of warrant liabilities expense. Total fair value of the Series A and Series B warrants now shown in equity is $1,924,281. |
REDEEMABLE COMMON STOCK
REDEEMABLE COMMON STOCK | 12 Months Ended |
Dec. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
REDEEMABLE COMMON STOCK | REDEEMABLE COMMON STOCK Private Placements- Mezzanine Equity Series A & B On April 1, 2021 the Company entered into a Series A Preferred Stock Purchase Agreement pursuant to which the Company issued and sold 9,792,000 shares of Series A Preferred Stock in the Series A Private Placement at a price of $8.68 per share to various accredited individuals in reliance upon exemptions from registration pursuant to Section 4(a)(2) of the Securities Act, and Regulation D thereunder for aggregate consideration of approximately $85.0 million. In connection with the Series A Private Placement, the Company incurred approximately $6.3 million in fees and $631,897 as debt issuance costs for warrants issued as part of the Series A Private Placement. Further, pursuant to the Series A Private Placement, the Company, the investors in the Series A Private Placement and key holders entered into a Right of First Refusal Agreement ("ROFR Agreement"). Under the ROFR Agreement, the key holders agreed to grant a right of first refusal to Stronghold Inc. to purchase all or any portion of capital stock of Stronghold Inc., held by a key holder or issued to a key holder after the date of the ROFR Agreement, not including any shares of Series A Preferred Stock or common stock issued or issuable upon conversion of the Series A Preferred Stock. The key holders also granted a right of refusal to the investors in the Series A Private Placement to purchase all or any eligible capital stock not purchased by the Company pursuant to its right of first refusal. The ROFR Agreement also provided certain co-sale rights to investors in the Series A Private Placement to participate in any sale or similar transfer of any shares of common stock owned by a key holder or issued to a key holder after the Series A Private Placement, on the terms and conditions specified in a written notice from a key holder. The investors, however, are not obligated to participate in such sales or similar transfers. The co-sale and rights of first refusal under the ROFR Agreement terminated when the Preferred Stock converted into shares of Class A common stock. On May 14, 2021, the Company completed the Series B Private Placement. The terms of the Series B Preferred Stock were substantially similar to the Series A Preferred Stock, except for differences in the stated value of such shares in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or certain deemed liquidation events. In connection with the Series B Private Placement, the Company sold 1,817,035 shares of its Series B Preferred Stock for an aggregate purchase price of $20.0 million. In connection with the Series B Private Placement, the Company incurred approximately $1.6 million in fees and expenses and $148,575 as debt issuance costs for warrants issued as part of the Series B Private Placement. The Company entered into registration rights agreements with the investors in the Private Placements concurrently with the closing of each Private Placement, with certain filing deadlines as defined in the agreements. On October 22, 2021 (the closing date of the IPO), the net proceeds from the 9,792,000 shares of the Series A Preferred Stock and the 1,816,994 shares of the Series B Preferred Stock were converted to shares of Class A common stock on a one-for-one share basis at a par value of $.0001 per share. As of December 31, 2021, these shares are no longer reported as Redeemable Common Stock. The following is a summary of the Series A and Series B valuations and conversions to common equity: Series A Series B Proceeds $ 85,000,000 $ 20,000,305 Transaction Fees (1) : B. Riley Securities (5,100,000) (1,200,000) Legal and Filing Fees (1,226,990) (408,997) Debt issuance costs pertaining to stock registration warrants - refer to Note 14 (631,897) (148,575) Total net mezzanine equity $ 78,041,113 $ 18,242,733 Conversion to common Class A shares $ (78,041,113) $ (18,242,733) Remaining in net mezzanine equity $ — $ — Common Stock – Class V In connection with the Reorganization on April 1, 2021, Stronghold LLC immediately thereafter distributed the 27,072,000 shares of Class V common stock to Q Power. In addition, effective as of April 1, 2021, Stronghold Inc. acquired 14,400 Stronghold LLC Units held by Q Power (along with an equal number of shares of Class V common stock) in exchange for 14,400 newly issued shares of Class A common stock. Common Stock – Class V represents a 56.1% ownership of Stronghold LLC, granting the original owners of Q Power economic rights and, as a holder, one vote on all matters to be voted on by our stockholders generally, and a redemption right into Class A shares. The Company classifies shares of Class V common stock held by Q Power as mezzanine equity based on its assessment of (i) the right (the “Redemption Right”) to cause Stronghold LLC to acquire all or a portion of its Stronghold LLC Units for, at Stronghold LLC’s election, (x) shares of Stronghold Inc.’s Class A common stock at a redemption ratio of one share of Class A common stock for each Stronghold LLC Unit redeemed, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions or (y) an approximately equivalent amount of cash as determined pursuant to the Stronghold LLC Agreement, and (ii) the right (the “Call Right”), for administrative convenience, to acquire each tendered Stronghold LLC Unit directly from the redeeming Stronghold Unit Holder for, at its election, (x) one share of Class A common stock, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions, or (y) an approximately equivalent amount of cash as determined pursuant to the terms of the Stronghold LLC Agreement pursuant to ASC 480-10-S99-3A. For each share of Class V common stock outstanding, there is a corresponding outstanding Class A common unit of Stronghold LLC. The redemption of any share of Class V common stock would be accompanied by a concurrent redemption of the corresponding Class A common unit of Stronghold LLC, such that both the share of Class V common stock and the corresponding Class A common unit of Stronghold LLC are redeemed as a combined unit in exchange for either a single share of Class A common stock or cash of equivalent value based on the fair market value of the Class A common stock at the time of the redemption. For accounting purposes, the value of the Class A common units of Stronghold LLC is attributed to the corresponding shares of Class V common stock on the balance sheet. Common Stock – Class V is classified as redeemable common stock in the consolidated balance sheet as, pursuant to the Stronghold LLC Agreement, the Redemption Rights of each unit held by Q Power for either shares of Class A common stock or an equivalent amount of cash is not solely within the Company’s control. This is due to the holders of the Class V common stock collectively owning a majority of the voting stock of the Company, which allows the holders of Class V common stock to elect the members of the Board, including those directors that determine whether to make a cash payment upon a Stronghold LLC Unit Holder’s exercise of its Redemption Right. Redeemable common stock is recorded at the greater of the book value or redemption amount from the date of the issuance, April 1, 2021, and the reporting date as of December 31, 2021. The Company recorded redeemable common stock as presented in the table below: Non- controlling Interest(1) Series A Series B Common Class V Preferred Shares Amount Amount Shares Amount Total Balance - December 31, 2020 $ (2,710,323) — $ — $ — — $ — $ (2,710,323) Net loss - January 1 to March 31, 2021 (167,261) — — — — — (167,261) Balance prior to the reorganization on April 1, 2021 (2,877,584) (2,877,584) Effect of reorganizations Exchange of common shares - Class V — — — — 27,072,000 — — Buyout of Aspen Interest — 576,000 58 — — — 58 Converted to Common Class A — (576,000) (58) — — — (58) Issuance of Series A convertible redeemable preferred units — 9,792,000 78,673,010 — — — 78,673,010 Warrants issued as part of stock registrations — — (631,897) — — — (631,897) Conversion of Series A convertible redeemable preferred units to common stock — (9,792,000) (78,041,113) — — — (78,041,113) Exchange of common units for Class A common shares — — — — (14,400) — — Issuance of Series B convertible redeemable preferred units — — — 18,391,308 — 18,391,308 Net losses for the three months ended Warrants issued as part of stock registrations — — — (148,575) — — (148,575) Net losses for the three months ended Conversion of Series B convertible redeemable preferred units to common stock — — — (18,242,733) — — (18,242,733) Net losses for the nine months ended December 31, 2021 (15,157,875) — — — — — (15,157,875) Maximum redemption right valuation 18,035,459 — — — — 301,052,617 319,088,076 Balance- December 31, 2021 $ — — $ — $ — 27,057,600 $ 301,052,617 $ 301,052,617 _______________ 1 Refer to Note 16- Non-controlling Interests for further discussions |
NON-CONTROLLING INTERESTS
NON-CONTROLLING INTERESTS | 12 Months Ended |
Dec. 31, 2021 | |
Noncontrolling Interest [Abstract] | |
NON-CONTROLLING INTERESTS | NON-CONTROLLING INTERESTS Common Stock - Class V The Company is the sole managing member of Stronghold LLC and as a result consolidates the financial results of Stronghold LLC and reports a non-controlling interest representing the Common Units of Stronghold LLC held by Q Power. Changes in the Company’s ownership interest in Stronghold LLC while the Company retains its controlling interest in Stronghold LLC will be accounted for as mezzanine equity transactions. As such, future redemptions or direct exchanges of common units of Stronghold LLC by the Continuing Equity Owners will result in a change in ownership and reduce or increase the amount recorded as non-controlling interest. Refer to Note 15- Redeemable Common Stock - Class V that describes the Redemption Rights of the non-controlling interest. Common Stock – Class V represents 56.1% ownership of Stronghold LLC, granting the owners of Q Power economic rights and, as a holder, one vote on all matters to be voted on by our stockholders generally, and a redemption right into Class A shares. The following summarizes the redeemable common stock adjustments pertaining to the non-controlling interest from April 1, 2021 through December 31, 2021: Temporary Equity Adjustments Balance- April 1, 2021 (1) $ (2,877,584) Net losses for the three months ended June 30, 2021 (2,235,219) Maximum redemption right valuation (2) 172,774,052 Balance- June 30, 2021 $ 167,661,249 Net losses for the three months ended September 30, 2021 (4,328,460) Adjustment of mezzanine equity to redemption amount (3) 79,669,600 Balance- September 30, 2021 $ 243,002,389 Net losses for the three months ended December 31, 2021 (8,594,196) Adjustment of mezzanine equity to redemption amount (4) 66,644,424 Balance- December 31, 2021 $ 301,052,617 1 As of the date of reorganization- refer to Note 1 2 Based on 27,057,600 Common Class V shares outstanding at $6.39 issuance price as of April 1, 2021 3 Based on 27,057,600 Common Class V shares outstanding at $9.33 fair valuation price as of September 30, 2021 4 Based on 27,057,600 Common Class V shares outstanding at $11.79 fair valuation price as of December 31, 2021, using a 10-day variable weighted average price of trading dates; including the closing date Common Units The Company is the sole managing member of Stronghold LLC and as a result consolidates the financial results of Stronghold LLC and reports a non-controlling interest representing the Common Units of Stronghold LLC held by Olympus Power, LLC plus a corresponding number of Class V vote-only shares of common stock in the Company. Olympus Power, LLC can exchange these Common Units along with corresponding shares of Class V common stock, on a one-for-one basis, for shares of Class A common stock. Because of the Class V voting rights, the Company has assessed the exchange right as a “Redemption Right” to cause Stronghold LLC to acquire all or a portion of its Stronghold LLC Units for, at Stronghold LLC’s election, one share of Stronghold Inc.’s Class A common stock at a redemption ratio of one share of Class A common stock for each Stronghold LLC Unit. Common Units represent 2.4% ownership of Stronghold LLC. where the original owners of Olympus Power LLC have economic rights and, as a holder, one vote on all matters to be voted on by our stockholders generally, and a redemption right into Class A shares. Changes in the Company's ownership interest in Stronghold LLC while the Company retains its controlling interest in Stronghold LLC will be accounted for as permanent equity. As such, future redemptions or direct exchanges of common units of Stronghold LLC by the Continuing Equity Owners will result in a change in ownership and reduce or increase the amount recorded as non-controlling interest. The following summarizes the permanent equity adjustments pertaining to the non-controlling interest from November 2, 2021 (date of issuance) through December 31, 2021: Permanent Equity Adjustments Balance- November 2, 2021 (1) $ 38,315,520 Net losses (645,359) Balance- December 31, 2021 $ 37,670,161 1 As of November 2, 2021, the date of issuance. 1,152,000 Series A Preferred units outstanding at $33.26 per public trading share price (Nasdaq closing price) |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | EARNINGS (LOSS) PER SHAREBasic EPS of common stock is computed by dividing the Company’s net earnings (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. The Company excludes the unvested RSUs awarded to its employees, officers, directors, and contractors under the LTIP from this net loss per share calculation because including them would be antidilutive. The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock after the date of the reorganization on April 1, 2021. April 1 to December 31, 2021 Numerator Net Loss (1) $ (27,255,329) Less; net losses attributable to predecessor (1/1-3/31) (238,948) Less; net losses attributable to non-controlling interests $ (15,803,234) Net loss attributable to Class A common shareholders $ (11,213,147) Denominator Weighted average shares of Class A common shares outstanding 5,518,752 Basic net loss per share $ (2.03) __________________ (1) Basic and diluted earnings per share of Class A common stock is presented only for the period after the Company’s Reorganization Transactions. As such, net loss used in the calculation represents the loss during the year ended December 31, 2021 (post-reorganization date of April 1, 2021 through December 31, 2021). Securities that could potentially dilute losses per share in the future that were not included in the computation of diluted loss per share at December 31, 2021 because their inclusion would be anti-dilutive are as follows: December 31, 2021 Series A preferred units not yet exchanged for Common A shares 1,152,000 Class V common shares not yet exchanged for Class A common shares 27,057,600 Total 28,209,600 |
RENEWABLE ENERGY CREDITS
RENEWABLE ENERGY CREDITS | 12 Months Ended |
Dec. 31, 2021 | |
Renewable Energy Credits [Abstract] | |
RENEWABLE ENERGY CREDITS | RENEWABLE ENERGY CREDITS Starting late in 2020 and for the year ended December 31, 2021, the Company significantly increased the use of coal refuse as the plant increased megawatt capacity. The plant was relatively dormant during the comparative periods ended December 31, 2020. As a result, the Company's usage of coal refuse, which is classified as a Tier II Alternative Energy Source under Pennsylvania law, significantly increased. DEBM acts as the benefactor, on behalf of the Company, in the open market and is invoiced as RECs are realized based on this open market measured by consumer demands. The Company records an offset to fuel costs when RECs are sold to third parties. RECs offset against the costs of fuel operating costs were $(1,736,071) and $(35,493) for the years ended December 31, 2021 and 2020 respectively. |
ASPEN INTEREST (_OLYMPUS_) BUYO
ASPEN INTEREST (“OLYMPUS”) BUYOUT | 12 Months Ended |
Dec. 31, 2021 | |
Business Reorganization [Abstract] | |
ASPEN INTEREST (“OLYMPUS”) BUYOUT | ASPEN INTEREST (“OLYMPUS”) BUYOUT On April 1, 2021, the Company, using in part 576,000 shares of newly issued Series A Preferred Stock and in part proceeds from the Series A Private Placement, acquired the Aspen Interest. The total consideration was a combination of the newly issued Series A Preferred Stock valued at the issuance price of $8.68 per share or $5,000,000; plus an additional $2,000,000 in cash. A total of $7,000,000 that is treated as a buyout of the Partners’ Deficits of the Limited Partner (i.e., Aspen Interest) as of April 1, 2021. The Partners’ Deficit of the Aspen Interest as of April 1, 2021: Limited Partners Balance - December 31, 2020 $ (1,336,784) Net losses - three months ended March 31, 2021 (71,687) Balance - April 1, 2021 $ (1,408,471) |
SUPPLEMENTAL CASH AND NON-CASH
SUPPLEMENTAL CASH AND NON-CASH INFORMATION | 12 Months Ended |
Dec. 31, 2021 | |
Additional Cash Flow Elements and Supplemental Cash Flow Information [Abstract] | |
SUPPLEMENTAL CASH AND NON-CASH INFORMATION | SUPPLEMENTAL CASH AND NON-CASH INFORMATION Supplementary cash flows disclosures as of December 31, 2021 and 2020: December 31, 2021 December 31, 2020 Equipment financed with debt $ 45,793,381 $ 931,890 Interest Paid $ 1,195,692 $ 205,480 Supplementary non-cash financing activities as of December 31, 2021 and 2020: December 31, 2021 December 31, 2020 Issued as part of equipment debt financing: Warrants- WhiteHawk $ 1,999,396 $ — Common Class A shares- NYDIG 1,389,888 — Warrants issued as part of stock registrations- B.Riley Warrants 780,472 — Series A redeemable and convertible preferred stock- Aspen Interest buyout 5,000,000 — Series A redeemable and convertible preferred stock units- Panther Creek Acquisition 38,315,520 — Premium Financing 6,890,509 — Total $ 54,375,785 $ — |
TAX RECEIVABLE AGREEMENT
TAX RECEIVABLE AGREEMENT | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
TAX RECEIVABLE AGREEMENT | TAX RECEIVABLE AGREEMENTThe Company entered into a Tax Receivable Agreement (“TRA”) with Q Power and an agent named by Q Power on April 1, 2021, pursuant to which the Company will pay the TRA participants 85% of the realized (or, in certain circumstances, deemed realized) cash tax savings attributable to the tax basis step-ups arising from taxable exchanges of units and certain other items.No deferred tax asset or liability has been recorded with respect to the TRA because an exchange that triggers the amounts owed by the Company under the TRA (i.e., the redemption of Stronghold LLC Units for shares of Class A common stock or cash) has not occurred. Estimating the amount and timing of Stronghold Inc.’s realization of tax benefits subject to the TRA is imprecise and unknown at this time and will vary based on a number of factors, including when redemptions actually occur. Accordingly, the Company has not recorded any deferred tax asset or any liability with respect to the TRA. |
PROVISIONS FOR INCOME TAXES
PROVISIONS FOR INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
PROVISIONS FOR INCOME TAXES | PROVISIONS FOR INCOME TAXES Subsequent to the Company’s incorporation, the Company and its indirectly owned corporate subsidiaries, Clearfield and Leechburg, provide for income taxes under the asset and liability method. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities—specifically for the Company, its investment in Stronghold LLC—using enacted tax rates expected to be in effect during the year in which the basis differences reverse. Valuation allowances are established when management determines it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. Prior to the Reorganization, Scrubgrass and Stronghold Power were structured as a limited partnership and limited liability company, respectively; therefore any taxable income or loss was included in the income tax returns of the individual owners. Accordingly, no recognition has been given to federal or state income taxes in the Company’s financial statements for the periods prior to the Reorganization. For the year ended December 31, 2021, the Company’s total income tax benefit of $0 differed from amounts computed by applying the United States federal statutory rate to pre-tax loss for the period primarily due to net loss attributable to the noncontrolling interest and to the period prior to the Reorganization (i.e., prior to the incorporation of Stronghold Inc.), and due to maintaining a valuation allowance on the Company’s deferred tax assets. The components of the provision for income taxes for the years ended December 31, 2021 and 2020 are as follows: Year ended December 31, 2021 2020 Current income tax provision (benefit): Federal $ — $ — State — — Total current income tax provision $ — $ — Deferred income tax provision (benefit): Federal $ — $ — State — — Total deferred income tax provision (benefit) $ — $ — Total provision for (benefit from) income taxes $ — $ — The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before the provision for income taxes. A reconciliation of the statutory federal income tax amount to the recorded expense is as follows: Year ended December 31, 2021 2020 Income tax expense (benefit) at 21% federal statutory rate $ (5,723,619) $ — Income attributable to the pre-incorporation period 50,179 — Income attributable to nontaxable noncontrolling interest 3,318,679 — State income tax expense (benefit), net of federal tax effect (752,955) — Change in valuation allowance 2,756,486 — Other, net 351,230 — Total provision for (benefit from) income taxes $ — $ — Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2021 and 2020 are as follows: Year ended December 31, 2021 2020 Deferred tax assets: Net operating loss and other carryforwards $ 6,243,820 $ — Investment in Stronghold LLC 3,999,780 — Other — — Total deferred tax assets $ 10,243,600 $ — Valuation allowance $ (10,243,600) $ — Net deferred tax assets $ — $ — Net deferred tax assets (liabilities) $ — $ — = As of December 31, 2021 and 2020, the Company had no net deferred tax assets or deferred tax liabilities. Subsequent to the Company’s Reorganization as discussed further in Note 2 — Nature of Operations and Significant Accounting Policies, deferred taxes are provided on the difference between the Company’s basis for financial reporting purposes and basis for federal income tax purposes in its investment in Stronghold LLC. Prior to the Reorganization, Scrubgrass and Stronghold Power were structured as a limited partnership and limited liability company, respectively; therefore, the taxable income or loss of the Company was included in the income tax returns of the individual owners. Accordingly, no recognition has been given to deferred tax assets or liabilities in the Company’s financial statements for the periods prior to the Reorganization. Clearfield and Leechburg have not recorded any temporary differences resulting in either a deferred tax asset or liability as of December 31, 2021 and 2020. As of December 31, 2021 no deferred tax asset or liability has been recorded with respect to the Company’s TRA with Q Power because an exchange that triggers amounts owed by the Company under the TRA (i.e., the redemption of Stronghold LLC Units for shares of Class A common stock or cash) has not occurred. As of December 31, 2021, the Company had federal net operating loss carryforwards of approximately $27.7 million which may be carried forward indefinitely to offset future taxable income, and state net operating loss carryforwards of approximately $5.7 million expiring in 2041 if not used. The Company incurred a tax net operating loss in 2021 due principally to Stronghold LLC’s tax deductions for accelerated depreciation, in addition to pre-tax loss. As of December 31, 2021, the Company did not have any uncertain tax positions requiring recognition in the financial statements. The Company’s 2021 tax year and Clearfield’s and Leechburg’s 2018 through 2021 tax years remain open to potential examination by tax authorities. As of December 31, 2021, the Company had a valuation allowance of approximately $10.2 million related to deferred tax assets the Company does not believe are more likely than not to be realized. The determination to record a valuation allowance was based on management’s assessment of all available evidence, both positive and negative, supporting realizability of the Company’s net operating losses and other deferred tax assets, as required by applicable accounting standards (ASC Topic 740, Income Taxes (“ASC 740”)). Factors contributing to this assessment included the Company’s cumulative and current losses, as well as the evaluation of other sources of income as outlined in ASC 740. The Company continues to evaluate the likelihood of the utilization of its deferred tax assets, and while the valuation allowance remains in place, expects to record no deferred income tax expense or benefit. In light of the criteria under ASC 740 for recognizing the tax benefit of deferred tax assets, the Company maintained a valuation allowance against its federal and state deferred tax assets as of December 31, 2021. |
PREPAID INSURANCE
PREPAID INSURANCE | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID INSURANCE | PREPAID INSURANCE As of December 31, 2021 and 2020, the Company had an unamortized prepaid insurance balance of $6,301,701 and $0, respectively. The December 31, 2021 unamortized balance consists of $5,519,816 to cover Directors and Officers including corporate reimbursement ("D&O Policy"); and various commercial property and risk coverages totaling $781,885. The D&O Policy was a financed premium (refer to Note 29 - Premium Financing Agreement) in the amount of $6,890,509 less a $1,378,102 down payment. The term of the policy is 12 months and expires October 19, 2022. The monthly amortization to insurance expense is $574,209 per month. The commercial property and risk coverages vary in policy term expirations and are renewable on an annual basis. |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES | ACCRUED LIABILITIES Other accrued liabilities consisted of the following: December 31, 2021 December 31, 2020 Other Accrued Liabilities: Legal & Professional Fees $ 1,457,727 $ — Payroll & Taxes 73,819 — Shipping & Handling 230,779 Interest expense 79,267 Sales & Use Taxes 2,609,664 — Upcharge penalties reserve 420,126 — Accrued miscellaneous expenses 182,575 828 Total $ 5,053,957 $ 828 |
ACQUISITION
ACQUISITION | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITION | ACQUISITION On July 9, 2021, the Company entered into a purchase agreement, as contemplated by the Olympus LOI, with Panther Creek Reclamation Holdings, LLC ("Panther Creek Reclamation"), a subsidiary of Olympus (the "Panther Creek Acquisition"). Pursuant to the Panther Creek Acquisition, the Company acquired all of the assets of Panther Creek Power Operating LLC (“Panther Creek”), comprised primarily of a coal refuse reclamation facility with 80 MW of net electricity generation capacity located near Nesquehoning, Pennsylvania (the "Panther Creek Plant"). Stronghold Inc. completed the Panther Creek Acquisition on November 2, 2021. The consideration for the Panther Creek Plant was approximately $3.0 million in cash ($2.192 million after deducting 50% of land closing costs agreed to be split with the seller) subject to certain closing adjustments, and 1,152,000 Stronghold LLC Units, together with a corresponding number of shares of Class V common stock. Pursuant to the Redemption Right (as defined herein), each Stronghold LLC Unit, combined with a corresponding share of Class V common stock, may be redeemed for one share of Class A common stock (or cash, in certain instances). Furthermore, on November 5, 2021, the Company entered into a Registration Rights Agreement with Panther Creek Reclamation, whereby the Company agreed to register the 1,152,000 shares of Class A common stock that may be received upon the Panther Creek Redemption. Refer to Note 16 - Non-controlling Interests for further details. The transaction was analyzed in accordance with ASC 805 - Business Combinations to first determine whether the acquired assets constitute a business. This requires a screen test that makes a determination that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or group of similar identifiable assets, the set is not a business. If the assets acquired are not a business, then the reporting entity should record the transaction as an asset acquisition in accordance with ASC 805-50 (using the cost accumulation model, rather than the fair value model that applies to business combinations). The following steps were performed to determine whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. Step 1. Combine the identifiable assets into a single identifiable asset: The Company has concluded that none of the assets qualify for combination into a single identifiable asset per ASC 805-10-55-5B. Step 2. Combine the assets into similar assets: The Company has concluded that none of the assets qualify for combination as similar assets under ASC 805-10-55-5C. Step 3. Measure the fair value of the gross assets acquired: The Company has concluded that the gross assets acquired include any consideration transferred in excess of the fair value of the net identifiable assets acquired (i.e., goodwill in a business combination), but it does not include goodwill that results from the effects of deferred tax liabilities, cash and cash equivalents, deferred taxes, or liabilities. Step 4. Determine whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets: The Company compared the fair value of the single identifiable asset (or group of similar assets) to the fair value of the gross assets acquired as follows: Based on the above analysis, substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. As a result, the transaction does meet the screen as outlined in paragraphs 805-10-55-5A through 55-5C. In accordance with ASC 805-10-55-5A, if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the set is not considered a business. Gross assets acquired should exclude cash and cash equivalents, deferred tax assets, and goodwill resulting from the effects of deferred tax liabilities. However, the gross assets acquired should include any consideration transferred (plus the fair value of any noncontrolling interest and previously held interest, if any) in excess of the fair value of net identifiable assets acquired. As discussed above in the screen test section of this overall analysis, the acquisition of Panther Creek by the Company does not meet the definition of a business combination, however, the Company accounted for the transaction as if it were a business combination. The following represents the fair value of the identifiable assets and liabilities as of the acquisition date of November 2, 2021: The purchase price allocation is as follows (in thousands): Cash and cash equivalents $ 491 Accounts receivable - trade $ 831 Prepaids and other current assets $ 429 Materials and supplies $ 1,559 Land and Rights of Way $ 1,727 Property, plant and equipment $ 43,782 Accounts payable $ (2,943) Accrued expenses $ (298) Due to related parties $ (73) Total identifiable assets and liabilities $ 45,505 Total purchase consideration 1 $ 45,505 |
VARIABLE PREPAID FORWARD SALES
VARIABLE PREPAID FORWARD SALES CONTRACT DERIVATIVE | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
VARIABLE PREPAID FORWARD SALES CONTRACT DERIVATIVE | VARIABLE PREPAID FORWARD SALES CONTRACT DERIVATIVE On December 15, 2021, the Company entered into a Prepaid Variable Digital Asset Forward Transaction with NYDIG Trading providing for the sale of 250 Bitcoin (the “Sold Bitcoin”) at a floor price of $28,000 per Bitcoin (such sale, the “Forward Sale”). Pursuant to the Forward Sale, NYDIG Trading paid SDM $7.0 million; an amount equal to the floor price per Bitcoin (the “Initial Sale Price”) on December 16, 2021, times the 250 Bitcoins provided for sale. On September 24, 2022, the Forward Sale will be settled and sold Bitcoin will be sold to NYDIG Trading at a price equal to the market price for Bitcoin on September 23, 2022, less the Initial Sale Price of $7.0 million, subject to a capped final sale price of $85,500 per Bitcoin. As a result of the embedded price floor and cap mechanisms, this transaction is considered as a compound derivative instrument which is required to be presented at fair value and is subject to remeasurement each reporting period. The Company has not formally designated this instrument as a hedge and such the changes in fair value is recorded in earnings as "changes in fair value of forward sale derivative". To determine the fair value of the compound derivative instrument, the Company uses a Black-Scholes option pricing model to assess the combined net value of the embedded call feature and the embedded put feature. The Company will continue to update the fair value of the derivative instrument until the contract is settled. The changes in fair value will be adjusted as "changes in fair value of forward sale derivative". As of December 31, 2021, the Company recognized a current liability of $7.1 million, which includes the prepaid portion of $7.0 million received at the transaction date; and $116.5 thousand of changes in fair value of derivatives. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
INITIAL PUBLIC OFFERING | INITIAL PUBLIC OFFERINGOn October 19, 2021, by unanimous written consent, the Board and a newly formed Pricing Committee approved the issuance and sale by the Company of its Class A common stock, par value $.0001 per share, in an initial public offering (the "IPO") to be underwritten by a group of underwriters to be named in the underwriting agreement dated October 19, 2021, by and among the Company and B. Riley Securities, Inc. and Cowen and Company, LLC, as representatives of the other underwriters named therein (the "Underwriting Agreement"). The Board unanimously approved the issuance and sale by the Company in the IPO of up to 7,690,400 shares of Class A common stock (which includes 6,687,305 firm shares and up to 1,003,095 shares of Class A common Stock that may be issued and sold to cover over allotments, if any) through the Underwriters, for a price to the public per share of $19.00, less underwriting discounts and commissions of $1.33 per share, as more fully set forth in the Underwriting Agreement. Total net proceeds raised, after deducting underwriting discounts and commissions and estimated offering expenses, were $131.5 million. |
HOSTING SERVICES AGREEMENT
HOSTING SERVICES AGREEMENT | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
HOSTING SERVICES AGREEMENT | HOSTING SERVICES AGREEMENTOn August 17, 2021, Stronghold LLC entered into a Hosting Services Agreement with Northern Data PA, LLC ("Northern Data") whereby Northern Data will construct and operate a colocation datacenter facility located on the Scrubgrass Plant (as defined below) (the "Hosting Agreement"), the primary business purpose of which will be to provide hosting services and support cryptocurrency miners. In October 2021, the final deposit owed to Northern Data was paid, and Northern Data has started delivering the 9,900 miners committed in the Hardware and Purchase Agreement dated April 14, 2021. On March 28, 2022, we restructured the Hosting Agreement to obtain an additional 2,675 miners at cost of $37.5 per terahash (to be paid five months after delivery) and temporarily reduced the profit share for Northern Data while incorporating performance thresholds until the data center build-out is complete. In addition, the Company has executed additional hardware agreements with Northern Data as described in Note 8 - Commitments and Contingencies - "Supplier Purchase Agreements".Once operational, after deducting an amount equal to $0.027 per kilowatt-hour for the actual power used, 65% of all cryptocurrency revenue generated by the miners in Northern Data's pods shall be payable to the Company and 35% of all cryptocurrency revenue generated by the miners shall be payable to Northern Data or its designee. |
PREMIUM FINANCING AGREEMENT
PREMIUM FINANCING AGREEMENT | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT Long-term debt consisted of the following as of: December 31, 2021 December 31, $66,076 loan, with interest at 5.55%, due July 2021. $ 3,054 $ 16,440 $75,000 loan, with interest at 12.67%, due April 2021. 7,312 14,934 $142,000 loan, with interest at 11.21%, due April 2021. — 18,056 $70,000 loan, with interest at 11.92%, due April 2021. — 8,974 $499,520 loan, with interest at 2.49% due December 2023. 232,337 333,599 $499,895 loan, with interest at 2.95% due July 2023. 246,720 371,490 $212,675 loan, with interest at 6.75% due October 2022. 103,857 168,397 $517,465 loan, with interest at 4.78% due October 2024. 490,600 — $431,825 loan, with interest at 7.60% due April 2024. 204,833 — financing agreement for insurance with interest at 3.45% due July 2022. 4,299,721 — $40,000,000 loan, with interest at 10.00% due June 2023. 30,734,045 [A] — $10,641,362 loan, with interest at 10.00% due June 2023. 8,176,302 [B] — $14,077,800 loan, with interest at 10.00% due June 2023. 10,816,694 [C] — $17,984,000 maximum advance loan, interest at 9.99% due December 2023. Balance is what has been advanced as of December 31, 2021. 10,790,400 [D] — $17,984,000 maximum advance loan, with interest at 9.99% due December 2023. Balance is what has been advanced as of December 31, 2021. 7,769,088 [E] — $17,984,000 maximum advance loan, 2022 with interest at 9.99% due December 2023. Balance is what has been advanced as of December 31, 2021. — [F] — 73,874,963 931,890 Less current portions, deferred costs, & discounts Outstanding loans 50,099,372 449,447 Deferred debt issuance costs 2,854,787 — Discounts from issuance of stock 1,042,416 — Discounts from issuance of warrants 1,499,547 — $ 18,378,841 $ 482,443 [A] The WhiteHawk Promissory Note has a term of 24 months. Refer to Note 14 – Stock Issued Under Financing Agreements and Warrants for further discussions. On December 31, 2021, the Company amended the WhiteHawk Financing Agreement (the “WhiteHawk Amendment”) to extend the final MinerVa delivery date from December 31, 2021 to April 30, 2022. Pursuant to the WhiteHawk Amendment, Equipment paid an amendment fee in the amount of $250,000 to WhiteHawk. These fees are included in deferred debt issuance costs. [B] Arctos/NYDIG Financing Agreement [loan #1] with a term of 24. Refer to Note 14 - Stock Issued Under Financing Agreements and Warrants for further discussions. Refer to Note 32 - Subsequent Events for details of the amendment to this agreement. [C] Arctos/NYDIG Financing Agreement [loan #2] with a term of 24. Refer to Note 14 - Stock Issued Under Financing Agreements and Warrants for further discussions. Refer to Note 32 - Subsequent Events for details of the amendment to this agreement. [D] NYDIG ABL Master Equipment Finance Agreement with a term of 24. Deferred debt issuance costs of $449,600 are amortized over the term of the loan using the straight-line method. Refer to Note 32 - Subsequent Events for further advances after December 31, 2021. [E] NYDIG ABL Master Equipment Finance Agreement with a term of 24. Deferred debt issuance costs of $449,600 are amortized over the term of the loan using the straight-line method. Refer to Note 32 - Subsequent Events for further advances after December 31, 2021. [F] NYDIG ABL Master Equipment Finance Agreement with a term of 24. Deferred debt issuance costs of $449,600 are amortized over the term of the loan using the straight-line method. Refer to Note 32 - Subsequent Events for further advances after December 31, 2021. Future scheduled maturities on the outstanding borrowings for each of the next three years as of December 31, 2021 are as follows: Years ending December 31: 2022 $ 51,777,764 2023 21,955,328 2024 141,871 $ 73,874,963 On March 16, 2021, the Company received a round two Paycheck Protection Program ("PPP") loan in the amount of $841,670 that accrues an interest of 1% per year; and matures on the fifth anniversary of the date of the note. As of December 31, 2021, the Company is in process of seeking forgiveness of the PPP loan. In January 2021, the Company was granted relief as forgiveness for the round one PPP loan in the amount of $638,800. On June 8, 2021, the Company repaid the Economic Injury Disaster Loan (“EIDL”), received on March 31, 2020, in the amount of $150,000. This loan, plus accrued interest, was outstanding as of December 31, 2020. Effective October 21, 2021, the Company entered into a director and officer insurance policy with annual premiums totaling $6.9 million. The Company has executed a Commercial Premium Finance Agreement with AFCO Premium Credit LLC over a term of nine months, with an annual interest rate of 3.454%, that finances the payment of the total premiums owed. The agreement requires a $1.4 million down payment, with the remaining $5.5 million plus interest paid over nine months. Monthly payments of $621.3 thousand start November 21, 2021 and end July 21, 2022. As of December 31, 2021, the unpaid balance is $4.3 million. |
COVENANTS
COVENANTS | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
COVENANTS | LONG-TERM DEBT Long-term debt consisted of the following as of: December 31, 2021 December 31, $66,076 loan, with interest at 5.55%, due July 2021. $ 3,054 $ 16,440 $75,000 loan, with interest at 12.67%, due April 2021. 7,312 14,934 $142,000 loan, with interest at 11.21%, due April 2021. — 18,056 $70,000 loan, with interest at 11.92%, due April 2021. — 8,974 $499,520 loan, with interest at 2.49% due December 2023. 232,337 333,599 $499,895 loan, with interest at 2.95% due July 2023. 246,720 371,490 $212,675 loan, with interest at 6.75% due October 2022. 103,857 168,397 $517,465 loan, with interest at 4.78% due October 2024. 490,600 — $431,825 loan, with interest at 7.60% due April 2024. 204,833 — financing agreement for insurance with interest at 3.45% due July 2022. 4,299,721 — $40,000,000 loan, with interest at 10.00% due June 2023. 30,734,045 [A] — $10,641,362 loan, with interest at 10.00% due June 2023. 8,176,302 [B] — $14,077,800 loan, with interest at 10.00% due June 2023. 10,816,694 [C] — $17,984,000 maximum advance loan, interest at 9.99% due December 2023. Balance is what has been advanced as of December 31, 2021. 10,790,400 [D] — $17,984,000 maximum advance loan, with interest at 9.99% due December 2023. Balance is what has been advanced as of December 31, 2021. 7,769,088 [E] — $17,984,000 maximum advance loan, 2022 with interest at 9.99% due December 2023. Balance is what has been advanced as of December 31, 2021. — [F] — 73,874,963 931,890 Less current portions, deferred costs, & discounts Outstanding loans 50,099,372 449,447 Deferred debt issuance costs 2,854,787 — Discounts from issuance of stock 1,042,416 — Discounts from issuance of warrants 1,499,547 — $ 18,378,841 $ 482,443 [A] The WhiteHawk Promissory Note has a term of 24 months. Refer to Note 14 – Stock Issued Under Financing Agreements and Warrants for further discussions. On December 31, 2021, the Company amended the WhiteHawk Financing Agreement (the “WhiteHawk Amendment”) to extend the final MinerVa delivery date from December 31, 2021 to April 30, 2022. Pursuant to the WhiteHawk Amendment, Equipment paid an amendment fee in the amount of $250,000 to WhiteHawk. These fees are included in deferred debt issuance costs. [B] Arctos/NYDIG Financing Agreement [loan #1] with a term of 24. Refer to Note 14 - Stock Issued Under Financing Agreements and Warrants for further discussions. Refer to Note 32 - Subsequent Events for details of the amendment to this agreement. [C] Arctos/NYDIG Financing Agreement [loan #2] with a term of 24. Refer to Note 14 - Stock Issued Under Financing Agreements and Warrants for further discussions. Refer to Note 32 - Subsequent Events for details of the amendment to this agreement. [D] NYDIG ABL Master Equipment Finance Agreement with a term of 24. Deferred debt issuance costs of $449,600 are amortized over the term of the loan using the straight-line method. Refer to Note 32 - Subsequent Events for further advances after December 31, 2021. [E] NYDIG ABL Master Equipment Finance Agreement with a term of 24. Deferred debt issuance costs of $449,600 are amortized over the term of the loan using the straight-line method. Refer to Note 32 - Subsequent Events for further advances after December 31, 2021. [F] NYDIG ABL Master Equipment Finance Agreement with a term of 24. Deferred debt issuance costs of $449,600 are amortized over the term of the loan using the straight-line method. Refer to Note 32 - Subsequent Events for further advances after December 31, 2021. Future scheduled maturities on the outstanding borrowings for each of the next three years as of December 31, 2021 are as follows: Years ending December 31: 2022 $ 51,777,764 2023 21,955,328 2024 141,871 $ 73,874,963 On March 16, 2021, the Company received a round two Paycheck Protection Program ("PPP") loan in the amount of $841,670 that accrues an interest of 1% per year; and matures on the fifth anniversary of the date of the note. As of December 31, 2021, the Company is in process of seeking forgiveness of the PPP loan. In January 2021, the Company was granted relief as forgiveness for the round one PPP loan in the amount of $638,800. On June 8, 2021, the Company repaid the Economic Injury Disaster Loan (“EIDL”), received on March 31, 2020, in the amount of $150,000. This loan, plus accrued interest, was outstanding as of December 31, 2020. Effective October 21, 2021, the Company entered into a director and officer insurance policy with annual premiums totaling $6.9 million. The Company has executed a Commercial Premium Finance Agreement with AFCO Premium Credit LLC over a term of nine months, with an annual interest rate of 3.454%, that finances the payment of the total premiums owed. The agreement requires a $1.4 million down payment, with the remaining $5.5 million plus interest paid over nine months. Monthly payments of $621.3 thousand start November 21, 2021 and end July 21, 2022. As of December 31, 2021, the unpaid balance is $4.3 million. |
NON-EMPLOYEE DIRECTORS COMPENSA
NON-EMPLOYEE DIRECTORS COMPENSATION POLICY | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
NON-EMPLOYEE DIRECTORS COMPENSATION POLICY | STOCK-BASED COMPENSATIONOn October 19, 2021, the board of directors of the Company (the "Board") and the stockholders of the Company approved a new long-term incentive plan (the “New LTIP”) for employees, consultants and directors. The New LTIP provides for the grant of options (including incentive stock options and non-qualified stock options), stock appreciation rights, RSUs, dividend equivalents, other stock-based awards, and substitute awards intended to align the interests of service providers, including our named executive officers, with those of our stockholders. Pursuant to the New LTIP, the remaining shares of Class A common stock under the LTIP that was effective April 28, 2021, that were reserved and available for delivery, were assumed and reserved for issuance under the New LTIP. In addition, the New LTIP raised the aggregate number of shares of common stock that may be issued or used for reference purposes or with respect to which awards may be granted under the plan to not exceed 4,752,000 shares. As of the effective date of the New LTIP, the Company now grants all equity-based awards under the New LTIP. The Board is duly authorized to administer the New LTIP. The Company accounts for share-based payment awards exchanged for services at the estimated grant date fair value of the award. Stock options issued under the Company’s New LTIP are granted with an exercise price no less than the market price of the Company’s stock at the date of grant and expire up to ten years from the date of the grant. The Company accounts for share-based payment awards exchanged for services at the estimated grant date fair value of the award. Stock options issued under the LTIP were granted with an exercise price equal to the fair market value of the Company’s stock, as determined with reference to third-party valuations as of the date of option grants, and expire up to ten years from the date of grant. Options granted under the New LTIP and the LTIP vest over various terms. The RSUs are subject to restrictions on transferability, risk of forfeiture and other restrictions imposed by the Compensation Committee of the Board (the "Committee"). Settlement of vested RSUs will occur upon vesting or upon expiration of the deferral period specified for such RSUs by the Committee (or, if permitted by the Committee, as elected by the Participant). RSUs may be settled in cash or a number of shares of stock (or a combination of the two), as determined by the Committee at the date of grant or thereafter. As of December 31, 2021, 60,737 RSUs were awarded to six employees with a grant date fair market value of $11.10 that vest over 10 years. Stock-Based Compensation Stock compensation expense was $4,015,324 and $0 for the years ended December 31, 2021 and 2020; respectively. There is no tax benefit related to stock compensation expense due to a full valuation allowance on net deferred tax assets at December 31, 2021. The Company recognized total stock-based compensation expense during the years ended December 31, 2021 and 2020, from the following categories: December 31, 2021 December 31, 2020 Restricted stock awards under the Plan 172,800 — Stock option awards under the Plan 3,842,524 — Total stock-based compensation $ 4,015,324 $ — Incentive Plan Stock Options The following are the weighted average assumptions used in calculating the fair value of the total stock options granted in 2021 using the Black-Scholes method. December 31, 2021 Weighted-average fair value of options granted $ 7.64 Expected volatility 128.14 % Expected life (in years) 5.77 Risk-free interest rate 0.93 % Expected dividend yield 0.00 % Expected Volatility - The Company estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies as the Company does not currently have sufficient history for the volatility of its own stock. Expected Term - The expected term of options represents the period that the Company’s stock-based awards are expected to be outstanding based on the simplified method, which is the half-life from vesting to the end of its contractual term. Risk-Free Interest Rate - The Company bases the risk-free interest rate on the implied yield available on U.S. Treasury zero-coupon issues with an equivalent remaining term. Expected Dividend - The Company has never declared or paid any cash dividends on its common shares and does not plan to pay cash dividends in the foreseeable future, and, therefore, uses an expected dividend yield of zero in its valuation models. The Company elected to account for forfeited awards as they occur, as permitted by Accounting Standards Update 2016-09. As of December 31, 2021, the total future compensation expense related to non-vested options not yet recognized in the consolidated statement of operations was approximately $21,984,773 and the weighted-average period over which these awards expected to be recognized is 2.51 years. There were no outstanding shares as of December 31, 2020. The following table summarizes the stock option activity (as adjusted) under the plans for the year ended December 31, 2021: Number of Shares Weighted- Average Exercise Price Weighted- Average Contractual Term Aggregate Intrinsic Value (in thousands) Outstanding at January 1, 2021 — $ — $ — Granted 3,379,083 $ 8.91 9.61 $ — Exercised — $ — $ — Cancelled/forfeited — $ — $ — Outstanding at December 31, 2021 3,379,083 $ 8.91 9.61 $ 30,906 Shares vested and expected to vest 3,379,083 $ 8.91 9.61 $ 30,906 Exercisable as of December 31, 2021 428,827 $ 8.48 9.55 $ 4,107 Exercisable as of December 31, 2020 — $ — $ — RSU Awards A summary of the Company's RSU activity in the years ended December 31, 2021 and 2020 is as follows: Number of Shares Weighted Average Grant-Date Fair Value Unvested at January 1, 2020 — $ — Vested — $ — Granted 60,737 $ 11.10 Forfeited — $ — Unvested at December 31, 2021 60,737 $ 11.10 The value of RSU grants are measured based on their fair market value on the date of grant and amortized over their respective vesting periods. As of December 31, 2021, there were approximately $610,106 of unrecognized compensation cost related to unvested RSU rights, which is expected to be recognized over a remaining weighted-average vesting period of approximately 1.8 years. On October 19, 2021, non-employee members of the Board are eligible to receive cash and equity compensation as set forth in the Non-Employee Director Compensation Policy (this “Policy”). The cash and equity compensation described in the Policy shall be paid or be made, as applicable, to each member of the Board who is not an employee of the Company or any parent or subsidiary of the Company (each, a “Non-Employee Director”) and who may be eligible to receive such cash or equity compensation, unless such Non-Employee Director declines the receipt of such cash or equity compensation by written notice to the Company. This Policy became effective as of the date set forth above (the “Effective Date”) and shall remain in effect until it is revised or rescinded by further action of the Board. The Company did not award any compensation to the non-employee directors during the year ended December 31, 2021. Refer to Note 32 - Subsequent Events that describes formal adoption of this plan after December 31, 2021. In anticipation of the formal adoption of this plan that requires payment of compensation in arrears, the Company has accrued $75,000 in compensation costs as of December 31, 2021 for the periods after October 19, 2021 (the eligibility date of this plan) through December 31, 2021. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Management has evaluated events and transactions subsequent to the balance sheet date through the date of this report (the date the financial statements were available to be issued) for potential recognition or disclosure in the financial statements. Except as disclosed in the following sections, management has not identified any items requiring recognition or disclosure. Equipment Financing Arctos Credit LLC (NYDIG) On January 31, 2022, Stronghold and NYDIG ABL LLC (f/k/a Arctos Credit, LLC), amended the NYDIG Financing Agreement (the “NYDIG Amendment”) to include (i) 2,140 MicroBT WhatsMiner M30S+ miners and (ii) 2,140 MicroBT WhatsMiner M30S miners purchased by Stronghold Inc. pursuant to a purchase agreement dated December 16, 2021, totaling $12,622,816 of additional borrowing capacity. Stronghold will pay an aggregate closing fee of $504,912 to NYDIG. The NYDIG Amendment requires that the Company maintain a blocked wallet or other account for deposits of all Mined Currency.] In February 2022, the Company received the additional borrowing of $12,622,816 less the $504,912 in closing fees. NYDIG ABL LLC In January and February of 2022, the Company has drawn three additional tranches of the Second NYDIG Financing Agreement with NYDIG whereby NYDIG agreed to lend up to $53,952,000 (excluding debt issuance costs) . The total of these tranches are $10,664,512. Including the $18,559,488 (excluding debt issuance costs) advanced as of December 31, 2021 the total advanced against the $53,952,000 is now $29,224,000. Or a remainder of $24,728,000 not advanced as of this filing. WhiteHawk Finance LLC On June 30, 2021, Equipment LLC entered into the WhiteHawk Financing Agreement with WhiteHawk whereby WhiteHawk originally agreed to lend to Equipment LLC an aggregate amount not to exceed $40.0 million to finance the purchase of certain Bitcoin miners and related equipment. The WhiteHawk Financing Agreement originally contained terms requiring that the 15,000 miners being purchased pursuant to the MinerVa Purchase Agreement be delivered on or before December 31, 2021. MinerVa did not deliver all of the miners under the MinerVa Purchase Agreement by the December 31, 2021 deadline. On December 31, 2021, Equipment LLC and WhiteHawk entered into the WhiteHawk Amendment to extend the final MinerVa delivery date from December 31, 2021 to April 30, 2022. We have received around 3,200 of the miners to date. On March 28, 2022, Equipment LLC and WhiteHawk again amended the WhiteHawk Financing Agreement (the "Second WhiteHawk Amendment") to exchange the collateral under the WhiteHawk Financing Agreement. Pursuant to the Second WhiteHawk Amendment, (i) the approximately 11,700 remaining miners under the MinerVa Purchase Agreement will be exchanged as collateral for additional miners received by us from various suppliers and (ii) WhiteHawk agreed to lend to us an additional amount not exceed $25.0 million to finance certain previously purchased Bitcoin miners and related equipment (the "Second Total Advance"). Pursuant to the Second WhiteHawk Amendment, Equipment, LLC paid an amendment fee in the amount of $275,414.40 and a closing fee with respect to the Second Total Advance of $500,000. In addition to the purchased Bitcoin miners and related equipment, Panther Creek and Scrubgrass each agreed to a negative pledge of the Panther Creek Plant and Scrubgrass Plant, respectively, and guaranteed the WhiteHawk Finance Agreement. Each of the negative pledge and the guaranty by Panther Creek and Scrubgrass will be released upon payment in full of the Second Total Advance, regardless of whether the Total Advance remains outstanding. In conjunction with the Second WhiteHawk Amendment, we issued a warrant to WhiteHawk, to purchase 125,000 shares of Class A common stock, subject to certain antidilution and other adjustment provisions as described in the warrant agreement, at an exercise price of $0.01 per share (the “Second WhiteHawk Warrant”). The Second WhiteHawk Warrant expires on March 28, 2032. While we continue to engage in discussions with MinerVa on the delivery of the remaining miners, we do not know when the remaining miners will be delivered, if at all. Non-employee Directors Compensation Policy On January 10, 2022, the Compensation Committee formally adopted the previously approved Policy, effective October 19, 2021 (refer to Note 31 - Non-Employee Directors Compensation Policy). This policy includes the following: – An initial equity grant of 10,000 stock options; – An annual retainer equal to $100,000, which will be paid in fully-vested shares of our Class A common stock on a quarterly basis in arrears; – Once a non-employee director obtains exposure to our Class A common stock of $500,000 or greater, a director may choose to receive the annual retainer in USD or any other currency (including Bitcoin); and – Reimbursement for travel expenses and other reasonable out-of-pocket expenses. On January 11, 2022, the Company authorized the Transfer Registrant and Registrar to issue 4,811 shares of common Class A stock to four non-employee Directors. Asset Purchase Agreement On January 3, 2022, the Company effected an Asset Purchase Agreement with Treis Blockchain LLC ("Seller") at an initial purchase price of $7,000,000; adjusted up or down at close based on certain miner revenue performance during a period prior to the close date, "assigned values" of agreements assumed; and certain stipulations around future Bitcoin market prices after the sales date (as described below) (the "Treis Blockchain Agreement"). The Company anticipates this purchase to qualify as an asset acquisition that also assumes all liabilities from the Seller. As part of this agreement, the Company acquires: (a) at least 1,000 MicroBT Whatsminer M20S cryptocurrency miners with aggregate hash rate capacity equal to at least 60 petahash per second and average efficiency of better than 60 joules per terahash (the “Miners”); (b) five (5) containers, of which (i) three (3) are forty-foot containers with three 600-amp panels and Raritan PX2-5956XV power distribution units and can power 240 MicroBT Whatsminer Bitcoin miners, (ii) one (1) is a forty-foot container with two 600-amp panels and Raritan PX2-5956XV power distribution units and can power 144 MicroBT Whatsminer Bitcoin miners, and (iii) one (1) is a Digital Shovel container with five data pods and one power pod and can power 405 MicroBT Whatsminer Bitcoin miners (the “Containers”);(c) all fixtures, equipment, machinery, supplies, parts, and other inventories located in the Containers (“Inventory”); (d) all contracts (the “Assigned Contracts”) all of Seller’s rights under warranties, indemnities, and all similar rights against third parties to the extent related to any Purchased Assets; (f) all insurance benefits, including rights and proceeds, arising from or relating to the Purchased Assets or the Assumed Liabilities; and (g) all goodwill and the going concern value of the Purchased Assets as defined in the Treis Blockchain Agreement. In the event that the average daily price of Bitcoin per Coinbase Global Inc. exceeds $100,000 for a period of at least fifteen (15) consecutive days prior to April 3, 2022, the Company shall make a one-time payment to Seller in the amount of $200,000.00 within five (5) business days of the date on which the average daily price of Bitcoin per Coinbase Global Inc. exceeds $100,000 for a fifteenth (15th) consecutive day. For the avoidance of doubt, in the event that the average daily price of Bitcoin per Coinbase Global Inc. does not exceed $100,000.00 for a period of fifteen (15) consecutive days prior to April 3, 2022, no payment shall be owed from the Company to Seller. Northern Data |
NATURE OF OPERATIONS AND SIGN_2
NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Additionally, since there are no differences between net income and comprehensive income, all references to comprehensive income have been excluded from the consolidated financial statements. |
Use of Estimates | The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash | Cash and cash equivalents consist of short-term, highly liquid investments with original maturities of three months or less. The Company maintains its cash in non-interest bearing accounts that are insured by the Federal Deposit Insurance Company up to $250,000. The Company’s deposits may, from time to time, exceed the $250,000 limit; however, management believes that there is no unusual risk present, as the Company places its cash with financial institutions which management considers being of high quality. |
Digital Currencies | Digital currencies are included in current assets in the reported balance sheets and are considered an intangible asset with an indefinite useful life. Digital currencies are recorded at cost less any impairment. Currently Bitcoin constitutes the only cryptocurrency the Company mines or holds in material amounts. Cryptocurrencies held are accounted for as intangible assets with indefinite useful lives. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the cryptocurrency at the time its fair value is being measured. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary . However, in most cases the Company’s qualitative assessment indicates impairment when the quoted price of the cryptocurrency subsequently falls below its carrying amount and we are required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. |
Accounts Receivable | Accounts receivable are stated at the amount management expects to collect from balances outstanding at year end. An allowance for doubtful accounts is provided when necessary and is based upon management’s evaluation of outstanding accounts receivable at year end. The potential risk is limited to the amount recorded in the financial statements. |
Inventory | Waste coal, fuel oil and limestone are valued at the lower of average cost or net realizable value and includes all related transportation and handling costs. The Company performs periodic assessments to determine the existence of obsolete, slow-moving, and unusable inventory and records necessary provisions to reduce such inventories to net realizable value. |
Derivative Contracts | In accordance with guidance on accounting for derivative instruments and hedging activities all derivatives should be recognized at fair value. Derivatives or any portion thereof, that are not designated as, and effective as, hedges must be adjusted to fair value through earnings. Derivative contracts are classified as either assets or liabilities on the accompanying combined balance sheets. Certain contracts that require physical delivery may qualify for and be designated as normal purchases/normal sales. Such contracts are accounted for on an accrual basis. The Company uses derivative instruments to mitigate its exposure to various energy commodity market risks. The Company does not enter into any derivative contracts or similar arrangements for speculative or trading purposes. The Company will, at times, sell its forward unhedged electricity capacity to stabilize its future operating margins. As of December 31, 2021 and December 31, 2020, there are no open energy commodity derivatives outstanding. The Company also uses derivative instruments to mitigate the risks of Bitcoin market pricing volatility. The Company entered into a variable prepaid forward sale contract that mitigates Bitcoin market pricing volatility risks between a low and high collar of Bitcoin market prices during the contract term. This contract settles in September 2022. The contract meets the definition of a derivative transaction pursuant to guidance under ASC 815 and is considered a compound derivative |
Fair Value Measurements | The Company measures at fair value certain of its financial and non-financial assets and liabilities by using a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, essentially an exit price, based on the highest and best use of the asset or liability. The levels of the fair value hierarchy are: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities; Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data; and Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. |
Property, Equipment and Cryptocurrency Machines | Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance and repairs are charged to expense as incurred. The Company records all assets associated with the cryptocurrency mining operations at cost. These assets are comprised of storage trailers and the related electrical components. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the remaining estimated useful lives (“EUL”) of the related assets using the straight-line method. The Company’s depreciation is based on its Facility being considered a single property unit. Certain components of the Facility may require replacement or overhaul several times over its estimated life. Costs associated with overhauls are recorded as an expense in the period incurred. However, in instances where a replacement of a Facility component is significant and the Company can reasonably estimate the original cost of the component being replaced, the Company will write-off the replaced component and capitalize the cost of the replacement. The component will be depreciated over the lesser of the EUL of the component or the remaining useful life of the Facility. The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of property and equipment may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of property and equipment. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property and equipment is used, and the effects of obsolescence, demand, competition, and other economic factors. Management has assessed the basis of depreciation of the Company’s cryptocurrency machines used to verify digital currency transactions and generate digital currencies and believes they should be depreciated over a two-year period. The rate at which the Company generates digital assets and, therefore, consumes the economic benefits of its transaction verification servers, is influenced by a number of factors including the following: 1. The complexity of the transaction verification process which is driven by the algorithms contained within the Bitcoin open source software; 2. The general availability of appropriate computer processing capacity on a global basis (commonly referred to in the industry as hashing capacity which is measured in petahash units); and 3. Technological obsolescence reflecting rapid development in the transaction verification server industry such that more recently developed hardware is more economically efficient to run in terms of digital assets generated as a function of operating costs, primarily power costs, (i.e., the speed of hardware evolution in the industry is such that later hardware models generally have faster processing capacity combined with lower operating costs and a lower cost of purchase). The Company operates in an emerging industry for which limited data is available to make estimates of the useful economic lives of specialized equipment. Management has determined that two years best reflects the current expected useful life of transaction verification servers. This assessment takes into consideration the availability of historical data and management’s expectations regarding the direction of the industry including potential changes in technology. Management will review this estimate annually and will revise such estimate as and when data becomes available. To the extent that any of the assumptions underlying management’s estimate of useful life of its transaction verification servers are subject to revision in a future reporting period either as a result of changes in circumstances or through the availability of greater quantities of data then the estimated useful life could change and have a prospective impact on depreciation expense and the carrying amounts of these assets. |
Asset Retirement Obligations | Asset retirement obligations, including those conditioned on future events, are recorded at fair value in the period in which they are incurred, if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the related long-lived asset in the same period. In each subsequent period, the liability is accreted to its present value and the capitalized cost is depreciated over the EUL of the long-lived asset. If the asset retirement obligation is settled for other than the carrying amount of the liability, the Company recognizes a gain or loss on settlement. The Company’s asset retirement obligation represents the cost the Company would incur to perform environmental clean-up or dismantle certain portions of the Facility. |
Impairment of Long-Lived Assets | In conjunction with ASC 360 - Property, Plant and Equipment, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. |
Revenue Recognition | The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The core principle of this revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: 1. Step 1: Identify the contract with the customer 2. Step 2: Identify the performance obligations in the contract 3. Step 3: Determine the transaction price 4. Step 4: Allocate the transaction price to the performance obligations in the contract 5. Step 5: Recognize revenue when the Company satisfies a performance obligation In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract). If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following: • Variable consideration • Constraining estimates of variable consideration • The existence of a significant financing component in the contract • Noncash consideration • Consideration payable to a customer Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. There is currently no specific definitive guidance under GAAP or alternative accounting framework for the accounting for cryptocurrencies recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the Financial Accounting Standards Board (the "FASB"), the Company may be required to change its policies, which could have an effect on the Company’s consolidated financial position and results from operations. Fair value of the digital asset award received is determined using the quoted price of the related cryptocurrency at the time of receipt. The Company’s policies with respect to its revenue streams are detailed below. Energy Revenue The Company operates as a market participant through PJM Interconnection, a Regional Transmission Organization (“RTO”) that coordinates the movement of wholesale electricity. The Company sells energy in the wholesale generation market in the PJM RTO. Energy revenues are delivered as a series of distinct units that are substantially the same and that have the same pattern of transfer to the customer over time and are therefore accounted for as a distinct performance obligation. The transaction price is based on pricing published in the day ahead market which constitute the stand-alone selling price. Energy revenue is recognized over time as energy volumes are generated and delivered to the RTO (which is contemporaneous with generation), using the output method for measuring progress of satisfaction of the performance obligation. The Company applies the invoice practical expedient in recognizing energy revenue. Under the invoice practical expedient, energy revenue is recognized based on the invoiced amount which is considered equal to the value provided to the customer for the Company’s performance obligation completed to date. Reactive energy power is provided to maintain a continuous voltage level. Revenue from reactive power is recognized ratably over time as the Company stands ready to provide it if called upon by the PJM RTO. Capacity Revenue The Company provides capacity to a customer through participation in capacity auctions held by the PJM RTO. Capacity revenues are a series of distinct performance obligations that are substantially the same and that have the same pattern of transfer to the customer over time and are therefore accounted for as a distinct performance obligation. The transaction price for capacity is market-based and constitutes the stand-alone selling price. As capacity represents the Company’s stand-ready obligation, capacity revenue is recognized as the performance obligation is satisfied ratably over time, on a monthly basis, since the Company stands ready equally throughout the period to deliver power to the PJM RTO if called upon. The Company applies the invoice practical expedient in recognizing capacity revenue. Under the invoice practical expedient, capacity revenue is recognized based on the invoiced amount which is considered equal to the value provided to the customer for the Company’s performance obligation completed to date. Penalties may be assessed by the PJM RTO against generation facilities if the facility is not available during the capacity period. The penalties assessed by the PJM RTO, if any, are recorded as a reduction to capacity revenue when incurred. Cryptocurrency Hosting The Company has entered into customer hosting contracts whereby the Company provides electrical power to cryptocurrency mining customers, and the customers pay a stated amount per megawatt-hour (“MWh”) (“Contract Capacity”). This amount is paid monthly in advance. Amounts used in excess of the Contract Capacity are billed based upon calculated formulas as contained in the contracts. If any shortfalls occur to due to outages, make-whole payment provisions contained in the contracts are used to offset the billings to the customer which prevented them from cryptocurrency mining. Advanced payments and customer deposits are reflected as contract liabilities. Cryptocurrency Mining The Company has entered into digital asset mining pools by executing contracts, as amended from time to time, with the mining pool operators to provide computing power to the mining pool. The contracts are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, the Company is entitled to a fractional share of the fixed cryptocurrency award the mining pool operator receives (less digital asset transaction fees to the mining pool operator which are recorded as a component of cost of revenues), for successfully adding a block to the blockchain. The terms of the agreement provide that neither party can dispute settlement terms after thirty-five days following settlement. The Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm. Providing computing power in digital asset transaction verification services is an output of the Company’s ordinary activities. The provision of providing such computing power is the only performance obligation in the Company’s contracts with mining pool operators. The transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date received, which is not materially different than the fair value at contract inception or the time the Company has earned the award from the pools. The consideration is all variable. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized. There is no significant financing component in these transactions. Fair value of the cryptocurrency award received is determined using the quoted price of the related cryptocurrency at the time of receipt. There is currently no specific definitive guidance under GAAP or alternative accounting framework for the accounting for cryptocurrencies recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies, which could have an effect on the Company’s consolidated financial position and results from operations. |
Waste Coal Credits | Waste coal credits are issued by the Commonwealth of Pennsylvania. Facilities that generate electricity by using coal refuse for power generation, control acid gases for emission control, and use the ash produced to reclaim mining-affected sites are eligible for such credits. Income related to these credits is recorded upon cash receipt and within other income.Renewable Energy Credits (“RECs”)The Company uses coal refuse, which is classified as a Tier II Alternative Energy Source under Pennsylvania law, to produce energy to sell to the open market (“the grid”). A third party acts as the benefactor, on behalf of the Company, in the open market and is invoiced as RECs are realized. These credits are recognized as a contra-expense to offset the fuel costs to produce this refuse. |
Waste Ash Sales | The Company sells fly ash and scrubber material collected. This is a by-product from their coal refuse reclamation used as fuel. Buyer pays 50% of a resale price, up to 50,000 tons, unless agreed to in writing to exceed this weight limit, Income related to these sales are recorded within other income. |
Stock Based Compensation | For equity-classified awards, compensation expense is recognized over the requisite service period based on the computed fair value on the grant date of the award. Equity classified awards include the issuance of stock options and restricted stock units (“RSUs”). |
Notes Payable | The Company records notes payable net of any discounts or premiums. Discounts and premiums are amortized as interest expense or income over the life of the note in such a way as to result in a constant rate of interest when applied to the amount outstanding at the beginning of any given period. |
Warrant Liabilities | The Company records warrant liabilities at their fair value as of the balance sheet date, and recognizes changes in the balances, over the comparative periods of either the issuance date or the last reporting date, as part of changes in fair value of warrant liabilities expense. At the issuance date, each series of warrants were convertible and redeemable to preferred stock. As of October 22, 2021 (the closing date of the IPO (as defined below)), all preferred stock converted to common stock one for one. As such, the warrant liability was revalued and reclassified to equity due to the equity offering and conversion as common shares. |
Segment Information | Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”). The role of the CODM is to make decisions about allocating resources and assessing performance. The Company’s operations are based on its Energy Operations and Cryptocurrency Operations and thus the Company concluded its business operates in two operating segments. The CODM reviews financial information presented on each of these two operating segments for purposes of allocating resources and evaluating financial performance. The Company’s chief executive officer has been identified as its CODM. The Company's two operating segments are also its reportable segments: Energy Operations and Cryptocurrency Operations. |
Common Stock - Class V | The Company accounts for the 56.1% interest represented by the Class V common stock outside of permanent equity as a result of certain redemption rights held by the holders that are outside the control of the Company. As such, the Company adjusts the Common Stock - Class V to its maximum redemption amount at the balance sheet date, if higher than the carrying amount. The redemption amount is based on a third-party valuation methodology of the Company’s Class A common stock at the end of the reporting period. Changes in the redemption value are recognized immediately as they occur, as if the end of the reporting period was also the redemption date for the instrument, with an offsetting entry to accumulated deficit. For each share of Class V common stock outstanding, there is a corresponding outstanding Class A common unit of Stronghold LLC. The redemption of any share of Class V common stock would be accompanied by a concurrent redemption of the corresponding Class A common unit of Stronghold LLC, such that both the share of Class V common stock and the corresponding Class A common unit of Stronghold LLC are redeemed as a combined unit in exchange for |
Loss per Share | Basic net (loss) income per share (“EPS”) of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding or shares subject to exercise for a nominal value during the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. |
Income Taxes | Reorganization Upon completion of the Reorganization, the Company is organized as an “Up-C” structure in which substantially all of the assets and business of the consolidated Company are held by Stronghold Inc. through its subsidiaries, and the Company’s direct assets largely consist of cash and investments in subsidiaries. For income tax purposes, the portion of the Company’s earnings allocable to Stronghold Inc. is subject to corporate income tax rates at the federal and state levels. Therefore, the income taxes recorded prior to the Reorganization are not representative of the income taxes after the Reorganization. The Company accounts for income taxes under the asset and liability method, in which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is required to the extent any deferred tax assets may not be realizable. Based on the Company’s evaluation and application of ASC Topic 740, Income Taxes (“ASC 740”), the Company has determined that the utilization of the deferred tax assets is not more likely than not, and therefore the Company has recorded a valuation allowance against the net deferred tax assets of the Company. Factors contributing to this assessment include the Company’s cumulative and current losses, as well as the evaluation of other sources of income as outlined in ASC 740. The Company continues to evaluate the likelihood of the utilization of deferred tax assets, and while the valuation allowance remains in place, we expect to record no deferred income tax expense or benefit. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Based on the Company's evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company's consolidated financial statements. Although the Company has not yet filed a corporate tax return, the basis of tax positions applied to our tax provisions substantially comply with applicable federal and state regulations. We acknowledge the respective taxing authorities may take contrary positions based on their interpretation of the law. A tax position successfully challenged by a taxing authority could result in an adjustment to our provision or benefit for income taxes in the period in which a final determination is made. As of December 31, 2021, the Company's tax years ended December 31, 2018 through 2021 are open for potential examination by taxing authorities. Certain of Stronghold Inc.’s subsidiaries are structured as flow-through entities; and therefore the taxable income or loss of such subsidiaries is included in the income tax returns of the partners, including Stronghold Inc. Application of ASC 740 to these entities results in no recognition of federal or state income taxes at the entity level. The portion of such subsidiaries' activities that are allocable to the Company will increase the Company’s taxable income or loss and be accounted for under ASC 740 at the Company. Prior to the Reorganization Scrubgrass and Stronghold LLC were structured as a limited partnership and limited liability company, respectively; therefore the taxable income or loss of the Company is included in the income tax returns of the individual partners. Accordingly, no recognition has been given to federal or state income taxes in the accompanying financial statements. Two of Scrubgrass' subsidiaries, Clearfield and Leechburg, are corporations for federal and state income tax purposes. Income taxes attributable to Clearfield and Leechburg are provided based on the asset and liability method of accounting pursuant to the Income Taxes Topic of FASB ASC 740, both prior to and subsequent to the Reorganization. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all, of the deferred tax asset will not be realized. Clearfield and Leechburg have not recorded any temporary differences resulting in either a deferred tax asset or liability as of December 31, 2021, or 2020. |
Recently Issued Accounting Standards | Recently Issued Accounting StandardsIn February 2016, FASB issued ASU 2016-02, Leases (“Topic 842”), which supersedes ASC Topic 840, Leases. Topic 842 requires lessees to recognize a lease liability and a lease asset for all leases, including operating leases, with a term greater than 12 months on its balance sheet. The update also expands the required quantitative and qualitative disclosures surrounding leases. Topic 842 will be applied using a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. In November 2020, FASB deferred the effective date for implementation of Topic 842 by one year and, in June 2020, FASB deferred the effective date by an additional year. Topic 842 is effective for the Company on January 1, 2022. The Company is currently in the process of developing its new accounting policies and determining the potential aggregate impact that the adoption of Topic 842 will have on its financial statements. The Company does not believe the adoption of this standard will have a material impact on the consolidated financial statements. |
NATURE OF OPERATIONS AND SIGN_3
NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Activities of Digital Currencies | The following table presents the activities of the digital currencies for the years ended December 31, 2021 and December 31, 2020: December 31, 2021 December 31, 2020 Digital currencies at beginning of year $ 228,087 $ 15,436 Additions of digital currencies 12,494,581 339,456 Realized gain on sale of digital currencies 149,858 31,810 Impairments (1,870,274) — Proceeds from sale of digital currencies (584,387) (158,615) Digital currencies, including restricted amounts $ 10,417,865 $ 228,087 |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consisted of the following components as of: December 31, 2021 December 31, 2020 Waste coal $ 3,238,383 $ 342,476 Fuel oil 94,913 33,243 Limestone 38,958 21,173 TOTALS $ 3,372,254 $ 396,892 |
EQUIPMENT DEPOSITS (Tables)
EQUIPMENT DEPOSITS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Equipment Deposits | The following table details the total equipment deposits of $130,999,398 as of December 31, 2021: Vendor Model Count Delivery Timeframe Total Commitments Unpaid [A] Transferred to PP&E [B] Equipment Deposits MinerVa [C] MinerVA 15,000 Oct '21 - Apr '22 $ 69,387,550 $ — $ (4,542,572) $ 64,844,978 Cryptech Bitmain 2,400 Nov '21 - Oct '22 12,660,000 (5,591,500) — 7,068,500 Northern Data MicroBT 9,900 Oct '21 - Jan '22 22,061,852 — (10,716,712) 11,345,140 Bitmain Technologies Limited Antminer 12,000 Apr '22 - Dec '22 75,000,000 (35,764,500) — 39,235,500 Northern Data PA. LLC WharsMiners 4,280 Jan '22 - June '22 11,340,374 (2,835,094) — 8,505,280 Totals 43,580 $ 190,449,776 $ (44,191,094) $ (15,259,284) $ 130,999,398 [A] Future commitments still owed to each vendor. Refer to Note 8 - Commitments and Contingencies for further details. [B] Miners that are delivered and physically placed in service are transferred to a fixed asset account at the respective unit price as defined in the agreement. [C] Refer to Note 8 - Commitments and Contingencies for a $3,999,980 refund that reduced the total commitments to $69,387,550 for this vendor. Remaining Purchase Price $ 12,660,000 April 2021 - 30% $ (3,798,000) # Date After down payment $ 8,862,000 1 05/01/21 $ (211,000) $ 8,651,000 3 06/01/21 $ (211,000) $ 8,440,000 4 07/01/21 $ (211,000) $ 8,229,000 5 08/01/21 $ (211,000) $ 8,018,000 6 09/01/21 $ (211,000) $ 7,807,000 7 10/01/21 $ (738,500) $ 7,068,500 8 11/01/21 $ (738,500) $ 6,330,000 9 12/01/21 $ (738,500) $ 5,591,500 10 01/01/22 $ (738,500) $ 4,853,000 11 02/01/22 $ (738,500) $ 4,114,500 12 03/01/22 $ (738,500) $ 3,376,000 13 04/01/22 $ (738,500) $ 2,637,500 14 05/01/22 $ (527,500) $ 2,110,000 15 06/01/22 $ (527,500) $ 1,582,500 16 07/01/22 $ (527,500) $ 1,055,000 17 08/01/22 $ (527,500) $ 527,500 18 09/01/22 $ (527,500) $ — |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following as of: Useful Lives (Years) December 31, 2021 Dec 31, 2020 Electric Plant 10 - 60 $ 66,153,985 $ 30,288,979 Power Transformers 8 - 30 7,489,472 — Machinery and equipment 5 - 20 12,015,811 2,862,736 Rolling Stock 5 - 7 261,000 — Cryptocurrency Machines & Powering Supplies 2 - 3 78,505,675 — Computer hardware and software 2 - 5 56,620 5,062 Vehicles & Trailers 2 - 7 155,564 81,733 Construction in progress Not Depreciable 36,067,776 1,544,536 Asset retirement obligation 10 - 30 580,452 79,848 201,286,355 34,862,894 Accumulated depreciation and amortization (34,629,200) (27,048,695) TOTALS $ 166,657,155 $ 7,814,199 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term debt consisted of the following as of: December 31, 2021 December 31, $66,076 loan, with interest at 5.55%, due July 2021. $ 3,054 $ 16,440 $75,000 loan, with interest at 12.67%, due April 2021. 7,312 14,934 $142,000 loan, with interest at 11.21%, due April 2021. — 18,056 $70,000 loan, with interest at 11.92%, due April 2021. — 8,974 $499,520 loan, with interest at 2.49% due December 2023. 232,337 333,599 $499,895 loan, with interest at 2.95% due July 2023. 246,720 371,490 $212,675 loan, with interest at 6.75% due October 2022. 103,857 168,397 $517,465 loan, with interest at 4.78% due October 2024. 490,600 — $431,825 loan, with interest at 7.60% due April 2024. 204,833 — financing agreement for insurance with interest at 3.45% due July 2022. 4,299,721 — $40,000,000 loan, with interest at 10.00% due June 2023. 30,734,045 [A] — $10,641,362 loan, with interest at 10.00% due June 2023. 8,176,302 [B] — $14,077,800 loan, with interest at 10.00% due June 2023. 10,816,694 [C] — $17,984,000 maximum advance loan, interest at 9.99% due December 2023. Balance is what has been advanced as of December 31, 2021. 10,790,400 [D] — $17,984,000 maximum advance loan, with interest at 9.99% due December 2023. Balance is what has been advanced as of December 31, 2021. 7,769,088 [E] — $17,984,000 maximum advance loan, 2022 with interest at 9.99% due December 2023. Balance is what has been advanced as of December 31, 2021. — [F] — 73,874,963 931,890 Less current portions, deferred costs, & discounts Outstanding loans 50,099,372 449,447 Deferred debt issuance costs 2,854,787 — Discounts from issuance of stock 1,042,416 — Discounts from issuance of warrants 1,499,547 — $ 18,378,841 $ 482,443 [A] The WhiteHawk Promissory Note has a term of 24 months. Refer to Note 14 – Stock Issued Under Financing Agreements and Warrants for further discussions. On December 31, 2021, the Company amended the WhiteHawk Financing Agreement (the “WhiteHawk Amendment”) to extend the final MinerVa delivery date from December 31, 2021 to April 30, 2022. Pursuant to the WhiteHawk Amendment, Equipment paid an amendment fee in the amount of $250,000 to WhiteHawk. These fees are included in deferred debt issuance costs. [B] Arctos/NYDIG Financing Agreement [loan #1] with a term of 24. Refer to Note 14 - Stock Issued Under Financing Agreements and Warrants for further discussions. Refer to Note 32 - Subsequent Events for details of the amendment to this agreement. [C] Arctos/NYDIG Financing Agreement [loan #2] with a term of 24. Refer to Note 14 - Stock Issued Under Financing Agreements and Warrants for further discussions. Refer to Note 32 - Subsequent Events for details of the amendment to this agreement. [D] NYDIG ABL Master Equipment Finance Agreement with a term of 24. Deferred debt issuance costs of $449,600 are amortized over the term of the loan using the straight-line method. Refer to Note 32 - Subsequent Events for further advances after December 31, 2021. [E] NYDIG ABL Master Equipment Finance Agreement with a term of 24. Deferred debt issuance costs of $449,600 are amortized over the term of the loan using the straight-line method. Refer to Note 32 - Subsequent Events for further advances after December 31, 2021. [F] NYDIG ABL Master Equipment Finance Agreement with a term of 24. Deferred debt issuance costs of $449,600 are amortized over the term of the loan using the straight-line method. Refer to Note 32 - Subsequent Events for further advances after December 31, 2021. |
Future Scheduled Maturities on the Outstanding Borrowings | Future scheduled maturities on the outstanding borrowings for each of the next three years as of December 31, 2021 are as follows: Years ending December 31: 2022 $ 51,777,764 2023 21,955,328 2024 141,871 $ 73,874,963 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Outstanding Future Commitments | The following table details the total equipment deposits of $130,999,398 as of December 31, 2021: Vendor Model Count Delivery Timeframe Total Commitments Unpaid [A] Transferred to PP&E [B] Equipment Deposits MinerVa [C] MinerVA 15,000 Oct '21 - Apr '22 $ 69,387,550 $ — $ (4,542,572) $ 64,844,978 Cryptech Bitmain 2,400 Nov '21 - Oct '22 12,660,000 (5,591,500) — 7,068,500 Northern Data MicroBT 9,900 Oct '21 - Jan '22 22,061,852 — (10,716,712) 11,345,140 Bitmain Technologies Limited Antminer 12,000 Apr '22 - Dec '22 75,000,000 (35,764,500) — 39,235,500 Northern Data PA. LLC WharsMiners 4,280 Jan '22 - June '22 11,340,374 (2,835,094) — 8,505,280 Totals 43,580 $ 190,449,776 $ (44,191,094) $ (15,259,284) $ 130,999,398 [A] Future commitments still owed to each vendor. Refer to Note 8 - Commitments and Contingencies for further details. [B] Miners that are delivered and physically placed in service are transferred to a fixed asset account at the respective unit price as defined in the agreement. [C] Refer to Note 8 - Commitments and Contingencies for a $3,999,980 refund that reduced the total commitments to $69,387,550 for this vendor. Remaining Purchase Price $ 12,660,000 April 2021 - 30% $ (3,798,000) # Date After down payment $ 8,862,000 1 05/01/21 $ (211,000) $ 8,651,000 3 06/01/21 $ (211,000) $ 8,440,000 4 07/01/21 $ (211,000) $ 8,229,000 5 08/01/21 $ (211,000) $ 8,018,000 6 09/01/21 $ (211,000) $ 7,807,000 7 10/01/21 $ (738,500) $ 7,068,500 8 11/01/21 $ (738,500) $ 6,330,000 9 12/01/21 $ (738,500) $ 5,591,500 10 01/01/22 $ (738,500) $ 4,853,000 11 02/01/22 $ (738,500) $ 4,114,500 12 03/01/22 $ (738,500) $ 3,376,000 13 04/01/22 $ (738,500) $ 2,637,500 14 05/01/22 $ (527,500) $ 2,110,000 15 06/01/22 $ (527,500) $ 1,582,500 16 07/01/22 $ (527,500) $ 1,055,000 17 08/01/22 $ (527,500) $ 527,500 18 09/01/22 $ (527,500) $ — |
RELATED-PARTY TRANSACTIONS (Tab
RELATED-PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Fuel purchases under these agreements for the years ended December 31, 2021 and December 31, 2020 are as follows: December 31, 2021 December 31, 2020 Coal Purchases: Northampton Fuel Supply Company, Inc. $ 163,412 $ — Coal Valley Sales, LLC 934,916 — TOTALS $ 1,098,328 $ — Amounts due to related parties as of December 31, 2021 and 2020: December 31, 2021 December 31, 2020 Payables: Coal Valley Properties, LLC $ 134,452 $ 188,338 Q Power LLC 500,000 510,000 Coal Valley Sales, LLC 202,334 — Panther Creek Energy Services 94,434 Panther Creek Fuel Services 47,967 Northampton Generating Co LP 321,738 Olympus Services LLC 129,735 TOTALS $ 1,430,660 $ 698,338 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Reportable segment results for the years ended are as follows: December 31, 2021 December 31, 2020 Operating Revenues Energy Operations $ 16,123,067 $ 3,526,515 Cryptocurrency Operations 14,792,070 591,869 Total Operating Revenues $ 30,915,137 $ 4,118,384 Net Operating Income/(Loss) Energy Operations $ (17,284,859) $ (2,454,197) Cryptocurrency Operations (4,917,216) 48,960 Net Operating Loss $ (22,202,075) $ (2,405,237) Other Income, net (a) (5,053,254) 2,260,243 Net Loss $ (27,255,329) $ (144,994) Depreciation and Amortization Energy Operations $ (1,305,402) $ (558,630) Cryptocurrency Operations (6,302,319) — Total Depreciation & Amortization $ (7,607,721) $ (558,630) Interest Expense Energy Operations $ (80,866) $ (205,480) Cryptocurrency Operations (4,541,789) — Total Interest Expense $ (4,622,655) $ (205,480) (a) The Company does not allocate other income, net for segment reporting purposes. Amount is shown as a reconciling item between net operating income/(losses) and consolidated income before taxes. Refer to consolidated statement of operations for the years ended December 31, 2021 and 2020 for further details. Energy Operations Cryptocurrency Total Cash $ 714,019 $ 31,076,096 $ 31,790,115 Cryptocurrencies — 10,417,865 10,417,865 Accounts receivable 256,103 1,855,752 2,111,855 Prepaid Insurance 3,150,851 3,150,851 6,301,701 Inventory 3,372,254 — 3,372,254 Other current assets — 661,640 661,640 Security Deposits 348,888 — 348,888 Equipment Deposits — 130,999,398 130,999,398 Property, plant and equipment, net 5,911,638 160,745,517 166,657,155 Land 1,748,440 — 1,748,440 Bonds 211,958 — 211,958 $ 15,714,151 $ 338,907,119 $ 354,621,269 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Total Stock-Based Compensation Expense | The Company recognized total stock-based compensation expense during the years ended December 31, 2021 and 2020, from the following categories: December 31, 2021 December 31, 2020 Restricted stock awards under the Plan 172,800 — Stock option awards under the Plan 3,842,524 — Total stock-based compensation $ 4,015,324 $ — |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The following are the weighted average assumptions used in calculating the fair value of the total stock options granted in 2021 using the Black-Scholes method. December 31, 2021 Weighted-average fair value of options granted $ 7.64 Expected volatility 128.14 % Expected life (in years) 5.77 Risk-free interest rate 0.93 % Expected dividend yield 0.00 % |
Schedule of Stock Options Roll Forward | The following table summarizes the stock option activity (as adjusted) under the plans for the year ended December 31, 2021: Number of Shares Weighted- Average Exercise Price Weighted- Average Contractual Term Aggregate Intrinsic Value (in thousands) Outstanding at January 1, 2021 — $ — $ — Granted 3,379,083 $ 8.91 9.61 $ — Exercised — $ — $ — Cancelled/forfeited — $ — $ — Outstanding at December 31, 2021 3,379,083 $ 8.91 9.61 $ 30,906 Shares vested and expected to vest 3,379,083 $ 8.91 9.61 $ 30,906 Exercisable as of December 31, 2021 428,827 $ 8.48 9.55 $ 4,107 Exercisable as of December 31, 2020 — $ — $ — |
Nonvested Restricted Stock Shares Activity | A summary of the Company's RSU activity in the years ended December 31, 2021 and 2020 is as follows: Number of Shares Weighted Average Grant-Date Fair Value Unvested at January 1, 2020 — $ — Vested — $ — Granted 60,737 $ 11.10 Forfeited — $ — Unvested at December 31, 2021 60,737 $ 11.10 |
STOCK ISSUED UNDER MASTER FIN_2
STOCK ISSUED UNDER MASTER FINANCING AGREEMENTS AND WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Black Scholes Input Assumptions | The following are the Black-Scholes input assumptions for the 97,920 Series A warrants; and the changes in fair values as of April 1, 2021 (date of issuance) and October 19, 2021 (final measurement date) respectively: As of Changes in April 1, 2021 October 19, 2021 Expected volatility 100.2 % 117.6 % 17.4 % Expected life (in years) 4.83 4.83 0 Risk-free interest rate 0.9 % 1.2 % 0.3 % Expected dividend yield 0.00 % 0.00 % 0.0 % Fair value $ 631,897 $ 1,628,311 $ 996,414 The following are the Black-Scholes input assumptions for the 18,170 Series B warrants, and the changes in fair values as of May 14, 2021 (date of issuance) and October 19, 2021 (final measurement date) respectively: As of Changes in Fair Value Inputs May 14, 2021 October 19, 2021 Expected volatility 100.2 % 117.6 % 17.4 % Expected life (in years) 4.8 4.8 0 Risk-free interest rate 0.9 % 1.2 % 0.3 % Expected dividend yield 0.00 % 0.00 % 0.0 % Fair value $ 148,575 $ 295,970 $ 147,395 |
REDEEMABLE COMMON STOCK (Tables
REDEEMABLE COMMON STOCK (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Schedule of Net Mezzanine Equity | The following is a summary of the Series A and Series B valuations and conversions to common equity: Series A Series B Proceeds $ 85,000,000 $ 20,000,305 Transaction Fees (1) : B. Riley Securities (5,100,000) (1,200,000) Legal and Filing Fees (1,226,990) (408,997) Debt issuance costs pertaining to stock registration warrants - refer to Note 14 (631,897) (148,575) Total net mezzanine equity $ 78,041,113 $ 18,242,733 Conversion to common Class A shares $ (78,041,113) $ (18,242,733) Remaining in net mezzanine equity $ — $ — Non- controlling Interest(1) Series A Series B Common Class V Preferred Shares Amount Amount Shares Amount Total Balance - December 31, 2020 $ (2,710,323) — $ — $ — — $ — $ (2,710,323) Net loss - January 1 to March 31, 2021 (167,261) — — — — — (167,261) Balance prior to the reorganization on April 1, 2021 (2,877,584) (2,877,584) Effect of reorganizations Exchange of common shares - Class V — — — — 27,072,000 — — Buyout of Aspen Interest — 576,000 58 — — — 58 Converted to Common Class A — (576,000) (58) — — — (58) Issuance of Series A convertible redeemable preferred units — 9,792,000 78,673,010 — — — 78,673,010 Warrants issued as part of stock registrations — — (631,897) — — — (631,897) Conversion of Series A convertible redeemable preferred units to common stock — (9,792,000) (78,041,113) — — — (78,041,113) Exchange of common units for Class A common shares — — — — (14,400) — — Issuance of Series B convertible redeemable preferred units — — — 18,391,308 — 18,391,308 Net losses for the three months ended Warrants issued as part of stock registrations — — — (148,575) — — (148,575) Net losses for the three months ended Conversion of Series B convertible redeemable preferred units to common stock — — — (18,242,733) — — (18,242,733) Net losses for the nine months ended December 31, 2021 (15,157,875) — — — — — (15,157,875) Maximum redemption right valuation 18,035,459 — — — — 301,052,617 319,088,076 Balance- December 31, 2021 $ — — $ — $ — 27,057,600 $ 301,052,617 $ 301,052,617 _______________ 1 Refer to Note 16- Non-controlling Interests for further discussions |
NON-CONTROLLING INTERESTS (Tabl
NON-CONTROLLING INTERESTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Noncontrolling Interest [Abstract] | |
Schedule of Noncontrolling Ownership Interest | The following summarizes the redeemable common stock adjustments pertaining to the non-controlling interest from April 1, 2021 through December 31, 2021: Temporary Equity Adjustments Balance- April 1, 2021 (1) $ (2,877,584) Net losses for the three months ended June 30, 2021 (2,235,219) Maximum redemption right valuation (2) 172,774,052 Balance- June 30, 2021 $ 167,661,249 Net losses for the three months ended September 30, 2021 (4,328,460) Adjustment of mezzanine equity to redemption amount (3) 79,669,600 Balance- September 30, 2021 $ 243,002,389 Net losses for the three months ended December 31, 2021 (8,594,196) Adjustment of mezzanine equity to redemption amount (4) 66,644,424 Balance- December 31, 2021 $ 301,052,617 1 As of the date of reorganization- refer to Note 1 2 Based on 27,057,600 Common Class V shares outstanding at $6.39 issuance price as of April 1, 2021 3 Based on 27,057,600 Common Class V shares outstanding at $9.33 fair valuation price as of September 30, 2021 4 Based on 27,057,600 Common Class V shares outstanding at $11.79 fair valuation price as of December 31, 2021, using a 10-day variable weighted average price of trading dates; including the closing date |
Schedule of Stockholders Equity | The following summarizes the permanent equity adjustments pertaining to the non-controlling interest from November 2, 2021 (date of issuance) through December 31, 2021: Permanent Equity Adjustments Balance- November 2, 2021 (1) $ 38,315,520 Net losses (645,359) Balance- December 31, 2021 $ 37,670,161 1 As of November 2, 2021, the date of issuance. 1,152,000 Series A Preferred units outstanding at $33.26 per public trading share price (Nasdaq closing price) |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock after the date of the reorganization on April 1, 2021. April 1 to December 31, 2021 Numerator Net Loss (1) $ (27,255,329) Less; net losses attributable to predecessor (1/1-3/31) (238,948) Less; net losses attributable to non-controlling interests $ (15,803,234) Net loss attributable to Class A common shareholders $ (11,213,147) Denominator Weighted average shares of Class A common shares outstanding 5,518,752 Basic net loss per share $ (2.03) __________________ (1) Basic and diluted earnings per share of Class A common stock is presented only for the period after the Company’s Reorganization Transactions. As such, net loss used in the calculation represents the loss during the year ended December 31, 2021 (post-reorganization date of April 1, 2021 through December 31, 2021). |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Securities that could potentially dilute losses per share in the future that were not included in the computation of diluted loss per share at December 31, 2021 because their inclusion would be anti-dilutive are as follows: December 31, 2021 Series A preferred units not yet exchanged for Common A shares 1,152,000 Class V common shares not yet exchanged for Class A common shares 27,057,600 Total 28,209,600 |
ASPEN INTEREST (_OLYMPUS_) BU_2
ASPEN INTEREST (“OLYMPUS”) BUYOUT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Reorganization [Abstract] | |
Partners' Deficit of Aspen Interest | The Partners’ Deficit of the Aspen Interest as of April 1, 2021: Limited Partners Balance - December 31, 2020 $ (1,336,784) Net losses - three months ended March 31, 2021 (71,687) Balance - April 1, 2021 $ (1,408,471) |
SUPPLEMENTAL CASH AND NON-CAS_2
SUPPLEMENTAL CASH AND NON-CASH INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Additional Cash Flow Elements and Supplemental Cash Flow Information [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | Supplementary cash flows disclosures as of December 31, 2021 and 2020: December 31, 2021 December 31, 2020 Equipment financed with debt $ 45,793,381 $ 931,890 Interest Paid $ 1,195,692 $ 205,480 Supplementary non-cash financing activities as of December 31, 2021 and 2020: December 31, 2021 December 31, 2020 Issued as part of equipment debt financing: Warrants- WhiteHawk $ 1,999,396 $ — Common Class A shares- NYDIG 1,389,888 — Warrants issued as part of stock registrations- B.Riley Warrants 780,472 — Series A redeemable and convertible preferred stock- Aspen Interest buyout 5,000,000 — Series A redeemable and convertible preferred stock units- Panther Creek Acquisition 38,315,520 — Premium Financing 6,890,509 — Total $ 54,375,785 $ — |
PROVISIONS FOR INCOME TAXES (Ta
PROVISIONS FOR INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Components of Provision for Income Taxes | The components of the provision for income taxes for the years ended December 31, 2021 and 2020 are as follows: Year ended December 31, 2021 2020 Current income tax provision (benefit): Federal $ — $ — State — — Total current income tax provision $ — $ — Deferred income tax provision (benefit): Federal $ — $ — State — — Total deferred income tax provision (benefit) $ — $ — Total provision for (benefit from) income taxes $ — $ — |
Effective Income Tax Rate Reconciliation | A reconciliation of the statutory federal income tax amount to the recorded expense is as follows: Year ended December 31, 2021 2020 Income tax expense (benefit) at 21% federal statutory rate $ (5,723,619) $ — Income attributable to the pre-incorporation period 50,179 — Income attributable to nontaxable noncontrolling interest 3,318,679 — State income tax expense (benefit), net of federal tax effect (752,955) — Change in valuation allowance 2,756,486 — Other, net 351,230 — Total provision for (benefit from) income taxes $ — $ — |
Components of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2021 and 2020 are as follows: Year ended December 31, 2021 2020 Deferred tax assets: Net operating loss and other carryforwards $ 6,243,820 $ — Investment in Stronghold LLC 3,999,780 — Other — — Total deferred tax assets $ 10,243,600 $ — Valuation allowance $ (10,243,600) $ — Net deferred tax assets $ — $ — Net deferred tax assets (liabilities) $ — $ — |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Other accrued liabilities consisted of the following: December 31, 2021 December 31, 2020 Other Accrued Liabilities: Legal & Professional Fees $ 1,457,727 $ — Payroll & Taxes 73,819 — Shipping & Handling 230,779 Interest expense 79,267 Sales & Use Taxes 2,609,664 — Upcharge penalties reserve 420,126 — Accrued miscellaneous expenses 182,575 828 Total $ 5,053,957 $ 828 |
ACQUISITION (Tables)
ACQUISITION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Fair Value of Identifiable Assets and Liabilities as of Acquisition Date | The following represents the fair value of the identifiable assets and liabilities as of the acquisition date of November 2, 2021: The purchase price allocation is as follows (in thousands): Cash and cash equivalents $ 491 Accounts receivable - trade $ 831 Prepaids and other current assets $ 429 Materials and supplies $ 1,559 Land and Rights of Way $ 1,727 Property, plant and equipment $ 43,782 Accounts payable $ (2,943) Accrued expenses $ (298) Due to related parties $ (73) Total identifiable assets and liabilities $ 45,505 Total purchase consideration 1 $ 45,505 |
BUSINESS COMBINATIONS (Details)
BUSINESS COMBINATIONS (Details) | Oct. 19, 2021USD ($)$ / shares | May 14, 2021USD ($)shares | Apr. 01, 2021USD ($)$ / sharesshares | Mar. 31, 2021asubsidiary | Sep. 24, 2020owner | Feb. 12, 2020 | Dec. 31, 2021USD ($)subsidiaryshares | Dec. 31, 2020USD ($) |
Preferred Units [Line Items] | ||||||||
Sale of stock (in USD per share) | $ / shares | $ 19 | |||||||
Sale of stock, consideration received | $ | $ 131,500,000 | |||||||
Shares issued in business reorganization (in shares) | 576,000 | |||||||
Payment for business reorganization | $ | $ 2,000,000 | $ 2,000,000 | $ 0 | |||||
Consideration transferred | $ | 7,000,000 | |||||||
Equity interest issued value | $ | $ 5,000,000 | |||||||
Issuance price (in USD per share) | $ / shares | $ 8.68 | |||||||
Shares exchanged (in shares) | 14,400 | |||||||
Common stock outstanding (in shares) | 20,016,067 | |||||||
Redeemable Convertible Preferred Stock, Series A | Private Placement | ||||||||
Preferred Units [Line Items] | ||||||||
Stock issued and sold during period (in shares) | 9,792,000 | |||||||
Sale of stock (in USD per share) | $ / shares | $ 8.68 | |||||||
Sale of stock, consideration received | $ | $ 85,000,000 | |||||||
Payments of fees | $ | 6,300,000 | |||||||
Payments of debt issuance costs | $ | $ 631,897 | |||||||
Redeemable Convertible Preferred Stock, Series B | Private Placement | ||||||||
Preferred Units [Line Items] | ||||||||
Stock issued and sold during period (in shares) | 1,817,035 | |||||||
Sale of stock, consideration received | $ | $ 20,000,305 | |||||||
Payments of fees | $ | 1,600,000 | |||||||
Payments of debt issuance costs | $ | $ 148,575 | |||||||
Stronghold LLC | ||||||||
Preferred Units [Line Items] | ||||||||
Shares exchanged in business reorganization (in shares) | 14,400 | |||||||
Q Power LLC | ||||||||
Preferred Units [Line Items] | ||||||||
Shares exchanged (in shares) | 14,400 | |||||||
Q Power LLC | Common Stock - Class V | ||||||||
Preferred Units [Line Items] | ||||||||
Common stock outstanding (in shares) | 27,057,600 | |||||||
Q Power LLC | Common Class A | ||||||||
Preferred Units [Line Items] | ||||||||
Common stock outstanding (in shares) | 14,400 | |||||||
Stronghold LLC | ||||||||
Preferred Units [Line Items] | ||||||||
Ownership percentage by noncontrolling owners | 31.00% | |||||||
Q Power LLC | ||||||||
Preferred Units [Line Items] | ||||||||
Ownership interest per member | 50.00% | |||||||
Number of owners | owner | 2 | |||||||
Q Power LLC | Stronghold LLC | ||||||||
Preferred Units [Line Items] | ||||||||
Shares received in business reorganization (in shares) | 27,072,000 | |||||||
Q Power LLC | Scrubgrass LP | ||||||||
Preferred Units [Line Items] | ||||||||
Ownership interest | 70.00% | |||||||
Q Power LLC | Stronghold Inc. | ||||||||
Preferred Units [Line Items] | ||||||||
Common stock, ownership percentage | 69.00% | |||||||
Q Power LLC | Stronghold LLC | ||||||||
Preferred Units [Line Items] | ||||||||
Ownership interest | 69.00% | 56.10% | ||||||
Q Power LLC | Stronghold Power LLC | ||||||||
Preferred Units [Line Items] | ||||||||
Ownership interest | 100.00% | |||||||
Aspen Scrubgrass Participant LLC | Scrubgrass LP | ||||||||
Preferred Units [Line Items] | ||||||||
Ownership interest | 30.00% | |||||||
Stronghold Inc. | Stronghold LLC | Common Stock - Class V | ||||||||
Preferred Units [Line Items] | ||||||||
Shares exchanged in business reorganization (in shares) | 27,072,000 | |||||||
Stronghold LLC | ||||||||
Preferred Units [Line Items] | ||||||||
Conversion ratio | 100.00% | |||||||
Stronghold LLC | Stronghold Inc. | ||||||||
Preferred Units [Line Items] | ||||||||
Shares exchanged in business reorganization (in shares) | 10,368,000 | |||||||
Limited partners' capital units outstanding (in shares) | 14,400 | |||||||
Preferred units outstanding (in shares) | 10,368,000 | |||||||
Stronghold LLC | Q Power LLC | ||||||||
Preferred Units [Line Items] | ||||||||
Common unit outstanding (in shares) | 27,057,600 | |||||||
Stronghold LLC | Q Power LLC | Common Stock - Class V | ||||||||
Preferred Units [Line Items] | ||||||||
Shares distributed in business reorganization (in shares) | 27,072,000 | |||||||
Scrubgrass Generating Company, L.P. | ||||||||
Preferred Units [Line Items] | ||||||||
Number of subsidiaries | subsidiary | 2 | 2 | ||||||
Clearfield Properties, Inc. | ||||||||
Preferred Units [Line Items] | ||||||||
Area of land (in acres) | a | 175 |
NATURE OF OPERATIONS AND SIGN_4
NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES - Nature of Operations (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)renewal_term | |
Principal Transaction Revenue [Line Items] | |
Contract with supplier, number of renewal terms | renewal_term | 3 |
Reported energy revenue, percentage | 100.00% |
Direct Energy Business Marketing LLC (DEBM) | |
Principal Transaction Revenue [Line Items] | |
Payments to suppliers, monthly amount | $ | $ 7,500 |
NATURE OF OPERATIONS AND SIGN_5
NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES - Digital Currencies (Details) | Dec. 15, 2021USD ($)bitcoin$ / bitcoin | Dec. 31, 2021USD ($)bitcoin | Dec. 31, 2020USD ($) |
Indefinite-lived Intangible Assets [Roll Forward] | |||
Realized gain on sale of digital currencies | $ 149,858 | $ 31,810 | |
Impairments | (1,870,274) | 0 | |
Digital currencies, including restricted amounts | 10,417,865 | ||
Forward sale contract prepayment | $ 7,000,000 | 7,000,000 | 0 |
Digital currencies restricted | 2,699,644 | 0 | |
Digital currencies | $ 7,718,221 | 228,087 | |
Compound Derivative Instrument | |||
Indefinite-lived Intangible Assets [Roll Forward] | |||
Number of derivative instruments to be sold (in bitcoin) | bitcoin | 250 | ||
Derivative floor price (in dollars per bitcoin) | $ / bitcoin | 28,000 | ||
Capped price (in dollars per bitcoin) | $ / bitcoin | 85,500 | ||
Forward sale contract prepayment | $ 7,000,000 | ||
Number of derivative instruments pledged as collateral | bitcoin | 250 | ||
Digital currencies | |||
Indefinite-lived Intangible Assets [Roll Forward] | |||
Digital currencies at beginning of year | $ 228,087 | 15,436 | |
Additions of digital currencies | 12,494,581 | 339,456 | |
Realized gain on sale of digital currencies | 149,858 | 31,810 | |
Impairments | (1,870,274) | 0 | |
Proceeds from sale of digital currencies | (584,387) | (158,615) | |
Digital currencies, including restricted amounts | $ 10,417,865 | $ 228,087 |
NATURE OF OPERATIONS AND SIGN_6
NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES - Accounts Receivable, Cryptocurrency Machines and Waste Ash Sales (Details) | 12 Months Ended | |
Dec. 31, 2021USD ($)T | Dec. 31, 2020USD ($) | |
Property, Plant and Equipment [Line Items] | ||
Accounts receivable, allowance for credit loss, writeoff | $ 244,924 | |
Accounts receivable, allowance for credit loss | $ 0 | $ 0 |
Settlement terms dispute, term | 35 days | |
Percentage paid by buyer of resale price | 50.00% | |
Weight limit purchased by buyer (in tons) | T | 50,000 | |
Cryptocurrency machines | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | two |
NATURE OF OPERATIONS AND SIGN_7
NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES - Warrant Liabilities, Segments, Mezzanine Equity and Loss per Share (Details) | Apr. 01, 2021 | Dec. 31, 2021segmentshares | Dec. 31, 2020shares | Oct. 22, 2021 |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Conversion ratio | 1 | |||
Number of operating segments | segment | 2 | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | shares | 28,209,600 | 0 | ||
Stronghold LLC | Q Power LLC | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Ownership interest | 69.00% | 56.10% |
NATURE OF OPERATIONS AND SIGN_8
NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES - Income Taxes (Details) - subsidiary | Dec. 31, 2021 | Mar. 31, 2021 |
Scrubgrass Generating Company, L.P. | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Number of subsidiaries | 2 | 2 |
INVENTORY (Details)
INVENTORY (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Waste coal | $ 3,238,383 | $ 342,476 |
Fuel oil | 94,913 | 33,243 |
Limestone | 38,958 | 21,173 |
TOTALS | $ 3,372,254 | $ 396,892 |
EQUIPMENT DEPOSITS - Narrative
EQUIPMENT DEPOSITS - Narrative (Details) | 12 Months Ended | |||
Dec. 31, 2021USD ($)minervendor | Dec. 07, 2021miner | Apr. 01, 2021miner | Dec. 31, 2020USD ($) | |
Unrecorded Unconditional Purchase Obligation [Line Items] | ||||
Number of vendors | vendor | 5 | |||
Number of miners | 43,580 | |||
Equipment deposits | $ | $ 130,999,398 | $ 0 | ||
Miner Equipment, Cryptech, Bitmain | ||||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||||
Number of miners | 2,400 | 1,000 | 2,400 | |
Number of miners per month | 200 | 200 | ||
Equipment deposits | $ | $ 7,068,500 |
EQUIPMENT DEPOSITS - Schedule o
EQUIPMENT DEPOSITS - Schedule of Equipment Deposits (Details) | Dec. 31, 2021USD ($)miner | Dec. 21, 2021USD ($) | Dec. 16, 2021USD ($)miner | Dec. 07, 2021USD ($)miner | Dec. 01, 2021USD ($) | Nov. 01, 2021USD ($) | Oct. 01, 2021USD ($) | Sep. 01, 2021USD ($) | Aug. 01, 2021USD ($) | Jul. 01, 2021USD ($) | Jun. 01, 2021USD ($) | May 01, 2021USD ($) | Apr. 14, 2021miner | Apr. 02, 2021USD ($)miner | Apr. 01, 2021USD ($)miner | Dec. 31, 2020USD ($) |
Unrecorded Unconditional Purchase Obligation [Line Items] | ||||||||||||||||
Count | miner | 43,580 | |||||||||||||||
Total Commitments | $ 190,449,776 | |||||||||||||||
Unpaid | (44,191,094) | |||||||||||||||
Transferred to PP&E | (15,259,284) | |||||||||||||||
Equipment deposits | $ 130,999,398 | $ 0 | ||||||||||||||
Minerva, MinerVA | ||||||||||||||||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||||||||||||||||
Count | miner | 15,000 | 15,000 | ||||||||||||||
Total Commitments | $ 69,387,550 | $ 69,387,550 | $ 73,387,500 | |||||||||||||
Unpaid | 0 | |||||||||||||||
Transferred to PP&E | (4,542,572) | |||||||||||||||
Equipment deposits | 64,844,978 | |||||||||||||||
Refund | $ 3,999,980 | |||||||||||||||
Cryptech, Bitmain | ||||||||||||||||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||||||||||||||||
Count | miner | 2,400 | 1,000 | 2,400 | |||||||||||||
Total Commitments | $ 12,660,000 | $ 8,592,000 | $ 7,807,000 | $ 8,018,000 | $ 8,229,000 | $ 8,440,000 | $ 8,651,000 | 8,862,000 | $ 12,660,000 | |||||||
Unpaid | (5,591,500) | $ (5,591,500) | $ (6,330,000) | $ (7,068,500) | $ (8,862,000) | |||||||||||
Transferred to PP&E | 0 | |||||||||||||||
Equipment deposits | $ 7,068,500 | |||||||||||||||
Northern Data, MicroBT | ||||||||||||||||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||||||||||||||||
Count | miner | 9,900 | 9,900 | ||||||||||||||
Total Commitments | $ 22,061,852 | |||||||||||||||
Unpaid | 0 | |||||||||||||||
Transferred to PP&E | (10,716,712) | |||||||||||||||
Equipment deposits | $ 11,345,140 | |||||||||||||||
Bitmain Technologies Limited, Antminer | ||||||||||||||||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||||||||||||||||
Count | miner | 12,000 | |||||||||||||||
Total Commitments | $ 75,000,000 | |||||||||||||||
Unpaid | (35,764,500) | |||||||||||||||
Transferred to PP&E | 0 | |||||||||||||||
Equipment deposits | $ 39,235,500 | |||||||||||||||
Northern Data PA. LLC, WharsMiners | ||||||||||||||||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||||||||||||||||
Count | miner | 4,280 | 4,280 | ||||||||||||||
Total Commitments | $ 11,340,374 | $ 11,340,373 | ||||||||||||||
Unpaid | (2,835,094) | |||||||||||||||
Transferred to PP&E | 0 | |||||||||||||||
Equipment deposits | $ 8,505,280 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization | $ 7,607,721 | $ 558,630 |
Property, Plant And Equipment, Excluding Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 201,286,355 | 34,862,894 |
Accumulated depreciation and amortization | (34,629,200) | (27,048,695) |
TOTALS | 166,657,155 | 7,814,199 |
Electric Plant | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 66,153,985 | 30,288,979 |
Electric Plant | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 10 years | |
Electric Plant | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 60 years | |
Power Transformers | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 7,489,472 | 0 |
Power Transformers | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 8 years | |
Power Transformers | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 30 years | |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 12,015,811 | 2,862,736 |
Machinery and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 5 years | |
Machinery and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 20 years | |
Rolling Stock | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 261,000 | 0 |
Rolling Stock | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 5 years | |
Rolling Stock | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 7 years | |
Cryptocurrency Machines & Powering Supplies | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 78,505,675 | 0 |
Cryptocurrency Machines & Powering Supplies | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 2 years | |
Cryptocurrency Machines & Powering Supplies | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 3 years | |
Computer hardware and software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 56,620 | 5,062 |
Computer hardware and software | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 2 years | |
Computer hardware and software | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 5 years | |
Vehicles & Trailers | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 155,564 | 81,733 |
Vehicles & Trailers | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 2 years | |
Vehicles & Trailers | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 7 years | |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 36,067,776 | 1,544,536 |
Asset retirement obligation | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 580,452 | $ 79,848 |
Asset retirement obligation | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 10 years | |
Asset retirement obligation | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 30 years |
LONG-TERM DEBT - Schedule of Lo
LONG-TERM DEBT - Schedule of Long-Term Debt (Details) - USD ($) | Dec. 31, 2021 | Oct. 21, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 73,874,963 | $ 931,890 | ||
Outstanding loans | 50,099,372 | 449,447 | ||
Deferred debt issuance costs | 2,854,787 | 0 | ||
Discounts from issuance of stock | 1,042,416 | 0 | ||
Discounts from issuance of warrants | 1,499,547 | 0 | ||
Long-term debt less current portions, deferred costs, & discounts | 18,378,841 | 482,443 | ||
Loans payable | $66,076 loan, with interest at 5.55%, due July 2021. | ||||
Debt Instrument [Line Items] | ||||
Debt face amount | $ 66,076 | |||
Interest rate | 5.55% | |||
Long-term debt, gross | $ 3,054 | 16,440 | ||
Loans payable | $75,000 loan, with interest at 12.67%, due April 2021. | ||||
Debt Instrument [Line Items] | ||||
Debt face amount | $ 75,000 | |||
Interest rate | 12.67% | |||
Long-term debt, gross | $ 7,312 | 14,934 | ||
Loans payable | $142,000 loan, with interest at 11.21%, due April 2021. | ||||
Debt Instrument [Line Items] | ||||
Debt face amount | $ 142,000 | |||
Interest rate | 11.21% | |||
Long-term debt, gross | $ 0 | 18,056 | ||
Loans payable | $70,000 loan, with interest at 11.92%, due April 2021. | ||||
Debt Instrument [Line Items] | ||||
Debt face amount | $ 70,000 | |||
Interest rate | 11.92% | |||
Long-term debt, gross | $ 0 | 8,974 | ||
Loans payable | $499,520 loan, with interest at 2.49% due December 2023. | ||||
Debt Instrument [Line Items] | ||||
Debt face amount | $ 499,520 | |||
Interest rate | 2.49% | |||
Long-term debt, gross | $ 232,337 | 333,599 | ||
Loans payable | $499,895 loan, with interest at 2.95% due July 2023. | ||||
Debt Instrument [Line Items] | ||||
Debt face amount | $ 499,895 | |||
Interest rate | 2.95% | |||
Long-term debt, gross | $ 246,720 | 371,490 | ||
Loans payable | $212,675 loan, with interest at 6.75% due October 2022. | ||||
Debt Instrument [Line Items] | ||||
Debt face amount | $ 212,675 | |||
Interest rate | 6.75% | |||
Long-term debt, gross | $ 103,857 | 168,397 | ||
Loans payable | $517,465 loan, with interest at 4.78% due October 2024. | ||||
Debt Instrument [Line Items] | ||||
Debt face amount | $ 517,465 | |||
Interest rate | 4.78% | |||
Long-term debt, gross | $ 490,600 | 0 | ||
Loans payable | $431,825 loan, with interest at 7.60% due April 2024. | ||||
Debt Instrument [Line Items] | ||||
Debt face amount | $ 431,825 | |||
Interest rate | 7.60% | |||
Long-term debt, gross | $ 204,833 | 0 | ||
Loans payable | financing agreement for insurance with interest at 3.45% due July 2022. | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 3.45% | 3.454% | ||
Long-term debt, gross | $ 4,299,721 | $ 5,500,000 | 0 | |
Loans payable | $40,000,000 loan, with interest at 10.00% due June 2023. | ||||
Debt Instrument [Line Items] | ||||
Debt face amount | $ 40,000,000 | $ 40,000,000 | ||
Interest rate | 10.00% | 10.00% | ||
Long-term debt, gross | $ 30,734,045 | 0 | ||
Long-term debt, term | 24 months | |||
Amendment fee | $ 250,000 | |||
Loans payable | $10,641,362 loan, with interest at 10.00% due June 2023. | ||||
Debt Instrument [Line Items] | ||||
Debt face amount | $ 10,641,362 | |||
Interest rate | 10.00% | |||
Long-term debt, gross | $ 8,176,302 | 0 | ||
Long-term debt, term | 24 months | |||
Loans payable | $14,077,800 loan, with interest at 10.00% due June 2023. | ||||
Debt Instrument [Line Items] | ||||
Debt face amount | $ 14,077,800 | |||
Interest rate | 10.00% | |||
Long-term debt, gross | $ 10,816,694 | 0 | ||
Long-term debt, term | 24 months | |||
Loans payable | $17,984,000 maximum advance loan, interest at 9.99% due December 2023. Balance is what has been advanced as of December 31, 2021. | ||||
Debt Instrument [Line Items] | ||||
Debt face amount | $ 17,984,000 | |||
Interest rate | 9.99% | |||
Long-term debt, gross | $ 10,790,400 | 0 | ||
Long-term debt, term | 24 months | |||
Deferred debt issuance costs | $ 449,600 | |||
Loans payable | $17,984,000 maximum advance loan, with interest at 9.99% due December 2023. Balance is what has been advanced as of December 31, 2021. | ||||
Debt Instrument [Line Items] | ||||
Debt face amount | $ 17,984,000 | |||
Interest rate | 9.99% | |||
Long-term debt, gross | $ 7,769,088 | 0 | ||
Long-term debt, term | 24 months | |||
Deferred debt issuance costs | $ 449,600 | |||
Loans payable | $17,984,000 maximum advance loan, 2022 with interest at 9.99% due December 2023. Balance is what has been advanced as of December 31, 2021. | ||||
Debt Instrument [Line Items] | ||||
Debt face amount | $ 17,984,000 | |||
Interest rate | 9.99% | |||
Long-term debt, gross | $ 0 | $ 0 | ||
Long-term debt, term | 24 months | |||
Deferred debt issuance costs | $ 449,600 |
LONG-TERM DEBT - Future Schedul
LONG-TERM DEBT - Future Scheduled Maturities on the Outstanding Borrowings (Details) | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 51,777,764 |
2023 | 21,955,328 |
2024 | 141,871 |
Long-term debt | $ 73,874,963 |
CONCENTRATIONS (Details)
CONCENTRATIONS (Details) - miner | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Concentration Risk [Line Items] | ||||
Number of miners | 43,580 | 43,580 | ||
Revenue | Direct Energy Business Marketing LLC (DEBM) | Customer Concentration Risk | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 100.00% | 100.00% | ||
Accounts receivable | Direct Energy Business Marketing LLC (DEBM) | Customer Concentration Risk | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 100.00% | 14.00% | ||
Purchased Coal | Related Party Concentration Risk | Related Party One | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 30.00% | |||
Purchased Coal | Related Party Concentration Risk | Related Party Two | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 63.00% |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) | Sep. 01, 2022USD ($) | Aug. 01, 2022USD ($) | Jul. 01, 2022USD ($) | Jun. 01, 2022USD ($) | May 01, 2022USD ($) | Apr. 01, 2022USD ($) | Mar. 01, 2022USD ($) | Feb. 01, 2022USD ($) | Jan. 01, 2022USD ($) | Dec. 01, 2021USD ($) | Nov. 29, 2021USD ($)miner | Nov. 26, 2021USD ($)miner | Nov. 23, 2021USD ($)miner | Nov. 18, 2021USD ($) | Nov. 16, 2021USD ($)minerinstallment | Nov. 01, 2021USD ($) | Oct. 29, 2021USD ($) | Oct. 28, 2021USD ($)minerinstallment | Oct. 01, 2021USD ($) | Sep. 01, 2021USD ($) | Aug. 01, 2021USD ($) | Jul. 01, 2021USD ($) | Jun. 02, 2021USD ($) | Jun. 01, 2021USD ($) | May 01, 2021USD ($) | Apr. 30, 2021USD ($) | Apr. 02, 2021USD ($)minerterahash | Apr. 01, 2021USD ($)minerinstallment | Mar. 31, 2020USD ($) | Jan. 31, 2020USD ($) | Feb. 27, 2017USD ($) | Sep. 30, 2022installment | Dec. 31, 2021USD ($)minerinstallment | Mar. 29, 2022miner | Jan. 31, 2022miner | Dec. 21, 2021USD ($) | Dec. 16, 2021USD ($)minerterahash | Dec. 15, 2021USD ($) | Dec. 10, 2021USD ($)minersegment | Dec. 07, 2021USD ($)minerterahash | Nov. 30, 2021USD ($)minerterahash |
Unrecorded Unconditional Purchase Obligation [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Number of miners | miner | 43,580 | ||||||||||||||||||||||||||||||||||||||||
Remaining commitment balance | $ 190,449,776 | ||||||||||||||||||||||||||||||||||||||||
Purchases | $ 738,500 | ||||||||||||||||||||||||||||||||||||||||
Unpaid amount | $ 44,191,094 | ||||||||||||||||||||||||||||||||||||||||
Number of installments | installment | 17 | ||||||||||||||||||||||||||||||||||||||||
Pending Litigation | McClymonds Supply and Transit Company, Inc. | McClymonds Supply & Transit Company, Inc. and DTA, L.P. vs. Scrubgrass Generating Company, L.P. | |||||||||||||||||||||||||||||||||||||||||
Unrecorded Unconditional Purchase Obligation [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Damages sought | $ 5,042,350 | ||||||||||||||||||||||||||||||||||||||||
Pending Litigation | Scrubgrass Generating Company, L.P. | McClymonds Supply & Transit Company, Inc. and DTA, L.P. vs. Scrubgrass Generating Company, L.P. | |||||||||||||||||||||||||||||||||||||||||
Unrecorded Unconditional Purchase Obligation [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Damages sought | $ 6,747,328 | ||||||||||||||||||||||||||||||||||||||||
Pending Litigation | Scrubgrass Generating Company, L.P. | Allegheny Mineral Corporation v. Scrubgrass Generating Company, L.P., Butler County Court of Common Pleas, No. AD 19-11039 | |||||||||||||||||||||||||||||||||||||||||
Unrecorded Unconditional Purchase Obligation [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Damages sought | $ 1,300,000 | ||||||||||||||||||||||||||||||||||||||||
Pending Litigation | Allegheny Mineral Corporation | Allegheny Mineral Corporation v. Scrubgrass Generating Company, L.P., Butler County Court of Common Pleas, No. AD 19-11039 | |||||||||||||||||||||||||||||||||||||||||
Unrecorded Unconditional Purchase Obligation [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Damages sought | $ 1,200,000 | ||||||||||||||||||||||||||||||||||||||||
Miner Equipment, Northern Data PA. LLC | |||||||||||||||||||||||||||||||||||||||||
Unrecorded Unconditional Purchase Obligation [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Number of miner equipment | miner | 3,000 | ||||||||||||||||||||||||||||||||||||||||
Hash rate (in terahash) | segment | 87 | ||||||||||||||||||||||||||||||||||||||||
Price per miner | $ 6,960 | ||||||||||||||||||||||||||||||||||||||||
Cumulative purchase price | $ 20,880,000 | ||||||||||||||||||||||||||||||||||||||||
Master Equipment Finance Agreement Due December2023 | Loans payable | |||||||||||||||||||||||||||||||||||||||||
Unrecorded Unconditional Purchase Obligation [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Debt face amount | $ 53,952,000 | ||||||||||||||||||||||||||||||||||||||||
Miner Equipment, Minerva, MinerVA | |||||||||||||||||||||||||||||||||||||||||
Unrecorded Unconditional Purchase Obligation [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Number of miners | miner | 15,000 | 15,000 | |||||||||||||||||||||||||||||||||||||||
Total terahash delivered by miner (in terahash) | terahash | 1,500,000 | ||||||||||||||||||||||||||||||||||||||||
Price per miner | $ 4,892.5 | ||||||||||||||||||||||||||||||||||||||||
Refund | $ 3,999,980 | ||||||||||||||||||||||||||||||||||||||||
Remaining commitment balance | $ 73,387,500 | 69,387,550 | $ 69,387,550 | ||||||||||||||||||||||||||||||||||||||
Percentage of purchase price | 20.00% | 60.00% | |||||||||||||||||||||||||||||||||||||||
Purchases | $ 14,677,500 | $ 44,032,500 | |||||||||||||||||||||||||||||||||||||||
Unpaid amount | $ 0 | ||||||||||||||||||||||||||||||||||||||||
Number of miners delivered | miner | 1,000 | ||||||||||||||||||||||||||||||||||||||||
Miner Equipment, Minerva, MinerVA | Subsequent Event | |||||||||||||||||||||||||||||||||||||||||
Unrecorded Unconditional Purchase Obligation [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Number of miners delivered | miner | 3,200 | ||||||||||||||||||||||||||||||||||||||||
Number of miners undelivered | miner | 12,000 | ||||||||||||||||||||||||||||||||||||||||
Hardware, Nowlit Solutions Corp | |||||||||||||||||||||||||||||||||||||||||
Unrecorded Unconditional Purchase Obligation [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Remaining commitment balance | $ 0 | ||||||||||||||||||||||||||||||||||||||||
Purchases | $ 5,657,432 | ||||||||||||||||||||||||||||||||||||||||
Miner Equipment, Cryptech, Bitmain | |||||||||||||||||||||||||||||||||||||||||
Unrecorded Unconditional Purchase Obligation [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Number of miners | miner | 2,400 | 2,400 | 1,000 | ||||||||||||||||||||||||||||||||||||||
Remaining commitment balance | $ 7,807,000 | $ 8,018,000 | $ 8,229,000 | $ 8,440,000 | $ 8,651,000 | 8,862,000 | $ 12,660,000 | $ 12,660,000 | $ 8,592,000 | ||||||||||||||||||||||||||||||||
Percentage of purchase price | 30.00% | 70.00% | |||||||||||||||||||||||||||||||||||||||
Purchases | $ 738,500 | $ 738,500 | $ 211,000 | $ 211,000 | $ 211,000 | $ 211,000 | $ 211,000 | $ 3,798,000 | $ 3,270,500 | ||||||||||||||||||||||||||||||||
Unpaid amount | $ 5,591,500 | $ 6,330,000 | $ 7,068,500 | $ 8,862,000 | $ 5,591,500 | ||||||||||||||||||||||||||||||||||||
Number of miners per month | miner | 200 | 200 | |||||||||||||||||||||||||||||||||||||||
Number of installments | installment | 8 | ||||||||||||||||||||||||||||||||||||||||
Hash rate (in tershash) | terahash | 96 | ||||||||||||||||||||||||||||||||||||||||
Miner Equipment, Cryptech, Bitmain | Subsequent Event | |||||||||||||||||||||||||||||||||||||||||
Unrecorded Unconditional Purchase Obligation [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Purchases | $ 738,500 | $ 738,500 | $ 738,500 | ||||||||||||||||||||||||||||||||||||||
Unpaid amount | $ 3,376,000 | $ 4,114,500 | $ 4,853,000 | ||||||||||||||||||||||||||||||||||||||
Miner Equipment, Cryptech, Bitmain | Forecast | |||||||||||||||||||||||||||||||||||||||||
Unrecorded Unconditional Purchase Obligation [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Unpaid amount | $ 0 | $ 527,500 | $ 1,055,000 | $ 1,582,500 | $ 2,110,000 | $ 2,637,500 | |||||||||||||||||||||||||||||||||||
Miner Equipment, Cryptech, Bitmain | Forecast | Subsequent Event | |||||||||||||||||||||||||||||||||||||||||
Unrecorded Unconditional Purchase Obligation [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Purchases | $ 527,500 | $ 527,500 | $ 527,500 | $ 527,500 | $ 527,500 | $ 738,500 | |||||||||||||||||||||||||||||||||||
Number of installments | installment | 9 | ||||||||||||||||||||||||||||||||||||||||
Miner Equipment, Bitmain Technologies Limited | |||||||||||||||||||||||||||||||||||||||||
Unrecorded Unconditional Purchase Obligation [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Number of miners | miner | 1,800 | 12,000 | |||||||||||||||||||||||||||||||||||||||
Remaining commitment balance | $ 19,350,000 | $ 75,000,000 | |||||||||||||||||||||||||||||||||||||||
Purchases | $ 23,300,000 | ||||||||||||||||||||||||||||||||||||||||
Number of miners per month | miner | 300 | 2,000 | |||||||||||||||||||||||||||||||||||||||
Number of installments | installment | 3 | 3 | |||||||||||||||||||||||||||||||||||||||
Delivery period | 6 months | 6 months | |||||||||||||||||||||||||||||||||||||||
Miner Equipment, Bitmain Technologies Limited | Miner Equipment, Bitmain Technologies Limited, Installment One | |||||||||||||||||||||||||||||||||||||||||
Unrecorded Unconditional Purchase Obligation [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Percentage of purchase price | 0.35% | 25.00% | |||||||||||||||||||||||||||||||||||||||
Purchases | $ 6,835,000 | ||||||||||||||||||||||||||||||||||||||||
Miner Equipment, Bitmain Technologies Limited | Miner Equipment, Bitmain Technologies Limited, Installment Two And Three | |||||||||||||||||||||||||||||||||||||||||
Unrecorded Unconditional Purchase Obligation [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Purchases | $ 4,550,000 | ||||||||||||||||||||||||||||||||||||||||
Percentage of installment purchase price assigned | 35.00% | ||||||||||||||||||||||||||||||||||||||||
Miner Equipment, Bitmain Technologies Limited | Miner Equipment, Bitmain Technologies Limited, Installment Two | |||||||||||||||||||||||||||||||||||||||||
Unrecorded Unconditional Purchase Obligation [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Remaining commitment balance | $ 13,000,000 | ||||||||||||||||||||||||||||||||||||||||
Percentage of purchase price | 0.35% | 35.00% | |||||||||||||||||||||||||||||||||||||||
Percentage of installment purchase price assigned | 0.35% | ||||||||||||||||||||||||||||||||||||||||
Miner Equipment, Bitmain Technologies Limited | Miner Equipment, Bitmain Technologies Limited, Installment Three | |||||||||||||||||||||||||||||||||||||||||
Unrecorded Unconditional Purchase Obligation [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Percentage of purchase price | 0.30% | 40.00% | |||||||||||||||||||||||||||||||||||||||
Miner Equipment, Nowlit Solutions Corp. | |||||||||||||||||||||||||||||||||||||||||
Unrecorded Unconditional Purchase Obligation [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Number of miners | miner | 295 | 190 | |||||||||||||||||||||||||||||||||||||||
Purchases | $ 2,486,730 | $ 1,605,360 | |||||||||||||||||||||||||||||||||||||||
Miner Equipment, Luxor Technology Corporation | |||||||||||||||||||||||||||||||||||||||||
Unrecorded Unconditional Purchase Obligation [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Number of miners | miner | 770 | ||||||||||||||||||||||||||||||||||||||||
Remaining commitment balance | $ 6,260,800 | ||||||||||||||||||||||||||||||||||||||||
Purchases | $ 4,312,650 | ||||||||||||||||||||||||||||||||||||||||
Miner Equipment, Luxor Technology Corporation | Miner Equipment, Luxor Technology Corporation, Purchase One | |||||||||||||||||||||||||||||||||||||||||
Unrecorded Unconditional Purchase Obligation [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Number of miners | miner | 750 | 400 | |||||||||||||||||||||||||||||||||||||||
Purchases | $ 5,357,300 | ||||||||||||||||||||||||||||||||||||||||
Hash rate (in tershash) | terahash | 84 | ||||||||||||||||||||||||||||||||||||||||
Miner Equipment, Luxor Technology Corporation | Miner Equipment, Luxor Technology Corporation, Purchase Two | |||||||||||||||||||||||||||||||||||||||||
Unrecorded Unconditional Purchase Obligation [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Number of miners | miner | 500 | 400 | |||||||||||||||||||||||||||||||||||||||
Purchases | $ 3,633,500 | ||||||||||||||||||||||||||||||||||||||||
Hash rate (in tershash) | terahash | 88 | ||||||||||||||||||||||||||||||||||||||||
Northern Data PA. LLC, WharsMiners | |||||||||||||||||||||||||||||||||||||||||
Unrecorded Unconditional Purchase Obligation [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Number of miners | miner | 4,280 | 4,280 | |||||||||||||||||||||||||||||||||||||||
Remaining commitment balance | $ 11,340,374 | $ 11,340,373 | |||||||||||||||||||||||||||||||||||||||
Unpaid amount | $ 2,835,094 | ||||||||||||||||||||||||||||||||||||||||
Hash rate (in tershash) | terahash | 100 | ||||||||||||||||||||||||||||||||||||||||
Miner Equipment, Northern Data PA, LLC, M30S Miner | |||||||||||||||||||||||||||||||||||||||||
Unrecorded Unconditional Purchase Obligation [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Price per miner | $ 2,714 | ||||||||||||||||||||||||||||||||||||||||
Miner Equipment, Northern Data PA, LLC, M30S Miner | Subsequent Event | |||||||||||||||||||||||||||||||||||||||||
Unrecorded Unconditional Purchase Obligation [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Number of miners | miner | 2,140 | ||||||||||||||||||||||||||||||||||||||||
Miner Equipment, Northern Data PA, LLC, M30S+Miners | |||||||||||||||||||||||||||||||||||||||||
Unrecorded Unconditional Purchase Obligation [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Price per miner | $ 3,520 | ||||||||||||||||||||||||||||||||||||||||
Miner Equipment, Northern Data PA, LLC, M30S+Miners | Subsequent Event | |||||||||||||||||||||||||||||||||||||||||
Unrecorded Unconditional Purchase Obligation [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Number of miners | miner | 2,140 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Installments Remaining (Details) - USD ($) | Sep. 01, 2022 | Aug. 01, 2022 | Jul. 01, 2022 | Jun. 01, 2022 | May 01, 2022 | Apr. 01, 2022 | Mar. 01, 2022 | Feb. 01, 2022 | Jan. 01, 2022 | Dec. 01, 2021 | Nov. 01, 2021 | Oct. 01, 2021 | Sep. 01, 2021 | Aug. 01, 2021 | Jul. 01, 2021 | Jun. 01, 2021 | May 01, 2021 | Apr. 01, 2021 | Dec. 31, 2021 | Dec. 07, 2021 | Apr. 02, 2021 |
Unrecorded Unconditional Purchase Obligation [Line Items] | |||||||||||||||||||||
Total Commitments | $ 190,449,776 | ||||||||||||||||||||
Purchases | $ (738,500) | ||||||||||||||||||||
Unpaid amount | $ 44,191,094 | ||||||||||||||||||||
Miner Equipment, Cryptech, Bitmain | |||||||||||||||||||||
Unrecorded Unconditional Purchase Obligation [Line Items] | |||||||||||||||||||||
Percentage of purchase price | 30.00% | 70.00% | |||||||||||||||||||
Total Commitments | $ 7,807,000 | $ 8,018,000 | $ 8,229,000 | $ 8,440,000 | $ 8,651,000 | $ 12,660,000 | $ 12,660,000 | $ 8,592,000 | $ 8,862,000 | ||||||||||||
Purchases | $ (738,500) | $ (738,500) | $ (211,000) | $ (211,000) | $ (211,000) | $ (211,000) | $ (211,000) | $ (3,798,000) | (3,270,500) | ||||||||||||
Unpaid amount | $ 5,591,500 | $ 6,330,000 | $ 7,068,500 | $ 5,591,500 | $ 8,862,000 | ||||||||||||||||
Miner Equipment, Cryptech, Bitmain | Forecast | |||||||||||||||||||||
Unrecorded Unconditional Purchase Obligation [Line Items] | |||||||||||||||||||||
Unpaid amount | $ 0 | $ 527,500 | $ 1,055,000 | $ 1,582,500 | $ 2,110,000 | $ 2,637,500 | |||||||||||||||
Miner Equipment, Cryptech, Bitmain | Subsequent Event | |||||||||||||||||||||
Unrecorded Unconditional Purchase Obligation [Line Items] | |||||||||||||||||||||
Purchases | $ (738,500) | $ (738,500) | $ (738,500) | ||||||||||||||||||
Unpaid amount | $ 3,376,000 | $ 4,114,500 | $ 4,853,000 | ||||||||||||||||||
Miner Equipment, Cryptech, Bitmain | Subsequent Event | Forecast | |||||||||||||||||||||
Unrecorded Unconditional Purchase Obligation [Line Items] | |||||||||||||||||||||
Purchases | $ (527,500) | $ (527,500) | $ (527,500) | $ (527,500) | $ (527,500) | $ (738,500) |
RELATED-PARTY TRANSACTIONS - Na
RELATED-PARTY TRANSACTIONS - Narrative (Details) | Jul. 09, 2022USD ($) | Nov. 02, 2021USD ($) | Aug. 02, 2021USD ($) | Jul. 09, 2021USD ($) | May 10, 2021USD ($) | May 09, 2021USD ($) | Sep. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2021USD ($)$ / TownerT | Dec. 31, 2020USD ($) |
Related Party Transaction [Line Items] | |||||||||||
Due to related parties | $ 1,430,660 | $ 1,430,660 | $ 698,338 | ||||||||
Coal Valley Properties, LLC | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of owners | owner | 1 | ||||||||||
Q Power LLC | Coal Reclamation Partnership | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Ownership percentage by noncontrolling owners | 16.26% | 16.26% | |||||||||
Affiliated Entity | Coal Valley Sales, LLC | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due to related parties | $ 202,334 | $ 202,334 | 0 | ||||||||
Affiliated Entity | Coal Valley Properties, LLC | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due to related parties | 134,452 | 134,452 | $ 188,338 | ||||||||
Affiliated Entity | Panther Creek Fuel Services | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due to related parties | 47,967 | 47,967 | |||||||||
Affiliated Entity | Panther Creek Energy Services | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due to related parties | 94,434 | 94,434 | |||||||||
Affiliated Entity | Northampton Generating Co LP | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due to related parties | 321,738 | $ 321,738 | |||||||||
Affiliated Entity | Notes Payable, Other Payables | William Spence And Greg Beard | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Repayments of related party debt | $ 2,093,018 | ||||||||||
Affiliated Entity | Waste Coal Agreement (the “WCA”) | Coal Valley Sales, LLC | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Waste coal annual quantity committed (in ton) | T | 200,000 | ||||||||||
Waste coal, handling fee (in USD per ton) | $ / T | 6.07 | ||||||||||
Waste coal commitment, units in excess of annual commitment, price per unit (in USD per ton) | $ / T | 1 | ||||||||||
Waste coal commitment, monthly payments | $ 25,000 | ||||||||||
Waste coal commitment, semi-monthly minimum payments | $ 51,000 | ||||||||||
Expenses from transactions with related party | $ 303,500 | ||||||||||
Affiliated Entity | Fuel Service and Beneficial Use Agreement ("FBUA") | Northampton Fuel Supply Company, Inc. | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Expenses from transactions with related party | 163,412 | ||||||||||
Affiliated Entity | Management Fee | Olympus Stronghold Services, LLC | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Expenses from transactions with related party | $ 1,000,000 | ||||||||||
Affiliated Entity | Management Fee | Panther Creek Energy Services | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Expenses from transactions with related party | $ 175,000 | $ 250,000 | |||||||||
Related party transaction, period | 12 months | ||||||||||
Affiliated Entity | Management Fee | Panther Creek Energy Services | Forecast | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Expenses from transactions with related party | $ 325,000 | ||||||||||
Affiliated Entity | Mobilization Fee | Olympus Stronghold Services, LLC | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Expenses from transactions with related party | $ 150,000 | ||||||||||
Affiliated Entity | Operations and Maintenance Agreement | Panther Creek Energy Services | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Expenses from transactions with related party | 1,027,860 | ||||||||||
Affiliated Entity | Management Services Agreement | William Spence | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Expenses from transactions with related party | 600,000 | ||||||||||
Affiliated Entity | Management Services Agreement | Q Power LLC | William Spence | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Monthly management fee | $ 50,000 | $ 25,000 | |||||||||
Chief Executive Officer | Beard Aviation LLC | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Expenses from transactions with related party | $ 69,000 |
RELATED-PARTY TRANSACTIONS - Re
RELATED-PARTY TRANSACTIONS - Related Party Purchases (Details) - Affiliated Entity - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||
Coal purchases from related party | $ 1,098,328 | $ 0 |
Fuel Service and Beneficial Use Agreement ("FBUA") | Northampton Fuel Supply Company, Inc. | ||
Related Party Transaction [Line Items] | ||
Coal purchases from related party | 163,412 | 0 |
Waste Coal Agreement (the “WCA”) | Coal Valley Sales, LLC | ||
Related Party Transaction [Line Items] | ||
Coal purchases from related party | $ 934,916 | $ 0 |
RELATED-PARTY TRANSACTIONS - Am
RELATED-PARTY TRANSACTIONS - Amounts Due to Related Parties (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||
Due to related parties | $ 1,430,660 | $ 698,338 |
Affiliated Entity | Coal Valley Properties, LLC | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 134,452 | 188,338 |
Affiliated Entity | Q Power LLC | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 500,000 | 510,000 |
Affiliated Entity | Coal Valley Sales, LLC | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 202,334 | $ 0 |
Affiliated Entity | Panther Creek Energy Services | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 94,434 | |
Affiliated Entity | Panther Creek Fuel Services | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 47,967 | |
Affiliated Entity | Northampton Generating Co LP | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 321,738 | |
Affiliated Entity | Olympus Services LLC | ||
Related Party Transaction [Line Items] | ||
Due to related parties | $ 129,735 |
PAYCHECK PROTECTION PROGRAM L_2
PAYCHECK PROTECTION PROGRAM LOAN, ECONOMIC INJURY DISASTER LOAN (Details) - Loans payable - USD ($) | Jun. 08, 2021 | Mar. 16, 2021 | Jan. 31, 2021 |
Round 2, Paycheck Protection Program, CARES Act | |||
Debt Instrument [Line Items] | |||
Proceeds from issuance of debt | $ 841,670 | ||
Interest rate | 1.00% | ||
Debt instrument term | 5 years | ||
Round 1, Paycheck Protection Program, CARES Act | |||
Debt Instrument [Line Items] | |||
Forgiveness for loan | $ 638,800 | ||
Economic Injury Disaster Loan (“EIDL”) | |||
Debt Instrument [Line Items] | |||
Repayment of debt | $ 150,000 |
SEGMENT REPORTING - Narrative (
SEGMENT REPORTING - Narrative (Details) | 12 Months Ended | |
Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of operating segments | segment | 2 | |
Assets | $ 354,621,269 | $ 9,362,314 |
Energy Operations | ||
Segment Reporting Information [Line Items] | ||
Assets | 15,714,151 | |
Cryptocurrency Operations | ||
Segment Reporting Information [Line Items] | ||
Assets | $ 338,907,119 |
SEGMENT REPORTING - Results fro
SEGMENT REPORTING - Results from Operating Segments (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Operating Revenues | $ 30,915,137 | $ 4,118,384 |
Net Operating Income/(Loss) | (22,202,075) | (2,405,237) |
Total other income / (expense) | (5,053,254) | 2,260,243 |
NET LOSS | (27,255,329) | (144,994) |
Depreciation and Amortization | (7,607,721) | (558,630) |
Interest Expense | (4,622,655) | (205,480) |
Energy Operations | ||
Segment Reporting Information [Line Items] | ||
Operating Revenues | 16,123,067 | 3,526,515 |
Net Operating Income/(Loss) | (17,284,859) | (2,454,197) |
Depreciation and Amortization | (1,305,402) | (558,630) |
Interest Expense | (80,866) | (205,480) |
Cryptocurrency Operations | ||
Segment Reporting Information [Line Items] | ||
Operating Revenues | 14,792,070 | 591,869 |
Net Operating Income/(Loss) | (4,917,216) | 48,960 |
Depreciation and Amortization | (6,302,319) | 0 |
Interest Expense | $ (4,541,789) | $ 0 |
SEGMENT REPORTING - Schedule of
SEGMENT REPORTING - Schedule of Assets, Operating Segments (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Segment Reporting Information [Line Items] | ||
Cash | $ 31,790,115 | $ 303,187 |
Cryptocurrencies | 10,417,865 | |
Accounts receivable | 2,111,855 | 65,900 |
Prepaid Insurance | 6,301,701 | 0 |
Inventory | 3,372,254 | 396,892 |
Other current assets | 661,640 | 65,831 |
Security Deposits | 348,888 | 0 |
Equipment deposits | 130,999,398 | 0 |
Property, plant and equipment, net | 166,657,155 | 7,814,199 |
Land | 1,748,440 | 0 |
Bonds | 211,958 | 185,245 |
TOTAL ASSETS | 354,621,269 | $ 9,362,314 |
Energy Operations | ||
Segment Reporting Information [Line Items] | ||
Cash | 714,019 | |
Cryptocurrencies | 0 | |
Accounts receivable | 256,103 | |
Prepaid Insurance | 3,150,851 | |
Inventory | 3,372,254 | |
Other current assets | 0 | |
Security Deposits | 348,888 | |
Equipment deposits | 0 | |
Property, plant and equipment, net | 5,911,638 | |
Land | 1,748,440 | |
Bonds | 211,958 | |
TOTAL ASSETS | 15,714,151 | |
Cryptocurrency Operations | ||
Segment Reporting Information [Line Items] | ||
Cash | 31,076,096 | |
Cryptocurrencies | 10,417,865 | |
Accounts receivable | 1,855,752 | |
Prepaid Insurance | 3,150,851 | |
Inventory | 0 | |
Other current assets | 661,640 | |
Security Deposits | 0 | |
Equipment deposits | 130,999,398 | |
Property, plant and equipment, net | 160,745,517 | |
Land | 0 | |
Bonds | 0 | |
TOTAL ASSETS | $ 338,907,119 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2021USD ($)employee$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Oct. 19, 2021shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock compensation expense | $ 4,015,324 | $ 0 | |
Stock compensation expense, tax benefit | 0 | ||
Cost not yet recognized | $ 21,984,773 | ||
Outstanding share options (in shares) | shares | 3,379,083 | 0 | |
New Long-Term Incentive Plan (the “New LTIP”) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized (in shares) | shares | 4,752,000 | ||
Share-based Payment Arrangement, Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock compensation expense | $ 3,842,524 | $ 0 | |
Expected dividend yield | 0.00% | ||
Cost not yet recognized, period for recognition | 2 years 6 months 3 days | ||
Share-based Payment Arrangement, Option | New Long-Term Incentive Plan (the “New LTIP”) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration period from grant date | 10 years | ||
Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding (in shares) | shares | 60,737 | 0 | |
Grant date fair value (in USD per share) | $ / shares | $ 11.10 | $ 0 | |
Stock compensation expense | $ 172,800 | $ 0 | |
Cost not yet recognized, period for recognition | 1 year 9 months 18 days | ||
Unrecognized compensation expense | $ 610,106 | ||
Restricted Stock Units | New Long-Term Incentive Plan (the “New LTIP”) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding (in shares) | shares | 60,737 | ||
Nonvested, number of employee awarded awards | employee | 6 | ||
Grant date fair value (in USD per share) | $ / shares | $ 11.10 | ||
Award vesting period | 10 years |
STOCK-BASED COMPENSATION - Tota
STOCK-BASED COMPENSATION - Total Stock-Based Compensation Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock compensation expense | $ 4,015,324 | $ 0 |
Restricted stock awards under the Plan | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock compensation expense | 172,800 | 0 |
Stock option awards under the Plan | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock compensation expense | $ 3,842,524 | $ 0 |
STOCK-BASED COMPENSATION - Valu
STOCK-BASED COMPENSATION - Valuation Assumptions (Details) - Share-based Payment Arrangement, Option | 12 Months Ended |
Dec. 31, 2021$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted-average fair value of options granted (in USD per share) | $ 7.64 |
Expected volatility | 128.14% |
Expected life (in years) | 5 years 9 months 7 days |
Risk-free interest rate | 0.93% |
Expected dividend yield | 0.00% |
STOCK-BASED COMPENSATION - Stoc
STOCK-BASED COMPENSATION - Stock Options Activity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Number of Shares | |
Outstanding, beginning balance (in shares) | shares | 0 |
Granted (in shares) | shares | 3,379,083 |
Exercised (in shares) | shares | 0 |
Cancelled/forfeited (in shares) | shares | 0 |
Outstanding, ending balance ((in shares) | shares | 3,379,083 |
Shares vested and expected to vest (in shares) | shares | 3,379,083 |
Exercisable at period end (in shares) | shares | 428,827 |
Exercisable as of December 31, 2020 (in shares) | shares | 0 |
Weighted- Average Exercise Price | |
Outstanding, beginning balance (in USD per share) | $ / shares | $ 0 |
Granted (in USD per share) | $ / shares | 8.91 |
Exercised (in USD per share) | $ / shares | 0 |
Cancelled/forfeited (in USD per share) | $ / shares | 0 |
Outstanding, ending balance (in USD per share) | $ / shares | 8.91 |
Shares vested and expected to vest (in USD per share) | $ / shares | 8.91 |
Exercisable at period end (in USD per share) | $ / shares | 8.48 |
Exercisable as of December 31, 2020 (in USD per share) | $ / shares | $ 0 |
Weighted- Average Contractual Term | |
Granted | 9 years 7 months 9 days |
Outstanding at December 31, 2021 | 9 years 7 months 9 days |
Shares vested and expected to vest | 9 years 7 months 9 days |
Exercisable as of December 31, 2021 | 9 years 6 months 18 days |
Aggregate Intrinsic Value (in thousands) | |
Outstanding at January 1, 2021 | $ | $ 0 |
Granted | $ | 0 |
Outstanding at December 31, 2021 | $ | 30,906 |
Shares vested and expected to vest | $ | 30,906 |
Exercisable as of December 31, 2021 | $ | 4,107 |
Exercisable as of December 31, 2020 | $ | $ 0 |
STOCK-BASED COMPENSATION - Nonv
STOCK-BASED COMPENSATION - Nonvested Restricted Stock Activity (Details) - Restricted Stock Units | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Number of Shares | |
Outstanding, beginning balance (in shares) | shares | 0 |
Vested (in shares) | shares | 0 |
Granted (in shares) | shares | 60,737 |
Forfeited (in shares) | shares | 0 |
Outstanding, ending balance (in shares) | shares | 60,737 |
Weighted Average Grant-Date Fair Value | |
Outstanding, beginning balance (in USD per share) | $ / shares | $ 0 |
Vested (in USD per share) | $ / shares | 0 |
Granted (in USD per share) | $ / shares | 11.10 |
Forfeited (in USD per share) | $ / shares | 0 |
Outstanding, ending balance (in USD per share) | $ / shares | $ 11.10 |
STOCK ISSUED UNDER MASTER FIN_3
STOCK ISSUED UNDER MASTER FINANCING AGREEMENTS AND WARRANTS - Narrative (Details) $ / shares in Units, terahash in Millions | Jul. 02, 2021USD ($)loan | Jun. 30, 2021USD ($)shares | Jun. 25, 2021USD ($)shares | May 14, 2021USD ($)$ / sharesshares | Apr. 02, 2021minerterahashshares | Apr. 01, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)miner$ / shares | Dec. 31, 2021USD ($)miner$ / shares | Dec. 31, 2020USD ($) | Oct. 22, 2021$ / sharesshares | Oct. 19, 2021USD ($)$ / shares |
Debt Instrument [Line Items] | |||||||||||
Proceeds from promissory note | $ 24,157,178 | $ 41,435,466 | $ 0 | ||||||||
Number of miners | miner | 43,580 | 43,580 | |||||||||
Common stock, par value (in USD per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Number of shares called by each warrant | shares | 1 | ||||||||||
Fair value of warrants shown in equity | $ 1,924,281 | $ 1,924,281 | |||||||||
Changes in fair value of warrant liabilities | $ 1,143,809 | $ 0 | |||||||||
Minerva, MinerVA | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of miners | miner | 15,000 | 15,000 | 15,000 | ||||||||
Total terahash delivered by miner (in terahash) | terahash | 1.5 | ||||||||||
Number of shares issuable | shares | 443,848 | ||||||||||
Number of miners delivered | miner | 1,000 | 1,000 | |||||||||
Arctos Credit LLC (NYDIG) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
New issues (in shares) | shares | 126,274 | ||||||||||
WhiteHawk Finance LLC | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Proceeds from issuance of warrants | $ 40,000,000 | ||||||||||
WhiteHawk Finance LLC | Note Warrant | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Liability fair value | $ 1,999,396 | ||||||||||
B. Riley Securities, Inc. | Private Placement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Expected life (in years) | 5 years | ||||||||||
Common Class A | WhiteHawk Finance LLC | Note Warrant | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stock issued and sold during period (in shares) | shares | 181,705 | ||||||||||
Expected life (in years) | 10 years | 10 years | |||||||||
Warrant exercise price of warrants (in USD per share) | $ / shares | $ 0.01 | $ 0.01 | |||||||||
Redeemable Convertible Preferred Stock, Series A | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Expected life (in years) | 4 years 9 months 29 days | 4 years 9 months 29 days | |||||||||
Liability fair value | $ 631,897 | $ 0 | $ 0 | $ 1,628,311 | |||||||
Warrant issued | $ 631,897 | 631,897 | |||||||||
Fair value of warrants shown in equity | 1,628,311 | ||||||||||
Changes in fair value of warrant liabilities | 996,414 | ||||||||||
Redeemable Convertible Preferred Stock, Series A | Private Placement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stock issued and sold during period (in shares) | shares | 9,792,000 | ||||||||||
Redeemable Convertible Preferred Stock, Series A | B. Riley Securities, Inc. | Private Placement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
New issues (in shares) | shares | 439,200 | ||||||||||
Expected life (in years) | 5 years | ||||||||||
Warrant exercise price of warrants (in USD per share) | $ / shares | $ 8.68 | ||||||||||
Warrants issued during period (in shares) | shares | 97,920 | ||||||||||
Redeemable Convertible Preferred Stock, Series B | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Expected life (in years) | 4 years 9 months 18 days | 4 years 9 months 18 days | |||||||||
Liability fair value | $ 148,575 | 0 | 0 | $ 295,970 | |||||||
Warrant issued | $ 148,575 | 148,575 | |||||||||
Fair value of warrants shown in equity | 295,970 | ||||||||||
Changes in fair value of warrant liabilities | 147,395 | ||||||||||
Redeemable Convertible Preferred Stock, Series B | Private Placement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stock issued and sold during period (in shares) | shares | 1,817,035 | ||||||||||
Redeemable Convertible Preferred Stock, Series B | B. Riley Securities, Inc. | Private Placement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
New issues (in shares) | shares | 91,619 | ||||||||||
Expected life (in years) | 5 years | ||||||||||
Warrant exercise price of warrants (in USD per share) | $ / shares | $ 11.01 | ||||||||||
Warrants issued during period (in shares) | shares | 18,170 | ||||||||||
Arctos Credit LLC (NYDIG) | Loans payable | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt face amount | $ 34,481,700 | ||||||||||
Number of loans received | loan | 2 | ||||||||||
Interest rate | 10.00% | ||||||||||
Unamortized debt discounts | 1,389,888 | 1,389,888 | |||||||||
Amortization of debt discount | 173,736 | ||||||||||
Standby fee percentage | 1.75% | ||||||||||
Unused borrowings | $ 10,256,922 | ||||||||||
Standby fee expense | 208,816 | ||||||||||
Loan for equipment due June 2023, one | Loans payable | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt face amount | $ 40,000,000 | $ 40,000,000 | $ 40,000,000 | ||||||||
Interest rate | 10.00% | 10.00% | 10.00% | ||||||||
Amortization of debt discount | $ 249,925 | ||||||||||
Long-term debt, term | 24 months | 24 months |
STOCK ISSUED UNDER MASTER FIN_4
STOCK ISSUED UNDER MASTER FINANCING AGREEMENTS AND WARRANTS - Valuation Assumptions (Details) | 12 Months Ended | ||||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Oct. 19, 2021USD ($) | May 14, 2021USD ($)shares | Apr. 01, 2021USD ($)shares | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Changes in fair value of warrant liabilities | $ 1,143,809 | $ 0 | |||
Redeemable Convertible Preferred Stock, Series A | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Expected life (in years) | 4 years 9 months 29 days | 4 years 9 months 29 days | |||
Fair value | $ 0 | $ 1,628,311 | $ 631,897 | ||
Change in expected life (in years) | 0 days | ||||
Changes in fair value of warrant liabilities | $ 996,414 | ||||
Redeemable Convertible Preferred Stock, Series A | Expected volatility | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants, measurement input | 1.176 | 1.002 | |||
Changes in Fair Value Inputs | 17.40% | ||||
Redeemable Convertible Preferred Stock, Series A | Risk-free interest rate | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants, measurement input | 0.012 | 0.009 | |||
Changes in Fair Value Inputs | 0.30% | ||||
Redeemable Convertible Preferred Stock, Series A | Expected dividend yield | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants, measurement input | 0 | 0 | |||
Changes in Fair Value Inputs | 0.00% | ||||
Redeemable Convertible Preferred Stock, Series B | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Expected life (in years) | 4 years 9 months 18 days | 4 years 9 months 18 days | |||
Fair value | $ 0 | $ 295,970 | $ 148,575 | ||
Change in expected life (in years) | 0 days | ||||
Changes in fair value of warrant liabilities | $ 147,395 | ||||
Redeemable Convertible Preferred Stock, Series B | Expected volatility | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants, measurement input | 1.176 | 1.002 | |||
Changes in Fair Value Inputs | 17.40% | ||||
Redeemable Convertible Preferred Stock, Series B | Risk-free interest rate | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants, measurement input | 0.012 | 0.009 | |||
Changes in Fair Value Inputs | 0.30% | ||||
Redeemable Convertible Preferred Stock, Series B | Expected dividend yield | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants, measurement input | 0 | 0 | |||
Changes in Fair Value Inputs | 0.00% | ||||
B. Riley Securities, Inc. | Private Placement | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Expected life (in years) | 5 years | ||||
B. Riley Securities, Inc. | Redeemable Convertible Preferred Stock, Series A | Private Placement | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants issued during period (in shares) | shares | 97,920 | ||||
Expected life (in years) | 5 years | ||||
B. Riley Securities, Inc. | Redeemable Convertible Preferred Stock, Series B | Private Placement | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants issued during period (in shares) | shares | 18,170 | ||||
Expected life (in years) | 5 years |
REDEEMABLE COMMON STOCK - Narra
REDEEMABLE COMMON STOCK - Narrative (Details) | Oct. 22, 2021$ / sharesshares | Oct. 19, 2021USD ($)$ / shares | May 14, 2021USD ($)shares | Apr. 01, 2021USD ($)$ / sharesshares | Dec. 31, 2021vote$ / shares |
Temporary Equity [Line Items] | |||||
Sale of stock (in USD per share) | $ / shares | $ 19 | ||||
Sale of stock, consideration received | $ | $ 131,500,000 | ||||
Conversion ratio | 1 | ||||
Common stock, par value (in USD per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Shares exchanged (in shares) | 14,400 | ||||
Stronghold LLC | |||||
Temporary Equity [Line Items] | |||||
Number of votes | vote | 1 | ||||
Q Power LLC | Stronghold LLC | |||||
Temporary Equity [Line Items] | |||||
Ownership interest | 69.00% | 56.10% | |||
Q Power LLC | |||||
Temporary Equity [Line Items] | |||||
Shares exchanged (in shares) | 14,400 | ||||
Stronghold LLC | |||||
Temporary Equity [Line Items] | |||||
Shares exchanged in business reorganization (in shares) | 14,400 | ||||
Common Stock - Class V | Q Power LLC | Stronghold LLC | |||||
Temporary Equity [Line Items] | |||||
Shares distributed in business reorganization (in shares) | 27,072,000 | ||||
Redeemable Convertible Preferred Stock, Series A | |||||
Temporary Equity [Line Items] | |||||
Number of shares converted | 9,792,000 | ||||
Redeemable Convertible Preferred Stock, Series A | Private Placement | |||||
Temporary Equity [Line Items] | |||||
Stock issued and sold during period (in shares) | 9,792,000 | ||||
Sale of stock (in USD per share) | $ / shares | $ 8.68 | ||||
Sale of stock, consideration received | $ | $ 85,000,000 | ||||
Payments of fees | $ | 6,300,000 | ||||
Payments of debt issuance costs | $ | $ 631,897 | ||||
Redeemable Convertible Preferred Stock, Series B | |||||
Temporary Equity [Line Items] | |||||
Number of shares converted | 1,816,994 | ||||
Redeemable Convertible Preferred Stock, Series B | Private Placement | |||||
Temporary Equity [Line Items] | |||||
Stock issued and sold during period (in shares) | 1,817,035 | ||||
Sale of stock, consideration received | $ | $ 20,000,305 | ||||
Payments of fees | $ | 1,600,000 | ||||
Payments of debt issuance costs | $ | $ 148,575 | ||||
Common Class A | |||||
Temporary Equity [Line Items] | |||||
Conversion ratio | 1 | 1 | |||
Redemption ratio | 100.00% |
REDEEMABLE COMMON STOCK - Serie
REDEEMABLE COMMON STOCK - Series A and B Valuations and Conversions to Common Equity (Details) - USD ($) | Oct. 19, 2021 | May 14, 2021 | Apr. 01, 2021 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 |
Temporary Equity [Line Items] | |||||||
Proceeds | $ 131,500,000 | ||||||
Remaining in net mezzanine equity | $ 301,052,617 | $ 243,002,389 | $ 167,661,249 | $ (2,877,584) | |||
Redeemable Convertible Preferred Stock, Series A | |||||||
Temporary Equity [Line Items] | |||||||
Conversion to common Class A shares | $ (78,041,113) | ||||||
Remaining in net mezzanine equity | 0 | ||||||
Redeemable Convertible Preferred Stock, Series A | Private Placement | |||||||
Temporary Equity [Line Items] | |||||||
Proceeds | 85,000,000 | ||||||
Transaction Fees | (6,300,000) | ||||||
Debt issuance costs pertaining to stock registration warrants - refer to Note 14 | (631,897) | ||||||
Total net mezzanine equity | 78,041,113 | ||||||
Redeemable Convertible Preferred Stock, Series A | Private Placement | B. Riley Securities | |||||||
Temporary Equity [Line Items] | |||||||
Transaction Fees | (5,100,000) | ||||||
Redeemable Convertible Preferred Stock, Series A | Private Placement | Vinson & Elkins L.L.P. | |||||||
Temporary Equity [Line Items] | |||||||
Transaction Fees | $ (1,226,990) | ||||||
Redeemable Convertible Preferred Stock, Series B | |||||||
Temporary Equity [Line Items] | |||||||
Conversion to common Class A shares | $ (18,242,733) | ||||||
Remaining in net mezzanine equity | 0 | ||||||
Redeemable Convertible Preferred Stock, Series B | Private Placement | |||||||
Temporary Equity [Line Items] | |||||||
Proceeds | 20,000,305 | ||||||
Transaction Fees | (1,600,000) | ||||||
Debt issuance costs pertaining to stock registration warrants - refer to Note 14 | (148,575) | ||||||
Total net mezzanine equity | 18,242,733 | ||||||
Redeemable Convertible Preferred Stock, Series B | Private Placement | B. Riley Securities | |||||||
Temporary Equity [Line Items] | |||||||
Transaction Fees | (1,200,000) | ||||||
Redeemable Convertible Preferred Stock, Series B | Private Placement | Vinson & Elkins L.L.P. | |||||||
Temporary Equity [Line Items] | |||||||
Transaction Fees | $ (408,997) |
REDEEMABLE COMMON STOCK - Sched
REDEEMABLE COMMON STOCK - Schedule of Redeemable Common Stock (Details) - USD ($) | May 14, 2021 | Apr. 01, 2021 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2021 |
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||
General partners, beginning balance | $ (2,877,584) | $ (2,877,584) | $ (2,710,323) | $ (2,877,584) | $ (2,710,323) | |||
Net losses attributable to non controlling interest | (15,803,234) | (15,803,234) | ||||||
General partners, ending balance | (2,877,584) | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Buyout of Aspen Interest | 58 | |||||||
Converted to Common Class A | (58) | |||||||
Maximum redemption right valuation | $ 66,644,424 | $ 79,669,600 | 172,774,052 | 319,088,076 | ||||
Ending balance | 301,052,617 | 301,052,617 | $ 301,052,617 | |||||
Accumulated Deficit | ||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||
Net losses attributable to non controlling interest | $ (8,594,196) | $ (4,328,460) | $ (2,235,219) | (15,157,875) | ||||
General Partners | ||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||
Net losses attributable to non controlling interest | $ (167,261) | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Maximum redemption right valuation | $ 18,035,459 | |||||||
Redeemable Convertible Preferred Stock, Series A | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Buyout of Aspen Interest (in shares) | 576,000 | |||||||
Buyout of Aspen Interest | $ 58 | |||||||
Converted to Common Class A (in shares) | (576,000) | |||||||
Converted to Common Class A | $ (58) | |||||||
Issuance of convertible redeemable preferred units (in shares) | 9,792,000 | |||||||
Issuance of convertible redeemable preferred units | $ 78,673,010 | |||||||
Warrants issued as part of stock registrations | $ (631,897) | $ (631,897) | ||||||
Conversion of units (in shares) | (9,792,000) | |||||||
Conversion of units | $ (78,041,113) | |||||||
Ending balance (in shares) | 0 | 0 | 0 | |||||
Ending balance | $ 0 | $ 0 | $ 0 | |||||
Redeemable Convertible Preferred Stock, Series B | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Issuance of convertible redeemable preferred units | 18,391,308 | |||||||
Warrants issued as part of stock registrations | $ (148,575) | (148,575) | ||||||
Conversion of units | (18,242,733) | |||||||
Ending balance | $ 0 | $ 0 | $ 0 | |||||
Common Stock - Class V | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Beginning balance (in shares) | 27,057,600 | |||||||
Exchange of common shares - Class V (in shares) | 27,072,000 | |||||||
Conversion of units (in shares) | (14,400) | |||||||
Maximum redemption right valuation | $ 301,052,617 | |||||||
Ending balance (in shares) | 27,057,600 | 27,057,600 | 27,057,600 | 27,057,600 | 27,057,600 | |||
Ending balance | $ 301,052,617 | $ 301,052,617 | $ 301,052,617 |
NON-CONTROLLING INTERESTS - Nar
NON-CONTROLLING INTERESTS - Narrative (Details) - vote | Apr. 01, 2021 | Dec. 31, 2021 |
Olympus Power LLC | ||
Noncontrolling Interest [Line Items] | ||
Conversion ratio | 100.00% | |
Redemption ratio | 100.00% | |
Stronghold LLC | ||
Noncontrolling Interest [Line Items] | ||
Number of votes | 1 | |
Stronghold LLC | Q Power LLC | ||
Noncontrolling Interest [Line Items] | ||
Ownership interest | 69.00% | 56.10% |
Stronghold LLC | Olympus Power LLC | ||
Noncontrolling Interest [Line Items] | ||
Ownership interest | 2.40% |
NON-CONTROLLING INTERESTS - Red
NON-CONTROLLING INTERESTS - Redeemable Common Stock Adjustments (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Apr. 01, 2021 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Redeemable common stock, beginning balance | $ 243,002,389 | $ 167,661,249 | $ (2,877,584) | $ (2,877,584) | ||
Net losses attributable to non controlling interest | (15,803,234) | $ (15,803,234) | ||||
Maximum redemption right valuation and adjustments | 66,644,424 | 79,669,600 | 172,774,052 | 319,088,076 | ||
Redeemable common stock, ending balance | 301,052,617 | 243,002,389 | 167,661,249 | 301,052,617 | 301,052,617 | |
Accumulated Deficit | ||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Net losses attributable to non controlling interest | (8,594,196) | $ (4,328,460) | $ (2,235,219) | (15,157,875) | ||
Common Stock - Class V | ||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Maximum redemption right valuation and adjustments | 301,052,617 | |||||
Redeemable common stock, ending balance | $ 301,052,617 | $ 301,052,617 | $ 301,052,617 | |||
Common stock - Class V, outstanding (in shares) | 27,057,600 | 27,057,600 | 27,057,600 | 27,057,600 | 27,057,600 | |
Mezzanine equity, fair value per share (in USD per share) | $ 11.79 | $ 9.33 | $ 11.79 | $ 11.79 | $ 6.39 |
NON-CONTROLLING INTERESTS - Per
NON-CONTROLLING INTERESTS - Permanent Equity Adjustments (Details) | 2 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2021USD ($)shares | Dec. 31, 2021USD ($)shares | Dec. 31, 2021USD ($)shares | Nov. 02, 2021$ / sharesshares | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net losses attributable to non controlling interest | $ (15,803,234) | $ (15,803,234) | ||
Ending balance | $ (59,164,778) | $ (59,164,778) | $ (59,164,778) | |
Preferred stock, issued (in shares) | shares | 1,152,000 | 1,152,000 | 1,152,000 | 1,152,000 |
Redeemable Convertible Preferred Stock, Series A | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Preferred stock, issued (in USD per share) | $ / shares | $ 33.26 | |||
Preferred Stock | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance | $ 38,315,520 | |||
Net losses attributable to non controlling interest | (645,359) | $ (645,359) | ||
Ending balance | $ 37,670,161 | $ 37,670,161 | $ 37,670,161 |
EARNINGS (LOSS) PER SHARE - Sch
EARNINGS (LOSS) PER SHARE - Schedule of Earnings per Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Numerator | |||||
Net Loss | $ (27,255,329) | $ (144,994) | |||
Net losses attributable to non controlling interest | $ (15,803,234) | $ (15,803,234) | |||
NET LOSS - attributable to predecessor (1/1-3/31) / Stronghold Digital Mining, Inc | $ (238,948) | $ (11,213,147) | $ (144,994) | ||
Denominator | |||||
Weighted average shares of Class A common shares outstanding (in shares) | [1] | 5,518,752 | |||
Basic net loss per share (in USD per share) | [1] | $ (2.03) | |||
[1] | Basic and diluted loss per share of Class A common stock is presented only for the period after the Company’s Reorganization Transactions. See Note 1 - Business Combinations for a description of the Reorganization Transactions. See Note 17 - Earnings (Loss) Per Share for the calculation of loss per share. |
EARNINGS (LOSS) PER SHARE - Pot
EARNINGS (LOSS) PER SHARE - Potentially Dilutive Securities (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 28,209,600 | 0 |
Preferred Stock | Redeemable Convertible Preferred Stock, Series A | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,152,000 | |
Common Stock - Class V | Common Class V | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 27,057,600 |
RENEWABLE ENERGY CREDITS (Detai
RENEWABLE ENERGY CREDITS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Renewable Energy Credits [Abstract] | ||
Renewable energy credits, utilized | $ (1,736,071) | $ (35,493) |
ASPEN INTEREST (_OLYMPUS_) BU_3
ASPEN INTEREST (“OLYMPUS”) BUYOUT - Narrative (Details) - USD ($) | Apr. 01, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Reorganization [Abstract] | |||
Shares issued in business reorganization (in shares) | 576,000 | ||
Issuance price (in USD per share) | $ 8.68 | ||
Equity interest issued value | $ 5,000,000 | ||
Payment for business reorganization | 2,000,000 | $ 2,000,000 | $ 0 |
Consideration transferred | $ 7,000,000 |
ASPEN INTEREST (_OLYMPUS_) BU_4
ASPEN INTEREST (“OLYMPUS”) BUYOUT - Partners' Deficit of Aspen Interest (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Increase (Decrease) in Partners' Capital [Roll Forward] | |
Limited partners, beginning balance | $ (1,336,784) |
Net losses - three months ended March 31, 2021 | $ (71,687) |
SUPPLEMENTAL CASH AND NON-CAS_3
SUPPLEMENTAL CASH AND NON-CASH INFORMATION (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Noncash or Part Noncash Acquisitions [Line Items] | ||
Equipment financed with debt | $ 45,793,381 | $ 931,890 |
Interest Paid | 1,195,692 | 205,480 |
Issued as part of equipment debt financing: | ||
Warrants- WhiteHawk | 1,999,396 | 0 |
Warrants issued as part of stock registrations- B.Riley Warrants | 780,472 | 0 |
Premium Financing | 6,890,509 | 0 |
Total | 54,375,785 | 0 |
Common Class A | ||
Issued as part of equipment debt financing: | ||
Stock issued | 1,389,888 | 0 |
Redeemable Convertible Preferred Stock, Series A | ||
Issued as part of equipment debt financing: | ||
Stock issued | 5,000,000 | 0 |
Redeemable Convertible Preferred Stock Units, Series A | ||
Issued as part of equipment debt financing: | ||
Stock issued | $ 38,315,520 | $ 0 |
TAX RECEIVABLE AGREEMENT (Detai
TAX RECEIVABLE AGREEMENT (Details) - USD ($) | Apr. 01, 2021 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Tax receivable agreement, percentage | 85.00% | |
Tax receivable agreement, deferred tax asset | $ 0 | |
Tax receivable agreement, deferred tax liability | $ 0 |
PROVISIONS FOR INCOME TAXES - N
PROVISIONS FOR INCOME TAXES - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Income tax expense (benefit) | $ 0 | $ 0 |
Net deferred tax assets | 0 | 0 |
Valuation allowance | 10,243,600 | 0 |
Deferred income tax expense (benefit) | 0 | $ 0 |
Domestic Tax Authority | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 27,700,000 | |
State and Local Jurisdiction | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 5,700,000 |
PROVISIONS FOR INCOME TAXES - C
PROVISIONS FOR INCOME TAXES - Components of Provision for Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current income tax provision (benefit): | ||
Federal | $ 0 | $ 0 |
State | 0 | 0 |
Total current income tax provision | 0 | 0 |
Deferred income tax provision (benefit): | ||
Federal | 0 | 0 |
State | 0 | 0 |
Total deferred income tax provision (benefit) | 0 | 0 |
Total | $ 0 | $ 0 |
PROVISIONS FOR INCOME TAXES - E
PROVISIONS FOR INCOME TAXES - Effective Income Tax Rate Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense (benefit) at 21% federal statutory rate | $ (5,723,619) | $ 0 |
Income attributable to the pre-incorporation period | 50,179 | 0 |
Income attributable to nontaxable noncontrolling interest | 3,318,679 | 0 |
State income tax expense (benefit), net of federal tax effect | (752,955) | 0 |
Change in valuation allowance | 2,756,486 | 0 |
Other, net | 351,230 | 0 |
Total | $ 0 | $ 0 |
PROVISIONS FOR INCOME TAXES -_2
PROVISIONS FOR INCOME TAXES - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss and other carryforwards | $ 6,243,820 | $ 0 |
Investment in Stronghold LLC | 3,999,780 | 0 |
Other | 0 | 0 |
Total deferred tax assets | 10,243,600 | 0 |
Valuation allowance | (10,243,600) | 0 |
Net deferred tax assets | 0 | 0 |
Net deferred tax assets | 0 | 0 |
Deferred tax liabilities | $ 0 | $ 0 |
PREPAID INSURANCE (Details)
PREPAID INSURANCE (Details) - USD ($) | Oct. 21, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Other Current Assets [Line Items] | |||
Prepaid Insurance | $ 6,301,701 | $ 0 | |
Directors and Officers Liability Insurance | |||
Other Current Assets [Line Items] | |||
Prepaid Insurance | 5,519,816 | ||
Prepaid insurance, premium | $ 6,900,000 | $ 6,890,509 | |
Prepaid insurance, term | 12 months | ||
Prepaid insurance, monthly premium | $ 574,209 | ||
Commercial Property and Risk Coverages | |||
Other Current Assets [Line Items] | |||
Prepaid Insurance | 781,885 | ||
financing agreement for insurance with interest at 3.45% due July 2022. | Loans payable | |||
Other Current Assets [Line Items] | |||
Down payment | $ 1,400,000 | $ 1,378,102 |
ACCRUED LIABILITIES (Details)
ACCRUED LIABILITIES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Other Accrued Liabilities: | ||
Legal & Professional Fees | $ 1,457,727 | $ 0 |
Payroll & Taxes | 73,819 | 0 |
Shipping & Handling | 230,779 | |
Interest expense | 79,267 | |
Sales & Use Taxes | 2,609,664 | 0 |
Upcharge penalties reserve | 420,126 | 0 |
Accrued miscellaneous expenses | 182,575 | 828 |
Total | $ 5,053,957 | $ 828 |
ACQUISITION - Narrative (Detail
ACQUISITION - Narrative (Details) - Panther Creek Power Operating LLC - USD ($) $ in Thousands | Nov. 02, 2021 | Nov. 05, 2021 | Jul. 09, 2021 |
Asset Acquisition [Line Items] | |||
Cash payment to acquire asset, gross | $ 3,000 | ||
Payment to acquire asset, net of cash acquired | $ 2,192 | ||
Percentage of land closing costs share | 50.00% | ||
Equity interest issued (in shares) | 1,152,000 | ||
Number of shares called by each unit or stock | 1 | ||
Number of shares called by redemption | 1,152,000 | ||
Member Units | |||
Asset Acquisition [Line Items] | |||
Equity interest issued (in shares) | 1,152,000 |
ACQUISITION - Fair Value of Ide
ACQUISITION - Fair Value of Identifiable Assets and Liabilities as of Acquisition Date (Details) - Panther Creek Power Operating LLC | Nov. 02, 2021USD ($)shares |
The purchase price allocation is as follows (in thousands): | |
Cash and cash equivalents | $ 491,000 |
Accounts receivable - trade | 831,000 |
Prepaids and other current assets | 429,000 |
Materials and supplies | 1,559,000 |
Land and Rights of Way | 1,727,000 |
Property, plant and equipment | 43,782,000 |
Accounts payable | (2,943,000) |
Accrued expenses | (298,000) |
Due to related parties | (73,000) |
Total identifiable assets and liabilities | 45,505,000 |
Purchase price consideration | 45,505,000 |
Equity interest issued value | $ 38,316,000 |
Equity interest issued (in shares) | shares | 1,152,000 |
Payment to acquire asset, net of cash acquired | $ 2,192,000 |
Percentage of land closing costs share | 50.00% |
Land closing costs share amount | $ 808,000 |
Asset Retirement Obligation | |
The purchase price allocation is as follows (in thousands): | |
Asset acquisition, consideration transferred, liabilities incurred | 501,000 |
Notes Payable, Other Payables | |
The purchase price allocation is as follows (in thousands): | |
Asset acquisition, consideration transferred, liabilities incurred | 218,000 |
Legal and Professional Fees | |
The purchase price allocation is as follows (in thousands): | |
Asset acquisition, consideration transferred, liabilities incurred | 613,000 |
Existing Relationship Payables | |
The purchase price allocation is as follows (in thousands): | |
Asset acquisition, consideration transferred, liabilities incurred | $ 3,665,000 |
VARIABLE PREPAID FORWARD SALE_2
VARIABLE PREPAID FORWARD SALES CONTRACT DERIVATIVE (Details) | Dec. 15, 2021USD ($)bitcoin$ / bitcoin | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Derivative [Line Items] | |||
Forward sale contract prepayment | $ 7,000,000 | $ 7,000,000 | $ 0 |
Forward sale contract | 7,116,488 | 0 | |
Changes in fair value of forward sale derivative | $ 116,488 | $ 0 | |
Compound Derivative Instrument | |||
Derivative [Line Items] | |||
Number of derivative instruments to be sold (in bitcoin) | bitcoin | 250 | ||
Derivative floor price (in dollars per bitcoin) | $ / bitcoin | 28,000 | ||
Forward sale contract prepayment | $ 7,000,000 | ||
Capped price (in dollars per bitcoin) | $ / bitcoin | 85,500 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - USD ($) $ / shares in Units, $ in Millions | Oct. 19, 2021 | Dec. 31, 2021 | Oct. 22, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Sale of stock (in USD per share) | 19 | ||
Sale of stock, stock issuance costs (in USD per share) | $ 1.33 | ||
Sale of stock, consideration received | $ 131.5 | ||
IPO | |||
Subsidiary, Sale of Stock [Line Items] | |||
Stock issued and sold during period (in shares) | 7,690,400 | ||
IPO, Firm Shares | |||
Subsidiary, Sale of Stock [Line Items] | |||
Stock issued and sold during period (in shares) | 6,687,305 | ||
Over-Allotment Option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Stock issued and sold during period (in shares) | 1,003,095 |
HOSTING SERVICES AGREEMENT (Det
HOSTING SERVICES AGREEMENT (Details) | Mar. 28, 2022miner$ / terahash | Oct. 31, 2021$ / kWh | Dec. 31, 2021miner | Apr. 14, 2021miner |
Unrecorded Unconditional Purchase Obligation [Line Items] | ||||
Number of miners | 43,580 | |||
Price deducted for power used (in USD per kilowatt-hours) | $ / kWh | 0.027 | |||
Percentage of revenue for company | 65.00% | |||
Percentage of revenue for counterparty | 35.00% | |||
Northern Data, MicroBT | ||||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||||
Number of miners | 9,900 | 9,900 | ||
Northern Data, MicroBT | Subsequent Event | ||||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||||
Number of miners | 2,675 | |||
Period obligation due after delivery of miner equipment | 5 months | |||
Miner equipment, cost per terrahash (in USD per terrahash) | $ / terahash | 37.5 |
PREMIUM FINANCING AGREEMENT (De
PREMIUM FINANCING AGREEMENT (Details) - USD ($) | Oct. 21, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 73,874,963 | $ 931,890 | |
Directors and Officers Liability Insurance | |||
Debt Instrument [Line Items] | |||
Prepaid insurance, premium | $ 6,900,000 | $ 6,890,509 | |
financing agreement for insurance with interest at 3.45% due July 2022. | Loans payable | |||
Debt Instrument [Line Items] | |||
Debt instrument term | 9 months | ||
Interest rate | 3.454% | 3.45% | |
Down payment | $ 1,400,000 | $ 1,378,102 | |
Monthly payments | 621,300 | ||
Long-term debt, gross | $ 5,500,000 | $ 4,299,721 | $ 0 |
COVENANTS (Details)
COVENANTS (Details) - Loan for equipment due June 2023, one - Loans payable | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
Amendment fee | $ 250,000 |
Debt Instrument [Line Items] | |
Amendment fee | $ 250,000 |
NON-EMPLOYEE DIRECTORS COMPEN_2
NON-EMPLOYEE DIRECTORS COMPENSATION POLICY (Details) | Dec. 31, 2021USD ($) |
Equity [Abstract] | |
Accrued compensation costs for non-employee directors | $ 75,000 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | Jan. 11, 2022nonemployee_directorshares | Jan. 03, 2022USD ($)minerJcontainerpetahashday | Feb. 28, 2022USD ($) | Mar. 29, 2022miner | Mar. 28, 2022USD ($)miner$ / shares$ / terahashshares | Jan. 31, 2022USD ($)miner | Jan. 10, 2022USD ($)shares | Dec. 31, 2021USD ($)miner | Dec. 15, 2021USD ($) | Jun. 30, 2021USD ($) | Apr. 14, 2021miner | Apr. 02, 2021miner | Dec. 31, 2020USD ($) |
Subsequent Event [Line Items] | |||||||||||||
Number of miners | miner | 43,580 | ||||||||||||
Long-term debt, gross | $ 73,874,963 | $ 931,890 | |||||||||||
Minerva, MinerVA | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Number of miners | miner | 15,000 | 15,000 | |||||||||||
Number of miners delivered | miner | 1,000 | ||||||||||||
Northern Data, MicroBT | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Number of miners | miner | 9,900 | 9,900 | |||||||||||
Master Equipment Finance Agreement Due December2023 | Loans payable | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt face amount | $ 53,952,000 | ||||||||||||
Long-term debt, gross | $ 18,559,488 | ||||||||||||
$40,000,000 loan, with interest at 10.00% due June 2023. | Loans payable | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Amendment fee | 250,000 | ||||||||||||
Debt face amount | 40,000,000 | $ 40,000,000 | |||||||||||
Long-term debt, gross | $ 30,734,045 | $ 0 | |||||||||||
Subsequent Event | Non-Employee Directors Compensation Policy | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Number of nonemployee directors issued common stock shares | nonemployee_director | 4 | ||||||||||||
Subsequent Event | Miner Equipment, Northern Data PA, LLC, M30S+Miners | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Number of miners | miner | 2,140 | ||||||||||||
Subsequent Event | Miner Equipment, Northern Data PA, LLC, M30S Miner | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Number of miners | miner | 2,140 | ||||||||||||
Subsequent Event | Minerva, MinerVA | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Number of miners delivered | miner | 3,200 | ||||||||||||
Number of miners exchanged for collateral | miner | 11,700 | ||||||||||||
Number of miners undelivered | miner | 12,000 | ||||||||||||
Subsequent Event | Northern Data, MicroBT | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Number of miners | miner | 2,675 | ||||||||||||
Miner equipment, cost per terrahash (in USD per terrahash) | $ / terahash | 37.5 | ||||||||||||
Subsequent Event | Asset Purchase Agreement with Treis Blockchain LLC | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Initial purchase price | $ 7,000,000 | ||||||||||||
Number of miners acquired | miner | 1,000 | ||||||||||||
Number of petahash per second (at least) | petahash | 60 | ||||||||||||
Number of joules per terahash | J | 60 | ||||||||||||
Number of power containers acquired | container | 5 | ||||||||||||
Average daily price of bitcoin , trigger amount | $ 100,000 | ||||||||||||
Number of consecutive days of average daily price of bitcoin (in days) | day | 15 | ||||||||||||
Average daily price of bitcoin trigger met, one-time payment due | $ 200,000 | ||||||||||||
Average daily price of bitcoin trigger met, one-time payment due, period | 5 days | ||||||||||||
Subsequent Event | Asset Purchase Agreement with Treis Blockchain LLC | Forty Foot Container with Three 600-Amp Panels and Raritan PX2-5956XV Power Distribution Units | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Number of power containers acquired | container | 3 | ||||||||||||
Subsequent Event | Asset Purchase Agreement with Treis Blockchain LLC | Forty Foot Container with Two 600-Amp Panels and Raritan PX2-5956XV Power Distribution Units | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Number of power containers acquired | container | 1 | ||||||||||||
Subsequent Event | Asset Purchase Agreement with Treis Blockchain LLC | Digital Shovel Container with Five Data Pods and One Power Pod | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Number of power containers acquired | container | 1 | ||||||||||||
Subsequent Event | Asset Purchase Agreement with Treis Blockchain LLC | Three, 40 Foot Containers | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Number of miners powered by acquired containers | miner | 240 | ||||||||||||
Subsequent Event | Asset Purchase Agreement with Treis Blockchain LLC | One, 40 Foot Containers | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Number of miners powered by acquired containers | miner | 144 | ||||||||||||
Subsequent Event | Asset Purchase Agreement with Treis Blockchain LLC | One Digital Shovel Container | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Number of miners powered by acquired containers | miner | 405 | ||||||||||||
Subsequent Event | Share-based Payment Arrangement, Nonemployee | Non-Employee Directors Compensation Policy | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Option grants per individual (in shares) | shares | 10,000 | ||||||||||||
Annual retainer amount | $ 100,000 | ||||||||||||
Aggregate minimum annual retainer amount | $ 500,000 | ||||||||||||
Common stock, issued (in shares) | shares | 4,811 | ||||||||||||
Subsequent Event | Loan For Equipment Due June 2023, Two and Three | Loans payable | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Additional borrowing capacity amount | $ 12,622,816 | ||||||||||||
Amendment fee | $ 504,912 | ||||||||||||
Proceeds from additional borrowing | $ 12,622,816 | ||||||||||||
Payments of debt issuance costs | 504,912 | ||||||||||||
Subsequent Event | Master Equipment Finance Agreement Due December2023 | Loans payable | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Long-term debt, gross | 29,224,000 | ||||||||||||
Unused borrowing capacity, amount | 24,728,000 | ||||||||||||
Subsequent Event | Master Equipment Finance Agreement Due December2023, Three Additional Tranches | Loans payable | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt face amount | $ 10,664,512 | ||||||||||||
Subsequent Event | $40,000,000 loan, with interest at 10.00% due June 2023. | Loans payable | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Additional borrowing capacity amount | $ 25,000,000 | ||||||||||||
Amendment fee | 275,414.4 | ||||||||||||
Closing fee | $ 500,000 | ||||||||||||
Warrants issued during period (in shares) | shares | 125,000 | ||||||||||||
Warrant exercise price of warrants (in USD per share) | $ / shares | $ 0.01 |