PAYCHECK PROTECTION PROTECTION PROGRAM AND ECONOMIC INJURY DISASTER LOANS | NOTE 6 – DEBT Debt consisted of the following as of December 31, 2022, and December 31, 2021: December 31, 2022 December 31, $66,076 loan, with interest at 5.55% due July 2021 $ — $ 3,054 $75,000 loan, with interest at 12.67% due April 2021. — 7,312 $499,520 loan, with interest at 2.49% due December 2023. 124,023 232,337 $499,895 loan, with interest at 2.95% due July 2023. 121,470 246,720 $212,675 loan, with interest at 6.75% due October 2022. — 103,857 $517,465 loan, with interest at 4.78% due October 2024. 339,428 490,600 $585,476 loan, with interest at 4.99% due November, 2025. 513,334 — $431,825 loan, with interest at 7.60% due April 2024. 121,460 204,833 $40,000,000 loan, with interest at 10.00% due June 2023. — [A] 28,149,998 $25,000,000 loan, with interest at 10.00%, due March 2024. — [B] — $58,149,411 loan, with interest at 10.00% plus SOFR, due October 2025. 56,114,249 [C] — $10,641,362 loan, with interest at 10.00% due June 2023. — [D] 7,546,542 $14,077,800 loan, with interest at 10.00% due June 2023. — [E] 9,982,551 $17,984,000 maximum advance loan, with interest at 9.99% due December 2023. — [F] 9,891,200 $17,984,000 maximum advance loan, with interest at 9.99% due December 2023. — [G] 7,319,488 $17,984,000 maximum advance loan, with interest at 9.99% due December 2023. — [H] — $33,750,000 Convertible Note, with interest at 10.00% due May 2024. 16,812,500 [I] — $92,381 loan, with interest at 1.49% due April 2026. 79,249 — $64,136 loan, with interest at 11.85% due May 2024. 39,056 — $196,909 loan, with interest at 6.49% due May 2024. 184,895 — Total outstanding borrowings $ 74,449,664 $ 64,178,492 Current portion of long-term debt, net of discounts and issuance fees 17,422,546 45,799,651 Long-term debt, net of discounts and issuance fees $ 57,027,118 $ 18,378,841 [A] WhiteHawk Promissory Note agreement with a term of 24 months. On December 31, 2021, the Company amended the WhiteHawk Financing Agreement (as defined below, 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 Finance LLC ("WhiteHawk"), which were included in deferred debt issuance costs. This debt was effectively extinguished as of October 27, 2022. See additional details below. [B] WhiteHawk Promissory Note agreement with a term of 24 months. Pursuant to the Second WhiteHawk Amendment, Equipment LLC paid an amendment fee in the amount of $275,414 and a closing fee of $500,000 to WhiteHawk, which were included in deferred debt issuance costs. This debt was effectively extinguished as of October 27, 2022. See additional details below. [C] On October 27, 2022, the Company entered into a secured Credit Agreement with WhiteHawk to refinance the WhiteHawk Financing Agreement, effectively terminating the WhiteHawk Financing Agreement. The Credit Agreement consists of $35.1 million in term loans and a $23.0 million Delayed Draw Facility. The borrowings under the WhiteHawk Refinancing Agreement mature on October 26, 2025. The loan under the Delayed Draw Facility was issued with a 3% closing fee on the drawn amount, paid when such amount was drawn on the closing date of the Credit Agreement. [D] Arctos/NYDIG Financing Agreement [loan #1] with a term of 24 months. This debt tranche was extinguished as of September 30, 2022. [E] Arctos/NYDIG Financing Agreement [loan #2] with a term of 24 months. This debt tranche was extinguished as of September 30, 2022. [F] Second NYDIG Financing Agreement (as defined below) with a term of 24 months. This debt tranche was extinguished as of September 30, 2022. [G] Second NYDIG Financing Agreement with a term of 24 months. This debt tranche was extinguished as of December 31, 2022. [H] Second NYDIG Financing Agreement with a term of 24 months. This debt tranche was extinguished as of December 31, 2022. [I] Convertible Note with a term of 24 months. Extinguishment of NYDIG Financing Agreements On August 16, 2022, the Company, Stronghold LLC, SDM and Stronghold Digital Mining BT, LLC, a Delaware limited liability company (“Digital Mining BT" and, together with SDM, the “APA Sellers” and, together with the Company and Stronghold LLC, the “APA Seller Parties”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with NYDIG, formerly known as Arctos Credit, LLC, and The Provident Bank, a Massachusetts savings bank (“BankProv” and, together with NYDIG, “Purchasers” and each, a “Purchaser”). Pursuant to the master equipment financing agreement entered into between SDM and Arctos Credit, LLC (“Arctos” now known as “NYDIG”) on June 25, 2021 (the “Arctos/NYDIG Financing Agreement”), and the master equipment financing agreement entered into between Digital Mining BT and NYDIG on December 15, 2021 (the “Second NYDIG Financing Agreement” and together with the Arctos/NYDIG Financing Agreement, the “NYDIG Financing Agreements”), certain miners were pledged as collateral under such agreements (and together with certain related agreements to purchase miners, the “APA Collateral”). Under the Asset Purchase Agreement, the APA Seller Parties agreed to sell, and the Purchasers (or their respective designee) agreed to purchase, the APA Collateral in a private disposition in exchange for the forgiveness, reduction and release of all principal, interest and fees owing under each of the NYDIG Agreements (collectively, the “NYDIG Debt”). The Sellers agreed to clean, service, package, ship, and deliver the APA Collateral and to bear the costs associated with such activities. Following (i) delivery of the APA Collateral to the Purchasers or their designees pursuant to a master bill of sale and (ii) a subsequent inspection period of up to 14 days (which may be extended up to seven As a result of this transaction, the Company incurred a loss on debt extinguishment of $19,475,514 in the third quarter of 2022, comprising a loss on debt extinguishment of $15,316,510 and an impairment on assets held for sale of $4,159,004. As of September 30, 2022, three of the seven tranches of the NYDIG Debt were extinguished in conjunction with the sale of the associated miners and was recorded as a loss on debt extinguishment. The remaining four tranches of the NYDIG Debt, totaling $39,998,415 (excluding deferred debt issuance costs and discounts), were extinguished in October 2022. WhiteHawk Refinancing Agreement On October 27, 2022, the Company entered into a secured credit agreement (the “Credit Agreement”) with WhiteHawk to refinance the WhiteHawk Financing Agreement, effectively terminating the WhiteHawk Financing Agreement. The Credit Agreement consists of $35.1 million in term loans and $23.0 million in additional commitments (such additional commitments, the “Delayed Draw Facility”). Such loans under the Delayed Draw Facility were drawn on the closing date of the Credit Agreement. The financing pursuant to the Credit Agreement (such financing, the “WhiteHawk Refinancing Agreement”) was entered into by Stronghold LLC as Borrower (the “Borrower”) and is secured by substantially all of the assets of the Company and its subsidiaries and is guaranteed by the Company and each of its material subsidiaries. The WhiteHawk Refinancing Agreement requires equal monthly amortization payments resulting in full amortization at maturity. The WhiteHawk Refinancing Agreement has customary representations, warranties and covenants including restrictions on indebtedness, liens, restricted payments and dividends, investments, asset sales and similar covenants and contains customary events of default. The WhiteHawk Refinancing Agreement contains a covenant requiring the Borrower and its subsidiaries to maintain a minimum (x) of $7.5 million of liquidity at all times, (y) a minimum liquidity of $10 million of average daily liquidity for each calendar month (rising to $20 million beginning July 01, 2023) and (z) a maximum total leverage ratio covenant of (i) 7.5:1.0 for the quarter ending December 31, 2022, (ii) 5.0:1.0 for the quarter ending March 31, 2023, (iii) 4.0:1.0 for the quarter ending June 30, 2023, and (iv) 4.0:1.0 for each quarter ending thereafter. The borrowings under the WhiteHawk Refinancing Agreement mature on October 26, 2025, and bear interest at a rate of either (i) the Secured Overnight Financing Rate ("SOFR") plus 10% or (ii) a reference rate equal to the greater of (x) 3%, (y) the federal funds rate plus 0.5% and (y) the Term SOFR rate plus 1%, plus 9%. The loan under the Delayed Draw Facility was issued with a 3% closing fee on the drawn amount, paid when such amount was drawn on the closing date of the Credit Agreement. Amounts drawn on the WhiteHawk Refinancing Agreement are subject to a prepayment premium such that the lenders thereunder achieve a 20% return on invested capital. The Company also issued a stock purchase warrant to WhiteHawk in conjunction with the closing of the WhiteHawk Refinancing Agreement, which provides for the purchase of an additional 4,000,000 shares of Class A common stock at an exercise price of $0.01 per share. Borrowings under the WhiteHawk Refinancing Agreement may also be accelerated in certain circumstances. In accordance with ASC 470, Debt , the transaction noted above was determined to be an extinguishment of the existing debt and an issuance of new debt. As a result, the Company recorded a loss on debt extinguishment of $7,661,682 in the consolidated statement of operations for the year ended December 31, 2022, including $2,796,084 for the write-off of deferred financing fees related to the extinguished debt and $1,115,000 of new fees paid to WhiteHawk. The remaining loss of $3,750,598 resulted from recording the new debt at fair value, primarily for the stock purchase warrant issued to WhiteHawk described above. On February 6, 2023, the Company, Stronghold LLC, as borrower, their subsidiaries and WhiteHawk Capital Partners LP, as collateral agent and administrative agent, and the other lenders thereto, entered into an amendment to the Credit Agreement (the “First Amendment”) in order to modify certain covenants and remove certain prepayment requirements contained therein. As a result of the First Amendment, amortization payments for the period from February 2023 through July 2024 will not be required, with monthly amortization resuming July 31, 2024. Beginning June 30, 2023, following a five-month holiday, Stronghold LLC will make monthly prepayments of the loan in an amount equal to 50% of its average daily cash balance (including cryptocurrencies) in excess of $7,500,000 for such month. The First Amendment also modifies the financial covenants to (i) in the case of the requirement of the Company to maintain a leverage ratio no greater than 4.00:1.00, such covenant will not be tested until the fiscal quarter ending September 30, 2024, and (ii) in the case of the minimum liquidity covenant, modified to require minimum liquidity at any time to be not less than: (A) until March 31, 2024, $2,500,000; (B) during the period beginning April 1, 2024, through and including December 31, 2024, $5,000,000; and (C) from and after January 1, 2025, $7,500,000. The Company was in compliance with all applicable covenants under the WhiteHawk Refinancing Agreement as of December 31, 2022. Convertible Note Exchange On December 30, 2022, the Company entered into an exchange agreement with the holders (the “Holders”) of the Company’s Amended and Restated 10% Notes (the “Notes”), providing for the exchange of the Notes (the “Exchange Transaction”) for shares of the Company’s newly-created Series C Convertible Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”). On February 20, 2023, the Exchange Transaction was consummated, and the Notes were paid in full. Approximately $16.9 million of principal amount of debt was extinguished in exchange for the issuances of the shares of Series C Preferred Stock. On February 20, 2023, in connection with the consummation of the Exchange Transaction, the Company entered into a Registration Rights Agreement with the Holders (the “Registration Rights Agreement”) whereby it agreed to, among other things, (i) file within two business days following the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, a resale registration statement (the “Resale Registration Statement”) with the Securities and Exchange Commission covering all shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”) issuable upon conversion of the Series C Preferred Stock or upon exercise of the pre-funded warrants that may be issued in lieu of Common Stock upon conversion of the Series C Preferred Stock (the “Pre-funded Warrants”), and (ii) to cause the Resale Registration Statement to become effective within the timeframes specified in the Registration Rights Agreement. Future scheduled maturities on the outstanding borrowings for each of the next five years as of December 31, 2022, are as follows: Years ending December 31: 2023 $ 17,422,546 2024 10,024,636 2025 46,992,601 2026 9,881 2027 — $ 74,449,664 NOTE 10 – PAYCHECK PROTECTION PROGRAM AND ECONOMIC INJURY DISASTER LOANS On March 16, 2021, the Company received a round two Paycheck Protection Program ("PPP") loan in the amount of $841,670 that accrues interest at 1% per year and matures on the fifth anniversary of the date of the note. In January 2021, the Company was granted relief as forgiveness for the round one PPP loan in the amount of $638,800. On May 25, 2022, the Company was granted relief as forgiveness for the second round PPP loan in the amount of $841,670. On June 8, 2021, the Company repaid the Economic Injury Disaster Loan (“EIDL”), received on March 31, 2020, in the amount of $150,000. NOTE 28 – FINANCED INSURANCE PREMIUMS Effective October 20, 2022, the Company renewed its director and officer insurance policy for an additional 12 months with annual premiums totaling $5,484,449. On November 8, 2022, the Company executed a Commercial Premium Finance Agreement with AFCO Premium Credit LLC over a term of nine months, with an annual interest rate of 9.460%, that financed the payment of the total premiums owed. The agreement required a $750,000 down payment, with the remaining $4,734,449 plus interest to be paid over nine months. As of December 31, 2022, the unpaid balance was $4,208,399. Effective September 10, 2022, the Company entered into a commercial property insurance policy with annual premiums totaling $367,493. The Company executed a Commercial Premium Finance Agreement with AON Premium Finance, over a term of eleven months, with an annual interest rate of 7.460%, that financed the payment of the total premiums owed. As of December 31, 2022, the unpaid balance was $246,487. Effective April 29, 2022, the Company entered into a commercial property insurance policy with annual premiums totaling $523,076. The Company executed a Commercial Premium Finance Agreement with AFCO Premium Credit LLC, over a term of eleven months, with an annual interest rate of 5.99%, that financed the payment of the total premiums owed. The agreement required a $44,793 down payment, with the remaining $478,283 plus interest to be paid over eleven months. As of December 31, 2022, the unpaid balance was $133,049. |