COVER
COVER - shares | 3 Months Ended | |
Mar. 31, 2023 | May 08, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
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 | 845 | |
Local Phone Number | 579-5992 | |
Title of 12(b) Security | Class A common stock | |
Trading Symbol | SDIG | |
Security Exchange Name | NASDAQ | |
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 | |
Entity Shell Company | false | |
Entity Central Index Key | 0001856028 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Common Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 53,002,750 | |
Common Stock - Class V | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 26,057,600 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
ASSETS: | ||
Cash and cash equivalents | $ 6,353,973 | $ 13,296,703 |
Digital currencies | 672,852 | 109,827 |
Accounts receivable | 4,742,092 | 10,837,126 |
Inventory | 4,700,832 | 4,471,657 |
Prepaid insurance | 3,541,898 | 4,877,935 |
Due from related parties | 74,107 | 73,122 |
Other current assets | 1,354,955 | 1,975,300 |
Total current assets | 21,440,709 | 35,641,670 |
Equipment deposits | 5,422,338 | 10,081,307 |
Property, plant and equipment, net | 158,366,684 | 167,204,681 |
Operating lease right-of-use assets | 1,581,400 | 1,719,037 |
Land | 1,748,440 | 1,748,440 |
Road bond | 211,958 | 211,958 |
Security deposits | 348,888 | 348,888 |
TOTAL ASSETS | 189,120,417 | 216,955,981 |
LIABILITIES: | ||
Accounts payable | 14,847,939 | 27,540,317 |
Accrued liabilities | 7,112,648 | 8,893,248 |
Financed insurance premiums | 2,806,538 | 4,587,935 |
Current portion of long-term debt, net of discounts and issuance fees | 995,145 | 17,422,546 |
Current portion of operating lease liabilities | 613,657 | 593,063 |
Due to related parties | 1,612,515 | 1,375,049 |
Total current liabilities | 27,988,442 | 60,412,158 |
Asset retirement obligation | 1,036,575 | 1,023,524 |
Warrant liabilities | 2,846,548 | 2,131,959 |
Long-term debt, net of discounts and issuance fees | 58,208,207 | 57,027,118 |
Long-term operating lease liabilities | 1,067,654 | 1,230,001 |
Contract liabilities | 277,397 | 351,490 |
Total liabilities | 91,424,823 | 122,176,250 |
Commitments and Contingencies | ||
REDEEMABLE COMMON STOCK: | ||
Redeemable common stock | 15,499,219 | 11,754,587 |
STOCKHOLDERS’ EQUITY (DEFICIT): | ||
Common Stock – Class A; $0.0001 par value; 685,440,000 shares authorized; 41,046,186 and 31,710,217 shares issued and outstanding as of March 31, 2023, and December 31, 2022, respectively. | 4,105 | 3,171 |
Series C convertible preferred stock; $0.0001 par value; 23,102 shares authorized; 21,572 and 0 shares issued and outstanding as of March 31, 2023, and December 31, 2022, respectively. | 2 | 0 |
Accumulated deficits | (290,848,496) | (240,443,302) |
Additional paid-in capital | 373,040,764 | 323,465,275 |
Total stockholders' equity | 82,196,375 | 83,025,144 |
Total redeemable common stock and stockholders' equity | 97,695,594 | 94,779,731 |
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS' EQUITY | 189,120,417 | 216,955,981 |
Common Stock - Class V | ||
REDEEMABLE COMMON STOCK: | ||
Redeemable common stock | $ 15,499,219 | $ 11,754,587 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 685,440,000 | 685,440,000 |
Common stock, issued (in shares) | 41,046,186 | 31,710,217 |
Common stock, outstanding (in shares) | 41,046,186 | 31,710,217 |
Preferred stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized (in shares) | 23,102 | 23,102 |
Preferred stock, issued (in shares) | 21,572 | 0 |
Preferred stock, outstanding (in shares) | 21,572 | 0 |
Common Stock - Class V | ||
Common stock - Class V, par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Common stock - Class V, authorized (in shares) | 34,560,000 | 34,560,000 |
Common stock - Class V, issued (in shares) | 26,057,600 | 26,057,600 |
Class V common stock, outstanding (in shares) | 26,057,600 | 26,057,600 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
OPERATING REVENUES: | ||
Operating revenues | $ 17,266,215 | $ 29,381,650 |
OPERATING EXPENSES: | ||
Fuel | 7,414,014 | 10,019,985 |
Operations and maintenance | 8,440,923 | 10,520,305 |
General and administrative | 8,468,755 | 11,424,231 |
Depreciation and amortization | 7,722,841 | 12,319,581 |
Loss on disposal of fixed assets | 91,086 | 44,958 |
Realized gain on sale of digital currencies | (326,768) | (751,110) |
Impairments on digital currencies | 71,477 | 2,506,172 |
Impairments on equipment deposits | 0 | 12,228,742 |
Total operating expenses | 31,882,328 | 58,312,864 |
NET OPERATING LOSS | (14,616,113) | (28,931,214) |
OTHER INCOME (EXPENSE): | ||
Interest expense | (2,383,913) | (2,911,453) |
Loss on debt extinguishment | (28,960,947) | 0 |
Changes in fair value of warrant liabilities | (714,589) | 0 |
Changes in fair value of forward sale derivative | 0 | (483,749) |
Other | 15,000 | 20,000 |
Total other income (expense) | (32,044,449) | (3,375,202) |
NET LOSS | (46,660,562) | (32,306,416) |
NET LOSS attributable to noncontrolling interest | (18,119,131) | (18,897,638) |
Net loss attributable to Stronghold Digital Mining, Inc. | $ (28,541,431) | $ (13,408,778) |
NET LOSS attributable to Class A common shareholders: | ||
Basic (in USD per share) | $ (0.65) | $ (0.66) |
Diluted (in USD per share) | $ (0.65) | $ (0.66) |
Weighted average number of Class A common shares outstanding: | ||
Basic (in shares) | 43,756,137 | 20,206,103 |
Diluted (in shares) | 43,756,137 | 20,206,103 |
Cryptocurrency mining | ||
OPERATING REVENUES: | ||
Operating revenues | $ 11,297,298 | $ 18,204,193 |
Energy | ||
OPERATING REVENUES: | ||
Operating revenues | 2,730,986 | 9,044,392 |
Cryptocurrency hosting | ||
OPERATING REVENUES: | ||
Operating revenues | 2,325,996 | 67,876 |
Capacity | ||
OPERATING REVENUES: | ||
Operating revenues | 859,510 | 2,044,427 |
Other | ||
OPERATING REVENUES: | ||
Operating revenues | $ 52,425 | $ 20,762 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) | Total | Preferred Stock | Common A | Accumulated Deficit | Additional Paid-in Capital |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Beginning balance (in shares) | 1,152,000 | 20,016,067 | |||
Beginning 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] | |||||
Net loss attributable to Stronghold Digital Mining, Inc. | (13,408,778) | (13,408,778) | |||
Net loss attributable to noncontrolling interest | (18,897,638) | $ (771,800) | (18,125,838) | ||
Maximum redemption right valuation [Common V Units] | 128,348,397 | 128,348,397 | |||
Stock-based compensation | 1,150,000 | 1,150,000 | |||
Vesting of restricted stock units (in shares) | 4,810 | ||||
Warrants issued and outstanding | 2,592,995 | 2,592,995 | |||
Ending balance (in shares) at Mar. 31, 2022 | 1,152,000 | 20,020,877 | |||
Ending balance at Mar. 31, 2022 | 40,620,198 | $ 36,898,361 | $ 2,002 | (241,895,907) | 245,615,742 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Beginning balance (in shares) | 1,152,000 | 20,020,877 | |||
Beginning balance (in shares) | 0 | 31,710,217 | |||
Beginning balance at Dec. 31, 2022 | 83,025,144 | $ 0 | $ 3,171 | (240,443,302) | 323,465,275 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss attributable to Stronghold Digital Mining, Inc. | (28,541,431) | (28,541,431) | |||
Net loss attributable to noncontrolling interest | (18,119,131) | (18,119,131) | |||
Maximum redemption right valuation [Common V Units] | (3,744,632) | (3,744,632) | |||
Stock-based compensation | 2,449,324 | 2,449,324 | |||
Vesting of restricted stock units (in shares) | 508,319 | ||||
Vesting of restricted stock units | 0 | $ 51 | (51) | ||
Warrants issued and outstanding | 1,739,882 | 1,739,882 | |||
Exercised warrants (in shares) | 5,002,650 | ||||
Exercised warrants | 273 | $ 501 | (228) | ||
Issuance of Series C convertible preferred stock (in shares) | 23,102 | ||||
Issuance of Series C convertible preferred stock | 45,386,946 | $ 2 | 45,386,944 | ||
Conversion of Series C convertible preferred stock (in shares) | (1,530) | 3,825,000 | |||
Conversion of Series C convertible preferred stock | 0 | $ 382 | (382) | ||
Ending balance (in shares) at Mar. 31, 2023 | 21,572 | 41,046,186 | |||
Ending balance at Mar. 31, 2023 | $ 82,196,375 | $ 2 | $ 4,105 | $ (290,848,496) | $ 373,040,764 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Beginning balance (in shares) | 21,572 | 41,046,186 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (46,660,562) | $ (32,306,416) |
Adjustments to reconcile net loss to cash flows from operating activities: | ||
Depreciation and amortization | 7,722,841 | 12,319,581 |
Accretion of asset retirement obligation | 13,051 | 6,084 |
Loss on disposal of fixed assets | 91,086 | 44,958 |
Change in value of accounts receivable | 1,002,750 | 0 |
Amortization of debt issuance costs | 34,517 | 881,463 |
Stock-based compensation | 2,449,324 | 2,592,995 |
Loss on debt extinguishment | 28,960,947 | 0 |
Impairments on equipment deposits | 0 | 12,228,742 |
Changes in fair value of warrant liabilities | 714,589 | 0 |
Changes in fair value of forward sale derivative | 0 | 483,749 |
Forward sale contract prepayment | 0 | 970,000 |
Other | (12,139) | 0 |
(Increase) decrease in digital currencies: | ||
Mining revenue | (12,921,075) | (18,204,193) |
Net proceeds from sales of digital currencies | 12,286,573 | 12,247,300 |
Impairments on digital currencies | 71,477 | 2,506,172 |
(Increase) decrease in assets: | ||
Accounts receivable | 4,959,865 | 410,525 |
Prepaid insurance | 1,336,037 | 1,852,595 |
Due from related parties | (68,436) | (864,624) |
Inventory | (229,175) | (179,774) |
Other assets | (296,265) | (37,242) |
Increase (decrease) in liabilities: | ||
Accounts payable | (1,390,895) | (410,917) |
Due to related parties | 237,466 | 68,647 |
Accrued liabilities | (1,518,296) | 1,227,709 |
Other liabilities, including contract liabilities | (125,146) | (55,742) |
NET CASH FLOWS USED IN OPERATING ACTIVITIES | (3,341,466) | (4,218,388) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property, plant and equipment | (13,738) | (38,157,218) |
Equipment purchase deposits - net of future commitments | 0 | (6,482,000) |
NET CASH FLOWS USED IN INVESTING ACTIVITIES | (13,738) | (44,639,218) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayments of debt | (1,836,925) | (9,290,668) |
Repayments of financed insurance premiums | (1,750,874) | (1,832,149) |
Proceeds from debt, net of issuance costs paid in cash | 0 | 53,671,001 |
Proceeds from exercise of warrants | 273 | 0 |
NET CASH FLOWS (USED IN) PROVIDED BY FINANCING ACTIVITIES | (3,587,526) | 42,548,184 |
NET DECREASE IN CASH AND CASH EQUIVALENTS | (6,942,730) | (6,309,422) |
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD | 13,296,703 | 31,790,115 |
CASH AND CASH EQUIVALENTS - END OF PERIOD | $ 6,353,973 | $ 25,480,693 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | NATURE OF OPERATIONS Stronghold Digital Mining, Inc. ("Stronghold Inc." or the "Company") is a low-cost, environmentally beneficial, vertically integrated crypto asset mining company currently focused on mining Bitcoin and environmental remediation and reclamation services. The Company wholly owns and operates two coal refuse power generation facilities that it has upgraded: (i) the Company's first reclamation facility located on a 650-acre site in Scrubgrass Township, Venango County, Pennsylvania, which the Company acquired the remaining interest of in April 2021, and has the capacity to generate approximately 83.5 megawatts (“MW”) of electricity (the "Scrubgrass Plant"); and (ii) a facility located near Nesquehoning, Pennsylvania, which the Company acquired in November 2021, and has the capacity to generate approximately 80 MW of electricity (the "Panther Creek Plant, and collectively with Scrubgrass Plant, the "Plants"). Both facilities qualify as an Alternative Energy System because coal refuse is classified under Pennsylvania law as a Tier II Alternative Energy Source (large-scale hydropower is also classified in this tier). The Company is committed to generating energy and managing its assets sustainably, and the Company believes that it is one of the first vertically integrated crypto asset mining companies with a focus on environmentally beneficial operations. Stronghold Inc. operates in two business segments – the Energy Operations segment and the Cryptocurrency Operations segment. This segment presentation is consistent with how the Company's chief operating decision maker evaluates financial performance and makes resource allocation and strategic decisions about the business. Energy 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 a Professional Services Agreement (“PSA”) with Customized Energy Solutions (“CES”), effective July 27, 2022. Under the PSA, CES agreed to act as the exclusive provider of services for the benefit of the Company related to interfacing with PJM, including handling daily marketing, energy scheduling, telemetry, capacity management, reporting, and other related services for the Plants. The initial term of the agreement is two years, and then will extend automatically on an annual basis unless terminated by either party with 60 days written (or electronic) notice prior to the current term end. The Company’s primary fuel source is waste coal which is provided by various third parties. Waste coal tax credits are earned by the Company by generating electricity utilizing coal refuse. Cryptocurrency Operations The Company is also a vertically-integrated digital currency mining business. The Company buys and maintains a fleet of Bitcoin mining equipment and the required infrastructure and provides power to third-party digital currency miners under power purchase and hosting agreements. 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
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | NOTE 1 – BASIS OF PRESENTATION The unaudited condensed consolidated balance sheet as of March 31, 2023, the unaudited condensed consolidated statements of operations, stockholders' equity and cash flows for the three months ended March 31, 2023, and 2022, have been prepared by the Company. In the opinion of management, all adjustments, consisting of only normal and recurring adjustments necessary to present fairly the financial position, results of operations and cash flows for the periods presented, have been made. The results of operations for the three months ended March 31, 2023, are not necessarily indicative of the operating results expected for the full year. The condensed consolidated financial statements should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2022. Certain information and footnote disclosures normally included in the annual financial statements, prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"), have been condensed or omitted. Certain reclassifications of amounts previously reported have been made to the accompanying condensed consolidated financial statements in order to conform to current presentation. Additionally, since there are no differences between net income (loss) and comprehensive income (loss), all references to comprehensive income (loss) have been excluded from the condensed consolidated financial statements. Cash and Cash Equivalents As of March 31, 2023, cash and cash equivalents includes $900,000 of restricted cash, which represents a continuous bond in place of $400,000 to mitigate fees charged by customs brokerage companies associated with importing miners and a $500,000 letter of credit required to finance the Company's directors and officers insurance policy. Reclassification During the first quarter of 2023, the Company revised its accounting policy to reclassify the presentation of imported power charges. Imported power charges are now recorded within fuel expenses, whereas they were previously netted against energy revenue. Prior periods have been reclassified to conform to the current period presentation. The reclassification increased 2022 energy revenues and fuel expenses as shown in the table below. The reclassification had no impact on net operating income (loss), earnings per share or equity. Three Months Ended March 31, 2022 June 30, 2022 September 30, 2022 December 31, 2022 Energy revenues - previously disclosed $ 8,362,801 $ 7,129,732 $ 11,454,016 $ 14,247,688 Reclassification: imported power charges 681,591 561,494 1,617,878 1,329,753 Energy revenues - restated $ 9,044,392 $ 7,691,226 $ 13,071,894 $ 15,577,441 Fuel expenses - previously disclosed $ 9,338,394 $ 8,626,671 $ 8,466,588 $ 2,348,457 Reclassification: imported power charges 681,591 561,494 1,617,878 1,329,753 Fuel expenses - restated $ 10,019,985 $ 9,188,165 $ 10,084,466 $ 3,678,210 Recently Implemented Accounting Pronouncements In September 2016, the Financial Accounting Standards Board issued ASU 2016-13, Financial Instruments – Credit Losses , which adds a new impairment model, known as the current expected credit loss ("CECL") model, that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes an allowance for its estimate of expected credit losses at the initial recognition of an in-scope financial instrument and applies it to most debt instruments, trade receivables, lease receivables, financial guarantee contracts, and other loan commitments. The CECL model does not have a minimum threshold for recognition of impairment losses and entities will need to measure expected credit losses on assets that have a low risk of loss. Since the Company is a smaller reporting company, as defined by the U.S. Securities and Exchange Commission (the "SEC"), the new guidance became effective on January 1, 2023. The Company adopted ASU 2016-13 effective January 1, 2023, but the adoption of ASU 2016-13 did not have an impact on the Company's consolidated financial statements. Recently Issued Accounting Pronouncements There have been no recently issued accounting pronouncements applicable to the Company. |
DIGITAL CURRENCIES
DIGITAL CURRENCIES | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
DIGITAL CURRENCIES | NOTE 2 – DIGITAL CURRENCIES As of March 31, 2023, the Company held an aggregate amount of $672,852 in digital currencies comprised of unrestricted Bitcoin. Changes in digital currencies consisted of the following for the three months ended March 31, 2023, and 2022: March 31, 2023 March 31, 2022 Digital currencies at beginning of period $ 109,827 $ 10,417,865 Additions of digital currencies 12,921,075 18,204,193 Realized gain on sale of digital currencies 326,768 751,110 Impairment losses (71,477) (2,506,172) Proceeds from sale of digital currencies (12,613,341) (12,998,410) Digital currencies at end of period $ 672,852 $ 13,868,586 |
INVENTORY
INVENTORY | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 3 – INVENTORY Inventory consisted of the following components as of March 31, 2023, and December 31, 2022: March 31, 2023 December 31, 2022 Waste coal $ 4,267,308 $ 4,147,369 Fuel oil 60,913 143,592 Limestone 372,611 180,696 Inventory $ 4,700,832 $ 4,471,657 |
EQUIPMENT DEPOSITS
EQUIPMENT DEPOSITS | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
EQUIPMENT DEPOSITS | NOTE 4 – EQUIPMENT DEPOSITS Equipment deposits represent contractual agreements with vendors to deliver and install miners at future dates. The following details the vendor, miner model, miner count, and expected delivery month(s). In March 2022, the Company evaluated the MinerVa Semiconductor Corp ("MinerVa") equipment deposits for impairment under the provisions of ASC 360, Property, Plant and Equipment . As a result of the evaluation, the Company determined an indicator for impairment was present under ASC 360-10-35-21. The Company undertook a test for recoverability under ASC 360-10-35-29 and a further fair value analysis in accordance with ASC 820, Fair Value Measurement . The difference between the fair value of the MinerVa equipment deposits and the carrying value resulted in the Company recording an impairment charge of $12,228,742 in the first quarter of 2022 and an additional $5,120,000 in the fourth quarter of 2022, as summarized in the table below. The following table details the total equipment deposits of $5,422,338 as of March 31, 2023: Vendor Model Count Delivery Timeframe Total Transferred to Impairment Sold Equipment MinerVa MinerVa MV7 15,000 Oct '21 - TBD $ 68,887,550 $ (37,415,271) $ (17,348,742) $ (8,701,199) $ 5,422,338 Totals 15,000 $ 68,887,550 $ (37,415,271) $ (17,348,742) $ (8,701,199) $ 5,422,338 [A] 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. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | NOTE 5 – PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consisted of the following as of March 31, 2023, and December 31, 2022: Useful Lives (Years) March 31, 2023 December 31, 2022 Electric plant 10 - 60 $ 66,490,600 $ 66,295,809 Strongboxes and power transformers 8 - 30 54,588,284 52,318,704 Machinery and equipment 5 - 20 18,131,977 18,131,977 Rolling stock 5 - 7 261,000 261,000 Cryptocurrency machines and powering supplies 2 - 3 86,481,239 81,945,396 Computer hardware and software 2 - 5 17,196 17,196 Vehicles and trailers 2 - 7 659,133 659,133 Construction in progress Not Depreciable 11,099,409 19,553,826 Asset retirement cost 10 - 30 580,452 580,452 238,309,290 239,763,493 Accumulated depreciation and amortization (79,942,606) (72,558,812) Property, plant and equipment, net $ 158,366,684 $ 167,204,681 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 $11,099,409 as of March 31, 2023, represents open contracts for future projects. Depreciation and amortization expense charged to operations was $7,722,841 and $12,319,581 for the three months ended March 31, 2023, and 2022, respectively, including depreciation of assets under finance leases of $133,382 and $94,262 for the three months ended March 31, 2023, and 2022, respectively. |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES | NOTE 6 – ACCRUED LIABILITIES Accrued liabilities consisted of the following as of March 31, 2023, and December 31, 2022: March 31, 2023 December 31, 2022 Accrued legal and professional fees $ 886,370 $ 1,439,544 Accrued interest 2,992 1,343,085 Accrued sales and use tax 5,430,197 5,150,659 Other 793,089 959,960 Accrued liabilities $ 7,112,648 $ 8,893,248 |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 7 – DEBT Total debt consisted of the following as of March 31, 2023, and December 31, 2022: March 31, 2023 December 31, 2022 $499,520 loan, with interest at 2.49%, due December 2023. $ 97,779 $ 124,023 $499,895 loan, with interest at 2.95%, due July 2023. 88,694 121,470 $517,465 loan, with interest at 4.78%, due October 2024. 296,898 339,428 $585,476 loan, with interest at 4.99%, due November 2025. 472,196 513,334 $431,825 loan, with interest at 7.60%, due April 2024. 99,610 121,460 $58,149,411 Credit Agreement, with interest at 10.00% plus SOFR, due October 2025. 54,370,570 56,114,249 $33,750,000 Convertible Note, with interest at 10.00%, due May 2024. — 16,812,500 $92,381 loan, with interest at 1.49%, due April 2026. 71,903 79,249 $64,136 loan, with interest at 11.85%, due May 2024. 33,018 39,056 $196,909 loan, with interest at 6.49%, due May 2024. 172,684 184,895 $3,500,000 Promissory Note, with interest at 7.50%, due October 2025. 3,500,000 — Total outstanding borrowings $ 59,203,352 $ 74,449,664 Current portion of long-term debt, net of discounts and issuance fees 995,145 17,422,546 Long-term debt, net of discounts and issuance fees $ 58,208,207 $ 57,027,118 WhiteHawk Refinancing Agreement On October 27, 2022, the Company entered into a secured credit agreement (the “Credit Agreement”) with WhiteHawk Finance LLC ("WhiteHawk") to refinance an existing equipment financing agreement, dated June 30, 2021, by and between Stronghold Digital Mining Equipment, LLC and WhiteHawk (the “WhiteHawk Financing Agreement”), effectively terminating the WhiteHawk Financing Agreement. Upon closing, the Credit Agreement consisted of $35.1 million in term loans and $23.0 million in additional commitments. The financing pursuant to the Credit Agreement (such financing, the “WhiteHawk Refinancing Agreement”) was entered into by Stronghold Digital Mining Holdings, LLC ("Stronghold LLC"), as Borrower (in such capacity, 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. On February 6, 2023, the Company, Stronghold LLC, as borrower, their subsidiaries and WhiteHawk Capital Partners LP ("WhiteHawk Capital"), 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 modified the financial covenants to (i) in the case of the requirement of the Company to maintain a leverage ratio no greater than 4.0:1.00, 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 March 31, 2023. 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%. Borrowings under the WhiteHawk Refinancing Agreement may also be accelerated in certain circumstances. 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 deemed paid in full. Approximately $16.9 million of principal amount of debt was extinguished in exchange for the issuance of the shares of Series C Preferred Stock. As a result of this transaction, the Company incurred a loss on debt extinguishment of approximately $29 million for the three months ended March 31, 2023. 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 SEC covering all shares of the Company’s Class A 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 Class A common stock upon conversion of the Series C Preferred Stock, and (ii) to cause the Resale Registration Statement to become effective within the timeframes specified in the Registration Rights Agreement. Bruce & Merrilees Promissory Note On March 28, 2023, the Company and Stronghold LLC entered into a settlement agreement (the “B&M Settlement”) with its electrical contractor, Bruce & Merrilees Electric Co. (“B&M”). Pursuant to the B&M Settlement, B&M agreed to eliminate an approximately $11.4 million outstanding payable in exchange for a promissory note in the amount of $3,500,000 (the "B&M Note") and a stock purchase warrant for the right to purchase from the Company 3,000,000 shares of Class A common stock (the "B&M Warrant"). The B&M Note has no definitive payment schedule or term. Pursuant to the B&M Settlement, B&M released ten (10) 3000kva transformers to the Company and fully cancelled ninety (90) transformers remaining under a pre-existing order with a third-party supplier. The terms of the B&M Settlement included a mutual release of all claims. Simultaneous with the B&M Settlement, the Company and each of its subsidiaries entered into a subordination agreement with B&M and WhiteHawk Capital pursuant to which all obligations, liabilities and indebtedness of every nature of the Company and each of its subsidiaries owed to B&M shall be subordinate and subject in right and time of payment, to the prior payment of full of the Company's obligation to WhiteHawk Capital pursuant to the Credit Agreement. Pursuant to the B&M Note, the first $500,000 of the principal amount of the loan shall be payable in four equal monthly installments of $125,000 beginning on April 30, 2023, so long as (i) no default or event of default has occurred or is occurring under the WhiteHawk Credit Agreement and (ii) no PIK Option (as such term is defined in the WhiteHawk Refinancing Agreement) has been elected by the Company. The principal amount under the B&M Note bears interest at seven and one-half percent (7.5%). |
RELATED-PARTY TRANSACTIONS
RELATED-PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED-PARTY TRANSACTIONS | NOTE 8 – 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 Company's Russellton site specifically. The Company is also obligated to unload and properly dispose of ash at its Russellton site. The Company is charged a reduced handling fee of $1.00 per ton for any tons in excess of the minimum take of 200,000 tons. The Company is the designated operator of the Russellton site, and therefore, is responsible for complying with all state and federal requirements and regulations. The Company purchases coal from Coal Valley Properties, LLC, a single-member limited liability company which is entirely owned by one individual who has ownership in Q Power LLC ("Q Power"), and from CVS. CVS is a single-member limited liability company 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%. The Company expensed $150,000 and $303,500 for the three months ended March 31, 2023, and 2022, respectively, associated with coal purchases from CVS, which is included in fuel expense in the condensed consolidated statements of operations. See the composition of the due to related parties balance as of March 31, 2023, and December 31, 2022, below. 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 on December 31, 2023. The Company expensed $1,157,927 and $379,646 for the three months ended March 31, 2023, and 2022, respectively, which is included in fuel expense in the condensed consolidated statements of operations. See the composition of the due to related parties balance as of March 31, 2023, and December 31, 2022, below. Fuel Management Agreements Panther Creek Fuel Services LLC Effective August 1, 2012, the Company entered into the Fuel Management Agreement (the “Panther Creek 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 Panther Creek 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 Company expensed $478,621 and $398,769 for the three months ended March 31, 2023, and 2022, respectively, which is included in operations and maintenance expense in the condensed consolidated statements of operations. See the composition of the due to related parties balance as of March 31, 2023, and December 31, 2022, below. Scrubgrass Fuel Services, LLC Effective February 1, 2022, the Company entered into the Fuel Management Agreement (the “Scrubgrass Fuel Agreement”) with Scrubgrass 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 Scrubgrass Fuel Agreement, Scrubgrass Fuel Services LLC provides the Company with operations and maintenance services with respect to the Facility. The Company reimburses Scrubgrass Energy Services LLC for actual wages and salaries. The Company expensed $276,119 and $96,624 for the three months ended March 31, 2023, and 2022, respectively, which is included in operations and maintenance expense in the condensed consolidated statements of operations. See the composition of the due to related parties balance as of March 31, 2023, and December 31, 2022, below. 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 currently provides certain operations and maintenance services to Stronghold LLC and currently employs certain personnel to operate the Plants. Stronghold LLC reimburses 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. From November 2, 2021, until October 1, 2023, Stronghold LLC also agreed to pay Olympus Stronghold Services a management fee at the rate of $1,000,000 per year, payable monthly for services provided at each of the Plants, and an additional one-time mobilization fee of $150,000 upon the effective date of the Omnibus Services Agreement, which has been deferred. Effective October 1, 2022, Stronghold LLC began paying Olympus Stronghold Services a management fee for the Panther Creek Plant in the amount of $500,000 per year, payable monthly for services provided at the Panther Creek Plant. This is a reduction of $500,000 from the $1,000,000 per year management fee that the Company was previously scheduled to pay Olympus Stronghold Services. The Company expensed $235,376 and $228,598 for the three months ended March 31, 2023, and 2022, respectively, which includes the monthly management fees plus reimbursable costs incurred by Olympus Stronghold Services for payroll, benefits and insurance. See the composition of the due to related parties balance as of March 31, 2023, and December 31, 2022, below. 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 agreed to pay 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 Company expensed $910,394 and $887,824 for the three months ended March 31, 2023, and 2022, respectively, which includes the monthly management fees plus reimbursable costs incurred by Olympus Stronghold Services for payroll, benefits and insurance. See the composition of the due to related parties balance as of March 31, 2023, and December 31, 2022, below. In connection with the equity contribution agreement, effective July 9, 2021 (the "Equity Contribution Agreement"), 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 was the closing date of the Equity Contribution Agreement. Scrubgrass Energy Services, LLC Effective February 1, 2022, the Company entered into the Operations and Maintenance Agreement (the “Scrubgrass O&M Agreement”) with Scrubgrass 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 Scrubgrass O&M Agreement, Scrubgrass Energy Services LLC provides the Company with operations and maintenance services with respect to the Facility. The Company reimburses Scrubgrass Energy Services LLC for actual wages and salaries. The Company also agreed to pay 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 Company expensed $1,724,112 and $857,913 for the three months ended March 31, 2023, and 2022, respectively, which includes the monthly management fees plus reimbursable costs incurred by Olympus Stronghold Services for payroll, benefits and insurance. See the composition of the due to related parties balance as of March 31, 2023, and December 31, 2022, below. In connection with the Equity Contribution Agreement effective July 9, 2021, the Company entered into the Amended and Restated Operations and Maintenance Agreement (the “Scrubgrass Amended O&M Agreement”) with Scrubgrass Energy Services LLC. Under the Scrubgrass 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 Scrubgrass Amended O&M Agreement is the closing date of the Equity Contribution Agreement. Effective October 1, 2022, Stronghold LLC no longer pays Olympus Stronghold Services a management fee for the Scrubgrass Plant. 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 the 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. Under the Spence Agreement, the Company expensed $150,000 for the three months ended March 31, 2023, and 2022. On April 19, 2023, pursuant to an independent consulting agreement the Company entered into with William Spence in connection with his departure from the board of directors (the "Board") (the "Spence Consulting Agreement"), Mr. Spence's annualized salary of $600,000 decreased to the greater of $200,000 or 10% of any economic benefits derived from the sale of beneficial use ash, carbon sequestration efforts or alternative fuel arrangements, in each case, arranged by Mr. Spence. The previous Spence Agreement was terminated in connection with entry into the Spence Consulting Agreement. In April 2023, as part of the compensation pursuant to the Spence Consulting Agreement, Mr. Spence also received a one-time grant of 2,500,000 fully vested shares of the Company's Class A common stock. Warrants On September 13, 2022, the Company entered into a Securities Purchase Agreement with Greg Beard, the Company's chairman and chief executive officer, for the purchase and sale of 602,409 shares of Class A common stock and warrants to purchase 602,409 shares of Class A common stock, at an initial exercise price of $1.75 per share. Refer to Note 15 – Private Placements for additional details. Additionally, on April 20, 2023, Mr. Beard invested $1.0 million in exchange for 1,000,000 shares of Class A common stock and 1,000,000 pre-funded warrants. Refer to Note 15 – Private Placements for additional details. Amounts due to related parties as of March 31, 2023, and December 31, 2022, were as follows: March 31, 2023 December 31, 2022 Coal Valley Properties, LLC $ 134,452 $ 134,452 Q Power LLC 500,000 500,000 Coal Valley Sales, LLC — — Panther Creek Energy Services LLC 90,483 10,687 Panther Creek Fuel Services LLC 687 53,482 Northampton Generating Fuel Supply Company, Inc. 886,135 594,039 Olympus Power LLC and other subsidiaries 758 78,302 Scrubgrass Energy Services LLC — 4,087 Scrubgrass Fuel Services LLC — — Due to related parties $ 1,612,515 $ 1,375,049 |
CONCENTRATIONS
CONCENTRATIONS | 3 Months Ended |
Mar. 31, 2023 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | NOTE 9 – 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 cryptocurrency 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 cryptocurrency 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 CES. Over the course of 2022, the Company transitioned entirely to CES from Direct Energy Business Marketing, LLC. CES accounted for 100% of the Company's energy operations segment revenues for the three months ended March 31, 2023. Additionally, CES accounted for approximately 100% of the Company’s accounts receivable balance as of March 31, 2023, including approximately $3.7 million CES expects to receive from PJM on the Company's behalf, and forward to the Company upon receipt. During the first quarter of 2023, following an updated calculation from PJM revising the expected December 2022 performance assessment interval account receivable, the Company recorded a decrease in the value of accounts receivable of $1,002,750 within general and administrative expenses in the condensed consolidated statement of operations. The Company expects to receive the approximately $3.7 million of remaining accounts receivable from PJM (via CES) during the remainder of 2023. For the three months ended March 31, 2023, and 2022, respectively, the Company purchased 19% and 13% of coal from two related parties. See Note 8 – Related-Party Transactions for further information. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 10 – COMMITMENTS AND CONTINGENCIES Commitments : As discussed in Note 4 – Equipment Deposits , the Company has entered into various equipment contracts to purchase miners. Most of these contracts required a percentage of deposits upfront and subsequent payments to cover the contracted purchase price of the equipment. Details of the outstanding purchase agreement with MinerVa are summarized below. MinerVa Semiconductor Corp On April 2, 2021, the Company entered into a purchase agreement (the "MinerVa Purchase Agreement") with MinerVa for the acquisition of 15,000 of their MV7 ASIC SHA256 model cryptocurrency miners with a total terahash to be delivered equal to 1.5 million terahash. The price per miner was $4,892.50 for an aggregate purchase price of $73,387,500 to be paid in installments. 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 March 31, 2023, there were no remaining deposits owed. In December 2021, the Company 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 had only delivered approximately 3,200 of the 15,000 miners. As a result, an impairment totaling $12,228,742, was in the first quarter of 2022. Furthermore, in the fourth quarter of 2022, the difference between the fair value of the MinerVa equipment deposits and the carrying value resulted in the Company recording an additional impairment charge of $5,120,000. As of March 31, 2023, MinerVa had delivered, refunded cash, or swapped into deliveries of industry-leading miners of equivalent value to approximately 12,700 of the 15,000 miners. 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. While the Company continues to engage in discussions with MinerVa on the delivery of the remaining miners, it does not know when the remaining miners will be delivered, if at all. On July 18, 2022, the Company provided written notice of dispute to MinerVa pursuant to the MinerVa Purchase Agreement obligating the Company and MinerVa to work together in good faith towards a resolution for a period of sixty (60) days. In accordance with the MinerVa Purchase Agreement, if no settlement has been reached after sixty (60) days, Stronghold Inc. may end discussions and declare an impasse and adhere to the dispute resolution provisions of the MinerVa Purchase Agreement. As the 60-day period has expired, the Company is evaluating all available remedies under the MinerVa Purchase Agreement. Contingencies: Legal Proceedings The Company experiences litigation in the normal course of business. Management is of the belief that none of this routine litigation will have a material adverse effect on the Company’s 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 McClymonds and Scrubgrass Generating Company, L.P. ("Scrubgrass") 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, Scrubgrass submitted its answering statement denying the claim of McClymonds in its entirety. On March 31, 2020, Scrubgrass 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, to February 3, 2022. On May 9, 2022, an award in the amount of $5.0 million plus interest of approximately $0.8 million was issued in favor of McClymonds. The two managing members of Q Power have executed a binding document to pay the full amount of the award and have begun to pay the full amount of the award, such that there will be no effect on the financial condition of the Company. McClymonds shall have no recourse to the Company with respect to the award. Allegheny Mineral Corporation v. Scrubgrass Generating Company, L.P., Butler County Court of Common Pleas, No. AD 19-11039 In November 2019, Allegheny Mineral Corporation ("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. After unsuccessful mediation in August 2020, the parties again attempted to mediate the case on October 26, 2022, which led to a mutual agreement to settlement terms of a $300,000 cash payment, and a supply agreement for limestone. Subject to completion of the settlement terms, this matter has been stayed in Butler County Court and the outstanding litigation has been terminated. Federal Energy Regulatory Commission ("FERC") Matters 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 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 an information gathering meeting with representatives from PJM regarding the notice of breach and Scrubgrass continues to work with PJM regarding the dispute, including conducting a necessary study agreement with respect to the Scrubgrass Plant. On January 20, 2022, the Company sent PJM a letter regarding the installation of a resistive computational load bank at the Panther Creek Plant. On March 1, 2022, the Company executed a necessary study agreement with respect to the Panther Creek Plant. On May 11, 2022, the Division of Investigations of the FERC Office of Enforcement (“OE”) informed the Company that the Office of Enforcement is conducting a non-public preliminary investigation concerning Scrubgrass’ compliance with various aspects of the PJM tariff. The OE requested that the Company provide certain information and documents concerning Scrubgrass’ operations by June 10, 2022. On July 13, 2022, after being granted an extension to respond by the OE, the Company submitted a formal response to the OE's request. Since the Company submitted its formal response to the OE's request, the Company has had further discussions with the OE regarding the Company's formal response. The OE's investigation, and discussions between the OE and the Company, regarding potential instances of non-compliance is continuing. The Company does not believe the PJM notice of breach, the Panther Creek necessary study agreement, or the preliminary investigation by the OE will have a material adverse effect on the Company’s reported financial position or results of operations, although the Company cannot predict with certainty the final outcome of these proceedings. Winter v. Stronghold Digital Mining Inc., et al., U.S. District Court for the Southern District of New York On April 14, 2022, the Company, and certain of our current and former directors, officers and underwriters were named in a putative class action complaint filed in the United States District Court for the Southern District of New York. In the complaint, the plaintiffs allege that the Company made misleading statements and/or failed to disclose material facts in violation of Section 11 of the Securities Act, 15 U.S.C. §77k and Section 15 of the Securities Act, about the Company’s business, operations, and prospects in the Company’s registration statement on Form S-1 related to its initial public offering, and when subsequent disclosures were made regarding these operational issues when the Company announced its fourth quarter and full year 2021 financial results, the Company’s stock price fell, causing significant losses and damages. As relief, the plaintiffs are seeking, among other things, compensatory damages. On August 4, 2022, co-lead plaintiffs were appointed. On October 18, 2022, the plaintiffs filed an amended complaint. On December 19, 2022, the Company filed a Motion to Dismiss. On February 17, 2023, the plaintiffs filed an opposition to the defendant's motion to dismiss. On March 20, 2023, the Company filed a reply brief in further support of its motion to dismiss. The Company cannot predict when the court will rule on its motion. The defendants believe the allegations in the initial complaint are without merit and intend to defend the suit vigorously. Mark Grams v. Treis Blockchain, LLC, Chain Enterprises, LLC, Cevon Technologies, LLC, Stronghold Digital Mining, LLC, David Pence, Michael Bolick, Senter Smith, Brian Lambretti and John Chain On May 4, 2023, Stronghold Digital Mining, LLC, a subsidiary of the Company, was named as one of several defendants in a complaint filed in the United States District Court for the Middle District of Alabama Eastern Division (the "Grams Complaint"). The Grams Complaint alleges that certain Bitcoin miners that the Company purchased from Treis Blockchain, |
REDEEMABLE COMMON STOCK
REDEEMABLE COMMON STOCK | 3 Months Ended |
Mar. 31, 2023 | |
Temporary Equity Disclosure [Abstract] | |
REDEEMABLE COMMON STOCK | NOTE 11 – REDEEMABLE COMMON STOCK Class V common stock represented 38.8% and 45.1% ownership of Stronghold LLC, as of March 31, 2023, and December 31, 2022, respectively, granting the owners of Q Power economic rights and, as a holder, one vote on all matters to be voted on by the Company's stockholders generally, and a redemption right into Class A shares. Refer to Note 12 – Noncontrolling Interests for more details. The Company classifies its Class V common stock as redeemable common stock in the accompanying condensed consolidated balance sheets 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 who determine whether to make a cash payment upon a Stronghold LLC unit holder’s exercise of its redemption rights. 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 March 31, 2023. The Company recorded redeemable common stock as presented in the table below. Common - Class V Shares Amount Balance - December 31, 2022 26,057,600 $ 11,754,587 Net loss attributable to noncontrolling interest — (18,119,131) Maximum redemption right valuation — 21,863,763 Balance - March 31, 2023 26,057,600 $ 15,499,219 NOTE 15 – PRIVATE PLACEMENTS May 2022 Private Placement On May 15, 2022, the Company entered into a note and warrant purchase agreement (the “Purchase Agreement”), by and among the Company and the purchasers thereto (collectively, the “May Purchasers”), whereby the Company agreed to issue and sell to the May Purchasers, and the May Purchasers agreed to purchase from the Company, (i) $33,750,000 aggregate principal amount of 10.00% unsecured convertible promissory notes (the “May 2022 Notes”) and (ii) warrants (the “May 2022 Warrants”) representing the right to purchase up to 6,318,000 shares of Class A common stock, of the Company with an exercise price per share equal to $2.50, on the terms and subject to the conditions set forth in the Purchase Agreement (collectively, the “2022 Private Placement”). The Purchase Agreement contained representations and warranties by the Company and the May Purchasers that are customary for transactions of this type. The May 2022 Notes and the May 2022 Warrants were sold for aggregate consideration of approximately $27.0 million. In connection with the 2022 Private Placement, the Company undertook to negotiate with the May Purchasers and to file a certificate of designation with the State of Delaware, following the closing of the 2022 Private Placement, for the terms of a new series of preferred stock. In connection with the 2022 Private Placement, the May 2022 Warrants were issued pursuant to the Warrant Agreement. The May 2022 Warrants are subject to mandatory cashless exercise provisions and have certain anti-dilution provisions. The May 2022 Warrants are exercisable for a five-year period from the closing. The issuance of the May 2022 Notes was within the scope of ASC 480-10 and, therefore, was initially measured at fair value (consistent with ASC 480-10-30-7). Additionally, under the guidance provided by ASC 815-40-15-7, the Company determined that the May 2022 Warrants were indexed to the Company's stock. As a result, the May 2022 Warrants were initially recorded at their fair value within equity. The May 2022 Notes were valued using the gross yield method under the income approach. As of the issuance date of May 15, 2022, a calibration analysis was performed by back solving the implied yield associated with the May 2022 Notes, such that the total value of the May 2022 Notes and the May 2022 Warrants equaled the purchase amount. The calibrated yield was then rolled forward for changes to the risk-free rate and option-adjusted spreads to the August 16, 2022, valuation date to value the May 2022 Notes. On August 16, 2022, the Company entered into an amendment to the Purchase Agreement, by and among the Company and the May Purchasers, whereby the Company agreed to amend the Purchase Agreement, such that $11.25 million of the outstanding principal was exchanged for the May Purchaser's execution of an amended and restated warrant agreement pursuant to which the strike price of the 6,318,000 May 2022 Warrants was reduced from $2.50 to $0.01. After giving effect to the principal reduction and amended and restated warrants, the Company was to continue to make subsequent monthly, payments to the May Purchasers on the fifteenth (15th) day of each of November 2022, December 2022, January 2023, and February 2023. The Company was able to elect to pay each such payment (A) in cash or (B) in shares of common stock, in each case, at a twenty percent (20%) discount to the average of the daily VWAPs for each of the twenty (20) consecutive trading days preceding the payment date. Series C Convertible Preferred Stock On December 30, 2022, the Company entered into an exchange agreement (the “Exchange Agreement”) with the holders (the “Purchasers”) of the May 2022 Notes (as defined above) whereby the May 2022 Notes were to be exchanged for shares of a new series of convertible preferred stock, par value $0.0001 per share (the “Series C Preferred Stock”) that, among other things, will convert into shares of Class A common stock or pre-funded warrants that may be exercised for shares of Class A common stock, at a conversion rate equal to the stated value of $1,000 per share plus cash in lieu of fractional shares, divided by a conversion price of $0.40 per share of Class A common stock. Upon the fifth anniversary of the Series C Preferred Stock, each outstanding share of Series C Preferred Stock will automatically and immediately convert into Class A common stock or pre-funded warrants. In the event of a liquidation, the Purchasers shall be entitled to receive an amount per share of Series C Preferred Stock equal to its stated value of $1,000 per share. The Exchange Agreement closed on February 20, 2023. Pursuant to the Exchange Agreement, the Purchasers received an aggregate 23,102 shares of the Series C Preferred Stock, in exchange for the cancellation of an aggregate $17,893,750 of principal and accrued interest, representing all of the amounts owed to the Purchasers under the May 2022 Notes. On February 20, 2023, one Purchaser converted 1,530 shares of the Series C Preferred Stock to 3,825,000 shares of the Company’s Class A common stock. The rights and preferences of the Series C Preferred Stock are designated in a certificate of designation, and the Company provided certain registration rights to the Purchasers. September 2022 Private Placement On September 13, 2022, the Company entered into Securities Purchase Agreements with Armistice and Greg Beard, the Company's chairman and chief executive officer (together with Armistice, the “September 2022 Private Placement Purchasers”), for the purchase and sale of 2,274,350 and 602,409 shares, respectively, of Class A common stock, par value $0.0001 per share at a purchase price of $1.60 and $1.66, respectively, and warrants to purchase an aggregate of 5,602,409 shares of Class A common stock, at an initial exercise price of $1.75 per share (subject to certain adjustments). Subject to certain ownership limitations, such warrants are exercisable upon issuance and will be exercisable for five and a half years commencing upon the date of issuance. Armistice also purchased the pre-funded warrants to purchase 2,725,650 shares of Class A common stock at a purchase price of $1.60 per pre-funded warrant. The pre-funded warrants have an exercise price of $0.0001 per warrant share. The transaction closed on September 19, 2022. The gross proceeds from the sale of such securities, before deducting offering expenses, was approximately $9.0 million. The warrant liabilities are subject to remeasurement at each balance sheet date, and any change in fair value is recognized as "changes in fair value of warrant liabilities" in the consolidated statements of operations. The fair value of the warrant liabilities was estimated as of March 31, 2023, using a Black-Scholes model with significant inputs as follows: March 31, 2023 Expected volatility 132.1 % Expected life (in years) 5.50 Risk-free interest rate 3.6 % Expected dividend yield 0.00 % Fair value $ 2,846,548 April 2023 Private Placement On April 20, 2023, the Company entered into Securities Purchase Agreements with an institutional investor and the Company’s chairman and chief executive officer, Greg Beard, for the purchase and sale of shares of Class A common stock, par value $0.0001 per share at a purchase price of $1.00 per share, and warrants to purchase shares of Class A common stock, at an initial exercise price of $1.10 per share (subject to certain adjustments in accordance with the terms thereof). Pursuant to the Securities Purchase Agreements, the institutional investor invested $9.0 million in exchange for an aggregate of 9,000,000 shares of Class A common stock and pre-funded warrants, and Mr. Beard invested $1.0 million in exchange for an aggregate of 1,000,000 shares of Class A common stock, in each case at a price of $1.00 per share equivalent. Further, the institutional investor and Mr. Beard received warrants exercisable for 9,000,000 shares and 1,000,000 shares, respectively, of Class A common stock. Subject to certain ownership limitations, the warrants are exercisable six months after issuance. The warrants are exercisable for five and a half years commencing upon the date of issuance, subject to certain ownership limitations. The pre-funded warrants have an exercise price of $0.0001 per warrant share and are immediately exercisable, subject to certain ownership limitations . The gross proceeds from the April 2023 Private Placement, before deducting offering expenses, was approximately $10.0 million. The April 2023 Private Placement closed on April 21, 2023. Additionally, as previously disclosed, the Company entered into Securities Purchase Agreements with the September 2022 Private Placement Purchasers for, in part, warrants to purchase an aggregate of 5,602,409 shares of Class A common stock, at an exercise price of $1.75 per share. On April 20, 2023, the Company and the September 2022 Private Placement Purchasers entered into amendments to, among other things, adjust the strike price of the warrants from $1.75 per share to $1.01 per share. |
NONCONTROLLING INTEREST
NONCONTROLLING INTEREST | 3 Months Ended |
Mar. 31, 2023 | |
Noncontrolling Interest [Abstract] | |
NONCONTROLLING INTEREST | NOTE 12 – NONCONTROLLING INTERESTS The Company is the sole managing member of Stronghold LLC and, as a result, consolidates the financial results of Stronghold LLC and reports a noncontrolling 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, are accounted for as redeemable common stock transactions. As such, future redemptions or direct exchanges of common units of Stronghold LLC by the continuing equity owners will result in changes to the amount recorded as noncontrolling interest. Refer to Note 11 – Redeemable Common Stock which describes the redemption rights of the noncontrolling interest. Class V common stock represented 38.8% and 45.1% ownership of Stronghold LLC, as of March 31, 2023, and December 31, 2022, respectively, granting the owners of Q Power economic rights and, as a holder, one vote on all matters to be voted on by the Company's stockholders generally, and a redemption right into shares of Class A common stock. The following summarizes the redeemable common stock adjustments pertaining to the noncontrolling interest as of and for the three months ended March 31, 2023: Class V Common Stock Outstanding Fair Value Price Temporary Equity Adjustments Balance - December 31, 2022 26,057,600 $ 0.45 $ 11,754,587 Net loss for the three months ended March 31, 2023 (18,119,131) Adjustment of temporary equity to redemption amount (1) 21,863,763 Balance - March 31, 2023 26,057,600 $ 0.59 $ 15,499,219 (1) Temporary equity adjustment based on Class V common stock outstanding at fair value price at each quarter end, using a 10-day variable weighted average price ("VWAP") of trading dates including the closing date. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 13 – STOCK-BASED COMPENSATION Stock-based compensation expense was $2,449,324 and $2,592,995 for the three months ended March 31, 2023, and 2022, respectively. There was no income tax benefit related to stock-based compensation expense due to the Company having a full valuation allowance recorded against its deferred income tax assets. On March 15, 2023, the Company entered into award agreements with certain executive officers. In total, the executive officers were granted 2,725,000 restricted stock units in exchange for the cancellation of 986,688 stock options and 250,000 performance share units previously granted to the executive officers. All restricted stock units were granted under the Company’s previously adopted Omnibus Incentive Plan, dated October 19, 2021. The Company evaluated this modification under ASC 718, Compensation – Stock Compensation , and determined there was no significant impact on the Company's results of operations for the three months ended March 31, 2023. |
WARRANTS
WARRANTS | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
WARRANTS | NOTE 14 – WARRANTS The following table summarizes outstanding warrants as of March 31, 2023. Number of Warrants Outstanding as of December 31, 2022 15,875,106 Issued 3,000,000 Exercised (5,002,650) Outstanding as of March 31, 2023 13,872,456 B&M Warrant On March 28, 2023, as part of the B&M Settlement described in Note 7 – Debt , the Company issued a stock purchase warrant to B&M providing for the right to purchase from the Company 3,000,000 shares of Class A common stock, par value $0.0001 per share, at an exercise price of $0.0001 per warrant share. May 2022 Private Placement On May 15, 2022, the Company entered into a note and warrant purchase agreement, by and among the Company and the purchasers thereto, whereby the Company agreed to issue and sell (i) $33,750,000 aggregate principal amount of 10.00% unsecured convertible promissory notes and (ii) warrants representing the right to purchase up to 6,318,000 shares of Class A common stock of the Company with an exercise price per share equal to $2.50. The promissory notes and warrants were sold for aggregate consideration of approximately $27 million. On August 16, 2022, the Company amended the note and warrant purchase agreement, such that $11.25 million of the outstanding principal was exchanged for the execution of an amended and restated warrant agreement pursuant to which the strike price of the 6,318,000 warrants was reduced from $2.50 to $0.01. Refer to Note 15 – Private Placements for additional details. During the three months ended March 31, 2023, 2,277,000 of warrants issued in connection with the May 2022 Private Placement, or subsequent transactions associated with the unsecured convertible promissory notes, were exercised. September 2022 Private Placement On September 13, 2022, the Company entered into Securities Purchase Agreements with Armistice Capital Master Fund Ltd. ("Armistice") and Greg Beard, the Company's chairman and chief executive officer, for the purchase and sale of 2,274,350 and 602,409 shares of Class A common stock, respectively, and warrants to purchase an aggregate of 5,602,409 shares of Class A common stock, at an initial exercise price of $1.75 per share. Refer to Note 15 – Private Placements for additional details. As part of the transaction, Armistice purchased the pre-funded warrants for 2,725,650 shares of Class A common stock at a purchase price of $1.60 per warrant. The pre-funded warrants have an exercise price of $0.0001 per warrant share. As of and during the three months ended March 31, 2023, the pre-funded warrants for 2,725,650 shares of Class A common stock have been exercised. In April 2023, the Company, Armistice and Mr. Beard entered into amendments to, among other things, adjust the strike price of the remaining outstanding warrants from $1.75 per share to $1.01 per share. Refer to Note 15 – Private Placements for additional details. April 2023 Private Placement On April 20, 2023, the Company entered into Securities Purchase Agreements with an institutional investor and Greg Beard for the purchase and sale of shares of Class A common stock, par value $0.0001 per share at a purchase price of $1.00 per share, and warrants to purchase shares of Class A common stock, at an initial exercise price of $1.10 per share (the “April 2023 Private Placement”). Pursuant to the Securities Purchase Agreements, the institutional investor invested $9.0 million in exchange for an aggregate of 9,000,000 shares of Class A common stock and pre-funded warrants, and Mr. Beard invested $1.0 million in exchange for an aggregate of 1,000,000 shares of Class A common stock, in each case at a price of $1.00 per share equivalent. Further, the institutional investor and Mr. Beard received warrants exercisable for 9,000,000 shares and 1,000,000 shares, respectively, of Class A common stock. Refer to Note 15 – Private Placements for additional details. |
PRIVATE PLACEMENTS
PRIVATE PLACEMENTS | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
PRIVATE PLACEMENTS | NOTE 11 – REDEEMABLE COMMON STOCK Class V common stock represented 38.8% and 45.1% ownership of Stronghold LLC, as of March 31, 2023, and December 31, 2022, respectively, granting the owners of Q Power economic rights and, as a holder, one vote on all matters to be voted on by the Company's stockholders generally, and a redemption right into Class A shares. Refer to Note 12 – Noncontrolling Interests for more details. The Company classifies its Class V common stock as redeemable common stock in the accompanying condensed consolidated balance sheets 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 who determine whether to make a cash payment upon a Stronghold LLC unit holder’s exercise of its redemption rights. 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 March 31, 2023. The Company recorded redeemable common stock as presented in the table below. Common - Class V Shares Amount Balance - December 31, 2022 26,057,600 $ 11,754,587 Net loss attributable to noncontrolling interest — (18,119,131) Maximum redemption right valuation — 21,863,763 Balance - March 31, 2023 26,057,600 $ 15,499,219 NOTE 15 – PRIVATE PLACEMENTS May 2022 Private Placement On May 15, 2022, the Company entered into a note and warrant purchase agreement (the “Purchase Agreement”), by and among the Company and the purchasers thereto (collectively, the “May Purchasers”), whereby the Company agreed to issue and sell to the May Purchasers, and the May Purchasers agreed to purchase from the Company, (i) $33,750,000 aggregate principal amount of 10.00% unsecured convertible promissory notes (the “May 2022 Notes”) and (ii) warrants (the “May 2022 Warrants”) representing the right to purchase up to 6,318,000 shares of Class A common stock, of the Company with an exercise price per share equal to $2.50, on the terms and subject to the conditions set forth in the Purchase Agreement (collectively, the “2022 Private Placement”). The Purchase Agreement contained representations and warranties by the Company and the May Purchasers that are customary for transactions of this type. The May 2022 Notes and the May 2022 Warrants were sold for aggregate consideration of approximately $27.0 million. In connection with the 2022 Private Placement, the Company undertook to negotiate with the May Purchasers and to file a certificate of designation with the State of Delaware, following the closing of the 2022 Private Placement, for the terms of a new series of preferred stock. In connection with the 2022 Private Placement, the May 2022 Warrants were issued pursuant to the Warrant Agreement. The May 2022 Warrants are subject to mandatory cashless exercise provisions and have certain anti-dilution provisions. The May 2022 Warrants are exercisable for a five-year period from the closing. The issuance of the May 2022 Notes was within the scope of ASC 480-10 and, therefore, was initially measured at fair value (consistent with ASC 480-10-30-7). Additionally, under the guidance provided by ASC 815-40-15-7, the Company determined that the May 2022 Warrants were indexed to the Company's stock. As a result, the May 2022 Warrants were initially recorded at their fair value within equity. The May 2022 Notes were valued using the gross yield method under the income approach. As of the issuance date of May 15, 2022, a calibration analysis was performed by back solving the implied yield associated with the May 2022 Notes, such that the total value of the May 2022 Notes and the May 2022 Warrants equaled the purchase amount. The calibrated yield was then rolled forward for changes to the risk-free rate and option-adjusted spreads to the August 16, 2022, valuation date to value the May 2022 Notes. On August 16, 2022, the Company entered into an amendment to the Purchase Agreement, by and among the Company and the May Purchasers, whereby the Company agreed to amend the Purchase Agreement, such that $11.25 million of the outstanding principal was exchanged for the May Purchaser's execution of an amended and restated warrant agreement pursuant to which the strike price of the 6,318,000 May 2022 Warrants was reduced from $2.50 to $0.01. After giving effect to the principal reduction and amended and restated warrants, the Company was to continue to make subsequent monthly, payments to the May Purchasers on the fifteenth (15th) day of each of November 2022, December 2022, January 2023, and February 2023. The Company was able to elect to pay each such payment (A) in cash or (B) in shares of common stock, in each case, at a twenty percent (20%) discount to the average of the daily VWAPs for each of the twenty (20) consecutive trading days preceding the payment date. Series C Convertible Preferred Stock On December 30, 2022, the Company entered into an exchange agreement (the “Exchange Agreement”) with the holders (the “Purchasers”) of the May 2022 Notes (as defined above) whereby the May 2022 Notes were to be exchanged for shares of a new series of convertible preferred stock, par value $0.0001 per share (the “Series C Preferred Stock”) that, among other things, will convert into shares of Class A common stock or pre-funded warrants that may be exercised for shares of Class A common stock, at a conversion rate equal to the stated value of $1,000 per share plus cash in lieu of fractional shares, divided by a conversion price of $0.40 per share of Class A common stock. Upon the fifth anniversary of the Series C Preferred Stock, each outstanding share of Series C Preferred Stock will automatically and immediately convert into Class A common stock or pre-funded warrants. In the event of a liquidation, the Purchasers shall be entitled to receive an amount per share of Series C Preferred Stock equal to its stated value of $1,000 per share. The Exchange Agreement closed on February 20, 2023. Pursuant to the Exchange Agreement, the Purchasers received an aggregate 23,102 shares of the Series C Preferred Stock, in exchange for the cancellation of an aggregate $17,893,750 of principal and accrued interest, representing all of the amounts owed to the Purchasers under the May 2022 Notes. On February 20, 2023, one Purchaser converted 1,530 shares of the Series C Preferred Stock to 3,825,000 shares of the Company’s Class A common stock. The rights and preferences of the Series C Preferred Stock are designated in a certificate of designation, and the Company provided certain registration rights to the Purchasers. September 2022 Private Placement On September 13, 2022, the Company entered into Securities Purchase Agreements with Armistice and Greg Beard, the Company's chairman and chief executive officer (together with Armistice, the “September 2022 Private Placement Purchasers”), for the purchase and sale of 2,274,350 and 602,409 shares, respectively, of Class A common stock, par value $0.0001 per share at a purchase price of $1.60 and $1.66, respectively, and warrants to purchase an aggregate of 5,602,409 shares of Class A common stock, at an initial exercise price of $1.75 per share (subject to certain adjustments). Subject to certain ownership limitations, such warrants are exercisable upon issuance and will be exercisable for five and a half years commencing upon the date of issuance. Armistice also purchased the pre-funded warrants to purchase 2,725,650 shares of Class A common stock at a purchase price of $1.60 per pre-funded warrant. The pre-funded warrants have an exercise price of $0.0001 per warrant share. The transaction closed on September 19, 2022. The gross proceeds from the sale of such securities, before deducting offering expenses, was approximately $9.0 million. The warrant liabilities are subject to remeasurement at each balance sheet date, and any change in fair value is recognized as "changes in fair value of warrant liabilities" in the consolidated statements of operations. The fair value of the warrant liabilities was estimated as of March 31, 2023, using a Black-Scholes model with significant inputs as follows: March 31, 2023 Expected volatility 132.1 % Expected life (in years) 5.50 Risk-free interest rate 3.6 % Expected dividend yield 0.00 % Fair value $ 2,846,548 April 2023 Private Placement On April 20, 2023, the Company entered into Securities Purchase Agreements with an institutional investor and the Company’s chairman and chief executive officer, Greg Beard, for the purchase and sale of shares of Class A common stock, par value $0.0001 per share at a purchase price of $1.00 per share, and warrants to purchase shares of Class A common stock, at an initial exercise price of $1.10 per share (subject to certain adjustments in accordance with the terms thereof). Pursuant to the Securities Purchase Agreements, the institutional investor invested $9.0 million in exchange for an aggregate of 9,000,000 shares of Class A common stock and pre-funded warrants, and Mr. Beard invested $1.0 million in exchange for an aggregate of 1,000,000 shares of Class A common stock, in each case at a price of $1.00 per share equivalent. Further, the institutional investor and Mr. Beard received warrants exercisable for 9,000,000 shares and 1,000,000 shares, respectively, of Class A common stock. Subject to certain ownership limitations, the warrants are exercisable six months after issuance. The warrants are exercisable for five and a half years commencing upon the date of issuance, subject to certain ownership limitations. The pre-funded warrants have an exercise price of $0.0001 per warrant share and are immediately exercisable, subject to certain ownership limitations . The gross proceeds from the April 2023 Private Placement, before deducting offering expenses, was approximately $10.0 million. The April 2023 Private Placement closed on April 21, 2023. Additionally, as previously disclosed, the Company entered into Securities Purchase Agreements with the September 2022 Private Placement Purchasers for, in part, warrants to purchase an aggregate of 5,602,409 shares of Class A common stock, at an exercise price of $1.75 per share. On April 20, 2023, the Company and the September 2022 Private Placement Purchasers entered into amendments to, among other things, adjust the strike price of the warrants from $1.75 per share to $1.01 per share. |
SEGMENT REPORTING
SEGMENT REPORTING | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | NOTE 16 – SEGMENT REPORTING Operating 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 assess performance. The Company's CEO is the chief operating decision maker. The Company functions in two operating segments, Energy Operations and Cryptocurrency Operations , about which separate financial information is presented below. Three Months Ended March 31, 2023 March 31, 2022 OPERATING REVENUES: Energy Operations $ 3,642,921 $ 11,109,581 Cryptocurrency Operations 13,623,294 18,272,069 Total operating revenues $ 17,266,215 $ 29,381,650 NET OPERATING LOSS: Energy Operations $ (10,734,947) $ (12,097,125) Cryptocurrency Operations (3,881,166) (16,834,089) Total net operating loss $ (14,616,113) $ (28,931,214) OTHER EXPENSE [A] (32,044,449) (3,375,202) NET LOSS $ (46,660,562) $ (32,306,416) DEPRECIATION AND AMORTIZATION: Energy Operations $ (1,332,873) $ (1,256,101) Cryptocurrency Operations (6,389,968) (11,063,480) Total depreciation and amortization $ (7,722,841) $ (12,319,581) INTEREST EXPENSE: Energy Operations $ (159,287) $ (31,522) Cryptocurrency Operations (2,224,626) (2,879,931) Total interest expense $ (2,383,913) $ (2,911,453) [A] The Company does not allocate other income (expense) for segment reporting purposes. Amount is shown as a reconciling item between net operating income (loss) and consolidated net income (loss). Refer to the accompanying condensed consolidated statements of operations for further details. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | NOTE 17 – EARNINGS (LOSS) PER SHARE Basic EPS is computed by dividing the Company’s net income (loss) by the weighted average number of Class A 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 following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted net loss per share of Class A common stock for the three months ended March 31, 2023, and 2022. Three Months Ended March 31, 2023 March 31, 2022 Numerator: Net loss $ (46,660,562) $ (32,306,416) Less: net loss attributable to noncontrolling interest (18,119,131) (18,897,638) Net loss attributable to Stronghold Digital Mining, Inc. $ (28,541,431) $ (13,408,778) Denominator : Weighted average number of Class A common shares outstanding 43,756,137 20,206,103 Basic net loss per share $ (0.65) $ (0.66) Diluted net loss per share $ (0.65) $ (0.66) Securities that could potentially dilute earnings (loss) per share in the future were not included in the computation of diluted loss per share for the three months ended March 31, 2023, and 2022, because their inclusion would be anti-dilutive. The potentially dilutive impact of Series C Preferred Stock not yet exchanged for shares of Class A common stock totaled 53,930,000 as of March 31, 2023. Subsequent to March 31, 2023, as described in Note 15 – Private Placements , the Company completed the April 2023 Private Placement , which resulted in an aggregate 10,000,000 shares of common stock and 10,000,000 pre-funded warrants issued to an institutional investor and Greg Beard, the Company's chairman and chief executive officer, in exchange for their investments. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 18 – INCOME TAXES Tax Receivable Agreement The Company entered into a Tax Receivable Agreement (“TRA”) with Q Power and an agent named by Q Power on April 1, 2021 (to which an additional holder was subsequently joined as an additional "TRA Holder" on March 14, 2023), pursuant to which the Company will pay the TRA Holders 85% of the realized (or, in certain circumstances, deemed to be realized) cash tax savings attributable to the tax basis step-ups arising from taxable exchanges of units and certain other items. During 2022, a taxable exchange of Stronghold LLC units, together with a corresponding number of Class V common shares by Q Power for Class A common stock of the Company, resulted in adjustments to the tax basis of Stronghold LLC’s assets. Such step-ups in tax basis, which were allocated to Stronghold Inc., are expected to increase Stronghold Inc.’s tax depreciation, amortization and/or other cost recovery deductions, which may reduce the amount of tax Stronghold Inc. would otherwise be required to pay in the future. No cash tax savings have been realized by Stronghold Inc. with respect to these basis adjustments due to the Company’s estimated taxable losses, and the realization of cash tax savings in the future is dependent, in part, on estimates of sufficient future taxable income. As such, a deferred income tax asset has not been recorded due to maintaining a valuation allowance on the Company’s deferred income tax assets, and no liability has been recorded with respect to the TRA in light of the applicable criteria for accrual. Estimating the amount and timing of Stronghold Inc.'s realization of income tax benefits subject to the TRA is imprecise and unknown at this time and will vary based on a number of factors, including when future redemptions actually occur. Accordingly, the Company has not recorded any deferred income tax asset or liability associated with the TRA. Provision for Income Taxes The provision for income taxes for the three months ended March 31, 2023, and 2022, was zero, resulting in an effective income tax rate of zero. The difference between the statutory income tax rate of 21% and the Company’s effective tax rate for the three months ended March 31, 2023, and 2022, was primarily due to pre-tax losses attributable to the noncontrolling interest and due to maintaining a valuation allowance against the Company’s deferred income tax assets. 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 income tax assets, as required by ASC 740, Income Taxes . In light of the criteria under ASC 740 for recognizing the tax benefit of deferred income tax assets, the Company maintained a valuation allowance against its federal and state deferred income tax assets as of March 31, 2023, and December 31, 2022. |
SUPPLEMENTAL CASH AND NON-CASH
SUPPLEMENTAL CASH AND NON-CASH INFORMATION | 3 Months Ended |
Mar. 31, 2023 | |
Additional Cash Flow Elements and Supplemental Cash Flow Information [Abstract] | |
SUPPLEMENTAL CASH AND NON-CASH INFORMATION | NOTE 19 – SUPPLEMENTAL CASH AND NON-CASH INFORMATION Supplemental disclosures of cash flow information for the three months ended March 31, 2023, and 2022, were as follows: March 31, 2023 March 31, 2022 Income tax payments $ — $ — Interest payments $ 2,222,350 $ 837,174 Supplementary non-cash investing and financing activities consisted of the following for the three months ended March 31, 2023, and 2022: March 31, 2023 March 31, 2022 Equipment financed with debt $ — $ 30,750,688 Purchases of property, plant and equipment included in accounts payable or accrued liabilities 3,716 — Reclassifications from deposits to property, plant and equipment 4,658,970 — Issued as part of financing: Warrants – WhiteHawk — 1,150,000 Convertible Note Exchange for Series C Convertible Preferred Stock: Extinguishment of convertible note 16,812,500 — Extinguishment of accrued interest 655,500 — Issuance of Series C convertible preferred stock, net of issuance costs 45,386,944 — B&M Settlement: Warrants – B&M 1,739,882 — Return of transformers to settle outstanding payable 6,007,500 — Issuance of B&M Note 3,500,000 — Elimination of accounts payable 11,426,720 — |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 20 – SUBSEQUENT EVENTS April 2023 Private Placement On April 20, 2023, the Company entered into Securities Purchase Agreements with an institutional investor and the Company’s chairman and chief executive officer, Greg Beard, for the purchase and sale of shares of Class A common stock, par value $0.0001 per share at a purchase price of $1.00 per share, and warrants to purchase shares of Class A common stock, at an initial exercise price of $1.10 per share (subject to certain adjustments in accordance with the terms thereof). Pursuant to the Securities Purchase Agreements, the institutional investor invested $9.0 million in exchange for an aggregate of 9,000,000 shares of Class A common stock and pre-funded warrants, and Mr. Beard invested $1.0 million in exchange for an aggregate of 1,000,000 shares of Class A common stock, in each case at a price of $1.00 per share equivalent. Further, the institutional investor and Mr. Beard received warrants exercisable for 9,000,000 shares and 1,000,000 shares, respectively, of Class A common stock. Subject to certain ownership limitations, the warrants are exercisable six months after issuance. The warrants are exercisable for five and a half years commencing upon the date of issuance, subject to certain ownership limitations. The pre-funded warrants have an exercise price of $0.0001 per warrant share and are immediately exercisable, subject to certain ownership limitations . The gross proceeds from the April 2023 Private Placement, before deducting offering expenses, was approximately $10.0 million. The April 2023 Private Placement closed on April 21, 2023. Additionally, as previously disclosed, the Company entered into Securities Purchase Agreements with the September 2022 Private Placement Purchasers for, in part, warrants to purchase an aggregate of 5,602,409 shares of Class A common stock, at an exercise price of $1.75 per share. On April 20, 2023, the Company and the September 2022 Private Placement Purchasers entered into amendments to, among other things, adjust the strike price of the warrants from $1.75 per share to $1.01 per share. MicroBT Miner Purchase On April 20, 2023, Stronghold Inc. entered into a Master Sales and Purchase Agreement to acquire 5,000 new, latest-generation MicroBT WhatsMiner M50 miners (the “M50 Miners”) for $15.50 per terahash per second, including shipping. The M50 Miners have an average hash rate of 118 terahash per second and energy efficiency of 28.5 joules per terahash. This addition of approximately 600 petahash per second of hash rate capacity is expected to grow Stronghold Inc.'s total delivered hash rate capacity by over 20% to over 3.2 exahash per second (“EH/s”) and to approximately 3.5 EH/s with all remaining contracted miners delivered. The Company expects to receive and install the M50 Miners during the second quarter of 2023. Canaan Bitcoin Mining Agreement On April 27, 2023, the Company signed a two-year hosting agreement with Cantaloupe Digital LLC, a subsidiary of Canaan Inc. ("Canaan"), whereby Stronghold Inc. will operate 2,000 A1346 (110 TH/s per miner) and 2,000 A1246 (90 TH/s per miner) Bitcoin miners supplied by Canaan (the “Canaan Miners”), with total hash rate capacity of 400 PH/s (the “Canaan Bitcoin Mining Agreement”). The Canaan Bitcoin Mining Agreement has a two-year term, with no unilateral early termination option. The Company will receive 50% of the Bitcoin mined by the Canaan Miners and receive payments from Canaan equal to 55% of the net cost of power at the Company’s Panther Creek Plant, in dollar-per-megawatt-hour terms, calculated on a monthly basis. Additionally, Stronghold Inc. will retain all upside associated with selling power to the grid, and, if the Company elects to curtail the Canaan Miners to sell power to the grid, Canaan will receive a true-up payment that represent estimates of the Bitcoin mining revenue would have been generated had the miners not been curtailed. The A1246 Bitcoin miners are to be installed by May 15, 2023, and the A1346 Bitcoin miners are to be installed by June 15, 2023. On May 3, 2023, the 2,000 A1246 Bitcoin miners were delivered to the Company's Panther Creek Plant and were ready to be deployed. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Certain information and footnote disclosures normally included in the annual financial statements, prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"), have been condensed or omitted. Certain reclassifications of amounts previously reported have been made to the accompanying condensed consolidated financial statements in order to conform to current presentation. Additionally, since there are no differences between net income (loss) and comprehensive income (loss), all references to comprehensive income (loss) have been excluded from the condensed consolidated financial statements. |
Reclassification | ReclassificationDuring the first quarter of 2023, the Company revised its accounting policy to reclassify the presentation of imported power charges. Imported power charges are now recorded within fuel expenses, whereas they were previously netted against energy revenue. Prior periods have been reclassified to conform to the current period presentation. The reclassification increased 2022 energy revenues and fuel expenses as shown in the table below. The reclassification had no impact on net operating income (loss), earnings per share or equity. |
Recently Implemented Accounting Pronouncements/Recently Issued Accounting Pronouncements | Recently Implemented Accounting Pronouncements In September 2016, the Financial Accounting Standards Board issued ASU 2016-13, Financial Instruments – Credit Losses , which adds a new impairment model, known as the current expected credit loss ("CECL") model, that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes an allowance for its estimate of expected credit losses at the initial recognition of an in-scope financial instrument and applies it to most debt instruments, trade receivables, lease receivables, financial guarantee contracts, and other loan commitments. The CECL model does not have a minimum threshold for recognition of impairment losses and entities will need to measure expected credit losses on assets that have a low risk of loss. Since the Company is a smaller reporting company, as defined by the U.S. Securities and Exchange Commission (the "SEC"), the new guidance became effective on January 1, 2023. The Company adopted ASU 2016-13 effective January 1, 2023, but the adoption of ASU 2016-13 did not have an impact on the Company's consolidated financial statements. Recently Issued Accounting Pronouncements There have been no recently issued accounting pronouncements applicable to the Company. |
BASIS OF PRESENTATION (Tables)
BASIS OF PRESENTATION (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Reclassifications | The reclassification increased 2022 energy revenues and fuel expenses as shown in the table below. The reclassification had no impact on net operating income (loss), earnings per share or equity. Three Months Ended March 31, 2022 June 30, 2022 September 30, 2022 December 31, 2022 Energy revenues - previously disclosed $ 8,362,801 $ 7,129,732 $ 11,454,016 $ 14,247,688 Reclassification: imported power charges 681,591 561,494 1,617,878 1,329,753 Energy revenues - restated $ 9,044,392 $ 7,691,226 $ 13,071,894 $ 15,577,441 Fuel expenses - previously disclosed $ 9,338,394 $ 8,626,671 $ 8,466,588 $ 2,348,457 Reclassification: imported power charges 681,591 561,494 1,617,878 1,329,753 Fuel expenses - restated $ 10,019,985 $ 9,188,165 $ 10,084,466 $ 3,678,210 |
DIGITAL CURRENCIES (Tables)
DIGITAL CURRENCIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Digital Currencies | As of March 31, 2023, the Company held an aggregate amount of $672,852 in digital currencies comprised of unrestricted Bitcoin. Changes in digital currencies consisted of the following for the three months ended March 31, 2023, and 2022: March 31, 2023 March 31, 2022 Digital currencies at beginning of period $ 109,827 $ 10,417,865 Additions of digital currencies 12,921,075 18,204,193 Realized gain on sale of digital currencies 326,768 751,110 Impairment losses (71,477) (2,506,172) Proceeds from sale of digital currencies (12,613,341) (12,998,410) Digital currencies at end of period $ 672,852 $ 13,868,586 |
INVENTORY (Tables)
INVENTORY (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consisted of the following components as of March 31, 2023, and December 31, 2022: March 31, 2023 December 31, 2022 Waste coal $ 4,267,308 $ 4,147,369 Fuel oil 60,913 143,592 Limestone 372,611 180,696 Inventory $ 4,700,832 $ 4,471,657 |
EQUIPMENT DEPOSITS (Tables)
EQUIPMENT DEPOSITS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Equipment Deposits | The following table details the total equipment deposits of $5,422,338 as of March 31, 2023: Vendor Model Count Delivery Timeframe Total Transferred to Impairment Sold Equipment MinerVa MinerVa MV7 15,000 Oct '21 - TBD $ 68,887,550 $ (37,415,271) $ (17,348,742) $ (8,701,199) $ 5,422,338 Totals 15,000 $ 68,887,550 $ (37,415,271) $ (17,348,742) $ (8,701,199) $ 5,422,338 [A] 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. |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment consisted of the following as of March 31, 2023, and December 31, 2022: Useful Lives (Years) March 31, 2023 December 31, 2022 Electric plant 10 - 60 $ 66,490,600 $ 66,295,809 Strongboxes and power transformers 8 - 30 54,588,284 52,318,704 Machinery and equipment 5 - 20 18,131,977 18,131,977 Rolling stock 5 - 7 261,000 261,000 Cryptocurrency machines and powering supplies 2 - 3 86,481,239 81,945,396 Computer hardware and software 2 - 5 17,196 17,196 Vehicles and trailers 2 - 7 659,133 659,133 Construction in progress Not Depreciable 11,099,409 19,553,826 Asset retirement cost 10 - 30 580,452 580,452 238,309,290 239,763,493 Accumulated depreciation and amortization (79,942,606) (72,558,812) Property, plant and equipment, net $ 158,366,684 $ 167,204,681 |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following as of March 31, 2023, and December 31, 2022: March 31, 2023 December 31, 2022 Accrued legal and professional fees $ 886,370 $ 1,439,544 Accrued interest 2,992 1,343,085 Accrued sales and use tax 5,430,197 5,150,659 Other 793,089 959,960 Accrued liabilities $ 7,112,648 $ 8,893,248 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Total debt consisted of the following as of March 31, 2023, and December 31, 2022: March 31, 2023 December 31, 2022 $499,520 loan, with interest at 2.49%, due December 2023. $ 97,779 $ 124,023 $499,895 loan, with interest at 2.95%, due July 2023. 88,694 121,470 $517,465 loan, with interest at 4.78%, due October 2024. 296,898 339,428 $585,476 loan, with interest at 4.99%, due November 2025. 472,196 513,334 $431,825 loan, with interest at 7.60%, due April 2024. 99,610 121,460 $58,149,411 Credit Agreement, with interest at 10.00% plus SOFR, due October 2025. 54,370,570 56,114,249 $33,750,000 Convertible Note, with interest at 10.00%, due May 2024. — 16,812,500 $92,381 loan, with interest at 1.49%, due April 2026. 71,903 79,249 $64,136 loan, with interest at 11.85%, due May 2024. 33,018 39,056 $196,909 loan, with interest at 6.49%, due May 2024. 172,684 184,895 $3,500,000 Promissory Note, with interest at 7.50%, due October 2025. 3,500,000 — Total outstanding borrowings $ 59,203,352 $ 74,449,664 Current portion of long-term debt, net of discounts and issuance fees 995,145 17,422,546 Long-term debt, net of discounts and issuance fees $ 58,208,207 $ 57,027,118 |
RELATED-PARTY TRANSACTIONS (Tab
RELATED-PARTY TRANSACTIONS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Amounts due to related parties as of March 31, 2023, and December 31, 2022, were as follows: March 31, 2023 December 31, 2022 Coal Valley Properties, LLC $ 134,452 $ 134,452 Q Power LLC 500,000 500,000 Coal Valley Sales, LLC — — Panther Creek Energy Services LLC 90,483 10,687 Panther Creek Fuel Services LLC 687 53,482 Northampton Generating Fuel Supply Company, Inc. 886,135 594,039 Olympus Power LLC and other subsidiaries 758 78,302 Scrubgrass Energy Services LLC — 4,087 Scrubgrass Fuel Services LLC — — Due to related parties $ 1,612,515 $ 1,375,049 |
REDEEMABLE COMMON STOCK (Tables
REDEEMABLE COMMON STOCK (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Temporary Equity Disclosure [Abstract] | |
Schedule of Redeemable Common Stock | The Company recorded redeemable common stock as presented in the table below. Common - Class V Shares Amount Balance - December 31, 2022 26,057,600 $ 11,754,587 Net loss attributable to noncontrolling interest — (18,119,131) Maximum redemption right valuation — 21,863,763 Balance - March 31, 2023 26,057,600 $ 15,499,219 |
NON-CONTROLLING INTEREST (Table
NON-CONTROLLING INTEREST (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Noncontrolling Interest [Abstract] | |
Schedule of Noncontrolling Ownership Interest | The following summarizes the redeemable common stock adjustments pertaining to the noncontrolling interest as of and for the three months ended March 31, 2023: Class V Common Stock Outstanding Fair Value Price Temporary Equity Adjustments Balance - December 31, 2022 26,057,600 $ 0.45 $ 11,754,587 Net loss for the three months ended March 31, 2023 (18,119,131) Adjustment of temporary equity to redemption amount (1) 21,863,763 Balance - March 31, 2023 26,057,600 $ 0.59 $ 15,499,219 (1) Temporary equity adjustment based on Class V common stock outstanding at fair value price at each quarter end, using a 10-day variable weighted average price ("VWAP") of trading dates including the closing date. |
WARRANTS (Tables)
WARRANTS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Outstanding Warrants | The following table summarizes outstanding warrants as of March 31, 2023. Number of Warrants Outstanding as of December 31, 2022 15,875,106 Issued 3,000,000 Exercised (5,002,650) Outstanding as of March 31, 2023 13,872,456 |
PRIVATE PLACEMENTS (Tables)
PRIVATE PLACEMENTS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Schedule of Black Scholes Input Assumptions | The fair value of the warrant liabilities was estimated as of March 31, 2023, using a Black-Scholes model with significant inputs as follows: March 31, 2023 Expected volatility 132.1 % Expected life (in years) 5.50 Risk-free interest rate 3.6 % Expected dividend yield 0.00 % Fair value $ 2,846,548 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Three Months Ended March 31, 2023 March 31, 2022 OPERATING REVENUES: Energy Operations $ 3,642,921 $ 11,109,581 Cryptocurrency Operations 13,623,294 18,272,069 Total operating revenues $ 17,266,215 $ 29,381,650 NET OPERATING LOSS: Energy Operations $ (10,734,947) $ (12,097,125) Cryptocurrency Operations (3,881,166) (16,834,089) Total net operating loss $ (14,616,113) $ (28,931,214) OTHER EXPENSE [A] (32,044,449) (3,375,202) NET LOSS $ (46,660,562) $ (32,306,416) DEPRECIATION AND AMORTIZATION: Energy Operations $ (1,332,873) $ (1,256,101) Cryptocurrency Operations (6,389,968) (11,063,480) Total depreciation and amortization $ (7,722,841) $ (12,319,581) INTEREST EXPENSE: Energy Operations $ (159,287) $ (31,522) Cryptocurrency Operations (2,224,626) (2,879,931) Total interest expense $ (2,383,913) $ (2,911,453) [A] The Company does not allocate other income (expense) for segment reporting purposes. Amount is shown as a reconciling item between net operating income (loss) and consolidated net income (loss). Refer to the accompanying condensed consolidated statements of operations for further details. |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings (Loss) Per Share, Basic and Diluted | The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted net loss per share of Class A common stock for the three months ended March 31, 2023, and 2022. Three Months Ended March 31, 2023 March 31, 2022 Numerator: Net loss $ (46,660,562) $ (32,306,416) Less: net loss attributable to noncontrolling interest (18,119,131) (18,897,638) Net loss attributable to Stronghold Digital Mining, Inc. $ (28,541,431) $ (13,408,778) Denominator : Weighted average number of Class A common shares outstanding 43,756,137 20,206,103 Basic net loss per share $ (0.65) $ (0.66) Diluted net loss per share $ (0.65) $ (0.66) |
SUPPLEMENTAL CASH AND NON-CAS_2
SUPPLEMENTAL CASH AND NON-CASH INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Additional Cash Flow Elements and Supplemental Cash Flow Information [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | Supplemental disclosures of cash flow information for the three months ended March 31, 2023, and 2022, were as follows: March 31, 2023 March 31, 2022 Income tax payments $ — $ — Interest payments $ 2,222,350 $ 837,174 Supplementary non-cash investing and financing activities consisted of the following for the three months ended March 31, 2023, and 2022: March 31, 2023 March 31, 2022 Equipment financed with debt $ — $ 30,750,688 Purchases of property, plant and equipment included in accounts payable or accrued liabilities 3,716 — Reclassifications from deposits to property, plant and equipment 4,658,970 — Issued as part of financing: Warrants – WhiteHawk — 1,150,000 Convertible Note Exchange for Series C Convertible Preferred Stock: Extinguishment of convertible note 16,812,500 — Extinguishment of accrued interest 655,500 — Issuance of Series C convertible preferred stock, net of issuance costs 45,386,944 — B&M Settlement: Warrants – B&M 1,739,882 — Return of transformers to settle outstanding payable 6,007,500 — Issuance of B&M Note 3,500,000 — Elimination of accounts payable 11,426,720 — |
NATURE OF OPERATIONS (Details)
NATURE OF OPERATIONS (Details) | 3 Months Ended | |
Jul. 27, 2022 | Mar. 31, 2023 a power_generation_facility segment | |
Disaggregation of Revenue [Line Items] | ||
Number of coal refuse power generation facilities owned and operating | power_generation_facility | 2 | |
Number of operating segments | segment | 2 | |
Reclamation Facility, Venango County, Pennsylvania | ||
Disaggregation of Revenue [Line Items] | ||
Area of land (in acres) | a | 650 | |
Customized Energy Solutions, Ltd | ||
Disaggregation of Revenue [Line Items] | ||
Contract with supplier, term | 2 years | |
Contract with supplier, termination notice before automatic renewal, period | 60 days |
BASIS OF PRESENTATION - Narrati
BASIS OF PRESENTATION - Narrative (Details) | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Accounting Policies [Abstract] | |
Restricted cash | $ 900,000 |
Continous bond | 400,000 |
Proceeds from letter of credit | $ 500,000 |
BASIS OF PRESENTATION - Reclass
BASIS OF PRESENTATION - Reclassifications (Details) - USD ($) | 3 Months Ended | ||||
Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Operating revenues | $ 17,266,215 | $ 29,381,650 | |||
Fuel expenses | 7,414,014 | $ 3,678,210 | $ 10,084,466 | $ 9,188,165 | 10,019,985 |
Previously Reported | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Fuel expenses | 2,348,457 | 8,466,588 | 8,626,671 | 9,338,394 | |
Revision of Prior Period, Reclassification, Adjustment | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Fuel expenses | 1,329,753 | 1,617,878 | 561,494 | 681,591 | |
Energy | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Operating revenues | $ 2,730,986 | 15,577,441 | 13,071,894 | 7,691,226 | 9,044,392 |
Energy | Previously Reported | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Operating revenues | 14,247,688 | 11,454,016 | 7,129,732 | 8,362,801 | |
Energy | Revision of Prior Period, Reclassification, Adjustment | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Operating revenues | $ 1,329,753 | $ 1,617,878 | $ 561,494 | $ 681,591 |
DIGITAL CURRENCIES (Details)
DIGITAL CURRENCIES (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Indefinite-lived Intangible Assets [Line Items] | |||
Digital currencies | $ 672,852 | $ 109,827 | |
Indefinite-lived Intangible Assets [Roll Forward] | |||
Realized gain on sale of digital currencies | 326,768 | $ 751,110 | |
Impairment losses | (71,477) | (2,506,172) | |
Digital currencies | |||
Indefinite-lived Intangible Assets [Roll Forward] | |||
Digital currencies at beginning of period | 109,827 | 10,417,865 | |
Additions of digital currencies | 12,921,075 | 18,204,193 | |
Realized gain on sale of digital currencies | 326,768 | 751,110 | |
Impairment losses | (71,477) | (2,506,172) | |
Proceeds from sale of digital currencies | (12,613,341) | (12,998,410) | |
Digital currencies at end of period | $ 672,852 | $ 13,868,586 |
INVENTORY (Details)
INVENTORY (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Waste coal | $ 4,267,308 | $ 4,147,369 |
Fuel oil | 60,913 | 143,592 |
Limestone | 372,611 | 180,696 |
Inventory | $ 4,700,832 | $ 4,471,657 |
EQUIPMENT DEPOSITS - Narrative
EQUIPMENT DEPOSITS - Narrative (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 |
Unrecorded Unconditional Purchase Obligation [Line Items] | |||
Impairment | $ 17,348,742 | ||
MinerVa, MinerVA | |||
Unrecorded Unconditional Purchase Obligation [Line Items] | |||
Impairment | $ 17,348,742 | $ 5,120,000 | $ 12,228,742 |
EQUIPMENT DEPOSITS - Schedule o
EQUIPMENT DEPOSITS - Schedule of Equipment Deposits (Details) | Mar. 31, 2023 USD ($) miner | Dec. 31, 2022 USD ($) | Mar. 31, 2022 USD ($) | Apr. 02, 2021 USD ($) miner |
Unrecorded Unconditional Purchase Obligation [Line Items] | ||||
Count (in miners) | miner | 15,000 | |||
Total Commitments | $ 68,887,550 | |||
Transferred to PP&E | (37,415,271) | |||
Impairment | (17,348,742) | |||
Sold | (8,701,199) | |||
Equipment Deposits | $ 5,422,338 | $ 10,081,307 | ||
MinerVa, MinerVA | ||||
Unrecorded Unconditional Purchase Obligation [Line Items] | ||||
Count (in miners) | miner | 15,000 | 15,000 | ||
Total Commitments | $ 68,887,550 | $ 73,387,500 | ||
Transferred to PP&E | (37,415,271) | |||
Impairment | (17,348,742) | $ (5,120,000) | $ (12,228,742) | |
Sold | (8,701,199) | |||
Equipment Deposits | $ 5,422,338 |
PROPERTY, PLANT AND EQUIPMENT -
PROPERTY, PLANT AND EQUIPMENT - Schedule of Property, Plant and Equipment (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Property, Plant And Equipment, Excluding Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 238,309,290 | $ 239,763,493 |
Accumulated depreciation and amortization | (79,942,606) | (72,558,812) |
Property, plant and equipment, net | 158,366,684 | 167,204,681 |
Electric plant | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 66,490,600 | 66,295,809 |
Electric plant | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 10 years | |
Electric plant | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 60 years | |
Strongboxes and power transformers | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 54,588,284 | 52,318,704 |
Strongboxes and power transformers | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 8 years | |
Strongboxes and power transformers | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 30 years | |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 18,131,977 | 18,131,977 |
Machinery and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 5 years | |
Machinery and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 20 years | |
Rolling Stock | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 261,000 | 261,000 |
Rolling Stock | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 5 years | |
Rolling Stock | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 7 years | |
Cryptocurrency machines and powering supplies | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 86,481,239 | 81,945,396 |
Cryptocurrency machines and powering supplies | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 2 years | |
Cryptocurrency machines and powering supplies | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 3 years | |
Computer hardware and software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 17,196 | 17,196 |
Computer hardware and software | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 2 years | |
Computer hardware and software | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 5 years | |
Vehicles and trailers | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 659,133 | 659,133 |
Vehicles and trailers | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 2 years | |
Vehicles and trailers | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 7 years | |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 11,099,409 | 19,553,826 |
Asset retirement cost | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 580,452 | $ 580,452 |
Asset retirement cost | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 10 years | |
Asset retirement cost | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 30 years |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT - Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization | $ 7,722,841 | $ 12,319,581 | |
Depreciation of assets under finance leases | 133,382 | $ 94,262 | |
Gross value of assets under finance leases | 2,890,665 | $ 2,890,665 | |
Assets under finance leases, accumulated amortization | 1,207,473 | 1,074,091 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 11,099,409 | $ 19,553,826 |
ACCRUED LIABILITIES (Details)
ACCRUED LIABILITIES (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Other Accrued Liabilities: | ||
Accrued legal and professional fees | $ 886,370 | $ 1,439,544 |
Accrued interest | 2,992 | 1,343,085 |
Accrued sales and use tax | 5,430,197 | 5,150,659 |
Other | 793,089 | 959,960 |
Accrued liabilities | $ 7,112,648 | $ 8,893,248 |
DEBT - Schedule of Debt (Detail
DEBT - Schedule of Debt (Details) - USD ($) | Mar. 31, 2023 | Mar. 28, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 59,203,352 | $ 74,449,664 | |
Current portion of long-term debt, net of discounts and issuance fees | 995,145 | 17,422,546 | |
Long-term debt, net of discounts and issuance fees | 58,208,207 | 57,027,118 | |
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 | $ 97,779 | 124,023 | |
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 | $ 88,694 | 121,470 | |
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 | $ 296,898 | 339,428 | |
Loans payable | $585,476 loan, with interest at 4.99%, due November 2025. | |||
Debt Instrument [Line Items] | |||
Debt face amount | $ 585,476 | ||
Interest rate | 4.99% | ||
Long-term debt, gross | $ 472,196 | 513,334 | |
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 | $ 99,610 | 121,460 | |
Loans payable | $58,149,411 Credit Agreement, with interest at 10.00% plus SOFR, due October 2025. | |||
Debt Instrument [Line Items] | |||
Debt face amount | $ 58,149,411 | ||
Interest rate | 10% | ||
Long-term debt, gross | $ 54,370,570 | 56,114,249 | |
Loans payable | $33,750,000 Convertible Note, with interest at 10.00%, due May 2024. | |||
Debt Instrument [Line Items] | |||
Debt face amount | $ 33,750,000 | ||
Interest rate | 10% | ||
Long-term debt, gross | $ 0 | 16,812,500 | |
Loans payable | $92,381 loan, with interest at 1.49%, due April 2026. | |||
Debt Instrument [Line Items] | |||
Debt face amount | $ 92,381 | ||
Interest rate | 1.49% | ||
Long-term debt, gross | $ 71,903 | 79,249 | |
Loans payable | $64,136 loan, with interest at 11.85%, due May 2024. | |||
Debt Instrument [Line Items] | |||
Debt face amount | $ 64,136 | ||
Interest rate | 11.85% | ||
Long-term debt, gross | $ 33,018 | 39,056 | |
Loans payable | $196,909 loan, with interest at 6.49%, due May 2024. | |||
Debt Instrument [Line Items] | |||
Debt face amount | $ 196,909 | ||
Interest rate | 6.49% | ||
Long-term debt, gross | $ 172,684 | 184,895 | |
Loans payable | $3,500,000 Promissory Note, with interest at 7.50%, due October 2025. | |||
Debt Instrument [Line Items] | |||
Debt face amount | $ 3,500,000 | $ 3,500,000 | |
Interest rate | 7.50% | ||
Long-term debt, gross | $ 3,500,000 | $ 0 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) | 3 Months Ended | ||||||||
Feb. 20, 2023 USD ($) $ / shares | Feb. 06, 2023 USD ($) | Mar. 31, 2023 USD ($) $ / shares | Mar. 31, 2022 USD ($) | Mar. 28, 2023 USD ($) transformer installment shares | Dec. 31, 2022 $ / shares | Dec. 30, 2022 $ / shares | Oct. 27, 2022 USD ($) | May 15, 2022 shares | |
Extinguishment of Debt [Line Items] | |||||||||
Preferred stock, par value (in USD per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Loss on debt extinguishment | $ 28,960,947 | $ 0 | |||||||
Warrants issued during period (in shares) | shares | 6,318,000 | ||||||||
Bruce - Merrilees Electric Co. | |||||||||
Extinguishment of Debt [Line Items] | |||||||||
Payable eliminated | $ 11,400,000 | ||||||||
Number of transformers released | transformer | 10 | ||||||||
Number of transformers cancelled | transformer | 90 | ||||||||
Series C Convertible Preferred Stock | |||||||||
Extinguishment of Debt [Line Items] | |||||||||
Preferred stock, par value (in USD per share) | $ / shares | $ 0.0001 | ||||||||
$58,149,411 Credit Agreement, with interest at 10.00% plus SOFR, due October 2025. | Loans payable | |||||||||
Extinguishment of Debt [Line Items] | |||||||||
Debt face amount | $ 58,149,411 | ||||||||
Period of pause on triggered monthly debt repayments | 5 months | ||||||||
Monthly prepayments, average daily cash percentage in excess of triggering amount | 50% | ||||||||
Monthly prepayments, triggering daily cash balance amount (in excess) | $ 7,500,000 | ||||||||
Maximum leverage ratio | 4 | ||||||||
Interest rate | 10% | ||||||||
$58,149,411 Credit Agreement, with interest at 10.00% plus SOFR, due October 2025. | Loans payable | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||||||||
Extinguishment of Debt [Line Items] | |||||||||
Basis spread on variable rate | 10% | ||||||||
Reference rate | 3% | ||||||||
$58,149,411 Credit Agreement, with interest at 10.00% plus SOFR, due October 2025. | Loans payable | Fed Funds Effective Rate Overnight Index Swap Rate | |||||||||
Extinguishment of Debt [Line Items] | |||||||||
Basis spread on variable rate | 0.50% | ||||||||
$58,149,411 Credit Agreement, with interest at 10.00% plus SOFR, due October 2025. | Loans payable | Term Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Debt Instrument, Basis Spread On Variable Rate, One | |||||||||
Extinguishment of Debt [Line Items] | |||||||||
Basis spread on variable rate | 1% | ||||||||
$58,149,411 Credit Agreement, with interest at 10.00% plus SOFR, due October 2025. | Loans payable | Term Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Debt Instrument, Basis Spread On Variable Rate, Two | |||||||||
Extinguishment of Debt [Line Items] | |||||||||
Basis spread on variable rate | 9% | ||||||||
$58,149,411 Credit Agreement, with interest at 10.00% plus SOFR, due October 2025. | Loans payable | Until March 31, 2024 | |||||||||
Extinguishment of Debt [Line Items] | |||||||||
Minimum liquidity requirement | $ 2,500,000 | ||||||||
$58,149,411 Credit Agreement, with interest at 10.00% plus SOFR, due October 2025. | Loans payable | During The Period April 1, 2024 Through December 31, 2024 | |||||||||
Extinguishment of Debt [Line Items] | |||||||||
Minimum liquidity requirement | 5,000,000 | ||||||||
$58,149,411 Credit Agreement, with interest at 10.00% plus SOFR, due October 2025. | Loans payable | From And After January 1, 2025 | |||||||||
Extinguishment of Debt [Line Items] | |||||||||
Minimum liquidity requirement | $ 7,500,000 | ||||||||
$58,149,411 Credit Agreement, with interest at 10.00% plus SOFR, due October 2025. | Secured Debt | Loans payable | |||||||||
Extinguishment of Debt [Line Items] | |||||||||
Debt face amount | $ 35,100,000 | ||||||||
$58,149,411 Credit Agreement, with interest at 10.00% plus SOFR, due October 2025. | Line of Credit | Loans payable | |||||||||
Extinguishment of Debt [Line Items] | |||||||||
Debt face amount | $ 23,000,000 | ||||||||
Amended And Restated 10% Notes | Loans payable | |||||||||
Extinguishment of Debt [Line Items] | |||||||||
Interest rate | 10% | ||||||||
Debt extinuished, paid-in-kind | $ 16,900,000 | ||||||||
$3,500,000 Promissory Note, with interest at 7.50%, due October 2025. | Loans payable | |||||||||
Extinguishment of Debt [Line Items] | |||||||||
Debt face amount | $ 3,500,000 | $ 3,500,000 | |||||||
Interest rate | 7.50% | ||||||||
Warrants issued during period (in shares) | shares | 3,000,000 | ||||||||
Principal amount due, subject to contingencies | $ 500,000 | ||||||||
Principal amount due, subject to contingencies, number of installments | installment | 4 | ||||||||
Principal installment amount due, subject to contingencies | $ 125,000 |
RELATED-PARTY TRANSACTIONS - Na
RELATED-PARTY TRANSACTIONS - Narrative (Details) | 3 Months Ended | 24 Months Ended | ||||||||||||||||
Apr. 20, 2023 USD ($) $ / shares shares | Apr. 19, 2023 USD ($) shares | Oct. 01, 2022 USD ($) | Sep. 19, 2022 $ / shares shares | Jul. 09, 2022 USD ($) | Feb. 01, 2022 USD ($) | Nov. 02, 2021 USD ($) | Aug. 02, 2021 USD ($) | Jul. 09, 2021 USD ($) | May 10, 2021 USD ($) | May 09, 2021 USD ($) | Mar. 31, 2023 USD ($) $ / T owner T | Mar. 31, 2022 USD ($) | Oct. 31, 2023 USD ($) | Apr. 30, 2023 $ / shares | Apr. 21, 2023 $ / shares | Dec. 31, 2022 USD ($) | May 15, 2022 $ / shares shares | |
Related Party Transaction [Line Items] | ||||||||||||||||||
Due to related parties | $ 1,612,515 | $ 1,375,049 | ||||||||||||||||
Warrants issued during period (in shares) | shares | 6,318,000 | |||||||||||||||||
Warrant exercise price of warrants (in USD per share) | $ / shares | $ 2.50 | |||||||||||||||||
September 2022 Warrants | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Warrants issued during period (in shares) | shares | 5,602,409 | |||||||||||||||||
Warrant exercise price of warrants (in USD per share) | $ / shares | $ 1.75 | |||||||||||||||||
September 2022 Warrants | Subsequent Event | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Warrant exercise price of warrants (in USD per share) | $ / shares | $ 1.01 | $ 1.01 | ||||||||||||||||
Pre-Funded Warrants | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Warrants issued during period (in shares) | shares | 2,725,650 | |||||||||||||||||
Warrant exercise price of warrants (in USD per share) | $ / shares | $ 0.0001 | |||||||||||||||||
Pre-Funded Warrants | Subsequent Event | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Warrant exercise price of warrants (in USD per share) | $ / shares | $ 0.0001 | |||||||||||||||||
Private placement With Greg Beard, Co-Chairman And Chief Executive Officer | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Stock issued and sold during period (in shares) | shares | 602,409 | |||||||||||||||||
Private placement With Greg Beard, Co-Chairman And Chief Executive Officer | Subsequent Event | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Stock issued and sold during period (in shares) | shares | 1,000,000 | |||||||||||||||||
Sale of stock, consideration received | $ 1,000,000 | |||||||||||||||||
Private placement With Greg Beard, Co-Chairman And Chief Executive Officer | Pre-Funded Warrants | Subsequent Event | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Warrants issued during period (in shares) | shares | 1,000,000 | |||||||||||||||||
Greg Beard | September 2022 Warrants | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Warrants issued during period (in shares) | shares | 602,409 | |||||||||||||||||
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% | |||||||||||||||||
Affiliated Entity | Coal Valley Sales, LLC | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Due to related parties | $ 0 | 0 | ||||||||||||||||
Affiliated Entity | Coal Valley Properties, LLC | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Due to related parties | 134,452 | 134,452 | ||||||||||||||||
Affiliated Entity | Panther Creek Fuel Services LLC | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Due to related parties | 687 | 53,482 | ||||||||||||||||
Affiliated Entity | Scrubgrass Fuel Services, LLC | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Due to related parties | 0 | 0 | ||||||||||||||||
Affiliated Entity | Olympus Power LLC and other subsidiaries | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Expenses from transactions with related party | 235,376 | $ 228,598 | ||||||||||||||||
Affiliated Entity | Panther Creek Energy Services LLC | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Due to related parties | 90,483 | 10,687 | ||||||||||||||||
Affiliated Entity | Scrubgrass Energy Services, LLC | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Due to related parties | $ 0 | $ 4,087 | ||||||||||||||||
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 | |||||||||||||||||
Expenses from transactions with related party | $ 150,000 | 303,500 | ||||||||||||||||
Affiliated Entity | Fuel Service and Beneficial Use Agreement ("FBUA") | Northampton Fuel Supply Company, Inc. (“NFS”) | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Expenses from transactions with related party | 1,157,927 | 379,646 | ||||||||||||||||
Affiliated Entity | Fuel Management Agreement | Panther Creek Fuel Services LLC | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Expenses from transactions with related party | 478,621 | 398,769 | ||||||||||||||||
Affiliated Entity | Fuel Management Agreement | Scrubgrass Fuel Services, LLC | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Expenses from transactions with related party | 276,119 | 96,624 | ||||||||||||||||
Affiliated Entity | Management Fee | Olympus Stronghold Services, LLC | Forecast | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Expenses from transactions with related party | $ 1,000,000 | |||||||||||||||||
Affiliated Entity | Management Fee | Panther Creek Energy Services LLC | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Expenses from transactions with related party | $ 325,000 | $ 175,000 | $ 250,000 | |||||||||||||||
Related party transaction, period | 12 months | |||||||||||||||||
Affiliated Entity | Management Fee | Scrubgrass Energy Services, LLC | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Expenses from transactions with related party | $ 325,000 | $ 175,000 | $ 250,000 | |||||||||||||||
Related party transaction, period | 12 months | |||||||||||||||||
Affiliated Entity | Mobilization Fee | Olympus Stronghold Services, LLC | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Expenses from transactions with related party | $ 150,000 | |||||||||||||||||
Affiliated Entity | Management Fee, Panther Creek Plant | Olympus Stronghold Services, LLC | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Expenses from transactions with related party | $ 500,000 | 1,000,000 | ||||||||||||||||
Reduction of expenses from transactions with related party | $ 500,000 | |||||||||||||||||
Affiliated Entity | Operations and Maintenance Agreement | Panther Creek Energy Services LLC | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Expenses from transactions with related party | 910,394 | 887,824 | ||||||||||||||||
Affiliated Entity | Operations and Maintenance Agreement | Scrubgrass Energy Services, LLC | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Expenses from transactions with related party | 1,724,112 | 857,913 | ||||||||||||||||
Affiliated Entity | Management Services Agreement | William Spence | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Expenses from transactions with related party | $ 150,000 | $ 150,000 | ||||||||||||||||
Affiliated Entity | Management Services Agreement | Q Power LLC | William Spence | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Monthly management fee | $ 50,000 | $ 25,000 | ||||||||||||||||
Management | Independent Consulting Agreement | Subsequent Event | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Granted (in shares) | shares | 2,500,000 | |||||||||||||||||
Management | Independent Consulting Agreement, Salary Before Adjustment | Subsequent Event | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Expenses from transactions with related party | $ 600,000 | |||||||||||||||||
Management | Independent Consulting Agreement, Salary Option After Adjustment | Subsequent Event | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Expenses from transactions with related party | $ 200,000 | |||||||||||||||||
Related party transaction, percentage | 0.10 |
RELATED-PARTY TRANSACTIONS - Am
RELATED-PARTY TRANSACTIONS - Amounts Due to Related Parties (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Related Party Transaction [Line Items] | ||
Due to related parties | $ 1,612,515 | $ 1,375,049 |
Affiliated Entity | Coal Valley Properties, LLC | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 134,452 | 134,452 |
Affiliated Entity | Q Power LLC | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 500,000 | 500,000 |
Affiliated Entity | Coal Valley Sales, LLC | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 0 | 0 |
Affiliated Entity | Panther Creek Energy Services LLC | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 90,483 | 10,687 |
Affiliated Entity | Panther Creek Fuel Services LLC | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 687 | 53,482 |
Affiliated Entity | Northampton Generating Fuel Supply Company, Inc. | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 886,135 | 594,039 |
Affiliated Entity | Olympus Power LLC and other subsidiaries | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 758 | 78,302 |
Affiliated Entity | Scrubgrass Energy Services, LLC | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 0 | 4,087 |
Affiliated Entity | Scrubgrass Fuel Services, LLC | ||
Related Party Transaction [Line Items] | ||
Due to related parties | $ 0 | $ 0 |
CONCENTRATIONS (Details)
CONCENTRATIONS (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Concentration Risk [Line Items] | ||||
Accounts receivable | $ 4,742,092 | $ 4,742,092 | $ 10,837,126 | |
Change in value of accounts receivable within general and administrative expenses | (4,959,865) | $ (410,525) | ||
Customized Energy Solutions, Ltd | ||||
Concentration Risk [Line Items] | ||||
Accounts receivable | $ 3,700,000 | 3,700,000 | ||
PJM Interconnection, LLC | ||||
Concentration Risk [Line Items] | ||||
Change in value of accounts receivable within general and administrative expenses | $ (1,002,750) | |||
Revenue | Customized Energy Solutions, Ltd | Customer Concentration Risk | Energy Operations | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 100% | |||
Accounts receivable | Customized Energy Solutions, Ltd | Customer Concentration Risk | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 100% | |||
Purchased Coal | Related Party Concentration Risk | Two Related Parties | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 19% | 13% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) terahash in Millions | Oct. 26, 2022 USD ($) | Jul. 18, 2022 | May 09, 2022 USD ($) | Jun. 02, 2021 USD ($) | Apr. 02, 2021 USD ($) miner terahash | Mar. 31, 2020 USD ($) | Jan. 31, 2020 USD ($) | Nov. 30, 2019 USD ($) | Mar. 31, 2023 USD ($) miner | Dec. 31, 2022 USD ($) | Mar. 31, 2022 USD ($) miner |
Unrecorded Unconditional Purchase Obligation [Line Items] | |||||||||||
Number of miners | miner | 15,000 | ||||||||||
Remaining commitment balance | $ 68,887,550 | ||||||||||
Impairment | $ 17,348,742 | ||||||||||
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 awarded | $ 5,000,000 | ||||||||||
Litigation settlement interest | $ 800,000 | ||||||||||
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 | 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 | ||||||||||
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 | ||||||||||
Settled 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 awarded | $ 300,000 | ||||||||||
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 | 1.5 | ||||||||||
Price per miner (in dollars per miner) | $ 4,892.5 | ||||||||||
Remaining commitment balance | $ 73,387,500 | $ 68,887,550 | |||||||||
Percentage of purchase price | 20% | 60% | |||||||||
Purchases | $ 14,677,500 | $ 44,032,500 | |||||||||
Unpaid amount | 0 | ||||||||||
Number of miners delivered | miner | 3,200 | ||||||||||
Impairment | $ 17,348,742 | $ 5,120,000 | $ 12,228,742 | ||||||||
Equivalent value of collateral exchanged | miner | 12,700 | ||||||||||
Resolution period | 60 days |
REDEEMABLE COMMON STOCK - Narra
REDEEMABLE COMMON STOCK - Narrative (Details) - Stronghold LLC - vote | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Temporary Equity [Line Items] | ||
Number of votes | 1 | |
Q Power LLC | ||
Temporary Equity [Line Items] | ||
Ownership interest | 38.80% | 45.10% |
REDEEMABLE COMMON STOCK - Sched
REDEEMABLE COMMON STOCK - Schedule of Mezzanine Equity (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
NET LOSS attributable to noncontrolling interest | $ (18,119,131) | $ (18,897,638) |
Maximum redemption right valuation | 21,863,763 | |
Retained Earnings | ||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
NET LOSS attributable to noncontrolling interest | $ (18,119,131) | $ (18,125,838) |
Common Stock - Class V | ||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
Beginning balance (in shares) | 26,057,600 | |
Beginning balance | $ 11,754,587 | |
Maximum redemption right valuation | $ 21,863,763 | |
Ending balance (in shares) | 26,057,600 | |
Ending balance | $ 15,499,219 |
NONCONTROLLING INTEREST - Narra
NONCONTROLLING INTEREST - Narrative (Details) - Stronghold LLC - vote | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Noncontrolling Interest [Line Items] | ||
Number of votes | 1 | |
Q Power LLC | ||
Noncontrolling Interest [Line Items] | ||
Ownership interest | 38.80% | 45.10% |
NONCONTROLLING INTEREST - Redee
NONCONTROLLING INTEREST - Redeemable Common Stock Adjustments (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | |||
Redeemable common stock, beginning balance | $ 11,754,587 | ||
Net loss attributable to noncontrolling interest | (18,119,131) | $ (18,897,638) | |
Maximum redemption right valuation and adjustments | 21,863,763 | ||
Redeemable common stock, ending balance | 15,499,219 | ||
Retained Earnings | |||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||
Net loss attributable to noncontrolling interest | $ (18,119,131) | $ (18,125,838) | |
Common Stock - Class V | |||
Noncontrolling Interest [Line Items] | |||
Class V common stock, outstanding (in shares) | 26,057,600 | 26,057,600 | |
Fair valuation price (in USD per share) | $ 0.59 | $ 0.45 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | |||
Redeemable common stock, beginning balance | $ 11,754,587 | ||
Maximum redemption right valuation and adjustments | 21,863,763 | ||
Redeemable common stock, ending balance | $ 15,499,219 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - USD ($) | 3 Months Ended | ||
Mar. 15, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock compensation expense | $ 2,449,324 | $ 2,592,995 | |
Stock compensation expense, tax benefit | $ 0 | ||
Cancelled (in shares) | 986,688 | ||
Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 2,725,000 | ||
Performance Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Cancelled (in shares) | 250,000 |
WARRANTS - Outstanding Warrants
WARRANTS - Outstanding Warrants (Details) | 3 Months Ended |
Mar. 31, 2023 shares | |
Class Of Warrant Or Right, Outstanding [Roll Forward] | |
Outstanding as of beginning of period (in shares) | 15,875,106 |
Warrants issued (in shares) | 3,000,000 |
Exercised (in shares) | (5,002,650) |
Outstanding as of end of period (in shares) | 13,872,456 |
WARRANTS - Narrative (Details)
WARRANTS - Narrative (Details) - USD ($) | 3 Months Ended | |||||||||
Apr. 21, 2023 | Apr. 20, 2023 | Sep. 19, 2022 | Aug. 16, 2022 | May 15, 2022 | Mar. 31, 2023 | Apr. 30, 2023 | Mar. 28, 2023 | Dec. 31, 2022 | Aug. 15, 2022 | |
Debt Instrument [Line Items] | ||||||||||
Warrants issued during period (in shares) | 6,318,000 | |||||||||
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Warrant exercise price of warrants (in USD per share) | $ 2.50 | |||||||||
Proceeds from private placement | $ 27,000,000 | |||||||||
Warrants issued (in shares) | 3,000,000 | |||||||||
Warrants exercised (in shares) | 5,002,650 | |||||||||
Subsequent Event | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Common stock, par value (in USD per share) | $ 0.0001 | |||||||||
September 2022 Warrants | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrants issued during period (in shares) | 5,602,409 | |||||||||
Warrant exercise price of warrants (in USD per share) | $ 1.75 | |||||||||
September 2022 Warrants | Greg Beard | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrants issued during period (in shares) | 602,409 | |||||||||
September 2022 Warrants | Subsequent Event | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrant exercise price of warrants (in USD per share) | $ 1.01 | $ 1.01 | ||||||||
Pre-Funded Warrants | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrants issued during period (in shares) | 2,725,650 | |||||||||
Warrant exercise price of warrants (in USD per share) | $ 0.0001 | |||||||||
Warrant purchase price (in USD per share) | $ 1.60 | |||||||||
Warrants exercised (in shares) | 2,725,650 | |||||||||
Pre-Funded Warrants | Subsequent Event | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrant exercise price of warrants (in USD per share) | 0.0001 | |||||||||
April 2023 Warrants | Subsequent Event | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrant exercise price of warrants (in USD per share) | $ 1.10 | |||||||||
April 2023 Warrants | Subsequent Event | Institutional Investor | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrants issued during period (in shares) | 9,000,000 | |||||||||
April 2023 Warrants | Subsequent Event | Greg Beard | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrants issued during period (in shares) | 1,000,000 | |||||||||
Note Warrant | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Stock issued and sold during period (in shares) | 6,318,000 | |||||||||
Share price (in USD per share) | $ 0.01 | $ 2.50 | ||||||||
Private Placement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrants issued (in shares) | 2,277,000 | |||||||||
Private Placement | Subsequent Event | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Sale of stock (in USD per share) | $ 1 | |||||||||
Sale of stock, consideration received | $ 10,000,000 | |||||||||
Private Placement | Subsequent Event | Institutional Investor | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Stock issued and sold during period (in shares) | 9,000,000 | |||||||||
Sale of stock (in USD per share) | $ 1 | |||||||||
Sale of stock, consideration received | $ 9,000,000 | |||||||||
Private Placement | Subsequent Event | Greg Beard | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Stock issued and sold during period (in shares) | 1,000,000 | |||||||||
Sale of stock (in USD per share) | $ 1 | |||||||||
Sale of stock, consideration received | $ 1,000,000 | |||||||||
Private Placement With Armistice Capital Master Fund Ltd. | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Stock issued and sold during period (in shares) | 2,274,350 | |||||||||
Sale of stock (in USD per share) | $ 1.60 | |||||||||
Private placement With Greg Beard, Co-Chairman And Chief Executive Officer | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Stock issued and sold during period (in shares) | 602,409 | |||||||||
Sale of stock (in USD per share) | $ 1.66 | |||||||||
Private placement With Greg Beard, Co-Chairman And Chief Executive Officer | Subsequent Event | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Stock issued and sold during period (in shares) | 1,000,000 | |||||||||
Sale of stock, consideration received | $ 1,000,000 | |||||||||
Private placement With Greg Beard, Co-Chairman And Chief Executive Officer | Pre-Funded Warrants | Subsequent Event | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrants issued during period (in shares) | 1,000,000 | |||||||||
Unsecured Convertible Promissory Notes | Unsecured Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt face amount | $ 11,250,000 | $ 33,750,000 | ||||||||
Interest rate | 10% | |||||||||
$3,500,000 Promissory Note, with interest at 7.50%, due October 2025. | Loans payable | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrants issued during period (in shares) | 3,000,000 | |||||||||
Warrant exercise price of warrants (in USD per share) | $ 0.0001 | |||||||||
Debt face amount | $ 3,500,000 | $ 3,500,000 | ||||||||
Interest rate | 7.50% |
PRIVATE PLACEMENTS - Narrative
PRIVATE PLACEMENTS - Narrative (Details) | 3 Months Ended | |||||||||||
Apr. 21, 2023 USD ($) $ / shares shares | Apr. 20, 2023 USD ($) $ / shares shares | Feb. 20, 2023 USD ($) $ / shares shares | Sep. 19, 2022 $ / shares shares | Sep. 13, 2022 USD ($) | Aug. 16, 2022 USD ($) day $ / shares shares | May 15, 2022 USD ($) $ / shares shares | Mar. 31, 2023 $ / shares shares | Apr. 30, 2023 $ / shares | Mar. 28, 2023 $ / shares | Dec. 31, 2022 $ / shares | Aug. 15, 2022 $ / shares | |
Debt Instrument [Line Items] | ||||||||||||
Warrants issued during period (in shares) | shares | 6,318,000 | |||||||||||
Warrant exercise price of warrants (in USD per share) | $ 2.50 | |||||||||||
Proceeds from private placement | $ | $ 27,000,000 | |||||||||||
Purchase agreement, discount percentage | 20% | |||||||||||
Purchase agreement, consecutive trading days after payment (in days) | day | 20 | |||||||||||
Issuance of Series C convertible preferred stock (in shares) | shares | 23,102 | |||||||||||
Preferred stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Proceeds from issuance of common stock | $ | $ 9,000,000 | |||||||||||
Subsequent Event | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Common stock, par value (in USD per share) | $ 0.0001 | |||||||||||
Preferred Stock | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Issuance of Series C convertible preferred stock (in shares) | shares | 23,102 | |||||||||||
Conversion of Series C convertible preferred stock (in shares) | shares | (1,530) | (1,530) | ||||||||||
Common Stock | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Conversion of Series C convertible preferred stock (in shares) | shares | 3,825,000 | 3,825,000 | ||||||||||
May 2022 Warrants | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Warrant exercise period | 5 years | |||||||||||
September 2022 Warrants | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Warrants issued during period (in shares) | shares | 5,602,409 | |||||||||||
Warrant exercise price of warrants (in USD per share) | $ 1.75 | |||||||||||
Warrant exercise period | 5 years 6 months | |||||||||||
September 2022 Warrants | Greg Beard | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Warrants issued during period (in shares) | shares | 602,409 | |||||||||||
September 2022 Warrants | Subsequent Event | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Warrant exercise price of warrants (in USD per share) | $ 1.01 | $ 1.01 | ||||||||||
Pre-Funded Warrants | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Warrants issued during period (in shares) | shares | 2,725,650 | |||||||||||
Warrant exercise price of warrants (in USD per share) | $ 0.0001 | |||||||||||
Warrant purchase price (in USD per share) | $ 1.60 | |||||||||||
Pre-Funded Warrants | Subsequent Event | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Warrant exercise price of warrants (in USD per share) | 0.0001 | |||||||||||
April 2023 Warrants | Subsequent Event | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Warrant exercise price of warrants (in USD per share) | $ 1.10 | |||||||||||
Warrant exercise period | 5 years 6 months | |||||||||||
Period after issuance before warrants are exercisable | 6 months | |||||||||||
April 2023 Warrants | Subsequent Event | Institutional Investor | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Warrants issued during period (in shares) | shares | 9,000,000 | |||||||||||
April 2023 Warrants | Subsequent Event | Greg Beard | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Warrants issued during period (in shares) | shares | 1,000,000 | |||||||||||
Note Warrant | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Stock issued and sold during period (in shares) | shares | 6,318,000 | |||||||||||
Share price (in USD per share) | $ 0.01 | $ 2.50 | ||||||||||
Private Placement With Armistice Capital Master Fund Ltd. | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Stock issued and sold during period (in shares) | shares | 2,274,350 | |||||||||||
Sale of stock (in USD per share) | $ 1.60 | |||||||||||
Private placement With Greg Beard, Co-Chairman And Chief Executive Officer | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Stock issued and sold during period (in shares) | shares | 602,409 | |||||||||||
Sale of stock (in USD per share) | $ 1.66 | |||||||||||
Private placement With Greg Beard, Co-Chairman And Chief Executive Officer | Subsequent Event | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Stock issued and sold during period (in shares) | shares | 1,000,000 | |||||||||||
Sale of stock, consideration received | $ | $ 1,000,000 | |||||||||||
Private placement With Greg Beard, Co-Chairman And Chief Executive Officer | Pre-Funded Warrants | Subsequent Event | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Warrants issued during period (in shares) | shares | 1,000,000 | |||||||||||
Private Placement | Subsequent Event | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Sale of stock (in USD per share) | $ 1 | |||||||||||
Sale of stock, consideration received | $ | $ 10,000,000 | |||||||||||
Private Placement | Subsequent Event | Institutional Investor | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Stock issued and sold during period (in shares) | shares | 9,000,000 | |||||||||||
Sale of stock (in USD per share) | $ 1 | |||||||||||
Sale of stock, consideration received | $ | $ 9,000,000 | |||||||||||
Private Placement | Subsequent Event | Greg Beard | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Stock issued and sold during period (in shares) | shares | 1,000,000 | |||||||||||
Sale of stock (in USD per share) | $ 1 | |||||||||||
Sale of stock, consideration received | $ | $ 1,000,000 | |||||||||||
Unsecured Debt | Unsecured Convertible Promissory Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt face amount | $ | $ 11,250,000 | $ 33,750,000 | ||||||||||
Interest rate | 10% | |||||||||||
Conversion ratio, denominator (in USD per share) | $ 1,000 | |||||||||||
Conversion price (in USD per share) | 0.40 | |||||||||||
Convertible, liquidation preference (in USD per share) | $ 1,000 | |||||||||||
Principal and interest settled upon issuance of equity | $ | $ 17,893,750 |
PRIVATE PLACEMENTS - Black Scho
PRIVATE PLACEMENTS - Black Scholes Input Assumptions (Details) - Common Class A | Mar. 31, 2023 USD ($) |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Expected life (in years) | 5 years 6 months |
Fair value | $ 2,846,548 |
Expected volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants, measurement input | 1.321 |
Risk-free interest rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants, measurement input | 0.036 |
Expected dividend yield | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants, measurement input | 0 |
SEGMENT REPORTING - Narrative (
SEGMENT REPORTING - Narrative (Details) | 3 Months Ended |
Mar. 31, 2023 segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
SEGMENT REPORTING - Results fro
SEGMENT REPORTING - Results from Operating Segments (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
OPERATING REVENUES: | $ 17,266,215 | $ 29,381,650 |
NET OPERATING LOSS: | (14,616,113) | (28,931,214) |
NET LOSS attributable to Class A common shareholders: | (32,044,449) | (3,375,202) |
NET LOSS | (46,660,562) | (32,306,416) |
DEPRECIATION AND AMORTIZATION: | (7,722,841) | (12,319,581) |
Interest expense | (2,383,913) | (2,911,453) |
Energy Operations | ||
Segment Reporting Information [Line Items] | ||
OPERATING REVENUES: | 3,642,921 | 11,109,581 |
NET OPERATING LOSS: | (10,734,947) | (12,097,125) |
DEPRECIATION AND AMORTIZATION: | (1,332,873) | (1,256,101) |
Interest expense | (159,287) | (31,522) |
Cryptocurrency Operations | ||
Segment Reporting Information [Line Items] | ||
OPERATING REVENUES: | 13,623,294 | 18,272,069 |
NET OPERATING LOSS: | (3,881,166) | (16,834,089) |
DEPRECIATION AND AMORTIZATION: | (6,389,968) | (11,063,480) |
Interest expense | $ (2,224,626) | $ (2,879,931) |
EARNINGS (LOSS) PER SHARE - Sch
EARNINGS (LOSS) PER SHARE - Schedule of Earnings (Loss) per Share (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator: | |||
Net loss | $ (46,660,562) | $ (32,306,416) | |
Net loss attributable to noncontrolling interest | (18,119,131) | (18,897,638) | |
Net loss attributable to Stronghold Digital Mining, Inc. | $ (28,541,431) | $ (13,408,778) | $ (13,408,778) |
Denominator: | |||
Weighted average number shares of Class A common shares outstanding (in shares) | 43,756,137 | 20,206,103 | |
Earnings per share: | |||
Basic net loss per share (in USD per share) | $ (0.65) | $ (0.66) | |
Diluted net loss per share (in USD per share) | $ (0.65) | $ (0.66) |
EARNINGS (LOSS) PER SHARE - Nar
EARNINGS (LOSS) PER SHARE - Narrative (Details) - shares | 3 Months Ended | ||
Apr. 20, 2023 | Mar. 31, 2023 | May 15, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 53,930,000 | ||
Warrants issued during period (in shares) | 6,318,000 | ||
Institutional Investor And Greg Beard | Subsequent Event | Private Placement | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Stock issued and sold during period (in shares) | 10,000,000 | ||
Institutional Investor And Greg Beard | April 2023 Warrants | Subsequent Event | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Warrants issued during period (in shares) | 10,000,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | ||
Apr. 01, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |||
Tax receivable agreement, percentage | 85% | ||
Income tax expense (benefit) | $ 0 | $ 0 | |
Effective income tax rate | 0% | 0% |
SUPPLEMENTAL CASH AND NON-CAS_3
SUPPLEMENTAL CASH AND NON-CASH INFORMATION (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Additional Cash Flow Elements and Supplemental Cash Flow Information [Abstract] | ||
Income tax payments | $ 0 | $ 0 |
Interest payments | 2,222,350 | 837,174 |
Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract] | ||
Equipment financed with debt | 0 | 30,750,688 |
Purchases of property, plant and equipment included in accounts payable or accrued liabilities | 3,716 | 0 |
Reclassifications from deposits to property, plant and equipment | 4,658,970 | 0 |
Warrants – WhiteHawk | 0 | 1,150,000 |
Extinguishment of convertible note | 16,812,500 | 0 |
Extinguishment of accrued interest | 655,500 | 0 |
Issuance of Series C convertible preferred stock, net of issuance costs | 45,386,944 | 0 |
Warrants – B&M | 1,739,882 | 0 |
Return of transformers to settle outstanding payable | 6,007,500 | 0 |
Issuance of B&M Note | 3,500,000 | 0 |
Elimination of accounts payable | $ 11,426,720 | $ 0 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | Apr. 27, 2023 miner terahash petahash | Apr. 21, 2023 USD ($) $ / shares shares | Apr. 20, 2023 exahash miner J petahash terahash $ / shares $ / terahash | Sep. 13, 2022 | Apr. 30, 2023 $ / shares | Mar. 31, 2023 miner $ / shares | Mar. 28, 2023 $ / shares | Dec. 31, 2022 $ / shares | Sep. 19, 2022 $ / shares shares | May 15, 2022 $ / shares shares |
Subsequent Event [Line Items] | ||||||||||
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Warrant exercise price of warrants (in USD per share) | $ 2.50 | |||||||||
Warrants issued during period (in shares) | shares | 6,318,000 | |||||||||
Number of miners | miner | 15,000 | |||||||||
Pre-Funded Warrants | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Warrant exercise price of warrants (in USD per share) | $ 0.0001 | |||||||||
Warrants issued during period (in shares) | shares | 2,725,650 | |||||||||
September 2022 Warrants | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Warrant exercise price of warrants (in USD per share) | $ 1.75 | |||||||||
Warrants issued during period (in shares) | shares | 5,602,409 | |||||||||
Warrant exercise period | 5 years 6 months | |||||||||
September 2022 Warrants | Greg Beard | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Warrants issued during period (in shares) | shares | 602,409 | |||||||||
Subsequent Event | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Common stock, par value (in USD per share) | $ 0.0001 | |||||||||
Hosting services agreement, term | 2 years | |||||||||
Hosting services agreement, number of miners, specified miner type | miner | 2,000 | |||||||||
Hosting services agreement, terahash per second, specified miner type (in terahash) | terahash | 110 | |||||||||
Hosting services agreement, number of miners, specified miner type | miner | 2,000 | |||||||||
Hosting services agreement, terahash per second, specified miner type (in terahash) | terahash | 90 | |||||||||
Hosting services agreement, total hash rate, petahash per second (in petahash) | petahash | 400 | |||||||||
Hosting services agreement, percentage of revenue for company | 50% | |||||||||
Hosting services agreement, percentage of net cost of power to be reimbursed by counterparty | 55% | |||||||||
Hosting services agreement, number of miners received | miner | 2,000 | |||||||||
Subsequent Event | Miner Equipment, MicroBT WhatsMiner M50 | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of miners | miner | 5,000 | |||||||||
Miner equipment, cost per terahash (in dollars per terahash) | $ / terahash | 15.50 | |||||||||
Total exahash per second delivered by equipment purchased (in exahash) | terahash | 118 | |||||||||
Total joules per terahash delivered by equipment purchased (in joules) | J | 28.5 | |||||||||
Additional hash rate capacity, petahash per second, delivered by equipment purchased (in petahash) | petahash | 600 | |||||||||
Percentage of increase in total delivered hash rate capacity | 20% | |||||||||
Total exahash per second delivered by equipment purchased (in exahash) | exahash | 3.2 | |||||||||
Total exahash per second delivered by all equipment purchased once obtained (in exahash) | exahash | 3.5 | |||||||||
Subsequent Event | April 2023 Warrants | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Warrant exercise price of warrants (in USD per share) | $ 1.10 | |||||||||
Period after issuance before warrants are exercisable | 6 months | |||||||||
Warrant exercise period | 5 years 6 months | |||||||||
Subsequent Event | April 2023 Warrants | Institutional Investor | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Warrants issued during period (in shares) | shares | 9,000,000 | |||||||||
Subsequent Event | April 2023 Warrants | Greg Beard | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Warrants issued during period (in shares) | shares | 1,000,000 | |||||||||
Subsequent Event | Pre-Funded Warrants | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Warrant exercise price of warrants (in USD per share) | $ 0.0001 | |||||||||
Subsequent Event | September 2022 Warrants | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Warrant exercise price of warrants (in USD per share) | $ 1.01 | $ 1.01 | ||||||||
Subsequent Event | Private Placement | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Sale of stock (in USD per share) | $ 1 | |||||||||
Sale of stock, consideration received | $ | $ 10,000,000 | |||||||||
Subsequent Event | Private Placement | Institutional Investor | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Sale of stock (in USD per share) | $ 1 | |||||||||
Sale of stock, consideration received | $ | $ 9,000,000 | |||||||||
Stock issued and sold during period (in shares) | shares | 9,000,000 | |||||||||
Subsequent Event | Private Placement | Greg Beard | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Sale of stock (in USD per share) | $ 1 | |||||||||
Sale of stock, consideration received | $ | $ 1,000,000 | |||||||||
Stock issued and sold during period (in shares) | shares | 1,000,000 |