Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Sep. 30, 2023 | Dec. 18, 2023 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Entity File Number | 001-41864 | |
Entity Registrant Name | Hut 8 Corp. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 92-2056803 | |
Entity Address, Address Line One | 1101 Brickell Avenue, Suite 1500 | |
Entity Address, City or Town | Miami | |
Entity Address State Or Province | FL | |
Entity Address, Postal Zip Code | 33131 | |
City Area Code | 305 | |
Local Phone Number | 224-6427 | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | HUT | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 88,962,964 | |
Entity Central Index Key | 0001964789 | |
Current Fiscal Year End Date | --06-30 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Jun. 30, 2023 |
Current assets | ||
Cash | $ 12,744 | $ 10,379 |
Accounts receivable, net | 461 | 636 |
Prepaid expenses and other current assets | 7,990 | 7,504 |
Cryptocurrency, net | 1,253 | 851 |
Total current assets | 22,448 | 19,370 |
Long-term assets | ||
Property and equipment, net | 66,201 | 70,719 |
Investment in unconsolidated joint venture | 84,308 | 93,583 |
Intangible assets, net | 5,378 | 5,535 |
Right-of-use assets | 493 | 536 |
Other deposits | 254 | 254 |
Total long-term assets | 156,634 | 170,627 |
Total assets | 179,082 | 189,997 |
Current liabilities | ||
Accounts payable | 4,311 | 3,605 |
Accrued expenses | 3,514 | 3,415 |
Other current liabilities | 711 | 591 |
Deferred revenue | 1,352 | 1,031 |
Notes payable, current portion | 985 | 1,299 |
Lease liability, current portion | 404 | 395 |
Total current liabilities | 11,277 | 10,336 |
Long-term liabilities | ||
Notes payable, less current portion | 140,847 | 149,891 |
Lease liability, less current portion | 838 | 943 |
Deposit liability | 1,650 | |
Deferred tax liability | 1,166 | 1,454 |
Total long-term liabilities | 144,501 | 152,288 |
Total liabilities | 155,778 | 162,624 |
Commitments and contingencies (Note 15) | ||
Stockholders' equity | ||
Common stock, $0.00001 par value; 125,000,000 shares authorized; 45,704,140 and 45,696,749 shares issued and outstanding as of September 30, 2023 and June 30, 2023, respectively | 0 | 0 |
Additional paid-in capital | 35,673 | 35,368 |
Accumulated deficit | (110,872) | (106,498) |
Total stockholders' equity | 23,304 | 27,373 |
Total liabilities and stockholders' equity | 179,082 | 189,997 |
Series A preferred stock | ||
Stockholders' equity | ||
Preferred stock | 24,899 | 24,899 |
Series B preferred stock | ||
Stockholders' equity | ||
Preferred stock | 61,067 | 61,067 |
Series B-1 preferred stock | ||
Stockholders' equity | ||
Preferred stock | $ 12,537 | $ 12,537 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Jun. 30, 2023 |
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized (in shares) | 125,000,000 | 125,000,000 |
Common stock, shares issued (in shares) | 45,704,140 | 45,696,749 |
Common stock, shares outstanding (in shares) | 45,704,140 | 45,696,749 |
Series A preferred stock | ||
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized (in shares) | 7,855,500 | 7,855,500 |
Preferred stock, shares issued (in shares) | 7,824,000 | 7,824,000 |
Preferred stock, shares outstanding (in shares) | 7,824,000 | 7,824,000 |
Series B preferred stock | ||
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares outstanding (in shares) | 10,000,000 | 10,000,000 |
Series B-1 preferred stock | ||
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized (in shares) | 3,750,000 | 3,750,000 |
Preferred stock, shares issued (in shares) | 793,250 | 793,250 |
Preferred stock, shares outstanding (in shares) | 793,250 | 793,250 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue: | ||
Total revenue | $ 21,703 | $ 33,528 |
Cost of revenues (exclusive of depreciation and amortization shown below) | ||
Depreciation and amortization | 4,486 | 5,754 |
General and administrative | 5,902 | 5,864 |
Impairment of cryptocurrency | 718 | 1,286 |
Realized gain on sale of cryptocurrencies | (533) | (1,549) |
Total costs and expenses | 22,368 | 29,757 |
Operating (loss) income | (665) | 3,771 |
Other income (expense): | ||
Interest expense | (5,723) | (4,016) |
Equity in earnings of unconsolidated joint venture | 2,075 | |
Total other expense | (3,648) | (4,016) |
Loss before income tax provision | (4,313) | (245) |
Income tax provision | (61) | (315) |
Net loss | $ (4,374) | $ (560) |
Basic net loss per share | $ (0.10) | $ (0.01) |
Diluted net loss per share | $ (0.10) | $ (0.01) |
Basic weighted average number of shares outstanding | 45,702,919 | 39,563,792 |
Diluted weighted average number of shares outstanding | 45,702,919 | 39,563,792 |
Cryptocurrency mining, net | ||
Revenue: | ||
Total revenue | $ 15,565 | $ 16,328 |
Mining equipment | ||
Revenue: | ||
Total revenue | 3,635 | |
Cost of revenues (exclusive of depreciation and amortization shown below) | ||
Cost of revenues | 3,112 | |
Management fees | ||
Revenue: | ||
Total revenue | 3,393 | |
Cost reimbursements | ||
Revenue: | ||
Total revenue | 2,312 | |
Hosting services | ||
Revenue: | ||
Total revenue | 433 | 13,565 |
Services | ||
Cost of revenues (exclusive of depreciation and amortization shown below) | ||
Cost of revenues | $ 11,795 | $ 15,290 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Series A preferred stock Preferred Stock | Series B preferred stock Preferred Stock | Series B-1 preferred stock Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Beginning Balance at Jun. 30, 2022 | $ 24,899 | $ 61,067 | $ 12,537 | $ 29,987 | $ (40,887) | $ 87,603 | |
Beginning Balance (in Shares) at Jun. 30, 2022 | 7,824,000 | 10,000,000 | 793,250 | 43,122,500 | |||
Issuance of common stock (in Shares) | 7,250 | ||||||
Stock-based compensation | 2,837 | 2,837 | |||||
Net loss | (560) | (560) | |||||
Ending Balance at Sep. 30, 2022 | $ 24,899 | $ 61,067 | $ 12,537 | 32,824 | (41,447) | 89,880 | |
Ending Balance (in Shares) at Sep. 30, 2022 | 7,824,000 | 10,000,000 | 793,250 | 43,129,750 | |||
Beginning Balance at Jun. 30, 2023 | $ 24,899 | $ 61,067 | $ 12,537 | 35,368 | (106,498) | 27,373 | |
Beginning Balance (in Shares) at Jun. 30, 2023 | 7,824,000 | 10,000,000 | 793,250 | 45,696,749 | |||
Issuance of common stock | 2 | 2 | |||||
Issuance of common stock (in Shares) | 7,391 | ||||||
Stock-based compensation | 303 | 303 | |||||
Net loss | (4,374) | (4,374) | |||||
Ending Balance at Sep. 30, 2023 | $ 24,899 | $ 61,067 | $ 12,537 | $ 35,673 | $ (110,872) | $ 23,304 | |
Ending Balance (in Shares) at Sep. 30, 2023 | 7,824,000 | 10,000,000 | 793,250 | 45,704,140 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (4,374) | $ (560) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 4,486 | 5,754 |
Amortization of right-of-use assets | 43 | 119 |
Stock-based compensation | 303 | 2,837 |
Equity in earnings of unconsolidated joint venture | (2,075) | |
Distributions of earnings from unconsolidated joint venture | 11,350 | |
Revenue, net - cryptocurrency mining | (15,565) | (16,328) |
Hosting revenue received in cryptocurrency | (433) | |
Impairment of cryptocurrency | 718 | 1,286 |
Realized gain on sale of cryptocurrencies | (533) | (1,549) |
Deferred tax assets and liabilities | (288) | (80) |
Amortization of debt discount | 1,802 | 353 |
Paid-in-kind interest expense | 3,929 | |
Changes in assets and liabilities: | ||
Accounts receivable, net | 175 | 546 |
Prepaid expenses and other current assets | (529) | 6,261 |
Accounts payable | 706 | (2,810) |
Accrued expenses | 485 | 218 |
Other liabilities | 1,770 | 8,895 |
Deferred revenue | 321 | (12,180) |
Lease liability | (96) | (120) |
Net cash provided by (used in) operating activities | 2,195 | (7,358) |
Cash flows from investing activities | ||
Proceeds from sale of cryptocurrency | 15,454 | 15,722 |
Deposits on miners | (8,992) | |
Purchases of property and equipment | (197) | (977) |
Proceeds from sale of property and equipment | 178 | |
Net cash provided by investing activities | 15,257 | 5,931 |
Cash flows from financing activities | ||
Proceeds from notes payable | 4,240 | |
Repayments of notes payable | (15,089) | (2,479) |
Proceeds from the issuance of common stock | 2 | |
Net cash (used in) provided by financing activities | (15,087) | 1,761 |
Net increase in cash | 2,365 | 334 |
Cash at beginning of period | 10,379 | 21,067 |
Cash at end of period | 12,744 | 21,401 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for interest | 4,079 | |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Mining revenue in prepaids and other current assets | $ 169 | 148 |
Reclassification of deposits on miners to property and equipment | 22,904 | |
Debt proceeds not yet received included in other current assets | 6,120 | |
Property and equipment in accrued expenses | 1,898 | |
Property and equipment in accounts payable | $ 198 |
Organization
Organization | 3 Months Ended |
Sep. 30, 2023 | |
Organization | |
Organization | Note 1. Organization Nature of operations and corporate information: U.S. Data Mining Group, Inc. (d/b/a “US BITCOIN”) and Subsidiaries (collectively, the “Company” or “USBTC”) operates cryptocurrency mining operations, which utilize specialized computers (also known as “miners”) using application-specific integrated circuit (“ASIC”) chips to solve complex cryptographic algorithms in order to support the Bitcoin blockchain (in a process known as “solving a block”), in exchange for cryptocurrency rewards. As of September 30, 2023, the Company operated a total of approximately 182,000 miners (inclusive of approximately 30,200 owned miners) across four locations, with access to approximately 730 megawatts (“MW”) of electricity, via the Company’s cryptocurrency mining, hosting, equipment sales and managed infrastructure operations. The Company owns and operates a bitcoin mining facility in Niagara Falls, New York with current access to approximately 50 MW of electricity. The Company also owns a 50% interest in a joint venture with a leading North American energy company (the “JV”). The JV owns a bitcoin mining site in Upton County, Texas (the “Echo Site”). The Company is also the site operator for three bitcoin mining sites. The first site is located in Kearney, Nebraska and has access to approximately 100 MW of electricity. The second site is located in Granbury, Texas and has access to approximately 300 MW of electricity. The third site is the Echo Site owned by the JV discussed above, which has access to approximately 280 MW of electricity. In March 2022, the Company launched new business lines for Mining Equipment Sales and for providing Hosting Services to its mining customers. In November 2022, the Company launched its Managed Infrastructure Operations business line in which it provides day-to-day management, support and administrative functions of operating bitcoin mining datacenters owned or leased by third-party or related party customers, in exchange for management fees and reimbursement of certain operating costs. As mentioned above, one of the Company’s subsidiaries acquired a 50% membership interest in a JV named TZRC LLC (“TZRC” or the “King Mountain JV”). The Company’s subsidiary assumed a property management agreement (“PMA”) with TZRC and a senior secured promissory note (the “TZRC Secured Promissory Note” or the “King Mountain JV Senior Note”) related to the JV. See Notes 9 and 10 for further discussion of the investment and assumed PMA and TZRC Secured Promissory Note, respectively. The Company’s wholly owned subsidiaries include U.S. Data Technologies Group Ltd., which was incorporated in the state of Delaware on December 4, 2020, U.S. Data Lone Star, Inc. (f/k/a U.S. Data PP, Inc.), U.S. Data Falls, Inc. (f/k/a U.S. Data Machines 1, Inc.) and U.S. Data Machines 2, Inc., which were incorporated in the state of Nevada on December 4, 2020, Pecos Data Technologies, LLC, which was organized in the state of Nevada on January 18, 2022, USMIO Charlie LLC, USMIO Delta LLC, and USMIO Echo LLC, which were organized in the state of Delaware on November 1, 2022, US Data King Mountain LLC, which was organized in the state of Nevada on November 15, 2022, and US Data Guardian LLC, which was organized in the state of Nevada on January 23, 2023. Business Combination Agreement On February 6, 2023, the Company and Hut 8 Mining Corp. (“Hut 8”) entered into a Business Combination Agreement (“BCA”) under which the companies will combine in an all-stock merger of equals (the “Transaction”). The combined company will be named “Hut 8 Corp.” (“New Hut” or the “Combined Company”) and will be a U.S.-domiciled entity. Pursuant to the BCA, stockholders of USBTC will receive, for each share of USBTC capital stock, 0.6716 of a share of New Hut common stock. Following completion of the Transaction, existing Hut 8 shareholders and USBTC stockholders each collectively own, on a fully-diluted in the money basis, approximately 50% each of the stock of the Combined Company. Following completion of the Transaction, Hut 8 and USBTC each became wholly-owned subsidiaries of New Hut. See Note 16 for further detail. Stock Split On September 1, 2022, the Company’s Board of Directors authorized a stock split of its common stock, par value $0.00001 per share and its preferred stock, par value $0.00001, at a ratio of 250-for-1 (the “2022 Stock Split”). As a result of the 2022 Stock Split, (i) every 1 share of the issued and outstanding common stock and preferred stock were automatically converted into 250 newly issued and outstanding shares of common stock and preferred stock, respectively, without any change in the par value per share, and (ii) the number of authorized shares of common stock and preferred stock outstanding was proportionally increased. Shares of common stock underlying outstanding stock options and other equity instruments convertible into common stock were proportionately increased and the respective exercise prices, if applicable, were proportionately decreased in accordance with the terms of the agreements governing such securities. Fractional shares, if any, resulting from the 2022 Stock Split were rounded up to the nearest whole share, and all shares of common stock and preferred stock (including fractions thereof) issuable upon the 2022 Stock Split to a given stockholder were aggregated for the purpose of determining whether the Stock Split would result in the issuance of a fractional share. Conversion terms on the Company’s preferred stock were not changed. Preferred stock continues to convert on a one to one basis for common stock. All of the Company’s historical share and per share information related to issued and outstanding common stock, issued and outstanding preferred stock and outstanding options exercisable for common stock in these unaudited condensed consolidated financial statements have been adjusted, on a retroactive basis, to reflect the 2022 Stock Split. See Note 12. Investment in Fahrenheit LLC and Celsius Bankruptcy Bid On April 10, 2023, a USBTC subsidiary invested in Fahrenheit LLC (“Fahrenheit”), a joint venture formed for the purposes of bidding on the management rights of a new entity to be formed and vested with certain assets of Celsius Network LLC (“Celsius”) in connection with Celsius’ bankruptcy auction. On May 25, 2023, Fahrenheit won the auction and was awarded the right to manage and operate the assets of Celsius in exchange for a management fee of $20.0 million per year as part of a five-year agreement with Celsius, subject to the approval of the bankruptcy court. In addition, USBTC, acting separately through its USMIO business, won the right to enter into one or more operating and services agreements with the restructured company, in exchange for a fee of $15.0 million per year net of certain operating expenses, which is also subject to the approval of the bankruptcy court. On May 26, 2023, the USBTC subsidiary contributed a portion of the initial $10.0 million cash deposit required in the Fahrenheit bid. On November 29, 2023, Celsius informed Fahrenheit that it was unable to obtain certain regulatory approvals respecting the proposed transaction involving Celsius and Fahrenheit, and, as a result, Celsius would not move forward with the Fahrenheit-sponsored transaction. On November 30, 2023, Celsius filed a motion disclosing that USBTC, acting separately through its USMIO business, won the right to enter into one or more operating and services agreements pursuant to a revised transaction structure in exchange for a fee of $20.4 million per year net of certain operating expenses as part of a four-year agreement with the restructured company. This revised transaction remains subject to the approval of the bankruptcy court. The USBTC subsidiary’s portion of the initial $10.0 million cash deposit remains in escrow and is anticipated to be returned due to Celsius not moving forward with the Fahrenheit bid. USBTC’s USMIO contract bid remains subject to approval and, if approved, will become binding. There can be no assurance that the Celsius bid will obtain the necessary approvals and USBTC may never realize any benefits from the USMIO contract bid. |
Liquidity and Financial Conditi
Liquidity and Financial Condition | 3 Months Ended |
Sep. 30, 2023 | |
Liquidity and Financial Condition | |
Liquidity and Financial Condition | Note 2. Liquidity and Financial Condition The Company has experienced losses since inception. As of September 30, 2023, the Company had cash of $12.7 million, positive operating cash flows of $2.2 million, working capital of $11.2 million, total stockholders’ equity of $23.3 million and an accumulated deficit of ($110.9) million. To date, the Company has, in large part, relied on equity and debt financings to fund its operations. The Company believes its current cash on hand, proceeds from sales of cryptocurrency and ongoing operations will be sufficient to meet its operating and capital requirements for at least the next twelve months from the date these unaudited condensed consolidated financial statements are issued. During the quarter ended September 30, 2023, the Company paid approximately $15.1 million against its notes payable. During the fiscal year ended June 30, 2023, the Company received net debt proceeds of approximately $13.0 million. For a detailed discussion about the Company’s liquidity and financial condition, see the Company’s June 30, 2023, consolidated financial statements. |
Basis of Presentation, Summary
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements | 3 Months Ended |
Sep. 30, 2023 | |
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements | |
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements | Note 3. Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements Basis of preparation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of such interim results. Amounts are in thousands except for share, per share and miner amounts. The results in the unaudited condensed consolidated statements of operations are not necessarily indicative of results to be expected for the fiscal year ending June 30, 2024 or for any future interim period. The unaudited condensed consolidated financial statements do not include all the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the fiscal year ended June 30, 2023, and notes thereto. Principles of consolidation These unaudited condensed consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries. Consolidated subsidiaries’ results are included from the date the subsidiary was formed or acquired. Intercompany balances and transactions have been eliminated in consolidation. Unconsolidated investments in which the Company does not have a controlling interest but does have significant influence are accounted for as equity method investments, with earnings recorded in other expense. These investments are included in long-term assets and the Company’s proportionate share of income or loss is included in other expense. Reclassification of prior year accounts Certain accounts for the three months ended September 30, 2022 were reclassified to conform to the current year presentation. More specifically, in the unaudited condensed consolidated statements of operations, cost of revenues of $18.4 million was bifurcated into cost of revenues services for $15.3 million and cost of revenues mining equipment for $3.1 million. Reclassification of consolidated financial statements Restatement of September 30, 2022 Unaudited Interim Consolidated Financial Statements The Unaudited Condensed Three Months Ended September 30, 2022 Consolidated Statement of Cash Flows has been restated for an error in previously reported information. Restatement of financial information presented was necessary to correct for the classification of proceeds from the sales of cryptocurrency from cash flows from operations to cash flows from investing activities. See below for presentation of restated unaudited condensed three months ended September 30, 2022 Consolidated Statement of Cash Flows. There were no other changes to the Unaudited Condensed Three Months Ended September 30, 2022 Consolidated Financial Statements so there will be no presentation of other financial statements. Remainder of page blank Unaudited Condensed Consolidated Statement of Cash Flows Three Months Ended September 30, 2022 Restatement As Reported Adjustment As Restated Cash flows from operating activities Net loss $ (560) $ — $ (560) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 5,754 — 5,754 Amortization of right-of-use assets 119 — 119 Stock-based compensation 2,837 — 2,837 Revenue, net - cryptocurrency mining (16,328) — (16,328) Impairment of cryptocurrency 1,286 — 1,286 Realized gain on sale of cryptocurrencies (1,549) — (1,549) Proceeds from sale of cryptocurrency 15,722 (15,722) — Deferred tax liability (80) — (80) Amortization of debt discount 353 — 353 Changes in assets and liabilities: Accounts receivable, net 546 — 546 Prepaid expenses and other current assets 6,261 — 6,261 Accounts payable (2,810) — (2,810) Accrued expenses 218 — 218 Other liabilities 8,895 — 8,895 Deferred revenue (12,180) — (12,180) Lease liability (120) — (120) Net cash provided by (used in) operating activities 8,364 (15,722) (7,358) Cash flows from investing activities Proceeds from sale of cryptocurrency — 15,722 15,722 Deposits on miners (8,992) — (8,992) Purchases of property and equipment (977) — (977) Proceeds from sale of property and equipment 178 Net cash (used in) provided by investing activities (9,791) 15,722 5,753 Cash flows from financing activities Proceeds from notes payable 4,240 — 4,240 Repayments of notes payable (2,479) — (2,479) Net cash provided by financing activities 1,761 — 1,761 Net increase in cash 334 — 334 Cash at beginning of period 21,067 — 21,067 Cash at end of period $ 21,401 $ — $ 21,401 SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for interest $ 4,079 $ — $ 4,079 Cash paid for income taxes $ — $ — $ — Reclassification of deposits on miners to property and equipment $ 22,904 $ — $ 22,904 Debt proceeds not yet received included in other current assets $ 6,120 $ — $ 6,120 Mining revenue in prepaids and other current assets $ 148 $ — $ 148 Property and equipment in accrued expenses $ 1,898 $ — $ 1,898 Property and equipment in accounts payable $ 198 $ — $ 198 Use of estimates The preparation of the Company’s unaudited condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its most significant accounting estimates, including those related to impairment of cryptocurrency and property and equipment, income taxes and stock-based compensation. In addition, management uses assumptions when utilizing the Black-Scholes and other option valuation models to calculate the fair value of granted stock-based awards. Management bases its estimates of the carrying value of certain assets and liabilities on historical experience and on various other assumptions that it believes to be reasonable under the granted stock-based awards. Management bases its estimates of the carrying value of certain assets and liabilities on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, when these carrying values are not readily available from other sources. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results may differ significantly from those estimates. Significant Accounting Policies For a detailed discussion about the Company’s significant accounting policies, see the Company’s June 30, 2023, consolidated financial statements. Cryptocurrency, net Cryptocurrency (bitcoin) is included in current assets in the accompanying consolidated balance sheets due to the Company’s ability to sell it in a highly liquid marketplace and the Company reasonably expects to liquidate its bitcoin to support operations or for treasury management within the next 12 months. Cryptocurrency received by the Company through its mining activities are accounted for in connection with the Company’s revenue recognition policy disclosed below. Cryptocurrency held is accounted for as intangible assets with an indefinite useful life. An intangible asset with an indefinite useful life is not amortized but assessed for impairment when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired and at a minimum annually. The Company measures for impairment on a daily basis, determining the fair value of its cryptocurrency by using the lowest intra-day price as determined by the Company’s principal market. The Company recognizes impairment whenever, and to the extent, the carrying amount exceeds the lowest intra-day price. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. The proceeds from sales of cryptocurrencies are included within investing activities in the accompanying consolidated statements of cash flows and any realized gains or losses from such sales are included in operating income (expense) in the consolidated statements of operations. The Company’s policy is to account for gains or losses on sale of cryptocurrency in accordance with the first-in first-out method of accounting. Investment in equity investees The Company accounts for its investment in equity investees in accordance with ASC Topic 323, “Investments – Equity Method and Joint Ventures” unincorporated joint ventures and limited liability companies, although other factors are considered in determining whether the equity method of accounting is appropriate. Under this method, an investment in the unconsolidated investee is generally initially measured and recorded at cost. The Company recorded its investment in TZRC based upon the fair value of the consideration transferred which was determined to be its cost. The Company’s investment is subsequently adjusted to recognize its share of net income or losses as they occur. The Company also adjusts its investment upon receipt of a distribution from an equity investee, which is accounted for as a distribution-in-kind that is measured as of time of receipt. The Company’s share of the investees’ earnings or losses is recorded, net of taxes, within equity in earnings (losses) of unconsolidated joint venture on the Company’s consolidated statements of operations. Additionally, the Company’s interest in the net assets of its equity method investee is reflected on its consolidated balance sheets. If, upon the Company’s acquisition of the investment, there is any difference between the cost of the investment and the amount of the underlying equity in the net assets of the investee, the difference is required to be accounted for as if the investee were a consolidated subsidiary. If the difference is assigned to depreciable or amortizable assets or liabilities, then the difference should be amortized or accreted in connection with the equity earnings based on the Company’s proportionate share of the investee’s net income or loss. If the Company is unable to relate the difference to specific accounts of the investee, the difference should be considered goodwill. The Company considers whether the fair value of its equity method investment has declined below its carrying value whenever adverse events or changes in circumstances indicate that recorded value may not be recoverable. If the Company considered any such decline to be other than temporary (based on various factors, including historical financial results, success of the mining operations and the overall health of the investee’s industry), then the Company would record a write-down to the estimated fair value. No impairment of the Company’s investment in TZRC was recorded for the three months ended September 30, 2023. Revenue Recognition The Company recognizes revenue under ASC Topic 606, “Revenue from Contracts with Customers” ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the Company satisfies a performance obligation In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract). If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following: ● Variable consideration ● Constraining estimates of variable consideration ● The existence of a significant financing component in the contract ● Noncash consideration ● Consideration payable to a customer Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. Cryptocurrency mining: The majority of the Company’s revenue is derived from the service of performing hash computations (i.e., hashrate) for mining pools. The Company has entered into arrangements, as amended from time to time, with mining pool operators to perform hash computations for the mining pools. Providing hash computation services for mining pools is an output of the Company’s ordinary activities. The Company has the right to decide the point in time and duration for which it will provide hash computation services to the mining pools. As a result, the Company’s enforceable right to compensation only begins when, and continues as long as, the Company provides hash computation services to the mining pools. The contracts are terminable at any time by either party without substantive compensation to the other party for such termination. Upon termination, the mining pool operator (i.e., the customer) is required to pay the Company any amount due related to previously satisfied performance obligations. Therefore, the Company has determined that the duration of the contract is less than 24 hours and that the contract continuously renews throughout the day. The Company has determined that the mining pool operator’s (i.e., the customer) renewal right is not a material right as the terms, conditions, and compensation amounts are at then market rates. There is no significant financing component in these transactions. In exchange for providing hash computation services, which represents the Company’s only performance obligation, the Company is entitled to noncash consideration in the form of cryptocurrency, calculated under payout models determined by the mining pool operators. The payout model used by the mining pools in which the Company participated is the Full Pay Per Share (“FPPS”) model, which contains three components, (1) a fractional share of the fixed cryptocurrency award from the mining pool operator (referred to as a “block reward”), (2) transaction fees generated from (paid by) blockchain users to execute transactions and distributed (paid out) to individual miners by the mining pool operator, and (3) mining pool operating fees retained by the mining pool operator for operating the mining pool. The Company’s total compensation is calculated using the following formula: the sum of the Company’s share of (a) block rewards and (b) transaction fees, less (c) mining pool operating fees. (1) Block rewards represent the Company’s share of the total amount of block subsidies that are expected to be generated on the bitcoin network as a whole during the 24-hour period beginning at midnight UTC daily (i.e., the “measurement period”). The block reward earned by the Company is calculated by dividing (a) the total amount of hashrate the Company provides to the mining pool operator, by (b) the total bitcoin network’s implied hashrate (as determined by the bitcoin network difficulty), multiplied by (c) the total amount of block subsidies that are expected to be generated on the bitcoin network as a whole during the measurement period. The Company is entitled to its relative share of consideration even if a block is not successfully added to the blockchain by the mining pool in the measurement period. (2) Transaction fees refer to the total fees paid by users of the network to execute transactions. The Company is entitled to a pro-rata share of the total amount of transaction fees that are actually generated on the bitcoin network as a whole during the measurement period. The transaction fees paid out by the mining pool operator to the Company is calculated by dividing (a) the total amount of transaction fees that are actually generated on the bitcoin network as a whole, by (b) the total amount of block subsidies that are actually generated on the bitcoin network as a whole, multiplied by (c) the Company’s block rewards earned as calculated in (1) above. The Company is entitled to its relative share of consideration even if a block is not successfully added to the blockchain by the mining pool in the measurement period. (3) Mining pool operating fees are charged by the mining pool operator for operating the mining pool as set forth on a rate schedule to the mining pool contract. The mining pool operating fees reduce the total amount of compensation the Company receives and are only incurred to the extent that the Company has generated mining revenue during the measurement period. For each contract, the Company measures noncash consideration at the bitcoin spot price at the beginning of the day on the date of contract inception, as determined by the Company’s principal market, which is Coinbase Prime. The Company recognizes this noncash consideration on the same day that control of the contracted service transfers to the mining pool operator, which is the same day as the contract inception. Hosting services: The Company began providing hosting services in the third quarter of fiscal year 2022. The Company’s current hosting contracts are service contracts with a single performance obligation. The service the Company provides includes the provision of mining equipment, energized space, and typically also include monitoring, active troubleshooting and various maintenance levels for the mining equipment. Hosting revenue is recognized over time as the customer simultaneously receives and consumes the benefits of the Company’s performance. The Company recognizes hosting revenue to the extent that a significant reversal of such revenue will not occur. All consideration to which the Company is entitled under its hosting services agreements is in the form of cash. Customer contracts can include advance payment terms in the form of monthly prepayments and/or upfront payments at contract inception. Advance payments are recorded as deferred revenue and recognized over time (generally, the month of hosting service to which they relate) as the customer simultaneously receives and consumes the benefits of the Company’s performance. The Company’s hosting contracts contain service level agreement clauses, which guarantee a certain percentage of time the power will be available to its customer. In the rare case that the Company may incur penalties under these clauses, the Company recognizes the payment as variable consideration and a reduction of the transaction price and, therefore, of revenue, when not in exchange for a good or service from the customer. Mining equipment sales The Company entered into its first mining equipment sales contract in the first quarter of fiscal year 2023. Mining equipment sales contracts are for a fixed price and do not include a significant financing component. All consideration to which the Company is entitled is in the form of cash. The Company recognizes mining equipment revenue at a point in time based on management’s evaluation of when the control of the products has been passed to customers. The transfer of control to the customer occurs when products have been picked up by or shipped to the customer based on the terms of the contract. Each product is considered distinct from all other promised products in the contract because the Company does not provide a service of significant integration between each product promised, each product promised does not modify or customize any other product promised under the contract, and the promised products are not highly interrelated or interdependent. Some contracts may also include upfront deposits or require the customer to pay the full sale price up front. Any advance payments are recorded as deferred revenue and recognized as revenue upon transfer of control of the products to the customer. Management fees and cost reimbursements The Company began providing management services under PMAs in the second quarter of fiscal year 2023. Under PMAs, the Company provides project management services for the customer’s data centers. PMAs contain a single performance obligation comprised of a series of distinct monthly service periods. The contracts have an initial term of five Net loss per share The Company calculates basic and diluted net loss per share attributable to common stockholders in conformity with the two-class method required for companies with participating securities. The Company considered the convertible preferred stock to be a participating security as the holders are entitled to receive aggregated accrued and not paid dividends if/when declared by the Board of Directors at a dividend rate payable in preference and priority to the holders of common stock. Additionally, the Company’s restricted stock grants are considered participating securities as the holders are entitled to receive dividends if/when declared by the Board of Directors commensurate with other common stockholders. Under the two-class method, basic net loss per share attributable to common stockholders was calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. The net loss attributable to common stockholders was not allocated to the convertible preferred stock or unvested restricted stock grants as the holders of these securities do not have a contractual obligation to share in losses, which is consistent with the if converted method of calculation. Diluted net loss per share attributable to common stockholders was computed by giving effect to all potentially dilutive common stock equivalents outstanding for the period. For purposes of this calculation, convertible preferred stock, stock options and restricted stock grants were considered common shares equivalents but had been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect was anti-dilutive. In periods in which the Company reports a net loss attributable to all classes of common stockholders, diluted net loss per share attributable to all classes of common stockholders is the same as basic net loss per share attributable to all classes of common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. Since the Company has only incurred losses, basic and diluted net loss per share is the same. Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share at September 30, 2023 and September 30, 2022 because their inclusion would be anti-dilutive are as follows: September 30, 2023 September 30, 2022 Series A preferred stock 7,824,000 7,824,000 Series B preferred stock 10,000,000 10,000,000 Series B-1 preferred stock 793,250 793,250 Unvested restricted stock awards — 429,844 Stock options 6,744,948 3,246,750 Total 25,362,198 22,293,844 Segment reporting Operating segments are defined as components of an enterprise about which separate financial information is available that is regularly reviewed by the chief operating decision maker (“CODM”), which may be an individual or decision-making group. The CODM reviews financial information for the purpose of making operating decisions, allocating resources and in evaluating financial performance of the business of the reportable operating segments, based on discrete financial information. The Company’s chief executive officer is currently designated as the CODM. Although the Company has three lines of business, two of those lines of businesses were recently launched by the Company. These new lines of business are in the same industry as the Company currently operates and do not require special consideration. As of September 30, 2023, the CODM does not receive or evaluate the business lines separately and therefore the Company currently operates as one segment. Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Concentrations
Concentrations | 3 Months Ended |
Sep. 30, 2023 | |
Concentrations | |
Concentrations | Note 4. Concentrations The Company has only mined Bitcoin as of September 30, 2023 and 2022, respectively. Therefore, 100% of the Company’s mining revenue is related to one cryptocurrency. The Company has three mining pool operators as of September 30, 2023 and 2022, respectively. |
Cryptocurrency, net
Cryptocurrency, net | 3 Months Ended |
Sep. 30, 2023 | |
Cryptocurrency, net | |
Cryptocurrency, net | Note 5. Cryptocurrency, net The following table presents the cryptocurrency activity for the three month periods ended September 30, 2023 and June 30, 2023: September 30, 2023 June 30, 2023 Beginning balance $ 851 $ 1,004 Revenue recognized from cryptocurrency mined, net 15,565 15,858 Hosting revenue received in cryptocurrency 433 — Mining revenue earned in prior period received in current period 212 125 Carrying value of cryptocurrency sold (14,921) (15,056) Impairment of cryptocurrency (718) (868) Mining revenue receivable (169) (212) Ending balance $ 1,253 $ 851 For the three months ended September 30, 2023, the Company received approximately $15.5 million in proceeds from sales of bitcoin and recorded an approximately $0.5 million realized gain related to these sales. For the three months ended June 30, 2023, the Company received approximately $16.1 million in proceeds from sales of bitcoin and recorded an approximately $1.0 million realized gain related to these sales. |
Property and Equipment, net
Property and Equipment, net | 3 Months Ended |
Sep. 30, 2023 | |
Property and Equipment, net | |
Property and Equipment, net | Note 6. Property and Equipment, net Property and equipment consists of the following as of September 30, 2023 and June 30, 2023: September 30, 2023 June 30, 2023 Miners and mining equipment $ 74,267 $ 74,246 Machinery and facility equipment 362 34 Vehicles 213 146 Leasehold improvements 59 59 Construction in progress 10,290 10,929 Total cost of property and equipment 85,191 85,414 Less accumulated depreciation and amortization (18,990) (14,695) Property and equipment, net $ 66,201 $ 70,719 Depreciation and amortization expense of property and equipment for the three-month periods ending September 30, 2023 and 2022 was approximately $4.3 million and $5.8 million, respectively. Depreciation is computed on the straight-line basis over their estimated useful life for the periods the assets are in service. Amortization of leasehold improvements is calculated on the straight-line basis over the remaining life of the respective lease term. |
Deposits on Miners
Deposits on Miners | 3 Months Ended |
Sep. 30, 2023 | |
Deposits on Miners | |
Deposits on Miners | Note 7. Deposits on Miners Deposits on miners represent the amount the Company has paid to its suppliers for the purchase of miners which have not yet been received. The following table presents the deposits on miners activity for the three month periods ended September 30, 2023 and June 30, 2023: September 30, 2023 June 30, 2023 Balance, beginning of period $ — $ 8,194 Deposits made to suppliers for miners, net of refunds — — Miners received from suppliers — (8,194) Balance, end of period $ — $ — |
Deferred Revenue
Deferred Revenue | 3 Months Ended |
Sep. 30, 2023 | |
Deferred Revenue. | |
Deferred Revenue | Note 8. Deferred Revenue Deferred revenue represents customer cash advances associated with the Company’s hosting services, which have not yet been earned by the Company. The following table presents the deferred revenue activity for the three month periods ended of September 30, 2023 and June 30, 2023: September 30, 2023 June 30, 2023 Beginning balance $ 1,031 $ 441 Advances received from customers 2,203 2,966 Hosting revenue earned (1,882) (2,376) Ending balance $ 1,352 $ 1,031 |
Investments in unconsolidated j
Investments in unconsolidated joint venture | 3 Months Ended |
Sep. 30, 2023 | |
Investments in unconsolidated joint venture | |
Investments in unconsolidated joint venture | Note 9. Investments in unconsolidated joint venture On November 25, 2022, the Company entered into an Asset Purchase Agreement (“Agreement”) with Compute North Member, LLC to purchase their 50 percent membership interest in TZRC, an early stage operator of vertically integrated cryptocurrency mining and power facilities. The transaction closed on December 6, 2022. As of June 30, 2023, the Company determined that fair value of the net assets acquired differed from the carrying value of the estimated fair value of the underlying net assets acquired in an amount of approximately $22.4 million. This difference is attributable to depreciable and amortizable assets and liabilities and in accordance with ASC 323, will be accreted within the equity in earnings of unconsolidated joint venture in the Company’s consolidated statements of operations. For the three months ended September 30, 2023, the amount of the accretion was approximately $1.7 million. The consideration paid consisted of cash of $10.0 million and the TZRC Secured Promissory Note with a fair value estimate as of transaction date of approximately $95.1 million. The Company also assumed a PMA (intangible asset) with a fair value estimate as of the transaction date of approximately $5.9 million. The $10.0 million in cash was sourced from funds the Company had previously received under the terms of a subscription agreement from a third party . TZRC is an operating joint venture where both members jointly control the essential areas of the entity’s business. The purpose of TZRC is to develop, construct, install, own, finance, rent and operate one or more modular data centers located on or near renewable power sources for purposes of cryptocurrency mining. The entity both self-mines and provides hosting services, both of which began in August 2022. Pursuant to the Agreement, the Company assumed the role of property manager under a PMA, to provide day-to-day management and oversight services of TZRC’s data center facilities. The service contract has a term of 10 years and automatically renews for successive one year terms unless either party provides written notice of non-renewal. As property manager, the Company is entitled to approximately $1.5 million per year, subject to downward adjustment based on capacity utilization of TZRC’s data centers. In addition, the PMA allows pass through costs on behalf of the Company, such as payroll and other incidental costs. Pass through costs for the three months ended September 30, 2023 were approximately $0.4 million. The Company accounts for its 50% interest in TZRC using the equity method of accounting. For the three months ended September 30, 2023, the Company recorded its ownership percentage of income of TZRC in Other income (expense) for $2.1 million in the Company’s consolidated statements of operations. The carrying value of the Company’s investment in TZRC was approximately $84.3 million at September 30, 2023 and is included in the Company’s consolidated balance sheets. A summarized consolidated income statement and balance sheet for TZRC as of September 30, 2023 follows: Condensed Consolidated Income Statement Three Months Ended September 30, 2023 Revenues, net $ 32,279 Gross profit $ 17,305 Net income $ 665 Net income attributable to investee $ 303 Condensed Consolidated Balance Sheet As of September 30, 2023 Cash $ 29,300 Current assets $ 41,022 Noncurrent assets $ 202,764 Current liabilities $ 26,371 Noncurrent liabilities $ 15,651 Members’ equity $ 201,764 |
Notes Payable
Notes Payable | 3 Months Ended |
Sep. 30, 2023 | |
Notes Payable | |
Notes Payable | Note 10. Notes Payable The following is a summary of the Company’s secured promissory notes as of September 30, 2023 and June 30, 2023: Notes Payable – September 30, 2023: Current Issuance Date Maturity Date Interest Rate Principal * Portion Anchorage Loan February 3, 2023 February 2, 2028 14.00 % $ 46,555 $ 985 TZRC Secured Promissory Note December 6, 2022 April 8, 2027 15.25 % 84,292 — Third Party Note December 6, 2022 December 5, 2027 18.0 % 10,985 — Totals $ 141,832 $ 985 * = Net of debt issuance costs which totaled approximately $3.7 million. Notes Payable – June 30, 2023: Current Issuance Date Maturity Date Interest Rate Principal * Portion Anchorage Loan February 3, 2023 February 2, 2028 14.00 % $ 48,587 $ 1,299 TZRC Secured Promissory Note December 6, 2022 April 8, 2027 15.25 % 92,102 — Third Party Note December 6, 2022 December 5, 2027 18.0 % 10,501 — Totals $ 151,190 $ 1,299 * = Net of debt issuance costs which totaled approximately $5.5 million. |
Leases
Leases | 3 Months Ended |
Sep. 30, 2023 | |
Leases | |
Leases | Note 11. Leases As of September 30, 2023, the Company had operating lease liabilities of approximately $1.2 million and right-of-use assets of approximately $0.5 million. As of June 30, 2023, the Company had operating lease liabilities of approximately $1.3 million and right-of-use assets of approximately $0.5 million, which are included in the unaudited condensed consolidated balance sheets. The following summarizes quantitative information about the Company’s operating leases: Three Months Ended September 30, 2023 2022 Operating leases Operating lease cost $ 66 $ 144 Variable lease cost 18 32 Operating lease expense 84 176 Short-term lease expense 100 79 Total lease expense $ 184 $ 255 Quantitative information related to leases is summarized below: Three Months Ended September 30, 2023 2022 Operating cash flows - operating leases $ 119 $ 162 Right-of-use assets obtained in exchange for operating lease liabilities $ — $ — Weighted-average remaining lease term – operating leases 2.8 4.0 Weighted-average discount rate* – operating leases 7.0 % 7.0 % * Maturities of the Company’s operating lease liabilities as of September 30, 2023, are as follows: Operating Leases Year ended June 30, 2024 (9 months remaining) $ 357 Year ended June 30, 2025 484 Year ended June 30, 2026 491 Year ended June 30, 2027 41 Total 1,373 Less present value discount (131) Operating lease liabilities $ 1,242 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Sep. 30, 2023 | |
Stockholders' Equity | |
Stockholders' Equity | Note 12. Stockholders’ Equity Authorized Shares In September 2022, the Company’s Board of Directors authorized a 250-for-1 stock split and also increased the number of shares of authorized common stock to 125,000,000, increased the number of authorized shares of Series A preferred stock to 7,855,500, increased the number of authorized shares of Series B preferred stock to 10,000,000, and increased the number of authorized shares of Series B-1 preferred stock to 3,750,000. In September 2022, the Company’s Board of Directors also authorized 16,557,000 shares of Series C Preferred Stock and increased the numbers of shares authorized for issuance in the 2021 Equity Incentive Plan to 17,387,697. As a result of the stock split, all share amounts in these consolidated financial statements have been retrospectively adjusted. Common stock The Company’s articles of incorporation, as amended, authorized 125,000,000 shares of common stock, par value $0.00001 per share. Preferred stock The Company’s articles of incorporation, as amended, authorized 7,855,500 shares of Series A preferred stock, 10,000,000 shares of Series B preferred stock and 3,750,000 shares of Series B-1 preferred stock. Each holder of Series A, Series B and Series B-1 preferred stock may convert any or all of their preferred shares into one share of the Company’s common stock. Additionally, all outstanding shares of Series A, Series B and Series B-1 preferred stock shall automatically be converted into shares of common stock upon either (a) the closing of a transaction which results in the Company being a publicly traded vehicle (whether directly or as a subsidiary) based on a valuation for the Company on its own of $200.0 million or more, or (b) the date, or upon the occurrence of an event, specified by vote or written consent of the requisite holders, as defined in the Company’s articles of incorporation. The Company will reserve a sufficient number of shares to provide for conversion of all preferred stock outstanding. Each holder of preferred stock is entitled to vote on all matters submitted to the shareholders of the Company. Upon liquidation, dissolution or winding up of the business of the Corporation, each holder of preferred stock is entitled to receive for each share, a pro rata distribution with the Company’s common stock, with the most senior preferred stock paid out at 100% first. Stock-based compensation On March 16, 2021, the Company established the 2021 Equity Incentive Plan (the “Plan”). The Plan allows the Company to award options, stock appreciation rights, restricted awards and performance awards to employees, consultants and directors of the Company and its affiliates. Canceled and forfeited awards are returned to the Plan for future awards. As of September 30, 2023, 17,387,697 shares were authorized for issuance under the Plan and there were 1,821,109 shares remaining available for future grants. The Company’s stock-based compensation expense recognized during the three-months ended September 30, 2023 and 2022, was entirely attributable to general and administrative expenses, which are included in the accompanying unaudited condensed consolidated statement of operations. Stock-based compensation expense for the period consisted of the following: Three Months Ended September 30, 2023 2022 Restricted stock awards $ — $ 2,329 Stock options 303 508 Total stock-based compensation $ 303 $ 2,837 Time-based restricted stock awards On January 5, 2023 and August 9, 2022, the Company awarded 1,048,912 and 7,250, respectively, time-based restricted stock awards, with an estimated fair value of $0.026 and $0.01, respectively, per share. The Company estimated the fair value of $0.26 as of December 31, 2022 and $0.01 as of June 30, 2022, respectively, utilizing a market approach and the Guideline Public Company Method to derive an estimated equity value from publicly traded companies that are deemed to be comparable to the Company. Once the equity value was determined, the Company used the option pricing method to allocate fair value to the Company’s individual securities. There was no additional activity related to time-based restricted stock awards during the three-months ended September 30, 2023. The assumptions used in the option pricing method and the backsolve method as of December 31, 2022 and June 30, 2022 were as follows: December 31, 2022 June 30, 2022 Expected price volatility 120 % 120 % Risk-free interest rate 4.41 % 2.86 % Expected term 2.0 years 1.5 years In February 2023, the Company cancelled 1,048,912 restricted stock awards which it awarded on January 5, 2023 and also cancelled an additional 393,001 outstanding restricted stock awards from previously issued restricted stock awards, thus the Company recorded the remaining unrecognized compensation expense for these awards of $0.6 million on the cancellation date. The time-based restricted stock awards held by the Company’s chief executive officer and chief operating officer contain certain acceleration clauses if triggering events occur. On August 15, 2022, due to a loss of control over the Board of Directors, the vesting was accelerated for these awards, and the remainder of the unrecognized compensation expense associated with these awards was recognized during the fiscal year ended June 30, 2023. There was no unrecognized compensation cost related to time-based restricted stock awards for the three-months ended September 30, 2023. Performance-based restricted stock awards As of June 30, 2022, the Company had a total of 2,441,000 unvested performance-based restricted stock awards that had been issued to the Company’s chief executive officer and chief operating officer on March 17, 2021 that were supposed to vest upon the achievement of specific market conditions. The restricted stock awards contain certain acceleration clauses if triggering events occur. Half of these awards were supposed to vest if the Company achieved a total Company Company Additionally, as of June 30, 2022, the Company also had a total of 1,375,000 unvested performance-based restricted stock awards that had been issued to its chief executive officer and chief operating officer on October 10, 2021 that were supposed to vest if the Company achieved 20,000 miners or more On August 15, 2022, due to a loss of control over the Board of Directors, the vesting for all of the unvested performance-based restricted stock awards held by the Company’s chief executive officer and chief operating officer was accelerated and the remainder of the unrecognized compensation expense of approximately $0.8 million was recognized during the three months ended September 30, 2022. There was no additional activity related to performance-based restricted stock awards during the three-months ended September 30, 2023. Stock options The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model. The Company historically has been a private company and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. Due to the lack of historical exercise history, the expected term of the Company’s stock options has been determined using the “simplified” method for awards. The risk-free interest rate is determined by referencing the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The majority of the Company’s options awarded vest based upon service provided to the Company over time; however, the Company has a total of 187,000 options outstanding that are subject to performance-based vesting conditions. For these options, 146,250 will vest upon the completion of an initial public offering or merger event (the “IPO options”) and 40,750 will vest upon achievement of other internal non-financial metrics. The Company is recognizing stock compensation cost for the non-financial operating metrics over the period that management expects it will take to achieve this condition. Stock compensation costs for equity awards that are conditional upon a liquidity event, such as an initial public offering or merger event should not be recognized prior to the achievement of the liquidity event. As such, the Company will not recognize any stock compensation cost for the IPO options until occurrence of an initial public offering or merger event. The following assumptions were used in determining the fair value of stock options granted during the three-months ended September 30, 2022: Dividend yield — % Expected price volatility 100 % Risk free interest rate 2.86% - 3.27 % Expected term (in years) 5.0 - 8.0 The Company did not grant any stock options during the three-months ended September 30, 2023. In January 2023, the Company repriced all of the outstanding stock options to an exercise price of $0.26 per share. The incremental expense of vested stock options of $36,000 was recognized upon the modification date and the incremental expense of unvested stock options of $0.1 million will be recognized over the remaining vesting period of the awards. A summary of our stock option activity is below: Weighted Weighted Average Average Remaining Exercise Total Contractual Number Price (per Intrinsic Life (in of Shares share) Value years) Outstanding as of June 30, 2023 6,752,964 $ 0.26 $ — 9.0 Exercised (7,391) $ 0.26 — — Forfeited or canceled (625) $ 0.26 — — Outstanding as of September 30, 2023 6,744,948 $ 0.26 $ — 8.5 Vested and exercisable as of September 30, 2023 1,101,892 $ 0.26 $ — 8.1 Excluding $0.1 million of unrecognized compensation expense for the IPO options, the Company had approximately $1.2 million of total unrecognized compensation expense related to options granted under the Plan as of September 30, 2023, which is expected to be recognized over a weighted-average remaining vesting period of approximately 1.1 years. |
Income Taxes
Income Taxes | 3 Months Ended |
Sep. 30, 2023 | |
Income Taxes | |
Income Taxes | Note 13. Income Taxes For the three months ended September 30, 2023 and 2022 we recognized income tax expense of $0.1 million and $0.3 million, respectively. The Company’s effective income tax rate was (1.4%) for the three months ended September 30, 2023. The difference between the effective tax rate and the expected statutory rate was primarily a result of stock compensation and changes in the valuation allowance. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions | |
Related Party Transactions | Note 14. Related Party Transactions Related parties are defined as entities related to the Company’s directors or main shareholders as well as equity method investment entities. The Company provides services to TZRC, an equity method investment entity (refer to Note 9 for additional information on the equity method investment entity), in exchange for fees under a PMA. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies. | |
Commitments and Contingencies | Note 15. Commitments and Contingencies Contingencies The Company, and its subsidiaries, are subject at times to various claims, lawsuits and governmental proceedings relating to the Company’s business and transactions arising in the ordinary course of business. The Company cannot predict the final outcome of such proceedings. Where appropriate, the Company vigorously defends such claims, lawsuits and proceedings. Some of these claims, lawsuits and proceedings seek damages, including, consequential, exemplary or punitive damages, in amounts that could, if awarded, be significant. Certain of the claims, lawsuits and proceedings arising in ordinary course of business are covered by the Company’s insurance program. The Company maintains property and various types of liability insurance in an effort to protect the Company from such claims. In terms of any matters where there is no insurance coverage available to the Company, or where coverage is available and the Company maintains a retention or deductible associated with such insurance, the Company may establish an accrual for such loss, retention or deductible based on current available information. In accordance with accounting guidance, if it is probable that an asset has been impaired or a liability has been incurred as of the date of the financial statements, and the amount of loss is reasonably estimable, then an accrual for the cost to resolve or settle these claims is recorded by the Company in the accompanying unaudited condensed consolidated balance sheets. If it is reasonably possible that an asset may be impaired as of the date of the financial statement, then the Company discloses the range of possible loss. Expenses related to the defense of such claims are recorded by the Company as incurred and included in the accompanying unaudited condensed consolidated statement of operations. Management, with the assistance of outside counsel, may from time to time adjust such accruals according to new developments in the matter, court rulings, or changes in the strategy affecting the Company’s defense of such matters. On the basis of current information, the Company does not believe there is a reasonable possibility that, any material loss, if any, will result from any claims, lawsuits and proceedings to which the Company is subject to either individually, or in the aggregate. Lancium, LLC Lawsuit On May 11, 2023, Lancium, LLC (“Lancium”) filed a lawsuit claiming the Company infringed upon a number of its patents and is seeking unspecified compensatory damages, treble damages and attorney’s fees and costs. The Company believes the lawsuit is without merit and has strong defenses to Lancium’s claims and plans to defend itself vigorously. City of Niagara Falls, New York Lawsuit On November 18, 2022, the City of Niagara Falls, New York (“the City”), filed a lawsuit claiming the Company violated one of its newly enacted laws. The City also applied for a preliminary injunction to shut down the Company’s operation and also applied for and received a temporary restraining order which ordered the shutdown of the Company’s Niagara Falls operation, pending a hearing on its application. On January 25, 2023 the Company was additionally assessed a fine by the City. In March 2023, a tentative settlement was reached with the City. On April 5, 2023, the City voted to ratify the tentative settlement and the lawsuit was rescinded. All costs associated with the settlement have been included in the Company’s records as of September 30, 2023. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Sep. 30, 2023 | |
Subsequent Events | |
Subsequent Events | Note 16. Subsequent Events The Company has completed an evaluation of all subsequent events after the balance sheet date up to December 18, 2023, the date that the unaudited condensed consolidated financial statements were available to be issued. Except as noted below, the Company has concluded no other subsequent events have occurred that require disclosure. Purchase Commitment In October 2023, the Company’s Board of Directors determined to expand the Company’s business by entering the AI infrastructure market through its initial purchase order of AI equipment for an aggregate purchase price of approximately $40.0 million. The purchase order is subject to customary terms and conditions, including a limited cancellation option by the Company prior to the commencement of the AI equipment production. USBTC is currently evaluating alternatives to finance the purchase price of the AI equipment. Hut 8 Transaction On November 30, 2023, the Transaction with Hut 8 was completed. Site Development Agreement On December 18, 2023 the Company signed an interim agreement to build out and install mining operations in connection with the Celsius bankruptcy proceedings at a site in Cedarvale, Texas. |
Basis of Presentation, Summar_2
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements (Policies) | 3 Months Ended |
Sep. 30, 2023 | |
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements | |
Basis of preparation | Basis of preparation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of such interim results. Amounts are in thousands except for share, per share and miner amounts. The results in the unaudited condensed consolidated statements of operations are not necessarily indicative of results to be expected for the fiscal year ending June 30, 2024 or for any future interim period. The unaudited condensed consolidated financial statements do not include all the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the fiscal year ended June 30, 2023, and notes thereto. |
Principles of consolidation | Principles of consolidation These unaudited condensed consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries. Consolidated subsidiaries’ results are included from the date the subsidiary was formed or acquired. Intercompany balances and transactions have been eliminated in consolidation. Unconsolidated investments in which the Company does not have a controlling interest but does have significant influence are accounted for as equity method investments, with earnings recorded in other expense. These investments are included in long-term assets and the Company’s proportionate share of income or loss is included in other expense. |
Reclassification of prior year accounts | Reclassification of prior year accounts Certain accounts for the three months ended September 30, 2022 were reclassified to conform to the current year presentation. More specifically, in the unaudited condensed consolidated statements of operations, cost of revenues of $18.4 million was bifurcated into cost of revenues services for $15.3 million and cost of revenues mining equipment for $3.1 million. Reclassification of consolidated financial statements Restatement of September 30, 2022 Unaudited Interim Consolidated Financial Statements The Unaudited Condensed Three Months Ended September 30, 2022 Consolidated Statement of Cash Flows has been restated for an error in previously reported information. Restatement of financial information presented was necessary to correct for the classification of proceeds from the sales of cryptocurrency from cash flows from operations to cash flows from investing activities. See below for presentation of restated unaudited condensed three months ended September 30, 2022 Consolidated Statement of Cash Flows. There were no other changes to the Unaudited Condensed Three Months Ended September 30, 2022 Consolidated Financial Statements so there will be no presentation of other financial statements. Remainder of page blank Unaudited Condensed Consolidated Statement of Cash Flows Three Months Ended September 30, 2022 Restatement As Reported Adjustment As Restated Cash flows from operating activities Net loss $ (560) $ — $ (560) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 5,754 — 5,754 Amortization of right-of-use assets 119 — 119 Stock-based compensation 2,837 — 2,837 Revenue, net - cryptocurrency mining (16,328) — (16,328) Impairment of cryptocurrency 1,286 — 1,286 Realized gain on sale of cryptocurrencies (1,549) — (1,549) Proceeds from sale of cryptocurrency 15,722 (15,722) — Deferred tax liability (80) — (80) Amortization of debt discount 353 — 353 Changes in assets and liabilities: Accounts receivable, net 546 — 546 Prepaid expenses and other current assets 6,261 — 6,261 Accounts payable (2,810) — (2,810) Accrued expenses 218 — 218 Other liabilities 8,895 — 8,895 Deferred revenue (12,180) — (12,180) Lease liability (120) — (120) Net cash provided by (used in) operating activities 8,364 (15,722) (7,358) Cash flows from investing activities Proceeds from sale of cryptocurrency — 15,722 15,722 Deposits on miners (8,992) — (8,992) Purchases of property and equipment (977) — (977) Proceeds from sale of property and equipment 178 Net cash (used in) provided by investing activities (9,791) 15,722 5,753 Cash flows from financing activities Proceeds from notes payable 4,240 — 4,240 Repayments of notes payable (2,479) — (2,479) Net cash provided by financing activities 1,761 — 1,761 Net increase in cash 334 — 334 Cash at beginning of period 21,067 — 21,067 Cash at end of period $ 21,401 $ — $ 21,401 SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for interest $ 4,079 $ — $ 4,079 Cash paid for income taxes $ — $ — $ — Reclassification of deposits on miners to property and equipment $ 22,904 $ — $ 22,904 Debt proceeds not yet received included in other current assets $ 6,120 $ — $ 6,120 Mining revenue in prepaids and other current assets $ 148 $ — $ 148 Property and equipment in accrued expenses $ 1,898 $ — $ 1,898 Property and equipment in accounts payable $ 198 $ — $ 198 |
Use of estimates | Use of estimates The preparation of the Company’s unaudited condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its most significant accounting estimates, including those related to impairment of cryptocurrency and property and equipment, income taxes and stock-based compensation. In addition, management uses assumptions when utilizing the Black-Scholes and other option valuation models to calculate the fair value of granted stock-based awards. Management bases its estimates of the carrying value of certain assets and liabilities on historical experience and on various other assumptions that it believes to be reasonable under the granted stock-based awards. Management bases its estimates of the carrying value of certain assets and liabilities on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, when these carrying values are not readily available from other sources. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results may differ significantly from those estimates. |
Cryptocurrency, net | Cryptocurrency, net Cryptocurrency (bitcoin) is included in current assets in the accompanying consolidated balance sheets due to the Company’s ability to sell it in a highly liquid marketplace and the Company reasonably expects to liquidate its bitcoin to support operations or for treasury management within the next 12 months. Cryptocurrency received by the Company through its mining activities are accounted for in connection with the Company’s revenue recognition policy disclosed below. Cryptocurrency held is accounted for as intangible assets with an indefinite useful life. An intangible asset with an indefinite useful life is not amortized but assessed for impairment when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired and at a minimum annually. The Company measures for impairment on a daily basis, determining the fair value of its cryptocurrency by using the lowest intra-day price as determined by the Company’s principal market. The Company recognizes impairment whenever, and to the extent, the carrying amount exceeds the lowest intra-day price. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. The proceeds from sales of cryptocurrencies are included within investing activities in the accompanying consolidated statements of cash flows and any realized gains or losses from such sales are included in operating income (expense) in the consolidated statements of operations. The Company’s policy is to account for gains or losses on sale of cryptocurrency in accordance with the first-in first-out method of accounting. |
Investment in equity investees | Investment in equity investees The Company accounts for its investment in equity investees in accordance with ASC Topic 323, “Investments – Equity Method and Joint Ventures” unincorporated joint ventures and limited liability companies, although other factors are considered in determining whether the equity method of accounting is appropriate. Under this method, an investment in the unconsolidated investee is generally initially measured and recorded at cost. The Company recorded its investment in TZRC based upon the fair value of the consideration transferred which was determined to be its cost. The Company’s investment is subsequently adjusted to recognize its share of net income or losses as they occur. The Company also adjusts its investment upon receipt of a distribution from an equity investee, which is accounted for as a distribution-in-kind that is measured as of time of receipt. The Company’s share of the investees’ earnings or losses is recorded, net of taxes, within equity in earnings (losses) of unconsolidated joint venture on the Company’s consolidated statements of operations. Additionally, the Company’s interest in the net assets of its equity method investee is reflected on its consolidated balance sheets. If, upon the Company’s acquisition of the investment, there is any difference between the cost of the investment and the amount of the underlying equity in the net assets of the investee, the difference is required to be accounted for as if the investee were a consolidated subsidiary. If the difference is assigned to depreciable or amortizable assets or liabilities, then the difference should be amortized or accreted in connection with the equity earnings based on the Company’s proportionate share of the investee’s net income or loss. If the Company is unable to relate the difference to specific accounts of the investee, the difference should be considered goodwill. The Company considers whether the fair value of its equity method investment has declined below its carrying value whenever adverse events or changes in circumstances indicate that recorded value may not be recoverable. If the Company considered any such decline to be other than temporary (based on various factors, including historical financial results, success of the mining operations and the overall health of the investee’s industry), then the Company would record a write-down to the estimated fair value. No impairment of the Company’s investment in TZRC was recorded for the three months ended September 30, 2023. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue under ASC Topic 606, “Revenue from Contracts with Customers” ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the Company satisfies a performance obligation In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract). If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following: ● Variable consideration ● Constraining estimates of variable consideration ● The existence of a significant financing component in the contract ● Noncash consideration ● Consideration payable to a customer Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. Cryptocurrency mining: The majority of the Company’s revenue is derived from the service of performing hash computations (i.e., hashrate) for mining pools. The Company has entered into arrangements, as amended from time to time, with mining pool operators to perform hash computations for the mining pools. Providing hash computation services for mining pools is an output of the Company’s ordinary activities. The Company has the right to decide the point in time and duration for which it will provide hash computation services to the mining pools. As a result, the Company’s enforceable right to compensation only begins when, and continues as long as, the Company provides hash computation services to the mining pools. The contracts are terminable at any time by either party without substantive compensation to the other party for such termination. Upon termination, the mining pool operator (i.e., the customer) is required to pay the Company any amount due related to previously satisfied performance obligations. Therefore, the Company has determined that the duration of the contract is less than 24 hours and that the contract continuously renews throughout the day. The Company has determined that the mining pool operator’s (i.e., the customer) renewal right is not a material right as the terms, conditions, and compensation amounts are at then market rates. There is no significant financing component in these transactions. In exchange for providing hash computation services, which represents the Company’s only performance obligation, the Company is entitled to noncash consideration in the form of cryptocurrency, calculated under payout models determined by the mining pool operators. The payout model used by the mining pools in which the Company participated is the Full Pay Per Share (“FPPS”) model, which contains three components, (1) a fractional share of the fixed cryptocurrency award from the mining pool operator (referred to as a “block reward”), (2) transaction fees generated from (paid by) blockchain users to execute transactions and distributed (paid out) to individual miners by the mining pool operator, and (3) mining pool operating fees retained by the mining pool operator for operating the mining pool. The Company’s total compensation is calculated using the following formula: the sum of the Company’s share of (a) block rewards and (b) transaction fees, less (c) mining pool operating fees. (1) Block rewards represent the Company’s share of the total amount of block subsidies that are expected to be generated on the bitcoin network as a whole during the 24-hour period beginning at midnight UTC daily (i.e., the “measurement period”). The block reward earned by the Company is calculated by dividing (a) the total amount of hashrate the Company provides to the mining pool operator, by (b) the total bitcoin network’s implied hashrate (as determined by the bitcoin network difficulty), multiplied by (c) the total amount of block subsidies that are expected to be generated on the bitcoin network as a whole during the measurement period. The Company is entitled to its relative share of consideration even if a block is not successfully added to the blockchain by the mining pool in the measurement period. (2) Transaction fees refer to the total fees paid by users of the network to execute transactions. The Company is entitled to a pro-rata share of the total amount of transaction fees that are actually generated on the bitcoin network as a whole during the measurement period. The transaction fees paid out by the mining pool operator to the Company is calculated by dividing (a) the total amount of transaction fees that are actually generated on the bitcoin network as a whole, by (b) the total amount of block subsidies that are actually generated on the bitcoin network as a whole, multiplied by (c) the Company’s block rewards earned as calculated in (1) above. The Company is entitled to its relative share of consideration even if a block is not successfully added to the blockchain by the mining pool in the measurement period. (3) Mining pool operating fees are charged by the mining pool operator for operating the mining pool as set forth on a rate schedule to the mining pool contract. The mining pool operating fees reduce the total amount of compensation the Company receives and are only incurred to the extent that the Company has generated mining revenue during the measurement period. For each contract, the Company measures noncash consideration at the bitcoin spot price at the beginning of the day on the date of contract inception, as determined by the Company’s principal market, which is Coinbase Prime. The Company recognizes this noncash consideration on the same day that control of the contracted service transfers to the mining pool operator, which is the same day as the contract inception. Hosting services: The Company began providing hosting services in the third quarter of fiscal year 2022. The Company’s current hosting contracts are service contracts with a single performance obligation. The service the Company provides includes the provision of mining equipment, energized space, and typically also include monitoring, active troubleshooting and various maintenance levels for the mining equipment. Hosting revenue is recognized over time as the customer simultaneously receives and consumes the benefits of the Company’s performance. The Company recognizes hosting revenue to the extent that a significant reversal of such revenue will not occur. All consideration to which the Company is entitled under its hosting services agreements is in the form of cash. Customer contracts can include advance payment terms in the form of monthly prepayments and/or upfront payments at contract inception. Advance payments are recorded as deferred revenue and recognized over time (generally, the month of hosting service to which they relate) as the customer simultaneously receives and consumes the benefits of the Company’s performance. The Company’s hosting contracts contain service level agreement clauses, which guarantee a certain percentage of time the power will be available to its customer. In the rare case that the Company may incur penalties under these clauses, the Company recognizes the payment as variable consideration and a reduction of the transaction price and, therefore, of revenue, when not in exchange for a good or service from the customer. Mining equipment sales The Company entered into its first mining equipment sales contract in the first quarter of fiscal year 2023. Mining equipment sales contracts are for a fixed price and do not include a significant financing component. All consideration to which the Company is entitled is in the form of cash. The Company recognizes mining equipment revenue at a point in time based on management’s evaluation of when the control of the products has been passed to customers. The transfer of control to the customer occurs when products have been picked up by or shipped to the customer based on the terms of the contract. Each product is considered distinct from all other promised products in the contract because the Company does not provide a service of significant integration between each product promised, each product promised does not modify or customize any other product promised under the contract, and the promised products are not highly interrelated or interdependent. Some contracts may also include upfront deposits or require the customer to pay the full sale price up front. Any advance payments are recorded as deferred revenue and recognized as revenue upon transfer of control of the products to the customer. Management fees and cost reimbursements The Company began providing management services under PMAs in the second quarter of fiscal year 2023. Under PMAs, the Company provides project management services for the customer’s data centers. PMAs contain a single performance obligation comprised of a series of distinct monthly service periods. The contracts have an initial term of five |
Net loss per share | Net loss per share The Company calculates basic and diluted net loss per share attributable to common stockholders in conformity with the two-class method required for companies with participating securities. The Company considered the convertible preferred stock to be a participating security as the holders are entitled to receive aggregated accrued and not paid dividends if/when declared by the Board of Directors at a dividend rate payable in preference and priority to the holders of common stock. Additionally, the Company’s restricted stock grants are considered participating securities as the holders are entitled to receive dividends if/when declared by the Board of Directors commensurate with other common stockholders. Under the two-class method, basic net loss per share attributable to common stockholders was calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. The net loss attributable to common stockholders was not allocated to the convertible preferred stock or unvested restricted stock grants as the holders of these securities do not have a contractual obligation to share in losses, which is consistent with the if converted method of calculation. Diluted net loss per share attributable to common stockholders was computed by giving effect to all potentially dilutive common stock equivalents outstanding for the period. For purposes of this calculation, convertible preferred stock, stock options and restricted stock grants were considered common shares equivalents but had been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect was anti-dilutive. In periods in which the Company reports a net loss attributable to all classes of common stockholders, diluted net loss per share attributable to all classes of common stockholders is the same as basic net loss per share attributable to all classes of common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. Since the Company has only incurred losses, basic and diluted net loss per share is the same. Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share at September 30, 2023 and September 30, 2022 because their inclusion would be anti-dilutive are as follows: September 30, 2023 September 30, 2022 Series A preferred stock 7,824,000 7,824,000 Series B preferred stock 10,000,000 10,000,000 Series B-1 preferred stock 793,250 793,250 Unvested restricted stock awards — 429,844 Stock options 6,744,948 3,246,750 Total 25,362,198 22,293,844 |
Segment reporting | Segment reporting Operating segments are defined as components of an enterprise about which separate financial information is available that is regularly reviewed by the chief operating decision maker (“CODM”), which may be an individual or decision-making group. The CODM reviews financial information for the purpose of making operating decisions, allocating resources and in evaluating financial performance of the business of the reportable operating segments, based on discrete financial information. The Company’s chief executive officer is currently designated as the CODM. Although the Company has three lines of business, two of those lines of businesses were recently launched by the Company. These new lines of business are in the same industry as the Company currently operates and do not require special consideration. As of September 30, 2023, the CODM does not receive or evaluate the business lines separately and therefore the Company currently operates as one segment. |
Recent accounting pronouncements | Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Basis of Presentation, Summar_3
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements (Tables) | 3 Months Ended |
Sep. 30, 2023 | |
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements | |
Schedule of reclassification of prior year accounts | Unaudited Condensed Consolidated Statement of Cash Flows Three Months Ended September 30, 2022 Restatement As Reported Adjustment As Restated Cash flows from operating activities Net loss $ (560) $ — $ (560) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 5,754 — 5,754 Amortization of right-of-use assets 119 — 119 Stock-based compensation 2,837 — 2,837 Revenue, net - cryptocurrency mining (16,328) — (16,328) Impairment of cryptocurrency 1,286 — 1,286 Realized gain on sale of cryptocurrencies (1,549) — (1,549) Proceeds from sale of cryptocurrency 15,722 (15,722) — Deferred tax liability (80) — (80) Amortization of debt discount 353 — 353 Changes in assets and liabilities: Accounts receivable, net 546 — 546 Prepaid expenses and other current assets 6,261 — 6,261 Accounts payable (2,810) — (2,810) Accrued expenses 218 — 218 Other liabilities 8,895 — 8,895 Deferred revenue (12,180) — (12,180) Lease liability (120) — (120) Net cash provided by (used in) operating activities 8,364 (15,722) (7,358) Cash flows from investing activities Proceeds from sale of cryptocurrency — 15,722 15,722 Deposits on miners (8,992) — (8,992) Purchases of property and equipment (977) — (977) Proceeds from sale of property and equipment 178 Net cash (used in) provided by investing activities (9,791) 15,722 5,753 Cash flows from financing activities Proceeds from notes payable 4,240 — 4,240 Repayments of notes payable (2,479) — (2,479) Net cash provided by financing activities 1,761 — 1,761 Net increase in cash 334 — 334 Cash at beginning of period 21,067 — 21,067 Cash at end of period $ 21,401 $ — $ 21,401 SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for interest $ 4,079 $ — $ 4,079 Cash paid for income taxes $ — $ — $ — Reclassification of deposits on miners to property and equipment $ 22,904 $ — $ 22,904 Debt proceeds not yet received included in other current assets $ 6,120 $ — $ 6,120 Mining revenue in prepaids and other current assets $ 148 $ — $ 148 Property and equipment in accrued expenses $ 1,898 $ — $ 1,898 Property and equipment in accounts payable $ 198 $ — $ 198 |
Schedule of antidilutive securities | September 30, 2023 September 30, 2022 Series A preferred stock 7,824,000 7,824,000 Series B preferred stock 10,000,000 10,000,000 Series B-1 preferred stock 793,250 793,250 Unvested restricted stock awards — 429,844 Stock options 6,744,948 3,246,750 Total 25,362,198 22,293,844 |
Cryptocurrency, net (Tables)
Cryptocurrency, net (Tables) | 3 Months Ended |
Sep. 30, 2023 | |
Cryptocurrency, net | |
Summary of continuity of cryptocurrencies | September 30, 2023 June 30, 2023 Beginning balance $ 851 $ 1,004 Revenue recognized from cryptocurrency mined, net 15,565 15,858 Hosting revenue received in cryptocurrency 433 — Mining revenue earned in prior period received in current period 212 125 Carrying value of cryptocurrency sold (14,921) (15,056) Impairment of cryptocurrency (718) (868) Mining revenue receivable (169) (212) Ending balance $ 1,253 $ 851 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 3 Months Ended |
Sep. 30, 2023 | |
Property and Equipment, net | |
Schedule of Property and Equipment | September 30, 2023 June 30, 2023 Miners and mining equipment $ 74,267 $ 74,246 Machinery and facility equipment 362 34 Vehicles 213 146 Leasehold improvements 59 59 Construction in progress 10,290 10,929 Total cost of property and equipment 85,191 85,414 Less accumulated depreciation and amortization (18,990) (14,695) Property and equipment, net $ 66,201 $ 70,719 |
Deposits on Miners (Tables)
Deposits on Miners (Tables) | 3 Months Ended |
Sep. 30, 2023 | |
Deposits on Miners | |
Schedule of deposits on miners | September 30, 2023 June 30, 2023 Balance, beginning of period $ — $ 8,194 Deposits made to suppliers for miners, net of refunds — — Miners received from suppliers — (8,194) Balance, end of period $ — $ — |
Deferred Revenue (Tables)
Deferred Revenue (Tables) | 3 Months Ended |
Sep. 30, 2023 | |
Deferred Revenue. | |
Schedule of deferred revenue | September 30, 2023 June 30, 2023 Beginning balance $ 1,031 $ 441 Advances received from customers 2,203 2,966 Hosting revenue earned (1,882) (2,376) Ending balance $ 1,352 $ 1,031 |
Investments in unconsolidated_2
Investments in unconsolidated joint venture (Tables) - T Z R C L L C | 3 Months Ended |
Sep. 30, 2023 | |
Investments in unconsolidated joint venture | |
Condensed consolidated income statement | Three Months Ended September 30, 2023 Revenues, net $ 32,279 Gross profit $ 17,305 Net income $ 665 Net income attributable to investee $ 303 |
Condensed consolidated balance sheet | As of September 30, 2023 Cash $ 29,300 Current assets $ 41,022 Noncurrent assets $ 202,764 Current liabilities $ 26,371 Noncurrent liabilities $ 15,651 Members’ equity $ 201,764 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Sep. 30, 2023 | |
Notes Payable | |
Summary of company's secured promissory notes | The following is a summary of the Company’s secured promissory notes as of September 30, 2023 and June 30, 2023: Notes Payable – September 30, 2023: Current Issuance Date Maturity Date Interest Rate Principal * Portion Anchorage Loan February 3, 2023 February 2, 2028 14.00 % $ 46,555 $ 985 TZRC Secured Promissory Note December 6, 2022 April 8, 2027 15.25 % 84,292 — Third Party Note December 6, 2022 December 5, 2027 18.0 % 10,985 — Totals $ 141,832 $ 985 * = Net of debt issuance costs which totaled approximately $3.7 million. Notes Payable – June 30, 2023: Current Issuance Date Maturity Date Interest Rate Principal * Portion Anchorage Loan February 3, 2023 February 2, 2028 14.00 % $ 48,587 $ 1,299 TZRC Secured Promissory Note December 6, 2022 April 8, 2027 15.25 % 92,102 — Third Party Note December 6, 2022 December 5, 2027 18.0 % 10,501 — Totals $ 151,190 $ 1,299 * = Net of debt issuance costs which totaled approximately $5.5 million. |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Sep. 30, 2023 | |
Leases | |
Schedule of components of lease expense | Three Months Ended September 30, 2023 2022 Operating leases Operating lease cost $ 66 $ 144 Variable lease cost 18 32 Operating lease expense 84 176 Short-term lease expense 100 79 Total lease expense $ 184 $ 255 |
Schedule of operating leases quantitative information | Three Months Ended September 30, 2023 2022 Operating cash flows - operating leases $ 119 $ 162 Right-of-use assets obtained in exchange for operating lease liabilities $ — $ — Weighted-average remaining lease term – operating leases 2.8 4.0 Weighted-average discount rate* – operating leases 7.0 % 7.0 % * |
Schedule of maturities of operating lease liabilities | Operating Leases Year ended June 30, 2024 (9 months remaining) $ 357 Year ended June 30, 2025 484 Year ended June 30, 2026 491 Year ended June 30, 2027 41 Total 1,373 Less present value discount (131) Operating lease liabilities $ 1,242 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Schedule of stock-based compensation expense | Three Months Ended September 30, 2023 2022 Restricted stock awards $ — $ 2,329 Stock options 303 508 Total stock-based compensation $ 303 $ 2,837 |
A summary of our stock option activity | Weighted Weighted Average Average Remaining Exercise Total Contractual Number Price (per Intrinsic Life (in of Shares share) Value years) Outstanding as of June 30, 2023 6,752,964 $ 0.26 $ — 9.0 Exercised (7,391) $ 0.26 — — Forfeited or canceled (625) $ 0.26 — — Outstanding as of September 30, 2023 6,744,948 $ 0.26 $ — 8.5 Vested and exercisable as of September 30, 2023 1,101,892 $ 0.26 $ — 8.1 |
Time-based restricted stock awards | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Schedule of assumptions used in the option pricing method and the back solve method | December 31, 2022 June 30, 2022 Expected price volatility 120 % 120 % Risk-free interest rate 4.41 % 2.86 % Expected term 2.0 years 1.5 years |
Employee Stock Option | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Schedule of assumptions used in the option pricing method and the back solve method | The following assumptions were used in determining the fair value of stock options granted during the three-months ended September 30, 2022: Dividend yield — % Expected price volatility 100 % Risk free interest rate 2.86% - 3.27 % Expected term (in years) 5.0 - 8.0 |
Organization (Details)
Organization (Details) $ / shares in Units, $ in Millions | Nov. 30, 2023 USD ($) | May 25, 2023 USD ($) | Feb. 06, 2023 shares | Sep. 01, 2022 $ / shares | Sep. 30, 2023 MW-M item location $ / shares | Jun. 30, 2023 $ / shares | May 26, 2023 USD ($) |
Organization, Consolidation and Presentation of Financial Statement [Line Item] | |||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.00001 | ||||||
Stock split ratio | 250 | ||||||
Preferred stock to common stock conversion ratio | 1 | ||||||
Business combination agreement with Hut 8 Mining Corp | |||||||
Organization, Consolidation and Presentation of Financial Statement [Line Item] | |||||||
Number of new shares issued for each share in previous company | shares | 0.6716 | ||||||
Percentage of new stock issued in combined entity | 50% | ||||||
Subsidiary | |||||||
Organization, Consolidation and Presentation of Financial Statement [Line Item] | |||||||
Cash deposited in escrow | $ | $ 10 | ||||||
North American energy co. | |||||||
Organization, Consolidation and Presentation of Financial Statement [Line Item] | |||||||
Equity method investment, ownership (in percent) | 50% | ||||||
T Z R C L L C | Subsidiary | |||||||
Organization, Consolidation and Presentation of Financial Statement [Line Item] | |||||||
Equity method investment, ownership (in percent) | 50% | ||||||
Fahrenheit LLC | Subsidiary | |||||||
Organization, Consolidation and Presentation of Financial Statement [Line Item] | |||||||
Bankruptcy claim, Management fee | $ | $ 20 | ||||||
Term of agreement | 5 years | ||||||
Bankruptcy claim, fee | $ | $ 15 | ||||||
Cash deposited in escrow | $ | $ 10 | ||||||
Celsius | |||||||
Organization, Consolidation and Presentation of Financial Statement [Line Item] | |||||||
Term of agreement | 4 years | ||||||
Bankruptcy claim, fee | $ | $ 20.4 | ||||||
Specialized computers (Miners) | |||||||
Organization, Consolidation and Presentation of Financial Statement [Line Item] | |||||||
Number of miners operated | item | 182,000 | ||||||
Number of locations in which company operates | location | 4 | ||||||
Access to Electricity in Megawatts | MW-M | 730 | ||||||
Mining equipment | |||||||
Organization, Consolidation and Presentation of Financial Statement [Line Item] | |||||||
Number of miners owned | item | 30,200 | ||||||
Number of locations in which company operates | item | 3 | ||||||
Mining equipment | New York | |||||||
Organization, Consolidation and Presentation of Financial Statement [Line Item] | |||||||
Access to Electricity in Megawatts | MW-M | 50 | ||||||
Mining equipment | Nebraska | |||||||
Organization, Consolidation and Presentation of Financial Statement [Line Item] | |||||||
Access to Electricity in Megawatts | MW-M | 100 | ||||||
Mining equipment | Upton County | |||||||
Organization, Consolidation and Presentation of Financial Statement [Line Item] | |||||||
Access to Electricity in Megawatts | MW-M | 280 | ||||||
Mining equipment | Granbury | |||||||
Organization, Consolidation and Presentation of Financial Statement [Line Item] | |||||||
Access to Electricity in Megawatts | MW-M | 300 |
Liquidity and Financial Condi_2
Liquidity and Financial Condition (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Liquidity and Financial Condition | ||||
Cash | $ 12,744 | $ 10,379 | ||
Operating cash flows | 2,195 | $ (7,358) | ||
Working capital | 11,200 | |||
Total stockholder's equity | 23,304 | $ 89,880 | 27,373 | $ 87,603 |
Accumulated deficit | (110,872) | $ (106,498) | ||
Payment for Notes payable | 15,100 | |||
Net proceeds received from debt | $ 13,000 |
Basis of Presentation, Summar_4
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements - Reclassification (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Mining equipment | ||
Reclassification [Line Items] | ||
Cost of revenues | $ 3,112 | |
Services | ||
Reclassification [Line Items] | ||
Cost of revenues | $ 11,795 | 15,290 |
Reclassification | ||
Reclassification [Line Items] | ||
Cost of revenues | 18,400 | |
Reclassification | Mining equipment | ||
Reclassification [Line Items] | ||
Cost of revenues | 3,100 | |
Reclassification | Services | ||
Reclassification [Line Items] | ||
Cost of revenues | $ 15,300 |
Basis of Presentation, Summar_5
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements - Restatement of Cash Flow Statement Prior Period (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities | |||
Net loss | $ (4,374) | $ (560) | |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 4,486 | 5,754 | |
Amortization of right-of-use assets | 43 | 119 | |
Stock-based compensation | 303 | 2,837 | |
Revenue, net | (21,703) | (33,528) | |
Impairment of cryptocurrency | 718 | 1,286 | |
Realized gain on sale of cryptocurrencies | (533) | $ (1,000) | (1,549) |
Deferred tax liability | (288) | (80) | |
Amortization of debt discount | 1,802 | 353 | |
Changes in assets and liabilities: | |||
Accounts receivable, net | 175 | 546 | |
Prepaid expenses and other current assets | (529) | 6,261 | |
Accounts payable | 706 | (2,810) | |
Accrued expenses | 485 | 218 | |
Other liabilities | 1,770 | 8,895 | |
Deferred revenue | 321 | (12,180) | |
Lease liability | (96) | (120) | |
Net cash provided by (used in) operating activities | 2,195 | (7,358) | |
Cash flows from investing activities | |||
Proceeds from sale of cryptocurrency | 15,454 | 16,100 | 15,722 |
Deposits on miners | (8,992) | ||
Purchases of property and equipment | (197) | (977) | |
Proceeds from sale of property and equipment | 178 | ||
Net cash provided by investing activities | 5,753 | ||
Cash flows from financing activities | |||
Proceeds from notes payable | 4,240 | ||
Repayments of notes payable | (15,089) | (2,479) | |
Net cash (used in) provided by financing activities | (15,087) | 1,761 | |
Net increase in cash | 2,365 | 334 | |
Cash at beginning of period | 10,379 | 21,067 | |
Cash at end of period | 12,744 | 10,379 | 21,401 |
SUPPLEMENTAL CASH FLOW INFORMATION: | |||
Cash paid for interest | 4,079 | ||
Reclassification of deposits on miners to property and equipment | 22,904 | ||
Debt proceeds not yet received included in other current assets | 6,120 | ||
Mining revenue in prepaids and other current assets | 169 | 148 | |
Property and equipment in accrued expenses | 1,898 | ||
Property and equipment in accounts payable | 198 | ||
Cryptocurrency mining, net | |||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Revenue, net | $ (15,565) | $ (15,858) | (16,328) |
As Reported | |||
Cash flows from operating activities | |||
Net loss | (560) | ||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 5,754 | ||
Amortization of right-of-use assets | 119 | ||
Stock-based compensation | 2,837 | ||
Impairment of cryptocurrency | 1,286 | ||
Realized gain on sale of cryptocurrencies | (1,549) | ||
Proceeds from sale of cryptocurrency | 15,722 | ||
Deferred tax liability | (80) | ||
Amortization of debt discount | 353 | ||
Changes in assets and liabilities: | |||
Accounts receivable, net | 546 | ||
Prepaid expenses and other current assets | 6,261 | ||
Accounts payable | (2,810) | ||
Accrued expenses | 218 | ||
Other liabilities | 8,895 | ||
Deferred revenue | (12,180) | ||
Lease liability | (120) | ||
Net cash provided by (used in) operating activities | 8,364 | ||
Cash flows from investing activities | |||
Deposits on miners | (8,992) | ||
Purchases of property and equipment | (977) | ||
Proceeds from sale of property and equipment | 178 | ||
Net cash provided by investing activities | (9,791) | ||
Cash flows from financing activities | |||
Proceeds from notes payable | 4,240 | ||
Repayments of notes payable | (2,479) | ||
Net cash (used in) provided by financing activities | 1,761 | ||
Net increase in cash | 334 | ||
Cash at beginning of period | 21,067 | ||
Cash at end of period | 21,401 | ||
SUPPLEMENTAL CASH FLOW INFORMATION: | |||
Cash paid for interest | 4,079 | ||
Reclassification of deposits on miners to property and equipment | 22,904 | ||
Debt proceeds not yet received included in other current assets | 6,120 | ||
Mining revenue in prepaids and other current assets | 148 | ||
Property and equipment in accrued expenses | 1,898 | ||
Property and equipment in accounts payable | 198 | ||
As Reported | Cryptocurrency mining, net | |||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Revenue, net | (16,328) | ||
Restatement Adjustment | |||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Proceeds from sale of cryptocurrency | (15,722) | ||
Changes in assets and liabilities: | |||
Net cash provided by (used in) operating activities | (15,722) | ||
Cash flows from investing activities | |||
Proceeds from sale of cryptocurrency | 15,722 | ||
Net cash provided by investing activities | $ 15,722 |
Basis of Presentation, Summar_6
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements - Revenue Recognition (Details) | 3 Months Ended |
Sep. 30, 2023 | |
Minimum | |
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements | |
Initial term of contract (in years) | 5 years |
Maximum | |
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements | |
Initial term of contract (in years) | 10 years |
Basis of Presentation, Summar_7
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements (Details) | 3 Months Ended | |
Sep. 30, 2023 item segment shares | Sep. 30, 2022 shares | |
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements | ||
Potentially dilutive securities excluded in computation of Diluted Loss per Share (in shares) | 25,362,198 | 22,293,844 |
Number of business lines | item | 3 | |
Number of business lines launched recently | item | 2 | |
Number of operating segments | segment | 1 | |
Series A preferred stock | ||
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements | ||
Potentially dilutive securities excluded in computation of Diluted Loss per Share (in shares) | 7,824,000 | 7,824,000 |
Series B preferred stock | ||
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements | ||
Potentially dilutive securities excluded in computation of Diluted Loss per Share (in shares) | 10,000,000 | 10,000,000 |
Series B-1 preferred stock | ||
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements | ||
Potentially dilutive securities excluded in computation of Diluted Loss per Share (in shares) | 793,250 | 793,250 |
Unvested restricted stock awards | ||
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements | ||
Potentially dilutive securities excluded in computation of Diluted Loss per Share (in shares) | 429,844 | |
Stock options | ||
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements | ||
Potentially dilutive securities excluded in computation of Diluted Loss per Share (in shares) | 6,744,948 | 3,246,750 |
Concentrations (Details)
Concentrations (Details) - Sales revenue - Cryptocurrency mining, net - item | 3 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Concentrations | ||
Number of cryptocurrency | 1 | 1 |
Number of mining pool operators operated in the period | 3 | 3 |
Product | ||
Concentrations | ||
Percentage of mining revenue | 100% | 100% |
Cryptocurrency, net - Summary o
Cryptocurrency, net - Summary of continuity of cryptocurrencies (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | |
Cryptocurrency, net | ||||
Beginning balance | $ 851 | $ 1,004 | ||
Revenues | 21,703 | $ 33,528 | ||
Mining revenue earned in prior period received in current period | 212 | 125 | ||
Carrying value of cryptocurrency sold | (14,921) | (15,056) | ||
Impairment of cryptocurrency | (718) | (868) | ||
Mining revenue receivable | (169) | (212) | ||
Ending balance | 1,253 | 851 | $ 851 | |
Cryptocurrency mining, net | ||||
Cryptocurrency, net | ||||
Revenues | 15,565 | $ 15,858 | 16,328 | |
Hosting services | ||||
Cryptocurrency, net | ||||
Revenues | 433 | $ 13,565 | ||
Mining revenue earned in prior period received in current period | $ (1,882) | $ (2,376) |
Cryptocurrency, net - Narrative
Cryptocurrency, net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2022 | |
Cryptocurrency, net | |||
Proceeds from sale of cryptocurrency | $ 15,454 | $ 16,100 | $ 15,722 |
Realized gain on sale of cryptocurrency | $ 533 | $ 1,000 | $ 1,549 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | |
Property and Equipment, net | |||
Total cost of property and equipment | $ 85,191 | $ 85,414 | |
Less accumulated depreciation and amortization | (18,990) | (14,695) | |
Property and equipment, net | 66,201 | 70,719 | |
Depreciation and amortization | 4,300 | $ 5,800 | |
Miners and mining equipment | |||
Property and Equipment, net | |||
Total cost of property and equipment | 74,267 | 74,246 | |
Machinery and facility equipment | |||
Property and Equipment, net | |||
Total cost of property and equipment | 362 | 34 | |
Vehicles | |||
Property and Equipment, net | |||
Total cost of property and equipment | 213 | 146 | |
Leasehold improvements | |||
Property and Equipment, net | |||
Total cost of property and equipment | 59 | 59 | |
Construction in progress | |||
Property and Equipment, net | |||
Total cost of property and equipment | $ 10,290 | $ 10,929 |
Deposits on Miners (Details)
Deposits on Miners (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Jun. 30, 2023 | |
Deposits on Miners | ||
Balance, beginning of period | $ 0 | $ 8,194 |
Deposits made to suppliers for miners, net of refunds | 0 | 0 |
Miners received from suppliers | 0 | (8,194) |
Balance, end of period | $ 0 | $ 0 |
Deferred Revenue (Details)
Deferred Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2023 | |
Deferred Revenue | |||
Beginning balance | $ 1,031 | $ 441 | |
Advances received from customers | 2,203 | 2,966 | |
Mining revenue earned in prior period received in current period | 212 | $ 125 | |
Ending balance | 1,352 | $ 1,031 | 1,031 |
Hosting services | |||
Deferred Revenue | |||
Mining revenue earned in prior period received in current period | $ (1,882) | $ (2,376) |
Investments in unconsolidated_3
Investments in unconsolidated joint venture (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |||
Dec. 06, 2022 | Aug. 31, 2022 | Sep. 30, 2023 | Jun. 30, 2023 | Nov. 25, 2022 | |
Investments in unconsolidated joint venture | |||||
Equity in earnings of unconsolidated joint venture | $ 2,075 | ||||
Investment in unconsolidated joint venture | 84,308 | $ 93,583 | |||
T Z R C L L C | |||||
Investments in unconsolidated joint venture | |||||
Equity in earnings of unconsolidated joint venture | 303 | ||||
Asset Purchase Agreement [Member] | T Z R C L L C | |||||
Investments in unconsolidated joint venture | |||||
Investment in unconsolidated joint venture | 84,300 | ||||
Asset Purchase Agreement [Member] | Compute North Member, LLC | T Z R C L L C | |||||
Investments in unconsolidated joint venture | |||||
Amount of accretion expense | 1,700 | ||||
Consideration paid by cash | $ 10,000 | ||||
Assumption of PMA | 5,900 | ||||
Service contract term (in years) | 10 years | ||||
Renewal of term (in years) | 1 year | ||||
Property management fee | $ 1,500 | ||||
Pass through costs | 400 | ||||
Asset Purchase Agreement [Member] | Compute North Member, LLC | T Z R C L L C | T Z R C Secured Promissory Note | |||||
Investments in unconsolidated joint venture | |||||
Consideration paid by secured promissory note | $ 95,100 | ||||
Asset Purchase Agreement [Member] | T Z R C L L C | |||||
Investments in unconsolidated joint venture | |||||
Equity in earnings of unconsolidated joint venture | $ 2,100 | ||||
Asset Purchase Agreement [Member] | T Z R C L L C | Compute North Member, LLC | |||||
Investments in unconsolidated joint venture | |||||
Ownership interest in JV | 50% | ||||
Difference in fair value of net assets acquired and carrying value of underlying net assets | $ 22,400 |
Investments in unconsolidated_4
Investments in unconsolidated joint venture - Summary of consolidated income statement (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Investments in unconsolidated joint venture | ||
Net Income (Loss) | $ (4,374) | $ (560) |
Equity in earnings of unconsolidated joint venture | 2,075 | |
T Z R C L L C | ||
Investments in unconsolidated joint venture | ||
Equity in earnings of unconsolidated joint venture | 303 | |
T Z R C L L C | ||
Investments in unconsolidated joint venture | ||
Revenues, net | 32,279 | |
Gross profit | 17,305 | |
Net Income (Loss) | $ 665 |
Investments in unconsolidated_5
Investments in unconsolidated joint venture - Summary of balance sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Jun. 30, 2023 |
Investments in unconsolidated joint venture | ||
Cash | $ 12,744 | $ 10,379 |
Current assets | 22,448 | 19,370 |
Noncurrent assets | 156,634 | 170,627 |
Current liabilities | 11,277 | 10,336 |
Noncurrent liabilities | 144,501 | $ 152,288 |
T Z R C L L C | ||
Investments in unconsolidated joint venture | ||
Cash | 29,300 | |
Current assets | 41,022 | |
Noncurrent assets | 202,764 | |
Current liabilities | 26,371 | |
Noncurrent liabilities | 15,651 | |
Members' equity | $ 201,764 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Jun. 30, 2023 | |
Notes Payable | ||
Principal | $ 141,832 | $ 151,190 |
Current Portion | 985 | 1,299 |
Debt issuance costs | $ 3,700 | $ 5,500 |
Anchorage Loan | ||
Notes Payable | ||
Debt instrument, interest rate | 14% | 14% |
Principal | $ 46,555 | $ 48,587 |
Current Portion | $ 985 | $ 1,299 |
T Z R C Secured Promissory Note | ||
Notes Payable | ||
Debt instrument, interest rate | 15.25% | 15.25% |
Principal | $ 84,292 | $ 92,102 |
Third Party Note | ||
Notes Payable | ||
Debt instrument, interest rate | 18% | 18% |
Principal | $ 10,985 | $ 10,501 |
Leases - Schedule of components
Leases - Schedule of components of lease expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Operating leases | ||
Operating lease cost | $ 66 | $ 144 |
Variable lease cost | 18 | 32 |
Operating lease expense | 84 | 176 |
Short-term lease expense | 100 | 79 |
Total lease expense | $ 184 | $ 255 |
Leases - Schedule of operating
Leases - Schedule of operating leases quantitative information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Leases | ||
Operating cash flows - operating leases | $ 119 | $ 162 |
Weighted-average remaining lease term - operating leases | 2 years 9 months 18 days | 4 years |
Weighted-average discount rate* - operating leases | 7% | 7% |
Leases - Schedule of maturities
Leases - Schedule of maturities of operating lease liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Jun. 30, 2023 |
Operating Leases | ||
Year ended June 30, 2024 (9 months remaining) | $ 357 | |
Year ended June 30, 2025 | 484 | |
Year ended June 30, 2026 | 491 | |
Year ended June 30, 2027 | 41 | |
Total | 1,373 | |
Less: present value discount | (131) | |
Operating lease liabilities | $ 1,242 | $ 1,300 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Jun. 30, 2023 |
Leases | ||
Operating lease liabilities | $ 1,242 | $ 1,300 |
Operating lease, Right of use asset | $ 493 | $ 536 |
Stockholders' Equity - Authoriz
Stockholders' Equity - Authorized shares, Preferred and common stock (Details) | 1 Months Ended | 3 Months Ended | ||
Sep. 01, 2022 $ / shares | Sep. 30, 2022 shares | Sep. 30, 2023 $ / shares shares | Jun. 30, 2023 $ / shares shares | |
Stockholders' Equity | ||||
Stock split ratio | 250 | |||
Common stock, shares authorized (in shares) | 125,000,000 | 125,000,000 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | |
Preferred stock to common stock conversion ratio | 1 | |||
Preferred Stock | Closing transaction value of company $200 million or more | ||||
Stockholders' Equity | ||||
Preferred stock to common stock conversion ratio | 1 | |||
Preferred stock paid out percentage | 100% | |||
Common Stock | ||||
Stockholders' Equity | ||||
Stock split ratio | 250 | |||
Common stock, shares authorized (in shares) | 125,000,000 | 125,000,000 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | |||
Series A preferred stock | ||||
Stockholders' Equity | ||||
Preferred stock, shares authorized (in shares) | 7,855,500 | 7,855,500 | ||
Series A preferred stock | Preferred Stock | ||||
Stockholders' Equity | ||||
Preferred stock, shares authorized (in shares) | 7,855,500 | |||
Series A preferred stock | Preferred Stock | Closing transaction value of company $200 million or more | ||||
Stockholders' Equity | ||||
Preferred stock, shares authorized (in shares) | 7,855,500 | 7,855,500 | ||
Series B preferred stock | ||||
Stockholders' Equity | ||||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | ||
Series B preferred stock | Preferred Stock | ||||
Stockholders' Equity | ||||
Preferred stock, shares authorized (in shares) | 10,000,000 | |||
Series B preferred stock | Preferred Stock | Closing transaction value of company $200 million or more | ||||
Stockholders' Equity | ||||
Preferred stock, shares authorized (in shares) | 10,000,000 | |||
Series B-1 preferred stock | ||||
Stockholders' Equity | ||||
Preferred stock, shares authorized (in shares) | 3,750,000 | 3,750,000 | ||
Series B-1 preferred stock | Preferred Stock | ||||
Stockholders' Equity | ||||
Preferred stock, shares authorized (in shares) | 3,750,000 | |||
Series B-1 preferred stock | Preferred Stock | Closing transaction value of company $200 million or more | ||||
Stockholders' Equity | ||||
Preferred stock, shares authorized (in shares) | 3,750,000 | |||
Series C preferred stock | Preferred Stock | ||||
Stockholders' Equity | ||||
Preferred stock, shares authorized (in shares) | 16,557,000 | |||
Series C preferred stock | Preferred Stock | 2021 Equity Incentive Plan | ||||
Stockholders' Equity | ||||
Preferred stock, shares authorized (in shares) | 17,387,697 |
Stockholders' Equity - Stock-ba
Stockholders' Equity - Stock-based compensation (Details) - 2021 Equity Incentive Plan | Sep. 30, 2023 shares |
Stockholders' Equity | |
Number of shares authorized to issue under plan | 17,387,697 |
Number of shares remaining available for future grants | 1,821,109 |
Stockholders' Equity - Stock ba
Stockholders' Equity - Stock based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total stock-based compensation | $ 303 | $ 2,837 |
Restricted stock awards | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total stock-based compensation | 2,329 | |
Employee Stock Option | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total stock-based compensation | $ 303 | $ 508 |
Stockholders' Equity - Time-bas
Stockholders' Equity - Time-based restricted stock awards (Details) - Time-based restricted stock awards - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | ||||
Jan. 05, 2023 | Aug. 09, 2022 | Feb. 28, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Sep. 30, 2023 | |
Stockholders' Equity | ||||||
Number of shares awarded | 1,048,912 | 7,250 | ||||
Estimated fair value per share | $ 0.026 | $ 0.01 | $ 0.26 | $ 0.01 | ||
Number of shares cancelled | 1,048,912 | |||||
Number of additional shares cancelled | 393,001 | |||||
Remaining unrecognized compensation expense | $ 600 | $ 0 |
Stockholders' Equity - Time-b_2
Stockholders' Equity - Time-based restricted stock awards - Assumptions (Details) | 3 Months Ended | |
Dec. 31, 2022 | Jun. 30, 2022 | |
Stockholders' Equity | ||
Expected price volatility | 120% | 120% |
Risk-free interest rate | 4.41% | 2.86% |
Expected term | 2 years | 1 year 6 months |
Stockholders' Equity - Performa
Stockholders' Equity - Performance-based restricted stock awards (Details) - Performance-based restricted stock award - USD ($) $ in Millions | 3 Months Ended | |
Jun. 30, 2022 | Sep. 30, 2022 | |
Stockholders' Equity | ||
Unrecognized compensation expense | $ 0.8 | |
CEO & COO | ||
Stockholders' Equity | ||
Number of shares awarded | 2,441,000 | |
CEO & COO | Total Company valuation equal to or greater than $1 billion | ||
Stockholders' Equity | ||
Number of awards vested (no of shares) | 1,220,500 | |
CEO & COO | Total Company valuation equal to or greater than $2 billion | ||
Stockholders' Equity | ||
Number of awards vested (no of shares) | 1,220,500 | |
CEO & COO | If the Company achieved 20,000 miners or more plugged in and secured purchase orders totaling 6 exahash of computing power before December 31, 2022 | ||
Stockholders' Equity | ||
Number of shares awarded | 1,375,000 | |
Number of awards vested (no of shares) | 1,375,000 |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Options - Narrative (Details) - Employee Stock Option - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |
Jan. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | |
Stockholders' Equity | |||
Number of options outstanding | 187,000 | ||
Award outstanding, exercise price (per share) | $ 0.26 | $ 0.26 | $ 0.26 |
Incremental expense of vested stock options | $ 36,000 | ||
Incremental expense of non-vested stock options | $ 100 | ||
Remaining unrecognized compensation expense | $ 1,200 | ||
Weighted-average remaining vesting period | 1 year 1 month 6 days | ||
Completion of an initial public offering or merger event | |||
Stockholders' Equity | |||
Number of options vested | 146,250 | ||
Remaining unrecognized compensation expense | $ 100 | ||
Achievement of other internal non-financial metrics | |||
Stockholders' Equity | |||
Number of options vested | 40,750 |
Stockholders' Equity - Stock _2
Stockholders' Equity - Stock Options - Assumptions (Details) | 3 Months Ended | ||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | |
Stockholders' Equity | |||
Expected price volatility | 120% | 120% | |
Expected term | 2 years | 1 year 6 months | |
Employee Stock Option | |||
Stockholders' Equity | |||
Expected price volatility | 100% | ||
Maximum risk free interest rate | 3.27% | ||
Minimum risk free interest rate | 2.86% | ||
Employee Stock Option | Minimum | |||
Stockholders' Equity | |||
Expected term | 5 years | ||
Employee Stock Option | Maximum | |||
Stockholders' Equity | |||
Expected term | 8 years |
Stockholders' Equity - Stock _3
Stockholders' Equity - Stock Options Activity (Details) - Employee Stock Option - $ / shares | 3 Months Ended | |
Sep. 30, 2023 | Jun. 30, 2023 | |
Number of shares: | ||
Outstanding at the beginning (shares) | 6,752,964 | |
Exercised (shares) | (7,391) | |
Forfeited or canceled (shares) | (625) | |
Outstanding at the end (shares) | 6,744,948 | 6,752,964 |
Vested and exercisable (shares) | 1,101,892 | |
Weighted average exercise price (per share): | ||
Outstanding at the beginning (per share) | $ 0.26 | |
Exercised (per share) | 0.26 | |
Forfeited or canceled (per share) | 0.26 | |
Outstanding at the end (per share) | 0.26 | $ 0.26 |
Vested and exercisable (per share) | $ 0.26 | |
Weighted average remaining contractual life (in years) | ||
Outstanding at the beginning (per share) | 8 years 6 months | 9 years |
Vested and exercisable (per share) | 8 years 1 month 6 days |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Income Taxes | ||
Income tax provision | $ 61 | $ 315 |
Effective Income Tax Rate | (1.40%) |
Subsequent Events - Purchase Co
Subsequent Events - Purchase Commitment (Details) $ in Millions | 1 Months Ended |
Oct. 31, 2023 USD ($) | |
Subsequent Event | |
Subsequent Events Line Items | |
Aggregate Purchase Price Estimate - AI Equipment | $ 40 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (4,374) | $ (560) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |