Cover
Cover - shares | 3 Months Ended | |
Dec. 31, 2022 | Feb. 09, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --09-30 | |
Entity File Number | 001-39187 | |
Entity Registrant Name | CleanSpark, Inc. | |
Entity Central Index Key | 0000827876 | |
Entity Tax Identification Number | 87-0449945 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 2370 Corporate Circle | |
Entity Address, Address Line Two | Suite 160 | |
Entity Address, City or Town | Henderson | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89074 | |
City Area Code | 702 | |
Local Phone Number | 989-7692 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | CLSK | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 77,992,916 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 30, 2022 |
Current assets | ||
Cash and cash equivalents | $ 2,061 | $ 20,463 |
Accounts receivable, net | 30 | 27 |
Inventory | 392 | 216 |
Prepaid expense and other current assets | 6,069 | 7,931 |
Bitcoin | 3,863 | 11,147 |
Derivative investment asset | 1,685 | 2,956 |
Investment in debt security, AFS, at fair value | 639 | 610 |
Current assets held for sale | 6,447 | 7,426 |
Total current assets | 21,186 | 50,776 |
Property and equipment, net | 434,777 | 376,781 |
Operating lease right of use asset | 5,482 | 551 |
Intangible assets, net | 6,213 | 6,485 |
Deposits on mining equipment | 5,814 | 12,497 |
Other long-term asset | 4,640 | 3,990 |
Goodwill | 8,043 | 0 |
Long-term assets held for sale | 634 | 1,545 |
Total assets | 486,789 | 452,625 |
Current liabilities | ||
Accounts payable and accrued liabilities | 27,927 | 24,662 |
Operating lease liability | 260 | 113 |
Finance lease liability | 218 | 260 |
Contingent consideration | 4,840 | 0 |
Current portion of long-term loans payable | 7,504 | 7,786 |
Dividends payable | 21 | 21 |
Current liabilities held for sale | 830 | 1,199 |
Total current liabilities | 41,600 | 34,041 |
Long-term liabilities | ||
Operating lease liability, net of current portion | 5,457 | 447 |
Finance lease liability, net of current portion | 129 | 180 |
Loans payable, net of current portion | 12,099 | 13,433 |
Long-term liabilities held for sale | 469 | 512 |
Total liabilities | 59,754 | 48,613 |
Stockholders' equity | ||
Common stock; $0.001 par value; 100,000,000 shares authorized; 71,743,930 and 55,661,337 shares issued and outstanding, respectively | 72 | 56 |
Preferred stock; $0.001 par value; 10,000,000 shares authorized; Series A shares; 2,000,000 authorized; 1,750,000 and 1,750,000 issued and outstanding, respectively | 2 | 2 |
Additional paid-in capital | 651,907 | 599,898 |
Accumulated other comprehensive income | 139 | 110 |
Accumulated deficit | (225,085) | (196,054) |
Total stockholders' equity | 427,035 | 404,012 |
Total liabilities and stockholders' equity | $ 486,789 | $ 452,625 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Sep. 30, 2022 |
Common stock value per share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 71,743,930 | 55,661,337 |
Common stock, shares outstanding | 71,743,930 | 55,661,337 |
Preferred Stock, Par Value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 1,750,000 | 1,750,000 |
Preferred Stock, Shares Outstanding | 1,750,000 | 1,750,000 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 2,000,000 | 2,000,000 |
Preferred Stock, Shares Issued | 1,750,000 | 1,750,000 |
Preferred Stock, Shares Outstanding | 1,750,000 | 1,750,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues, net | ||
Bitcoin mining revenue, net | $ 27,746 | $ 36,975 |
Other services revenue | 73 | 150 |
Total revenues, net | 27,819 | 37,125 |
Costs and expenses | ||
Cost of revenues (exclusive of depreciation and amortization shown below) | 20,416 | 5,636 |
Professional fees | 2,831 | 3,102 |
Payroll expenses | 9,802 | 7,328 |
General and administrative expenses | 3,724 | 1,816 |
Gain on disposal of assets | 0 | 278 |
Other impairment expense (related to bitcoin) | 83 | 6,222 |
Realized loss (gain) on sale of bitcoin | 517 | (9,995) |
Depreciation and amortization | 19,329 | 7,427 |
Total costs and expenses | 56,702 | 21,814 |
(Loss) Income from operations | (28,883) | 15,311 |
Other income (expense) | ||
Change in fair value of contingent consideration | 485 | 55 |
Realized gain on sale of equity security | 0 | 1 |
Unrealized loss on equity security | 0 | (2) |
Unrealized (loss) gain on derivative security | (1,271) | 299 |
Interest income | 70 | 33 |
Interest expense | (889) | (53) |
Total other (expense) income | (1,605) | 333 |
(Loss) Income before income tax (expense) or benefit | (30,488) | 15,644 |
Income tax expense | 0 | 0 |
(Loss) income from continuing operations | (30,488) | 15,644 |
Income (loss) from discontinued operations | 1,457 | (1,158) |
Income tax (expense) or benefit | 0 | 0 |
Income (loss) on discontinued operations | 1,457 | (1,158) |
Net (loss) income | (29,031) | 14,486 |
Preferred stock dividends | 0 | 315 |
Net (loss) income attributable to common shareholders | (29,031) | 14,171 |
Other comprehensive income | 29 | 18 |
Total comprehensive (loss) income attributable to common shareholders | $ (29,002) | $ 14,189 |
(Loss) income from continuing operations per common share - basic | $ (0.46) | $ 0.38 |
Weighted average common shares outstanding- basic | 66,395,174 | 40,279,938 |
(Loss) income from continuing operations per common share - diluted | $ (0.46) | $ 0.38 |
Weighted average common shares outstanding - diluted | 66,395,174 | 40,485,761 |
Income (loss) on discontinued operations per common share - basic | $ 0.02 | $ (0.03) |
Weighted average common shares outstanding - basic | 66,395,174 | 40,279,938 |
Income (loss) on discontinued operations per common share - diluted | $ 0.02 | $ (0.03) |
Weighted average common shares outstanding - diluted | 67,400,334 | 40,279,938 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) $ in Thousands | Total | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] |
Beginning balance, value at Sep. 30, 2021 | $ 305,716 | $ 2 | $ 37 | $ 444,074 | $ (5) | $ (138,392) |
Beginning Balance, Shares Outstanding at Sep. 30, 2021 | 1,750,000 | 37,395,945 | ||||
Options and restricted stock units issued for services | 5,749 | 5,749 | ||||
Shares issued for settlement of contingent consideration related to business acquisition, Shares | 8,404 | |||||
Shares issued for settlement of contingent consideration related to business acquisition | 150 | 150 | ||||
Exercise of options, shares | 52,061 | |||||
Exercise of options, value | 282 | 282 | ||||
Shares issued under equity offering, net of offering costs, value | 67,989 | $ 4 | 67,985 | |||
Shares issued under equity offering, net of offering costs, shares | 4,017,652 | |||||
Preferred stock dividends | (315) | (315) | ||||
Net (loss) income | 14,486 | 14,486 | ||||
Other comprehensive income | 18 | 18 | ||||
Ending balance, value at Dec. 31, 2021 | 394,075 | $ 2 | $ 41 | 518,240 | 13 | (124,221) |
Ending Balance, Shares Outstanding at Dec. 31, 2021 | 1,750,000 | 41,474,062 | ||||
Beginning balance, value at Sep. 30, 2022 | 404,012 | $ 2 | $ 56 | 599,898 | 110 | (196,054) |
Beginning Balance, Shares Outstanding at Sep. 30, 2022 | 1,750,000 | 55,661,337 | ||||
Options and restricted stock units issued for services | 5,878 | 5,878 | ||||
Options and restricted stock units issued for services, Shares | 11,210 | |||||
Shares issued for business acquisition, shares | 1,590,175 | |||||
1,590,175 shares of CLSK common stock | 4,803 | $ 2 | 4,801 | |||
Shares issued under equity offering, net of offering costs, value | 41,344 | $ 14 | 41,330 | |||
Shares issued under equity offering, net of offering costs, shares | 14,481,208 | |||||
Net (loss) income | (29,031) | (29,031) | ||||
Other comprehensive income | 29 | 29 | ||||
Ending balance, value at Dec. 31, 2022 | $ 427,035 | $ 2 | $ 72 | $ 651,907 | $ 139 | $ (225,085) |
Ending Balance, Shares Outstanding at Dec. 31, 2022 | 1,750,000 | 71,743,930 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Net Cash Provided by (Used in) Operating Activities [Abstract] | ||
Net (loss) income | $ (29,031) | $ 14,486 |
Less: (Income) loss from discontinued Operations | (1,457) | 1,158 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Unrealized loss on equity security | 0 | 2 |
Realized gain on sale of equity security | 0 | (1) |
Impairment of bitcoin | 83 | 6,222 |
Realized loss (gain) on sale of bitcoin | 517 | (9,995) |
Bitcoin issued for services | 134 | 182 |
Unrealized (gain) loss on derivative asset | 1,271 | (299) |
Gain on fair value of contingent consideration | (485) | (56) |
Non-cash lease expenses | 79 | 28 |
Stock based compensation | 5,878 | 5,749 |
Depreciation and amortization | 19,329 | 7,427 |
Provision for bad debts | 70 | 0 |
Amortization of debt discount | 1 | 0 |
Loss on write-off and disposal of assets | 0 | 278 |
Changes in operating assets and liabilities | ||
Mining of bitcoin | (27,746) | (36,975) |
Proceeds from sale of bitcoin | 34,067 | 33,965 |
Change in contract liabilities | 0 | 90 |
Increase (decrease) in operating lease liabilities | 56 | (25) |
Increase (decrease) in accounts payable and accrued liabilities | 3,265 | (5,549) |
Decrease (increase) in prepaid expenses and other current assets | 1,862 | (3,310) |
(Increase) in accounts receivable | (73) | (548) |
(Increase) decrease in Inventory | (176) | 12 |
Long -term deposits paid | (2,941) | 0 |
Net cash provided by operating activities from Continuing Operations | 4,703 | 12,841 |
Net cash provided by operating activities of Discontinued Operations | 412 | 155 |
Net cash provided by operating activities | 5,115 | 12,996 |
Cash Flows from Investing Activities | ||
Payments on miners (including deposits) | (31,540) | (70,634) |
Purchase of fixed assets | (4,953) | (21,430) |
Investment in infrastructure development | 0 | (1,949) |
Proceeds from sale of equity securities | 0 | 10 |
Acquisition of Mawson | (22,518) | 0 |
Net Cash used in Investing Activities - Continuing Operations | (59,011) | (94,003) |
Net Cash used in Investing Activities - Discontinued Operations | 2,523 | 0 |
Net cash used in investing activities | (56,488) | (94,003) |
Cash Flows from Financing Activities | ||
Payments on loans | (8,430) | 0 |
Payments on finance leases | (93) | (92) |
Refund of loan commitment fee | 150 | 0 |
Proceeds from exercise of options and warrants | 0 | 282 |
Proceeds from equity offerings, net | 41,344 | 67,989 |
Net cash provided by financing activities - Continued Operations | 32,971 | 68,179 |
Net cash provided by financing activities - Discontinued Operations | 0 | 0 |
Net cash provided by financing activities | 32,971 | 68,179 |
Net decrease in cash and cash equivalents | (18,402) | (12,828) |
Cash and cash equivalents, beginning of period | 20,463 | 18,040 |
Cash and cash equivalents, end of period | 2,061 | 5,212 |
Supplemental Cash Flow Information [Abstract] | ||
Cash paid for interest | 808 | 53 |
Cash paid for tax | 0 | 0 |
Non-cash investing and financing transactions | ||
Gross-up of accounts payable related to bills received for goods and services outstanding | 0 | 10,257 |
Fixed assets purchased through finance transactions | 164 | 0 |
Software purchased with bitcoin | 229 | 0 |
Shares issued for settlement of seller agreements related to acquisition | 0 | 150 |
Preferred share dividends accrued | 0 | 315 |
Unrealized gain on investment in available-for-sale debt security | $ 29 | $ 18 |
1. ORGANIZATION
1. ORGANIZATION | 3 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION | 1. ORGANIZATION The Company – CleanSpark, Inc. (“CleanSpark,” “we,” “our,” "Company") was incorporated in the state of Nevada on October 15, 1987 as SmartData Corporation. In October 2016, the Company changed its name to CleanSpark, Inc. CleanSpark, Inc. is a sustainable bitcoin mining company. The Company, through itself and its wholly owned subsidiaries, has operated in the bitcoin mining sector since December 2020. Lines of Business Bitcoin Mining Business Through CleanSpark, Inc., and the Company’s wholly owned subsidiaries, ATL Data Centers LLC (“ATL”), CleanBlok, Inc. (“CleanBlok”), CleanSpark DW, LLC, and CleanSpark GLP, LLC, the Company mines bitcoin. The Company entered the bitcoin mining industry through its acquisition of ATL in December 2020 in College Park, GA., acquired a second data center in August 2021 in Norcross, GA. a third data center and mining equipment in Washington, GA., a fourth data center and mining equipment in October 2022 in Sandersville, GA. and have a co-location agreement with New York-based Coinmint, LLC in place since July 2021. Bitcoin mining has now become the Company’s principal revenue generating business activity. The Company does not intend to mine any other cryptocurrency, other than bitcoin. Additionally, as of December 31, 2022, the Company does not support or host miners for other companies at any of our owned facilities. Through the Company’s subsidiaries CSRE Properties Norcross, LLC, CSRE Property Management Company, LLC, CSRE Properties, LLC, CSRE Properties Washington, LLC and CSRE Properties Sandersville, LLC, the Company maintains real property holdings. Discontinued Operations As of June 30, 2022, the Company deemed its energy operations to be discontinued operations due to its strategic decision to strictly focus on its bitcoin mining operations and divest of the majority of its energy assets. Through its discontinued operations segment, the Company previously provided energy solutions through its wholly-owned subsidiaries CleanSpark, LLC, CleanSpark Critical Power Systems, Inc., GridFabric, LLC, and Solar Watt Solutions, Inc. These solutions consisted of engineering, design and software solutions, custom hardware solutions, Open Automated Demand response (“OpenADR”), solar, energy storage for microgrid and distributed energy systems. The Company has since sold the majority of its software and intellectual property assets related to the Energy Segment, and is in the process of selling additional remaining inventory and assets. Other business activities Through ATL, we also provide traditional data center services to a small number of remaining clients, such as providing customers with rack space, power and equipment, and offer several cloud services including virtual services, virtual storage, and data backup services. ATL is in the process of offloading these customers. |
2. SUMMARY OF SIGNIFICANT ACCOU
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC") and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent annual report on Form 10-K for the year ended September 30, 2022, filed with the SEC on December 15, 2022 (“Form 10-K”). In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented in this quarterly report on Form 10-Q have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted. The accompanying unaudited consolidated financial statements include the accounts of CleanSpark, Inc., and the Company’s wholly owned subsidiaries, ATL Data Centers LLC (“ATL”), CleanBlok, Inc. (“CleanBlok”), CleanSpark DW, LLC, and CleanSpark GLP, LLC, CSRE Properties Norcross, LLC, CSRE Property Management Company, LLC, CSRE Properties, LLC, CSRE Properties Washington, LLC and CSRE Properties Sandersville, LLC. All intercompany transactions have been eliminated upon consolidation of these entities. Liquidity As shown in the accompanying unaudited consolidated financial statements, the Company generated a net loss from continuing operations of $ 30,488 during the three months ended December 31, 2022. The Company has experienced negative cash flows from investing activities from continuing operation due to its investments in capital expenditures and acquisitions in support of its bitcoin mining operations, but it has generated positive cash flows from operating and financing activities for continuing operations. In the three months ended December 31, 2022, the Company generated cash flows from operating activities from its continuing operations of $ 4,703 . The Company generates sufficient cash flows from operating activities of continuing operations, which should continue to support its ongoing operations for the next twelve months. In addition, the Company has access to equity financing through its At-the-Market offering facility and debt financing through the lending arrangement the Company entered into in April 2022 (see Note 15 and Note 16). Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates include estimates used to review the Company’s goodwill and bitcoin impairment, intangible assets acquired, impairments and estimations of long-lived assets, revenue recognition from b itcoin mining, valuation of derivative assets and liabilities, available-for-sale investments, allowances for uncollectible accounts, valuation of bitcoin, valuation of contingent consideration, warranty, and the valuations of share based awards. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions including, but not limited to, the ultimate impact that the ongoing global supply chain issues may have on the Company’s operations. Revenue Recognition We recognize revenue in accordance with generally accepted accounting principles as outlined in the Financial Accounting Standard Board's (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue From Contracts with Customers, which requires that five steps be followed in evaluating revenue recognition: (i) identify the contract with the customer; (ii) identity the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price; and (v) recognize revenue when or as the entity satisfied a performance obligation. Our accounting policy on revenue recognition for our bitcoin mining segment (sole reporting unit as of December 31, 2022) by type of revenue is provided below. Revenues from bitcoin mining The Company has entered into contracts with bitcoin mining pool operators to provide computing power to the mining pools. The contracts are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company starts providing computing power to the mining pool operator. In exchange for providing computing power, the Company is entitled to a fractional share of the fixed bitcoin award the mining pool operator receives ( less net digital asset transaction fees to the mining pool operator), for successfully adding a block to the blockchain, plus a fractional share of the transaction fees attached to that blockchain. The Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm. The transaction consideration the Company receives is non-cash digital consideration, in the form of bitcoin, which the Company measures at fair value on the date received which is not materially different than the fair value at contract inception or time the Company has earned the award from the mining pools. The transaction consideration the Company receives is a minimal amount compared to the bitcoin awards. Fair value of the bitcoin received as consideration is determined using the spot price of bitcoin on the date earned and the bitcoin is typically deposited the day after computing power is contributed to the mining pool. Additionally, the Company receives bitcoin consideration designated in units, the smallest of which is referred to as a “Satoshi” and which represents one hundred millionth of a bitcoin. Revenues from data center services The Company provides data services such as providing its customers with rack space, power and equipment, and cloud services such as virtual services, virtual storage, and data backup services, generally based on monthly services provided at a defined price included in the contracts. The performance obligations are the services provided to a customer for the month based on the contract. The transaction price is the price agreed with the customer for the monthly services provided and the revenues are recognized monthly based on the services rendered for the month. Cost of Revenues Bitcoin mining segment (sole reportable segment) The Company includes energy costs and external co-location mining hosting fees in cost of revenues. Cash and cash equivalents Cash and cash equivalents include cash and amounts due from banks and restricted cash. The Company did not have any restricted cash as of December 31, 2022 or September 2022 reported in the consolidated balance sheet. Accounts Receivable, net Accounts receivable is comprised of uncollateralized customer obligations due under normal trade terms. They are initially recorded at the invoiced amount upon the sale of goods or services to customers, and do not bear interest. The Company performs ongoing credit evaluation of its customers and management closely monitors outstanding receivables based on factors surrounding the credit risk of specific customers, historical trends, and other information. The carrying amount of accounts receivable is reviewed periodically for collectability. If management determines that collection is unlikely, an allowance that reflects management’s best estimate of the amounts that will not be collected is recorded. Accounts receivable, net consists of the following: ($ in thousands) December 31, September 30, Accounts Receivable, gross $ 250 $ 247 Provision for doubtful allowances ( 220 ) ( 220 ) Total Accounts Receivable, net $ 30 $ 27 Inventory Inventory balances mainly include supplies inventory used to maintain bitcoin mining facilities and are presented at net realizable value with cost being measured on a first-in, first-out basis. The Company periodically reviews inventories for unusable and obsolete items. Based on this evaluation, provisions are made to write inventories down to their net realizable value. Inventory was $ 392 and $ 216 as of December 31, 2022 and September 30, 2022 , respectively . P repaid expense and other current assets The Company records a prepaid expense for costs paid but not yet incurred. Those expected to be incurred within one year are recognized and shown as a short-term pre-paid expense. Any costs expected to be incurred outside of one year would be considered other long-term assets. Other current assets are assets that consist of supplies, deposits and interest receivable. Deposits and interest we expect to receive within one year are shown as short-term. Those we expect to receive outside of one year are shown as other long-term assets. Concentration Risk At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. The cash balance, in excess of the FDIC limits was $ 1,811 and $ 20,213 as of December 31, 2022 and September 30, 2022, respectively. The accounts offered by custodians of the Company’s bitcoin, which was $ 3,863 and $ 11,147 as of December 31, 2022 and September 30, 2022, respectively, are not insured by the FDIC. The Company has not experienced any losses in such accounts. The Company has certain customers and vendors who individually represented 10 % or more of the Company’s revenue or capital expenditures. Please refer to Note 14 - Major Customers and Vendors. Stock-based compensation The Company follows the guidelines in FASB Codification Topic ASC 718-10 Compensation-Stock Compensation, which requires companies to measure the cost of employee and non-employee services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. Stock-based compensation expense for stock options is recognized on a straight-line basis over the requisite service period. The Company may issue compensatory shares for services including, but not limited to, executive, management, accounting, operations, corporate communication, financial and administrative consulting services. The Company determines the grant date fair value of the options using the Black-Scholes option-pricing model. For equity awards granted by the Company that are contingent upon market-based conditions, the Company fair values these awards using the Monte Carlo simulation model. For discussion of accounting for restricted stock units (RSUs), please refer Note 12 – Stock-Based Compensation. Earnings (loss) per share The Company reports earnings (loss) per share in accordance with FASB ASC 260-10 “Earnings Per Share,” which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average common shares outstanding during the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive. As of December 31, 2022, all common stock equivalents that consist of options, warrants and restricted stock units were excluded from the calculation of the diluted (loss) per share calculation for the three months ended December 31, 2022 as their effect is anti-dilutive. Provided below is the income (loss) per share calculation for the three months ended December 31, 2022 and 2021: For the Three Months ($ in thousands, except share and per share) 2022 2021 Continuing Operations Numerator (Loss) income from continuing operations $ ( 30,488 ) $ 15,644 Preferred stock dividends — 315 (Loss) income from continuing operations attributable to common shareholders $ ( 30,488 ) $ 15,330 Denominator Weighted- average common shares outstanding, 66,395,174 40,279,938 Dilutive impact of stock options and other share-based awards — 205,823 Weighted- average common shares outstanding, 66,395,174 40,485,761 (Loss) income from continuing operations per common share attributable to common shareholders Basic $ ( 0.46 ) $ 0.38 Diluted $ ( 0.46 ) $ 0.38 Discontinued Operations Numerator Income (loss) on discontinued operations $ 1,457 $ ( 1,158 ) Denominator Weighted- average common shares outstanding, 66,395,174 40,279,938 Dilutive impact of stock options and other share-based awards 1,005,160 — Weighted- average common shares outstanding, 67,400,334 40,279,938 Income (loss) on discontinued operations per common share attributable to common shareholders Basic $ 0.02 $ ( 0.03 ) Diluted $ 0.02 $ ( 0.03 ) Property and equipment Property and equipment are stated at cost less accumulated depreciation. Construction in progress is the construction or development of assets that have not yet been placed in service for its intended use. Depreciation for machinery and equipment, mining equipment, buildings, furniture and fixtures and leasehold improvements commences once they are ready for its intended use. Leasehold improvements are depreciated on a straight-line basis over the shorter of their estimated useful lives or the terms of the related leases. Land is not depreciated. Depreciation is calculated on a straight-line basis over the estimated useful life of the asset as follows: Useful life (years) Land Improvements 15 Building 30 Leasehold improvements Shorter of lease term or 15 years Miners 3 - 5 Mining Equipment 3 - 15 Infrastructure asset Shorter of lease term or 5 years Machinery and equipment 1 - 10 Furniture and fixtures 3 - 7 In accordance with the FASB ASC 360-10, "Property, Plant and Equipment” the carrying value of property and equipment, and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value. During the three months ended December 31, 2022 and 2021 , the Company did no t record an impairment expense. Bitcoin Bitcoin are included in current assets in the consolidated balance sheets. Bitcoin are recorded at cost less impairment. They are classified as indefinite-lived intangible assets in accordance with ASC 350, Intangibles — Goodwill and Other, and are accounted for in connection with the Company’s revenue recognition policy detailed above and in Note 2 – Summary of Significant Accounting Policies. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. Quantitative impairment is measured using the quoted price of the bitcoin at the time its fair value is being measured in accordance with ASC 820, Fair Value Measurement. Quoted prices are obtained from the principal market. 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 as per ASC 350, Intangibles – Goodwill and Other. Bitcoin earned by the Company through its mining activities are included within operating activities on the accompanying consolidated statements of cash flows. The sales of bitcoin are also included within operating activities in the accompanying consolidated statements of cash flows and any realized gains or losses from such sales are included in other income (expense) in the consolidated statements of operations and comprehensive income (loss). The Company accounts for its gains or losses in accordance with the first in first out (“FIFO”) method of accounting. The following table presents the activities of the bitcoin for the three months ended December 31, 2022: ($ in thousands) Amount Balance as on September 30, 2022 $ 11,147 Addition of bitcoin 27,746 Sale of bitcoin ( 34,067 ) Bitcoin issued for services ( 134 ) Bitcoin issued for software ( 229 ) Realized loss on sale of bitcoin ( 517 ) Impairment loss ( 83 ) Balance as on December 31, 2022 $ 3,863 The Company's bitcoin holdings are not subject to rehypothecation and do not serve as collateral for any existing loans or agreements. Fair Value Measurement of financial instruments, derivative asset and contingent consideration Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a fair value hierarchy based on three levels of input, of which the first two are considered observable and the last unobservable. Level 1 Quoted prices in active markets for identical assets or liabilities. These are typically obtained from real-time quotes for transactions in active exchange markets involving identical assets. Level 2 Quoted prices for similar assets and liabilities in active markets; quoted prices included for identical or similar assets and liabilities that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. These are typically obtained from readily-available pricing sources for comparable instruments. Level 3 Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity’s own beliefs about the assumptions that market participants would use in pricing the asset or liability, based on the best information available in the circumstances. The carrying value of cash, accounts payable, accrued expenses and short-term portion of loan payable approximate their fair values because of the short-term nature of these instruments. The carrying amount of the Company's long-term portion of loan payable is also stated at fair value since the stated rate of interest approximates market rates. Management believes the Company is not exposed to significant interest or credit risks arising from these financial instruments. The following table presents the Company’s financial instruments that are measured and recorded at fair value on the Company’s balance sheets on a recurring basis, and their level within the fair value hierarchy as of December 31, 2022 and September 30, 2022: December 31, 2022 ($ in thousands) Amount Level 1 Level 2 Level 3 Derivative asset $ 1,685 $ — $ — $ 1,685 Investment in debt security 639 — — 639 Contingent consideration 4,840 4,840 — — Total $ 7,164 $ 4,840 $ — $ 2,324 September 30, 2022 ($ in thousands) Amount Level 1 Level 2 Level 3 Derivative asset $ 2,956 $ — $ — $ 2,956 Investment in debt security 610 — — 610 Total $ 3,566 $ — $ — $ 3,566 There were no transfers between Level 1, 2 or 3 during the three months ended December 31, 2022. The activities of the financial instruments that are measured and recorded at fair value on the Company's balance sheets on a recurring basis during the three months ended December 31, 2022, and is included in Note 5 - Investments. The activity during the three months ended December 31, 2022 relating to the contingent consideration is described in Note 3 -Acquisitions. Income taxes The Company’s calculation of its tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in various taxing jurisdictions. The Company recognizes tax liabilities for uncertain tax positions based on management’s estimate of whether it is more likely than not that additional taxes will be required. The Company had no uncertain tax positions as of December 31, 2022 and September 30, 2022. Deferred income taxes are recognized in the consolidated financial statements for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates. Temporary differences arise from net operating losses, differences in depreciation methods of archived images, and property and equipment, stock-based and other compensation, and other accrued expenses. A valuation allowance is established when it is determined that it is more likely than not that some or all of the deferred tax assets will not be realized. The application of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations and court rulings. Therefore, the actual liability for U.S., or the various state jurisdictions, may be materially different from managements estimates, which could result in the need to record additional tax liabilities or potentially reverse previously recorded tax liabilities. Interest and penalties are included in tax expense. The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operation in the provision for income taxes. As of December 31, 2022 and September 30, 2022 , the Company had no accrued interest or penalties related to uncertain tax positions. Income tax expense/(benefit) from operations for the three months ended December 31, 2022 and 2021 was $ 0 in each period, which resulted primarily from maintaining a full valuation allowance against the Company's deferred tax assets. Segment Reporting The Company determines its operating segments based on how the Chief Operating Decision Maker ("CODM") views and evaluates operations, performance and allocates resources. As of June 30, 2022, the Company only has the bitcoin mining business as its operating segment due to its determination to consider the energy business as discontinued operation based on its decision to make a strategic shift to focus on the bitcoin mining business and divest of its energy assets. Discontinued Operations The Company deems it appropriate to classify a business as a discontinued operation if the related disposal group meets all the following criteria: 1) the disposal group is a component of the Company; 2) the component meets the held-for-sale criteria; and 3) the disposal of the component represents a strategic shift that has a major effect on the Company's operations and financial results. A s of June 30, 2022, the Company deemed its energy operations to be discontinued operation due to its strategic shift to strictly focus on its bitcoin mining operations and divest of its energy assets. Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. In June 2022, the Company made a strategic shift to focus on the bitcoin mining business and divest its energy assets. As a result, assets and liabilities related to the energy segment have been classified as held for sale for all periods presented. Additionally, amounts previously presented as part of continuing operations have been reclassified into discontinued operations for all periods presented. Recently issued accounting pronouncements In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers, as if it had originated the contracts. Under the current business combinations guidance, such assets and liabilities are recognized by the acquirer at fair value on the acquisition date. This new guidance is effective for the Company for its fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is evaluating its potential impact but does not expect the new standard to have a material impact on the Company's results of operations or cash flows. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments on October 1, 2020 (“ASU 2016-13”). ASU 2016-13 requires entities to use a new forward-looking “expected loss” model that reflects expected credit losses, including credit losses related to trade receivables, and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates, which generally will result in the earlier recognition of allowances for losses. As the Company was a Smaller Reporting Company at the time of issuance of the ASU, the Company expects to adopt the ASU effective October 1, 2023, including the interim periods within the fiscal year. Early application of the adoption is permitted. The Company is evaluating its potential impact but does not expect the new standard to have a material impact on the Company's results of operations or cash flows. In August 2020, the FASB issued ASU 2020-06, “Debt - Debt with Conversion and Other Options (subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (subtopic 815-40),” which reduces the number of accounting models in ASC 470-20 that require separate accounting for embedded conversion features. As a result, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost as long as no other features require bifurcation and recognition as derivatives. By removing those separation models, the effective interest rate of convertible debt instruments will be closer to the coupon interest rate. Further, the diluted net income per share calculation for convertible instruments will require the Company to use the if-converted method. The treasury stock method should no longer be used to calculate diluted net income per share for convertible instruments. The amendment is effective for the Company for this fiscal year, including interim periods. The adoption of ASU 2020-06 did not have a material impact on the Company’s financial statements or disclosures. |
3. ACQUISITIONS
3. ACQUISITIONS | 3 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | 3. ACQUISITIONS Acquisitions Relating to Continuing Operations Mawson Infrastructure Group - Sandersville, GA On October 8, 2022, the Company completed the acquisition of a lease for approximately 16.35 acres of real property located in Sandersville, Washington County, Georgia (the “Property”), all personal property located on the Property and 6,349 application-specific integrated circuit miners (the “ASICs”) from subsidiaries of Mawson Infrastructure Group, Inc. a Delaware corporation (“Mawson”), all pursuant to a Purchase and Sale Agreement dated September 8, 2022 (the “Purchase Agreement”) and an Equipment Purchase and Sale Agreement dated September 8, 2022 (the "Mawson Transaction"). The Company paid the following consideration to Mawson for the Property: (i) $ 13,500 in cash; (ii) 1,590,175 shares (the “Closing Shares”) of our common stock, par value $ 0.001 per share (which had a value of approximately $ 4,800 based upon the closing price of the common stock on October 7, 2022), and (iii) $ 6,500 in seller financing in the form of a promissory note. The Company also agreed to pay up to $ 9,018 in cash within 15 days of the closing for the ASICs. The following additional consideration may be payable to Mawson following the closing: • up to 1,100,890 shares of our common stock (the “Earn-out Shares” and, together with the Closing Shares, the “Company Shares”) (which have a value of approximately $ 3,325 based upon the closing price of the Company's common stock on October 7, 2022), based upon the number of modular data centers on the Property occupied by Mawson being emptied and made available for our use; and • up to an additional $ 2,000 in a seller-financed earn-out payable at least 60 days post-closing if the Company is able to utilize at least an additional 150 megawatts ("MW") of power on the Property by the six month anniversary of the closing. The Company accounted for this transaction as an acquisition of a business. The fair value of the consideration given to the Sellers in connection with the transaction and the allocation of the purchase price in accordance with ASC 820 were as follows: ($ in thousands) Fair Value Cash $ 22,518 Financing provided by seller 6,500 1,590,175 shares of CLSK common stock 4,803 Total purchase price $ 33,821 Contingent Consideration Earn-out Shares of CLSK common stock 3,325 Megawatt earnout (up to $ 2,000 max) 2,000 Total contingent consideration $ 5,325 Total purchase sale agreement consideration-Combined $ 39,146 ($ in thousands) Preliminary Right of use lease asset $ 5,010 Lease liability assumed ( 5,100 ) Building 13,654 Infrastructure asset 4,465 Miners 12,914 Machinery and equipment 160 Goodwill 8,043 Total $ 39,146 The contingent purchase price pertaining to the 1,100,890 earn-out shares has been classified as a liability in the Consolidated Balance Sheets in accordance with ASC 480, and accordingly is reported at fair value at the end of each reporting period. As of December 31, 2022, the fair value of this contingent liability was reduced to $ 2,840 from $ 3,325 resulting in a change in fair value of contingent consideration of $ 485 in other income expense in the consolidated statements of operations and comprehensive loss. SPRE Commercial Group Inc. and WAHA Technologies Inc. - Washington, GA On August 17, 2022, the Company, through its wholly owned subsidiary, CSRE Properties Washington, LLC, (“CSRE”), completed the purchase of real property, together with all improvements situated thereon and all rights, easements and appurtenances belonging thereto (collectively, the “Property”), from SPRE Commercial Group, Inc. f/k/a WAHA, Inc. (“SPRE”), (the “Seller”), pursuant to a Land Purchase and Sale Agreement dated as of August 5, 2022 and amended on August 17, 2022. Additionally, on August 17, 2022, in connection with the Land Purchase and Sale Agreement, the Company completed the purchase of a mix of S19 and S19 J Pro bitcoin miners with a total processing power equal to approximately 341,985 terahashes, pursuant to an equipment purchase and sale agreement (together with the Land Purchase and Sale Agreement, the “Acquisition”), from Waha Technologies, Inc., a Georgia corporation (“WAHA”, collectively with the Seller "WAHA & SPRE" or the "Sellers"), an affiliate of the Seller. Pursuant to the Land Purchase and Sale Agreement and the Equipment Purchase and Sale Agreement the Company acquired substantially all of WAHA & SPRE's assets. The transaction was accounted for as an acquisition of a business. Total consideration for the Property and miners consisted of (i) $1,962 in financing provided by the Seller to the Company at an interest rate of 12% per annum, to be repaid in 12 monthly installments of $174, (ii) the Company’s assumption of a mortgage with a maximum principal amount of $2,158 and an interest rate of 13% and (iii) $19,772 of cash consideration paid by the Company to the Seller. Acquisition related costs of $118, consisting primarily of legal and recording fees, were expensed as incurred in accordance with ASC 805 and are reflected in professional fees on the Consolidated Statements of Operations and Comprehensive Loss. The Company determined the fair value of the consideration given to the Sellers in connection with the transaction and the allocation of the purchase price in accordance with ASC 820 were as follows: Consideration: Fair Value Cash $ 19,772 Financing provided by Seller 1,962 Mortgage assumed 2,158 Total Consideration $ 23,892 Purchase Price Allocation Preliminary Land $ 100 Building/Improvements 14,700 Miners 9,092 Total $ 23,892 The total purchase price was allocated to identifiable assets deemed acquired based on their estimated fair values. The fair values of the assets have been recorded and are reflected in property and equipment, net on the Company's Consolidated Balance Sheets. The useful life for the building and improvements is estimated to be 30 years consistent with the Company's policy. The useful life for miners was estimated to be 3 years consistent with the Company's policy for depreciating used miners. Land is not depreciated. Financing provided by the Seller and the mortgage assumed have been recorded as loans payable and are reflected in the Company's Consolidated Balance Sheets. Pro forma of Consolidated Financial Statements (Unaudited) The following is the unaudited pro forma information assuming the acquisition of Mawson and WAHA occurred on October 1, 2021: For the Three Months Ended ($ in thousands, except share and per share) December 31, 2021 Net sales from continuing operations $ 46,137 Income from continuing operations $ 16,662 Income from continuing operations per common share - basic $ 0.41 Weighted average common shares outstanding – basic 40,279,938 Income from continuing operations per common share - diluted $ 0.41 Weighted average common shares outstanding – diluted 40,485,761 Pro forma results of operations for the three months ended December 31, 2022, were not presented since the Mawson acquisition occurred on October 8, 2022 and the results for the 8-day period would be immaterial. The WAHA transaction was included during the entire three month period ended December 31, 2022. The unaudited pro forma consolidated financial results have been prepared for illustrative purposes only and do not purport to be indicative of the results of operations that would have actually resulted had the acquisition occurred on the first day of the earliest period presented, or of future results of the consolidated entities. The unaudited pro forma consolidated financial information does not reflect any operating efficiencies and cost savings that may be realized from the integration of the acquisition. All transactions that would be considered inter-company transactions for pro forma purposes have been eliminated. |
4. DISCONTINUED OPERATIONS
4. DISCONTINUED OPERATIONS | 3 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | 4. DISCONTINUED OPERATIONS The Company determined to make available for sale the asset groups related to the energy segment due to its strategic shift to strictly focus on its bitcoin mining operations. As a result, the Energy segments' results of operations have been reclassified as discontinued operations on a retrospective basis for all periods presented. Accordingly, the assets and liabilities of this segment are separately reported as “assets and liabilities held for sale” as of June 30, 2022 in the consolidated balance sheets. The Company has since sold the majority of its software and intellectual property assets related to the Energy segment, and is in the process of selling additional remaining inventory and assets. The results of operations of this segment, for all periods, are separately reported as “discontinued operations” in the consolidated statements of operations and comprehensive income (loss). In November 2022, the Company sold certain software rights and assets that were classified as assets held for sale for a net sales price of $ 2,523 with a carrying amount of $ 813 resulting in a recognized gain on $ 1,710 . Provided below are the key areas of the financials that constitute the discontinued operations: December 31, 2022 September 30, 2022 ASSETS Current assets Accounts receivable, net $ 1,716 $ 2,813 Inventory 4,400 4,400 Prepaid expense and other current assets 331 213 Total current assets held for sale $ 6,447 $ 7,426 Property and equipment, net 11 11 Operating lease right of use asset 623 665 Intangible assets, net — 869 Long-term assets held for sale $ 634 $ 1,545 Total assets held for sale $ 7,081 $ 8,971 LIABILITIES Current liabilities Accounts payable and accrued liabilities $ 601 $ 919 Contract liabilities 63 117 Operating lease liability 166 163 Total current liabilities held for sale 830 1,199 Long-term liabilities Operating lease liability, net of current portion 469 512 Total liabilities held for sale $ 1,299 $ 1,711 For the three months ended December 31, December 31, Revenues, net Energy hardware, software and services revenue $ 101 $ 4,118 Total revenues, net 101 4,118 Costs and expenses Cost of revenues (exclusive of depreciation and amortization shown below) 48 3,074 Professional fees — 73 Payroll expenses 274 1,556 General and administrative expenses 31 304 Depreciation and amortization — 270 Total costs and expenses 353 5,277 Loss from operations $ ( 252 ) $ ( 1,159 ) Other income (expense) Gain on disposal of assets 1,710 — Interest (expense) income ( 1 ) 1 Total other income (expense) 1,709 1 Income (loss) before income tax (expense) or benefit 1,457 ( 1,158 ) Income tax (expense) or benefit — — Net income (loss) attributable to common shareholders $ 1,457 $ ( 1,158 ) |
5. INVESTMENTS
5. INVESTMENTS | 3 Months Ended |
Dec. 31, 2022 | |
Schedule of Investments [Abstract] | |
INVESTMENTS | 5. INVESTMENTS As of December 31, 2022 and September 30, 2022, the Company had total investments of $ 2,324 and $ 3,566 , respectively that comprise of the following: International Land Alliance, Inc. On November 5, 2019, the Company entered into a binding Memorandum of Understanding (the “MOU”) with International Land Alliance, Inc. (“ILAL”), a Wyoming corporation, to lay a foundational framework where the Company expects to deploy its energy solutions across the portfolio of ILAL, including its energy projects, and its customers. In connection with the MOU, and to support the power and energy needs of ILALs development and construction of certain projects, the Company entered into a Securities Purchase Agreement (“SPA”), dated as of November 6, 2019, with ILAL. Pursuant to the terms of the SPA with ILAL, the Company purchased 1,000 shares of Series B Preferred Stock of ILAL (the “Preferred Stock”) for an aggregate purchase price of $ 500 (the “Stock Transaction”), less certain expenses and fees. The Series B Preferred Stock accrue cumulative in-kind accruals at a rate of 12% per annum and were redeemable on August 6, 2020. The Preferred Stock can be converted into common stock at a variable rate (refer to the discussion on embedded derivative assets below). This variable conversion ratio will increase by 10% with the occurrence of certain events. Since the investments were not redeemed on August 6, 2020, they are now redeemable at the Company`s option in cash or into common stock, based on the conversion ratio. The Preferred Stock is recorded as an available-for-sale ("AFS") debt security and is reported at its estimated fair value as of December 31, 2022 . Any change in the fair values of AFS debt securities are reported net of income tax as an element of Other Comprehensive income. The Company accrued interest on our available-for-sale debt securities totaling $ — as of December 31, 2022 and September 30, 2022, respectively, presented as prepaid expense and other current assets on the Consolidated Balance Sheets. The fair value of investment in Debt Securities is $ 639 and $ 610 as of December 31, 2022 and September 30, 2022, respectively. The Company has included gain on change in fair value of preferred stock amounting to $ 29 for the three months ended December 31, 2022, and $ 18 for the three months ended December 31, 2021, as part of other comprehensive income in the Consolidated Statements of Operations and Comprehensive Income (Loss). The Company has deemed this variable conversion feature of ILAL preferred stock as an embedded derivative instrument in accordance with ASC Topic No. 815. This topic requires the Company to account for the conversion feature on its balance sheet at fair value and account for changes in fair value as a derivative gain or loss. Unrealized gain or loss on fair valuation of this embedded feature is recognized as income in the Consolidated Statements of Operations and Comprehensive Income (Loss). Total fair value of investment in derivative assets as of December 31, 2022 and September 30, 2022, respectively was $ 1,685 and $ 2,956 . The Company fair values the debt security as a straight debt instrument based on liquidation value and accrued interest to date. The fair value of the derivative asset is based on the difference in the fair value of the debt security determined as a straight debt instrument and the fair value of the debt security if converted as of the reporting date. The Company recorded an unrealized loss on derivative assets for $ 1,271 for the three months ended December 31, 2022, compared to an unrealized gain on derivative assets for $ 299 for the three months ended December 31, 2021. The following table sets forth a reconciliation of carrying value of all investments as of December 31, 2022: ($ in thousands) ILAL ILAL Balance as of September 30, 2022 $ 610 $ 2,956 Unrealized loss on derivative asset — ( 1,271 ) Unrealized gain on fair value recognized in Other comprehensive income 29 — Balance as of December 31, 2022 $ 639 $ 1,685 |
6. INTANGIBLE ASSETS
6. INTANGIBLE ASSETS | 3 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | 6. INTANGIBLE ASSETS Intangible assets consist of the following as of December 31, 2022 and September 30, 2022: December 31, 2022 September 30, 2022 ($ in thousands) Intangible assets Accumulated amortization Net intangible assets Intangible assets Accumulated amortization Net intangible assets Software $ 440 $ ( 11 ) $ 429 $ 210 $ — $ 210 Websites 23 ( 12 ) 11 23 ( 11 ) 12 Strategic Contract 9,800 ( 4,027 ) 5,773 9,800 ( 3,537 ) 6,263 Total $ 10,263 $ ( 4,050 ) $ 6,213 $ 10,033 $ ( 3,548 ) $ 6,485 Amortization expense for the three months ended December 31, 2022 and 2021 was $ 502 and $ 959 , respectively. The Company expects to record amortization expense of intangible assets over the next 5 years and thereafter as follows: Fiscal Year ($ in thousands) December 31, 2022 Remainder of FY 2023 $ 1,550 2024 2,064 2025 2,060 2026 482 2027 46 Thereafter 11 Total $ 6,213 |
7. PROPERTY AND EQUIPMENT
7. PROPERTY AND EQUIPMENT | 3 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 7. PROPERTY AND EQUIPMENT Property and equipment consist of the following: ($ in thousands) December 31, 2022 September 30, 2022 Land $ 2,978 $ 2,978 Land improvements 1,530 1,530 Building and improvements 50,973 32,332 Leasehold improvements 672 114 Miners 409,160 356,501 Mining equipment 18,437 17,587 Infrastructure 18,695 12,422 Machinery and equipment 1,525 1,269 Furniture and fixtures 337 331 Construction in progress 2,395 4,816 Total $ 506,702 $ 429,880 Less: accumulated depreciation ( 71,925 ) ( 53,099 ) Property and equipment, net $ 434,777 $ 376,781 Depreciation expense for the three months ended December 31, 2022 and 2021 was $ 18,827 and $ 6,468 , respectively. There were no disposals during the three months ended December 31, 2022. For the three months ended December 31, 2021 , $ 411 of property and equipment was written-off resulting in a loss of $ 278 . The Company placed-in service property and equipment of $ 79,243 during the three months ended December 31, 2022 , which includes $ 31,192 in property and equipment acquired in the Mawson acquisition. This increase in fixed assets primarily consisted of miners and mining equipment of $ 53,510 , which includes $ 12,914 acquired in the Mawson acquisition. Construction in progress: The Company is expanding its facilities in the State of Georgia, including infrastructure, building, and land improvements to expand its mining operations. As of December 31, 2022 , the Company has outstanding deposits totaling $ 5,814 for mining equipment included in long-term assets on the consolidated balance sheets. The Company also has $ 3,500 in prepaid expense relating to payments made on the purchase of infrastructure assets. These prepayments will be applied to the purchase price when the vendor ships the miners and the infrastructure assets. |
8. LEASES
8. LEASES | 3 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
LEASES | 8. LEASES On October 1, 2019, the Company adopted the amendments to ASC 842, Leases, which requires lessees to recognize lease assets and liabilities arising from operating leases on the balance sheet. The Company adopted the new lease guidance using the modified retrospective approach and elected the transition option issued under ASU 2018-11, Leases (Topic 842) Targeted Improvements, allowing entities to continue to apply the legacy guidance in ASC 840, Leases, to prior periods, including disclosure requirements. The Company has operating leases which are for land, office spaces and finance leases which are primarily related to equipment used at its data center. In connection with the acquisition of Mawson Infrastructure Group (see Note 3), the Company assumed a land lease in Sandersville, GA, with the original term expiring in July 2023 , but including 8 separate 3-year lease extension options. The operating lease liability recorded in connection with the acquisition assumes a full lease term of approximately 25 years with a discount rate of 6 %. The assumed land lease includes approximately $ 75 in quarterly lease payments with 4 % increase in scheduled lease payments effective each successive lease option exercised. The Company's lease costs recognized during the three months ended December 31, 2022 and 2021 in the unaudited Consolidated Statements of Operations and Comprehensive Income (loss) consist of the following: For the three months ended ($ in thousands) December 31, December 31, Operating lease cost (1) $ 113 $ 11 Finance lease cost: Depreciation expense of financed assets $ 80 $ 95 Interest on lease obligations $ 6 $ 11 (1) Included in general and administrative expenses Other lease information is as follows: For the three months ended ($ in thousands) December 31, December 31, Cash paid for amounts included in Operating cash outflows from operating leases $ 34 $ 33 Operating cash outflows from finance leases $ 6 $ 11 Financing cash outflows from finance leases $ 93 $ 92 December 31, September 30, Weighted-average remaining lease term - 23.33 years 1.5 years Weighted-average remaining lease term - 1.57 years 1.53 years Weighted-average discount rate - operating leases 5.91 % 4.50 % Weighted-average discount rate - finance leases 5.50 % 5.50 % The following is a schedule of the Company's lease liabilities by contractual maturity as of December 31, 2022: ($ in thousands) Operating Finance Remainder of Fiscal 2023 $ 405 $ 185 2024 452 146 2025 456 22 2026 464 1 2027 376 — Thereafter 7,295 — Gross lease liabilities 9,448 354 Less: imputed interest ( 3,731 ) ( 7 ) Present value of lease liabilities $ 5,717 $ 347 Less: Current portion of lease liabilities ( 260 ) ( 218 ) Total lease liabilities, net of current portion $ 5,457 $ 129 |
9. RELATED PARTY TRANSACTIONS
9. RELATED PARTY TRANSACTIONS | 3 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 9. RELATED PARTY TRANSACTIONS Zachary K. Bradford - Chief Executive Officer and Director During the three months ended December 31, 2021 the Company paid Blue Chip Accounting, LLC (“Blue Chip”) $ 47 for accounting, tax, administrative services and reimbursement for office supplies. Blue Chip is 50 % beneficially owned by Mr. Bradford. None of the services were associated with work performed by Mr. Bradford. The services consisted of preparing and filing tax returns, bookkeeping, accounting and administrative support assistance. During the three months ended December 31, 2021 $ 5 was paid to Blue Chip for rent. The sublease and engagement for accounting services was terminated on December 31, 2021. There were no similar transactions during the three months ended December 31, 2022 . |
10. STOCKHOLDERS' EQUITY
10. STOCKHOLDERS' EQUITY | 3 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | 10. STOCKHOLDERS’ EQUITY Overview The Company’s authorized capital stock consists of 100,000,000 shares of common stock and 10,000,000 shares of preferred stock, par value $ 0.001 per share. As of December 31, 2022 , there were 71,743,930 shares of common stock issued and outstanding and 1,750,000 shares of preferred stock issued and outstanding. As of September 30, 2022 , there were 55,661,337 shares of common stock issued and outstanding and 1,750,000 shares of preferred stock issued and outstanding. On June 3, 2021, the Company entered into an At The Market Offering Agreement (the “Original ATM Agreement”) with H.C. Wainwright & Co., LLC (the “Agent”), to create an at-the-market equity program (the “ATM Program”) under which the Company may, from time to time, offer and sell shares of its common stock, par value $ 0.001 per share (the “Common Stock”), having an aggregate gross offering price of up to $ 500,000 to or through the Agent. On December 14, 2022, the Company entered into Amendment No. 1 to the At the Market Offering Agreement with the Agent (the “ATM Agreement Amendment” and, together with the Original ATM Agreement, the “ATM Agreement”). Under the ATM Agreement, the Company may, but has no obligation to, issue and sell up to the lesser number of shares (the “Shares”) of the Company’s Common Stock, that does not exceed (a) $ 500,000 of shares of Common Stock, exclusive of any amounts previously sold under the Original ATM Agreement, (b) the number of authorized but unissued shares of Common Stock (less the number of shares of Common Stock issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized capital stock), or (c) if applicable, the maximum number or dollar amount of shares of Common Stock that can be sold without causing the Company or the offering of the Shares to fail to satisfy the eligibility and transaction requirements for use of Form S-3, including General Instruction I.B.6 of Registration Statement on Form S-3, from time to time through the Agent, or to them, as sales agent and/or principal, on the terms set forth therein. The Company is seeking stockholder approval at its 2023 Annual Meeting of an amendment to the Company’s Articles of Incorporation to increase the number of shares of Company stock authorized for issuance from 100,000,000 to 300,000,000 , which increase should allow the Company to fully utilize the capacity under the ATM Agreement, subject to the limitations set forth in the ATM Agreement. The Company issued 14,481,208 shares of common stock under its ATM Agreement resulting in ne t proceeds of $ 41,344 during the three months ended December 31, 2022. Other Common Stock issuances during the three months ended December 31, 2022: The Company issued 11,210 shares of common stock in relation to the settlement of restricted stock awards. The Company issued 1,590,175 shares of common stock valued at $ 4,803 as consideration in connection with business acquisitions. Common stock issuances during the three months ended December 31, 2021: The Company issued 52,061 shares of common stock in relation to exercise of options. The Company issued 8,404 shares of common stock valued at $ 150 for settlement of contingent consideration related to business acquisition. The Company issued 4,017,652 shares of common stock under its ATM Agreement, resulting in net proceeds of $ 67,989 . |
11. STOCK WARRANTS
11. STOCK WARRANTS | 3 Months Ended |
Dec. 31, 2022 | |
Stock Warrants | |
STOCK WARRANTS | 11. STOCK WARRANTS The following is a summary of stock warrant activity during the three months ended December 31, 2022. Number of Weighted Balance, September 30, 2022 202,220 $ 13.03 Warrants granted — — Warrants expired — — Warrants canceled — — Warrants exercised — — Balance, December 31, 2022 202,220 $ 13.03 As of December 31, 2022 , there are warrants exercisable to purchase 202,220 shares of common stock in the Company and there are no warrants that are unvested. These warrants have a weighted average exercise price of $ 13.03 . During the three months ended December 31, 2022 , there were no exercise of warrants. As of Sep tember 30, 2022, the outstanding warrants have a weighted average remaining term of 2.68 years and an intrinsic value of $ 0 . |
12. STOCK-BASED COMPENSATION
12. STOCK-BASED COMPENSATION | 3 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
STOCK-BASED COMPENSATION | 12. STOCK-BASED COMPENSATION STOCK OPTIONS The following is a summary of stock option activity during the three months ended December 31, 2022: Number of Weighted Average Balance, September 30, 2022 1,418,938 19.11 Options granted 47,000 3.34 Options expired ( 25,000 ) 5.60 Options canceled/forfeited ( 55,886 ) 14.02 Options exercised — Balance, December 31, 2022 1,385,052 19.02 As of December 31, 2022 , there are options exercisable to purchase 830,572 shares of common stock in the Company and 554,480 unvested options outstanding that cannot be exercised until vesting conditions are met. As of December 31, 2022 , the outstanding options have a weighted average remaining term of 6.6 years and no intrinsic value. For the three months ended December 31, 2022 , the Company also granted 47,000 options to purchase shares of common stock to employees with a total fair value of $ 157 . The Black-Scholes model utilized the following inputs to value the options granted during the three months ended December 31, 2022: Fair value assumptions Options: December 31, 2022 Risk free interest rate 1.04 % - 3.65 % Expected term (years) 4.99 - 7.35 Expected volatility 187.18 % - 533.00 % Expected dividends 0 % As of December 31, 2022 , the Company expects to recognize $ 11,691 of stock-based compensation for the non-vested outstanding options over a weighted-average period of less than one-year. RESTRICTED STOCK UNITS The following table summarizes the performance-based restricted stock units at the maximum award amounts based upon the respective performance share agreements. Actual shares that will vest depend on the attainment of the performance-based criteria. Number of Weighted Aggregate Outstanding at September 30, 2022 5,448,548 $ 4.93 $ 17,326 Granted 390,552 2.55 Vested ( 17,358 ) 9.77 Forfeited ( 4,048 ) 29.34 Outstanding at December 31, 2022 5,817,694 $ 4.73 $ 11,868 During the three months ended December 31, 2022 , the Company granted 390,552 RSUs, all of which are service period based. Included in these grants are 355,552 RSU granted to members of the Board of Directors, which are subject to shareholder approval of an increase in the number of shares available under the Company’s equity incentive plan in March 2023 and vest quarterly over the fiscal year 2023 and have a combined grant date fair value of $ 800 . As of December 31, 2022 , the Company had $ 22,760 in unrecognized compensation costs related to RSU awards that it expects to recognize over a weighted average period of 2.5 years. |
13. COMMITMENTS AND CONTINGENCI
13. COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 13. COMMITMENTS AND CONTINGENCIES Purchase of bitcoin mining related equipment The Company had no open purchase commitment for miners or mining equipment as of December 31, 2022. Future hosting agreements On March 29, 2022, the Company entered into a hosting agreement with Lancium LLC (“Lancium”). Pursuant to the agreement, Lancium has agreed to host, power and provide maintenance and other related services to the Company's mining equipment to be placed at Lancium facilities. Further, Lancium committed to provide 200 megawatts in support of the Company's mining equipment. In addition, for a period of two and a half years following the operations commencement date, the Company will have an option to increase the power capacity supplied to the equipment up to 500 MW or 40% of the aggregate capacity of all facilities owned and operated by Lancium, whichever is lesser. As of the date of this filing, the Company has not deployed any miners pursuant to the co-location mining services at Lancium’s facility in Texas. Lancium has informed the Company that they are experiencing significant delays due to the tightening of capital in the current market climate. The Company does not have any expected timeline on the readiness of these facilities for the foreseeable future. If Lancium’s situation improves in a timeline acceptable to the Company, it would anticipate utilizing Lancium as intended but there can be no assurance that their situation or market conditions will improve. As of the date of this filing, the Company has paid no consideration or deposits to Lancium and, accordingly, there is no direct financial risk with respect to the delays Lancium is currently experiencing. To the extent services are provided in the future, the Company has agreed to compensate Lancium based on a power and hosting fee based on kilowatt hours consumed by the Company’s equipment, subject to service level adjustments and credits, if any. The agreement has an initial term of five years from the operations commencement date (unless terminated earlier in accordance with the terms of the Agreement), after which it will renew automatically for two-year periods unless either party provides notice of non-renewal at least ninety days prior to the expiration of the term or renewal term, as applicable. Contractual future payments The following table sets forth certain information concerning our obligations to make contractual future payments towards our agreements as of December 31, 2022: ($ in thousands) Remainder of Fiscal Year 2023 Fiscal 2024 Fiscal 2025 Fiscal 2026 Fiscal 2027 Thereafter Total Recorded contractual obligations: Operating lease obligations $ 405 $ 452 $ 456 $ 464 $ 376 $ 7,295 $ 9,448 Finance Lease obligations 185 146 22 1 — — 354 Total $ 590 $ 598 $ 478 $ 465 $ 376 $ 7,295 $ 9,802 Contingent consideration Mawson Acquisition In connection with the Mawson acquisition (as discussed in Note 3), the Company agreed to additional consideration for the seller based upon certain post-closing criteria being met. Specifically, this amounted to 1,100,890 earn-out shares of Company stock with a value on the date of acquisition of $ 3,325 . Additionally, the Company and seller agreed to up to $ 2,000 of seller financing if certain additional power can be delivered to the site. The Company believes both contingent agreements are probable and has recorded the total commitment as a current liability as of December 31, 2022. On January 13, 2023, subsequent to December 31, 2022, the Company issued the 1,100,890 shares to the Seller in full satisfaction of the first contingency at a value of $ 2,840 , determined based on the stock price at the date of issuance. Legal contingencies From time to time the Company may be subject to litigation arising in the ordinary course of business. The Company accrues a liability when a loss is considered probable and the amount can be reasonably estimated. When a material loss contingency is reasonably possible but not probable, the Company does not record a liability, but instead discloses the nature and the amount of the claim, and an estimate of the loss or range of loss, if such an estimate can be made. Legal fees are expensed as incurred. Based on the opinion of legal counsel and other factors, management believes that the final disposition of these existing matters will not have a material adverse effect on the business, results of operations, financial condition, or cash flows of the Company. The Company has identified certain claims as a result of which a loss may be incurred, but in the aggregate the loss is expected to be insignificant. This assessment is based on our current understanding of relevant facts and circumstances. As such, our view of these matters is subject to inherent uncertainties and may change in the future. Significant judgment is required in both the determination of probability and the determination as to whether an exposure is reasonably estimable. Actual outcomes of these legal and regulatory proceedings may materially differ from our current estimates. For other claims regarding proceedings that are in an initial phase, the Company is unable to estimate the range of possible loss, if any, but at this time believes that any loss related to such claims will not be material. Risks associated with legal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods of time. We maintain liability insurance to reduce such risk exposure to the Company. Despite the measures taken, such policies may not cover future litigation, or the damages claimed may exceed our coverage which could result in contingent liabilities. Bishins v. CleanSpark, Inc. et al. On January 20, 2021, Scott Bishins (“Bishins”), individually, and on behalf of all others similarly situated (together, the “Class”), filed a class action complaint (the “Class Complaint”) in the United States District Court for the Southern District of New York against the Company, its Chief Executive Officer, Zachary Bradford (“Bradford”), and its Chief Financial Officer, Lori Love (“Love”) (such action, the “Class Action”). The Class Complaint alleged that, between December 31, 2020 and January 14, 2021, the Company, Bradford, and Love “failed to disclose to investors: (1) that the Company had overstated its customer and contract figures; (2) that several of the Company’s recent acquisitions involved undisclosed related party transactions; and (3) that, as a result of the foregoing, Defendants’ positive statements about the Company’s business, operations, and prospects were materially misleading and/or lacked a reasonable basis.” The Class Complaint sought: (a) certification of the Class, (b) an award of compensatory damages to the Class, and (c) an award of reasonable costs and expenses incurred by the Class in the litigation. On December 2, 2021, the Court appointed Darshan Hasthantra as lead Plaintiff (together, with Bishins, the “Plaintiffs”), and Glancy, Prongay and Murray LLP as class counsel. Hasthantra filed an Amended Complaint on February 28, 2022 (the “Amended Class Complaint”). In the Amended Class Complaint, Love is no longer a defendant and S. Matthew Schultz (“Schultz”) has been added as a defendant (the Company, Bradford and Schultz, collectively, the “Defendants”). The Amended Class Complaint alleges that, between December 10, 2020 and August 16, 2021 (the “Class Period”), Defendants made material misstatements and omissions regarding the Company’s acquisition of ATL Data Centers, Inc. (“ATL”) and its anticipated expansion of bitcoin mining operations. In particular, Plaintiffs allege that Defendants: (1) were misleading in their various public announcements related to the timeline for expanding ATL’s mining capacity; and (2) failed to disclose other material conditions purportedly related to the Company’s acquisition of ATL, including that an ATL predecessor had filed for bankruptcy about six months prior to the acquisition, that another bitcoin miner had declined to acquire ATL, and that a related party had performed an audit of ATL for the Company. The Amended Class Complaint seeks: (a) certification of the Class, (b) an award of compensatory damages to the Class, and (c) an award of reasonable costs and expenses incurred by the Class in the litigation. To date, no class has been certified in the Class Action. The Company filed its Motion to Dismiss on April 28, 2022. The Motion to Dismiss seeks dismissal of all claims asserted in the Amended Class Complaint with prejudice and without leave to amend on the grounds that Plaintiffs fail to state a claim upon which relief can be granted under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 10b-5 promulgated thereunder. Plaintiffs filed their opposition on June 27, 2022. Defendants’ reply in further support of their Motion to Dismiss was filed on August 11, 2022. The Motion to Dismiss was denied on January 5, 2023. The Company will file its Answer on February 9, 2023, and discovery will commence thereafter. Although the ultimate outcome of the Class Action cannot be determined with certainty, the Company stands behind all of its prior statements and disclosures and believes that the claims raised in the Amended Class Complaint and the Class Complaint are entirely without merit. The Company intends to both defend itself vigorously against these claims and to vigorously prosecute any counterclaims. Notwithstanding Plaintiffs’ allegations’ lack of merit, however, the Class Action may distract the Company and cost the Company’s management time, effort and expense to defend against the claims made in the Amended Class Complaint. Notwithstanding the Company’s belief that the Company and its management have complied with all of their obligations under applicable securities regulations, no assurance can be given as to the outcome of the Class Action, and in the event the Company does not prevail in such action, the Company, its business, financial condition and results of operations could be materially and adversely affected. Ciceri, derivatively on behalf of CleanSpark, Inc., v. Bradford, Love, Schultz, Beynon, McNeill, and Wood (consolidated with Perna, derivatively on behalf of CleanSpark, Inc., v. Bradford, Love, Schultz, Beynon, McNeill, and Wood) On May 26, 2021, Andrea Ciceri (“Ciceri”), derivatively on behalf of CleanSpark, Inc., filed a verified shareholder derivative action (the “Ciceri Derivative Action”) in the United States District Court in the District of Nevada against Chief Executive Officer, Zachary Bradford (“Bradford”), Chief Financial Officer, Lori Love (“Love”) and Directors Matthew Schultz, Roger Beynon, Larry McNeill and Tom Wood (Bradford, Love and Directors collectively referred to as “Ciceri Derivative Defendants.”) On June 22, 2021, Mark Perna (“Perna”) (Ciceri, Perna, and Ciceri Derivative Defendants collectively referred to as the “Parties”) filed a verified shareholder derivative action (the “Perna Derivative Action”) in the same Court against the same Ciceri Derivative Defendants, making substantially similar allegations. On June 29, 2021, the Court consolidated the Ciceri Derivative Action with the Perna Derivative Action in accordance with a stipulation among the parties (the consolidated case referred to as the “Derivative Action”). The Derivative Action alleges that Ciceri Derivative Defendants: (1) made materially false and misleading public statements about the Company’s business and prospects; (2) did not maintain adequate internal controls; and (3) did not disclose several related party transactions benefitting insiders, questionable uses of corporate assets, and excessive compensation. The claims asserted against all Ciceri Derivative Defendants include breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets. A claim for contribution under Sections 10(b) and 21D of the Securities and Exchange Act is asserted against only Bradford and Love. The Derivative Action seeks declaratory relief, monetary damages, and imposition of adequate corporate governance and internal controls. Plaintiffs were given the opportunity to submit an Amended Complaint by November 25, 2021, but elected not to. In January 2022, the Parties agreed to stay the entirety of the case pending the outcome of the Motion to Dismiss in the Class Action. Now that the Class Action Motion to Dismiss has been denied, the Company intends to file a Motion to Dismiss the Ciceri Derivative Action as well. Although the ultimate outcome of the Derivative Action cannot be determined with certainty, the Company stands behind all of its prior statements and disclosures, and believes that the claims raised in that case are entirely without merit. The Company intends to both defend itself vigorously against these claims and to vigorously prosecute any counterclaims. Notwithstanding the Derivative Action’s lack of merit, however, it may distract the Company and cost the Company’s management time, effort and expense to defend against the claims. Notwithstanding the Company’s belief that the Company and its management have complied with all of their obligations under applicable securities regulations, no assurance can be given as to the outcome of the Derivative Action, and in the event the Company does not prevail in such action, the Company, its business, financial condition and results of operations could be materially and adversely affected. Solar Watt Solutions, Inc., v. Pathion, Inc. On January 6, 2022 , Solar Watt Solutions, Inc., (“SWS”) filed suit in the Superior Court of the State of California in the County of Santa Clara against Pathion, Inc., (“Pathion”) for breach of contract, conversion, unjust enrichment and negligent misrepresentation. Prior to its acquisition by the Company, SWS paid Pathion $ 418,606 for solar batteries and related equipment for delivery in August 2019, later amended to November 2019. Pathion never delivered any of the items purchased by SWS. Pathion’s breach resulted in SWS being unable to complete a separate contract and cost the end-user client over $ 15,000 per month in electricity costs. SWS is seeking an award of compensatory damages totaling over $ 500,000 . Pathion filed an answer on or around February 16, 2022, generally denying the claims asserted by SWS. SWS served discovery on Pathion in May 2022; Pathion did not serve responses. Accordingly, SWS filed a Motion for Order Establishing Admissions and for Sanctions on July 25, 2022, and was awarded $ 1,750 in sanctions. The parties are currently engaged in the discovery process. Darfon America Corp., etc. vs. CleanSpark, Inc., etc., et al. On August 18, 2022, Darfon America Corp filed a breach of contract suit in connection with a purchase contract for batteries. Plaintiff contends that the Company ordered batteries and did not pay for them. Plaintiff is seeking $ 5.4 million in damages and additional costs and fees. The Company contends, among other things, that the batteries did not meet the necessary specifications. On January 27, 2023, the Superior Court of the State of California in the County of San Diego orally granted Plaintiff’s Motion for a pre-judgment Writ of Attachment. While no written order has been received as of the date of this filing, this Writ of Attachment will likely provide Plaintiff with right to seek a lien on any Company assets located in California. The Company has recorded a legal reserve of $ 1,100,000 in connection with this matter, which represents the Plaintiff’s unmitigated damages less what the Company has already paid. While the outcome of this lawsuit is uncertain, it is unlikely to have a material impact on the Company’s financial condition and results of operations. The parties are working towards mediation and are engaged in the discovery process. |
14. MAJOR CUSTOMERS AND VENDORS
14. MAJOR CUSTOMERS AND VENDORS | 3 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
MAJOR CUSTOMERS AND VENDORS | 14. MAJOR CUSTOMERS AND VENDORS The Company has one mining pool operator (Foundry Digital) that represented over 98 % of revenue for both the three months ended December 31, 2022 and 2021. For the three months ended December 31, 2022 and 2021, the Company had the following significant suppliers of mining equipment. Three Months Ended December 31, 2022 December 31, 2021 Cyptech Solutions 87.37 % 67.93 % Sunnyside Digital Inc. 11.22 % — Bitmain Technologies Ltd. — 32.07 % |
15. LOAN
15. LOAN | 3 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
LOAN | 15. LOANS As of December 31, 2022, the Company had a gross balance outstanding of $ 19,786 , netted against discount on the loans payable of $ 183 . Total principal payments on loans during the three months ended December 31, 2022 was $ 8,430 . The following is a schedule of the Company's future loan payments and loan balance, net of debt discount, as of December 31, 2022: ($ in thousands) Maturity Date Rate Debt Balance, Net Master Equipment Financing Arrangement Apr-25 13.80 % $ 15,876 SPRE Commercial Group, Inc. Aug-23 12.00 % 1,332 Marquee Funding Partners Jul-26 - Feb-27 13.00 % 2,031 Auto & Equipment Loans Oct-28 0.99 - 9.20 % 364 Total Loans Outstanding $ 19,603 Less: current portion of long-term loans ( 7,504 ) Long-term loans, excluding current portion $ 12,099 ($ in thousands) 5-Year Loan Maturities Outstanding Loan FY 2023 FY 2024 FY 2025 FY 2026 FY 2027 Thereafter Total Master Equipment Financing Arrangement $ 4,329 $ 6,508 $ 5,222 $ — $ — $ — $ 16,059 SPRE Commercial Group, Inc. 1,332 — — — — — 1,332 Marquee Funding Partners 306 458 521 593 153 — 2,031 Auto & Equipment Loans 44 67 70 74 59 50 364 Total principal amount of loan payments by fiscal year $ 6,011 $ 7,033 $ 5,813 $ 667 $ 212 $ 50 $ 19,786 Unamortized deferred financing costs and discounts on Master Equipment Financing Arrangement ( 183 ) Total loan book value as of December 31, 2022 $ 19,603 Master Equipment Financing Agreement On April 22, 2022, the Company entered into a Master Equipment Financing Agreement with Trinity Capital Inc., as the Lender (the “Financing Agreement”). The Financing Agreement provided for up to $ 35 million of borrowings to finance the Company’s acquisition of blockchain computing equipment. The Company received a loan of $ 20 million at closing, with the remaining $ 15 million fundable upon the Company's request, if requested no later than December 31, 2022, subject to certain customary conditions. The Company did not request the funding and agreed with the Lender that the related 1 % loan commitment fee for the unused portion would be refunded to the Company, which was received in December 2022. The borrowings under the Financing Agreement are collateralized by 3,336 S19j Pro miners, which are located at our Godby, GA and Norcross, GA sites. SPRE Commercial Group, Inc. In connection with the acquisition of WAHA, the Company entered into a financing arrangement with the seller. The loan has a term of 12 months with monthly payments of $ 174 and a stated interest rate of 12 %. Marquee Funding Partners In connection with the acquisition of WAHA, certain assets were encumbered with mortgages which the Company assumed. The mortgages assumed have a current unpaid principal balance of $ 2,031 and remaining payment terms ranging from 47 - 54 months and annual interest of 13 %. Auto Loans The Company has entered into various financing arrangements to purchase vehicles and non-miner equipment with combined principal amount of $ 364 . The loans vary in terms from 48 - 72 months with annual interest rates ranging from 0.99 % - 9.20 %. The loans are secured with the purchased vehicles and equipment. During the three months ended December 31, 2022 , the Company entered into two separate agreements for the purchase of equipment with a combined principal of $ 164 , with terms ranging from 48 - 60 months and interest rates ranging from 0.99 %- 2.90 %. |
16. SUBSEQUENT EVENTS
16. SUBSEQUENT EVENTS | 3 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 16. SUBSEQUENT EVENTS From January 1, 2023, through the date of filing, the Company issued 5,252,858 shares under its At-the-Market Agreement resulting in net proceeds of $ 12,889 . On January 13, 2023, the Company issued 1,100,890 earn-out shares of Company stock to Mawson in connection with the satisfaction of one of the contingent purchase elements of the acquisition agreement. Such shares were valued at $ 2,840 as of the date of issuance. On February 7, 2023, the Company entered into an agreement to sell its battery inventory and associated energy contracts from the discontinued operations of Solar Watt Solutions, Inc. for approximately $ 4,610 . The asset group sold were included in current assets held for sale as of December 31, 2022 and the carrying amount was consistent with the net sales. The terms of the agreement allows for the purchaser to pay the Company the sales price of the inventory over a period of up to 18 months. |
2. SUMMARY OF SIGNIFICANT ACC_2
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC") and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent annual report on Form 10-K for the year ended September 30, 2022, filed with the SEC on December 15, 2022 (“Form 10-K”). In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented in this quarterly report on Form 10-Q have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted. The accompanying unaudited consolidated financial statements include the accounts of CleanSpark, Inc., and the Company’s wholly owned subsidiaries, ATL Data Centers LLC (“ATL”), CleanBlok, Inc. (“CleanBlok”), CleanSpark DW, LLC, and CleanSpark GLP, LLC, CSRE Properties Norcross, LLC, CSRE Property Management Company, LLC, CSRE Properties, LLC, CSRE Properties Washington, LLC and CSRE Properties Sandersville, LLC. All intercompany transactions have been eliminated upon consolidation of these entities. |
Liquidity | Liquidity As shown in the accompanying unaudited consolidated financial statements, the Company generated a net loss from continuing operations of $ 30,488 during the three months ended December 31, 2022. The Company has experienced negative cash flows from investing activities from continuing operation due to its investments in capital expenditures and acquisitions in support of its bitcoin mining operations, but it has generated positive cash flows from operating and financing activities for continuing operations. In the three months ended December 31, 2022, the Company generated cash flows from operating activities from its continuing operations of $ 4,703 . The Company generates sufficient cash flows from operating activities of continuing operations, which should continue to support its ongoing operations for the next twelve months. In addition, the Company has access to equity financing through its At-the-Market offering facility and debt financing through the lending arrangement the Company entered into in April 2022 (see Note 15 and Note 16). |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates include estimates used to review the Company’s goodwill and bitcoin impairment, intangible assets acquired, impairments and estimations of long-lived assets, revenue recognition from b itcoin mining, valuation of derivative assets and liabilities, available-for-sale investments, allowances for uncollectible accounts, valuation of bitcoin, valuation of contingent consideration, warranty, and the valuations of share based awards. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions including, but not limited to, the ultimate impact that the ongoing global supply chain issues may have on the Company’s operations. |
Revenue Recognition | Revenue Recognition We recognize revenue in accordance with generally accepted accounting principles as outlined in the Financial Accounting Standard Board's (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue From Contracts with Customers, which requires that five steps be followed in evaluating revenue recognition: (i) identify the contract with the customer; (ii) identity the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price; and (v) recognize revenue when or as the entity satisfied a performance obligation. Our accounting policy on revenue recognition for our bitcoin mining segment (sole reporting unit as of December 31, 2022) by type of revenue is provided below. Revenues from bitcoin mining The Company has entered into contracts with bitcoin mining pool operators to provide computing power to the mining pools. The contracts are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company starts providing computing power to the mining pool operator. In exchange for providing computing power, the Company is entitled to a fractional share of the fixed bitcoin award the mining pool operator receives ( less net digital asset transaction fees to the mining pool operator), for successfully adding a block to the blockchain, plus a fractional share of the transaction fees attached to that blockchain. The Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm. The transaction consideration the Company receives is non-cash digital consideration, in the form of bitcoin, which the Company measures at fair value on the date received which is not materially different than the fair value at contract inception or time the Company has earned the award from the mining pools. The transaction consideration the Company receives is a minimal amount compared to the bitcoin awards. Fair value of the bitcoin received as consideration is determined using the spot price of bitcoin on the date earned and the bitcoin is typically deposited the day after computing power is contributed to the mining pool. Additionally, the Company receives bitcoin consideration designated in units, the smallest of which is referred to as a “Satoshi” and which represents one hundred millionth of a bitcoin. Revenues from data center services The Company provides data services such as providing its customers with rack space, power and equipment, and cloud services such as virtual services, virtual storage, and data backup services, generally based on monthly services provided at a defined price included in the contracts. The performance obligations are the services provided to a customer for the month based on the contract. The transaction price is the price agreed with the customer for the monthly services provided and the revenues are recognized monthly based on the services rendered for the month. |
Cost of Revenues | Cost of Revenues Bitcoin mining segment (sole reportable segment) The Company includes energy costs and external co-location mining hosting fees in cost of revenues. |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents include cash and amounts due from banks and restricted cash. The Company did not have any restricted cash as of December 31, 2022 or September 2022 reported in the consolidated balance sheet. |
Accounts Receivable, net | Accounts Receivable, net Accounts receivable is comprised of uncollateralized customer obligations due under normal trade terms. They are initially recorded at the invoiced amount upon the sale of goods or services to customers, and do not bear interest. The Company performs ongoing credit evaluation of its customers and management closely monitors outstanding receivables based on factors surrounding the credit risk of specific customers, historical trends, and other information. The carrying amount of accounts receivable is reviewed periodically for collectability. If management determines that collection is unlikely, an allowance that reflects management’s best estimate of the amounts that will not be collected is recorded. Accounts receivable, net consists of the following: ($ in thousands) December 31, September 30, Accounts Receivable, gross $ 250 $ 247 Provision for doubtful allowances ( 220 ) ( 220 ) Total Accounts Receivable, net $ 30 $ 27 |
Inventory | Inventory Inventory balances mainly include supplies inventory used to maintain bitcoin mining facilities and are presented at net realizable value with cost being measured on a first-in, first-out basis. The Company periodically reviews inventories for unusable and obsolete items. Based on this evaluation, provisions are made to write inventories down to their net realizable value. Inventory was $ 392 and $ 216 as of December 31, 2022 and September 30, 2022 , respectively |
Prepaid expense and other current assets | repaid expense and other current assets The Company records a prepaid expense for costs paid but not yet incurred. Those expected to be incurred within one year are recognized and shown as a short-term pre-paid expense. Any costs expected to be incurred outside of one year would be considered other long-term assets. Other current assets are assets that consist of supplies, deposits and interest receivable. Deposits and interest we expect to receive within one year are shown as short-term. Those we expect to receive outside of one year are shown as other long-term assets. |
Concentration Risk | Concentration Risk At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. The cash balance, in excess of the FDIC limits was $ 1,811 and $ 20,213 as of December 31, 2022 and September 30, 2022, respectively. The accounts offered by custodians of the Company’s bitcoin, which was $ 3,863 and $ 11,147 as of December 31, 2022 and September 30, 2022, respectively, are not insured by the FDIC. The Company has not experienced any losses in such accounts. The Company has certain customers and vendors who individually represented 10 % or more of the Company’s revenue or capital expenditures. Please refer to Note 14 - Major Customers and Vendors. |
Stock -based compensation | Stock-based compensation The Company follows the guidelines in FASB Codification Topic ASC 718-10 Compensation-Stock Compensation, which requires companies to measure the cost of employee and non-employee services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. Stock-based compensation expense for stock options is recognized on a straight-line basis over the requisite service period. The Company may issue compensatory shares for services including, but not limited to, executive, management, accounting, operations, corporate communication, financial and administrative consulting services. The Company determines the grant date fair value of the options using the Black-Scholes option-pricing model. For equity awards granted by the Company that are contingent upon market-based conditions, the Company fair values these awards using the Monte Carlo simulation model. For discussion of accounting for restricted stock units (RSUs), please refer Note 12 – Stock-Based Compensation. |
Earnings (loss) per share | Earnings (loss) per share The Company reports earnings (loss) per share in accordance with FASB ASC 260-10 “Earnings Per Share,” which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average common shares outstanding during the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive. As of December 31, 2022, all common stock equivalents that consist of options, warrants and restricted stock units were excluded from the calculation of the diluted (loss) per share calculation for the three months ended December 31, 2022 as their effect is anti-dilutive. Provided below is the income (loss) per share calculation for the three months ended December 31, 2022 and 2021: For the Three Months ($ in thousands, except share and per share) 2022 2021 Continuing Operations Numerator (Loss) income from continuing operations $ ( 30,488 ) $ 15,644 Preferred stock dividends — 315 (Loss) income from continuing operations attributable to common shareholders $ ( 30,488 ) $ 15,330 Denominator Weighted- average common shares outstanding, 66,395,174 40,279,938 Dilutive impact of stock options and other share-based awards — 205,823 Weighted- average common shares outstanding, 66,395,174 40,485,761 (Loss) income from continuing operations per common share attributable to common shareholders Basic $ ( 0.46 ) $ 0.38 Diluted $ ( 0.46 ) $ 0.38 Discontinued Operations Numerator Income (loss) on discontinued operations $ 1,457 $ ( 1,158 ) Denominator Weighted- average common shares outstanding, 66,395,174 40,279,938 Dilutive impact of stock options and other share-based awards 1,005,160 — Weighted- average common shares outstanding, 67,400,334 40,279,938 Income (loss) on discontinued operations per common share attributable to common shareholders Basic $ 0.02 $ ( 0.03 ) Diluted $ 0.02 $ ( 0.03 ) |
Property and equipment | Property and equipment Property and equipment are stated at cost less accumulated depreciation. Construction in progress is the construction or development of assets that have not yet been placed in service for its intended use. Depreciation for machinery and equipment, mining equipment, buildings, furniture and fixtures and leasehold improvements commences once they are ready for its intended use. Leasehold improvements are depreciated on a straight-line basis over the shorter of their estimated useful lives or the terms of the related leases. Land is not depreciated. Depreciation is calculated on a straight-line basis over the estimated useful life of the asset as follows: Useful life (years) Land Improvements 15 Building 30 Leasehold improvements Shorter of lease term or 15 years Miners 3 - 5 Mining Equipment 3 - 15 Infrastructure asset Shorter of lease term or 5 years Machinery and equipment 1 - 10 Furniture and fixtures 3 - 7 In accordance with the FASB ASC 360-10, "Property, Plant and Equipment” the carrying value of property and equipment, and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value. During the three months ended December 31, 2022 and 2021 , the Company did no t record an impairment expense. |
Bitcoin | Bitcoin are included in current assets in the consolidated balance sheets. Bitcoin are recorded at cost less impairment. They are classified as indefinite-lived intangible assets in accordance with ASC 350, Intangibles — Goodwill and Other, and are accounted for in connection with the Company’s revenue recognition policy detailed above and in Note 2 – Summary of Significant Accounting Policies. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. Quantitative impairment is measured using the quoted price of the bitcoin at the time its fair value is being measured in accordance with ASC 820, Fair Value Measurement. Quoted prices are obtained from the principal market. 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 as per ASC 350, Intangibles – Goodwill and Other. Bitcoin earned by the Company through its mining activities are included within operating activities on the accompanying consolidated statements of cash flows. The sales of bitcoin are also included within operating activities in the accompanying consolidated statements of cash flows and any realized gains or losses from such sales are included in other income (expense) in the consolidated statements of operations and comprehensive income (loss). The Company accounts for its gains or losses in accordance with the first in first out (“FIFO”) method of accounting. The following table presents the activities of the bitcoin for the three months ended December 31, 2022: ($ in thousands) Amount Balance as on September 30, 2022 $ 11,147 Addition of bitcoin 27,746 Sale of bitcoin ( 34,067 ) Bitcoin issued for services ( 134 ) Bitcoin issued for software ( 229 ) Realized loss on sale of bitcoin ( 517 ) Impairment loss ( 83 ) Balance as on December 31, 2022 $ 3,863 The Company's bitcoin holdings are not subject to rehypothecation and do not serve as collateral for any existing loans or agreements. |
Fair Value Measurement of financial instruments, derivative asset and contingent consideration | Fair Value Measurement of financial instruments, derivative asset and contingent consideration Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a fair value hierarchy based on three levels of input, of which the first two are considered observable and the last unobservable. Level 1 Quoted prices in active markets for identical assets or liabilities. These are typically obtained from real-time quotes for transactions in active exchange markets involving identical assets. Level 2 Quoted prices for similar assets and liabilities in active markets; quoted prices included for identical or similar assets and liabilities that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. These are typically obtained from readily-available pricing sources for comparable instruments. Level 3 Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity’s own beliefs about the assumptions that market participants would use in pricing the asset or liability, based on the best information available in the circumstances. The carrying value of cash, accounts payable, accrued expenses and short-term portion of loan payable approximate their fair values because of the short-term nature of these instruments. The carrying amount of the Company's long-term portion of loan payable is also stated at fair value since the stated rate of interest approximates market rates. Management believes the Company is not exposed to significant interest or credit risks arising from these financial instruments. The following table presents the Company’s financial instruments that are measured and recorded at fair value on the Company’s balance sheets on a recurring basis, and their level within the fair value hierarchy as of December 31, 2022 and September 30, 2022: December 31, 2022 ($ in thousands) Amount Level 1 Level 2 Level 3 Derivative asset $ 1,685 $ — $ — $ 1,685 Investment in debt security 639 — — 639 Contingent consideration 4,840 4,840 — — Total $ 7,164 $ 4,840 $ — $ 2,324 September 30, 2022 ($ in thousands) Amount Level 1 Level 2 Level 3 Derivative asset $ 2,956 $ — $ — $ 2,956 Investment in debt security 610 — — 610 Total $ 3,566 $ — $ — $ 3,566 There were no transfers between Level 1, 2 or 3 during the three months ended December 31, 2022. The activities of the financial instruments that are measured and recorded at fair value on the Company's balance sheets on a recurring basis during the three months ended December 31, 2022, and is included in Note 5 - Investments. The activity during the three months ended December 31, 2022 relating to the contingent consideration is described in Note 3 -Acquisitions. |
Income taxes | Income taxes The Company’s calculation of its tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in various taxing jurisdictions. The Company recognizes tax liabilities for uncertain tax positions based on management’s estimate of whether it is more likely than not that additional taxes will be required. The Company had no uncertain tax positions as of December 31, 2022 and September 30, 2022. Deferred income taxes are recognized in the consolidated financial statements for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates. Temporary differences arise from net operating losses, differences in depreciation methods of archived images, and property and equipment, stock-based and other compensation, and other accrued expenses. A valuation allowance is established when it is determined that it is more likely than not that some or all of the deferred tax assets will not be realized. The application of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations and court rulings. Therefore, the actual liability for U.S., or the various state jurisdictions, may be materially different from managements estimates, which could result in the need to record additional tax liabilities or potentially reverse previously recorded tax liabilities. Interest and penalties are included in tax expense. The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operation in the provision for income taxes. As of December 31, 2022 and September 30, 2022 , the Company had no accrued interest or penalties related to uncertain tax positions. Income tax expense/(benefit) from operations for the three months ended December 31, 2022 and 2021 was $ 0 in each period, which resulted primarily from maintaining a full valuation allowance against the Company's deferred tax assets. |
Segment Reporting | Segment Reporting The Company determines its operating segments based on how the Chief Operating Decision Maker ("CODM") views and evaluates operations, performance and allocates resources. As of June 30, 2022, the Company only has the bitcoin mining business as its operating segment due to its determination to consider the energy business as discontinued operation based on its decision to make a strategic shift to focus on the bitcoin mining business and divest of its energy assets. |
Discontinued Operations | Discontinued Operations The Company deems it appropriate to classify a business as a discontinued operation if the related disposal group meets all the following criteria: 1) the disposal group is a component of the Company; 2) the component meets the held-for-sale criteria; and 3) the disposal of the component represents a strategic shift that has a major effect on the Company's operations and financial results. A s of June 30, 2022, the Company deemed its energy operations to be discontinued operation due to its strategic shift to strictly focus on its bitcoin mining operations and divest of its energy assets. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. In June 2022, the Company made a strategic shift to focus on the bitcoin mining business and divest its energy assets. As a result, assets and liabilities related to the energy segment have been classified as held for sale for all periods presented. Additionally, amounts previously presented as part of continuing operations have been reclassified into discontinued operations for all periods presented. |
Recently issued accounting pronouncements | Recently issued accounting pronouncements In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers, as if it had originated the contracts. Under the current business combinations guidance, such assets and liabilities are recognized by the acquirer at fair value on the acquisition date. This new guidance is effective for the Company for its fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is evaluating its potential impact but does not expect the new standard to have a material impact on the Company's results of operations or cash flows. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments on October 1, 2020 (“ASU 2016-13”). ASU 2016-13 requires entities to use a new forward-looking “expected loss” model that reflects expected credit losses, including credit losses related to trade receivables, and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates, which generally will result in the earlier recognition of allowances for losses. As the Company was a Smaller Reporting Company at the time of issuance of the ASU, the Company expects to adopt the ASU effective October 1, 2023, including the interim periods within the fiscal year. Early application of the adoption is permitted. The Company is evaluating its potential impact but does not expect the new standard to have a material impact on the Company's results of operations or cash flows. In August 2020, the FASB issued ASU 2020-06, “Debt - Debt with Conversion and Other Options (subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (subtopic 815-40),” which reduces the number of accounting models in ASC 470-20 that require separate accounting for embedded conversion features. As a result, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost as long as no other features require bifurcation and recognition as derivatives. By removing those separation models, the effective interest rate of convertible debt instruments will be closer to the coupon interest rate. Further, the diluted net income per share calculation for convertible instruments will require the Company to use the if-converted method. The treasury stock method should no longer be used to calculate diluted net income per share for convertible instruments. The amendment is effective for the Company for this fiscal year, including interim periods. The adoption of ASU 2020-06 did not have a material impact on the Company’s financial statements or disclosures. |
2. SUMMARY OF SIGNIFICANT ACC_3
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable, net consists of the following: ($ in thousands) December 31, September 30, Accounts Receivable, gross $ 250 $ 247 Provision for doubtful allowances ( 220 ) ( 220 ) Total Accounts Receivable, net $ 30 $ 27 |
Schedule of Earnings Per Share Basic and Diluted | Provided below is the income (loss) per share calculation for the three months ended December 31, 2022 and 2021: For the Three Months ($ in thousands, except share and per share) 2022 2021 Continuing Operations Numerator (Loss) income from continuing operations $ ( 30,488 ) $ 15,644 Preferred stock dividends — 315 (Loss) income from continuing operations attributable to common shareholders $ ( 30,488 ) $ 15,330 Denominator Weighted- average common shares outstanding, 66,395,174 40,279,938 Dilutive impact of stock options and other share-based awards — 205,823 Weighted- average common shares outstanding, 66,395,174 40,485,761 (Loss) income from continuing operations per common share attributable to common shareholders Basic $ ( 0.46 ) $ 0.38 Diluted $ ( 0.46 ) $ 0.38 Discontinued Operations Numerator Income (loss) on discontinued operations $ 1,457 $ ( 1,158 ) Denominator Weighted- average common shares outstanding, 66,395,174 40,279,938 Dilutive impact of stock options and other share-based awards 1,005,160 — Weighted- average common shares outstanding, 67,400,334 40,279,938 Income (loss) on discontinued operations per common share attributable to common shareholders Basic $ 0.02 $ ( 0.03 ) Diluted $ 0.02 $ ( 0.03 ) |
Schedule of Estimated Useful Life of Asset | Depreciation is calculated on a straight-line basis over the estimated useful life of the asset as follows: Useful life (years) Land Improvements 15 Building 30 Leasehold improvements Shorter of lease term or 15 years Miners 3 - 5 Mining Equipment 3 - 15 Infrastructure asset Shorter of lease term or 5 years Machinery and equipment 1 - 10 Furniture and fixtures 3 - 7 |
Schedule of Activities of Digital Currencies | The following table presents the activities of the bitcoin for the three months ended December 31, 2022: ($ in thousands) Amount Balance as on September 30, 2022 $ 11,147 Addition of bitcoin 27,746 Sale of bitcoin ( 34,067 ) Bitcoin issued for services ( 134 ) Bitcoin issued for software ( 229 ) Realized loss on sale of bitcoin ( 517 ) Impairment loss ( 83 ) Balance as on December 31, 2022 $ 3,863 The Company's bitcoin holdings are not subject to rehypothecation and do not serve as collateral for any existing loans or agreements. |
Schedule of Financial Instruments | The following table presents the Company’s financial instruments that are measured and recorded at fair value on the Company’s balance sheets on a recurring basis, and their level within the fair value hierarchy as of December 31, 2022 and September 30, 2022: December 31, 2022 ($ in thousands) Amount Level 1 Level 2 Level 3 Derivative asset $ 1,685 $ — $ — $ 1,685 Investment in debt security 639 — — 639 Contingent consideration 4,840 4,840 — — Total $ 7,164 $ 4,840 $ — $ 2,324 September 30, 2022 ($ in thousands) Amount Level 1 Level 2 Level 3 Derivative asset $ 2,956 $ — $ — $ 2,956 Investment in debt security 610 — — 610 Total $ 3,566 $ — $ — $ 3,566 |
3. ACQUISITIONS (Tables)
3. ACQUISITIONS (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of MIG Consideration | The Company accounted for this transaction as an acquisition of a business. The fair value of the consideration given to the Sellers in connection with the transaction and the allocation of the purchase price in accordance with ASC 820 were as follows: ($ in thousands) Fair Value Cash $ 22,518 Financing provided by seller 6,500 1,590,175 shares of CLSK common stock 4,803 Total purchase price $ 33,821 Contingent Consideration Earn-out Shares of CLSK common stock 3,325 Megawatt earnout (up to $ 2,000 max) 2,000 Total contingent consideration $ 5,325 Total purchase sale agreement consideration-Combined $ 39,146 |
Schedule of MIG Purchase Price Allocation | ($ in thousands) Preliminary Right of use lease asset $ 5,010 Lease liability assumed ( 5,100 ) Building 13,654 Infrastructure asset 4,465 Miners 12,914 Machinery and equipment 160 Goodwill 8,043 Total $ 39,146 The contingent purchase price pertaining to the 1,100,890 earn-out shares has been classified as a liability in the Consolidated Balance Sheets in accordance with ASC 480, and accordingly is reported at fair value at the end of each reporting period. As of December 31, 2022, the fair value of this contingent liability was reduced to $ 2,840 from $ 3,325 resulting in a change in fair value of contingent consideration of $ 485 in other income expense in the consolidated statements of operations and comprehensive loss. |
Schedule of WAHA and SPRE Consideration | The Company determined the fair value of the consideration given to the Sellers in connection with the transaction and the allocation of the purchase price in accordance with ASC 820 were as follows: Consideration: Fair Value Cash $ 19,772 Financing provided by Seller 1,962 Mortgage assumed 2,158 Total Consideration $ 23,892 |
Schedule of WAHA and SPRE Purchase Price Allocation | Purchase Price Allocation Preliminary Land $ 100 Building/Improvements 14,700 Miners 9,092 Total $ 23,892 |
Schedule of Unaudited Pro Forma Information Assuming Acquisitions | The following is the unaudited pro forma information assuming the acquisition of Mawson and WAHA occurred on October 1, 2021: For the Three Months Ended ($ in thousands, except share and per share) December 31, 2021 Net sales from continuing operations $ 46,137 Income from continuing operations $ 16,662 Income from continuing operations per common share - basic $ 0.41 Weighted average common shares outstanding – basic 40,279,938 Income from continuing operations per common share - diluted $ 0.41 Weighted average common shares outstanding – diluted 40,485,761 |
4. DISCONTINUED OPERATIONS (Tab
4. DISCONTINUED OPERATIONS (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of discontinued operations | Provided below are the key areas of the financials that constitute the discontinued operations: December 31, 2022 September 30, 2022 ASSETS Current assets Accounts receivable, net $ 1,716 $ 2,813 Inventory 4,400 4,400 Prepaid expense and other current assets 331 213 Total current assets held for sale $ 6,447 $ 7,426 Property and equipment, net 11 11 Operating lease right of use asset 623 665 Intangible assets, net — 869 Long-term assets held for sale $ 634 $ 1,545 Total assets held for sale $ 7,081 $ 8,971 LIABILITIES Current liabilities Accounts payable and accrued liabilities $ 601 $ 919 Contract liabilities 63 117 Operating lease liability 166 163 Total current liabilities held for sale 830 1,199 Long-term liabilities Operating lease liability, net of current portion 469 512 Total liabilities held for sale $ 1,299 $ 1,711 For the three months ended December 31, December 31, Revenues, net Energy hardware, software and services revenue $ 101 $ 4,118 Total revenues, net 101 4,118 Costs and expenses Cost of revenues (exclusive of depreciation and amortization shown below) 48 3,074 Professional fees — 73 Payroll expenses 274 1,556 General and administrative expenses 31 304 Depreciation and amortization — 270 Total costs and expenses 353 5,277 Loss from operations $ ( 252 ) $ ( 1,159 ) Other income (expense) Gain on disposal of assets 1,710 — Interest (expense) income ( 1 ) 1 Total other income (expense) 1,709 1 Income (loss) before income tax (expense) or benefit 1,457 ( 1,158 ) Income tax (expense) or benefit — — Net income (loss) attributable to common shareholders $ 1,457 $ ( 1,158 ) |
5. INVESTMENTS (Tables)
5. INVESTMENTS (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Schedule of Investments [Abstract] | |
Summary of Reconciliation of carrying value of all investments | The following table sets forth a reconciliation of carrying value of all investments as of December 31, 2022: ($ in thousands) ILAL ILAL Balance as of September 30, 2022 $ 610 $ 2,956 Unrealized loss on derivative asset — ( 1,271 ) Unrealized gain on fair value recognized in Other comprehensive income 29 — Balance as of December 31, 2022 $ 639 $ 1,685 |
6. INTANGIBLE ASSETS (Tables)
6. INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consist of the following as of December 31, 2022 and September 30, 2022: December 31, 2022 September 30, 2022 ($ in thousands) Intangible assets Accumulated amortization Net intangible assets Intangible assets Accumulated amortization Net intangible assets Software $ 440 $ ( 11 ) $ 429 $ 210 $ — $ 210 Websites 23 ( 12 ) 11 23 ( 11 ) 12 Strategic Contract 9,800 ( 4,027 ) 5,773 9,800 ( 3,537 ) 6,263 Total $ 10,263 $ ( 4,050 ) $ 6,213 $ 10,033 $ ( 3,548 ) $ 6,485 |
Schedule of amortization expense of intangible assets | The Company expects to record amortization expense of intangible assets over the next 5 years and thereafter as follows: Fiscal Year ($ in thousands) December 31, 2022 Remainder of FY 2023 $ 1,550 2024 2,064 2025 2,060 2026 482 2027 46 Thereafter 11 Total $ 6,213 |
7. PROPERTY AND EQUIPMENT (Tabl
7. PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following: ($ in thousands) December 31, 2022 September 30, 2022 Land $ 2,978 $ 2,978 Land improvements 1,530 1,530 Building and improvements 50,973 32,332 Leasehold improvements 672 114 Miners 409,160 356,501 Mining equipment 18,437 17,587 Infrastructure 18,695 12,422 Machinery and equipment 1,525 1,269 Furniture and fixtures 337 331 Construction in progress 2,395 4,816 Total $ 506,702 $ 429,880 Less: accumulated depreciation ( 71,925 ) ( 53,099 ) Property and equipment, net $ 434,777 $ 376,781 |
8. LEASES (Tables)
8. LEASES (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Lease costs | The Company's lease costs recognized during the three months ended December 31, 2022 and 2021 in the unaudited Consolidated Statements of Operations and Comprehensive Income (loss) consist of the following: For the three months ended ($ in thousands) December 31, December 31, Operating lease cost (1) $ 113 $ 11 Finance lease cost: Depreciation expense of financed assets $ 80 $ 95 Interest on lease obligations $ 6 $ 11 (1) Included in general and administrative expenses |
Other Lease Information | Other lease information is as follows: For the three months ended ($ in thousands) December 31, December 31, Cash paid for amounts included in Operating cash outflows from operating leases $ 34 $ 33 Operating cash outflows from finance leases $ 6 $ 11 Financing cash outflows from finance leases $ 93 $ 92 |
Weighted-average Remaining Lease Terms | December 31, September 30, Weighted-average remaining lease term - 23.33 years 1.5 years Weighted-average remaining lease term - 1.57 years 1.53 years Weighted-average discount rate - operating leases 5.91 % 4.50 % Weighted-average discount rate - finance leases 5.50 % 5.50 % |
Contractual Maturity of Lease Liability | The following is a schedule of the Company's lease liabilities by contractual maturity as of December 31, 2022: ($ in thousands) Operating Finance Remainder of Fiscal 2023 $ 405 $ 185 2024 452 146 2025 456 22 2026 464 1 2027 376 — Thereafter 7,295 — Gross lease liabilities 9,448 354 Less: imputed interest ( 3,731 ) ( 7 ) Present value of lease liabilities $ 5,717 $ 347 Less: Current portion of lease liabilities ( 260 ) ( 218 ) Total lease liabilities, net of current portion $ 5,457 $ 129 |
11. STOCK WARRANTS (Tables)
11. STOCK WARRANTS (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Stock Warrants | |
Summary of stock warrant activity | The following is a summary of stock warrant activity during the three months ended December 31, 2022. Number of Weighted Balance, September 30, 2022 202,220 $ 13.03 Warrants granted — — Warrants expired — — Warrants canceled — — Warrants exercised — — Balance, December 31, 2022 202,220 $ 13.03 |
12. STOCK-BASED COMPENSATION (T
12. STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Option Summary | The following is a summary of stock option activity during the three months ended December 31, 2022: Number of Weighted Average Balance, September 30, 2022 1,418,938 19.11 Options granted 47,000 3.34 Options expired ( 25,000 ) 5.60 Options canceled/forfeited ( 55,886 ) 14.02 Options exercised — Balance, December 31, 2022 1,385,052 19.02 |
Fair Value Option, Disclosures | The Black-Scholes model utilized the following inputs to value the options granted during the three months ended December 31, 2022: Fair value assumptions Options: December 31, 2022 Risk free interest rate 1.04 % - 3.65 % Expected term (years) 4.99 - 7.35 Expected volatility 187.18 % - 533.00 % Expected dividends 0 % |
Schedule of Restricted Stock Summary | The following table summarizes the performance-based restricted stock units at the maximum award amounts based upon the respective performance share agreements. Actual shares that will vest depend on the attainment of the performance-based criteria. Number of Weighted Aggregate Outstanding at September 30, 2022 5,448,548 $ 4.93 $ 17,326 Granted 390,552 2.55 Vested ( 17,358 ) 9.77 Forfeited ( 4,048 ) 29.34 Outstanding at December 31, 2022 5,817,694 $ 4.73 $ 11,868 |
13. COMMITMENTS AND CONTINGEN_2
13. COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Contractual Future Payments Obligations | The following table sets forth certain information concerning our obligations to make contractual future payments towards our agreements as of December 31, 2022: ($ in thousands) Remainder of Fiscal Year 2023 Fiscal 2024 Fiscal 2025 Fiscal 2026 Fiscal 2027 Thereafter Total Recorded contractual obligations: Operating lease obligations $ 405 $ 452 $ 456 $ 464 $ 376 $ 7,295 $ 9,448 Finance Lease obligations 185 146 22 1 — — 354 Total $ 590 $ 598 $ 478 $ 465 $ 376 $ 7,295 $ 9,802 |
14. MAJOR CUSTOMERS AND VENDO_2
14. MAJOR CUSTOMERS AND VENDORS (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Purchase and Supply Commitment, Excluding Long-Term Commitment [Text Block] | For the three months ended December 31, 2022 and 2021, the Company had the following significant suppliers of mining equipment. Three Months Ended December 31, 2022 December 31, 2021 Cyptech Solutions 87.37 % 67.93 % Sunnyside Digital Inc. 11.22 % — Bitmain Technologies Ltd. — 32.07 % |
15. LOAN (Tables)
15. LOAN (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of loans outstanding | The following is a schedule of the Company's future loan payments and loan balance, net of debt discount, as of December 31, 2022: ($ in thousands) Maturity Date Rate Debt Balance, Net Master Equipment Financing Arrangement Apr-25 13.80 % $ 15,876 SPRE Commercial Group, Inc. Aug-23 12.00 % 1,332 Marquee Funding Partners Jul-26 - Feb-27 13.00 % 2,031 Auto & Equipment Loans Oct-28 0.99 - 9.20 % 364 Total Loans Outstanding $ 19,603 Less: current portion of long-term loans ( 7,504 ) Long-term loans, excluding current portion $ 12,099 |
Schedule of principal amount of loan maturities due over the years | ($ in thousands) 5-Year Loan Maturities Outstanding Loan FY 2023 FY 2024 FY 2025 FY 2026 FY 2027 Thereafter Total Master Equipment Financing Arrangement $ 4,329 $ 6,508 $ 5,222 $ — $ — $ — $ 16,059 SPRE Commercial Group, Inc. 1,332 — — — — — 1,332 Marquee Funding Partners 306 458 521 593 153 — 2,031 Auto & Equipment Loans 44 67 70 74 59 50 364 Total principal amount of loan payments by fiscal year $ 6,011 $ 7,033 $ 5,813 $ 667 $ 212 $ 50 $ 19,786 Unamortized deferred financing costs and discounts on Master Equipment Financing Arrangement ( 183 ) Total loan book value as of December 31, 2022 $ 19,603 |
1. ORGANIZATION (Details Narrat
1. ORGANIZATION (Details Narrative) | 3 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Entity Incorporation, Date of Incorporation | Oct. 15, 1987 |
2. SUMMARY OF SIGNIFICANT ACC_4
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 30, 2022 |
Accounting Policies [Abstract] | ||
Cash and cash equivalents, including restricted cash | $ 2,061 | $ 20,463 |
2. SUMMARY OF SIGNIFICANT ACC_5
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 30, 2022 |
Accounting Policies [Abstract] | ||
Accounts Receivable, gross | $ 250 | $ 247 |
Provision for doubtful allowances | (220) | (220) |
Total Accounts Receivable, net | $ 30 | $ 27 |
2. SUMMARY OF SIGNIFICANT ACC_6
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Basic Earnings and Diluted Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator | ||
(Loss) income from continuing operations | $ (30,488) | $ 15,644 |
Loss on discontinued operations | 1,457 | (1,158) |
Preferred stock dividends | $ 0 | $ 315 |
Denominator | ||
Weighted- average common shares outstanding, basic | 66,395,174 | 40,279,938 |
Weighted- average common shares outstanding, diluted | 66,395,174 | 40,485,761 |
(Loss) income from continuing operations per common share attributable to common shareholders | ||
Basic | $ (0.46) | $ 0.38 |
Diluted | (0.46) | 0.38 |
Basic | 0.02 | (0.03) |
Diluted | $ 0.02 | $ (0.03) |
Continuing Operations [Member] | ||
Numerator | ||
(Loss) income from continuing operations | $ (30,488) | $ 15,644 |
Preferred stock dividends | 0 | 315 |
(Loss) income from continuing operations attributable to common shareholders | $ (30,488) | $ 15,330 |
Denominator | ||
Weighted- average common shares outstanding, basic | 66,395,174 | 40,279,938 |
Dilutive impact of stock options and other share-based awards | 0 | 205,823 |
Weighted- average common shares outstanding, diluted | 66,395,174 | 40,485,761 |
(Loss) income from continuing operations per common share attributable to common shareholders | ||
Basic | $ (0.46) | $ 0.38 |
Diluted | $ (0.46) | $ 0.38 |
Discontinued Operations [Member] | ||
Numerator | ||
Loss on discontinued operations | $ 1,457 | $ (1,158) |
Denominator | ||
Weighted- average common shares outstanding, basic | 66,395,174 | 40,279,938 |
Dilutive impact of stock options and other share-based awards | 1,005,160 | 0 |
Weighted- average common shares outstanding, diluted | 67,400,334 | 40,279,938 |
(Loss) income from continuing operations per common share attributable to common shareholders | ||
Basic | $ 0.02 | $ (0.03) |
Diluted | $ 0.02 | $ (0.03) |
2. SUMMARY OF SIGNIFICANT ACC_7
2. SUMMARY OF SIGNIFICANT ACCOUNTING ACCOUNTING POLICIES - Useful Life of Property and Equipment (Details) | 3 Months Ended |
Dec. 31, 2022 | |
Land Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 15 years |
Building [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 30 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 15 years |
Miners [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Miners [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Mining Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Mining Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 15 years |
Infrastructure Asset [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 1 year |
Machinery and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 10 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 7 years |
2. SUMMARY OF SIGNIFICANT ACC_8
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Activities of Digital Currencies (Details) $ in Thousands | 3 Months Ended |
Dec. 31, 2022 USD ($) | |
Accounting Policies [Abstract] | |
Beginning Balance | $ 11,147 |
Addition of bitcoin | 27,746 |
Sale of bitcoin | (34,067) |
Bitcoin issued for services | (134) |
Bitcoin issued for software | (229) |
Realized loss on sale of bitcoin | (517) |
Impairment loss | (83) |
Ending balance | $ 3,863 |
2. SUMMARY OF SIGNIFICANT ACC_9
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 30, 2022 |
Net Investment Income [Line Items] | ||
Derivative asset | $ 1,685 | $ 2,956 |
Amount | ||
Net Investment Income [Line Items] | ||
Derivative asset | 1,685 | 2,956 |
Investment in debt security | 639 | 610 |
Contingent cash consideration | 4,840 | |
Total | 7,164 | 3,566 |
Level 1 | ||
Net Investment Income [Line Items] | ||
Derivative asset | 0 | 0 |
Investment in debt security | 0 | 0 |
Contingent cash consideration | 4,840 | |
Total | 4,840 | 0 |
Level 2 | ||
Net Investment Income [Line Items] | ||
Derivative asset | 0 | 0 |
Investment in debt security | 0 | 0 |
Contingent cash consideration | 0 | |
Total | 0 | 0 |
Level 3 | ||
Net Investment Income [Line Items] | ||
Derivative asset | 1,685 | 2,956 |
Investment in debt security | 639 | 610 |
Contingent cash consideration | 0 | |
Total | $ 2,324 | $ 3,566 |
2. SUMMARY OF SIGNIFICANT AC_10
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | |
Product Information [Line Items] | |||
Income (loss) from continuing operations | $ 30,488 | $ (15,644) | |
Net cash flows from operating activities from its continuing operations | 4,703 | 12,841 | |
Inventory | 392 | $ 216 | |
Income Tax Examination, Penalties Accrued | 0 | 0 | |
Income Tax Expense Benefit | 0 | $ 0 | |
FDIC Indemnification Asset, Period Increase (Decrease) | 1,811 | 20,213 | |
Uncertain tax positions | $ 0 | 0 | |
Common shares issued in relation to exercise of options | 0 | 52,061 | |
Goodwill, Impairment Loss | $ 0 | $ 0 | |
Bitcoin [Member] | |||
Product Information [Line Items] | |||
FDIC Indemnification Asset, Period Increase (Decrease) | $ 3,863 | $ 11,147 | |
Revenue From Rights Concentration Risk | Major Customers and Vendors | Revenue | |||
Product Information [Line Items] | |||
Concentration Risk Percentage | 10% |
ACQUISITIONS - Schedule of MIG
ACQUISITIONS - Schedule of MIG Consideration (Details) $ in Thousands | 3 Months Ended |
Dec. 31, 2022 USD ($) | |
Business Acquisition [Line Items] | |
1,590,175 shares of CLSK common stock | $ 4,803 |
MIG [Member] | |
Business Acquisition [Line Items] | |
Cash | 22,518 |
Financing provided by seller | 6,500 |
1,590,175 shares of CLSK common stock | 4,803 |
Total Purchase price | 33,821 |
Contingent Consideration | |
Up to 1,100,890 shares of CLSK common stock | 3,325 |
Megawatt earnout (up to $2 million max) | 2,000 |
Total contingent consideration | 5,325 |
Total | $ 39,146 |
Acquisitions - Schedule of MI_2
Acquisitions - Schedule of MIG Consideration (Parenthetical) (Details) - MIG [Member] $ in Millions | 3 Months Ended |
Dec. 31, 2022 USD ($) shares | |
Business Acquisition [Line Items] | |
Business acquisition purchase common stocks shares | shares | 1,590,175 |
Maximum [Member] | |
Business Acquisition [Line Items] | |
Megawatt earnout Contingent Consideration | $ | $ 2,000 |
ACQUISITIONS - Schedule of MI_3
ACQUISITIONS - Schedule of MIG Purchase Price Allocation (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Oct. 08, 2022 | Sep. 30, 2022 |
Business Acquisition [Line Items] | |||
Right of use lease asset | $ 5,482 | $ 551 | |
Miners | 409,160 | 356,501 | |
Machinery and equipment | 1,525 | 1,269 | |
Goodwill | $ 8,043 | $ 0 | |
MIG [Member] | Preliminary Allocation [Member] | |||
Business Acquisition [Line Items] | |||
Right of use lease asset | $ 5,010 | ||
Lease liability assumed | (5,100) | ||
Building | 13,654 | ||
Infrastructure asset | 4,465 | ||
Miners | 12,914 | ||
Machinery and equipment | 160 | ||
Goodwill | 8,043 | ||
Total assets acquired | $ 39,146 |
ACQUISITIONS - Schedule of WAHA
ACQUISITIONS - Schedule of WAHA and SPRE Consideration (Details) - WAHA and SPRE [Member] $ in Thousands | Aug. 17, 2022 USD ($) |
Business Acquisition [Line Items] | |
Cash | $ 19,772 |
Financing provided by Seller | 1,962 |
Mortgage assumed | 2,158 |
Total | $ 23,892 |
ACQUISITIONS - Schedule of WA_2
ACQUISITIONS - Schedule of WAHA and SPRE Purchase Price Allocation (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 30, 2022 | Aug. 17, 2022 |
Business Acquisition [Line Items] | |||
Miners | $ 409,160 | $ 356,501 | |
WAHA and SPRE [Member] | |||
Business Acquisition [Line Items] | |||
Total | $ 23,892 | ||
WAHA and SPRE [Member] | Preliminary Allocation [Member] | |||
Business Acquisition [Line Items] | |||
Land | 100 | ||
Building/Improvements | 14,700 | ||
Miners | 9,092 | ||
Total | $ 23,892 |
3. ACQUISITIONS - Schedule of U
3. ACQUISITIONS - Schedule of Unaudited Pro Forma Information Assuming Acquisitions (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||
Net sales from continuing operations | $ 27,819 | $ 37,125 |
Income from continuing operations | $ (29,031) | $ 14,171 |
Weighted average common shares outstanding - diluted | 66,395,174 | 40,485,761 |
Pro Forma Acquisitions [Member] | ||
Business Acquisition [Line Items] | ||
Net sales from continuing operations | $ 46,137 | |
Income from continuing operations | $ 16,662 | |
Income from continuing operations per common share - basic | $ 0.41 | |
Weighted average common shares outstanding - basic | 40,279,938 | |
Income from continuing operations per common share - diluted | $ 0.41 | |
Weighted average common shares outstanding - diluted | 40,485,761 |
3. ACQUISITIONS (Details Narrat
3. ACQUISITIONS (Details Narrative) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Oct. 08, 2022 USD ($) a | Aug. 17, 2022 | Dec. 31, 2022 USD ($) Servers $ / shares shares | Sep. 30, 2022 $ / shares | |
Business Acquisition [Line Items] | ||||
Common stock value per share | $ / shares | $ 0.001 | $ 0.001 | ||
1,590,175 shares of CLSK common stock | $ 4,803 | |||
ASC 480 [Member] | ||||
Business Acquisition [Line Items] | ||||
Acquisition of Contingent asset conversation of shares | shares | 1,100,890 | |||
Asset Acquisition, Consideration Transferred, Equity Interest Issued and Issuable | $ 3,325 | $ 2,840 | ||
Change in fair value of contingent consideration | 485 | |||
Building and Improvements [Member] | ||||
Business Acquisition [Line Items] | ||||
Property, plant and equipment, useful life | 30 years | |||
Miners [Member] | ||||
Business Acquisition [Line Items] | ||||
Property, plant and equipment, useful life | 3 years | |||
Georgia Power Agreement [Member] | ||||
Business Acquisition [Line Items] | ||||
Area of real property | a | 16.35 | |||
Mawson Purchase Agreement [Member] | ||||
Business Acquisition [Line Items] | ||||
Contingent cash consideration | $ 13,500,000 | |||
Business acquisition purchase common stocks shares | shares | 1,590,175 | |||
Common stock value per share | $ / shares | $ 0.001 | |||
Business acquisition purchase value | $ 4,800,000 | |||
Promissory notes | 6,500,000 | |||
Cash payment | $ 9,018,000 | |||
Business acquisition, shares issued, shares | shares | 1,100,890 | |||
Business acquisition, shares issued, value | $ 3,325,000 | |||
Earn-out payable | $ 2,000,000 | |||
Mining servers purchased | Servers | 150 | |||
Spre Commercial Group, Inc. & Waha Technologies, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Acquisition of land purchase and sale agreement | Additionally, on August 17, 2022, in connection with the Land Purchase and Sale Agreement, the Company completed the purchase of a mix of S19 and S19 J Pro bitcoin miners with a total processing power equal to approximately 341,985 terahashes, pursuant to an equipment purchase and sale agreement (together with the Land Purchase and Sale Agreement, the “Acquisition”), from Waha Technologies, Inc., a Georgia corporation (“WAHA”, collectively with the Seller "WAHA & SPRE" or the "Sellers"), an affiliate of the Seller. Pursuant to the Land Purchase and Sale Agreement and the Equipment Purchase and Sale Agreement the Company acquired substantially all of WAHA & SPRE's assets. The transaction was accounted for as an acquisition of a business. | |||
Closing of acquisition | Total consideration for the Property and miners consisted of (i) $1,962 in financing provided by the Seller to the Company at an interest rate of 12% per annum, to be repaid in 12 monthly installments of $174, (ii) the Company’s assumption of a mortgage with a maximum principal amount of $2,158 and an interest rate of 13% and (iii) $19,772 of cash consideration paid by the Company to the Seller. Acquisition related costs of $118, consisting primarily of legal and recording fees, were expensed as incurred in accordance with ASC 805 and are reflected in professional fees on the Consolidated Statements of Operations and Comprehensive Loss. |
4. DISCONTINUED OPERATIONS (Add
4. DISCONTINUED OPERATIONS (Additional Information) (Details) - USD ($) $ in Thousands | Nov. 30, 2022 | Dec. 31, 2022 | Sep. 30, 2022 |
Property, Plant and Equipment [Line Items] | |||
Current assets held for sale | $ 6,447 | $ 7,426 | |
Software Right | |||
Property, Plant and Equipment [Line Items] | |||
Current assets held for sale | $ 2,523 | ||
Net sales price | 813 | ||
Gain On Sales | $ 1,710 |
4. DISCONTINUED OPERATIONS - Su
4. DISCONTINUED OPERATIONS - Summary of balance sheet disclosure (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 30, 2022 |
Current assets | ||
Accounts receivable, net | $ 1,716 | $ 2,813 |
Inventory | 4,400 | 4,400 |
Prepaid expense and other current assets | 331 | 213 |
Total current assets held for sale | 6,447 | 7,426 |
Property and equipment, net | 11 | 11 |
Operating lease right of use asset | 623 | 665 |
Intangible assets, net | 0 | 869 |
Long-term assets held for sale | 634 | 1,545 |
Total assets held for sale | 7,081 | 8,971 |
Current liabilities | ||
Accounts payable and accrued liabilities | 601 | 919 |
Contract liabilities | 63 | 117 |
Operating lease liability | 166 | 163 |
Total current liabilities held for sale | 830 | 1,199 |
Long-term liabilities | ||
Operating lease liability, net of current portion | 469 | 512 |
Total liabilities held for sale | $ 1,299 | $ 1,711 |
4. DISCONTINUED OPERATIONS - _2
4. DISCONTINUED OPERATIONS - Summary of Income statement (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues, net | ||
Energy hardware, software and services revenue | $ 101 | $ 4,118 |
Total revenues, net | 101 | 4,118 |
Costs and expenses | ||
Cost of revenues (exclusive of depreciation and amortization shown below) | 48 | 3,074 |
Professional fees | 0 | 73 |
Payroll expenses | 274 | 1,556 |
General and administrative expenses | 31 | 304 |
Depreciation and amortization | 0 | 270 |
Total costs and expenses | (353) | 5,277 |
Loss from operations | (252) | (1,159) |
Other income (expense) | ||
Gain on disposal of assets | 1,710 | 0 |
Interest (expense) income | (1) | 1 |
Total other income (expense) | 1,709 | 1 |
Income (loss) before income tax (expense) or benefit | 1,457 | (1,158) |
Income tax (expense) or benefit | 0 | 0 |
Net income (loss) attributable to common shareholders | $ 1,457 | $ (1,158) |
5. INVESTMENTS - Reconciliation
5. INVESTMENTS - Reconciliation of carrying value of all investments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Investment Holdings [Line Items] | ||
Balance | $ 610 | |
Unrealized Gain (Loss) on Derivatives | 1,271 | $ 299 |
Impairment loss | (83) | |
Balance | 639 | |
ILAL Debt Securities [Member] | ||
Investment Holdings [Line Items] | ||
Balance | 610 | |
Unrealized Gain (Loss) on Derivatives | 0 | |
Unrealized gain on fair value recognized in Other comprehensive income | 29 | |
Balance | 639 | |
ILAL Derivative Asset [Member] | ||
Investment Holdings [Line Items] | ||
Balance | 2,956 | |
Unrealized Gain (Loss) on Derivatives | (1,271) | |
Balance | $ 1,685 |
5. INVESTMENTS (Details Narrati
5. INVESTMENTS (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Nov. 05, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | |
Investment Holdings [Line Items] | ||||
Investments | $ 2,324 | $ 3,566 | ||
Investment Owned, at Fair Value | 639 | 610 | ||
Loss on preferred stock other comprehensive income loss | 29 | $ 18 | ||
Other comprehensive income | 29 | 18 | ||
Unrealized Gain (Loss) on Derivatives | 1,271 | $ 299 | ||
Interest Receivable On Investment In Debt Securities [Member] | ||||
Investment Holdings [Line Items] | ||||
Prepaid Expense and Other Assets | 0 | |||
International Land Alliance | ||||
Investment Holdings [Line Items] | ||||
Investment Owned, Balance, Shares | 1,000 | |||
Investment Owned, Face Amount | $ 500 | |||
Debt Instrument, Convertible, Terms of Conversion Feature | The Series B Preferred Stock accrue cumulative in-kind accruals at a rate of 12% per annum and were redeemable on August 6, 2020. The Preferred Stock can be converted into common stock at a variable rate (refer to the discussion on embedded derivative assets below). This variable conversion ratio will increase by 10% with the occurrence of certain events. Since the investments were not redeemed on August 6, 2020, they are now redeemable at the Company`s option in cash or into common stock, based on the conversion ratio. The Preferred Stock is recorded as an available-for-sale ("AFS") debt security and is reported at its estimated fair value as of December 31, 2022. Any change in the fair values of AFS debt securities are reported net of income tax as an element of Other Comprehensive income. | |||
Amount [Member] | ||||
Investment Holdings [Line Items] | ||||
Derivative assets investment fair value | $ 1,685 | $ 2,956 |
6. INTANGIBLE ASSETS - Schedule
6. INTANGIBLE ASSETS - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 30, 2022 |
Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Software | $ 440 | $ 210 |
Websites | 23 | 23 |
Strategic Contract | 9,800 | 9,800 |
Total | 10,263 | 10,033 |
Accumulated Amortization [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Software | 11 | 0 |
Websites | (12) | (11) |
Strategic Contract | 4,027 | 3,537 |
Total | 4,050 | 3,548 |
Net Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Software | 429 | 210 |
Websites | 11 | 12 |
Strategic Contract | 5,773 | 6,263 |
Total | $ 6,213 | $ 6,485 |
6. INTANGIBLE ASSETS - Amortiza
6. INTANGIBLE ASSETS - Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2028 | Sep. 30, 2027 | Sep. 30, 2026 | Sep. 30, 2025 | Sep. 30, 2024 | Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||
Amortization of Intangible Assets | $ 502 | $ 959 | $ 11 | $ 46 | $ 482 | $ 2,060 | $ 2,064 | $ 1,550 |
Future amortization of intangible assets | $ 6,213 |
6. INTANGIBLE ASSETS (Details N
6. INTANGIBLE ASSETS (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2028 | Sep. 30, 2027 | Sep. 30, 2026 | Sep. 30, 2025 | Sep. 30, 2024 | Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||
Amortization of Intangible Assets | $ 502 | $ 959 | $ 11 | $ 46 | $ 482 | $ 2,060 | $ 2,064 | $ 1,550 |
6. PROPERTY AND EQUIPMENT, NET
6. PROPERTY AND EQUIPMENT, NET - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 30, 2022 |
Property, Plant and Equipment [Abstract] | ||
Land | $ 2,978 | $ 2,978 |
Land Improvements | 1,530 | 1,530 |
Building and improvements | 50,973 | 32,332 |
Leasehold improvements | 672 | 114 |
Miners | 409,160 | 356,501 |
Mining equipment | 18,437 | 17,587 |
Infrastructure | 18,695 | 12,422 |
Machinery and equipment | 1,525 | 1,269 |
Furniture and fixtures | 337 | 331 |
Construction in progress | 2,395 | 4,816 |
Total | 506,702 | 429,880 |
Less: accumulated depreciation | (71,925) | (53,099) |
Property and equipment, net | $ 434,777 | $ 376,781 |
6. PROPERTY AND EQUIPMENT (Deta
6. PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 18,827 | $ 6,468 | |
Property and equipment disposed value | 411 | ||
Loss on disposition of property and equipment | $ 278 | ||
Disposal of property and equipment | 0 | ||
Outstanding deposits | 5,814 | $ 12,497 | |
Prepaid expenses | 3,500 | ||
Mawson Acquisition | |||
Property, Plant and Equipment [Line Items] | |||
Purchased of mining equipment | 31,192 | ||
Miners [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Outstanding deposits | 5,814 | ||
Placed-in Service [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Purchased of mining equipment | 79,243 | ||
Miners and Mining Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Purchased of mining equipment | 53,510 | ||
Miners and Mining Equipment [Member] | Mawson Acquisition | |||
Property, Plant and Equipment [Line Items] | |||
Purchased of mining equipment | $ 12,914 |
8. LEASES (Additional Informati
8. LEASES (Additional Information) (Details) $ in Thousands | 3 Months Ended |
Dec. 31, 2022 USD ($) Term | |
Lessee, Lease, Description [Line Items] | |
Lease payments effective | 4% |
Mawson Infrastructure Group [Member] | Sandersville, GA [Member] | |
Lessee, Lease, Description [Line Items] | |
Lease term | 25 years |
Discount rate | 6% |
Quarterly lease payments | $ | $ 75 |
Lease extension | 3 years |
Lease Expiration Date | Jul. 31, 2023 |
Number of lease term | Term | 8 |
8. LEASES - Lease costs (Detail
8. LEASES - Lease costs (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Leases [Abstract] | |||
Operating lease cost (1) | [1] | $ 113 | $ 11 |
Finance lease cost: | |||
Depreciation expense financed assets | 80 | 95 | |
Interest on lease obligations | $ 6 | $ 11 | |
[1] (1) Included in general and administrative expenses |
8. LEASES - Other Lease Informa
8. LEASES - Other Lease Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Operating cash outflows from operating leases | $ 34 | $ 33 |
Operating cash outflows from finance leases | 6 | 11 |
Financing cash outflows from finance leases | $ 93 | $ 92 |
8. LEASES - Weighted-average Re
8. LEASES - Weighted-average Remaining Lease Terms (Details) | Dec. 31, 2022 | Sep. 30, 2022 |
Leases [Abstract] | ||
Weighted-average remaining lease term - operating leases | 23 years 3 months 29 days | 1 year 6 months |
Weighted-average remaining lease term - finance leases | 1 year 6 months 25 days | 1 year 6 months 10 days |
Weighted-average discount rate - operating leases | 5.91% | 4.50% |
Weighted-average discount rate - finance leases | 5.50% | 5.50% |
8. LEASES - Contractual Maturit
8. LEASES - Contractual Maturity of Lease Liability (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 30, 2022 |
Less: Current portion of lease liabilities | $ (260) | $ (113) |
Less: Current portion of lease liabilities | (218) | $ (260) |
Operating Lease [Member] | ||
2023 | 405 | |
2024 | 452 | |
2025 | 456 | |
2026 | 464 | |
2027 | 376 | |
Thereafter | 7,295 | |
Gross lease liabilities | 9,448 | |
Less: imputed interest | (3,731) | |
Present value of lease liabilities | 5,717 | |
Less: Current portion of lease liabilities | (260) | |
Total lease liabilities, net of current portion | 5,457 | |
Finance Lease [Member] | ||
2023 | 185 | |
2024 | 146 | |
2025 | 22 | |
2026 | 1 | |
2027 | 0 | |
Thereafter | 0 | |
Gross lease liabilities | 354 | |
Imputed interest | (7) | |
Present value of lease liabilities | 347 | |
Less: Current portion of lease liabilities | (218) | |
Total lease liabilities, net of current portion | $ 129 |
9. RELATED PARTY TRANSACTIONS (
9. RELATED PARTY TRANSACTIONS (Details Narrative) $ in Thousands | 3 Months Ended |
Dec. 31, 2021 USD ($) | |
Zachary Bradford Ownership | |
Related Party Transaction [Line Items] | |
Related party transaction, Ownership percentage by parent | 50% |
Blue Chip Accounting | |
Related Party Transaction [Line Items] | |
Payment for Administrative Fees | $ 47 |
Payments for Rent | $ 5 |
10. STOCKHOLDERS' EQUITY (Detai
10. STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 14, 2022 | Sep. 30, 2022 | Jun. 03, 2021 | |
Class of Stock [Line Items] | |||||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | |||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | |||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||
Common stock, shares issued | 71,743,930 | 55,661,337 | |||
Common stock, shares outstanding | 71,743,930 | 55,661,337 | |||
Preferred Stock, Shares Outstanding | 1,750,000 | 1,750,000 | |||
Preferred Stock, Shares Issued | 1,750,000 | 1,750,000 | |||
Common shares issued in relation to exercise of options | 0 | 52,061 | |||
Proceeds from equity offerings, net | $ 41,344 | $ 67,989 | |||
Common Stock, Value, Issued | $ 72 | $ 56 | |||
Seller Agreements Related to Business Acquisition [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, shares issued | 1,590,175 | 8,404 | |||
Settlement of contingent consideration related to business acquisition | $ 4,803 | $ 150 | |||
Restricted Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, shares issued | 11,210 | ||||
A T M [Member] | |||||
Class of Stock [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 14,481,208 | 4,017,652 | |||
Proceeds from equity offerings, net | $ 41,344 | $ 67,989 | |||
Common Stock, Value, Issued | $ 500,000 | ||||
A T M [Member] | Minimum [Member] | |||||
Class of Stock [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 100,000,000 | ||||
A T M [Member] | Maximum [Member] | |||||
Class of Stock [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 300,000,000 | ||||
At-the-Market offering facility [Member] | |||||
Class of Stock [Line Items] | |||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | ||||
Aggregate Gross Offering Prices | $ 500,000 |
11. STOCK WARRANTS - Summary of
11. STOCK WARRANTS - Summary of stock warrant activity (Details) | 3 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Stock Warrants | |
Warrant Shares, Beginning Balance | shares | 202,220 |
Warrant Shares, Granted | shares | 0 |
Warrant Shares, Expired | shares | 0 |
Warrant Shares, Canceled | shares | 0 |
Warrant Shares, Exercised | shares | 0 |
Warrant Shares, Ending Balance | shares | 202,220 |
Weighted Average Outstanding at Beginning Balance | $ / shares | $ 13.03 |
Weighted Average Exercise, Granted | $ / shares | 0 |
Weighted Average Exercise, Expired | $ / shares | 0 |
Weighted Average Exercise, Canceled | $ / shares | 0 |
Weighted Average Exercise, Exercised | $ / shares | 0 |
Weighted Average Exercise, Ending Balance | $ / shares | $ 13.03 |
11. STOCK WARRANTS (Details Nar
11. STOCK WARRANTS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Dec. 31, 2022 | Sep. 30, 2022 | |
Weighted average outstanding warrants term | 2 years 8 months 4 days | |
Weighted average outstanding warrants intrinsic value | $ 0 | |
Exercise of warrants | 0 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number | 202,220 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 0 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 13.03 | $ 13.03 |
12. STOCK-BASED COMPENSATION -
12. STOCK-BASED COMPENSATION - Schedule of Option Summary (Details) - $ / shares | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Number of Option Shares, Beginning Balance | 1,418,938 | |
Options granted | 47,000 | |
Options expired | (25,000) | |
Options canceled/forfeited | (55,886) | |
Options exercised | 0 | (52,061) |
Number of Option Shares, Ending Balance | 1,385,052 | |
Weighted Average Exercise Price, Beginning Balance | $ 19.11 | |
Weighted Average Exercise Price, Options granted | 3.34 | |
Weighted Average Exercise, Options expired | 5.60 | |
Weighted Average Exercise Price, Options canceled/forfeited | 14.02 | |
Weighted Average Exercise Price Ending Balance | $ 19.02 |
12. STOCK-BASED COMPENSATION _2
12. STOCK-BASED COMPENSATION - Fair Value Assumptions 2021 (Details) | 3 Months Ended |
Dec. 31, 2022 USD ($) | |
Expected dividends | $ 0 |
Minimum [Member] | |
Risk free interest rate | 1.04% |
Expected term (years) | 4 years 11 months 26 days |
Expected volatility | 187.18% |
Maximum [Member] | |
Risk free interest rate | 3.65% |
Expected term (years) | 7 years 4 months 6 days |
Expected volatility | 533% |
12. STOCK-BASED COMPENSATION _3
12. STOCK-BASED COMPENSATION - Schedule of Restricted Stock Summary (Details) | 3 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Class of Stock [Line Items] | |
Number of Option Shares, Beginning Balance | shares | 1,418,938 |
Weighted Average Outstanding at Beginning Balance | $ 13.03 |
Weighted Average Exercise, Granted | 0 |
Weighted Average Exercise, Expired | $ 0 |
Number of Option Shares, Ending Balance | shares | 1,385,052 |
Weighted Average Exercise, Ending Balance | $ 13.03 |
Restricted [Member] | |
Class of Stock [Line Items] | |
Number of Option Shares, Beginning Balance | shares | 5,448,548 |
Weighted Average Outstanding at Beginning Balance | $ 4.93 |
Aggregate Intrinsic Value Outstanding at Beginning | $ | $ 17,326 |
Number of Shares, Granted | shares | 390,552 |
Weighted Average Exercise, Granted | $ 2.55 |
Vested | shares | (17,358) |
Weighted Average Exercise, Vested | $ 9.77 |
Number of Shares, Forfeited | shares | (4,048) |
Weighted Average Exercise, Expired | $ 29.34 |
Number of Option Shares, Ending Balance | shares | 5,817,694 |
Weighted Average Exercise, Ending Balance | $ 4.73 |
Aggregate Intrinsic Value Outstanding at Ending | $ | $ 11,868 |
12. STOCK-BASED COMPENSATION (D
12. STOCK-BASED COMPENSATION (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Share-based Payment Arrangement, Noncash Expense | $ 5,878 | $ 5,749 |
Shares of common stock in the Company there are options exercisable to purchase | 830,572 | |
unvested options outstanding | 554,480 | |
Weighted average remaining term of outstanding options | 6 years 7 months 6 days | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 0 | 52,061 |
Proceeds from exercise of options and warrants | $ 0 | $ 282 |
Minimum [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 4 years 11 months 26 days | |
Maximum [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 7 years 4 months 6 days | |
Options [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Share-based Payment Arrangement, Noncash Expense | $ 11,691 | |
Total fair value to purchase shares of common stock to employees | $ 157 | |
Employees [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 47,000 | |
Restricted Stock Units (RSUs) [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 390,552 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term | 2 years 6 months | |
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-Based Compensation Cost | $ 22,760 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Weighted Average Grant Date Fair Value | $ 800 | |
Restricted Stock Units (RSUs) [Member] | Board of Directors [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 355,552 |
13. COMMITMENTS AND CONTINGEN_3
13. COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | ||||||
Jan. 27, 2023 | Jan. 13, 2023 | Jul. 25, 2022 | Dec. 31, 2022 | Aug. 18, 2022 | Mar. 29, 2022 | Aug. 31, 2019 | |
Long-term Purchase Commitment [Line Items] | |||||||
Contractual future payment obligations | $ 9,802,000 | ||||||
Miners [Member] | |||||||
Long-term Purchase Commitment [Line Items] | |||||||
Long Term Purchase Commitment Amount | 0 | ||||||
Mining Equipment [Member] | |||||||
Long-term Purchase Commitment [Line Items] | |||||||
Long Term Purchase Commitment Amount | $ 0 | ||||||
Solar Watt Solutions, Inc., v. Pathion, Inc. [Member] | |||||||
Long-term Purchase Commitment [Line Items] | |||||||
Lawsuit filing date | January 6, 2022 | ||||||
Amount paid for solar batteries | $ 418,606 | ||||||
Electricity cost per month | $ 15,000 | ||||||
Amount of claim in suit | 500,000 | ||||||
Solar Watt Solutions, Inc. [Member] | |||||||
Long-term Purchase Commitment [Line Items] | |||||||
Awarded Sanction | $ 1,750 | ||||||
Darfon America Corp [Member] | |||||||
Long-term Purchase Commitment [Line Items] | |||||||
Damages and Additional Costs and Fees | $ 5,400,000 | ||||||
Darfon America Corp [Member] | Subsequent Event [Member] | |||||||
Long-term Purchase Commitment [Line Items] | |||||||
Legal Fees | $ 1,100,000 | ||||||
Lancium [Member] | Agreement [Member] | |||||||
Long-term Purchase Commitment [Line Items] | |||||||
Initial term | 5 years | ||||||
Renewal term | 2 years | ||||||
Notice period for agreement Non-renew | 90 days | ||||||
Mawson Purchase Agreement [Member] | |||||||
Long-term Purchase Commitment [Line Items] | |||||||
Damages and Additional Costs and Fees | $ 2,000 | ||||||
Business acquisition, shares issued, shares | 1,100,890 | ||||||
Common stock released, shares | $ 3,325,000,000 | ||||||
Mawson Purchase Agreement [Member] | Subsequent Event [Member] | |||||||
Long-term Purchase Commitment [Line Items] | |||||||
Business acquisition, shares issued, shares | 1,100,890 | ||||||
Business acquisition, shares issued, shares | 1,100,890 | ||||||
Business acquisition shares issued, value | $ 2,840,000 | ||||||
Contingent Consideration [Member] | Mawson Purchase Agreement [Member] | |||||||
Long-term Purchase Commitment [Line Items] | |||||||
Business acquisition, shares issued, shares | 1,100,890 | ||||||
Common stock released, shares | $ 3,325 |
13. COMMITMENTS AND CONTINGEN_4
13. COMMITMENTS AND CONTINGENCIES - Schedule of Contractual Future Payments Obligations (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Product Liability Contingency [Line Items] | |
Remainder of Fiscal Year 2023 | $ 590 |
Fiscal 2024 | 598 |
Fiscal 2025 | 478 |
Fiscal 2026 | 465 |
Fiscal 2027 | 376 |
Thereafter | 7,295 |
Total | 9,802 |
Finance Lease [Member] | |
Product Liability Contingency [Line Items] | |
Remainder of Fiscal Year 2023 | 185 |
Fiscal 2024 | 146 |
Fiscal 2025 | 22 |
Fiscal 2026 | 1 |
Fiscal 2027 | 0 |
Thereafter | 0 |
Total | 354 |
Operating Lease [Member[ | |
Product Liability Contingency [Line Items] | |
Remainder of Fiscal Year 2023 | 405 |
Fiscal 2024 | 452 |
Fiscal 2025 | 456 |
Fiscal 2026 | 464 |
Fiscal 2027 | 376 |
Thereafter | 7,295 |
Total | $ 9,448 |
14. MAJOR CUSTOMERS AND VENDO_3
14. MAJOR CUSTOMERS AND VENDORS (Additional Information) (Details) - Operator | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Bitcoin | ||
Representation of company's revenue, percent | 98% | |
Mining pool operator | ||
Representation of company's revenue, percent | 98% | |
Mining pool operator | 1 | 1 |
14. MAJOR CUSTOMERS AND VENDO_4
14. MAJOR CUSTOMERS AND VENDORS - Digital currency mining segment major suppliers (Details) - Customer Concentration Risk [Member] - Accounts Receivable [Member] | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cyptech Solutions | ||
Concentration Risk, Percentage | 87.37% | 67.93% |
Sunnyside Digital Inc. | ||
Concentration Risk, Percentage | 11.22% | 0% |
Bitmain Technologies Ltd. | ||
Concentration Risk, Percentage | 0% | 32.07% |
15. LOAN (Additional Informatio
15. LOAN (Additional Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 22, 2022 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Loans payable, net of current portion | $ 19,786 | |
Gross loan outstanding | (183) | |
Principal payments on loans | 8,430 | |
Auto Loans [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Debt Instrument, Face Amount | 364 | |
Auto Loans [Member] | Separate Agreements [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Debt Instrument, Face Amount | $ 164 | |
Auto Loans [Member] | Maximum [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 9.20% | |
Debt Instrument, Term | 72 months | |
Auto Loans [Member] | Maximum [Member] | Separate Agreements [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 2.90% | |
Debt Instrument, Term | 60 months | |
Auto Loans [Member] | Minimum [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 0.99% | |
Debt Instrument, Term | 48 months | |
Auto Loans [Member] | Minimum [Member] | Separate Agreements [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 0.99% | |
Debt Instrument, Term | 48 months | |
Trinity Capital Inc [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Borrowings to finance | $ 35,000 | |
Loan received | 20,000 | |
Remaining fundable amount | $ 15,000 | |
Loan commitment fee | 1% | |
SPRE Commercial Group [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Closing cost | $ 174 | |
Debt Instrument, Interest Rate, Stated Percentage | 12% | |
Marquee Funding Partners [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 13% | |
Loans Assumed | $ 2,031 | |
Marquee Funding Partners [Member] | Maximum [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Debt Instrument, Term | 54 months | |
Marquee Funding Partners [Member] | Minimum [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Debt Instrument, Term | 47 months |
15. LOAN - Schedule of Loans Ou
15. LOAN - Schedule of Loans Outstanding (Details) $ in Thousands | 3 Months Ended |
Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | |
Total Loans Outstanding | $ 19,603 |
Less: current portion of long-term loans | (7,504) |
Long-Term Debt, Total | $ 12,099 |
Auto Loans [Member] | |
Debt Instrument [Line Items] | |
Maturity Date | Oct-28 |
Total Loans Outstanding | $ 364 |
Auto Loans [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Rate | 0.99% |
Auto Loans [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Rate | 9.20% |
Master Equipment Financing Arrangment [Member] | |
Debt Instrument [Line Items] | |
Maturity Date | Apr-25 |
Rate | 13.80% |
Total Loans Outstanding | $ 15,876 |
SPRE Commercial Group [Member] | |
Debt Instrument [Line Items] | |
Maturity Date | Aug-23 |
Rate | 12% |
Total Loans Outstanding | $ 1,332 |
Marquee Funding Partners [Member] | |
Debt Instrument [Line Items] | |
Maturity Date | Jul-26 - Feb-27 |
Rate | 13% |
Total Loans Outstanding | $ 2,031 |
15. LOAN - Schedule of Principa
15. LOAN - Schedule of Principal Amount of Loan Maturities Due Over The Years (Details) $ in Thousands | 3 Months Ended |
Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | |
Total principal amount of loan payments by fiscal year | $ 19,786 |
Unamortized deferred financing costs and discounts on Master Equipment Financing Arrangement | (183) |
Total loan book value as of December 30, 2022 | 19,603 |
FY 2023 [Member] | |
Debt Instrument [Line Items] | |
Total principal amount of loan payments by fiscal year | 6,011 |
FY 2024 [Member] | |
Debt Instrument [Line Items] | |
Total principal amount of loan payments by fiscal year | 7,033 |
FY 2025 [Member] | |
Debt Instrument [Line Items] | |
Total principal amount of loan payments by fiscal year | 5,813 |
FY 2026 [Member] | |
Debt Instrument [Line Items] | |
Total principal amount of loan payments by fiscal year | 667 |
FY 2027 [Member] | |
Debt Instrument [Line Items] | |
Total principal amount of loan payments by fiscal year | 212 |
Thereafter [Member] | |
Debt Instrument [Line Items] | |
Total principal amount of loan payments by fiscal year | 50 |
Master Equipment Financing Arrangment [Member] | |
Debt Instrument [Line Items] | |
Total principal amount of loan payments by fiscal year | 16,059 |
Master Equipment Financing Arrangment [Member] | FY 2023 [Member] | |
Debt Instrument [Line Items] | |
Total principal amount of loan payments by fiscal year | 4,329 |
Master Equipment Financing Arrangment [Member] | FY 2024 [Member] | |
Debt Instrument [Line Items] | |
Total principal amount of loan payments by fiscal year | 6,508 |
Master Equipment Financing Arrangment [Member] | FY 2025 [Member] | |
Debt Instrument [Line Items] | |
Total principal amount of loan payments by fiscal year | 5,222 |
Master Equipment Financing Arrangment [Member] | FY 2026 [Member] | |
Debt Instrument [Line Items] | |
Total principal amount of loan payments by fiscal year | 0 |
Master Equipment Financing Arrangment [Member] | FY 2027 [Member] | |
Debt Instrument [Line Items] | |
Total principal amount of loan payments by fiscal year | 0 |
Master Equipment Financing Arrangment [Member] | Thereafter [Member] | |
Debt Instrument [Line Items] | |
Total principal amount of loan payments by fiscal year | 0 |
SPRE Commercial Group, Inc. [Member] | |
Debt Instrument [Line Items] | |
Total principal amount of loan payments by fiscal year | 1,332 |
SPRE Commercial Group, Inc. [Member] | FY 2023 [Member] | |
Debt Instrument [Line Items] | |
Total principal amount of loan payments by fiscal year | 1,332 |
SPRE Commercial Group, Inc. [Member] | FY 2024 [Member] | |
Debt Instrument [Line Items] | |
Total principal amount of loan payments by fiscal year | 0 |
SPRE Commercial Group, Inc. [Member] | FY 2025 [Member] | |
Debt Instrument [Line Items] | |
Total principal amount of loan payments by fiscal year | 0 |
SPRE Commercial Group, Inc. [Member] | FY 2026 [Member] | |
Debt Instrument [Line Items] | |
Total principal amount of loan payments by fiscal year | 0 |
SPRE Commercial Group, Inc. [Member] | FY 2027 [Member] | |
Debt Instrument [Line Items] | |
Total principal amount of loan payments by fiscal year | 0 |
SPRE Commercial Group, Inc. [Member] | Thereafter [Member] | |
Debt Instrument [Line Items] | |
Total principal amount of loan payments by fiscal year | 0 |
Marquee Funding Partners [Member] | |
Debt Instrument [Line Items] | |
Total principal amount of loan payments by fiscal year | 2,031 |
Marquee Funding Partners [Member] | FY 2023 [Member] | |
Debt Instrument [Line Items] | |
Total principal amount of loan payments by fiscal year | 306 |
Marquee Funding Partners [Member] | FY 2024 [Member] | |
Debt Instrument [Line Items] | |
Total principal amount of loan payments by fiscal year | 458 |
Marquee Funding Partners [Member] | FY 2025 [Member] | |
Debt Instrument [Line Items] | |
Total principal amount of loan payments by fiscal year | 521 |
Marquee Funding Partners [Member] | FY 2026 [Member] | |
Debt Instrument [Line Items] | |
Total principal amount of loan payments by fiscal year | 593 |
Marquee Funding Partners [Member] | FY 2027 [Member] | |
Debt Instrument [Line Items] | |
Total principal amount of loan payments by fiscal year | 153 |
Auto Loan Member | |
Debt Instrument [Line Items] | |
Total principal amount of loan payments by fiscal year | 364 |
Auto Loan Member | FY 2023 [Member] | |
Debt Instrument [Line Items] | |
Total principal amount of loan payments by fiscal year | 44 |
Auto Loan Member | FY 2024 [Member] | |
Debt Instrument [Line Items] | |
Total principal amount of loan payments by fiscal year | 67 |
Auto Loan Member | FY 2025 [Member] | |
Debt Instrument [Line Items] | |
Total principal amount of loan payments by fiscal year | 70 |
Auto Loan Member | FY 2026 [Member] | |
Debt Instrument [Line Items] | |
Total principal amount of loan payments by fiscal year | 74 |
Auto Loan Member | FY 2027 [Member] | |
Debt Instrument [Line Items] | |
Total principal amount of loan payments by fiscal year | 59 |
Auto Loan Member | Thereafter [Member] | |
Debt Instrument [Line Items] | |
Total principal amount of loan payments by fiscal year | $ 50 |
SUBSEQUENT EVENTS (Additional I
SUBSEQUENT EVENTS (Additional Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Jan. 13, 2023 | Jan. 01, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 07, 2023 | |
Subsequent Event [Line Items] | |||||
Proceeds from equity offerings, net | $ 41,344 | $ 67,989 | |||
Mawson Purchase Agreement [Member] | |||||
Subsequent Event [Line Items] | |||||
Business acquisition, shares issued, shares | 1,100,890 | ||||
A T M [Member] | |||||
Subsequent Event [Line Items] | |||||
Proceeds from equity offerings, net | $ 41,344 | $ 67,989 | |||
Subsequent Event [Member] | Mawson Purchase Agreement [Member] | |||||
Subsequent Event [Line Items] | |||||
Business acquisition, shares issued, shares | 1,100,890 | ||||
Business acquisition shares issued, value | $ 2,840 | ||||
Subsequent Event [Member] | Solar Watt Solutions [Member] | |||||
Subsequent Event [Line Items] | |||||
Sell inventory from discontinued operations | $ 4,610 | ||||
Subsequent Event [Member] | A T M [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock shares issued | 5,252,858 | ||||
Proceeds from equity offerings, net | $ 12,889 |