ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS

12 Months Ended

Dec. 31, 2022

ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS

ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS

NOTE 4 – ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS

Upon acquisition, the RM 101 business met the assets held-for-sale and discontinued operations criteria and is reflected as discontinued operations held for sale in these consolidated financial statements. The Company determined that the RM 101 business qualified as assets held for sale as management committed to a plan to sell the business, the business was in readily sellable form and it was deemed probable that the business would be sold in a twelve-month period. The structure of the business combination, through the CVR Agreement, contemplated the sale of the RM 101 legacy business whereby the Company would become solely a bitcoin mining focused entity. The Merger Agreement required RM 101, after the Closing, to use its reasonable best efforts to consummate a sale of its legacy business as soon as reasonably practicable. The CVR Agreement provides that 95% of the net proceeds of the disposition, as defined, of the RM 101 business accrue to the historical stockholders of RM 101 if the disposition is consummated within eighteen months from the Closing. As of December 31, 2022, all assets previously held for sale had been sold. In accordance with the CVR Agreement, on March 1, 2023, the Company made an initial distribution of $3.8 million of proceeds to the CVR holders.

The assets and liabilities of RM 101, if any, are presented separately in current assets held for sale and current liabilities held for sale, respectively, in the consolidated balance sheets at December 31, 2022 and 2021, and consist of the following (in thousands):

	December 31, 2022		December 31, 2021
Trade receivables	$	—	$	1,327
Inventories		—		3,737
Prepaid expenses and other current assets		—		944
Property, plant and equipment		—		10,036
Intangible assets		—		3,304
Current assets held for sale	$	—	$	19,348
Accounts payable	$	—	$	1,207
Accrued compensation		—		439
Other accrued liabilities		—		109
Current liabilities held for sale	$	—	$	1,755

During the year ended December 31, 2022, the Company determined that change in circumstance indicated that the then carrying amount of the RM 101’s long-lived assets may not have been recoverable and recognized an impairment loss in loss on discontinued operations, net of tax of $4.5 million to write down the related carrying amounts to their fair values less estimated cost to sell. The loss

from discontinued operations, net of tax presented in the consolidated statement of operations for the year ended December 31, 2022 and the period February 8, 2021 (date of inception) to December 31, 2021 consists of the following (in thousands):

			Period February 8, 2021 (date of
	Year Ended		inception) to
	December 31,		December 31,
	2022		2021
Net sales	$	10,843	$	676
Cost of goods sold		8,129		487
Gross profit		2,714		189
Selling, general and administrative expenses		3,451		388
Research and development expenses		437		20
Impairment on remeasurement or classification as held for sale		4,541		48,887
Loss on sale of net assets held for sale		239		—
Loss from discontinued operations before other income		(5,954)		(49,106)
Interest expense		(12)		—
Other income		23		—
Loss from discontinued operations before income tax		(5,943)		(49,106)
Income tax expense		(14)		—
Loss from discontinued operations, net of tax	$	(5,957)	$	(49,106)

Loss from discontinued operations, net of tax in the consolidated statement of operations for the year ended December 31, 2022 also includes the $1.1 million gain on CVR remeasurement.  Total cash flows used in operating activities from discontinued operations was $1.8 million and $3.0 million in the consolidated statements of cash flows for the year ended December 31, 2022 and the period February 8, 2021 (date of inception) to December 31, 2021, respectively.