LEASES

6 Months Ended

Jun. 30, 2023

LEASES

LEASES

NOTE 7 — LEASES

Effective in May 2021, the Company entered into a ground lease (the “Ground Lease”) related to its planned bitcoin mining facility in New York with a counterparty which is a related party due to control by a member of Company management. The Ground Lease includes fixed payments and contingent payments, including an annual escalation based on the change in the Consumer Price Index as well as the Company’s proportionate share of the landlord’s cost to own, operate and maintain the premises. The Ground Lease originally had an initial term of five years commencing in May 2021 and a renewal term of five years at the option of the Company, subject to the Company not then being in default, as defined. In July 2022, the Ground Lease was amended to increase the initial term of the lease to eight years and to amend certain other non-financial sections to adjust environmental obligations, site access rights and leasehold mortgage rights. In September 2022, the compensation due to the landlord for entering into the lease amendment was finalized with a compensatory amount of $12.0 million, issuable in shares of Common Stock determined using a trailing volume weighted average price. In September 2022, the Company issued 8,510,638 shares in satisfaction of this obligation. The Common Stock issued had a fair value of $11.5 million at the date of issuance. The Ground Lease, which is classified as an operating lease, was remeasured as of the date of the amendment, resulting in an increase of $11.2 million to both right-of-use asset and operating lease liability in the consolidated balance sheets. The Ground Lease remained classified as an operating lease based on the remeasurement analysis that utilized a discount rate of 12.6%, which was an estimate of the Company’s incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at the remeasurement date. Upon expiration of the lease, the buildings and improvements on the premises will revert to the landlord in good order. For the three and six months ended June 30, 2023, the Company recorded operating lease expense of $330,000 and $669,000, respectively, including contingent expense of $50,000 and $108,000, respectively, in operating expenses – related party in the consolidated statements of operations and made cash lease payments of $344,000 and $654,000, respectively. For the three and six months ended June 30, 2022, the Company recorded operating lease expense of $50,000 and $99,000, respectively, including contingent expense of $12,000 and $25,000, respectively, in operating expenses – related party in the consolidated statements of operations and made cash lease payments $0 and of $50,000, respectively. The remaining lease term based on the terms of the amended Ground Lease as of June 30, 2023 is 10.9 years.

The following is a maturity analysis of the annual undiscounted cash flows of the estimated operating lease liabilities as of June 30, 2023 (in thousands):

Year ending December 31:
2023	$	82
2024		163
2025		163
2026		163
2027		163
Thereafter		1,045
	$	1,779

A reconciliation of the undiscounted cash flows to the operating lease liabilities recognized in the consolidated balance sheet as of June 30, 2023 follows (in thousands):

Undiscounted cash flows of the operating lease	$	1,779
Unamortized discount		810
Total operating lease liability		969
Current portion of operating lease liability		45
Operating lease liability, net of current portion	$	924

During the six months ended June 30, 2022, the Company entered into a short-term lease arrangement for digital currency mining equipment. The term of the operating lease was two months and concluded in May 2022.  There were no variable charges under this arrangement.  For the three and six months ended June 30, 2022, lease expense related to this arrangement of $885,000 and $1.3 million, respectively, was recorded in operating expenses in the consolidated statements of operations.  The Company periodically enters into short term lease arrangements for operating equipment and recorded $5,000 and $122,000 under these short-term lease arrangements in operating expenses in the consolidated statements of operations for the three and six months ended June 30, 2023, respectively, and $0 for each of the three and six months ended June 30, 2022.