UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Mark One)
For the quarterly period ended
OR
For the transition period from _______ to _______
Commission File Number
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
(The Nasdaq Capital Market) |
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§
232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such
files).
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company | |||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No
As of November 5, 2021, there were
Ecoark Holdings, Inc.
INDEX
i
PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
Table of Contents
1
ECOARK HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2021 (UNAUDITED) AND MARCH 31, 2021
(in thousands, except per share data)
| SEPTEMBER 30, | MARCH 31, | |||||||
| 2021 | 2021 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash ($ | $ | $ | ||||||
| Accounts receivable, net of allowance of $ | ||||||||
| Inventories - Crude Oil | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| NON-CURRENT ASSETS: | ||||||||
| Property and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Oil and gas properties, full cost-method | ||||||||
| Capitalized drilling costs, net of depletion | ||||||||
| Goodwill | ||||||||
| Right of use assets - financing leases | ||||||||
| Right of use assets - operating leases | ||||||||
| Non-current assets of discontinued operations | ||||||||
| Total non-current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| LIABILITIES | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued liabilities | ||||||||
| Warrant derivative liabilities | ||||||||
| Current portion of long-term debt | ||||||||
| Note payable - related parties | ||||||||
| Current portion of lease liability - financing leases | ||||||||
| Current portion of lease liability - operating leases | ||||||||
| Current liabilities of discontinued operations | ||||||||
| Total current liabilities | ||||||||
| NON-CURRENT LIABILITIES | ||||||||
| Lease liability - financing leases, net of current portion | ||||||||
| Lease liability - operating leases, net of current portion | ||||||||
| Long-term debt, net of current portion | ||||||||
| Asset retirement obligations | ||||||||
| Total non-current liabilities | ||||||||
| Total Liabilities | ||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| STOCKHOLDERS’ EQUITY (Numbers of shares rounded to thousands) | ||||||||
| Preferred stock, $ | ||||||||
| Common stock, $ | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Treasury stock, at cost | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
2
ECOARK HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE SIX AND THREE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020
(in thousands, except per share data)
| SIX MONTHS ENDED | THREE MONTHS ENDED | |||||||||||||||
| SEPTEMBER 30, | SEPTEMBER 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| CONTINUING OPERATIONS: | ||||||||||||||||
| REVENUES | $ | $ | $ | $ | ||||||||||||
| COST OF REVENUES | ||||||||||||||||
| GROSS PROFIT | ||||||||||||||||
| OPERATING EXPENSES | ||||||||||||||||
| Salaries and salaries related costs | ||||||||||||||||
| Professional and consulting fees | ||||||||||||||||
| Oilfield supplies and repairs | ||||||||||||||||
| Selling, general and administrative costs | ||||||||||||||||
| Depreciation, amortization, depletion, and accretion | ||||||||||||||||
| Research and development | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| LOSS FROM OPERATIONS BEFORE OTHER INCOME (EXPENSES) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| OTHER INCOME (EXPENSE) | ||||||||||||||||
| Change in fair value of derivative liabilities | ( | ) | ( | ) | ||||||||||||
| Gain (loss) on exchange of warrants for common stock | ||||||||||||||||
| Loss on conversion of long-term debt and accrued expenses | ( | ) | ( | ) | ||||||||||||
| Gain (loss) on disposal of fixed assets | ( | ) | ||||||||||||||
| Loss on abandonment of oil and gas property | ( | ) | ||||||||||||||
| Gain on disposal of ARO related to sale of oil and gas property | ||||||||||||||||
| Gain on sale of oil and gas property | ||||||||||||||||
| Interest expense, net of interest income | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total other income (expense) | ( | ) | ( | ) | ||||||||||||
| INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE DISCONTINUED OPERATIONS AND (PROVISION) FOR INCOME TAXES | ( | ) | ( | ) | ( | ) | ||||||||||
| DISCONTINUED OPERATIONS: | ||||||||||||||||
| Loss from discontinued operations | ||||||||||||||||
| Gain on disposal of discontinued operations | ||||||||||||||||
| Total discontinued operations | ||||||||||||||||
| INCOME (LOSS) FROM OPERATIONS BEFORE BENEFIT (PROVISION) FOR INCOME TAXES | ( | ) | ( | ) | ( | ) | ||||||||||
| BENEFIT (PROVISION) FOR INCOME TAXES | ||||||||||||||||
| NET INCOME (LOSS) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
| NET INCOME (LOSS) PER SHARE - BASIC | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
| WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC | ||||||||||||||||
| NET INCOME (LOSS) PER SHARE - DILUTED | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
| WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED | ||||||||||||||||
3
ECOARK HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) (UNAUDITED)
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2021 AND 2020
(Dollar amounts and number of shares in thousands)
| Additional | ||||||||||||||||||||||||||||||||
| Preferred | Common Stock | Paid-In | Accumulated | Treasury | ||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Stock | Total | |||||||||||||||||||||||||
| Balance - March 31, 2020 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||
| Shares issued in the exercise of warrants, net of expenses | - | |||||||||||||||||||||||||||||||
| Shares issued in the exercise of stock options | - | |||||||||||||||||||||||||||||||
| Shares issued in conversion of debt and accrued interest | - | |||||||||||||||||||||||||||||||
| Shares issued in conversion of accounts payable and accrued expenses | - | |||||||||||||||||||||||||||||||
| Conversion of preferred shares (Series C) to common shares | ( | ) | ||||||||||||||||||||||||||||||
| Share-based compensation | - | - | ||||||||||||||||||||||||||||||
| Net loss for the period | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance - June 30, 2020 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Shares issued in the conversion of long-term debt and accrued interest | - | |||||||||||||||||||||||||||||||
| Shares issued services rendered | - | |||||||||||||||||||||||||||||||
| Shares issued in acquisition of oil and gas reserves and fixed assets | - | |||||||||||||||||||||||||||||||
| Shares issued in the exercise of warrants | - | |||||||||||||||||||||||||||||||
| Shares issued in the exercise of cashless stock options | - | |||||||||||||||||||||||||||||||
| Share-based compensation | - | - | ||||||||||||||||||||||||||||||
| Net income for the period | - | - | ||||||||||||||||||||||||||||||
| Balance - September 30, 2020 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||
| Balance - March 31, 2021 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||
| Shares issued in the exercise of stock options, including cashless exercises | - | |||||||||||||||||||||||||||||||
| Shares issued for services rendered | - | |||||||||||||||||||||||||||||||
| Share-based compensation | - | - | ||||||||||||||||||||||||||||||
| Net income for the period | - | - | ||||||||||||||||||||||||||||||
| Balance - June 30, 2021 | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Shares issued for services rendered, net of amounts prepaid | - | |||||||||||||||||||||||||||||||
| Shares issued in registered direct offering, net of amount allocated to derivative liability | - | |||||||||||||||||||||||||||||||
| Share-based compensation | - | - | ||||||||||||||||||||||||||||||
| Fractional adjustment | - | |||||||||||||||||||||||||||||||
| Net loss for the period | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance - September 30, 2021 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
4
ECOARK HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2021 AND 2020
(in thousands, except per share data)
| 2021 | 2020 | |||||||
| (unaudited) | (unaudited) | |||||||
| CASH FLOW FROM OPERATING ACTIVIITIES | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities | ||||||||
| Depreciation, amortization, depletion, and accretion | ||||||||
| Share-based compensation | ||||||||
| Bad debt, net of recovery | ||||||||
| Change in fair value of derivative liabilities | ( | ) | ||||||
| (Gain) on disposal of oil and gas property | ( | ) | ||||||
| (Gain) loss on exchange of warrants | ( | ) | ||||||
| Common shares issued for services | ||||||||
| Loss on sale of fixed assets | ||||||||
| Loss on abandonment of oil and gas property | ||||||||
| Warrants granted for interest expense | ||||||||
| Warrants granted for commissions | ||||||||
| Loss on conversion of debt and liabilities to common stock | ||||||||
| Amortization of debt discount | ||||||||
| Changes in assets and liabilities | ||||||||
| Accounts receivable | ( | ) | ||||||
| Inventory | ( | ) | ||||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Amortization of right of use asset - financing leases | ||||||||
| Amortization of right of use asset - operating leases | ||||||||
| Other assets | - | ( | ) | |||||
| Interest on lease liability - financing leases | ( | ) | ( | ) | ||||
| Operating lease expense | ( | ) | ( | ) | ||||
| Accounts payable | ( | ) | ||||||
| Accrued liabilities | ( | ) | ( | ) | ||||
| Total adjustments | ( | ) | ||||||
| Net cash used in operating activities of continuing operations | ( | ) | ( | ) | ||||
| Net cash used in discontinued operations | - | |||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITES | ||||||||
| Advance of note receivable | ( | ) | ||||||
| Purchases of oil and gas properties, net of asset retirement obligations | ( | ) | ( | ) | ||||
| Purchase of oil and gas property – related party | ( | ) | ||||||
| Proceeds from the sale of fixed assets | ||||||||
| Purchase of fixed assets | ( | ) | ( | ) | ||||
| Net cash used in investing activities of continuing operations | ( | ) | ( | ) | ||||
| Net cash used in discontinued operations | ||||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITES | ||||||||
| Proceeds from the issuance of common stock in a registered direct offering, net of fees | - | |||||||
| Proceeds from exercise of warrants, net of fees | ||||||||
| Proceeds from exercise of stock options | ||||||||
| Reduction of finance lease liability | ( | ) | ( | ) | ||||
| Proceeds from notes payable - related parties | ||||||||
| Repayments of notes payable - related parties | ( | ) | ( | ) | ||||
| Proceeds from long-term debt | ||||||||
| Repayment of long-term debt | ( | ) | ( | ) | ||||
| Repayment to prior owners | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| NET INCREASE IN CASH AND RESTRICTED CASH | ||||||||
| CASH AND RESTRCITED CASH - BEGINNING OF PERIOD | ||||||||
| CASH AND RESTRICTED CASH - END OF PERIOD | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURES | ||||||||
| Cash paid for interest expense | $ | $ | ||||||
| Cash paid for income taxes | $ | $ | ||||||
| SUMMARY OF NON-CASH ACTIVITIES: | ||||||||
| Reclassification of assets of discontinued operations to current operations in fixed assets | $ | $ | ||||||
| Bifurcation of derivative liability in registered direct offering | $ | $ | - | |||||
| Preferred stock converted into common stock | $ | $ | ||||||
| Conversion of long-term debt and notes payable and accrued interest into common stock | $ | $ | ||||||
| Conversion of accounts payable and accrued liabilities into common stock | $ | $ | ||||||
| Shares issued for acquisition of oil and gas reserves and fixed assets, net of asset retirement obligations | $ | $ | ||||||
| Note receivable offset against oil and gas reserves in acquisition of Rabb | $ | $ | ||||||
| Lease liability recognized for ROU asset | $ | $ | ||||||
5
ECOARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(DOLLAR AMOUNTS AND SHARES IN THOUSANDS, EXCEPT PER SHARE DATA)
SEPTEMBER 30, 2021
NOTE 1: ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Dollar amounts and numbers of shares that follow in this report are presented in thousands, except per share amounts.
Ecoark Holdings Inc. (“Ecoark Holdings”
or the “Company”) is a diversified holding company, incorporated in the State of Nevada on November 19, 2007. Through Ecoark
Holdings wholly owned subsidiaries, the Company has operations in three areas: (i) oil and gas, including exploration, production and
drilling operations on over
On March 27, 2020, the Company and Banner Energy Services Corp., a Nevada corporation (“Banner Parent”), entered into a Stock Purchase and Sale Agreement (the “Banner Purchase Agreement”) to acquire Banner Midstream Corp., a Delaware corporation (“Banner Midstream”). Pursuant to the acquisition, Banner Midstream became a wholly owned subsidiary of the Company and Banner Parent received shares of the Company’s common stock in exchange for all of the issued and outstanding shares of Banner Midstream.
Banner Midstream has four operating subsidiaries:
Pinnacle Frac Transport LLC (“Pinnacle Frac”), Capstone Equipment Leasing LLC (“Capstone”), White River Holdings
Corp. (“White River”), and Shamrock Upstream Energy LLC (“Shamrock”). Pinnacle Frac provides transportation of
frac sand and logistics services to major hydraulic fracturing and drilling operations. Capstone procures and finances equipment to oilfield
transportation service contractors. These two operating subsidiaries of Banner Midstream are revenue producing entities. White River
and Shamrock are engaged in oil and gas exploration, production, and drilling operations on over
On June 11, 2020,
On June 18, 2020, the Company acquired certain energy assets from SN TMS, LLC for $1 as part of the ongoing bankruptcy reorganization of Sanchez Energy Corporation. The transaction includes the transfer of wells, active mineral leases, and drilling production materials and equipment.
On August 14, 2020, the Company entered into
an Asset Purchase Agreement by and among the Company, White River E&P LLC, a Texas Limited Liability Company and a wholly owned subsidiary
of the Company Rabb Resources, LTD. and Claude Rabb, the sole owner of Rabb Resources, LTD. Pursuant to the Asset Purchase Agreement,
the Company completed the acquisition of certain assets of Rabb Resources, LTD. The acquired assets consisted of certain real property
and working interests in oil and gas mineral leases.
6
ECOARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(DOLLAR AMOUNTS AND SHARES IN THOUSANDS, EXCEPT PER SHARE DATA)
SEPTEMBER 30, 2021
On September 4, 2020, White River SPV 3, LLC,
a wholly owned subsidiary of Banner Midstream entered into an Agreement and Assignment of Oil, Gas and Mineral Lease with a privately
held limited liability company (the “Assignor”). Under the Lease Assignment, the Assignor assigned a
On October 9, 2020, the Company and White River SPV, entered into a Participation Agreement (the “Participation Agreement”) by and among the Company, White River SPV, BlackBrush Oil & Gas, L.P. (“BlackBrush”) and GeoTerre, LLC, an unrelated privately held limited liability company (the “Assignor”), to conduct drilling of wells in the Austin Chalk formation.
Pursuant to the Participation Agreement, the
Company and White River SPV pre-funded a majority of the cost, approximately $
The Parties to the Participation Agreement, except for the Company, had previously entered into a Joint Operating Agreement, dated September 4, 2020 (the “Operating Agreement”) establishing an area of mutual interest, including the Austin Chalk formation, and governing the parties’ rights and obligations with respect to drilling, completion and operation of wells therein. The Participation Agreement and the Operating Agreement require, among other things, that White River SPV and the Company drill and complete at least one horizontal Austin Chalk well with a certain minimum lateral each calendar year and/or maintain leasehold by paying its proportionate share of any rental payments.
On September 30, 2020, the Company and White
River Energy, LLC (“White River Energy”), a wholly owned subsidiary of the Company entered into three Asset Purchase Agreements
(the “Asset Purchase Agreements”) with privately held limited liability companies to acquire working interests in the Harry
O’Neal oil and gas mineral lease (the “O’Neal OGML”), the related well bore, crude oil inventory and equipment.
Immediately prior to the acquisition, White River Energy owned an approximately
In February and March 2021, the Company acquired
additional leases for $
On August 16, 2021 the Company and Shamrock Upstream Energy, LLC, a
wholly-owned subsidiary of the Company entered into an agreement with a privately-held limited liability company to acquire working interests
in the Luling Prospect for $
7
ECOARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(DOLLAR AMOUNTS AND SHARES IN THOUSANDS, EXCEPT PER SHARE DATA)
SEPTEMBER 30, 2021
On September 1, 2021 the Company and White River Energy, LLC, a wholly-owned
subsidiary of the Company entered into an agreement with several individuals to acquire working interests in the various leases in Concordia,
LA for $
Effective with the opening of trading on December
17, 2020, the Company effected a one-for-five reverse split of its issued and outstanding common stock and a simultaneous proportionate
reduction of its authorized common stock. The reverse stock split was implemented without obtaining stockholder approval as permitted
by Nevada law, and the authorized common stock was proportionately reduced to
Effective December 29, 2020, the Company amended
its Articles of Incorporation to reduce the authorized common stock from
On December 31, 2020, the Company completed a
registered direct offering, whereby the Company issued
On April 9, 2021,
a Little Rock, Arkansas jury awarded Ecoark and Zest a total of $
Trend Holdings formed four subsidiaries: Bitstream Mining, LLC, a Texas Limited Liability Corp. (“Bitstream”) on May 16, 2021, REStream Processing LLC, a Texas Limited Liability Corp (“REStream”) on May 16, 2021, Trend Discovery Exploration LLC, a Texas Limited Liability Corp. (“Trend Exploration”) on May 27, 2021, and OTZI, LLC, a Delaware Limited Liability Corp. (“OTZI”) on September 2, 2021, in addition to Barrier Crest, LLC (“Barrier Crest”) that was acquired along with Trend Capital Management, Inc. (“TCM”) that was acquired by Ecoark on May 31, 2019.
Agora was organized by Ecoark to enter the digital asset mining business. Because of regulatory uncertainty over digital assets being deemed to be securities, Agora’s initial focus is on mining Bitcoin which the Securities and Exchange Commission (the “SEC”) administratively determined is not a security. Because of regulatory concerns and the changing regulatory environment, Agora intends to seek opportunities to engage with cryptocurrencies that do not involve the offer or sale of any securities.
The Company intends to issue a stock dividend
through a pro rata distribution of Agora’s common stock to Ecoark’s common shareholders and holders of common stock equivalents.
Ecoark plans to distribute
The Company assigned its membership interest in Trend Holdings and its related wholly owned subsidiaries to Agora on September 22, 2021, for the sale of the initial one hundred shares for ten dollars. On October 1, 2021, the Company purchased 41,671 shares of Agora common stock for $4,167 which Agora used to purchase equipment to commence the Bitstream operations.
On August 4, 2021, the Company’s common stock commenced trading on the Nasdaq Capital Market.
8
ECOARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(DOLLAR AMOUNTS AND SHARES IN THOUSANDS, EXCEPT PER SHARE DATA)
SEPTEMBER 30, 2021
On October 6, 2021, the Company held a Special
Meeting of Stockholders, at which the stockholders approved (a) an amendment to the Articles of Incorporation to increase the number
of shares of authorized common stock of the Company from
Overview of Agora Digital Holdings, Inc.
Bitstream
Bitstream was organized to be our principal cryptocurrency
subsidiary. Bitstream has entered into a series of agreements including arranging for a reliable and economical electric power source
needed to efficiently mine Bitcoin, ordering miners, housing infrastructure and other infrastructure to mine Bitcoin and locating a third-party
hosting service to operate the miners and the service’s more advanced miners. Agora has spent (and agreed to spend) between $
Bitstream anticipates that they will deploy and
operate modularized data centers (facilities) with the sole purpose of mining digital assets, with Bitcoin initially as the focus. Agora
anticipates powering these data centers by acquiring a long-term power contract to purchase electric power from the electric grid in
Texas. Once the business is operational, Bitstream intends to continuously add data center facilities by reinvesting their revenues.
All data centers will be remotely managed with onsite personnel for servicing and troubleshooting any operational issues. Bitstream plans
to utilize the energy to power its energy intensive operations of digital asset mining. Additionally, if Texas experiences another power
shortage during the winter or summer months from extreme weather conditions, Bitstream would be able to arbitrage power at favorable
margins. Bitstream will do this by temporarily shutting down their cryptocurrency mining operations and selling their purchased power
back to the grid at favorable margins. Last winter, during the blackout, the price per kWh exceeded $
Bitstream has
| ● | entered into a letter of intent to obtain a source of electric power in West Texas, including the initial 12 megawatts (“MW”) of power plus an additional 30 MW which have already been secured; |
| ● | paid the power management company $1,096 which includes a $1,000 development fee and is negotiating a definitive agreement (the “Power Agreement”) which if executed will allow for the increase of the facility’s electrical capacity to up to 60 MW; and |
9
ECOARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(DOLLAR AMOUNTS AND SHARES IN THOUSANDS, EXCEPT PER SHARE DATA)
SEPTEMBER 30, 2021
Mining Equipment
Because Bitstream has secured a source for 42 MW of electrical power
as more fully described below and expects to increase the capacity through conditional and unconditional rights to a number of sites across
West Texas to up to 372 MW assuming this can be done on acceptable terms. In September 2021 Bitstream ordered 5,000 used Canaan Avalon
841 13 TH/s miners for $1,350. Delivery of the first shipment of 2,000 of these miners occurred in October 2021. Bitstream’s plan
is to use trailer or shipping container-like units as housing infrastructure to house our miners. Bitstream will either build their own
or partner with another third-party vendor to build entry level housing infrastructure to deploy the initial mining equipment in November.
In August 2021, Bitstream entered into an agreement with a third party which will supply Bitstream with more advanced housing infrastructure
in exchange for approximately $
In September 2021, Bitstream entered into a binding
agreement referred to as a Memorandum of Understanding with Elite Mining Inc. (the “Hosting Company”) that will supply high
speed miners, host the Company’s data center and operate the miners it installs. In Phase 1 which is a beta test phase, Bitstream
paid $
The Hosting Company uses immersion cooling, and other technological enhancements, for the miners it will install for Bitstream. Immersion cooling is a technique where Bitcoin mining units are submerged in a dielectric fluid to keep the integrated circuits operating at lower temperatures. When successful, this has the potential to: prolong equipment life, enhance hashing efficiencies, and provides the opportunity to “overclock” the processors, i.e., running at speeds beyond factory specified design. Overclocking, including when assisted by immersion cooling, is a technique that can be used to increase a miner’s overall hash rate.
Phase 2 is planned to begin in May 2022 which is subject to Bitstream agreeing to proceed. If Bitstream elects to enter Phase 2, it will be required to loan the Hosting Company the funds to develop a production facility in Texas on terms to be negotiated. Bitstream will have certain rights to the production facility capacity from Phase 2 and will pay the Hosting Company for its services.
In October 2021 Bitstream secured an additional
30 MWs of electrical capacity at a different West Texas location. This supplements the Company’s prior agreement to secure 12 MWs
and as a result the Company will have a total of 42 MWs of electric power for immediate use and benefit to Bitstream. Bitstream also
plans to participate in the Electric Reliability Council of Texas’ (“ERCOT”) responsive reserve market by relinquishing
its power back to the Texas grid as power stabilization events are needed. Additionally, Bitstream has procured mining infrastructure
to power the 42 MWs and expects the equipment and infrastructure to be delivered over the next 120 days. This mining infrastructure includes
twenty-one 2,600 kilo-volt amp (KVA) or similar transformers and the Company’s first shipment of Bitcoin mining application-specific
integrated circuits (“ASIC”). The Company has agreed to pay a total $
10
ECOARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(DOLLAR AMOUNTS AND SHARES IN THOUSANDS, EXCEPT PER SHARE DATA)
SEPTEMBER 30, 2021
Once the business is operational, Bitstream intends to continuously add data center platforms by reinvesting cash and potentially utilizing leverage to scale operations. All data centers will be remotely managed with onsite personnel for servicing and troubleshooting any operational issues.
Barrier Crest, provides fund administration and related services for small hedge funds. Trend Discovery Holdings LLC (“Trend Discovery”) owns an entity which is the general partner but not the investment manager of two investment funds. These investment funds own shares of Ecoark and one also owns warrants of Ecoark.
Trend Exploration was assigned an
11
ECOARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(DOLLAR AMOUNTS AND SHARES IN THOUSANDS, EXCEPT PER SHARE DATA)
SEPTEMBER 30, 2021
Principles of Consolidation
The condensed consolidated financial statements of Ecoark Holdings and its subsidiaries and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for the fair presentation of the condensed consolidated financial statements have been included. Such adjustments are of a normal, recurring nature.
The unaudited condensed consolidated financial statements, and the accompanying notes, are prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and do not contain certain information included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2021. Therefore, the interim unaudited condensed consolidated financial statements should be read in conjunction with that Annual Report on Form 10-K.
On May 31, 2019, the Company entered into an Agreement and Plan of
Merger (the “Merger Agreement”) with Trend Discovery Holdings Inc., a Delaware corporation for the Company to acquire
The Company intends to issue a stock dividend through a pro rata distribution of Agora’s common stock to Ecoark’s common shareholders and holders of common stock equivalents. Ecoark plans to distribute 80% of the Agora common stock it holds to its shareholders as of a future record date to be determined upon completion of regulatory compliance. Ecoark plans to retain the remaining 20% ownership in Agora on its balance sheet. As a result of the approval by the board of directors of the Company to divest Agora, the Company, has accounted for this as a disposal other than by sale. Assets to be disposed of other than by sale should continue to be classified as held and used until they are disposed of. Upon disposal, the Company must assess whether the disposed of assets qualify for discontinued operations reporting. If so, the Company will apply the presentation and disclosure requirements of ASC 205-20, and if not, the Company will apply the presentation and disclosure requirements of ASC 360-10.
On March 27, 2020, the Company and Banner Parent, entered into the Banner Purchase Agreement to acquire Banner Midstream. Pursuant to the acquisition, Banner Midstream became a wholly owned subsidiary of the Company and Banner Parent received shares of the Company’s common stock in exchange for all of the issued and outstanding shares of Banner Midstream.
The Company applies the guidance of Topic 810
Consolidation of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)
to determine whether and how to consolidate another entity. Pursuant to ASC Paragraph 810-10-15-10 all majority-owned subsidiaries—all
entities in which a parent has a controlling financial interest—are consolidated except when control does not rest with the parent.
Pursuant to ASC Paragraph 810-10-15-8, the usual condition for a controlling financial interest is ownership of a majority voting interest,
and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, of more than
Reclassifications
The Company has reclassified certain amounts in the September 30, 2020 unaudited condensed consolidated financial statements to be consistent with the September 30, 2021 presentation.
12
ECOARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(DOLLAR AMOUNTS AND SHARES IN THOUSANDS, EXCEPT PER SHARE DATA)
SEPTEMBER 30, 2021
Use of Estimates
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, management’s estimate of provisions required for uncollectible accounts receivable, fair value of assets held for sale and assets and liabilities acquired, impaired value of equipment and intangible assets, including goodwill, asset retirement obligations, estimates of discount rates in lease, liabilities to accrue, fair value of derivative liabilities associated with warrants, cost incurred in the satisfaction of performance obligations, permanent and temporary differences related to income taxes and determination of the fair value of stock awards.
Actual results could differ from those estimates.
The estimates of proved, probable and possible oil and gas reserves are used as significant inputs in determining the depletion of oil and gas properties and the impairment of proved and unproved oil and gas properties. There are numerous uncertainties inherent in the estimation of quantities of proven, probable and possible reserves and in the projection of future rates of production and the timing of development expenditures. Similarly, evaluations for impairment of proved and unproved oil and gas properties are subject to numerous uncertainties including, among others, estimates of future recoverable reserves and commodity price outlooks. Actual results could differ from the estimates and assumptions utilized.
Oil and Gas Properties
The Company uses the full cost method of accounting for its investment in oil and natural gas properties. Under the full cost method of accounting, all costs associated with acquisition, exploration and development of oil and gas reserves, including directly related overhead costs are capitalized. General and administrative costs related to production and general overhead are expensed as incurred.
All capitalized costs of oil and gas properties, including the estimated future costs to develop proved reserves, are amortized on the unit of production method using estimates of proved reserves. Disposition of oil and gas properties are accounted for as a reduction of capitalized costs, with no gain or loss recognized unless such adjustment would significantly alter the relationship between capitalized costs and proved reserves of oil and gas, in which case the gain or loss is recognized in operations. Unproved properties and development projects are not amortized until proved reserves associated with the projects can be determined or until impairment occurs. If the results of an assessment indicate that the properties are impaired, the amount of the loss from operations before income taxes and the adjusted carrying amount of the unproved properties is amortized on the unit-of-production method.
There was $
Limitation on Capitalized Costs
Under the full-cost method of accounting, we
are required, at the end of each reporting period, to perform a test to determine the limit on the book value of our oil and gas properties
(the “Ceiling” test). If the capitalized costs of our oil and natural gas properties, net of accumulated amortization and
related deferred income taxes, exceed the Ceiling, the excess or impairment is charged to expense. The expense may not be reversed in
future periods, even though higher oil and gas prices may subsequently increase the Ceiling. The Ceiling is defined as the sum of: (a)
the present value, discounted at
13
ECOARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(DOLLAR AMOUNTS AND SHARES IN THOUSANDS, EXCEPT PER SHARE DATA)
SEPTEMBER 30, 2021
Oil and Gas Reserves
Reserve engineering is a subjective process that is dependent upon the quality of available data and interpretation thereof, including evaluations and extrapolations of well flow rates and reservoir pressure. Estimates by different engineers often vary sometimes significantly. In addition, physical factors such as results of drilling, testing and production subsequent to the date of an estimate, as well as economic factors such as changes in product prices, may justify revision of such estimates. Because proved reserves are required to be estimated using recent prices of the evaluation, estimated reserve quantities can be significantly impacted by changes in product prices.
Joint Interest Activities
Certain of our exploration, development and production activities are conducted jointly with other entities and, accordingly, the consolidated financial statements reflect only our proportionate interest in such activities.
Inventories
Crude oil, products and merchandise inventories are carried at the lower of cost (last-in-first-out (LIFO)) or net realizable value. Inventory costs include expenditures and other charges directly and indirectly incurred in bringing the inventory to its existing condition and location.
Accounting for Asset Retirement Obligation
Asset retirement obligations (“ARO”) primarily represent the estimated present value of the amount the Company will incur to plug, abandon and remediate its producing properties at the projected end of their productive lives, in accordance with applicable federal, state and local laws. The Company determined its ARO by calculating the present value of the estimated cash flows related to the obligation. The retirement obligation is recorded as a liability at its estimated present value as of the obligation’s inception, with an offsetting increase to proved properties or to exploration costs in cost of revenue.
Revenue Recognition
The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers.
The Company accounts for a contract when it has been approved and committed to, each party’s rights regarding the goods or services to be transferred have been identified, the payment terms have been identified, the contract has commercial substance, and collectability is probable. Revenue is generally recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities.
Revenue recognition for multiple-element arrangements requires judgment to determine if multiple elements exist, whether elements can be accounted for as separate units of accounting, and if so, the fair value for each of the elements.
Revenue from software license agreements of Zest Labs is recognized over time or at a point in time depending on the evaluation of when the customer obtains control of the promised goods or services over the term of the agreement. For agreements where the software requires continuous updates to provide the intended functionality, revenue is recognized over the term of the agreement. For software as a service (“SaaS”) contracts that include multiple performance obligations, including hardware, perpetual software licenses, subscriptions, term licenses, maintenance and other services, the Company allocates revenue to each performance obligation based on estimates of the price that would be charged to the customer for each promised product or service if it were sold on a standalone basis. For contracts for new products and services where standalone pricing has not been established, the Company allocates revenue to each performance obligation based on estimates using the adjusted market assessment approach, the expected cost plus a margin approach or the residual approach as appropriate under the circumstances. Contracts are typically on thirty-day payment terms from when the Company satisfies the performance obligation in the contract. The Company did not have material revenue from software license agreements in the six and three months ended September 30, 2021 and 2020, respectively.
Revenue under master service agreements is recorded upon the performance obligation being satisfied. Typically, the satisfaction of the performance obligation occurs upon the frac sand load being delivered to the customer site and this load being successfully invoiced and accepted by the Company’s factoring agent.
14
ECOARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(DOLLAR AMOUNTS AND SHARES IN THOUSANDS, EXCEPT PER SHARE DATA)
SEPTEMBER 30, 2021
The Company recognizes revenue under ASC 606 for their proportionate share of revenue when: (i) the Company receives notification of the successful sale of a load of crude oil to a buyer; (ii) the buyer will provide a price based on the average monthly price of crude oil in the most recent month; and (iii) cash is received the following month from the crude oil buyer.
The Company will recognize income from digital currency mining from the provision of transaction services within digital currency networks, commonly termed “cryptocurrency mining”. As consideration for those services, the Company will receive digital currency from each specific network in which it participates (“coins”). Income from digital currency mining is measured based on the fair value of the coins received. The fair value is determined using the spot price of the coin on the date of receipt. The coins are recorded on the consolidated balance sheet, as intangible asset – digital currency, at their fair value less costs to sell and re-measured each reporting date, if not sooner. Revaluation gains or losses on the sale of coins for traditional (fiat) currencies will be included in the consolidated statements of operations in accordance with the Company’s treatment of its digital currencies as a traded commodity.
The Company accounts for contract costs in accordance with ASC Topic 340-40, Contracts with Customers. The Company recognizes the cost of sales of a contract as expense when incurred or at the time a performance obligation is satisfied. The Company recognizes an asset from the costs to fulfil a contract only if the costs relate directly to a contract, the costs generate or enhance resources that will be used in satisfying a performance obligation in the future and the costs are expected to be recovered. The incremental costs of obtaining a contract are capitalized unless the costs would have been incurred regardless of whether the contract was obtained.
Cost of sales for Pinnacle Frac includes all direct expenses incurred to produce the revenue for the period. This includes, but is not limited to, direct employee labor, direct contract labor and fuel.
Accounts Receivable and Concentration of Credit Risk
The Company considers accounts receivable, net of allowance for doubtful accounts, to be fully collectible. The allowance is based on management’s estimate of the overall collectability of accounts receivable, considering historical losses, credit insurance and economic conditions. Based on these same factors, individual accounts are charged off against the allowance when management determines those individual accounts are uncollectible. Credit extended to customers is generally uncollateralized, however credit insurance is obtained for some customers. Past-due status is based on contractual terms.
For Pinnacle Frac, accounts receivable is comprised of unsecured amounts
due from customers that have been conveyed to a factoring agent for both with and without recourse.
Fair Value Measurements
ASC 820 Fair Value Measurements defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosure about fair value measurements. ASC 820 classifies these inputs into the following hierarchy:
Level 1 inputs: Quoted prices for identical instruments in active markets.
Level 2 inputs: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
Level 3 inputs: Instruments with primarily unobservable value drivers.
Digital currencies will consist of cryptocurrency denominated assets and will be included in current assets. Digital currencies will be carried at their fair value determined by the spot rate less costs to sell. The digital currency market is still a new market and is highly volatile; historical prices are not necessarily indicative of future value; a significant change in the market prices for digital currencies would have a significant impact on the Company’s earnings and financial position. Fair value will be determined by taking the price of the coins from the exchanges which the Company will most frequently use.
15
ECOARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(DOLLAR AMOUNTS AND SHARES IN THOUSANDS, EXCEPT PER SHARE DATA)
SEPTEMBER 30, 2021
Digital Currencies
Digital currencies will be included in current assets in the consolidated balance sheets as intangible assets with indefinite useful lives. Digital currencies are recorded at cost less impairment.
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, which is measured using the quoted price of the digital currency at the time its fair value is being measured. 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. 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.
Impairment of Long-lived Assets
Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted future cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.
Segment Information
The Company follows the provisions of ASC 280-10 Segment Reporting. This standard requires that companies disclose operating segments based on the manner in which management disaggregates the Company in making internal operating decisions. The Company and its chief operating decision makers determined that the Company’s operations effective with the May 31, 2019, acquisition of Trend Holdings and the March 27, 2020 acquisition of Banner Midstream consisted of three segments, Financial, Commodities and Technology. Effective July 1, 2021, the Company’s chief operating decision makers in discussion with the finance team determined that the Company will add a fourth reporting segment to account for their Digital Asset mining business. Additionally, on July 1, 2021 the Company will report its home office costs into the Commodity segment, charge its Technology segment a monthly overhead fee, and has recorded typical overhead expenses in their Finance and Digital Asset segments to account for this home office allocation.
Derivative Financial Instruments
The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of the Company’s financial instruments, including warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company generally uses a Black-Scholes model, as applicable, to value the derivative instruments at inception and subsequent valuation dates when needed. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-measured at the end of each reporting period. The Black-Scholes model is used to estimate the fair value of the derivative liabilities.
16
ECOARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(DOLLAR AMOUNTS AND SHARES IN THOUSANDS, EXCEPT PER SHARE DATA)
SEPTEMBER 30, 2021
Recently Issued Accounting Standards
In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contract’s in an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU simplifies the diluted net income per share calculation in certain areas. The ASU is effective for annual and interim periods beginning after December 31, 2021, and early adoption is permitted for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company is currently evaluating the impact that this new guidance will have on its consolidated financial statements.
In May 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2021-04 “Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation— Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815- 40) Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options” which clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. An entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as follows: i) for a modification or an exchange that is a part of or directly related to a modification or an exchange of an existing debt instrument or line-of-credit or revolving-debt arrangements (hereinafter, referred to as a “debt” or “debt instrument”), as the difference between the fair value of the modified or exchanged written call option and the fair value of that written call option immediately before it is modified or exchanged; ii) for all other modifications or exchanges, as the excess, if any, of the fair value of the modified or exchanged written call option over the fair value of that written call option immediately before it is modified or exchanged. The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. The Company is currently evaluating the impact of this standard on its consolidated financial statements.
The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.
Liquidity
For the six months ended September 30, 2021 and 2020, the Company had
a net loss of $(
If the Company raises additional funds by issuing equity securities, its stockholders would experience dilution. Additional debt financing, if available, may involve covenants restricting its operations or its ability to incur additional debt. Any additional debt financing or additional equity that the Company raises may contain terms that are not favorable to it or its stockholders and require significant debt service payments, which diverts resources from other activities. If the Company is unable to obtain additional financing, it may be required to significantly scale back its business and operations. The Company’s ability to raise additional capital will be impacted by the heightened societal and regulatory focus on climate change and may also be impacted by the COVID-19 pandemic including the current supply chain shortages.
The Company believes that the current cash on hand and anticipated cash from operations is sufficient to conduct planned operations for one year from the issuance of the consolidated financial statements.
17
ECOARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(DOLLAR AMOUNTS AND SHARES IN THOUSANDS, EXCEPT PER SHARE DATA)
SEPTEMBER 30, 2021
Impact of COVID-19
The COVID-19 pandemic previously had a profound effect on the U.S. and global economy and may continue to affect the economy and the industries in which we operate, depending on the vaccine rollouts and the emergence of virus mutations.
COVID-19 did not have a material effect on the Consolidated Statements of Operations or the Consolidated Balance Sheets for the six and three months ended September 30, 2021 in contrast to the material impact it had in the prior fiscal year.
COVID-19 has also contributed to the supply chain disruptions which have not yet had a material effect for the Company. The Company will continue to monitor the supply chain shortages affecting the world.
Because the federal government and some state and local authorities are reacting to the current Delta variant of COVID-19, it is creating uncertainty on whether these actions could disrupt the operation of the Company’s business and have an adverse effect on the Company. The extent to which the COVID-19 outbreak may impact the Company’s results will depend on future developments that are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of the virus and the actions to contain its impact.
The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) includes, among other things, provisions relating to payroll tax credits and deferrals, net operating loss carryback periods, alternative minimum tax credits and technical corrections to tax depreciation methods for qualified improvement property. The CARES Act also established a Paycheck Protection Program (“PPP”), whereby certain small business are eligible for a loan to fund payroll expenses, rent and related costs. We had received funding under the PPP, and a majority of that has been forgiven.
In April 2020, the Company and one of its subsidiaries
entered into PPP loans with financial institutions. Of the $
NOTE 2: DISCONTINUED OPERATIONS
Pursuant to ASC 205-20, Presentation of Financial Statements – Discontinued Operations, ASC-20-45-1B, paragraph 360-10-45-15,
As of April 1, 2021, all of the equipment assets and accounts payable of Pinnacle Vac were transitioned into Capstone to continue servicing the debt. As a result, there are no assets or liabilities of discontinued operations that remain, and no income or loss from discontinued operations for the six and three months ended September 30, 2021 and 2020.
18
ECOARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(DOLLAR AMOUNTS AND SHARES IN THOUSANDS, EXCEPT PER SHARE DATA)
SEPTEMBER 30, 2021
NOTE 3: REVENUE
The following table disaggregates the Company’s revenue by major source for the six and three months ended September 30:
| Three Months Ended September 30, | Six Months Ended September 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Revenue: | ||||||||||||||||
| Financial Services | $ | $ | $ | $ | ||||||||||||
| Oil and Gas Production | ||||||||||||||||
| Transportation Services | ||||||||||||||||
| Fuel Rebate | ||||||||||||||||
| Equipment Rental | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
There were no significant contract asset or contract liability balances for all periods presented. The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.
Collections of the amounts billed are typically paid by the customers within 30 to 60 days.
NOTE 4: INVENTORIES
The Company’s inventory as of September 30, 2021 and March 31, 2021 of $101 and $122, respectively, consisted of crude oil of approximately 4,912 and 6,198 barrels of unsold crude oil (these amounts are not rounded in thousands), respectively, using the lower of cost (LIFO) or net realizable value.
NOTE 5: NOTE RECEIVABLE
This note was convertible into shares of Rabb
Resources, LTD. based on a valuation of Rabb Resources, LTD. into shares of that company at a value of the $
On August 14, 2020, the Company entered into
an Asset Purchase Agreement with Rabb Resources, LTD. which included the acquisition of real property. The purchase price for this acquisition
was $
19
ECOARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(DOLLAR AMOUNTS AND SHARES IN THOUSANDS, EXCEPT PER SHARE DATA)
SEPTEMBER 30, 2021
NOTE 6: PROPERTY AND EQUIPMENT
Property and equipment consisted of the following as of September 30, 2021 and March 31, 2021:
| September 30, 2021 | March 31, 2021 | |||||||
| (unaudited) | ||||||||
| Zest Labs freshness hardware | $ | $ | ||||||
| Computers and software costs | ||||||||
| Land | ||||||||
| Buildings | ||||||||
| Leasehold improvements – Pinnacle Frac | ||||||||
| Mining technology equipment – Digital Asset | ||||||||
| Machinery and equipment – Technology | ||||||||
| Machinery and equipment – Commodities | ||||||||
| Total property and equipment | ||||||||
| Accumulated depreciation and impairment | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
As of September 30, 2021 and 2020, the Company performed an evaluation of the recoverability of these long-lived assets. The analysis resulted in no impairment as of related to these assets.
The Company in April 2021 traded in a truck with a value of $5 for a new truck with a value of $3 and received cash of $2 in the exchange.
The mining technology equipment – digital assets have not been placed into service as of September 30 2021, therefore there has been no depreciation taken on these assets as of September 30, 2021.
Depreciation expense for the six and three months
ended September 30, 2021 and 2020 was $
NOTE 7: INTANGIBLE ASSETS AND GOODWILL
Intangible assets consisted of the following as of September 30, 2021 and March 31, 2021:
| September 30, 2021 | March 31, 2021 | |||||||
| (unaudited) | ||||||||
| Patents | $ | $ | ||||||
| Customer relationships | ||||||||
| Non-compete agreements – Banner Midstream | ||||||||
| Outsourced vendor relationships | ||||||||
| Non-compete agreements – Zest Labs | ||||||||
| Total intangible assets | ||||||||
| Accumulated amortization and impairment | ( | ) | ( | ) | ||||
| Intangible assets, net | $ | $ | ||||||
In the acquisition of Banner Midstream, the Company
acquired the customer relationships and non-compete agreements valued at $
Amortization expense for the six and three months
ended September 30, 2021 and 2020 was $
20
ECOARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(DOLLAR AMOUNTS AND SHARES IN THOUSANDS, EXCEPT PER SHARE DATA)
SEPTEMBER 30, 2021
The following is the future amortization of the intangibles as of September 30:
| 2022 | $ | |||
| 2023 | ||||
| 2024 | ||||
| 2025 | ||||
| 2026 | ||||
| Thereafter | ||||
| $ |
In addition to the statutory based intangible
assets noted above, the Company recorded a total of $
Accordingly, goodwill was as follows as of September 30, 2021:
| Acquisition – Trend Discovery | $ | |||
| Acquisition – Banner Midstream | ||||
| Goodwill – September 30, 2021 | $ |
The Company assessed the criteria for impairment, and there were no indicators of impairment present as of September 30, 2021, and therefore no impairment is necessary.
NOTE 8: ACCRUED LIABILITIES
Accrued liabilities consisted of the following:
| September 30, 2021 | March 31, 2021 | |||||||
| (unaudited) | ||||||||
| Professional fees and consulting costs | $ | $ | ||||||
| Vacation and paid time off | ||||||||
| Legal fees | ||||||||
| Compensation | ||||||||
| Interest | ||||||||
| Insurance | ||||||||
| Other | ||||||||
| Total | $ | $ | ||||||
During the year ended March 31, 2021, the Company
converted $
21
ECOARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(DOLLAR AMOUNTS AND SHARES IN THOUSANDS, EXCEPT PER SHARE DATA)
SEPTEMBER 30, 2021
NOTE 9: WARRANT DERIVATIVE LIABILITIES
The Company issued common stock and warrants
in several private placements and
The Company identified embedded features in some of the warrant agreements which were classified as a liability. These embedded features included (a) the implicit right for the holders to request that the Company settle the warrants in registered shares. Since maintaining an effective registration of shares is potentially outside the control of the Company, these warrants were classified as liabilities as opposed to equity; (b) included the right for the holders to request that the Company cash settle the warrant instruments from the holder by paying to the holder an amount of cash equal to the Black-Scholes value of the remaining unexercised portion of the Derivative Warrant Instruments on the date of the consummation of a fundamental transaction; and (c) certain price protections in the agreements. The accounting treatment of derivative financial instruments requires that the Company treat the whole instrument as liability and record the fair value of the instrument as derivatives as of the inception date of the instrument and to adjust the fair value of the instrument as of each subsequent balance sheet date.
On November 14, 2020, the Company granted
On December 30, 2020, the Company granted
The fair value of the
22
ECOARK HOLDINGS, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(DOLLAR AMOUNTS AND SHARES IN THOUSANDS, EXCEPT PER SHARE DATA)
SEPTEMBER 30, 2021
On June 30, 2021, the Company granted
On August 6, 2021, the Company closed a $
The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of September 30, 2021 and March 31, 2021. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate.
Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each warrant is estimated using the Black-Scholes valuation model. The following assumptions were used on September 30, 2021 and March 31, 2021 and at inception:
| Six Months Ended September 30, 2021 | Year Ended March 31, 2021 | Inception | ||||||||||
| Expected term | ||||||||||||
| Expected volatility | ||||||||||||
| Expected dividend yield | ||||||||||||
| Risk-free interest rate | ||||||||||||
| Market price | $ | $ |
23
ECOARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(DOLLAR AMOUNTS AND SHARES IN THOUSANDS, EXCEPT PER SHARE DATA)
SEPTEMBER 30, 2021
The Company’s remaining derivative liabilities as of September 30, 2021 and March 31, 2021 associated with warrant offerings are as follows. All fully extinguished warrants liabilities are not included in the chart below.
| September 30, 2021 | March 31, 2021 | Inception | ||||||||||
| Fair value of 200 (originally 250) September 24, 2020 warrants | $ | $ | $ | |||||||||
| Fair value of 60 November 14, 2020 warrants | ||||||||||||
| Fair value of 889 December 31, 2020 warrants | ||||||||||||
| Fair value of 62 December 31, 2020 warrants | ||||||||||||
| Fair value of 200 June 30, 2021 warrants | ||||||||||||
| Fair value of 3,478 August 6, 2021 warrants | ||||||||||||
| Fair value of 243 August 6, 2021 warrants | ||||||||||||
| $ | $ | |||||||||||
During the six and three months ended September
30, 2021 and 2020 the Company recognized changes in the fair value of the derivative liabilities of $
Activity related to the warrant derivative liabilities for the six months ended September 30, 2021 is as follows:
| Beginning balance as of March 31, 2021 | $ | |||
| Issuances of warrants – derivative liabilities | ||||
| Warrants exchanged for common stock | (- | ) | ||
| Change in fair value of warrant derivative liabilities | ( | ) | ||
| Ending balance as of September 30, 2021 | $ |
Activity related to the warrant derivative liabilities for the year ended March 31, 2021 is as follows:
| Beginning balance as of March 31, 2020 | $ | |||
| Issuances of warrants – derivative liabilities | ||||
| Warrants exchanged for common stock | ( | ) | ||
| Change in fair value of warrant derivative liabilities | ||||
| Ending balance as of March 31, 2021 | $ |
NOTE 10: CAPITALIZED DRILLING COSTS AND OIL AND GAS PROPERTIES
Capitalized Drilling Costs
In January 2021, the Company commenced a drilling
program on their Deshotel 24H well included in their proved reserves. The Company incurred $
Oil and Gas Properties
The Company’s holdings in oil and gas mineral lease (“OGML”) properties as of September 30, 2021 and March 31, 2021 are as follows:
Trend Exploration was assigned an
| September 30, 2021 | March 31, 2021 | |||||||
| (unaudited) | ||||||||
| Total OGML Properties Acquired | $ | $ | ||||||
24
ECOARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(DOLLAR AMOUNTS AND SHARES IN THOUSANDS, EXCEPT PER SHARE DATA)
SEPTEMBER 30, 2021
The Company acquired the following from Banner Midstream on March 27, 2020:
Cherry et al OGML including shallow drilling rights was acquired by Shamrock from Hartoil Company on July 1, 2018.
O’Neal Family OGML and Weyerhaeuser OGML
including shallow drilling rights were acquired by White River on July 1, 2019 from Livland, LLC and Hi-Tech Onshore Exploration, LLC
respectively in exchange for a $
Taliaferro Family OGML including shallow drilling rights was acquired by White River on June 10, 2019 from Lagniappe Operating, LLC.
Kingrey Family OGML including both shallow and deep drilling rights was entered into by White River and the Kingrey Family on April 3, 2019.
Peabody Family OGML including both shallow and
deep drilling rights was acquired by White River on June 18, 2019 from SR Acquisition I, LLC, a subsidiary of Sanchez Energy Corporation,
for a
As discussed in Note 16, the Company acquired
certain leases on June 11, 2020 and June 18, 2020 in Mississippi and Louisiana valued at $
As discussed in Note 16, on August 14, 2020,
the Company entered into an Asset Purchase Agreement with Rabb Resources, LTD which included the acquisition of real property. The purchase
price for this acquisition was $
As discussed in Note 16, on September 4, 2020,
the Company entered into a Lease Assignment agreement. The purchase price for this acquisition was $
As discussed in Note 16, on September 30, 2020,
the Company entered into three Asset Purchase Agreements. The purchase prices for these acquisitions were $
As discussed in Note 16, on October 1, 2020,
the Company entered into three Asset Purchase Agreements. The purchase price for these acquisitions were $
As discussed in Note 16, on October 9, 2020,
the Company entered into three Asset Purchase Agreements. The purchase price for these acquisitions were $
In February and March 2021, the Company acquired additional leases for $916 under the Blackbrush/Deshotel lease related to the Participation Agreement.
On May 13, 2021, the Company’s subsidiaries
White River Energy LLC and White River Operating LLC entered into a Letter Agreement for a .60 of 8/8th Earned Working Interest
with TSEA Partners LLC (“TSEA”) for their Harry O’Neal 20-10 lease in Holmes County, MS (“Letter Agreement”).
Under the terms of the Letter Agreement, TSEA paid $
Effective on July 1, 2021, the Company’s
subsidiary White River SPV 2, LLC closed on the sale of the Weyerhauser OGML Lease. The Company did not record a value for the property
as it was acquired in a group of properties on June 11, 2021 as the entire group of properties were purchased for $
The Company had an analysis completed by an independent petroleum consulting company in March 2021 to complete the acquisition analysis within the required one-year period. There were no adjustments required from the original asset allocation on March 27, 2020.
25
ECOARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(DOLLAR AMOUNTS AND SHARES IN THOUSANDS, EXCEPT PER SHARE DATA)
SEPTEMBER 30, 2021
The following table summarizes the Company’s oil and gas activities by classification for the six months ended September 30, 2021 and year ended March 31, 2021.
| Activity Category | March 31, 2021 | Adjustments (1) | September 30, 2021 | |||||||||
| Proved Developed Producing Oil and Gas Properties | ||||||||||||
| Cost | $ | $ | $ | |||||||||
| Accumulated depreciation, depletion and amortization | ( | ) | ( | ) | ( | ) | ||||||
| Changes in estimates | ||||||||||||
| Total | $ | $ | ( | ) | $ | |||||||
| Undeveloped and Non-Producing Oil and Gas Properties | ||||||||||||
| Cost | $ | $ | $ | |||||||||
| Changes in estimates | (- | ) | (- | ) | (- | ) | ||||||
| Total | $ | $ | $ | |||||||||
| Grand Total | $ | $ | ( | ) | $ | |||||||
| Activity Category | March 31, 2020 | Adjustments (1) | March 31, 2021 | |||||||||
| Proved Developed Producing Oil and Gas Properties | ||||||||||||
| Cost | $ | $ | $ | |||||||||
| Accumulated depreciation, depletion and amortization | ( | ) | ( | ) | ||||||||
| Changes in estimates | ||||||||||||
| Total | $ | $ | $ | |||||||||
| Undeveloped and Non-Producing Oil and Gas Properties | ||||||||||||
| Cost | $ | $ | $ | |||||||||
| Changes in estimates | ( | ) | ( | ) | ||||||||
| Total | $ | $ | ( | ) | $ | |||||||
| Grand Total | $ | $ | $ | |||||||||
| (1) | Relates to acquisitions and dispositions of reserves. For the six months ended September 30, 2021, the Company acquired various leases in Concordia, LA and Caldwell, TX for $
In addition, on July 1, 2021, the Company assigned an |
26
ECOARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(DOLLAR AMOUNTS AND SHARES IN THOUSANDS, EXCEPT PER SHARE DATA)
SEPTEMBER 30, 2021
NOTE 11: LONG-TERM DEBT
Long-term debt consisted of the following as of September 30, 2021 and March 31, 2021. All debt instruments repaid during the year ended March 31, 2021 are not included in the below chart and the chart only reflects those instruments that had a balance owed as of these dates.
| September 30, 2021 | March 31, 2021 | |||||||
| (unaudited) | ||||||||
| Note payable – Alliance Bank (a) | $ | $ | ||||||
| Commercial loan – Firstar Bank (b) | ||||||||
| Auto loan 1 – Firstar Bank (c) | ||||||||
| Auto loan 2 – Firstar Bank (d) | ||||||||
| Auto loan 3 – Ally Bank (e) | ||||||||
| Auto loan 4 – Ally Bank (f) | ||||||||
| Auto loan 7 – Ally Bank (g) | ||||||||
| Tractor loan 6 – Tab Bank (h) | ||||||||
| Ecoark – PPP Loan (i) | ||||||||
| Total long-term debt | ||||||||
| Less: current portion | ( | ) | ( | ) | ||||
| Long-term debt, net of current portion | $ | $ | ||||||
| (a) | Original loan date of June 14, 2019 with an original maturity date of April 14, 2020. The Company extended this loan for $ |
| (b) | Original loan date of February 28, 2018, due December 31, 2021 at |
| (c) | On July 20, 2018, entered into a long-term secured note payable for $ |
| (d) | On August 3, 2018, entered into a long-term secured note payable for $ |
| (e) | On July 18, 2018, entered into a long-term secured note payable for $ |
| (f) | On July 26, 2018, entered into a long-term secured note payable for $ |
| (g) | On November 5, 2018, entered into four long-term secured notes payable for $ |
| (h) | On November 7, 2018, entered into a long-term secured note payable for $ |
| (i) | PPP loan received by Ecoark Holdings Inc. in April 2020. Loan bears interest at |
27
ECOARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(DOLLAR AMOUNTS AND SHARES IN THOUSANDS, EXCEPT PER SHARE DATA)
SEPTEMBER 30, 2021
The following is a list of maturities as of September 30:
| 2022 | $ | |||
| 2023 | ||||
| 2024 | ||||
| $ |
During the six months ended September 30, 2021,
the Company repaid $
During the year ended March 31, 2021,
Interest expense on long-term debt during the
six and three months ended September 30, 2021 and 2020 are $
NOTE 12: NOTES PAYABLE - RELATED PARTIES
Notes payable to related parties consisted of the following as of September 30, 2021 and March 31, 2021. All notes payable to related parties instruments repaid during the year ended March 31, 2021 are not included in the below chart and the chart only reflects those instruments that had a balance owed as of these dates.
| September 30, 2021 | March 31, 2021 | |||||||
| (unaudited) | ||||||||
| Ecoark Holdings Board Member (a) | $ | $ | ||||||
| Total Notes Payable – Related Parties | ||||||||
| Less: Current Portion of Notes Payable – Related Parties | ) | ( | ) | |||||
| Long-term debt, net of current portion | $ | $ | ||||||
| (a) |
An officer of the Company advanced $
During the year ended March 31, 2021, the Company
received proceeds of $
28
ECOARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(DOLLAR AMOUNTS AND SHARES IN THOUSANDS, EXCEPT PER SHARE DATA)
SEPTEMBER 30, 2021
NOTE 13: STOCKHOLDERS’ EQUITY (DEFICIT)
Ecoark Holdings Preferred Stock
On March 18, 2016, the Company created
The Company has entered into agreements to issue
preferred stock over the past several years.
Ecoark Holdings Common Stock
In the three months ended June 30, 2020, the Company issued 308 shares of common stock in April and May 2020 to convert the remaining shares of Series B Preferred Stock and Series C Preferred Stock; 1,531 shares of common stock in the exercise of warrants; 89 shares in the exercise of stock options; 93 shares of common stock in the conversion of accounts payable and accrued expenses; and 524 shares of common stock in the conversion of long-term debt, notes payable – related parties and accrued interest.
In the three months ended September 30, 2020, the Company issued 1,088 shares of common stock in the exercise of warrants; one share in the exercise of stock options; 31 shares of common stock for services rendered; 171 shares of common stock to acquire assets; and 192 shares of common stock in the conversion of long-term debt, notes payable – related parties and accrued interest.
In the three months ended December 31, 2020, the
Company issued
29
ECOARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(DOLLAR AMOUNTS AND SHARES IN THOUSANDS, EXCEPT PER SHARE DATA)
SEPTEMBER 30, 2021
On December 31, 2020,
In the three months ended March 31, 2021, the
Company issued
In the three months ended June 30, 2021, the Company
issued
In the three months ended September 30, 2021,
the Company issued
In order to have sufficient authorized capital
to raise the $
As of September 30, 2021,
Agora Common Stock
Agora is authorized to issue 250,000 shares of common stock, par value $0.001. On September 22, 2021, the Company purchased one hundred shares of Agora for ten dollars. Those shares are the only shares issued and outstanding as of September 30, 2021.
On October 1, 2021, the Company purchased
In addition, between October 7 and November 1,
2021, Agora issued
30
ECOARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(DOLLAR AMOUNTS AND SHARES IN THOUSANDS, EXCEPT PER SHARE DATA)
SEPTEMBER 30, 2021
NOTE 14: COMMITMENTS AND CONTINGENCIES
Legal Proceedings
We are presently involved in the following legal proceedings. To the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party or to which any of our properties or businesses are subject, which would reasonably be likely to have a material adverse effect on the Company.
| ● | On August 1, 2018, Ecoark Holdings, Inc. and Zest Labs, Inc. filed
a complaint against Walmart Inc. in the United States District Court for the Eastern District of Arkansas, Western Division. The complaint
includes claims for violation of the Arkansas Trade Secrets Act, violation of the Federal Defend Trade Secrets Act, breach of contract,
unfair competition, unjust enrichment, breach of the covenant of good faith and fair dealing, conversion and fraud. On April 9, 2021,
a Little Rock, Arkansas jury awarded Ecoark and Zest a total of $ |
| ● | On September 21, 2021, Ecoark Holdings, Inc. and Zest Labs, Inc. filed a complaint against Deloitte Consulting, LLP (“Deloitte”) in the Eight Judicial District Court in Clark County, Nevada. The complaint is for violation of the Nevada Uniform Trade Secret Act and will also be seeking a preliminary and permanent injunction, attorney’s fees, and punitive damages. The damages at issue are in the hundreds of millions of dollars. Zest Labs, Inc. began working with Deloitte in 2016, in a confidential matter in a pilot program that Zest Labs, Inc. had been engaged for by a large customer. Zest Labs, Inc. engaged in significant discussions, presentations, demonstrations, and information downloads with Deloitte who specifically acknowledged that this information was confidential. This complaint is in the very early stages, and the Company cannot reasonably determine the outcome and potential reward at this time. |
On July 15, 2021, the Company and its directors
entered into a Settlement and Mutual Release resolving the legal fees it agreed to pay when it settled a class action that was settled
without any financial consequences other than paying agreed upon legal fees. The Company paid $
In the opinion of management, there are no legal matters involving us that would have a material adverse effect upon the Company’s financial condition, results of operations or cash flows.
Joint Participation Agreement
On October 9, 2020, the Company and White River SPV, entered into a Participation Agreement (the “Participation Agreement”) by and among the Company, White River SPV, BlackBrush Oil & Gas, L.P. (“BlackBrush”) and GeoTerre, LLC, an unrelated privately-held limited liability company (the “Assignor”), to conduct drilling of wells in the Austin Chalk formation.
Pursuant to the Participation Agreement, the Company
and White River SPV funded
The Parties to the Participation Agreement, except for the Company, had previously entered into a Joint Operating Agreement, dated September 4, 2020 (the “Operating Agreement”) establishing an area of mutual interest, including the Austin Chalk formation, and governing the parties’ rights and obligations with respect to drilling, completion and operation of wells therein. The Participation Agreement and the Operating Agreement require, among other things, that White River SPV and the Company drill and complete at least one horizontal Austin Chalk well with a certain minimum lateral each calendar year and/or maintain leasehold by paying its proportionate share of any rental payments.
Bitstream Commitments on Purchase Obligations
As discussed in the overview of Bitstream in Note
1, Bitstream has entered into a number of agreements where they are obligated to purchase equipment necessary to run their business. Bitstream
has estimated this commitment to be approximately $
31
ECOARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(DOLLAR AMOUNTS AND SHARES IN THOUSANDS, EXCEPT PER SHARE DATA)
SEPTEMBER 30, 2021
NOTE 15: CONCENTRATIONS
Customer Concentration.
Supplier Concentration. Certain of the raw materials, components and equipment used by the Company in the manufacture of its products are available from single-sourced vendors. Shortages could occur in these essential materials and components due to an interruption of supply or increased demand in the industry. If the Company were unable to procure certain materials, components or equipment at acceptable prices, it would be required to reduce its manufacturing operations, which could have a material adverse effect on its results of operations. In addition, the Company may make prepayments to certain suppliers or enter into minimum volume commitment agreements. Should these suppliers be unable to deliver on their obligations or experience financial difficulty, the Company may not be able to recover these prepayments.
The Company occasionally maintains cash balances in excess of the FDIC insured limit. The Company does not consider this risk to be material.
Commodity price risk
We are exposed to fluctuations in commodity prices for oil and natural gas. Commodity prices are affected by many factors, including but not limited to, supply and demand.
NOTE 16: ACQUISITIONS
The following represent acquisitions for the six months ended September 30, 2021 and year ended March 31, 2021.
Energy Assets
On June 11, 2020,
On June 18, 2020,
The Company accounted for these acquisitions as an asset acquisition under ASC 805 and that the Company has early adopted the amendments of Regulation S-X dated May 21, 2020 and has concluded that this acquisition was not significant. Accordingly, as a result of the amendment, the presentation of the Rabb Resources, LTD. historical financial statements under Rule 3-05 and related pro forma information under Article 11 of Regulation S-X, respectively, were not required to be presented.
32
ECOARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(DOLLAR AMOUNTS AND SHARES IN THOUSANDS, EXCEPT PER SHARE DATA)
SEPTEMBER 30, 2021
Rabb Resources
On August 14, 2020, the Company entered into an
Asset Purchase Agreement by and among the Company, White River E&P LLC, a Texas Limited Liability Company and a wholly-owned subsidiary
of the Company Rabb Resources, LTD. and Claude Rabb, the sole owner of Rabb Resources, LTD. Pursuant to the Asset Purchase Agreement,
the Company completed the acquisition of certain assets of Rabb Resources, LTD.
| Building | $ | |||
| Land | ||||
| Oil and Gas Properties | ||||
| Asset retirement obligation | ( | ) | ||
| $ |
Unrelated Third Party
O’Neal Family
On September 30, 2020,
33
ECOARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(DOLLAR AMOUNTS AND SHARES IN THOUSANDS, EXCEPT PER SHARE DATA)
SEPTEMBER 30, 2021
The purchase prices of these leases were $
| Oil and Gas Properties | $ | |||
| Asset retirement obligation | ( | ) | ||
| $ |
Luling Prospect
On August 16, 2021 the Company and Shamrock Upstream Energy, LLC, a
wholly-owned subsidiary of the Company entered into an agreement with a privately-held limited liability company to acquire working interests
in the Luling Prospect for $
| Oil and gas properties | $ | |||
| $ |
Concordia Leases
On September 1, 2021 the Company and White River Energy, LLC, a wholly-owned
subsidiary of the Company entered into an agreement with several individuals to acquire working interests in the various leases in Concordia,
LA for $
| Working interest in oil and gas wells | $ | |||
| $ |
34
ECOARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(DOLLAR AMOUNTS AND SHARES IN THOUSANDS, EXCEPT PER SHARE DATA)
SEPTEMBER 30, 2021
NOTE 17: FAIR VALUE MEASUREMENTS
The Company measures and discloses the estimated fair value of financial assets and liabilities using the fair value hierarchy prescribed by U.S. generally accepted accounting principles. The fair value hierarchy has three levels, which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available. The three-level hierarchy is defined as follows:
Level 1 – quoted prices for identical instruments in active markets;
Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations in which significant inputs and significant value drivers are observable in active markets; and
Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
Financial instruments consist principally of cash, accounts receivable and other receivables, accounts payable and accrued liabilities, notes payable, and amounts due to related parties. The fair value of cash is determined based on Level 1 inputs. There were no transfers into or out of “Level 3” during the six months ended September 30, 2021 and 2020. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.
Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. The Company records the fair value of the of the warrant derivative liabilities disclosed in accordance with ASC 815, Derivatives and Hedging. The fair values of the derivatives were calculated using the Black-Scholes Model. The fair value of the derivative liabilities is revalued on each balance sheet date with corresponding gains and losses recorded in other income (expense) in the consolidated statement of operations. The following table presents assets and liabilities that are measured and recognized at fair value on a recurring basis as of:
| Level 1 | Level 2 | Level 3 | Total Gains and (Losses) | |||||||||||||
| September 30, 2021 | ||||||||||||||||
| Warrant derivative liabilities | $ | $ | ||||||||||||||
| March 31, 2021 | ||||||||||||||||
| Warrant derivative liabilities | $ | $ | ( | ) | ||||||||||||
35
ECOARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(DOLLAR AMOUNTS AND SHARES IN THOUSANDS, EXCEPT PER SHARE DATA)
SEPTEMBER 30, 2021
NOTE 18: SEGMENT INFORMATION
The Company follows the provisions of ASC 280-10 Disclosures about Segments of an Enterprise and Related Information. This standard requires that companies disclose operating segments based on the manner in which management disaggregates the Company in making operating decisions. Effective July 1, 2021, the Company’s chief operating decision makers in discussion with the finance team determined that the Company will add a fourth reporting segment to account for their Digital Asset mining business. Additionally, on July 1, 2021 the Company will report its home office costs into the Commodity segment, charge its Technology segment a monthly overhead fee, and has recorded typical overhead expenses in their Finance and Digital Asset segments to account for this home office allocation.
| Six Months Ended September 30, 2021 | Digital Assets | Commodities | Financial | Technology | Total | |||||||||||||||
| Segmented operating revenues | $ | $ | $ | $ | $ | |||||||||||||||
| Cost of revenues | ||||||||||||||||||||
| Gross profit | ||||||||||||||||||||
| Total operating expenses net of depreciation, amortization, depletion and accretion | ||||||||||||||||||||
| Depreciation, amortization, depletion and accretion | ||||||||||||||||||||
| Other (income) expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Income (loss) from continuing operations | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | |||||||
| Three Months Ended September 30, 2021 | Digital Assets | Commodities | Financial | Technology | Total | |||||||||||||||
| Segmented operating revenues | $ | $ | $ | $ | $ | |||||||||||||||
| Cost of revenues | ||||||||||||||||||||
| Gross profit | ||||||||||||||||||||
| Total operating expenses net of depreciation, amortization, and impairment | ||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||
| Other expense | ||||||||||||||||||||
| Loss from continuing operations | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | |||||||
| Segmented assets as of September 30, 2021 | ||||||||||||||||||||
| Property and equipment, net | $ | $ | $ | $ | $ | |||||||||||||||
| Oil and Gas Properties/Capitalized drilling costs | $ | $ | $ | $ | $ | |||||||||||||||
| Intangible assets, net | $ | $ | $ | $ | $ | |||||||||||||||
| Goodwill | $ | $ | $ | $ | $ | |||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | |||||||||||||||
36
ECOARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(DOLLAR AMOUNTS AND SHARES IN THOUSANDS, EXCEPT PER SHARE DATA)
SEPTEMBER 30, 2021
| Six Months Ended September 30, 2020 | Commodities | Financial | Technology | Total | ||||||||||||
| Segmented operating revenues | $ | $ | $ | $ | ||||||||||||
| Cost of revenues | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Total operating expenses net of depreciation, amortization, depletion and accretion | ||||||||||||||||
| Depreciation, amortization, depletion and accretion | ||||||||||||||||
| Other (income) expense | ||||||||||||||||
| Loss from continuing operations | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Three Months Ended September 30, 2020 | Commodities | Financial | Technology | Total | ||||||||||||
| Segmented operating revenues | $ | $ | $ | $ | ||||||||||||
| Cost of revenues | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Total operating expenses net of depreciation, amortization, depletion and accretion | ||||||||||||||||
| Depreciation, amortization, depletion and accretion | ||||||||||||||||
| Other (income) expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income from continuing operations | $ | $ | $ | $ | ||||||||||||
| Segmented assets as of September 30, 2020 | ||||||||||||||||
| Property and equipment, net | $ | $ | $ | $ | ||||||||||||
| Oil and Gas Properties | $ | $ | $ | $ | ||||||||||||
| Intangible assets, net | $ | $ | $ | $ | ||||||||||||
| Goodwill | $ | $ | $ | $ | ||||||||||||
| Capital expenditures | $ | $ | $ | $ | ||||||||||||
37
ECOARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(DOLLAR AMOUNTS AND SHARES IN THOUSANDS, EXCEPT PER SHARE DATA)
SEPTEMBER 30, 2021
NOTE 19: LEASES
The Company has adopted ASU No. 2016-02, Leases
(Topic 842), as of April 1, 2019 and will account for their leases in terms of the right of use assets and offsetting lease liability
obligations under this pronouncement. The Company had had only short-term leases up through the acquisition of Banner Midstream. The Company
acquired a right of use asset and lease liability of $
The Company has chosen to implement this standard using the modified retrospective model approach with a cumulative-effect adjustment, which does not require the Company to adjust the comparative periods presented when transitioning to the new guidance. The Company has also elected to utilize the transition related practical expedients permitted by the new standard. The modified retrospective approach provides a method for recording existing leases at adoption and in comparative periods that approximates the results of a modified retrospective approach. Adoption of the new standard did not result in an adjustment to retained earnings for the Company.
The Company’s portfolio of leases contains
both finance and operating leases that relate primarily to the commodity segment. As of September 30, 2021, the value of the unamortized
lease right of use asset is $
| Maturity of lease liability for the operating leases for the period ended September 30, | ||||
| 2022 | $ | |||
| 2023 | $ | |||
| 2024 | $ | |||
| 2025 | $ | |||
| Imputed interest | $ | ( | ) | |
| Total lease liability | $ | |||
| Disclosed as: | ||||
| Current portion | $ | |||
| Non-current portion | $ | |||
| Maturity of lease liability for the financing leases for the period ended September 30, | ||||
| 2022 | $ | |||
| 2023 | $ | |||
| 2024 | $ | |||
| 2025 | $ | |||
| Imputed interest | $ | ( | ) | |
| Total lease liability | $ | |||
| Disclosed as: | ||||
| Current portion | $ | |||
| Non-current portion | $ | |||
| Amortization of the right of use asset for the period ended September 30, | ||||
| 2022 | $ | |||
| 2023 | $ | |||
| 2024 | $ | |||
| Total | $ | |||
38
ECOARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(DOLLAR AMOUNTS AND SHARES IN THOUSANDS, EXCEPT PER SHARE DATA)
SEPTEMBER 30, 2021
Total Lease Cost
Individual components of the total lease cost incurred by the Company is as follows:
| Three months ended September 30, 2021 | Six months ended September 30, 2021 | |||||||
| (unaudited) | (unaudited) | |||||||
| Operating lease expense | $ | | $ | | ||||
| Finance lease expense | ||||||||
| Depreciation of capitalized finance lease assets | ||||||||
| Interest expense on finance lease liabilities | ||||||||
| Total lease cost | $ | $ | ||||||
| Three months ended September 30, 2020 | Six months ended September 30, 2020 | |||||||
| (unaudited) | (unaudited) | |||||||
| Operating lease expense | $ | | $ | | ||||
| Finance lease expense | ||||||||
| Depreciation of capitalized finance lease assets | ||||||||
| Interest expense on finance lease liabilities | ||||||||
| Total lease cost | $ | $ | ||||||
NOTE 20: ASSET RETIREMENT OBLIGATIONS
In conjunction with the approval permitting the Company to resume drilling in the existing fields, the Company has recorded an asset retirement obligation (“ARO”) based upon the plan submitted in connection with the permit. The ARO results from the Company’s responsibility to abandon and reclaim their net share of all working interest properties and facilities.
The following table summarizes activity in the Company’s ARO for the six months ended September 30, 2021 and year ended March 31, 2021:
| September 30, 2021 | March 31, 2021 | |||||||
| (unaudited) | ||||||||
| Balance, beginning of period | $ | $ | ||||||
| Accretion expense | ||||||||
| Reclamation obligations settled | ||||||||
| Disposition due to sale of property | ( | ) | ||||||
| Additions | ||||||||
| Changes in estimates | ||||||||
| Balance, end of period | $ | $ | ||||||
Total ARO at September 30, 2021 and March 31,
2021 shown in the table above consists of amounts for future plugging and abandonment liabilities on our wellbores and facilities based
on third-party estimates of such costs, adjusted for inflation for the periods ended September 30, 2021 and March 31, 2021, respectively.
These values are discounted to present value at
39
ECOARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(DOLLAR AMOUNTS AND SHARES IN THOUSANDS, EXCEPT PER SHARE DATA)
SEPTEMBER 30, 2021
NOTE 21: RELATED PARTY TRANSACTIONS
On May 31, 2019 the Company acquired Trend Holdings.
Pursuant to the merger, the one thousand issued and outstanding shares of common stock of Trend Holdings were converted into
Jay Puchir, the Company’s Treasurer, served
as a consultant to the Company from May 2019 to March 2020 and was paid solely in stock options totaling
Gary Metzger, a director, advanced $
On March 27, 2020, the Company issued
In the Banner Midstream acquisition, Randy S.
May, Chief Executive Officer and Chairman, was the holder of approximately $
On September 22, 2021, Agora became the sole owner
of Trend Discovery. Trend Discovery is the sole owner of TCM, which is the general partner of Trend Discovery LP, a limited partnership,
and the manager of Trend Discovery SPV I, a limited liability company. On August 31, 2021,
The manager of the privately held limited liability company that the Company purchased an interest in for the Luling Prospect is related through marriage to the Chairman and CEO of the Company. The acquisition was determined to be at arms’ length.
40
ECOARK HOLDINGS, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(DOLLAR AMOUNTS AND SHARES IN THOUSANDS, EXCEPT PER SHARE DATA)
SEPTEMBER 30, 2021
NOTE 22: SUBSEQUENT EVENTS
Subsequent to September 30, 2021, the Company had the following transactions:
On October 6, 2021, the Company held a Special
Meeting of Stockholders, and approved (a) an amendment to the Articles of Incorporation to increase the number of common shares authorized
of the Company from
On October 1, 2021, the Company purchased
In addition, between October 7 and November 1,
2021, Agora issued
In October 2021 Bitstream
secured an additional 30 MWs of electrical capacity at a different West Texas location. This supplements the Company’s prior agreement
to secure 12 MWs and as a result the Company will have a total of 42 MWs of electric power for immediate use and benefit to the Company.
Bitstream also plans to participate in the ERCOT responsive reserve market by relinquishing its power back to the Texas grid as power
stabilization events are needed. Additionally, Bitstream has procured mining infrastructure to power the 42 MWs and expects the equipment
and infrastructure to be delivered over the next 120 days. This mining infrastructure includes twenty-one 2,600 kilo-volt amp (KVA) or
similar transformers and the Company’s first shipment of Bitcoin mining application-specific integrated circuits (“ASIC”).
In connection with the increase in electrical capacity, Bitstream entered
into a second binding letter of intent with the power management company pursuant to which
41
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with our unaudited consolidated financial statements and notes thereto presented in this report as well as our audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended March 31, 2021.
Effective with the opening of trading on December 17, 2020, the Company implemented a one-for-five reverse split of its issued and outstanding common stock and a simultaneous proportionate reduction of its authorized common stock. All share and per share figures are reflected on a post-split basis herein.
Dollar amounts and number of shares in this Item 2 are expressed in thousands, except per share and per barrel amounts.
OVERVIEW
Ecoark Holdings is a diversified holding company, incorporated in the state of Nevada on November 19, 2007. Through Ecoark Holdings wholly owned subsidiaries, the Company has operations in three areas: (i) oil and gas, including exploration, production and drilling operations on over 20,000 cumulative acres of active mineral leases in Texas, Louisiana, and Mississippi and transportation services, (ii) post-harvest shelf-life and freshness food management technology, (iii) financial services including investing in a select number of early stage startups, and (iv) a recently launched cryptocurrency mining business designed to assist with electric power opportunities in a deregulated market which exists in Texas.
The Company’s subsidiaries include Banner Midstream Corp. (“Banner Midstream”), White River Holdings Corp. (“White River”), Shamrock Upstream Energy LLC (“Shamrock”), Pinnacle Frac Transport LLC (“Pinnacle Frac”), Capstone Equipment Leasing LLC (“Capstone”), Zest Labs, Inc. (“Zest Labs”), and Agora Digital Holdings, Inc., a Nevada corporation (“Agora”) who was assigned the membership interest in Trend Discovery Holdings LLC, a Delaware limited liability corporation as well as all of Agora’s recently formed subsidiaries as discussed herein, (all references to “Trend Holdings” or “Trend” are now synonymous with Agora) from the Company on September 17, 2021 upon its formation.
On August 4, 2021, the Company’s common stock commenced trading on the Nasdaq Capital Market.
Pinnacle Frac
Through Pinnacle Frac the Company provides transportation of frac sand and logistics services to major hydraulic fracturing and drilling operations. Capstone procures and finances equipment to oilfield transportation service contractors.
White River and Shamrock
Through White River and Shamrock, we are engaged in oil and gas exploration, production, and drilling operations on over 20,000 cumulative acres of active mineral leases in Texas, Louisiana, and Mississippi.
Zest Labs
Zest Labs’ goal is to offer freshness management solutions for fresh food growers, suppliers, processors, distributors, grocers and restaurants. Our efforts with respect to the freshness food management solution have to a considerable degree been focused on preparing for trial and appeals in our previously disclosed lawsuit against Walmart, Inc.
Agora Digital Holdings, Inc.
Through Agora we provide financial services and collect fees from entities which invest in securities, and also plans to operate as a digital asset mining company as described in more detail below.
42
The Company assigned its membership interest in Trend Holdings and its related wholly owned subsidiaries to Agora on September 22, 2021, for the sale of the initial one hundred shares for ten dollars. On October 1, 2021, the Company purchased 41,671 shares of Agora common stock for $4,167 which Agora used to purchase equipment to commence the Bitstream operations.
Trend Holdings formed four subsidiaries, Bitstream Mining, LLC, a Texas Limited Liability Company (“Bitstream”) on May 16, 2021, REStream Processing LLC, a Texas Limited Liability Corp (“REStream”). on May 16, 2021, Trend Discovery Exploration LLC, a Texas Limited Liability Corp. (“Trend Exploration”) on May 27, 2021, and OTZI, LLC, a Delaware Limited Liability Corp. (“OTZI”) on September 2, 2021, in addition to Barrier Crest, LLC (“Barrier Crest”) that was acquired along with Trend Capital Management, Inc. (“TCM”) that was acquired by Ecoark on May 31, 2019.
Agora was organized by Ecoark to enter the digital asset mining business. Because of regulatory uncertainty over digital assets being deemed to be securities, Agora’s initial focus is on mining Bitcoin which the SEC administratively determined is not a security. Because of regulatory concerns and the changing regulatory environment, Agora intends to seek opportunities to engage with cryptocurrencies that do not involve the offer or sale of any securities.
The Company intends to issue a stock dividend through a pro rata distribution of Agora’s common stock to Ecoark’s common shareholders and holders of common stock equivalents. Ecoark plans to distribute 80% of the Agora common stock it holds to its shareholders as of a future record date to be determined upon completion of regulatory compliance. Ecoark plans to retain the remaining 20% ownership in Agora on its balance sheet. As a result of the approval by the board of directors of the Company to divest Agora, the Company, has accounted for this as a disposal other than by sale. Assets to be disposed of other than by sale should continue to be classified as held and used until they are disposed of. Upon disposal, the Company must assess whether the disposed of assets qualify for discontinued operations reporting. If so, the Company will apply the presentation and disclosure requirements of ASC 205-20, and if not, the Company will apply the presentation and disclosure requirements of ASC 360-10.
Overview of Agora Digital Holdings, Inc.
The following is a brief overview of each of the principal subsidiaries that the Company operates through Agora, the Company’s newly formed, majority-owned subsidiary.
Bitstream
Bitstream was organized to be our principal cryptocurrency subsidiary. Bitstream has entered into a series of agreements including arranging for a reliable and economical electric power source needed to efficiently mine Bitcoin, ordering miners, housing infrastructure and other infrastructure to mine Bitcoin and locating a third-party hosting service to operate the miners and the service’s more advanced miners. Agora has spent (and agreed to spend) between $12-$14 million in connection with these agreements, not including future revenue sharing. Agora anticipates that the initial miners will begin operating in early November and by late December or January 2022, the Bitmain S19 Pro miners supplied by the hosting service will be operational. As of October 25, 2021, Bitstream had paid unaffiliated third parties a total of $4,755 and was obligated to pay certain of these third parties an additional $8,686.
Bitstream anticipates that they will deploy and operate modularized data centers (facilities) with the sole purpose of mining digital assets, with Bitcoin initially as the focus. Agora anticipates powering these data centers by acquiring a long-term power contract to purchase electric power from the electric grid in Texas. Once the business is operational, Bitstream intends to continuously add data center facilities by reinvesting their revenues. All data centers will be remotely managed with onsite personnel for servicing and troubleshooting any operational issues. Bitstream plans to utilize the energy to power its energy intensive operations of digital asset mining. Additionally, if Texas experiences another power shortage during the winter or summer months from extreme weather conditions, Bitstream would be able to arbitrage power at favorable margins. Bitstream will do this by temporarily shutting down their cryptocurrency mining operations and sell their purchased power back to the grid at favorable margins. Last winter, during the blackout, the price per kWh exceeded $10 at its peak imbalance, whereas Bitstream’s power cost is expected to be $0.023 per kWh.
43
Bitstream is expected to be the focal point of the Company’s Agora operations during the next 12 months. For this reason, set forth below is a more detailed overview of Bitstream’s developments, planned operations and the cryptocurrency assets and industry in which it will operate.
Trend Exploration
On July 1, 2021, Trend Exploration acquired oil and gas leases with producing oil wells in Louisiana. Trend Exploration was formed to provide an environmental, social and governance (“ESG”) solution to Bitstream’s need for affordable electric power does not intend to be an oil and gas exploration company. Trend Exploration was assigned an 80% working interest in fourteen wells from White River SPV 2, LLC and White River E&P LLC (“Assignors”) on July 1, 2021. In accordance with ASC 205-20, there is a scope exception for oil and gas properties that use the full-cost method of accounting. Under the full-cost method of accounting, all costs associated with property acquisition, exploration, and development activities are capitalized to cost centers, which are established on a country-by-country basis. The definition of discontinued operations, however, applies to disposals of components of an entity, which is defined as the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. As a result, the definition of discontinued operations will not be operable under the full-cost method of accounting because of differences in the tracking and allocation of costs, which is at a much higher level. The Company as a result has not reflected the working interest on the fourteen wells in discontinued operations. The Trend Exploration business is identical to the business noted herein for Banner Midstream.
Trend Capital Management
Trend Capital Management was founded in 2011. Trend Capital Management provides services to and collects fees from entities including Trend Discovery LP (“Trend LP”) and Trend Discovery SPV I, LLC (“Trend SPV”), both of which invest in securities. Trend SPV’s only assets are shares of Ecoark. Trend Capital Management neither invests in securities nor have any role in Trend LP and Trend SPV’s purchase of securities. The investment capital in Trend LP and Trend SPV is from individual investors in those firms, and not from Agora.
Barrier Crest
Barrier Crest provides fund administration and fund formation services to institutional investors. Barrier Crest provides fund administration services to Trend LP and Trend SPV. Barrier Crest, provides fund administration and related services for small hedge funds. Trend Discovery Holdings LLC (“Trend Discovery”) owns an entity which is the general partner but not the investment manager of two investment funds. These investment funds own shares of Ecoark and one also owns warrants of Ecoark.
Part of the financial services strategy envisions the acquisition of a broker-dealer to engage in the digital assets markets. As of the date of this Report, we are not negotiating any potential acquisition. We plan to focus on a target as soon as we can.
Cryptocurrency Mining Overview
Distributed blockchain technology is a decentralized or distributed and encrypted ledger that is designed to offer a secure, efficient, verifiable, and permanent way of storing records and other information without the need for intermediaries. Cryptocurrencies serve multiple purposes. They can serve as a medium of exchange, store of value or unit of account. Examples of cryptocurrencies include Bitcoin, Bitcoin Cash, and Litecoin.
Bitcoin was first introduced in 2008 and was first introduced as a means of exchange in 2009. Bitcoin is a consensus network that enables a new payment system and a completely new form of digital money. It is the first decentralized peer-to-peer payment network that is powered by its users with no central authority or middlemen. From a user perspective, Bitstream believes Bitcoin can be viewed as cash for the Internet. The Bitcoin network shares a public ledger called the “blockchain.” This ledger contains every transaction ever processed, allowing a user’s computer to verify the validity of each transaction. The authenticity of each transaction is protected by digital signatures corresponding to the sending addresses, allowing all users to have full control over sending bitcoins currency rewards from their own bitcoin addresses. In addition, anyone can process transactions using the computing power of specialized hardware and earn a reward in Bitcoins for this service. This process is often called “mining.”
Bitstream plans to mine Bitcoin, and may choose to mine other cryptocurrencies, by acquiring miners to solve complex cryptographic algorithms to support the Bitcoin blockchain (in a process known as “solving a block”). In return for solving a block, Bitstream would receive a Bitcoin.
44
Bitstream will mine Bitcoin using specialized computer equipment referred to as “miners.” Miners measure their capability in terms of processing power, which is known as in the industry as “hashing” power. Hashing power is measured in terms of the number of hashing algorithms solved (or “hashes”) per second, which is the miner’s “hash rate.” Generally speaking, miners with greater hashing power and in turn a higher hash rate relative to other miners attempting to solve a block have a higher chance of solving the block and receiving a cryptocurrency award. However, although newer generations of miners advertise improved energy efficiency, increasing hash rate generally requires greater electrical power, which increases the cost of solving a block and, therefore, the relative cost of mining a cryptocurrency. As additional miners competed for the limited supply of blocks, individuals found that they were working for months without finding a block and receiving any reward for their mining efforts. To address this variance, miners started organizing into pools to share mining rewards more evenly on a pro rata basis based on total hashing capacity contributed to the mining pool. Bitstream will be participating in a mining pool. As of the date of this report, Bitstream is in the process of paying for and receiving delivery of the necessary infrastructure and equipment to commence mining operations using a total of 42 megawatts (“MW”) of electricity, which through conditional and unconditional rights to two sites in West Texas may be increased to up to 372 MW assuming this can be done so on acceptable terms.
Mining Equipment. In September 2021 Bitstream ordered 5,000 used Canaan Avalon 841 13 TH/s miners for $1,350. Delivery of 2,000 of these miners occurred in October 2021. Bitstream’s plan is to use trailer or shipping container-like units as housing infrastructure to house our miners. Bitstream will either build their own or partner with another third-party vendor to build entry level housing infrastructure to deploy the initial mining equipment in November. In August 2021, Bitstream entered into an agreement with a third party which will supply Bitstream with more advanced housing infrastructure in exchange for approximately $375. Delivery of these enhanced housing infrastructure is expected in late 2021 or early 2022.
In September 2021, Bitstream entered into a binding agreement referred to as a Memorandum of Understanding with Elite Mining Inc. (the “Hosting Company”) that will supply high speed miners, host the Company’s data center and operate the miners it installs. In Phase 1 which is a beta test phase, Bitstream paid $600 to the Hosting Company which will also supply 6 MW capacity’s worth of very high speed and efficient miners by mid-January 2022. Bitstream has an option to purchase these high-speed miners at replacement cost (which may be higher than current cost). The Hosting Company may provide hosting for third parties during Phase 1 which reduces the cash flow for Bitstream. This agreement will also allow Bitstream to utilize a minimum of 25 MW of electricity under the initial power purchase agreement in Phase 2. Bitstream can terminate the hosting agreement as soon as Bitstream has secured sufficient capital to replace the hosted Bitmain S19 Pros with their own. Once Bitstream purchases the high-efficiency miners, the Hosting Company cannot host third parties.
Phase 2 is planned to begin in May 2022 which is subject to Bitstream agreeing to proceed. If Bitstream elects to enter Phase 2, it will be required to loan the Hosting Company the funds to develop a production facility in Texas on terms to be negotiated. Bitstream will have certain rights to the production facility capacity from Phase 2 and will pay the Hosting Company for its services.
In October 2021 Bitstream secured an additional 30 MWs of electrical capacity at a different West Texas location. This supplements the Company’s prior agreement to secure 12 MWs and as a result the Company will have a total of 42 MWs of electric power for immediate use and benefit to Bitstream. Bitstream also plans to participate in the Electric Reliability Council of Texas’ (“ERCOT”) responsive reserve market by relinquishing its power back to the Texas grid as power stabilization events are needed. Additionally, Bitstream has procured mining infrastructure to power the 42 MWs and expects the equipment and infrastructure to be delivered over the next 120 days. This mining infrastructure includes twenty-one 2,600 kilo-volt amp (KVA) or similar transformers and the Company’s first shipment of Bitcoin mining application-specific integrated circuits (“ASIC”). The Company has agreed to pay a total $3,376 for the new equipment and infrastructure as follows: (i) $506 upon the order which has been paid, (ii) $506 by November 11, 2021, and (iii) the remaining $2,364 by December 15, 2021.
45
In connection with the increase in electrical capacity, Bitstream entered
into a second binding letter of intent with the power management company pursuant to which
Once the business is operational, Bitstream intends to continuously add data center platforms by reinvesting cash and potentially utilizing leverage to scale operations. All data centers will be remotely managed with onsite personnel for servicing and troubleshooting any operational issues.
Commodities Segment
For the six and three months ended September 30, 2021, the Company’s consolidated revenues from continuing operations consisted almost exclusively of the revenues from, and most of our expenses were related to, the Commodities segment. In our Commodities segment, our activities are primarily directed at the conventional enhancement and development of all productive formations throughout our Louisiana and Mississippi leasehold positions of over 20,000 acres. We intend to continue to enhance and develop our reserves and increase production through exploration activities on our prolific inventory of potential drilling locations.
Key Terms and Metrics
In connection with the management of our businesses, we identify, measure and assess a variety of operating metrics. In the Commodities segment, the principal metrics we use in managing our businesses are set forth below:
“Bbl” – Bbl means barrel of crude oil. Metric used by management to specify the unit of measure (“in barrels”) from which the Company’s midstream customers use to incrementally purchase oil from the Company. Barrels are used as a unit of measure universally across the oil industry so the Company’s adoption of barrels to measure units of oil is a standard practice.
“Mbbl” – Mbbl means a thousand barrels of oil. See comments on “Bbl” metric. “Mbbl” is a standard for measuring larger quantities of barrels of oil in thousands of units.
“Production (Gross)” – Production (Gross) is defined as barrels of oil produced before accounting for working interests from non-mineral owning parties. Metric used by management to specify the total number of barrels of oil produced from a given oil well. Gross production includes both the barrels owned by the oil and gas mineral owners as well as the drilling and investing group who funded and drilled the well which are considered the working interest owners. Gross production is a standard term used universally across the oil industry, so the Company’s adoption of this term is a standard practice.
“Production (Net)” – Production (Net) is defined as the net barrels of oil produced after deducting the ownership portion owned by the mineral owning parties. Unless otherwise specified, management assumes that the mineral ownership portion of a well is 25%, so a 100% working interest would result in a 75% Net Production or Net Revenue interest after accounting for the ownership portion of oil production owned by the mineral owners.
46
Segment Reporting for the Six and Three Months Ended September 30, 2021 and 2020:
Prior to August 26, 2021, the Company operated in three segments. The segments are Financial Services (Trend Holdings), Technology (Zest Labs), and Commodities (Banner Midstream). Effective July 1, 2021, the Company’s chief operating decision makers in discussion with the finance team determined that the Company will add a fourth reporting segment to account for their Digital Asset mining business. Additionally, beginning on July 1, 2021 the Company began reporting its home office costs into the Commodity segment, charging its Technology segment a monthly overhead fee, and has recorded typical overhead expenses in their Finance and Digital Asset segments to account for this home office allocation.
| Six Months Ended September 30, 2021 | Digital Assets | Commodities | Financial | Technology | Total | |||||||||||||||
| Segmented operating revenues | $ | - | $ | 12,642 | $ | 348 | $ | - | $ | 12,990 | ||||||||||
| Cost of revenues | - | 7,166 | - | - | 7,166 | |||||||||||||||
| Gross profit | - | 5,476 | 348 | - | 5,824 | |||||||||||||||
| Total operating expenses net of depreciation, amortization, depletion and accretion | 408 | 9,530 | 271 | 1,593 | 11,802 | |||||||||||||||
| Depreciation, amortization, depletion and accretion | - | 1,627 | - | 111 | 1,738 | |||||||||||||||
| Other (income) expense | - | (3,101 | ) | (220 | ) | (1,099 | ) | (4,420 | ) | |||||||||||
| Income (loss) from continuing operations | $ | (408 | ) | $ | (2,580 | ) | $ | 297 | $ | (605 | ) | $ | (3,296 | ) | ||||||
| Three Months Ended September 30, 2021 | Digital Assets | Commodities | Financial | Technology | Total | |||||||||||||||
| Segmented operating revenues | $ | - | $ | 5,911 | $ | 200 | $ | - | $ | 6,111 | ||||||||||
| Cost of revenues | - | 3,224 | - | - | 3,224 | |||||||||||||||
| Gross profit | - | 2,687 | 200 | - | 2,887 | |||||||||||||||
| Total operating expenses net of depreciation, amortization, and impairment | 408 | 6,016 | 117 | 939 | 7,480 | |||||||||||||||
| Depreciation and amortization | - | 667 | - | 55 | 722 | |||||||||||||||
| Other expense | - | 540 | - | - | 540 | |||||||||||||||
| Loss from continuing operations | $ | (408 | ) | $ | (4,536 | ) | $ | 83 | $ | (994 | ) | $ | (5,855 | ) | ||||||
| Segmented assets as of September 30, 2021 | ||||||||||||||||||||
| Property and equipment, net | $ | 4,247 | $ | 3,360 | $ | - | $ | 181 | $ | 7,788 | ||||||||||
| Oil and Gas Properties/Capitalized drilling costs | $ | - | $ | 14,088 | $ | - | $ | - | $ | 14,088 | ||||||||||
| Intangible assets, net | $ | - | $ | 1,891 | $ | - | $ | - | $ | 1,891 | ||||||||||
| Goodwill | $ | - | $ | 7,002 | $ | 3,223 | $ | - | $ | 10,225 | ||||||||||
| Capital expenditures | $ | 4,247 | $ | - | $ | - | $ | - | $ | 4,247 | ||||||||||
| Six Months Ended September 30, 2020 | Commodities | Financial | Technology | Total | ||||||||||||
| Segmented operating revenues | $ | 5,397 | $ | 194 | $ | - | $ | 5,591 | ||||||||
| Cost of revenues | 3,426 | - | - | 3,426 | ||||||||||||
| Gross profit | 1,971 | 194 | - | 2,165 | ||||||||||||
| Total operating expenses net of depreciation, amortization, depletion and accretion | 5,951 | 194 | 1,481 | 7,626 | ||||||||||||
| Depreciation, amortization, depletion and accretion | 498 | - | 126 | 624 | ||||||||||||
| Other (income) expense | 5,270 | 140 | 701 | 6,111 | ||||||||||||
| Loss from continuing operations | $ | (9,748 | ) | $ | (140 | ) | $ | (2,308 | ) | $ | (12,196 | ) | ||||
47
| Three Months Ended September 30, 2020 | Commodities | Financial | Technology | Total | ||||||||||||
| Segmented operating revenues | $ | 3,174 | $ | 104 | $ | - | $ | 3,278 | ||||||||
| Cost of revenues | 2,333 | - | - | 2,333 | ||||||||||||
| Gross profit | 841 | 104 | - | 945 | ||||||||||||
| Total operating expenses net of depreciation, amortization, depletion and accretion | 3,884 | 65 | 562 | 4,511 | ||||||||||||
| Depreciation, amortization, depletion and accretion | 260 | - | 63 | 323 | ||||||||||||
| Other (income) expense | (8,467 | ) | (735 | ) | (3,672 | ) | (12,874 | ) | ||||||||
| Income from continuing operations | $ | 5,164 | $ | 774 | $ | 3,047 | $ | 8,985 | ||||||||
| Segmented assets as of September 30, 2020 | ||||||||||||||||
| Property and equipment, net | $ | 3,677 | $ | - | $ | 416 | $ | 4,093 | ||||||||
| Oil and Gas Properties | $ | 11,412 | $ | - | $ | - | $ | 11,412 | ||||||||
| Intangible assets, net | $ | 2,208 | $ | - | $ | - | $ | 2,208 | ||||||||
| Goodwill | $ | 7,002 | $ | 3,223 | $ | - | $ | 10,225 | ||||||||
| Capital expenditures | $ | 617 | $ | - | $ | - | $ | 617 | ||||||||
Second Quarter 2021 Operating Highlights
| ● | Revenue for three months ended September 30, 2021 were $6,111, an increase of $3,278 compared to same period in prior year. |
| ● | We recorded a net loss of $5,855 for the second quarter ended September 30, 2021. |
| ● | Our average production was 245 Gross (173 Net) barrels of oil per day during the three months ended September 30, 2021. |
| ● | During the three months ended September 30, 2021, we had no new successful drilling activity. |
| ● | On August 16, 2021, we entered into an agreement with a privately held limited liability company to acquire working interests in the Luling Prospect for $250 |
| ● | On September 1, 2021, we entered into an agreement with several individuals to acquire working interests in the various leases in Concordia, LA for $54 |
| ● | We have entered into a number of agreements through Bitstream where we are obligated to purchase equipment necessary to run the business. Bitstream has estimated this commitment to be approximately $12-$14 million over the next three months inclusive of what has been spent to date. |
Key Trends
Commodity Prices
In early March 2020, oil prices dropped sharply and continued to decline, briefly reaching negative levels as a result of multiple factors affecting the supply and demand in global oil and natural gas markets, including (i) actions taken by OPEC members and other exporting nations impacting commodity price and production levels and (ii) a significant decrease in demand due to the ongoing COVID-19 pandemic. However, certain restrictions on conducting business that were implemented in response to the COVID-19 pandemic have been lifted as improved treatments and vaccinations for COVID-19 have been rolled-out globally since late 2020. As a result, oil and natural gas market prices have improved in response to the increase in demand and global and United States reductions in drilling. However, as of the date of this report oil and natural gas prices have experienced increased volatility due to the uncertainty related to the Delta variant of the virus.
During 2020 and 2021, the posted NYMEX WTI price for crude oil ranged from $(37.63) to $76.25 per Bbl. On September 30, 2021, the NYMEX WTI price for crude oil was $75.03 per Bbl. Commodity prices have historically been volatile and we cannot predict events which may lead to future fluctuations in these prices.
48
Impact of COVID-19
The COVID-19 pandemic previously had a profound effect on the U.S. and global economy and may continue to affect the economy and the industries in which we operate, depending on the vaccine rollouts and the emergence of virus mutations as well as the impact of supply chain disruptions.
COVID-19 did not have a material effect on the Consolidated Statements of Operations or the Consolidated Balance Sheets for fiscal 2021 included in this Form 10-Q in contrast to the material impact it had in the prior fiscal year.
Because the federal government and some state and local authorities are reacting to the current Delta variant of COVID-19, it is creating uncertainty on whether these actions could disrupt the operation of the Company’s business and have an adverse effect on the Company. The extent to which the COVID-19 outbreak may impact the Company’s results will depend on future developments that are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of the virus and the actions to contain its impact.
The CARES Act includes, among other things, provisions relating to payroll tax credits and deferrals, net operating loss carryback periods, alternative minimum tax credits and technical corrections to tax depreciation methods for qualified improvement property. The CARES Act also established a Paycheck Protection Program (“PPP”), whereby certain small business are eligible for a loan to fund payroll expenses, rent and related costs. We had received funding under the PPP, and a majority of that as indicated in our Consolidated Statement of Operations has been forgiven.
Critical Accounting Policies, Estimates and Assumptions
The critical accounting policies listed below are those the Company deems most important to their operations.
Use of Estimates
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, management’s estimate of provisions required for uncollectible accounts receivable, fair value of assets held for sale and assets and liabilities acquired, impaired value of equipment and intangible assets, including goodwill, asset retirement obligations, estimates of discount rates in lease, liabilities to accrue, fair value of derivative liabilities associated with warrants, cost incurred in the satisfaction of performance obligations, permanent and temporary differences related to income taxes and determination of the fair value of stock awards.
Actual results could differ from those estimates.
The estimates of proved, probable and possible oil and gas reserves are used as significant inputs in determining the depletion of oil and gas properties and the impairment of proved and unproved oil and gas properties. There are numerous uncertainties inherent in the estimation of quantities of proven, probable and possible reserves and in the projection of future rates of production and the timing of development expenditures. Similarly, evaluations for impairment of proved and unproved oil and gas properties are subject to numerous uncertainties including, among others, estimates of future recoverable reserves and commodity price outlooks. Actual results could differ from the estimates and assumptions utilized.
49
Oil and Gas Properties
The Company uses the full cost method of accounting for its investment in oil and natural gas properties. Under the full cost method of accounting, all costs associated with acquisition, exploration and development of oil and gas reserves, including directly related overhead costs are capitalized. General and administrative costs related to production and general overhead are expensed as incurred.
All capitalized costs of oil and gas properties, including the estimated future costs to develop proved reserves, are amortized on the unit of production method using estimates of proved reserves. Disposition of oil and gas properties are accounted for as a reduction of capitalized costs, with no gain or loss recognized unless such adjustment would significantly alter the relationship between capitalized costs and proved reserves of oil and gas, in which case the gain or loss is recognized in operations. Unproved properties and development projects are not amortized until proved reserves associated with the projects can be determined or until impairment occurs. If the results of an assessment indicate that the properties are impaired, the amount of the loss from operations before income taxes and the adjusted carrying amount of the unproved properties is amortized on the unit-of-production method.
Limitation on Capitalized Costs
Under the full-cost method of accounting, we are required, at the end of each reporting period, to perform a test to determine the limit on the book value of our oil and gas properties (the “Ceiling” test). If the capitalized costs of our oil and natural gas properties, net of accumulated amortization and related deferred income taxes, exceed the Ceiling, the excess or impairment is charged to expense. The expense may not be reversed in future periods, even though higher oil and gas prices may subsequently increase the Ceiling. The Ceiling is defined as the sum of: (a) the present value, discounted at 10% and assuming continuation of existing economic conditions, of (1) estimated future gross revenues from proved reserves, which is computed using oil and gas prices determined as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month hedging arrangements pursuant to Staff Accounting Bulletin (“SAB”) 103, less (2) estimated future expenditures (based on current costs) to be incurred in developing and producing the proved reserves; plus, (b) the cost of properties being amortized; plus, (c) the lower of cost or estimated fair value of unproven properties included in the costs being amortized; net of (d) the related tax effects related to the difference between the book and tax basis of our oil and natural gas properties.
Oil and Gas Reserves
Reserve engineering is a subjective process that is dependent upon the quality of available data and interpretation thereof, including evaluations and extrapolations of well flow rates and reservoir pressure. Estimates by different engineers often vary sometimes significantly. In addition, physical factors such as results of drilling, testing and production subsequent to the date of an estimate, as well as economic factors such as changes in product prices, may justify revision of such estimates. Because proved reserves are required to be estimated using recent prices of the evaluation, estimated reserve quantities can be significantly impacted by changes in product prices.
Inventories
Crude oil, products and merchandise inventories are carried at the lower of cost (last-in-first-out (LIFO)) or net realizable value. Inventory costs include expenditures and other charges directly and indirectly incurred in bringing the inventory to its existing condition and location.
Accounting for Asset Retirement Obligation
Asset retirement obligations (“ARO”) primarily represent the estimated present value of the amount the Company will incur to plug, abandon and remediate its producing properties at the projected end of their productive lives, in accordance with applicable federal, state and local laws. The Company determined its ARO by calculating the present value of the estimated cash flows related to the obligation. The retirement obligation is recorded as a liability at its estimated present value as of the obligation’s inception, with an offsetting increase to proved properties or to exploration costs in cost of revenues.
50
Revenue Recognition
The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers.
The Company accounts for a contract when it has been approved and committed to, each party’s rights regarding the goods or services to be transferred have been identified, the payment terms have been identified, the contract has commercial substance, and collectability is probable. Revenue is generally recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities.
Revenue recognition for multiple-element arrangements requires judgment to determine if multiple elements exist, whether elements can be accounted for as separate units of accounting, and if so, the fair value for each of the elements.
Revenue from software license agreements of Zest Labs is recognized over time or at a point in time depending on the evaluation of when the customer obtains control of the promised goods or services over the term of the agreement. For agreements where the software requires continuous updates to provide the intended functionality, revenue is recognized over the term of the agreement. For software as a service (“SaaS”) contracts that include multiple performance obligations, including hardware, perpetual software licenses, subscriptions, term licenses, maintenance and other services, the Company allocates revenue to each performance obligation based on estimates of the price that would be charged to the customer for each promised product or service if it were sold on a standalone basis. For contracts for new products and services where standalone pricing has not been established, the Company allocates revenue to each performance obligation based on estimates using the adjusted market assessment approach, the expected cost plus a margin approach or the residual approach as appropriate under the circumstances. Contracts are typically on thirty-day payment terms from when the Company satisfies the performance obligation in the contract.
Revenue under master service agreements is recorded upon the performance obligation being satisfied. Typically, the satisfaction of the performance obligation occurs upon the frac sand load being delivered to the customer site and this load being successfully invoiced and accepted by the Company’s factoring agent.
The Company recognizes their proportionate share of revenue under ASC 606 when: (i) the Company receives notification of the successful sale of a load of crude oil to a buyer; (ii) the buyer will provide a price based on the average monthly price of crude oil in the most recent month; and (iii) cash is received the following month from the crude oil buyer.
The Company will recognize income from digital currency mining from the provision of transaction services within digital currency networks, commonly termed “cryptocurrency mining”. As consideration for those services, the Company will receive digital currency from each specific network in which it participates (“coins”). Income from digital currency mining is measured based on the fair value of the coins received. The fair value is determined using the spot price of the coin on the date of receipt. The coins are recorded on the consolidated balance sheet, as intangible asset – digital currency, at their fair value less costs to sell and re-measured each reporting date, if not sooner. Revaluation gains or losses on the sale of coins for traditional (fiat) currencies will be included in the consolidated statements of operations in accordance with the Company’s treatment of its digital currencies as a traded commodity.
The Company accounts for contract costs in accordance with ASC Topic 340-40, Contracts with Customers. The Company recognizes the cost of sales of a contract as expense when incurred or at the time a performance obligation is satisfied. The Company recognizes an asset from the costs to fulfil a contract only if the costs relate directly to a contract, the costs generate or enhance resources that will be used in satisfying a performance obligation in the future and the costs are expected to be recovered. The incremental costs of obtaining a contract are capitalized unless the costs would have been incurred regardless of whether the contract was obtained.
Cost of sales for Pinnacle Frac includes all direct expenses incurred to produce the revenue for the period. This includes, but is not limited to, direct employee labor, direct contract labor and fuel.
51
Fair Value Measurements
ASC 820 Fair Value Measurements defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosure about fair value measurements. ASC 820 classifies these inputs into the following hierarchy:
Level 1 inputs: Quoted prices for identical instruments in active markets.
Level 2 inputs: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
Level 3 inputs: Instruments with primarily unobservable value drivers.
Digital currencies will consist of cryptocurrency denominated assets and will be included in current assets. Digital currencies will be carried at their fair value determined by the spot rate less costs to sell. The digital currency market is still a new market and is highly volatile; historical prices are not necessarily indicative of future value; a significant change in the market prices for digital currencies would have a significant impact on the Company’s earnings and financial position. Fair value will be determined by taking the price of the coins from the exchanges which the Company most frequently uses.
Digital Currencies
Digital currencies will be included in current assets in the consolidated balance sheets as intangible assets with indefinite useful lives. Digital currencies are recorded at cost less impairment.
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, which is measured using the quoted price of the digital currency at the time its fair value is being measured. 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. 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.
Impairment of Long-lived Assets
Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted future cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.
Segment Information
The Company follows the provisions of ASC 280-10 Segment Reporting. This standard requires that companies disclose operating segments based on the manner in which management disaggregates the Company in making internal operating decisions. The Company and its chief operating decision makers determined that the Company’s operations effective with the May 31, 2019, acquisition of Trend Holdings and the March 27, 2020 acquisition of Banner Midstream now consist of three segments, Agora (Finance), Banner Midstream (Commodities) and Zest Labs (Technology). Effective July 1, 2021, the Company’s chief operating decision makers in discussion with the finance team determined that the Company will add a fourth reporting segment to account for their Digital Asset mining business. Additionally, effective on July 1, 2021 the Company will report its home office costs into the Commodity segment, charge its Technology segment a monthly overhead fee, and has recorded typical overhead expenses in their Finance and Digital Asset segments to account for this home office allocation.
Derivative Financial Instruments
The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of the Company’s financial instruments, including warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company generally uses a Black-Scholes model, as applicable, to value the derivative instruments at inception and subsequent valuation dates when needed. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-measured at the end of each reporting period. The Black-Scholes model is used to estimate the fair value of the derivative liabilities.
52
Recently Issued Accounting Standards
In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contract’s in an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU simplifies the diluted net income per share calculation in certain areas. The ASU is effective for annual and interim periods beginning after December 31, 2021, and early adoption is permitted for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company is currently evaluating the impact that this new guidance will have on its consolidated financial statements.
In May 2021, the FASB issued ASU 2021-04 “Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation— Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815- 40) Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options” which clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. An entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as follows: i) for a modification or an exchange that is a part of or directly related to a modification or an exchange of an existing debt instrument or line-of-credit or revolving-debt arrangements (hereinafter, referred to as a “debt” or “debt instrument”), as the difference between the fair value of the modified or exchanged written call option and the fair value of that written call option immediately before it is modified or exchanged; ii) for all other modifications or exchanges, as the excess, if any, of the fair value of the modified or exchanged written call option over the fair value of that written call option immediately before it is modified or exchanged. The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. The Company is currently evaluating the impact of this standard on its consolidated financial statements.
The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.
Production Data – Six and Three Months Ended September 30, 2021
The following tables set forth our production data for the six months ended September 30, 2021 and 2020:
| Six Months Ended September 30, | ||||||||||||||||
| 2021 | 2020 | |||||||||||||||
| Bbls | Bbls | |||||||||||||||
| Gross | Net | Gross | Net | |||||||||||||
| Production Data: | ||||||||||||||||
| By State/County | ||||||||||||||||
| Mississippi | ||||||||||||||||
| Holmes Cty | 139 | 104 | — | — | ||||||||||||
| Amite | 6,183 | 4,927 | 5,952 | 4,750 | ||||||||||||
| Wilkinson | 7,490 | 5,805 | 4,855 | 3,877 | ||||||||||||
| Pike | 759 | 585 | 113 | 92 | ||||||||||||
| 14,570 | 11,420 | 10,920 | 8,718 | |||||||||||||
| Louisiana | ||||||||||||||||
| Catahoula | 3,244 | 2,210 | 1,488 | 1,204 | ||||||||||||
| Concordia | 3,419 | 1,660 | 2,522- | 1,118 | ||||||||||||
| Tensas | 1,687 | 1,265 | 1,159 | 861 | ||||||||||||
| Lasalle | 609 | 330 | 572 | 310 | ||||||||||||
| Avoyelles | 30,707 | 20,878 | 1,503 | 1,137 | ||||||||||||
| 39,667 | 26,343 | 7,243 | 4,631 | |||||||||||||
| Total | 54,237 | 37,763 | 18,163 | 13,349 | ||||||||||||
53
The following tables set forth our production data for the three months ended September 30, 2021 and 2020:
| Three Months Ended September 30, | ||||||||||||||||
| 2021 | 2020 | |||||||||||||||
| Bbls | Bbls | |||||||||||||||
| Gross | Net | Gross | Net | |||||||||||||
| Production Data: | ||||||||||||||||
| By State/County | ||||||||||||||||
| Mississippi | ||||||||||||||||
| Holmes Cty | 131 | 98 | ||||||||||||||
| Amite | 2,671 | 2,132 | 4,627 | 3,694 | ||||||||||||
| Wilkinson | 3,871 | 2,997 | 3,994 | 3,1988 | ||||||||||||
| Pike | 464 | 364 | 111 | 90 | ||||||||||||
| 7,137 | 5,591 | 8,7328 | 6,982 | |||||||||||||
| Louisiana | ||||||||||||||||
| Catahoula | 1,410 | 1,311 | 1,188 | 953 | ||||||||||||
| Concordia | 2,360 | 1,041 | 2,522 | 1,118 | ||||||||||||
| Tensas | 660 | 495 | 1,087 | 808 | ||||||||||||
| Lasalle | 136 | 74 | 429 | 232 | ||||||||||||
| Avoyelles | 10,863 | 7,407 | 1,124 | 850 | ||||||||||||
| 15,429 | 10,328 | 6,349 | 3,962 | |||||||||||||
| Total | 22,567 | 15,919 | 15,081 | 10,944 | ||||||||||||
RESULTS OF OPERATIONS FOR CONTINUING OPERATIONS FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2021 AND 2020
Revenues
The following table shows revenues for the six months ended September 30, 2021 and 2020:
| Six Months Ended September 30, | ||||||||
| 2021 | 2020 | |||||||
| Oil and Gas Operations | $ | 2,837 | $ | 676 | ||||
| Transportation Services and Other Revenue | 9,805 | 4,721 | ||||||
| Financial Segment | 348 | 194 | ||||||
| Technology Segment | — | — | ||||||
| Total | $ | 12,990 | $ | 5,591 | ||||
54
Oil, Natural Gas and Natural Gas Liquids Revenues. Our revenues are a function of oil production volumes sold and average sales prices received for those volumes.
| Six Months Ended September 30, | ||||||||
| 2021 | 2020 | |||||||
| Revenues: | ||||||||
| Oil and natural gas sales, net of taxes | $ | 2,809 | $ | 676 | ||||
| Other | 28 | — | ||||||
| Total revenues | $ | 2,837 | $ | 676 | ||||
Our oil revenues for the six months ended September 30, 2021 increased by $2,161, or 319%, to $2,809 from $676 during the six months ended September 30, 2020. There was a slight decrease in revenue for the three months ended September 30, 2021 versus the three months ended June 30, 2021 due to the sales of certain leases in the three months ended September 30, 2021 as well as slower production in our main producing well.
The increase in oil production during the six months ended September 30, 2021 as compared to the same period in 2020 resulted in $1,291 of the total increase due to more wells operational in 2021 versus 2020. The remaining revenue increase of $870 was due to an increase in oil prices during the six months ended September 30, 2021 as compared to the same period in 2020.
Average daily production sold increased by 99 barrels of oil per day (“BOPD”) to 219 BOPD during the six months ended September 30, 2021 from 120 BOPD during the six months ended September 30, 2020.
Cost of Revenues and Gross Profit
The following table shows costs of revenues for the six months ended September 30, 2021 and 2020:
| Six Months Ended September 30, | ||||||||
| 2021 | 2020 | |||||||
| Total | $ | 7,166 | $ | 3,426 | ||||
The increase in cost of revenue was primarily due to increased owner operator and fuel expenses of $6,727 for the six months ended September 30, 2021 compared to $3,132 for the six months ended September 30, 2020.
Operating Expenses
The following table shows operating expenses by segment for the six months ended September 30, 2021 and 2020:
| Six Months Ended September 30, | ||||||||
| 2021 | 2020 | |||||||
| Segment | ||||||||
| Commodity segment | $ | 11,157 | $ | 6,449 | ||||
| Technology segment | 1,704 | 1,607 | ||||||
| Digital Assets Segment | 408 | 0 | ||||||
| Financial Segment | 271 | 194 | ||||||
| Total | $ | 13,540 | $ | 8,250 | ||||
55
The following table shows operating expenses for the six months ended September 30, 2021 and 2020:
| Six Months Ended September 30, | ||||||||
| 2021 | 2020 | |||||||
| Operating Expenses | ||||||||
| Salaries and salaries related costs | $ | 3,838 | $ | 3,617 | ||||
| Professional and consulting fees | 382 | 498 | ||||||
| Oilfield supplies and repairs | 1,200 | 874 | ||||||
| Selling, general and administrative costs | 6,382 | 2,271 | ||||||
| Depreciation, amortization, depletion, and accretion | 1,738 | 624 | ||||||
| Research and development | - | 366 | ||||||
| $ | 13,540 | $ | 8,250 | |||||
Selling, General and Administrative
The following table shows selling, general and administrative expenses for the six months ended September 30, 2021 and 2020:
| Six Months Ended September 30, | ||||||||
| 2021 | 2020 | |||||||
| Selling, general and administrative costs | ||||||||
| Capital Raising Costs | $ | 2,126 | $ | - | ||||
| Insurance | 1,526 | 287 | ||||||
| Legal/Audit/Accounting expenses | 647 | 709 | ||||||
| Factoring expenses | 221 | 79 | ||||||
| Equipment Rental | 159 | 34 | ||||||
| Other | 1,703 | 1,162 | ||||||
| $ | 6,382 | $ | 2,271 | |||||
Insurance expense for six months ended September 30, 2020 included a one-time adjustment in commodity segment.
Depreciation, Amortization, Depletion and Accretion
The following table shows depreciation, amortization, depletion and accretion expenses for the six months ended September 30, 2021 and 2020:
| Six Months Ended September 30, | ||||||||
| 2021 | 2020 | |||||||
| Depletion of proved oil and natural gas properties | $ | 722 | $ | 125 | ||||
| Depletion of drilled wells | 418 | - | ||||||
| Depreciation of sand frac transportation equipment | 227 | 214 | ||||||
| Depreciation of midstream assets | 8 | 1 | ||||||
| Depreciation of technology segment assets | 111 | 126 | ||||||
| Amortization of intangible assets | 174 | 142 | ||||||
| Asset retirement obligation accretion | 78 | 16 | ||||||
| Depreciation, depletion and amortization expense | $ | 1,738 | $ | 624 | ||||
The increase in depletion of proved oil and natural gas properties of $597 for the six months ended September 30, 2021 as compared to the six months ended September 30, 2020 is primarily due to full six months of operations in 2021 compared to less than four months in 2020. Increase in depletion of drilled wells due to completion of Deshotel #24 well in March 2021.
Research and Development
Research and development expense decreased from $366 in the six months ended September 30, 2020 to zero in the six months ended September 30, 2021. The $366 reduction in costs is due to the completion of the development of the Zest Labs freshness solutions.
56
Other Income (Expense)
The following table shows other income (expense) for the six months ended September 30, 2021 and 2020:
| Six Months Ended September 30, | ||||||||
| 2021 | 2020 | |||||||
| Change in fair value of derivative liabilities | $ | 4,316 | $ | (16,382 | ) | |||
| Gain (loss) on exchange of warrants for common stock | - | 16,583 | ||||||
| Loss on conversion of long-term debt and accrued expenses | - | (3,969 | ) | |||||
| Gain (loss) on disposal of fixed assets | - | (105 | ) | |||||
| Loss on abandonment of oil and gas property | - | (83 | ) | |||||
| Gain on disposal of ARO related to sale of oil and gas property | 8 | - | ||||||
| Gain on sale of oil and gas property | 713 | - | ||||||
| Interest expense, net of interest income | (617 | ) | (2,155 | ) | ||||
| Other income (expense) | $ | 4,420 | $ | (6,111 | ) | |||
Change in fair value of derivative liabilities for the six months ended September 30, 2021 was a non-cash gain as compared to a non-cash loss for the six months ended September 30, 2020. The $20,698 increase was a result of the fluctuation in the stock price at September 30, 2021 compared to September 30, 2020.
There was a gain in the period ended September 30, 2020 from the extinguishment of the derivative liabilities that when converted to shares of common stock of $16,583. In addition, in the period ended September 30, 2020, there was a loss on the conversion of debt and other liabilities to shares of common stock of $3,969.
Interest expense, net of interest income, for the six months ended September 30, 2020 was the result of the interest incurred on the debt assumed in the Banner Midstream acquisition, the amortization of debt discount of $149 as well as the value related to the granting of warrants for interest of $1,265. For the six months ended September 30, 2021, value related to the granting of warrants for interest was $545.
Oil, Natural Gas and Natural Gas Liquids Costs and Expenses
| Six Months Ended September 30, | ||||||||
| 2021 | 2020 | |||||||
| Costs and expenses (income): | ||||||||
| Production | $ | 279 | $ | 164 | ||||
| Exploration, abandonment, and impairment | 397 | - | ||||||
| Oilfield supplies and repairs | 767 | 793 | ||||||
| Oil & Gas production taxes | 79 | 59 | ||||||
| General and administrative | 928 | 2,146 | ||||||
| Depreciation and amortization | 16 | 5 | ||||||
| Depletion | 1,140 | 126 | ||||||
| Accretion | 78 | 16 | ||||||
| Gain on sale of oil and gas property | (721 | ) | - | |||||
| Loss on abandonment of oil and gas property | - | 82 | ||||||
Net Income (loss)
The following table shows net income (loss) for the six months ended September 30, 2021 and 2020:
| Six Months Ended September 30, | ||||||||
| 2021 | 2020 | |||||||
| Commodities Segment | $ | (2,580 | ) | $ | (9,748 | ) | ||
| Financial Segment | 297 | (140 | ) | |||||
| Digital Assets Segment | (408 | ) | - | |||||
| Technology Segment | (605 | ) | (2,308 | ) | ||||
| Net Income (loss) | $ | (3,296 | ) | $ | (12,196 | ) | ||
Net income from continuing operations for the six months ended September 30, 2021 increased primarily due to the non-cash changes in the fair value of the derivative liability of $20,698 and the non-cash losses incurred on the conversion of debt and expense to equity in the six months ended September 30, 2020 of $3,969, offset by the non-cash gain on the exchange of warrants for common stock in the six months ended September 30, 2020 of $16,583.
57
RESULTS OF OPERATIONS FOR CONTINUING OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020
Revenues
The following table shows revenues for the three months ended September 30, 2021 and 2020:
| Three Months Ended September 30, | ||||||||
| 2021 | 2020 | |||||||
| Oil and Gas Operations | $ | 1,269 | $ | 525 | ||||
| Transportation Services and Other Revenue | 4,642 | 2,649 | ||||||
| Financial Segment | 200 | 104 | ||||||
| Technology Segment | - | - | ||||||
| Total | $ | 6,111 | $ | 3,278 | ||||
Oil, Natural Gas and Natural Gas Liquids Revenues. Our revenues are a function of oil production volumes sold and average sales prices received for those volumes.
| Three Months Ended September 30, | ||||||||
| 2021 | 2020 | |||||||
| Revenues: | ||||||||
| Oil and natural gas sales, net of taxes | $ | 1,259 | $ | 525 | ||||
| Other | 10 | - | ||||||
| Total revenues | $ | 1,269 | $ | 525 | ||||
Our oil revenues for the three months ended September 30, 2021 increased by $734, or 139%, to $1,259 from $525 during the three months ended September 30, 2020. The increase in oil production during the three months ended September 30, 2021 as compared to the same period in 2020 resulted in $403 of the total increase due to more wells operational in 2021 versus 2020. The remaining revenue increase of $331 was due to an increase in oil prices during the three months ended September 30, 2021 as compared to the same period in 2020.
Average daily production sold increased by 56 barrels of oil per day (“BOPD”) to 171 BOPD during the three months ended September 30, 2021 from 115 BOPD during the three months ended September 30, 2020.
Cost of Revenues and Gross Profit
The following table shows costs of revenues for the three months ended September 30, 2021 and 2020:
| Three Months Ended September 30, | ||||||||
| 2021 | 2020 | |||||||
| Total | $ | 3,224 | $ | 2,333 | ||||
The increase in cost of revenue was primarily due to increased owner operator and fuel expenses of $3,166 for the three months ended September 30, 2021 compared to $1,816 for the three months ended September 30, 2020.
58
Operating Expenses
The following table shows operating expenses by segment for the three months ended September 30, 2021 and 2020:
| Three Months Ended September 30, | ||||||||
| 2021 | 2020 | |||||||
| Segment | ||||||||
| Commodity segment | $ | 6,683 | $ | 4,144 | ||||
| Technology segment | 994 | 625 | ||||||
| Digital Assets segment | 408 | - | ||||||
| Financial segment | 117 | 65 | ||||||
| Total | $ | 8,202 | $ | 4,834 | ||||
The following table shows operating expenses for the three months ended September 30, 2021 and 2020:
| Three Months Ended September 30, | ||||||||
| 2021 | 2020 | |||||||
| Operating Expenses | ||||||||
| Salaries and salaries related costs | $ | 2,269 | $ | 1,605 | ||||
| Professional and consulting fees | 245 | 236 | ||||||
| Oilfield supplies and repairs | 856 | 869 | ||||||
| Selling, general and administrative costs | 4,110 | 1,665 | ||||||
| Depreciation, amortization, depletion, and accretion | 722 | 323 | ||||||
| Research and development | - | 136 | ||||||
| $ | 8,202 | $ | 4,834 | |||||
Selling, General and Administrative
The following table shows selling, general and administrative expenses for the three months ended September 30, 2021 and 2020:
| Three Months Ended September 30, | ||||||||
| 2021 | 2020 | |||||||
| Selling, general and administrative costs | ||||||||
| Capital Raising Costs | $ | 2,126 | $ | - | ||||
| Insurance | 854 | 547 | ||||||
| Legal/Audit/Accounting expenses | 373 | 400 | ||||||
| Factoring expenses | 101 | 43 | ||||||
| Equipment Rental | 42 | 21 | ||||||
| Other | 614 | 654 | ||||||
| $ | 4,110 | $ | 1,665 | |||||
59
Depreciation, Amortization, Depletion and Accretion
The following table shows depreciation, amortization, depletion and accretion expenses for the three months ended September 30, 2021 and 2020:
| Three Months Ended September 30, | ||||||||
| 2021 | 2020 | |||||||
| Depletion of proved oil and natural gas properties | $ | 278 | $ | 71 | ||||
| Depletion of drilled wells | 144 | - | ||||||
| Depreciation of sand frac transportation equipment | 118 | 109 | ||||||
| Depreciation of technology segment assets | 55 | 63 | ||||||
| Amortization of intangible assets | 87 | 71 | ||||||
| Asset retirement obligation accretion | 40 | 9 | ||||||
| Depreciation, depletion and amortization expense | $ | 722 | $ | 323 | ||||
The increase in depletion of proved oil and natural gas properties of $207 for the three months ended September 30, 2021 as compared to the three months ended September 30, 2020 is primarily due to additional wells being depleted. Increase in depletion of drilled wells due to completion of Deshotel #24 well in March 2021.
Research and Development
Research and development expense decreased from $136 in the three months ended September 30, 2020 to zero in the three months ended September 30, 2021. The $136 reduction in costs is due to the completion of the development of the Zest Labs freshness solutions.
Other Income (Expense)
The following table shows other income (expense) for the three months ended September 30, 2021 and 2020:
| Three Months Ended September 30, | ||||||||
| 2021 | 2020 | |||||||
| Change in fair value of derivative liabilities | $ | (629 | ) | $ | 1,011 | |||
| Gain (loss) on exchange of warrants for common stock | - | 14,952 | ||||||
| Loss on conversion of long-term debt and accrued expenses | - | (1,775 | ) | |||||
| Gain on disposal of ARO related to sale of oil and gas property | 1 | - | ||||||
| Gain on sale of oil and gas property | 121 | - | ||||||
| Interest expense, net of interest income | (33 | ) | (1,314 | ) | ||||
| Other income (expense) | $ | (540 | ) | $ | 12,874 | |||
Change in fair value of derivative liabilities for the three months ended September 30, 2021 was a non-cash loss as compared to a non-cash gain for the three months ended September 30, 2020. The $1,640 decrease was a result of the fluctuation in the stock price at September 30, 2021 compared to September 30, 2020.
There was a gain in the period ended September 30, 2020 from the extinguishment of the derivative liabilities that when converted to shares of common stock of $14,952. In addition, in the period ended September 30, 2020, there was a loss on the conversion of debt and other liabilities to shares of common stock of $1,775.
Interest expense, net of interest income, for the three months ended September 30, 2020 was the result of the interest incurred on the debt assumed in the Banner Midstream acquisition, the amortization of debt discount of $149 as well as the value related to the granting of warrants for interest of $1,265. For the three months ended September 30, 2021, value related to the granting of warrants for interest was $0.
60
Oil, Natural Gas and Natural Gas Liquids Costs and Expenses
| Three Months Ended September 30, | ||||||||
| 2021 | 2020 | |||||||
| Costs and expenses (income): | ||||||||
| Production | $ | (16 | ) | $ | 409 | |||
| Exploration, abandonment, and impairment | 172 | - | ||||||
| Oilfield supplies and repairs | 668 | 793 | ||||||
| Oil & Gas production taxes | 35 | 49 | ||||||
| General and administrative | 508 | 2,146 | ||||||
| Depreciation and amortization | 8 | 4 | ||||||
| Depletion | 422 | 73 | ||||||
| Accretion | 40 | 9 | ||||||
| Gain on sale of oil and gas property | (121 | ) | - | |||||
| Loss on abandonment of oil and gas property | - | - | ||||||
Net Income (loss)
The following table shows net income (loss) for the three months ended September 30, 2021 and 2020:
| Three Months Ended September 30, | ||||||||
| 2021 | 2020 | |||||||
| Commodities Segment | $ | (4,536 | ) | $ | 5,164 | |||
| Financial Segment | 83 | 774 | ||||||
| Digital Assets Segment | (408 | ) | - | |||||
| Technology Segment | (994 | ) | 3,047 | |||||
| Net Income (loss) | $ | (5,855 | ) | $ | 8,985 | |||
Net income from continuing operations for the three months ended September 30, 2021 decreased primarily due to the non-cash changes in the fair value of the derivative liability of $1,640 and the non-cash losses incurred on the conversion of debt and expense to equity in the three months ended September 30, 2020, offset by the non-cash gain on the exchange of warrants for common stock in the three months ended September 30, 2020.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures.
Net cash used in operating activities was ($6,536) for the six months ended September 30, 2021, as compared to net cash used in operating activities of ($5,111) for the six months ended September 30, 2020. Cash used in operating activities is related to the Company’s net income (loss) partially offset by non-cash expenses, including share-based compensation and the change in the fair value of the derivative liability and net losses incurred in the conversion of debt and liabilities to shares of common stock as well as losses on the sale of fixed assets and abandonment of oil and gas properties.
61
Net cash provided by (used in) investing activities was $(4,549) for the six months ended September 30, 2021, as compared to ($3,171) net cash used in investing activities for the six months ended September 30, 2020. Net cash used in investing activities in 2021 related to the purchase of fixed assets of ($4,247) and oil and gas properties of $(304), offset by sale of fixed assets of $2. For the six months ended September 30, 2020, the cash used in investing activities related to advancement of a note receivable of $275, and the net purchases of fixed assets and oil and gas properties including drilling costs of $2,896.
Net cash provided (used) in financing activities for the six months ended September 30, 2021 was $17,664 that included $19,230 of proceeds from issuance of common stock and warrants, net of fees, and $28 in proceeds received from the exercise of stock options, offset by $1,530 in repayments of debt. This compared with the cash provided by financing activities in the six months ended September 30, 2020 of $9,540 that included $12,253 from the exercise of warrants, $349 from the exercise of stock options, $2,428 from proceeds received from debt form related and non-related parties offset by $5,114 from payments on debt to both related and non-related parties and $316 in payments to prior owners.
On August 6, 2021, the Company closed a registered direct offering (the “Offering”) of 3,478 shares of the Company’s common stock and warrants to purchase 3,478 shares of common stock (the “Warrants”) to institutional investors at a purchase price per share and accompanying Warrant of $5.75 and received net proceeds of approximately $18,249 after deducting fees payable to the placement agent and offering expenses payable by the Company. We have spent and will continue to spend a majority of the net proceeds from this offering to pay the expenses and equipment related to our digital asset mining operation and a portion of the proceeds will continue to be spent on new drilling projects as previously announced. Additionally, approximately $1,000 will be used to fund new intellectual property litigation legal fees and filings.
The Warrants have an exercise price equal to $5.75 per share and will expire April 8, 2025.
At September 30, 2021 we had cash (including restricted cash) of $7,895 and $6,007 as of October 28, 2021 from continuing operations. We had a working capital deficit of $8,733 and $11,845 as of September 30, 2021 and March 31, 2021, respectively. The decrease in the working capital deficit is the result of the non-cash change in the fair value of the derivative liabilities and repayments of long-term debt offset by the net changes in accounts payable and accrued expenses.
The Company has adequate capital resources to meet its cash requirements during the next 12 months.
We expect that in the long term the revenue generating operations in our Commodities segment will continue to improve the liquidity of the Company moving forward. The Company’s capital program for production enhancement and development is expected to be significantly focused on exploiting legacy acreage positions that are economically viable at today’s oil prices. We anticipate that management’s focus on legacy acreage enhancement and development will positively benefit the balance sheet by producing hydrocarbons during a time of increasing demand after the negative impacts of COVID-19.
The amount and timing of our capital expenditures are largely discretionary and within our control. We could choose to defer a portion of these planned capital expenditures depending on a variety of factors, including but not limited to the success of our drilling activities, prevailing and anticipated prices for oil, the availability of necessary equipment, infrastructure and capital, the receipt and timing of required regulatory permits and approvals, seasonal conditions, drilling and acquisition costs and the level of participation by other interest owners. We currently continue to execute on our strategy to reinvest cash flow from operations to enhance, develop and increase oil production, strengthening our balance sheet. We intend to continue monitoring commodity prices and overall market conditions and can adjust capital deployment in response to changes in commodity prices and overall market conditions.
We monitor and adjust our projected capital expenditures for our operations in response to the results of our drilling activities, changes in prices, availability of financing, drilling and acquisition costs, industry conditions, the timing of regulatory approvals, the availability of rigs, contractual obligations, internally generated cash flow and other factors both within and outside our control. If we require additional capital, we may seek such capital through traditional reserve base borrowings, joint venture partnerships, production payment financing, asset sales, offerings of debt and/or equity securities or other means. There is no assurance that the needed capital will be available on acceptable terms or at all. If we are unable to obtain funds when needed or on acceptable terms, we may be required to curtail our drilling programs, which could result in a loss of acreage through lease expirations. In addition, we may not be able to complete acquisitions that may be favorable to us or finance the capital.
Bitstream Expenditures
As of October 25, 2021, the Company has paid unaffiliated third parties a total of $4,755 and is obligated to pay certain of these third parties an additional $8,686 in connection with Bitstream and the establishment of its cryptocurrency mining facilities and operations. Depending upon the availability of capital, Bitstream may spend material additional sums.
62
Contractual Obligations
Our contractual obligations are included in our Notes to the Unaudited Condensed Consolidated Financial Statements. To the extent that funds generated from our operations, together with our existing capital resources, are insufficient to meet future requirements, we will be required to obtain additional funds through equity or debt financings. No assurance can be given that any additional financing will be made available to us or will be available on acceptable terms should such a need arise.
Off-Balance Sheet Arrangements
As of September 30, 2021 and March 31, 2021, we had no off-balance sheet arrangements.
Cautionary Note Regarding Forward Looking Statements
This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the expected revenues from existing and new drilling projects in our oil and gas operations, the proposed digital assets mining business including developing mining facilities and delivery of related infrastructure and power, increasing the electric power supply for our cryptocurrency mining operations, our planned participation in ERCOT and ability to sell power at favorable margins during shortages, the use and benefits of immersion cooling technology for our cryptocurrency mining operations, prospective future litigation, our anticipated stock dividend involving Agora common stock, regulatory changes in the oil and gas industry, our capital program for production enhancement and development, the acquisition of a broker-dealer, our anticipated capital expenditures, and future liquidity. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including: any projections of earnings, revenues or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new products, services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.
The results anticipated by any or all of these forward-looking statements might not occur. Important factors that could cause actual results to differ from those in the forward-looking statements include, among other things, volatility of oil and Bitcoin prices, the risks arising from the new impact of the COVID-19 pandemic, including its future effect on the U.S. and global economies including the oil and gas and cryptocurrency markets, competition, government regulation or action, the costs and results of drilling and cryptocurrency mining activities, risks inherent in drilling operations, availability of equipment, services, resources and personnel required to conduct operating activities, ability to replace reserves and uncertainties related to reserve estimates, contingencies in our development of cryptocurrency mining facilities in West Texas including the need for sufficient land and energy and regulatory approvals uncertainties related to ongoing litigation, risks related to potential impact of natural disasters, other risks and uncertainties related to the proposed digital asset mining business, and cybersecurity risks. Further information on our risk factors is contained in “Item 1A – Risk Factors” in this report and our filings with the SEC, including our Annual Report on Form 10-K for the year ended March 31, 2021 and our prospectus supplement dated August 4, 2021. We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
63
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and principal financial officers, has evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this report. Based on such evaluation, our principal executive and financial officers have concluded that as of the end of the period covered by this report the Company’s disclosure controls and procedures were effective.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in the Company reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Company reports filed under the Exchange Act is accumulated and communicated to management, including the Company’s Chief Executive Officer and Principal Financial Officer (Principal Financial and Accounting Officer), as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There were no material changes in our internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
64
PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Other than discussed below, during the period covered by this report, there were no material developments in the legal proceedings disclosed in our Annual Report on Form 10-K for the year ended March 31, 2021.
| ● | As previously disclosed, on August 1, 2018, Ecoark Holdings, Inc. and Zest Labs, Inc. filed a complaint against Walmart Inc. in the United States District Court for the Eastern District of Arkansas, Western Division. The complaint includes claims for violation of the Arkansas Trade Secrets Act, violation of the Federal Defend Trade Secrets Act, breach of contract, unfair competition, unjust enrichment, breach of the covenant of good faith and fair dealing, conversion and fraud. On April 9, 2021, a Little Rock, Arkansas jury awarded Ecoark and Zest a total of $115 million in damages which includes $65 million in compensatory damages and $50 million in punitive damages and found Walmart Inc. liable on three claims. The federal jury found that Walmart Inc. misappropriated Zest’s trade secrets, failed to comply with a written contract, and acted willfully and maliciously in misappropriating Zest’s trade secrets. We expect Walmart to continue to vigorously defend the litigation and to oppose the verdict in post-trial motions and an appeal. The Company has filed post-trial motions to add an award for their attorneys’ fees as the prevailing party in the litigation. In addition to other post-trial motions, Walmart, Inc. has filed a renewed motion for judgment as a matter of law or, in the alternative, for remittitur or a new trial. As of the date of this Report, the court has not ruled on any of the post-trial motions. |
| ● | On September 21, 2021, Ecoark Holdings, Inc. and Zest Labs, Inc. filed a complaint against Deloitte Consulting, LLP (“Deloitte”) in the Eight Judicial District Court in Clark County, Nevada. The complaint alleges violation of the Nevada Uniform Trade Secret Act and in addition to compensatory damages will also be seeking a preliminary and permanent injunction, attorney’s fees, and punitive damages. The damages at issue are in the hundreds of millions of dollars. Zest Labs, Inc. began working with Deloitte in 2016, in a confidential matter in a pilot program that Zest Labs, Inc. had been engaged for by a large customer. Zest Labs, Inc. engaged in significant discussions, presentations, demonstrations, and information downloads with Deloitte who specifically acknowledged that this information was confidential. This complaint is in the very early stages, and the Company cannot reasonably determine the outcome and potential reward at this time. |
On July 15, 2021, the Company and its directors entered into a Settlement and Mutual Release resolving the legal fees it agreed to pay when it settled a class action that was settled without any financial consequences other than paying agreed upon legal fees. The Company paid $50 to the Plaintiff’s attorneys.
ITEM 1A. RISK FACTORS
Investing in our common stock involves a high degree of risk. Investors should review the new risk factors described below involving our planned Agora operations as well as those contained in our prospectus supplement dated August 4, 2021, in addition to those disclosed in our Form 10-K for the year ended March 31, 2021. Amounts in risk factors are not rounded in thousands.
Risks Related to Our Cryptocurrency Mining Business
We lack an operating history in the cryptocurrency mining space, and our new business is subject to a number of significant risks and uncertainties which affect its future viability.
As of September 30, 2021, we have invested approximately $5 million and agreed to invest approximately $9 million towards the development of our new cryptocurrency mining business. That business, Bitstream, has been formed and entered into agreements for equipment and services but has not commenced material cryptocurrency mining operations. In order to proceed, we must install mining infrastructure at our first mining facility which is in Texas and use electric power to mine cryptocurrencies as well as take advantage of future power shortages such as the one that affected Texas this past winter. Among the risks and uncertainties are:
| ● | We have committed to the payment of approximately $3.4 million for electric power by December 2021, which may threaten the profitability of this venture particularly to the extent the price of Bitcoin declines; | |
| ● | Our team has minimal experience in commercial scale cryptocurrency mining operations; | |
| ● | We will rely upon a third party to conduct our mining operations and will have very limited control over its operations; | |
| ● | There are a limited number of available miners and the demand from competitors is fierce; |
65
| ● | Because of supply chain disruptions including those relating to computer chips, we could encounter delivery delays or other difficulties with the purchase, installment and operation of our mining equipment at our facility, which would adversely affect our ability to generate material revenue from our operations; |
| ● | There are a growing number of well capitalized cryptocurrency mining companies including some that have agreed to merge with special purpose acquisition companies, which competitors have significant capital resources, a large supply of miners and operators with experience in cryptocurrency mining. For example, in August 2021 Cipher Mining Inc., a large cryptocurrency mining company, entered into a business combination with Good Works Acquisition Corp., a Nasdaq-listed special purpose acquisition vehicle; | |
| ● | Bans from governments such as China, together with pending legislation in Congress and other regulatory initiatives threaten the ability to use cryptocurrencies as a medium of exchange; | |
| ● | We may not be able to liquidate our holdings of cryptocurrencies at our desired prices if a precipitous decline in market prices occurs and this could negatively impact our future operations; | |
| ● | We have not planned to hedge the conversion of any of our sales of cryptocurrencies; and | |
| ● | Historical performance of cryptocurrencies is not indicative of their future price performance. | |
For all of these reasons, our cryptocurrency mining business may not be successful.
Because we are subject to risks associated with our need for sufficient real property and a continuous source of significant electric power at economically favorable prices, our current efforts and negotiations for these resources to commence operations at our planned West Texas facilities may ultimately be unsuccessful.
Our planned Bitcoin mining operations require both land on which to install mining equipment and significant amounts of electric power to operate such equipment. We have secured a binding definitive agreement to lease or purchase land to set up mining equipment we have already purchased, and we have committed to paying approximately $3.4 million by December 2021 for the infrastructure and source of 42 MW of electricity needed to operate at the capacity intended at our West Texas facilities; however these high costs and uncertainties may harm our ability to become profitable, particularly if the price of Bitcoin declines. While we have arranged for the delivery of the transformers necessary to use up to 42 MW of electricity, we have conditional and unconditional rights to two sites in West Texas for up to 372 MW, subject to approval by the local government. If we or the third parties with whom we contract fail to obtain, deliver and install the necessary items for the required energy as and when needed and on commercially viable terms, our results of operations and future prospects will be materially adversely affected. There may not be an alternative source of electricity, or the resources needed to access it, and the establishment and growth of our cryptocurrency mining operations may be stifled or hindered as a result.
To the extent we purchase additional miners or acquire new miners which require greater surface areas and/or higher energy inputs, our land and electricity requirements would grow. If we are unable to continue to obtain sufficient electric power to operate our miners on a cost-effective basis, we may not realize the anticipated benefits of our significant capital investments in new miners. Further, if we are unable to locate and acquire new locations to expand our mining operations, our prospects will be hindered. There can be no guarantee that our operational costs will not increase in the future, in which case there can be no assurance that we can obtain the needed energy at acceptable prices, volume and other terms, if at all.
66
Additionally, our mining operations could be materially and adversely affected by prolonged power outages, and we may have to reduce or cease our operations in the event of an extended power outage, or as a result of the unavailability or increased cost of electric power as occurred in Texas last Winter. While we intend to participate in the responsive reserve program of the Electric Reliability Council of Texas should this issue arise, which could offset some or all of the revenue losses, were this were to occur, our business and results of operations could nonetheless be materially and adversely affected, particularly if the reserve program fails.
Our mining operating costs could outpace our mining revenues, which would continue to put a strain on our business or increase our losses.
Our mining operations will be costly and our expenses may increase in the future. This expense increase may not be offset by a corresponding increase in revenue. Our expenses may be greater than we anticipate, and our investments to make our business more efficient may not succeed and may outpace monetization efforts. For example, we recently agreed to pay approximately $3.4 million for delivery, installment and operation of 42 MW electrical capacity which we may increase in the future. Increases in our costs without a corresponding increase in our revenue would increase our losses and could seriously harm our business and financial performance.
The cost of obtaining new and replacement miners and parts will likely continue to be highly capital intensive which may have a material and adverse effect on our business and results of operations.
Our mining operations can only be successful and ultimately profitable if the costs, including hardware and electricity costs, associated with mining Bitcoin are lower than the price of the Bitcoin we mine when we sell them. Our miners and related equipment will be subject to ordinary wear and tear from operation and may also face more significant malfunctions caused by factors which may be beyond our control. For example, certain miner models such as the Bitmain S17 model has displayed glitches and defects in the past, such that many operators were forced to repair or replace them. To launch our cryptocurrency operations, we have acquired 5,000 used Canaan AvalonMiner 841 13 (TH/s) miners. Upon delivery in late 2021, our third-party hosting company will deploy Bitmain S19 Pro miners which we will share. Further, the initial AvalonMiner 841 miners we will use are less effective at mining Bitcoin than the Bitmain S19 Pro miners because they operate at a lower hashrate, meaning our initial revenue will be lower than the potential of our mining facility due to less effective equipment as well as lower electricity access. Therefore, while risk of loss of the initial miners during the facility set up process will be mitigated due to the lower price of such miners, in this case the reduction in revenue potential is the tradeoff. Contingencies such as these are one of the factors that render cryptocurrency mining highly cost intensive and pose a serious potential hindrance on our mining operations and ability to generate revenue or obtain profitability.
Additionally, as the mining technology evolves, we may need to acquire newer models of miners to remain competitive in the market. Over time, we may replace those miners which are no longer functional or efficient or powerful enough with new miners purchased from third-party manufacturers, the cost of which may be higher than what we spent on prior models and/or such that we will need to raise more capital to do so. For instance, the price of Bitcoin miners has historically been somewhat correlated to the price of Bitcoin, which has appreciated in recent years. Depending on the price of new miners and our operational needs at the time we decide to replace miners in the future, we may have to do so at higher costs than we could have previously, which would add to our losses. Alternatively, even absent defects or reductions in computing power, mining machine models are upgraded frequently, and we are and will continue to be subject to either higher competitive pressure as a result or will be forced to expend large amounts of capital to remain competitive and maintain optimal hash rates.
Inevitably, our older miners and related equipment we deploy will need to be repaired or replaced as a product of ordinary wear and tear and depreciation and/or competitive forces in the marketplace or other factors rendering our current miners obsolete. Any upgrading we may need or choose to undertake will require substantial capital investment, and we may face challenges in locating the requisite capital in a timely manner and/or on terms favorable to us or not highly dilutive to our investors. If we are unable to obtain adequate numbers of new and replacement miners in sufficient quantities or without delay, we may be unable to compete in our highly competitive and continuously developing industry. If this happens, we may not be able to mine Bitcoin or other cryptocurrency as efficiently or in sufficient amounts relative to our competition or at all and, as a result, our business and financial results could suffer which could, in turn, have a material adverse effect on the trading price of our common stock.
67
Governmental action against digital assets and Bitcoin mining may have a materially adverse effect on the industry, and could affect us if widely adopted.
We and the cryptocurrencies on which our operations will depend are and could become subject to bans and other regulations aimed at preventing what are perceived as some of the negative attributes of Bitcoin and Bitcoin mining. For example, on September 24, 2021 China declared all transactions in and mining of cryptocurrencies, including Bitcoin, illegal. While the ultimate long-term effect of this ban remains uncertain, it could significantly hinder our prospects by limiting a large market for cryptocurrencies within a growing economy. In the hours following China’s announcement of the ban, the price of Bitcoin, which is tied to some extent to public perception of its future value as a form of currency, dropped by nearly $4,000. The ban followed piecemeal regulatory action within China against cryptocurrencies, which was due in part to concerns about the potential for manipulative practices and excessive energy consumption. This could demonstrate the beginning of a regional or global regulatory trend in response to these or other concerns surrounding cryptocurrencies, and similar action in a jurisdiction in which we operate or in general could have devastating effects to our operations. If further regulation follows, it is possible that our industry may not be able to adjust to a sudden and dramatic overhaul to our ability to deploy energy towards the operation of mining equipment.
Because we are unable to influence or predict future regulatory actions taken by governments, we may face difficulty monitoring and responding to rapid regulatory developments affecting Bitcoin mining, which may have a materially adverse effect on our industry and, therefore, our business and results of operations. If further regulatory action is taken by governments in the United States or elsewhere, our business may be materially harmed and you could lose some or all of your investment.
Because there are several competitors in our industry that are purchasing mining equipment at scale and due to supply chain disruptions, we may encounter delays or difficulty in us obtaining new miners, which could materially and adversely affect our business and results of operations.
Many of the competitors in our industry have also been purchasing mining equipment at scale, which has caused a world-wide shortage of mining equipment and components used to produce them, as well as delayed delivery schedules for new miner purchases. There can be no assurances the mining equipment manufacturers on which we will rely will be able to keep pace with the surge in demand for mining equipment when we obtain, upgrade and/or expand upon our current miners. The supply chain disruptions we are facing may adversely affecting us including the shortages of transformers needed to power our miners. Additionally, the supply of the materials used to produce miners, such as the application-specific integrated circuit (“ASIC”) computer chips that are the primary feature in their computing power, may become subject to shortages, which could also either increase the cost beyond what we can reasonably afford or reduce their availability without unreasonable delay or at all. It is uncertain how manufacturers will respond to these trends and whether they can deliver on the schedules promised to any or all of their customers in the future. In the event manufacturers of mining equipment or component parts or materials are not able to keep pace with demand or avoid supply shortages, we may not be able to purchase such products in sufficient quantities, at reasonable prices or on the delivery schedules that meet our business needs, which could have a material adverse effect on our business and results of operations.
68
To the extent that the profit margins of Bitcoin mining operations are not high, Bitcoin mining companies or other participants in the Bitcoin industry are more likely to immediately sell Bitcoins in the market, thereby constraining growth of the price of Bitcoin that could adversely impact us.
Over the years, Bitcoin mining operations have shifted from individual users mining with computer processors, graphics processing units and first-generation ASIC servers to larger enterprises with newer, more “professionalized” sources of processing power which has been predominantly added by “professionalized” mining operations and resulting demand for more professionalized and powerful miners having faster hash rates. These professionalized mining operations may use proprietary hardware or sophisticated ASIC machines acquired from ASIC manufacturers. Acquiring this specialized hardware at scale requires the investment of significant up-front capital, and mine operators incur significant expenses related to the operation of this hardware at scale, such as the leasing of operating space, which is often done in data centers or warehousing facilities, obtaining and paying for an electricity supply to run the miners and employing technicians to operate the mining facilities.
As a result, these professionalized mining operations are of a greater scale than prior miners and have more defined and regular expenses and liabilities. Because these regular expenses and liabilities require professionalized mining operations to maintain profit margins on the sale of Bitcoin, to the extent the price of Bitcoin declines and such profit margin is constrained, such mining companies are incentivized to sell Bitcoin earned from mining operations more rapidly than individual mining companies who in past years were more likely to hold newly mined Bitcoin for longer periods. The immediate selling of newly mined Bitcoin greatly increases the trading volume of Bitcoin, creating downward pressure on the market price of Bitcoin rewards.
The extent to which the value of Bitcoin mined by a professionalized mining operation exceeds the allocable capital and operating costs determines the profit margin of such an operation. A professionalized mining operation may be more likely to sell a higher percentage of its newly mined Bitcoin rapidly if it is operating at a low profit margin and it may partially or completely cease operations if its profit margin is negative. In a low profit margin environment, a higher percentage could be sold more rapidly, thereby potentially depressing Bitcoin prices. Lower Bitcoin prices could result in further tightening of profit margins for professionalized mining operations creating a network effect that may further reduce the price of Bitcoin until mining operations with higher operating costs become unprofitable forcing them to reduce mining power or cease mining operations temporarily.
Because many of our miners are designed specifically to mine Bitcoin, our future success will depend in large part upon the value of Bitcoin, and any sustained decline in its value could adversely affect our business and results of operations.
Our operating results will depend in large part upon the value of Bitcoin because it is the primary cryptocurrency we intend to mine, particularly during the short term. Specifically, our revenues from our Bitcoin mining operations are expected to be based upon two factors: (1) the number of Bitcoin rewards we successfully mine and (2) the value of Bitcoin. This means that our operating results will be subject to swings based upon increases or decreases in the value of Bitcoin. Furthermore, our mining operations will focus primarily on producing Bitcoin (as opposed to other cryptocurrencies), and our current miners will principally utilize an algorithm, referred to as SHA-256, which is designed primarily for mining Bitcoin. We will therefore be unable to use these miners to mine other cryptocurrencies, such as Ethereum, because of this algorithm. If other cryptocurrencies overtake Bitcoin in terms of acceptance, the value of Bitcoin could decline. Further, if Bitcoin were to switch its proof of work algorithm from SHA-256 to another algorithm for which our miners would not be suited or if the value of Bitcoin were to decline for other reasons, particularly if such decline were significant or over an extended period of time, we would likely incur very significant costs in retooling or replacing our existing miners with miners better suited for these new protocols and our operating results could be adversely affected. This could result in a material adverse effect on our ability to execute our business strategy, which would harm your investment in us.
69
Bitcoin is subject to halving, meaning that the Bitcoin rewarded for solving a block will be reduced in the future and its value may not commensurately adjust to compensate us for such reductions, and the overall supply of Bitcoin is finite.
Bitcoin is subject to “halving,” which is the process by which the Bitcoin reward for solving a block is reduced by 50% for every 210,000 blocks that are solved. This means that the amount of Bitcoin we (or any other mining company) are rewarded for solving a block in the blockchain is permanently cut in half. For example, the latest halving having occurred in May 2020, with a revised payout of 6.25 Bitcoin per block solved, down from the previous reward rate of 12.5 Bitcoin per block solved. There can be no assurance that the price of Bitcoin will sufficiently increase to justify the increasingly high costs of mining for Bitcoin given the halving feature. If a corresponding and proportionate increase in the trading price of these cryptocurrencies does not follow these anticipated halving events, the revenue we earn from our mining operations would see a corresponding decrease, which would have a material adverse effect on our business and operations. To illustrate, even if the price of Bitcoin remains at its price as of today, all other factors being equal (including the same number of miners and a stable hash rate) our revenue would decrease substantially upon the next halving.
Further, due to the halving process, unless the underlying code of the Bitcoin blockchain is altered (which may be unlikely given its decentralized nature), the supply of Bitcoin is finite. Once 21 million Bitcoin have been generated by virtue of solving blocks in the blockchain, the network will stop producing more which is not anticipated until 2140. Currently, there are approximately 19 million Bitcoin in circulation representing about 90% of the total supply of Bitcoin under the current source code. For the foregoing reasons, the halving feature exposes us to inherent uncertainty and reliance upon the historically volatile price of Bitcoin, rendering an investment in us particularly speculative, especially in the long-term. If the price of Bitcoin does not significantly increase in value, your investment could become worthless.
Interruptions to Internet access could disrupt our operations, which could adversely affect our business and results of operations.
Our cryptocurrency mining operations will require access to high-speed Internet to be successful. If we lose Internet access for a prolonged period, we may be required to reduce our operations or cease them altogether. A disruption of the Internet may affect the use of cryptocurrencies and subsequently the value of our securities. Generally, cryptocurrencies and our business of mining cryptocurrencies is dependent upon the Internet. A significant disruption in Internet connectivity could disrupt a currency’s network operations until the disruption is resolved and have an adverse effect on the price of Bitcoin and our ability to mine Bitcoin. If this occurs, our business and results of operations may suffer, and our investors may be materially and adversely effected.
Bitcoin has forked multiple times and additional forks may occur in the future which may affect the value of Bitcoin held or mined by the Company.
To the extent that a significant majority of users and mining companies on a cryptocurrency network install software that changes the cryptocurrency network or properties of a cryptocurrency, including the irreversibility of transactions and limitations on the mining of new cryptocurrency, the cryptocurrency network would be subject to new protocols and software. However, if less than a significant majority of users and mining companies on the cryptocurrency network consent to the proposed modification, and the modification is not compatible with the software prior to its modification, the consequence would be what is known as a “fork” of the network, with one prong running the pre-modified software and the other running the modified software. The effect of such a fork would be the existence of two versions of the cryptocurrency running in parallel yet lacking interchangeability and necessitating exchange-type transaction to convert currencies between the two forks. Additionally, it may be unclear following a fork which fork represents the original cryptocurrency and which is the new cryptocurrency. Different metrics adopted by industry participants to determine which is the original asset include: referring to the wishes of the core developers of a cryptocurrency, blockchains with the greatest amount of hashing power contributed by miners or validators; or blockchains with the longest chain. A fork in the network of a particular cryptocurrency could adversely affect an investment in our securities or our ability to operate.
Since August 1, 2017, Bitcoin’s blockchain was forked multiple times creating alternative versions of the cryptocurrency such as Bitcoin Cash, Bitcoin Gold and Bitcoin SV. The forks resulted in a new blockchain being created with a shared history, and a new path forward. The value of the newly created versions including Bitcoin Cash, Bitcoin Gold and Bitcoin SV may or may not have value in the long run and may affect the price of Bitcoin if interest is shifted away from Bitcoin to the newly created cryptocurrencies. The value of Bitcoin after the creation of a fork is subject to many factors including the value of the fork product, market reaction to the creation of the fork product, and the occurrence of forks in the future. As such, the value of Bitcoin could be materially reduced if existing and future forks have a negative effect on Bitcoin’s value.
70
If we successfully complete the development of our initial facilities, our planned mining operations, including the miners, the housing infrastructure, the land and the facilities as a whole in which our miners will be operated, will be subject to risks related to uninsured losses and potential damage and contingencies for which we may not be adequately prepared.
Our initial mining facilities and any future facilities we may establish will be subject to a variety of risks relating to housing all of our operations, which include keeping expensive revenue-generating equipment at a single physical location. While we intend to obtain insurance covering general liability, it may not cover all potential losses fully or at all. Some of the risks we face are expected to include:
| ● | the possibility of construction or repair defects or other structural damage to the housing infrastructure which we will acquire to house our miners; | |
| ● | any noncompliance with or liabilities under applicable environmental, health or safety regulations or requirements or building permit requirements; | |
| ● | any damage resulting from natural disasters, such as tornadoes, fires, floods and windstorms; | |
| ● | claims by employees and others for injuries sustained at our facility; | |
| ● | theft, arson or other crimes upon our facility; | |
| ● | adverse changes in national and local economic and market conditions; and | |
| ● | the potential for un-insured or underinsured losses. | |
For example, our facilities could be rendered inoperable, temporarily or permanently, as a result of a fire or other natural disaster or by a terrorist or other attack on a facility. The security and other measures we take to protect against these risks may not be sufficient. Additionally, our mining efforts could be materially adversely affected by a power outage or loss of access to the electrical grid or loss by the grid of cost-effective sources of electric power generating capacity. Given our constant power requirement to operate our miners and generate revenue, it would not be feasible to run miners on back-up power generators in the event of a power outage. In the event of an uninsured or under-insured loss, including a loss in excess of insured limits, at any of the miners in our network, such miners may not be adequately repaired in a timely manner or at all and we may lose some or all of the future revenues which could have otherwise been derived from such miners. To the extent the miners, the housing infrastructure in which they are held, or the land itself is permanently damaged, we may not be able to bear the cost of repair or replacement. Should any of these events transpire, we may not be able to recover, could lose a material amount of potential revenue, and our business and results of operations could be materially harmed as a result.
We will be relying upon a third party to establish and grow our mining efforts and will have limited ability to control their operations.
We have entered into a binding agreement with a third party pursuant to which it will host a third parties’ miners. We will receive a portion of the resulting revenue. Under the agreement, we will also have the ability to purchase the hosted miners in a “virtual swap” transaction wherein we pay for replacement equipment and in turn have the mining revenue from the hosted miners routed to our digital account. Our agreement gives us limited ability to control the initial mining efforts or oversee the operations. Further the equipment to be used will also include new state-of-the art miners using immersion technology to cool the computer hardware. If this technology fails to work as anticipated, it will adversely affect our future operations. Further our agreement provides no remedies, and we may not be successful in proving or collecting any damages.
71
Because of the reliance on a third-party mining pool service providers for our mining, its operations may have a negative impact on the Company’s results of operations.
The third-party hosting company will arrange our cryptocurrency mining operations using a mining pool, in which multiple cryptocurrency mining operators agree to join together and if any of them are rewarded Bitcoin for mining a block on the blockchain, the pool participants receive a portion of such reward based on the computing power contributed to mining that block. If we are able to participate in a mining pool, we would receive Bitcoin mining rewards from our mining activity through a third-party mining pool operator. Mining pools allow miners to combine their processing power, increasing their chances of solving a block and getting paid by the network. Should the pool operator’s system suffer downtime due to a cyber-attack, software malfunction or other similar issues, it will negatively impact our ability to mine and receive revenue. Furthermore, we are dependent on the accuracy of the mining pool operator’s record keeping to accurately record the total processing power provided to the pool for a given Bitcoin mining application in order to assess the proportion of that total processing power we provided. We would have limited means of recourse against the mining pool operator if we determine the proportion of the reward paid out to us by the mining pool operator is incorrect, other than leaving the pool. If we are unable to consistently obtain accurate proportionate rewards from our mining pool operators, we may experience reduced reward for our efforts, which would have an adverse effect on our business and operations.
There is a possibility of cryptocurrency mining algorithms transitioning to proof of stake validation and other mining related risks, which could make us less competitive and ultimately adversely affect our business and the value of our stock.
Proof of stake is an alternative method in validating cryptocurrency transactions that is less dependent on the consumption of electricity. Should the algorithm shift from a proof of work validation method to a proof of stake method, mining would likely require less energy, which may render any company that maintains advantages in the current climate (for example, from lower priced electricity, processing, real estate, or hosting) less competitive. We, as a result of our efforts to optimize and improve the efficiency of our Bitcoin mining operations by seeking to acquire low cost, long-term electricity, may be exposed to the risk in the future of losing the relative competitive advantage we may have over some of our competitors as a result, and may be negatively impacted if a switch to proof of stake validation were to occur. This is because we have invested heavily in setting up our facility based on the mining algorithms method of validation. Such events could have a material adverse effect on our ability to continue as a going concern, which could have a material adverse effect on our business, prospects or results of operations, the value of Bitcoin and your investment in us.
We may be accused of infringing intellectual property rights of third parties.
We may be subject to legal claims of alleged infringement of the intellectual property rights of third parties. Due to the open-source and constantly evolving nature of businesses involving digital assets such as cryptocurrencies, we may not always be able to determine that we are using or accessing protected information or software. For example, there could be issued patents of which we are not aware that our activities or the equipment or software we use may infringe. The ready availability of damages, royalties and the potential for injunctive relief has increased the defense litigation costs of patent infringement claims, especially those asserted by third parties whose sole or primary business is to assert such claims. Such claims, even if not meritorious, may result in significant expenditure of financial and managerial resources, and the payment of damages or settlement amounts. Additionally, we may become subject to injunctions prohibiting us from using software or business processes we currently use or may need to use in the future or requiring us to obtain licenses from third parties when such licenses may not be available on financially feasible terms or terms acceptable to us or at all. In addition, we may not be able to obtain on favorable terms, or at all, licenses or other rights with respect to intellectual property we do not own in providing ecommerce services to other businesses and individuals under commercial agreements.
Because of our focus on Bitcoin mining, particularly during the short-term, the trading price of shares of our common stock may increase or decrease with the trading price of Bitcoin, which subjects investors to pricing risks, including “bubble” type risks, and volatility.
Because of our dependence on Bitcoin, particularly in our early stages, the trading prices of our common stock may at times be tied to the trading prices of Bitcoin. Specifically, we may experience adverse effects on our stock price when the value of Bitcoin drops. Furthermore, if the market for Bitcoin mine operators’ stocks or the stock market in general experiences a loss of investor confidence, the trading price of our stock could decline for reasons unrelated to our business, operating results or financial condition. The trading price of our common stock could be subject to arbitrary pricing factors that are not necessarily associated with traditional factors that influence stock prices or the value of non-cryptocurrency assets such as revenue, cash flows, profitability, growth prospects or business activity since the value and price, as determined by the investing public, may be influenced by uncertain contingencies such as future anticipated adoption or appreciation in value of cryptocurrencies or blockchains generally, and other factors over which we have little or no influence or control.
72
Bitcoin and other cryptocurrency market prices, which have historically been volatile and are impacted by a variety of factors (including those discussed below), are determined primarily using data from various exchanges, over-the-counter markets and derivative platforms. Furthermore, such prices may be subject to factors such as those that impact commodities, more so than business activities, which could be subjected to additional influence from fraudulent or illegitimate actors, real or perceived scarcity, and political, economic, regulatory or other conditions. Pricing may be the result of, and may continue to result in, speculation regarding future appreciation in the value of cryptocurrencies, or our share price, making their market prices more volatile or creating “bubble” type risks for the trading price of Bitcoin.
During the year ended December 31, 2020, the trading price of Bitcoin appreciated significantly, from a low closing value of approximately $5,000 per Bitcoin in March 2020, to a high closing value of approximately $29,400 per Bitcoin in December 2020. During 2021, the trading price of Bitcoin has been volatile with a high of $66,999 as of October 19, 2021 and lows of $33,077.43 as of July 12, 2021 and $35,513 as of February 2, 2021. As of November 1, 2021, the price was $61,482.70. This volatility was reflected on September 24, 2021 when at 1:30 pm Eastern Time the price of Bitcoin was approximately $41,151, down almost $4,000 from earlier in the day following news of China’s blanket ban on cryptocurrencies. In 2017, the trading price of Bitcoin increased to nearly $20,000 per Bitcoin (then an all-time high), only to decline significantly and sharply to a low of approximately $3,400 per Bitcoin in December 2018. There can be no assurances that similar fluctuations in the trading price of Bitcoin will not occur in the future. Accordingly, since our revenue will depend on the price of Bitcoin, and the trading price of our securities may therefore at times be connected to the trading price of Bitcoin, if the trading price of Bitcoin again experiences a significant decline, we could experience a similar decline in revenue and/or in the trading price for shares of our common stock. If this occurs, you may lose some or all of your investment.
The markets for Bitcoin and other cryptocurrencies and the existing markets may be under-regulated and, as a result, the market price of Bitcoin may be subject to significant volatility or manipulation, which could decrease consumer confidence in cryptocurrencies and have a materially adverse effect on our business and results of operations.
Cryptocurrencies that are represented and trade on a ledger-based platform and those who hold them may not enjoy the same benefits as traditional securities available on trading markets and their investors. Stock exchanges have listing requirements and vet issuers, requiring them to be subjected to rigorous listing standards and rules, and monitor investors transacting on such platform for fraud and other improprieties. These conditions may not necessarily be replicated on a distributed ledger platform, depending on the platform’s controls and other policies. The more lax a distributed ledger platform is about vetting issuers of cryptocurrency assets or users that transact on the platform, the higher the potential risk for fraud or the manipulation of the ledger due to a control event. We believe that Bitcoin is not a security under federal and state law. This eliminates an ability to police fraud.
Bitcoin and other cryptocurrency market prices have historically been volatile, are impacted by a variety of factors, and are determined primarily using data from various exchanges, over-the-counter markets and derivative platforms. Furthermore, such prices may be subject to factors such as those that impact commodities, more so than business activities, which could be subjected to additional influence from fraudulent or illegitimate actors, real or perceived scarcity, and political, economic, regulatory or other conditions. Pricing may be the result of, and may continue to result in, speculation regarding future appreciation in the value of cryptocurrencies, or our share price, making their market prices more volatile or creating “bubble” type risks for both Bitcoin and shares of our common stock.
73
These factors may inhibit consumer trust in and market acceptance of cryptocurrencies as a means of exchange which could have a material adverse effect on our business, prospects, or operations and potentially the value of any Bitcoin or other cryptocurrencies we mine or otherwise acquire.
The development and acceptance of cryptographic and algorithmic protocols governing the issuance of and transactions in cryptocurrencies is subject to a variety of factors that are difficult to evaluate.
The use of cryptocurrencies, including Bitcoin, to, among other things, buy and sell goods and services and complete transactions, is part of a new and rapidly evolving industry that employs cryptocurrency assets based upon a computer-generated mathematical and/or cryptographic protocol. Large-scale acceptance of cryptocurrencies as a means of payment has not, and may never, occur. The growth of this industry in general, and the use of Bitcoin in particular, is subject to a high degree of uncertainty, and the slowing or stopping of the development or acceptance of developing protocols may occur unpredictably. The factors include, but are not limited to:
| ● | the progress of worldwide growth in the adoption and use of Bitcoin and other cryptocurrencies as a medium of exchange; | |
| ● | the experience of businesses in using Bitcoin; | |
| ● | the impact from prominent business leaders in criticizing Bitcoin’s potential harm to the environment and the effect of announcements critical of Bitcoin as occurred with Elon Musk of Tesla; | |
| ● | governmental and organizational regulation of Bitcoin and other cryptocurrencies and their use, or restrictions on or regulation of access to and operation of the network or similar cryptocurrency systems (such as the recent ban in China); | |
| ● | changes in consumer demographics and public tastes and preferences, including as may result from coverage of Bitcoin or other cryptocurrencies by journalists and other sources of information and media; | |
| ● | the maintenance and development of the open-source software protocol of the network; | |
| ● | the increased consolidation of contributors to the Bitcoin blockchain through mining pools and scaling of mining equipment by well-capitalized market participants; | |
| ● | the availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies; | |
| ● | the use of the networks supporting Bitcoin or other cryptocurrencies for developing smart contracts and distributed applications; | |
| ● | general economic conditions and the regulatory environment relating to Bitcoin and other cryptocurrencies; and | |
| ● | the impact of regulators focusing on cryptocurrencies and the costs associated with such regulatory oversight. | |
| ● | A decline in the popularity or acceptance of the Bitcoin network could adversely affect an investment in us. |
The outcome of these factors could have negative effects on our ability to continue as a going concern or to pursue our business strategy at all, which could have a material adverse effect on our business, prospects or operations as well as potentially negative effects on the value of any Bitcoin or other cryptocurrencies we mine or otherwise acquire, which would harm investors in our securities. If Bitcoin or other cryptocurrencies we mine do not gain widespread market acceptance or accrete in value over time, our prospects and your investment in us would diminish.
Banks and financial institutions may not provide banking services, or may cut off services, to businesses that engage in cryptocurrency-related activities.
A number of companies that engage in Bitcoin and/or other cryptocurrency-related activities have been unable to find banks or financial institutions that are willing to provide them with bank accounts and other services. Similarly, a number of companies and individuals or businesses associated with cryptocurrencies may have had and may continue to have their existing bank accounts closed or services discontinued with financial institutions in response to government action, particularly in China, where regulatory response to cryptocurrencies has been to initially exclude their use for ordinary consumer transactions within China and later to deem all cryptocurrency-related transactions illegal in September 2021. The difficulty that many businesses that provide Bitcoin and/or derivatives on other cryptocurrency-related activities have and may continue to have in finding banks and financial institutions willing to provide them services may be decreasing the usefulness of cryptocurrencies as a payment system and harming public perception of cryptocurrencies and could decrease their usefulness and harm their public perception in the future.
74
The usefulness of cryptocurrencies as a payment system and the public perception of cryptocurrencies could be damaged if banks or financial institutions were to close the accounts of businesses engaging in Bitcoin and/or other cryptocurrency-related activities. This could occur as a result of compliance risk, cost, government regulation or public pressure. The risk applies to securities firms, clearance and settlement firms, national stock and derivatives on commodities exchanges, the over-the-counter market, and the Depository Trust Company (“DTC”), which, if any of such entities adopts or implements similar policies, rules or regulations, could negatively affect our relationships with financial institutions and impede our ability to convert cryptocurrencies to fiat currencies. Such factors could have a material adverse effect on our ability to continue as a going concern or to monetize our mining efforts, which could have a material adverse effect on our business, prospects or operations and harm investors.
Political or economic crises may motivate large-scale sales of cryptocurrencies, which could result in a reduction in values of cryptocurrencies such as Bitcoin and adversely affect an investment in us.
Geopolitical crises may motivate large-scale sales of cryptocurrencies, which could rapidly decrease the price of cryptocurrencies such as Bitcoin. Alternatively, as an emerging asset class with limited acceptance as a payment system or commodity, global crises and general economic downturn may discourage investment in cryptocurrencies as investors focus their investment on less volatile asset classes as a means of hedging their investment risk.
As an alternative to fiat currencies that are backed by central governments, cryptocurrencies such as Bitcoin, which are relatively new, are subject to supply and demand forces based upon the desirability of an alternative, decentralized means of buying and selling goods and services, and it is unclear how such supply and demand will be impacted by geopolitical events. Nevertheless, political or economic crises may motivate large-scale acquisitions or sales of cryptocurrencies either globally or locally. Large-scale sales of cryptocurrencies would result in a reduction in cryptocurrency values and could adversely affect an investment in us.
The decentralized nature of cryptocurrency systems may lead to slow or inadequate responses to crises, which may negatively affect our business.
The decentralized nature of the governance of cryptocurrency systems may lead to ineffective decision making that slows development or prevents a network from overcoming emergent obstacles. Governance of many cryptocurrency systems is by voluntary consensus and open competition with no clear leadership structure or authority. To the extent lack of clarity in corporate governance of cryptocurrency systems leads to ineffective decision making that slows development and growth of such cryptocurrencies, the value of our common stock may be adversely affected.
The emergence of competing blockchain platforms or technologies may harm our business as presently conducted.
If blockchain platforms or technologies which compete with Bitcoin and its blockchain, including competing cryptocurrencies which our miners may not be able to mine, such as cryptocurrencies being developed or may be developed by popular social media platforms, online retailers, or government sponsored cryptocurrencies, consumers may use such alternative platforms or technologies. If that were to occur, we would face difficulty adapting to emergent such digital ledgers, blockchains, or alternative platforms, cryptocurrencies or other digital assets. This may adversely affect us by preventing us from realizing the anticipated profits from our investments and forcing us to expend additional capital in an effort to adapt. Further, to the extent we cannot adapt, be it due to our specialized miners or otherwise, we could be forced to cease our mining or other cryptocurrency-related operations. Such circumstances would have a material adverse effect on our business, and in turn investors’ investments in our securities.
Cryptocurrencies face significant scaling obstacles that can lead to high fees or slow transaction settlement times.
Cryptocurrencies face significant scaling obstacles that can lead to high fees or slow transaction settlement times, and attempts to increase the volume of transactions may not be effective. Therefore, scaling cryptocurrencies will be essential to the widespread acceptance of cryptocurrencies as a means of payment, which widespread acceptance is necessary to the continued growth and development of our business. Many cryptocurrency networks face significant scaling challenges, such as limitations on how many transactions can occur per second. There can be no guarantee that any of the systems in place or being considered to increasing the scale of settlement of cryptocurrency transactions will be effective, or how long they will take to become effective, which could adversely affect an investment in our securities.
75
The price of cryptocurrencies may be affected by the sale of such cryptocurrencies by other vehicles investing in cryptocurrencies or tracking cryptocurrency markets.
The global market for cryptocurrency is characterized by supply constraints that differ from those present in the markets for commodities or other assets such as gold and silver. The mathematical protocols under which certain cryptocurrencies are mined permit the creation of a limited, predetermined amount of digital currency, while others have no limit established on total supply. Increased numbers of miners and deployed mining power globally will likely continue to increase the available supply of Bitcoin and other cryptocurrencies, which may depress their market price. Further, large “block sales” involving significant numbers of Bitcoin following appreciation in the market price of Bitcoin may also increase the supply of Bitcoin available on the market, which, without a corresponding increase in demand, may cause its price to fall. Additionally, to the extent that other vehicles investing in cryptocurrencies or tracking cryptocurrency markets form and come to represent a significant proportion of the demand for cryptocurrencies, large redemptions of the securities of those vehicles and the subsequent sale of cryptocurrencies by such vehicles could negatively affect cryptocurrency prices and therefore affect the value of the cryptocurrency inventory we hold. Such events could have a material adverse effect on our business, prospects or operations and potentially the value of any Bitcoin or other cryptocurrencies we mine.
The Bitcoin we mine may be subject to loss, damage, theft or restriction on access.
There is a risk that some or all of the Bitcoin we mine could be lost or stolen. In general, cryptocurrencies are stored in cryptocurrency sites commonly referred to as “wallets” by holders of cryptocurrencies which may be accessed to exchange a holder’s cryptocurrency assets. Access to our Bitcoin could also be restricted by cybercrime (such as a denial of service attack). While we plan to take steps to attempt to secure the Bitcoin we hold, there can be no assurance our efforts to protect our cryptocurrencies will be successful.
Hackers or malicious actors may launch attacks to steal, compromise or secure cryptocurrencies, such as by attacking the cryptocurrency network source code, exchange miners, third-party platforms, cold and hot storage locations or software, or by other means. Any of these events may adversely affect our operations and, consequently, our ability to generate revenue and become profitable. The loss or destruction of a private key required to access our digital wallets may be irreversible and we may be denied access for all time to our Bitcoin holdings. Our loss of access to our private keys or our experience of a data loss relating to our digital wallets could adversely affect our business.
Cryptocurrencies are controllable only by the possessor of both the unique public and private keys relating to the local or online digital wallet in which they are held, which wallet’s public key or address is reflected in the network’s public blockchain. We will be required to publish the public key relating to digital wallets in use when we verify the receipt of transfers and disseminate such information into the network, but we will need to safeguard the private keys relating to such digital wallets. To the extent such private keys are lost, destroyed or otherwise compromised, we will be unable to access our Bitcoin rewards and such private keys may not be capable of being restored by any network. Any loss of private keys relating to digital wallets used to store our mined Bitcoin could have a material adverse effect on our results of operations and ability to continue as a going concern, which could have a material adverse effect on our business, prospects or operations and potentially the value of any Bitcoin we mine. For example, the New York Times reported in January 2021 that about 20% of existing Bitcoin appears to be “lost” due to password issues.
76
Incorrect or fraudulent cryptocurrency transactions may be irreversible.
Cryptocurrency transactions are irrevocable and stolen or incorrectly transferred cryptocurrencies may be irretrievable. As a result, any incorrectly executed or fraudulent cryptocurrency transactions, such as a result of a cybersecurity breach against our Bitcoin holdings, could adversely affect our investments and assets. This is because cryptocurrency transactions are not, from an administrative perspective, reversible without the consent and active participation of the recipient of the cryptocurrencies from the transaction. Once a transaction has been verified and recorded in a block that is added to a blockchain, an incorrect transfer of a cryptocurrency or a theft thereof generally will not be reversible and we may not have sufficient recourse to recover our losses from any such transfer or theft. Further, it is possible that, through computer or human error, or through theft or criminal action, our cryptocurrency rewards could be transferred in incorrect amounts or to unauthorized third parties, or to uncontrolled accounts. If an errant or fraudulent transaction in our Bitcoin were to occur, we would have very limited means of seeking to reverse the transaction or seek recourse. To the extent that we are unable to recover our losses from such action, error or theft, such events could have a material adverse effect on our business.
If a malicious actor or botnet obtains control of more than 50% of the processing power on a cryptocurrency network, such actor or botnet could manipulate blockchains to adversely affect us, which would adversely affect an investment in us or our ability to operate.
If a malicious actor or botnet (a volunteer or hacked collection of computers controlled by networked software coordinating the actions of the computers) obtains a majority of the processing power dedicated to mining a cryptocurrency, it may be able to alter blockchains on which transactions of cryptocurrency reside and rely by constructing fraudulent blocks or preventing certain transactions from completing in a timely manner, or at all. The malicious actor or botnet could control, exclude or modify the ordering of transactions, though it could not generate new units or transactions using such control. The malicious actor could “double-spend” its own cryptocurrency (i.e., spend the same Bitcoin in more than one transaction) and prevent the confirmation of other users’ transactions for as long as it maintained control. To the extent that such malicious actor or botnet does not yield its control of the processing power on the network or the cryptocurrency community does not reject the fraudulent blocks as malicious, reversing any changes made to blockchains may not be possible. The foregoing description is not the only means by which the entirety of blockchains or cryptocurrencies may be compromised but is only an example.
Although there are no known reports of malicious activity or control of blockchains achieved through controlling over 50% of the processing power on the network, it is believed that certain mining pools may have exceeded the 50% threshold in Bitcoin. The possible crossing of the 50% threshold indicates a greater risk that a single mining pool could exert authority over the validation of Bitcoin transactions. To the extent that the Bitcoin community, and the administrators of mining pools, do not act to ensure greater decentralization of Bitcoin mining processing power, the feasibility of a botnet or malicious actor obtaining control of the blockchain’s processing power will increase, because such botnet or malicious actor could more readily infiltrate and seize control over the blockchain by compromising a single mining pool, if the mining pool compromises more than 50% of the mining power on the blockchain, than it could if the mining pool had a smaller share of the blockchain’s total hashing power. Conversely, if the blockchain remains decentralized it is inherently more difficult for the botnet or malicious actor to aggregate enough processing power to gain control of the blockchain. If this were to occur, the public may lose confidence in the Bitcoin blockchain, and blockchain technology more generally. This would likely have a material and adverse effect on the price of Bitcoin, which could have a material adverse effect on our business, financial results and operations, and harm investors.
77
If the Bitcoin rewards for solving blocks are not sufficiently high, miners may not have adequate incentive to continue mining and may cease mining operations, which may make the blockchains they support with their mining activity less stable.
As the number of cryptocurrency rewards awarded for solving a block in a blockchain decreases, the relative cost of producing a single cryptocurrency will also increase, unless there is a corresponding increase in demand for that cryptocurrency. Even relatively stable demand may not be sufficient to support the costs of mining, because as new miners begin working to solve blocks, the relative amount of energy expended to obtain a cryptocurrency award will tend to increase. This increased energy directly relates to an increased cost of mining, which means an increased cost of obtaining a cryptocurrency award. This increased cost, if not met with a corresponding increase in the market price for the cryptocurrency resulting from increased scarcity and demand, may lead miners, such as us, to conclude they do not have an adequate incentive to continue mining and, therefore, may cease their mining operations. This could in turn reduce the sustainability of the Bitcoin blockchain, which is dependent upon continued mining to solve the block’s algorithms and process transactions in Bitcoin. If this were to occur, your investment in us could become worthless.
Current interpretations require the regulation of Bitcoin under the Commodity Exchange Act by the Commodity Futures Trading Commission, and we may be required to register and comply with such regulations. Any disruption of our operations in response to the changed regulatory circumstances may be at a time that is disadvantageous to investors.
Current and future legislation, regulation by the Commodity Futures Trading Commission (the “CFTC”) and other regulatory developments, including interpretations released by a regulatory authority, may impact the manner in which Bitcoin and other cryptocurrencies are treated for classification and clearing purposes. In particular, derivatives on these assets are not excluded from the definition of “commodity future” by the CFTC. We cannot be certain as to how future regulatory developments will impact the treatment of Bitcoin and other cryptocurrencies under the law.
Bitcoins have been deemed to fall within the definition of a commodity and, we may be required to register and comply with additional regulation under the Commodity Exchange Act, including additional periodic report and disclosure standards and requirements. Moreover, we may be required to register as a commodity pool operator and to register us as a commodity pool with the CFTC through the National Futures Association. Such additional registrations may result in extraordinary, non-recurring expenses, thereby materially and adversely impacting an investment in us. If we determine not to comply with such additional regulatory and registration requirements, we may seek to cease certain of our operations. Any such action may adversely affect an investment in us.
Additionally, governments may develop and deploy their own blockchain-based digital assets, which may have a material adverse impact on Bitcoin’s price and utility.
New Risks Relating to our Energy Business
Risks arising from the threat of climate change and the legislation, regulations or government actions related to climate change, greenhouse gas emissions and sustainability initiatives, could result in increased compliance and operating costs.
Since he took office in January 2021, President Biden has signed a series of executive orders seeking to adopt new regulations to address climate change and to suspend, revise, or rescind certain prior agency actions which were part of the Trump Administration’s de-regulatory push, and the Biden Administration is expected to continue to aggressively seek to regulate the energy industry and seek to eliminate in time the use of fossil fuels. Among other things, in January 2021, President Biden issued an executive order calling for methane emissions regulations to be reviewed and for the United States Environmental Protection Agency (the “EPA”) to establish new standards. On September 17, 2021, President Biden pledged to reduce global methane emissions in the United States by at least 30% below 2020 levels by 2030.
Further, in November 2021 the EPA released new proposed methane rules which would impose regulations on methane release at existing wells nationwide. These new rules, among other things, would implement a comprehensive monitoring program to require oil and gas companies to find and fix leaks. Additionally, the new rules would require well operators to place gas that is produced in a pipeline to be sold when possible, to prevent wasting the gas, which could force us or well operators on which we rely to sell the gas at lower prices and thereby reduce our revenues. The EPA is expected to issue a supplemental proposal in 2022 in the hopes of identifying additional regulatory means of reducing methane and other emissions and has indicated an intention to adopt final rules before the end of calendar year 2022.
These and other adverse changes to the existing regulations and the adoption and implementation of new regulations related to climate change could require us to incur material costs to monitor and report on greenhouse gas emissions or install new equipment to reduce emissions of greenhouse gases associated with our operations, which may require us to divert significant capital and human resources, result in a reduction of revenue, or otherwise have a material adverse effect on our financial condition and results of operations.
78
Because we have not proven the viability of using flared natural gas as a solution to lower the costs of generating electricity, the operations of Trend Exploration may not be a successful adjunct to our Bitstream mining business.
Trend Discovery formed Trend Exploration in order to explore using flared natural gas as a solution to lower the costs of power generation for Bitcoin mining. Oil production involves the discharge of excess natural gas near the wellhead in areas where it is not economical to transport the natural gas. Flared natural gas involves the burning of this natural gas. We believe that if we can harness enough stranded natural gas, it can reduce our power costs and reduce the environmental effects from the discharge and burning of this natural gas. We have been exploring the feasibility of this process and seeking a sufficient supply to meet our needs. While our management is optimistic that we have an economically viable solution, we may not be successful in either obtaining an adequate supply of natural gas or generating enough power at costs which meet our needs.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
79
ITEM 6. EXHIBITS
| Incorporated by Reference | Filed or Furnished |
||||||||||
| Exhibit No. | Exhibit Description | Form | Date | Number | Herewith | ||||||
| 3.1(a) | Articles of Incorporation, as amended | 10-Q | 2/12/21 | 3.1 | |||||||
| 3.1(b) | Certificate of Amendment to Articles of Incorporation | 8-K | 10/12/21 | 3.1 | |||||||
| 3.2(a) | Amended and Restated Bylaws | 8-K | 4/28/17 | 3.1 | |||||||
| 3.2(b) | Amendment to Bylaws | 8-K | 8/30/21 | 3.1 | |||||||
| 4.1 | Form of Warrant | 8-K | 8/5/21 | 4.1 | |||||||
| 4.2 | Form of Placement Agent Warrant | 8-K | 8/5/21 | 4.2 | |||||||
| 10.1 | Form of Securities Purchase Agreement** | 8-K | 8/5/21 | 10.1 | |||||||
| 10.2 | Engagement Agreement+ | 8-K | 8/5/21 | 10.2 | |||||||
| 10.3 | Amendment to Engagement Agreement | 8-K | 8/5/21 | 10.3 | |||||||
| 31.1 | Certification of Chief Executive Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002 | Filed | |||||||||
| 31.2 | Certification of Principal Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002 | Filed | |||||||||
| 32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Furnished* | |||||||||
| 32.2 | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Furnished* | |||||||||
| 101.INS | Inline XBRL Instance Document. | Filed | |||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | Filed | |||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | Filed | |||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | Filed | |||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | Filed | |||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | Filed | |||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | Filed | |||||||||
| * | This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K. |
| ** | Exhibits and/or Schedules have been omitted. The Company hereby agrees to furnish to the SEC upon request any omitted information. |
| + | Portions of this exhibit have been omitted as permitted by the rules of the SEC. The information excluded is both (i) not material and (ii) would be competitively harmful if publicly disclosed. The Company undertakes to submit a marked copy of this exhibit for review by the SEC Staff, to the extent it has not been previously provided, and provide supplemental materials to the SEC Staff promptly upon request. |
Copies of this report (including the financial statements) and any of the exhibits referred to above will be furnished at no cost to our shareholders who make a written request to our Corporate Secretary at Ecoark Holdings, Inc., 303 Pearl Parkway Suite #200, San Antonio, Texas 78215.
80
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Ecoark Holdings, Inc. | ||
| Date: November 10, 2021 | By: | /s/ Randy May |
| Randy May | ||
| Chief Executive Officer | ||
| Date: November 10, 2021 | By: | /s/ William B. Hoagland |
| William B. Hoagland | ||
| Chief Financial Officer | ||
81