XML 28 R8.htm IDEA: XBRL DOCUMENT v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Presentation of Condensed Consolidated Financial Statements
In the opinion of Greenidge management, the accompanying condensed consolidated financial statements include all adjustments necessary for a fair presentation of the results for the interim periods presented and such adjustments are of a normal recurring nature. The results for the unaudited interim condensed consolidated statements of operations are not necessarily indicative of results to be expected for the year ending December 31, 2023 or for any future interim period. The unaudited interim condensed consolidated financial statements do not include all of the information and notes required by United States Generally Accepted Accounting Principles for complete financial statements.
The Company has reflected the operations of its Support.com business as discontinued operations for all periods presented. See Note 3, “Discontinued Operations” for further information. Unless otherwise noted, amounts and disclosures throughout these notes to the Company's condensed consolidated financial statements relate solely to continuing operations and exclude all discontinued operations.
The accompanying condensed consolidated financial statements should be read in conjunction with the notes to the consolidated financial statements of the Company in its 2022 Annual Report on Form 10-K.
Going Concern
In accordance with the Financial Accounting Standards Board (the "FASB") Accounting Standards Update ("ASU") 2014-15, Presentation of Financial Statements – Going Concern, the Greenidge's management evaluated whether there are conditions or events that pose risk associated with the Company's ability to continue as a going concern within one year after the date these financial statements have been issued. The Company’s condensed consolidated financial statements have been prepared assuming that it will continue as a going concern.
When comparing to December 31, 2021, during 2022 the bitcoin price declined as much as 66% and ended the year 64% lower. Natural gas prices were much higher during 2022 compared to 2021, peaking at approximately 160% higher than the December 31, 2021 price, and ending the year approximately 47% higher than the December 31, 2021 price. The volatility in these commodity prices negatively impacted the Company's results in 2022. As a result, management took certain actions during the second half of 2022 and the first half of 2023 to improve the Company's liquidity that are described further below. At June 30, 2023, the Company had $15.4 million of cash and cash equivalents, while having $22.9 million of accounts payable and accrued expenses, an estimated $1.7 million of environmental liability spend in the next 12 months, as well as $14.5 million of principal and interest payments on debt due within the next 12 months.
The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. In an effort to improve liquidity, the Company has completed or is in the process of completing the following transactions:
In September 2022, Greenidge entered into an at-the-market issuance sales agreement, as amended, dated as of September 19, 2022, by and among the Company, B. Riley Securities, Inc. (“B. Riley Securities”) and Northland Securities, Inc., relating to shares of Greenidge’s Class A common stock (the "ATM Agreement"), and since October 23, 2022 through August 1, 2023, have received net proceeds of $14.3 million from sales of Class A common stock under the ATM Agreement, of which $12.2 million of net proceeds was received since January 1, 2023. See Note 9, "Stockholder's Equity", for further details.
On January 30, 2023, the Company entered into debt restructuring agreements with NYDIG ABL LLC ("NYDIG") and B. Riley Commercial Capital, LLC ("B. Riley Commercial"). The restructuring of the NYDIG debt is expected to improve the Company's liquidity during 2023 as the payments required in 2023 on the remaining principal balance is interest payments of $2.0 million. This reduced debt service is substantially lower than the $62.7 million of principal and interest payments which would have been required in 2023 pursuant to the 2021 and 2022 Master Equipment Finance Agreements, both of which were refinanced in January 2023. See Note 5, "Debt" for further details regarding the debt restructuring agreements.
In conjunction with the restructuring of the debt with NYDIG, the Company also entered into hosting agreements with NYDIG on January 30, 2023 (the “NYDIG Hosting Agreements”), which is expected to improve its liquidity position, as it provided for cost reimbursements for key input costs, while allowing the Company to participate in the upside should bitcoin prices rise.
In August 2023, in connection with a non-binding term sheet that the Company entered into with NYDIG in June to effect a deleveraging transaction, the Company completed an electrical upgrade at its South Carolina facility increasing the capacity to 44 MW. Upon completion of this expansion, on August 10, 2023, the Company and NYDIG amended the NYDIG Hosting Agreements to increase the number of miners being hosted by Greenidge utilizing all of the expansion. The NYDIG Hosting Agreements were amended in furtherance of the broader transaction contemplated by the non-binding term sheet pursuant to which the Company would sell to NYDIG all of the upgraded mining facilities at the South Carolina site and would also subdivide and sell to NYDIG the approximately 25 acres of land on which the facilities are located. Additionally, pursuant to the non-binding term sheet, in recognition of the capital expenditures required to be made by the Company to upgrade the South Carolina facility, NYDIG agreed that in the event that the Company was proceeding in good faith in connection with the transaction contemplated by the non-binding term sheet, that in the event the Company’s cash reserves fell below $10 million, that the covenant set forth in the NYDIG Senior Secured Loan requiring the Company to maintain a minimum of $10 million of cash would be reduced to $6 million. As the Company has completed the upgrade but is still in the process of subdividing the 25 acre parcel, which is required to close the transaction pursuant to the non-binding term sheet, as an interim measure the parties amended the existing NYDIG Hosting Agreements. In connection with amending the NYDIG Hosting Agreements, and in order to facilitate the transactions contemplated by the non-binding term sheet, on August 11, 2023, NYDIG granted a limited waiver to the Company with respect to reducing the Company’s minimum cash requirement under the NYDIG Senior Secured Loan from $10 million to $6 million and also agreed to amend, on or before August 21, 2023, the NYDIG Senior Secured Loan and the Secured Promissory Note issued to B Riley Commercial (which NYDIG purchased from B Riley Commercial on July 20, 2023 at par) to extend the waiver of the minimum cash requirement as well as to suspend interest and principal payments due under both the NYDIG Senior Loan and the B Riley Commercial Note until the earlier of (i) the completion of the transactions contemplated by the non-binding term sheet, or (ii) December 29, 2023 (the “Limited Waiver”). The Company is actively working towards completing the subdivision of the 25 acre parcel on which the upgraded mining facilities are located so it can consummate the transaction contemplated by the non-binding term sheet, and although there can be no
assurances that the Company will close such transaction, the Company currently anticipates that it will be able to do so in the fourth quarter of 2023 and prior to the end of the calendar year.
Upon the closing of the transaction contemplated by the non-binding term sheet, the Company would retain approximately 150 acres of land at the site. In exchange for the sale to NYDIG of the upgraded South Carolina mining facilities and the subdivided approximate 25 acres of land, Greenidge would receive:
Full relief from the Senior Secured Loan with NYDIG with remaining principal of approximately $17.7 million;
Full relief from the B Riley Commercial Secured Promissory Note with remaining principal of approximately $5.6 million as of June 30, 2023, which NYDIG purchased from B. Riley Commercial on July 20, 2023 at par following Greenidge's principal payment to B. Riley Commercial, which reduced the principal balance to approximately $4.1 million;
Relief from principal and interest payments between August 2023 and the earlier of closing of the sale or December 29, 2023; however, interest on the Senior Secured Loan and the Secured Promissory Note will accrue over that period;
A cash payment of approximately $4.9 million, net of the accrued interest payments on the NYDIG Senior Loan and the B Riley Commercial Secured Promissory Note and certain transaction fees owed to NYDIG; and
Bonus payments of up to approximately $2.6 million tied to completion of the expansion of the upgraded mining facility and uptime performance of the facility.
In addition, the Company sold equipment, coupons and certain environmental credits for total proceeds of $11.7 million from the second quarter of 2022 through the second quarter of 2023 to raise additional funds.
Since entering into the NYDIG Hosting Agreements, the Company has identified opportunities to deploy its company-owned miners. In March 2023, the Company entered into a hosting agreement with Conifex Timber Inc. ("Conifex"), whereby Conifex will provide hosting services to Greenidge utilizing renewable power (the “Conifex Hosting Agreement”). In April 2023, the Company entered into a hosting agreement with Core Scientific, Inc. ("Core") in which Core will host and operate Greenidge-owned bitcoin miners at its facilities (the “Core Hosting Agreement”, and together with the NYDIG Hosting Agreements and the Conifex Hosting Agreement, the “Hosting Agreements”). In addition, the Company installed approximately 1,500 additional company-owned miners at its existing facilities in Dresden, New York. The Company believes that the installation of these miners at Conifex and Core facilities along with those miners at its own facilities will improve the Company's profits and liquidity during the remainder of 2023 and beyond.
Despite these improvements to the Company's financial condition, Greenidge management expects that it will require additional capital in order to fund the Company’s expenses and to support the Company’s debt servicing requirements. Management will continue to work towards completing the sale of the South Carolina facility, which is expected to occur during the fourth quarter, but it is contingent on the completion of certain actions that would allow the Company to subdivide the 25 acres in order to be able to transfer the facilities along with real estate. While completion of the sale of the South Carolina facility would provide additional liquidity, management continues to assess different options to improve its liquidity which include, but are not limited to:
issuances of equity, including but not limited to issuances under the Equity Purchase Agreement and/or the ATM Agreement.
a sale of the Company's excess real estate at its South Carolina facility that is not used in its datacenter operations.
As a result of the Company's development of the buildout of the upgrade of power capacity and construction of additional mining infrastructure in South Carolina in anticipation of the sale of the site, the Company estimates that cash resources will fall below $10 million during the third quarter 2023; however, as discussed above, pursuant to the Limited Waiver, NYDIG agreed to reduce the minimum cash requirement to $6 million. If the Company is unable to complete the sale of the South Carolina site by December 29, 2023, and it is determined by both parties that the sale would not occur,
(i) the Company would then be required to repay in full the entire principal amount (approximately $4.1 million) and all accrued interest in respect to Secured Promissory Note, (ii) the Company would be required to pay all accrued interest in respect of the NYDIG Senior Secured Loan, (iii) the Company would have a 60-day cure period before the minimum cash requirement would revert to $10 million, and (iv) the Hosting Agreements, as amended, would remain in place. If this were to occur, we would expect that we likely would not have cash in excess of $10 million, which would be considered an Event of Default as defined under the Senior Secured Loan that would require the repayment of the loan balance if a waiver is not obtained from NYDIG. The Company's estimate of cash resources available to the Company for the next 12 months is dependent on completion of certain actions, including the completion of the sale of the South Carolina mining facility and related real estate, bitcoin prices and blockchain difficulty levels similar to those existing as of the filing of this Quarterly Report on Form 10-Q and energy prices similar to the those experienced in the second quarter of 2023. While bitcoin prices have begun to recover from the significant declines experienced in 2022 during the first six months of 2023, management cannot predict when or if bitcoin prices will recover to prior levels, or the volatility of energy costs. While the Company continues to work to implement options to improve liquidity, there can be no assurance that these efforts will be successful and the Company's liquidity could be negatively impacted by factors outside of its control, in particular, significant decreases in the price of bitcoin, regulatory changes concerning cryptocurrency, increases in energy costs or other macroeconomic conditions and other matters identified in Part I, Item 1A "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2022 and in this Quarterly Report on Form 10-Q. Given this uncertainty regarding the Company's financial condition over the next 12 months from the date these financial statements were issued, the Company has concluded that there is substantial doubt about its ability to continue as a going concern for a reasonable period of time. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.


Revenue Recognition

Revenue From Contracts With Customer - Hosting

On January 30, 2023, Greenidge entered into the NYDIG Hosting Agreements, with Greenidge operating miners owned by NYDIG affiliates. Under these agreements, the Company agreed to host, power and provide technical support services, and other related services, to NYDIG affiliates’ mining equipment at certain Greenidge facilities for a term of five years. The terms of such arrangements requires NYDIG affiliates to pay a reimbursement fee that covers the cost of power and direct costs associated with management of the mining facilities, a hosting fee as well as a gross profit-sharing arrangement. Under the NYDIG Hosting Agreements, NYDIG affiliates are required to provide Greenidge an upfront security deposit, pay a configuration fee for the setup of new or relocated miners, and pay for repairs and parts consumed in non-routine maintenance (i.e., units that are out of service for more than 12 hours).

Datacenter Hosting Revenue

The Company generates revenue from contracts with customers from providing hosting services to a single third-party customer. Hosting revenue is recognized as services are performed on a variable basis. The Company recognizes variable hosting revenue each month as the uncertainty related to the consideration is resolved, hosting services are provided to its customer, and its customer utilizes the hosting service (the customer simultaneously receives and consumes the benefits of the Company's performance). The Company's performance obligation related to these services is satisfied over time. The Company recognizes revenue for services that are performed on a consumption basis (the amount of electricity utilized by the customer) as well as through a fixed fee that is earned monthly and a profit sharing component based on the net proceeds earned by the customer in the month from bitcoin mining activities. The Company bills its customer at the beginning of each month based on the anticipated consumption under the contract. Invoices are collected in the month of invoicing under the terms of the contract. The Company recognizes revenue based on actual consumption in the period and invoices adjustments in subsequent periods or retains credits toward future consumption.
Cryptocurrency Datacenter Revenue
Greenidge has entered into digital asset mining pools by executing contracts with the mining pool operators to provide computing power to the mining pool. The contracts are terminable at any time at no cost by either party and Greenidge’s enforceable right to compensation begins only when, and lasts as long as, Greenidge provides computing power to the mining pool operator. In exchange for providing computing power, Greenidge is entitled to a fractional share of the cryptocurrency award the mining pool operator theoretically receives less digital asset transaction fees to the mining pool operator. The agreements entered into with the pool operators payout based on a Full-Pay-Per-Share payout formula, which is based on a conceptual formula that calculates the hash rate provided by Greenidge to the mining pool as a
percentage of total network hash rate and other inputs. Under this payout formula, Greenidge is entitled to consideration upon the provision of computing power to the pool even if a block is not successfully placed by the pool operator. Revenue is measured as the value of the fractional share of the cryptocurrency award received from the pool operator, which has been reduced by the transaction fee retained by the pool operator.
Providing computing power in digital asset transaction verification services is an output of Greenidge’s ordinary activities. The provision of such computing power is the only performance obligation in Greenidge’s contracts with mining pool operators. The cryptocurrency that Greenidge receives as transaction consideration is noncash consideration, which Greenidge measures at fair value on the date received at the liquidation price received in the sale of the bitcoin reward, which is not materially different than the fair value at the contract inception or the time Greenidge has earned the award from the pools. The awards received are automatically sold shortly after receipt. The consideration is all variable based on the amount of computing power provided by Greenidge and the total network hash rate.
Pool fees paid by miners to pooling operators are based on a fixed percentage of the theoretical bitcoin block reward and network transaction fees received by miners. Pooling fees are netted against daily bitcoin payouts. Greenidge does not expect any material future changes in pool fee percentages paid to pooling operators.
Digital Assets
Digital assets, primarily consisting of bitcoin, are included in current assets in the accompanying consolidated balance sheets. Digital assets are classified as indefinite-lived intangible assets in accordance with ASC 350, Intangibles – Goodwill and Other, and are accounted for in connection with Greenidge’s revenue recognition policy. Digital assets held are considered an intangible asset with an indefinite useful life, which 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.
The Company performs an analysis each period to identify whether events or changes in circumstances, principally decreases in the quoted prices on principal markets, indicate that it is more likely than not that its digital assets are impaired. Digital assets are considered impaired if the carrying value is greater than the lowest daily quoted prices at any time during the period. For quoted prices of bitcoin, the Company uses a source that publishes daily cryptocurrency trading metrics from information from multiple exchanges and uses an algorithm that factors the confidence from the distribution of prices reported by the exchanges. Subsequent reversal of impairment losses is not permitted. There were no impairments recorded during 2023. The Company assessed its digital assets for impairment, recorded an impairment of $0.1 million during the three and six months ended June 30, 2022, which is included in Other income, net on the consolidated statements of operations. The Company no longer holds bitcoin assets in custody wallets as of June 30, 2023. As of June 30, 2022, the Company’s digital assets consisted of approximately 29.0 bitcoins.
The Company considers the conversion of digital assets into U.S. dollars as a part of its normal operating activities and includes the impact of that conversion in Net cash flow (used for) provided by operating activities from continuing operations on the Consolidated Statements of Cash Flows.
Digital Assets at December 31, 2022348 
Revenues from digital asset production10,431 
Sale of digital assets(10,779)
Digital assets at June 30, 2023— 

Recent Accounting Pronouncements, Adopted
There were not any recently adopted or newly issued accounting pronouncements, that have had, or are expected to have, a material impact on the Company's condensed consolidated financial statements and disclosures.