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)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer |
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(Address of principal executive offices) |
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(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(s) |
Name of each exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities 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. Yes ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit 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 |
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Accelerated filer |
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☒ |
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Smaller reporting company |
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Emerging growth company |
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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 Exchange Act). Yes ☐ No
Securities registered pursuant to Section 12(g) of the Act: None
As of September 17, 2021, the registrant had
Table of Contents
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Page |
PART I. |
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Item 1. |
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5 |
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Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) |
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6 |
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Condensed Consolidated Statements of Shareholders’ Equity (Unaudited) |
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7 |
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8 |
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Notes to Condensed Consolidated Financial Statements (Unaudited) |
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9 |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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20 |
Item 3. |
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36 |
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Item 4. |
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36 |
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PART II. |
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Item 1. |
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37 |
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Item 1A. |
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37 |
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Item 2. |
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66 |
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Item 3. |
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67 |
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Item 4. |
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67 |
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Item 5. |
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67 |
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Item 6. |
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67 |
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68 |
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69 |
1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Form 10-Q includes certain statements that may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact are forward-looking statements for purposes of federal and state securities laws. These forward-looking statements involve uncertainties that could significantly affect our financial or operating results. These forward-looking statements may be identified by terms such as “anticipate,” “believe,” “continue,” “foresee,” “expect,” “intend,” “plan,” “may,” “will,” "would," “could” and “should” and the negative of these terms or other similar expressions. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Forward-looking statements in this document include, among other things, statements regarding our business plan, business strategy and operations in the future. In addition, all statements that address operating performance and future performance, events or developments that are expected or anticipated to occur in the future, including statements relating to creating value for stockholders, benefits of the Merger to our customers, vendors, employees, stockholders and other constituents, are forward-looking statements.
Forward-looking statements are subject to a number of risks, uncertainties and assumptions. Matters and factors that could cause actual results to differ materially from those expressed or implied in such forward-looking statements include but are not limited to the matters and factors described in Part II, Item 1A. “Risk Factors” of this Quarterly Report on Form 10-Q, as well as statements about or relating to or otherwise affected by:
2
Consequently, all of the forward-looking statements made in this Quarterly Report on Form 10-Q are qualified by the information contained herein, including the information contained under this caption and the information in Part II, Item 1A. “Risk Factors” of this Quarterly Report on Form 10-Q. No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements.
You should not put undue reliance on forward-looking statements. No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do occur, what impact they will have on the results of our operations, financial condition or cash flows. Actual results may differ materially from those discussed in this Quarterly Report on Form 10-Q. All forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q and we do not assume any duty to update or revise forward-looking statements, whether as a result of new information, future events, uncertainties or otherwise, as of any future date.
Risk Factor Summary
Our business is subject to numerous risks and uncertainties, which illuminate challenges that we face in connection with the successful implementation of our strategy and the growth of our business. The following considerations, among others, may offset our competitive strengths or have a negative effect on our business strategy, which could cause a decline in the price of our class A common stock and result in a loss of all or a portion of your investment:
3
The risks described above should be read together with the text of the full risk factors described in Part II, Item 1A. “Risk Factors” and the other information set forth in this Quarterly Report on Form 10-Q, including our condensed consolidated financial statements and the related notes, as well as in other documents that we file with the SEC. Our business, prospects, financial condition or operating results could be harmed by any of these risks, as well as other risks not currently known to us or that we currently consider immaterial. Certain statements in “Risk Factors” are forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements” above.
4
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
Greenidge Generation Holdings Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Dollars Amounts in thousands, except share and member unit data)
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June 30, 2021 |
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December 31, 2020 |
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ASSETS |
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CURRENT ASSETS: |
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Cash and cash equivalents |
$ |
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$ |
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Digital assets |
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Accounts receivable |
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Fuel deposits |
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Prepaid expenses |
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Emissions credits |
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Carbon offset credits |
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Miner equipment deposits |
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Total current assets |
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LONG-TERM ASSETS: |
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Property and equipment, net |
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Right-of-use assets |
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Other long-term assets |
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Total assets |
$ |
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$ |
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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CURRENT LIABILITIES: |
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Accounts payable |
$ |
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$ |
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Natural gas payable |
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Accrued emissions expense |
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Income taxes payable |
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Accrued expenses |
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Accrued interest expense - related party |
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Deferred revenue |
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Notes payable, current portion |
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Notes payable - related party |
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Finance lease obligation, current portion |
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Total current liabilities |
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- |
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LONG-TERM LIABILITIES: |
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Deferred tax liability |
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Notes payable, net of current portion |
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Finance lease obligation, net of current portion |
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Asset retirement obligations |
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Environmental trust liability |
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Total liabilities |
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STOCKHOLDERS' EQUITY: |
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Preferred stock, par value $ |
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Common stock, par value $ |
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Additional paid-in capital |
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Members' capital, |
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and December 31, 2020, respectively |
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Accumulated deficit |
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( |
) |
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( |
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Total stockholders' equity |
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Total liabilities and stockholders' equity |
$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
5
Greenidge Generation Holdings Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
(in thousands, except per share data)
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2021 |
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2020 |
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2021 |
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2020 |
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REVENUE: |
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Cryptocurrency mining |
$ |
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$ |
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$ |
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$ |
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Power and capacity |
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Total revenue |
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OPERATING COSTS AND EXPENSES |
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Cost of revenue - cryptocurrency mining (exclusive of |
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Cost of revenue - power and capacity (exclusive of |
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Selling, general and administrative |
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Depreciation and amortization |
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Total operating costs and expenses |
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Income (loss) from operations |
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( |
) |
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( |
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OTHER INCOME (EXPENSE), NET: |
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Interest expense |
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( |
) |
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( |
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Interest expense - related party |
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( |
) |
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( |
) |
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( |
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(Loss) gain on sale of digital assets |
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( |
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( |
) |
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( |
) |
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Other (expense) income, net |
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( |
) |
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( |
) |
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( |
) |
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Total other expense, net |
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( |
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( |
) |
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( |
) |
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( |
) |
INCOME (LOSS) BEFORE INCOME TAXES |
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( |
) |
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( |
) |
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Provision for income taxes |
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( |
) |
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( |
) |
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NET INCOME (LOSS) AND TOTAL |
$ |
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$ |
( |
) |
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$ |
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$ |
( |
) |
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Earnings per share: |
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Basic |
$ |
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$ |
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Diluted |
$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
6
Greenidge Generation Holdings Inc.
(in thousands, except share and member unit data)
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Additional |
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Common Units |
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Preferred Units |
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Senior Priority Units |
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Total |
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Preferred Stock |
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Common Stock |
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Paid - In |
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Number |
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Members' |
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Number |
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Members' |
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Number |
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Members' |
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Members' |
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Accumulated |
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Shares |
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Amount |
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Shares |
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Amount |
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Capital |
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of Units |
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Capital |
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of Units |
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Capital |
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of Units |
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Capital |
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Capital |
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Deficit |
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Total |
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Balance at January 1, 2021 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
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Contribution of Preferred Units, Senior |
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- |
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- |
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- |
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- |
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( |
) |
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( |
) |
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( |
) |
|
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( |
) |
|
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( |
) |
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- |
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Contribution of GGH Common Units for |
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- |
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- |
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- |
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- |
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( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
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|
|
- |
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|
- |
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- |
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|
- |
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|
Proceeds from issuance of preferred stock, |
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- |
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- |
|
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|
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|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
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- |
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|
- |
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|
||||
Stock-based compensation expense |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
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|
||
Proceeds from stock options exercised |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
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|
|||
Stock issued to purchase miners |
|
|
- |
|
|
|
- |
|
|
|
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|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
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|
|||
Net income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
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|
||
Balance at March 31, 2021 |
|
|
|
|
$ |
|
|
|
|
|
$ |
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|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||||||||||||
Stock-based compensation expense |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Net income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
||
Balance at June 30, 2021 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
Common Units |
|
|
Preferred Units |
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|
Senior Priority Units |
|
|
Total |
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|
|
|
|
|
|||||||||||||||||||||||
|
|
Preferred Stock |
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Common Stock |
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Paid - In |
|
|
Number |
|
|
Members' |
|
|
Number |
|
|
Members' |
|
|
Number |
|
|
Members' |
|
|
Members' |
|
|
Accumulated |
|
|
|
|
||||||||||||||||||||
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
of Units |
|
|
Capital |
|
|
of Units |
|
|
Capital |
|
|
of Units |
|
|
Capital |
|
|
Capital |
|
|
Deficit |
|
|
Total |
|
||||||||||||||
Balance at January 1, 2020 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||||||||||||
Net loss |
|
|
- |
|
|