SEC Filing | Greenidge Generation Holdings Inc.

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gree-20220930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________

FORM 10-Q

________________________________

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________________ to _____________________

Commission File Number: 001-40808

________________________________

Greenidge Generation Holdings Inc.

(Exact Name of Registrant as Specified in its Charter)

________________________________


Delaware						86-1746728
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

135 Rennell Drive, 3rd Floor Fairfield, CT						06890
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (203) 718-5960

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.0001 par value	GREE	The Nasdaq Global Select Market
8.50% Senior Notes due 2026	GREEL	The Nasdaq Global Select 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 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 x No o

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). Yes x No o

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

Non-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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

Securities registered pursuant to Section 12(g) of the Act: None

As of November 11, 2022, the registrant had 16,213,043 shares of Class A common stock, $0.0001 par value per share, outstanding and 28,526,372 shares of Class B common stock, $0.0001 par value per share, outstanding.

Table of Contents


		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets (Unaudited)	3
	Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income (Unaudited)	4
	Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows (Unaudited)	7
	Notes to Condensed Consolidated Financial Statements (Unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	43
Item 4.	Controls and Procedures	43
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	44
Item 1A.	Risk Factors	44
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	49
Item 3.	Defaults Upon Senior Securities	49
Item 4.	Mine Safety Disclosures	49
Item 5.	Other Information	49
Item 6.	Exhibits	49
Exhibit Index		50
Signatures		51

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on 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, 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 I, Item 1A. “Risk Factors” of Greenidge's Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission ("SEC") on March 31, 2022 and in this Quarterly Report on Form 10-Q, as well as those described from time to time in our future reports filed with the SEC, which should be reviewed carefully. Please consider Greenidge's forward-looking statements in light of those risks.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

Greenidge Generation Holdings Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollar amounts in thousands, except share data)


	September 30, 2022 (Unaudited)		December 31, 2021

ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	28,013	$	82,599
Restricted cash	10,500		—
Short-term investments	—		496
Digital assets	337		476
Accounts receivable	4,704		5,524
Prepaid expenses	9,694		9,146
Emissions and carbon offset credits	1,259		2,361
Total current assets	54,507		100,602
LONG-TERM ASSETS:
Property and equipment, net	246,071		217,091
Right-of-use assets	222		1,472
Intangible assets, net	2,841		3,537
Goodwill	3,062		3,062
Deferred tax assets	29		15,058
Other long-term assets	615		445
Total assets	$	307,347	$	341,267
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	4,064	$	5,923
Accrued emissions expense	5,226		2,634
Accrued expenses	15,560		10,375
Income taxes payable	185		2,481
Long-term debt, current portion	73,218		19,577
Lease obligations, current portion	112		736
Total current liabilities	98,365		41,726
LONG-TERM LIABILITIES:
Long-term debt, net of current portion and deferred financing fees	96,515		75,251
Lease obligations, net of current portion	137		193
Environmental liabilities	22,415		11,306
Other long-term liabilities	358		368
Total liabilities	217,790		128,844
COMMITMENTS AND CONTINGENCIES (NOTE 13)
STOCKHOLDERS' EQUITY:
Preferred stock, par value $0.0001, 20,000,000 shares authorized, none outstanding	—		—
Common stock, par value $0.0001, 3,000,000,000 shares authorized, 42,964,462 and 40,865,336 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively	4		4
Additional paid-in capital	290,576		281,815
Cumulative translation adjustment	(139)		—
Accumulated deficit	(200,884)		(69,396)
Total stockholders' equity	89,557		212,423
Total liabilities and stockholders' equity	$	307,347	$	341,267

The accompanying notes are an integral part of these condensed consolidated financial statements.

Greenidge Generation Holdings Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME (UNAUDITED)

(in thousands, except per share data)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
REVENUE:
Cryptocurrency datacenter	$	18,272	$	31,156	$	61,571	$	54,217
Power and capacity	3,613		3,077		12,395		7,255
Services and other	7,474		1,521		24,387		1,521
Total revenue	29,359		35,754		98,353		62,993
OPERATING COSTS AND EXPENSES:
Cost of revenue - cryptocurrency datacenter (exclusive of depreciation and amortization)	14,675		5,974		34,795		11,504
Cost of revenue - power and capacity (exclusive of depreciation and amortization)	3,760		2,831		10,955		6,688
Cost of revenue - services and other (exclusive of depreciation and amortization)	3,660		854		11,304		854
Selling, general and administrative	10,240		5,446		35,720		12,017
Merger and other costs	242		29,847		940		31,095
Depreciation and amortization	13,835		2,667		22,680		5,531
Impairment of long-lived assets	—		—		71,500		—
Remeasurement of environmental liability	—		—		11,109		—
Total operating costs and expenses	46,412		47,619		199,003		67,689
Loss from operations	(17,053)		(11,865)		(100,650)		(4,696)
OTHER EXPENSE, NET:
Interest expense, net	(5,430)		(1,009)		(15,693)		(1,377)
Interest expense - related party	—		—		—		(22)
Gain (loss) on sale of digital assets	—		18		(15)		159
Loss on sale of assets	(759)		—		(130)		—
Other income (loss), net	144		(29)		200		(23)
Total other expense, net	(6,045)		(1,020)		(15,638)		(1,263)
Loss before income taxes	(23,098)		(12,885)		(116,288)		(5,959)
Provision for income taxes	79		(4,989)		15,200		(2,860)
Net loss	(23,177)		(7,896)		(131,488)		(3,099)
Foreign currency translation adjustment	27		—		(139)		—
Comprehensive loss	$	(23,150)	$	(7,896)	$	(131,627)	$	(3,099)

Loss per share:
Basic	$	(0.55)	$	(0.26)	$	(3.16)	$	(0.13)
Diluted	$	(0.55)	$	(0.26)	$	(3.16)	$	(0.13)

The accompanying notes are an integral part of these condensed consolidated financial statements.

Greenidge Generation Holdings Inc.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

(in thousands, except share and member unit data)


	Preferred Stock			Common Stock			Additional Paid - In Capital		Common Units		Preferred Units		Senior Priority Units		Total Members' Capital		Cumulative Translation Adjustment		Accumulated Deficit		Total
	Shares	Amount		Shares	Amount				Number of Units	Members' Capital	Number of Units	Members' Capital	Number of Units	Members' Capital
Balance at January 1, 2022	—	$	—	40,865,336	$	4	$	281,815	—	—	—	—	—	—	$	—	$	—	$	(69,396)	$	212,423
Stock-based compensation expense	—	—		—	—		362		—	—	—	—	—	—	—		—		—		362
Issuance of shares, net of issuance costs	—	—		415,000	—		3,791		—	—	—	—	—	—	—		—		—		3,791
Restricted shares award issuance, net of withholdings	—	—		82,601	—		(65)		—	—	—	—	—	—	—		—		—		(65)
Proceeds from stock options exercised	—	—		334	—		2		—	—	—	—	—		—		—		—		2
Foreign currency translation adjustment	—	—		—	—		—		—	—	—	—	—	—	—		(32)		—		(32)
Net loss	—	—		—	—		—		—	—	—	—	—	—	—				(429)		(429)
Balance at March 31, 2022	—	—		41,363,271	4		285,905		—	—	—	—	—	—	—		(32)		(69,825)		216,052
Stock-based compensation expense	—	—		—	—		306		—	—	—	—	—	—	—		—		—		306
Issuance of shares, net of issuance costs	—	—		553,587	—		2,078		—	—	—		—	—	—		—		—		2,078
Proceeds from stock options exercised	—	—		1,962	—		12		—	—	—	—	—		—		—		—		12
Foreign currency translation adjustment	—	—		—	—		—		—	—	—	—	—	—	—		(134)		—		(134)
Net loss	—	—		—	—		—		—	—	—	—	—	—	—				(107,882)		(107,882)
Balance at June 30, 2022	—	—		41,918,820	4		288,301		—	—	—	—	—	—	—		(166)		(177,707)		110,432
Stock-based compensation expense	—	—		—	—		361		—	—	—	—	—	—	—		—		—		361
Issuance of shares, net of issuance costs	—	—		1,045,642	—		1,914		—	—	—		—	—	—		—		—		1,914
Foreign currency translation adjustment	—	—		—	—		—		—	—	—	—	—	—	—		27		—		27
Net loss	—	—		—	—		—		—	—	—	—	—	—	—		—		(23,177)		(23,177)
Balance at September 30, 2022	—	$	—	42,964,462	$	4	$	290,576	—	—	—	—	—	—	$	—	$	(139)	$	(200,884)	$	89,557


	Preferred Stock			Common Stock			Additional Paid - In Capital		Common Units		Preferred Units		Senior Priority Units		Total Members' Capital		Cumulative Translation Adjustment		Accumulated Deficit		Total
	Shares	Amount		Shares	Amount				Number of Units	Members' Capital	Number of Units	Members' Capital	Number of Units	Members' Capital
Balance at January 1, 2021	—	$	—	—	$	—	$	—	750	—	39,228	39,074	10,000	30,202	$	69,276	$	—	$	(24,916)	$	44,360
Contribution of GGH Preferred Units, GGH Senior Priority Units, and notes payable to related party for GGHI Common Stock	—	—		26,800,300	3		72,888		—	—	(39,228)	(39,074)	(10,000)	(30,202)	(69,276)		—		—		3,615
Contribution of GGH Common Units for GGHI Common Stock	—	—		1,199,700	—		—		(750)	—	—	—	—	—	—		—		—		—
Proceeds from sale of preferred stock, net of stock issuance costs of $3,387	1,620,000	1		—	—		37,112		—	—	—	—	—	—	—		—		—		37,113
Stock-based compensation expense	—	—		—	—		1,063		—	—	—	—	—	—	—		—		—		1,063
Proceeds from stock options exercised	—	—		160,000	—		1,000		—	—	—	—	—	—	—		—		—		1,000
Stock issued to purchase miners	—	—		160,000	—		991		—	—	—	—	—	—	—		—		—		991
Net income	—	—		—	—		—		—	—	—	—	—	—	—		—		4,797		4,797
Balance at June 30, 2021	1,620,000	1		28,320,000	3		113,054		—	—	—	—	—	—	—		—		(20,119)		92,939
Shares issued to Support.com shareholders upon Merger, net of issuance costs of $2,296	—	—		2,960,731	—		91,588		—	—	—	—	—	—	—		—		—		91,588
Issuance of shares for investor fee associated with successful completion of Merger	—	—		562,174	—		17,826		—	—	—	—	—	—	—		—		—		17,826
Issuance of warrants to advisor in connection with completion of Merger	—	—		—	—		8,779		—	—	—	—	—	—	—		—		—		8,779
Conversion of preferred stock	(1,620,000)	(1)		6,480,000	1		—		—	—	—	—	—	—	—		—		—		—
Shares issued upon exercise of warrants	—	—		344,800	—		2,155		—	—	—	—	—	—	—		—		—		2,155
Stock-based compensation expense	—	—		—	—		411		—	—	—	—	—	—	—		—		—		411
Net loss	—	—		—	—		—		—	—	—	—	—	—	—		—		(7,896)		(7,896)
Balance at September 30, 2021	—	$	—	38,667,705	$	4	$	233,813	—	—	—	—	—	—	$	—	$	—	$	(28,015)	$	205,802

The accompanying notes are an integral part of these condensed consolidated financial statements.

Greenidge Generation Holdings Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)


	Nine Months Ended September 30,
	2022		2021
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss	$	(131,488)	$	(3,099)
Adjustments to reconcile net loss to net cash flow from operating activities:
Depreciation and amortization	22,680		5,531
Deferred income taxes	15,016		(2,945)
Impairment of long-lived assets	71,500		—
Amortization of debt issuance costs	3,059		54

Impairment of digital assets	85		—
Loss on sale of assets	130		—
Remeasurement of environmental liability	11,109		170
Stock-based compensation expense	1,029		1,474
Investor fee paid in common stock	—		17,826
Advisor fee paid in warrants	—		8,779
Changes in operating assets and liabilities:
Accounts receivable	820		272
Emissions and carbon offset credits	1,102		107
Prepaids and other assets	(548)		(5,955)
Accounts payable	(1,559)		(455)
Accrued emissions	2,592		(408)
Accrued expenses	5,185		5,315
Income taxes payable	(2,296)		—
Other	358		—
Net cash flow used for operating activities	(1,226)		26,666
CASH FLOW FROM INVESTING ACTIVITIES:
Purchases of and deposits for property and equipment	(127,374)		(65,757)
Proceeds from sale of assets	4,802		—
Proceeds from sale of marketable securities	496		—
Cash received in merger	—		27,113
Net cash flow used for investing activities	(122,076)		(38,644)
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from issuance of preferred stock, net of issuance costs	—		37,113
Proceeds from issuance of common stock, net of issuance costs	7,783		—
Proceeds from stock options exercised	14		1,000
Proceeds from warrants exercised	—		2,155
Issuance costs associated with shares issued for Support acquisition	—		(2,296)
Restricted stock unit awards settled in cash for taxes	(65)		—
Proceeds from debt, net of issuance costs	107,105		25,112
Principal payments on debt	(35,258)		(4,440)

Repayments of lease obligations	(363)		(569)
Net cash flow provided by financing activities	$	79,216	$	58,075
CHANGE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH	(44,086)		46,097
CASH AND CASH EQUIVALENTS - beginning of year	82,599		5,052
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH - end of period	$	38,513	$	51,149

The accompanying notes are an integral part of these condensed consolidated financial statements.

1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Greenidge Generation Holdings Inc. (“Greenidge”) and its subsidiaries (collectively, the “Company”) own and operate a vertically integrated cryptocurrency datacenter and power generation company. The Company owns and operates facilities at two locations: the Town of Torrey, New York and Spartanburg, South Carolina. The Company’s cryptocurrency datacenter operations generate revenue in the form of bitcoin by earning bitcoin as rewards and transaction fees for supporting the global bitcoin network with application-specific integrated circuit computers (“ASICs” or “miners”) owned by the Company. The earned bitcoin is then exchanged for U.S. dollars. The Company owns and operates a 106 megawatt ("MW") power facility that is connected to the New York Independent System Operator (“NYISO”) power grid. The Company sells electricity to the NYISO at all times when its power plant is running and increases or decreases the amount of electricity sold based on prevailing prices in the wholesale electricity market and demand for electricity.

Merger with Support.com, Inc.

On September 14, 2021, GGH Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of Greenidge, merged with and into Support.com, Inc. (“Support.com”), with Support.com continuing as the surviving corporation (the “Merger”) and a wholly owned subsidiary of Greenidge, pursuant to the Agreement and Plan of Merger, dated March 19, 2021 (the “Merger Agreement”), among Greenidge, Support.com and Merger Sub.

The Merger combined the respective businesses of Greenidge and Support.com through an all-stock transaction and has been accounted for using the acquisition method of accounting in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification ("ASC") 805, Business Combinations, with Greenidge being deemed the acquiring company for accounting purposes (see Note 3). Prior to the Merger, Greenidge's class A common stock ("class A common stock") was registered pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and, upon completion of the Merger on September 15, 2021, began trading on The Nasdaq Global Select Market ("Nasdaq") under the ticker symbol “GREE”. Concurrently, Support.com deregistered its shares pursuant to the Exchange Act.

Support.com provides solutions and technical programs to customers delivered by home-based employees. Support.com’s homesourcing model, which enables outsourced work to be delivered by people working from home, has been specifically designed for remote work, with attention to security, recruiting, training, delivery, and employee engagement. Since the consummation of the Merger, the Support.com business operates as a wholly-owned subsidiary and a segment of Greenidge.

2. 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 and comprehensive (loss) income are not necessarily indicative of results to be expected for the year ending December 31, 2022 or for any future interim period. The unaudited condensed interim consolidated financial statements do not include all of the information and notes required by United States Generally Accepted Accounting Principles ("GAAP") for complete financial statements.

The accompanying condensed consolidated financial statements should be read in conjunction with the notes to the consolidated financial statements of the Company in Greenidge's 2021 Annual Report on Form 10-K. There have been no material changes to the Company’s significant accounting policies during 2022.

In accordance with the FASB Accounting Standards Update (“ASU”) 2014-15, Presentation of Financial Statements – Going Concern, the Company’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 financial statements have been prepared assuming that it will continue as a going concern.

During the second quarter of 2022, the price of bitcoin decreased approximately 57% and the price of natural gas increased approximately 53% and these economic conditions did not improve during the third quarter. The Company’s profit and cash flows are impacted significantly by volatility in the prices of bitcoin and natural gas, and the volatility in these commodity prices significantly impacted the Company's results during 2022. At September 30, 2022, the Company had $38.5 million of cash and cash equivalents, including restricted cash, and $0.6 million of bitcoin holdings at fair value, while having $24.9 million of accounts payable and accrued expenses, as well as $88.6 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. Management has evaluated different options to improve its liquidity to fund the Company’s expenses and to support the Company’s debt servicing requirements. These options include, but are not limited to:

•selling or monetizing certain assets, including but not limited to sales of additional miners, sales of surplus mining infrastructure equipment, or sales of unannounced and undeveloped locations the Company was evaluating for expansion;

•issuances of equity, including but not limited to issuances under the 2022 Purchase Agreement (as defined in Note 9, Stockholders' Equity) and the ATM Agreement (as defined in Note 9, Stockholders' Equity);

•migrating certain of its equipment to lower cost locations; and

•negotiating with lenders to modify the terms of certain of the Company’s existing financings, which could result in various modifications, including but not limited to, the modification of interest rates and/or debt amortization, assignment of collateral and changes to the Company's business model.

On March 18, 2022, Greenidge issued a secured promissory note, as borrower, in favor of B. Riley Commercial Capital, LLC, as noteholder (the "Noteholder"), evidencing a $26.5 million aggregate principal amount loan by the Noteholder to Greenidge (the "Secured Promissory Note"). In the Company's efforts to further improve liquidity, Greenidge and the Noteholder amended the Secured Promissory Note on August 10, 2022. The amendment extended the maturity to June 2023, reduced scheduled monthly amortization payments and reduced mandatory prepayments.

The Company has received proceeds of $59.8 million since October 2021 from sales of common stock under the 2021 Purchase Agreement (as defined in Note 9, Stockholders' Equity) and the 2022 Purchase Agreement (as defined in Note 9, Stockholders' Equity), of which $2.5 million of proceeds, net of discounts, was received during the three months ended September 30, 2022. In September 2022, Greenidge entered into an ATM Agreement (as defined in Note 9, Stockholders' Equity), and since September 30, 2022 through November 11, 2022, the Company received proceeds of $1.6 million from sales of common stock under the ATM Agreement.

The Company sold assets, including certain miners and other assets during the nine months ended September 30, 2022 for proceeds of $4.8 million; however, demand for miners has continued to decline during the third quarter of 2022.

The Company anticipates that existing cash resources will be depleted by the end of the first quarter of 2023. Depending on its assumptions regarding the timing and ability to achieve more normalized levels of operating revenue, the estimated amount of required liquidity will vary significantly. Similarly, management cannot predict when or if bitcoin prices will recover to prior levels, or when energy costs may decrease. While the Company continues to work to implement the options to improve liquidity, there can be no assurance that these efforts will be successful.

Management's ability to successfully implement these options could be negatively impacted by items 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" of our Annual Report on Form 10-K for the year ended December 31, 2021 and Part II, Item 1A "Risk Factors" of this Quarterly Report on Form 10-Q. Given the lack of improvement in the above mentioned factors in the third quarter of 2022, there is uncertainty regarding the Company’s financial condition and substantial doubt about its ability to continue as a going concern for a reasonable period of time.

Restricted Cash

The Company has agreed to certain restrictions on $10.5 million of cash received associated with certain financings made during the three months ended September 30, 2022. The Company agreed to certain restrictions associated with this cash which is classified as restricted as of September 30, 2022.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current period presentation.

Recent Accounting Pronouncements, Adopted

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. As an emerging growth company, the Company has elected to adopt this pronouncement following the effective date for private companies beginning with periods beginning after December 15, 2021. The Company adopted this standard on January 1, 2022, and the adoption did not materially impact the Company's condensed consolidated financial statements.

3. MERGER WITH SUPPORT.COM

As described in Note 1, on September 14, 2021, Greenidge and Support.com combined their respective businesses through an all-stock merger transaction where Support.com became a wholly owned subsidiary of Greenidge. The Merger has been accounted for as a business combination using the acquisition method of accounting in accordance with the provisions of FASB ASC 805, Business Combinations (“ASC 805”). Greenidge was determined to be the acquiring company for accounting purposes.

Results of Support.com Operations Since the Merger

For the three months ended September 30, 2022, the acquired Support.com business contributed $7.5 million in revenue and $1.0 million of operating income, which includes approximately $0.2 million of amortization expenses of acquired intangible assets. For the nine months ended September 30, 2022, the acquired Support.com business contributed $24.4 million in revenue and $4.3 million of operating income, which includes approximately $0.7 million of amortization expenses of acquired intangible assets.

Supplemental Pro Forma Financial Information

In accordance with ASC 805, the following supplemental unaudited pro forma information gives effect to the Merger as if it had occurred on January 1, 2021. The unaudited pro forma financial information reflects certain adjustments related to the acquisition, such as:

•Conforming the accounting policies of Support.com to those applied by Greenidge;

•Recording certain incremental expenses resulting from purchase accounting adjustments, such as amortization expense in connection with fair value adjustments to intangible assets; and

•Recording the related tax effects of pro forma adjustments.


$ in thousands	Three Months Ended September 30, 2021		Nine Months Ended September 30, 2021
Revenues	$	42,448	$	87,830
Net loss	$	(11,783)	$	(12,602)

The pro forma results for three and nine months ended September 30, 2021 include $30.0 million and $32.4 million, respectively, of transaction costs for both Greenidge and Support.com $24.5 million and $26.9 million after tax, respectively), such as advisor fees, legal and accounting expenses. These costs will not affect the combined company’s statement of operations beyond 12 months after the closing date, September 14, 2021.

The unaudited pro forma financial information should not be relied upon as being indicative of the historical results that would have been obtained if the Merger had actually occurred on that date, nor the results of operations of the Company in the future.

4. SEGMENT INFORMATION

Effective September 14, 2021, following the completion of the Merger (see Notes 1 and 3), Support.com began operating within the Company as a separate operating and reporting segment; therefore, Greenidge has two operating and reporting segments since the Merger: (i) Cryptocurrency Datacenter and Power Generation and (ii) Support Services.

The Cryptocurrency Datacenter and Power Generation segment generates revenue primarily by earning bitcoin, with miners that are owned by the Company, as rewards and transaction fees for supporting the global bitcoin network. The Cryptocurrency Datacenter and Power Generation segment also sells surplus electricity generated by its power plant, and not consumed in cryptocurrency datacenter operations, to the NYISO power grid at prices set on a daily basis through the NYISO wholesale market. In addition, the Company receives revenues from the sale of its capacity and ancillary services in the NYISO wholesale market. The Cryptocurrency Datacenter and Power Generation segment operates in the United States.

The Support Services segment provides solutions and technical programs to customers delivered by home-based employees. The Support Services segment provides customer service, sales support, and technical support primarily to large corporations, businesses and professional services organizations. The Support Services segment also earns revenues for end-user software products provided through direct customer downloads and sales via partners. The Support Services segment operates primarily in the United States, but also has employees located in Philippines, India, Mexico, Colombia and Canada, including those staff providing support services.

The Company’s measure of profit or loss for segment reporting is income (loss) before income taxes, interest and depreciation and amortization and adjusted for share based compensation and excluding items not indicative of ongoing business trends (referred to as “Segment Adjusted EBITDA”). This is the measure used by the Company's Chief Operating Decision Maker to assess performance and allocate resources.

The table below presents information about reportable segments for the three and nine months ended September 30, 2022 and 2021, respectively:


	Three Months Ended September 30,				Nine Months Ended September 30,
$ in thousands	2022		2021		2022		2021
Revenues:
Cryptocurrency Datacenter and Power Generation	$	21,885	$	34,233	$	73,966	$	61,472
Support Services	7,474		1,521		24,387		1,521
Total Revenues	$	29,359	$	35,754	$	98,353	$	62,993

Segment Adjusted EBITDA (loss)
Cryptocurrency Datacenter and Power Generation	$	(3,669)	$	20,973	$	3,886	$	33,464
Support Services	1,381		204		5,282		204
Total Segments Adjusted EBITDA (loss)	$	(2,288)	$	21,177	$	9,168	$	33,668

In addition, the table below provides a reconciliation of the total of the Segments Adjusted EBITDA to the consolidated (loss) income before income taxes:


	Three Months Ended September 30,				Nine Months Ended September 30,
$ in thousands	2022		2021		2022		2021
Total Segments Adjusted EBITDA (loss)	$	(2,288)	$	21,177	$	9,168	$	33,668
Depreciation and amortization	(13,835)		(2,667)		(22,680)		(5,531)
Stock-based compensation	(361)		(411)		(1,029)		(1,474)
Merger and other costs	(242)		(29,847)		(940)		(31,095)
Expansion costs	(183)		(128)		(2,375)		(128)
Interest expense, net	(5,430)		(1,009)		(15,693)		(1,399)
Loss on sale of assets	(759)		—		(130)		—
Long-lived asset impairment	—		—		(71,500)		—
Remeasurement of environmental liability	—		—		(11,109)		—
Consolidated loss before income taxes	$	(23,098)	$	(12,885)	$	(116,288)	$	(5,959)

5. PROPERTY AND EQUIPMENT

Property and equipment, net consisted of the following at September 30, 2022 and December 31, 2021:


$ in thousands	Estimated Useful Lives	September 30, 2022		December 31, 2021
Plant infrastructure	10 years	$	10,226	$	34,725
Miners	3 years	176,309		48,121
Miner facility infrastructure	10 years	32,368		15,143
Land	N/A	8,460		8,460
Equipment	5 years	1,012		1,660
Software	3 years	636		636
Coal ash impoundment	4 years	—		2,410
Construction in process	N/A	26,076		25,856
Miner deposits	N/A	27,281		98,110
		282,368		235,121
Less: Accumulated depreciation		(36,297)		(18,030)
		$	246,071	$	217,091

The Company has reevaluated the useful lives of the assets and adjusted the lives of the miners from 5 years to 3 years and the lives of plant infrastructure from 15 - 39 years to 10 years effective July 1, 2022. Total depreciation expense was $13.6 million and $2.7 million for the three months ended September 30, 2022 and 2021, respectively, and $22.0 million and $5.5 million for the nine months ended September 30, 2022 and 2021, respectively.

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. To determine recoverability of a long-lived asset, management evaluates whether the estimated future undiscounted net cash flows, based on prevailing market conditions, from the asset are less than its carrying amount. If impairment is indicated, the long-lived asset is written down to fair value.

As a result of the significant reduction in the price of bitcoin and increased energy prices during the nine months ended September 30, 2022, the Company recognized a noncash impairment charge of $71.5 million for the assets associated with the Cryptocurrency Datacenter and Power Generation segment to reduce the net book value of the long-lived assets

to fair value. Fair value was determined utilizing the market approach. The excess of the book value over the estimated fair value was allocated to the long-lived assets of the Cryptocurrency and Power Generation segment.

6. INTANGIBLE ASSETS

As described in Notes 1 and 3, on September 14, 2021, Greenidge and Support.com combined their respective businesses through an all-stock merger transaction that was accounted for as a business combination in accordance with ASC 805. Prior to the Merger, Greenidge did not have any intangible assets.

The following is a summary of finite-lived intangible assets:


$ in thousands
As of September 30, 2022	Intangible Assets		Accumulated Amortization		Intangible Assets, Net
Customer relationships	$	3,320	$	(867)