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Organization and Basis of Presentation
12 Months Ended
Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Basis of Presentation

Note 1. Organization and Basis of Presentation

 

Organization

 

MGT Capital Investments, Inc. (“MGT” or the “Company”) is a Delaware corporation, incorporated in 2000. MGT was originally incorporated in Utah in 1977. MGT was formerly comprised of the parent company and its wholly–owned subsidiaries MGT Cybersecurity, Inc., Medicsight, Inc., MGT Sports, Inc., MGT Studios, Inc., MGT Interactive, LLC, MGT Gaming, Inc., MGT Mining One, Inc., MGT Mining Two, Inc., and MGT Sweden AB. MGT Studios, Inc. also owned a controlling minority interest in the subsidiary M2P Americas, Inc. During the first quarter of 2019, the Company filed certificates of dissolution for all of its wholly owned subsidiaries except MGT Sweden AB. MGT’s corporate office is in Raleigh, North Carolina.

 

On February 27, 2019, the Company’s stockholders approved an increase in the Company’s authorized common shares from 125,000,000 to 2,500,000,000 and the Company filed an amendment to its Certificate of Incorporation with the state of Delaware to reflect this change.

 

On June 4, 2019, the Company filed a registration statement on Form S-1 covering up to 76,558,643 shares of common stock the Company may sell from time to time. On June 25, 2019, this registration statement was declared effective by the Securities and Exchange Commission (“SEC”). Through December 31, 2019, the Company sold 52,000,000 shares of its common stock under this registration statement for gross proceeds of $1,754.

 

Cryptocurrency mining

 

Current Operations

 

Following a review of its Bitcoin mining operations in early 2019, the Company determined to consolidate its activities in Company-owned and managed facilities. Central to this strategy was the purchase of land in LaFayette, GA and the entry into a favorable contract for electricity in the second quarter of 2019. Located adjacent to a utility substation, the several acre property has access to over 20 megawatts (MW) of low-cost power.

 

The Company began Bitcoin mining at its LaFayette facility in late September 2019 on a trial basis, and on January 31, 2020, the Company announced it is operating 1,500 new generation Bitcoin miners collectively rated at approximately 80 Ph/s at the facility. All miners were purchased from Bitmaintech Pte. Ltd., a Singapore limited company (“Bitmain”). The total electrical load at this production level is estimated at slightly under 4.0 MW.

 

The Company’s miners are housed in five modified shipping containers including two manufactured by Bit5ive LLC of Miami, Florida (“Pod5ive Containers”). As an early investor and design consultant, the Company receives a modest royalty participation in all sales of Pod5ive Containers. Phase I of the LaFayette site is structurally complete and awaiting final grading and landscaping. The entire facility, including the land, five 2500 KVA 3-phase transformers, the mining containers and the miners, are owned by MGT. As the Company is presently using only one-third of the available electrical load, it is exploring ways to grow its current operations.

 

Former Operations

 

Prior to establishing its Company-owned and managed facility, the Company conducted its Bitcoin mining operations through third-party hosting arrangements. The Company also entered into management agreements with third party investors whereby the investors purchased the mining hardware, and the Company received both a fee to manage the mining operations plus one-half of the net operating profit.

 

Towards the end of 2017, the Company made the decision to move its principal mining operations to northern Sweden, a geographic location with historically low ambient temperatures and available inexpensive electricity. The Company entered into a hosting agreement (the “Hosting Agreement”) with Beacon Leasing LLC (“Beacon”), pursuant to which Beacon agreed to deliver a turn-key solution in northern Sweden with up to 15 megawatts of electricity capacity, which included a facility with power, cooling, and hosting services for a fixed price of $810 per month. The facility in Sweden was owned by the city of Älvsbyn and leased by a subsidiary of Beacon. Beacon committed to provide a fully functional facility by the end of March 2018. The Hosting Agreement required the Company to pay $1,620 to Beacon, representing the first and last month of service. During the first quarter of 2018, the Company took delivery of an additional 2,000 Bitcoin mining machines in Sweden and moved 4,300 machines (including 2,100 investor-owned machines) from Washington to Sweden.

 

Beacon failed to deliver the fully built out facility and necessary power levels required by MGT by the end of March 2018. During the first and second quarters of 2018, MGT personnel traveled to Sweden to assist Beacon with getting the facility up and running, advanced additional funding, and became involved in the design and setup of the Sweden facility due to concern that Beacon may have overstated its construction abilities and financial capacity.

 

Beginning in late May 2018, the Company took steps to gain direct operating control to protect its assets and maximize capacity as quickly as possible. Through June of 2018, the Company recorded restructuring expense of $2,499, which included the write-off of the unamortized balance of the initial deposit paid to Beacon in the amount of $1,350 and $1,149 for additional costs paid by the Company to service providers and vendors engaged to complete the facility. These costs consisted of $893 in costs to bring the electricity provider current and set up more transformers, and $256 in additional operating costs. The cost of services provided after the Company took over full direct operational control of the facility are included in cost of revenue and general and administrative expenses in the Company’s consolidated statements of operations.

 

In September 2018, the Company deciding to forgo any further monetary investment in Sweden and relocated all miners located in Sweden to third-party hosting facilities in Colorado and Ohio. Because the price of Bitcoin steadily decreased during 2018 and throughout the first quarter of 2019, the Company decided it was not economically responsible to continue mining operations until Bitcoin economics improved, which occurred in May 2019.

 

On March 22, 2019, the Company entered into a settlement agreement to terminate its initial hosting agreement in Washington and conveyed ownership of its onsite mining assets for full satisfaction of $77 in outstanding hosting service fees. In August and September 2019, the Company terminated its management agreements with third party investors and in December 2019, terminated its hosting arrangements in Colorado and Ohio. See Note 9 for a further description of these termination agreements.

 

Legacy business – cybersecurity

 

In January 2018, the Company ended its business relationship with cybersecurity pioneer John McAfee. Since August 2017, Mr. McAfee had served as Chief Cybersecurity Visionary of the Company, guiding the development of the Company’s cybersecurity business, including Sentinel, an enterprise class network intrusion detector, released in October 2017. The Company also owned the intellectual property associated with developing and marketing a mobile phone with extensive privacy and anti-hacking features.

 

In March 2018, the Company sold its Sentinel product line to a new entity formed by the unit’s management team for consideration of $60 and a $1,000 promissory note, convertible into a 20% equity interest of the buyer. Due to the early stage nature of the buyer’s business, the Company believes the collection of the promissory note is doubtful and therefore determined the fair value to be zero. The Company recorded a loss on sale $127, comprised of $60 in cash proceeds, less $27 in assets sold, $40 in separation payments to former management, and $120 in common stock issued to former management.

 

Basis of presentation

 

The accompanying consolidated financial statements for the years ended December 31, 2019 and 2018 have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”).