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Commitments and Contingencies
9 Months Ended
Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

Note 10. Commitments and Contingencies

 

Legal proceedings

 

From time-to-time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. During the period covered by this report, there were no material changes to the description of legal proceedings set forth in our Annual Report on Form 10-K, as filed with the SEC on April 15, 2021.

 

Bitcoin Production Equipment and Operations

 

In August 2018, the Company entered a collaborative venture with Bit5ive, LLC to develop a fully contained crypto currency mining pod (the “POD5 Agreement”) for a term of five years. In exchange for an initial capital investment as well as engineering and design expertise, the Company receives royalty payments from Bit5ive, LLC. During the three and nine months ended September 30, 2021, the Company received royalties and recorded revenues of $66 and $72, respectively pursuant to the POD5 Agreement. For the three and nine months ended September 30, 2020, the Company received royalties and recognized revenue under this agreement of $0 and $3, respectively.

 

Electricity Contract

 

In June 2019, the Company entered into a two-year contract for electric power with the City of Lafayette, Georgia, a municipal corporation of the State of Georgia (“the City”). The Company makes monthly payments based upon electricity consumed, at a negotiated kilowatt per hour rate, inclusive of transmission charges and exclusive of state and local sales taxes. The Company is entitled to utilize a load of 10 megawatts. For each month, the Company estimates its expected electric load, and should the actual load drop below 90% of this estimate, the City reserves the right to impose a modest penalty to the hourly kilowatt rate for electricity consumed.

 

In connection with this agreement, the Company paid a $154 security deposit, which was reduced to $120 in June 2020. The new amount is classified as a prepaid expense and other current asset in the Company’s consolidated balance sheet as September 30, 2021.

 

This agreement expired on September 30, 2021, and the Company and City are operating on a month-to-month extension basis pending a new contract. There can be no assurance that that the Company and City will reach a new agreement with acceptable price and volume metrics, if at all.

 

 

Management Agreement Termination Liability

 

On August 31, 2019, the Company entered into two Settlement and Termination Agreements (the “Settlement Agreements”) to management agreements it entered in 2017 with two accredited investors (together the “Users”). Under the terms of the Settlement Agreements, the Company paid the Users a percentage of profits (“Settlement Distribution”) of Bitcoin mining as defined in the Settlement Agreements. The estimated present value of the Settlement Distributions of $337 was recorded as termination expense with an offsetting liability on August 31, 2019. Since two of the components of the Settlement Distribution, Bitcoin price and Difficulty Rate, as defined in the Settlement Agreements, are based on market conditions, the liability was adjusted to fair value on a quarterly basis and any changes were recorded in the statement of operations. As such, the liability is considered a Level 3 financial instrument. During the three and nine months ended September 30, 2020, the Company recognized a gain (loss) on the change in the fair value of ($12) and $26, respectively, based on the change of Bitcoin price and Difficulty Rate, and along with the monthly Settlement Distributions valued at $22, the liability was reduced to $0 as of September 30, 2020. Based on the terms of the Settlement Agreements, Settlement Distributions terminated on September 30, 2020.