Fair Value Measurements

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 15. Fair Value Measurements

Assets and liabilities measured at fair value on a recurring basis:

The Company’s assets and liabilities measured at fair value on a recurring basis consisted of the following as of September 30, 2022, and December 31, 2021:

	Fair value measured at September 30, 2022
	Total carrying value at September 30, 2022		Quoted prices in active markets  (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Derivative asset	$	112,944	$	—	$	—	$	112,944
Contingent consideration liability	$	39,996	$	—	$	—	$	39,996

	Fair value measured at December 31, 2021
	Total carrying value at December 31, 2021		Quoted prices in active markets  (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Derivative asset	$	26,079	$	—	$	—	$	26,079
Contingent consideration liability	$	83,928	$	—	$	—	$	83,928

Level 3 Assets: 

Power Supply Agreement

During the year ended December 31, 2021, the Company recorded a derivative asset related to its Power Supply Agreement with TXU Energy Retail Company LLC (“TXU”), the energy supplier to the Company’s Rockdale Facility (the “Power Supply Agreement”). The Power Supply Agreement was classified as a derivative asset and measured at fair value on the date of the Company’s acquisition of Whinstone, with changes in fair value recognized in change in fair value of derivative asset in operating income or loss on the accompanying unaudited condensed consolidated statements of operations. The derivative was not designated as a hedging instrument. Prior to the Whinstone Acquisition, the Company did not have any contracts classified as derivative instruments. The estimated fair value of the Company’s derivate asset is classified in Level 3 of the fair value hierarchy due to the significant unobservable inputs utilized in the valuation. Specifically, our discounted cash flow estimation models contain quoted commodity exchange spot and forward prices and are adjusted for basis spreads for load zone-to-hub differentials through the term of the Power Supply Agreement, which ends in April 2030. The discount rate utilized of approximately 21% includes observable market inputs, but also includes unobservable inputs based on qualitative judgment related to company-specific risk factors.

The terms of the Power Supply Agreement require margin-based collateral for both TXU and the Company, calculated as exposure resulting from fluctuations in the market cost rate of electricity versus the fixed price stated in the contract. The margin-based collateral requirement of the Company was zero as of September 30, 2022 and December 31, 2021.

Level 3 Liabilities: 

Business Combination Contingent Consideration

The Company recorded a Level 3 financial liability during the year ended December 31, 2021, relating to the contingent consideration arrangement arising from the acquisition of Whinstone. Contingent consideration represents an obligation of the Company to transfer cash to the Whinstone Seller when Whinstone realizes or receives a benefit from utilization of certain defined power credits. The Company estimated the fair value of the contingent consideration using a discounted cash flow analysis, which includes estimates of both the timing and amounts of potential future power credits. These estimates were determined using the Company’s historical consumption quantities and patterns combined with management’s expectations of its future consumption requirements, which require significant judgment and depend on various factors outside the Company’s control, such as construction delays. The discount rate of approximately 2.5% includes observable market inputs, such as TXU’s parent company’s Standard & Poor’s credit rating of BB, but also includes unobservable inputs such as interest rate spreads, which were estimated based on qualitative judgment related to company-specific risk factors. Specifically, due to the power credits being subordinated obligations for TXU’s parent, we used one credit rating lower than BB in our yield curve to estimate a reasonable interest rate spread to determine the cost of debt input. The significant assumptions used to estimate fair value of the derivative contract include a discount rate of 21%, which reflected the nature of the contract as it relates to the risk and uncertainty of the estimated future mark-to-market adjustments, forward price curves of the power supply, broker/dealer quotes and other similar data obtained from quoted market prices or independent pricing vendors. Although these estimates are based on management’s best knowledge of current events, the estimates could change significantly from period to period. Actual results that differ from the assumptions used and any changes to the significant assumptions and unobservable inputs used could have a material impact on future results of operations.

Changes in Level 3 assets and liabilities measured at fair value on a recurring basis:

Unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Unrealized gains and losses associated with the asset within the Level 3 category includes changes in fair value that were attributable to unobservable (e.g., changes in unobservable long-dated volatilities) inputs.

The following table presents the changes in the estimated fair value of the derivative asset measured using significant unobservable inputs (Level 3) for the nine months ended September 30, 2022 and 2021:

	2022		2021
Balance as of January 1	$	26,079	$	—
Acquisition of Whinstone		—		13,967
Change in fair value		86,865		23,806
Balance as of September 30	$	112,944	$	37,773

For the three and nine months ended September 30, 2022, there were changes of approximately ($17.7) million and $86.9 million, respectively, in Level 3 assets measured at fair value. For the three and nine months ended September 30, 2021, there were changes of approximately $7.4 million and $23.8 million, respectively. Additionally, during the three and nine months ended September 30, 2022, power sales back into the Electric Reliability Council of Texas (“ERCOT”) marketplace through Whinstone’s participation in ERCOT’s energy demand response programs totaled $13.1 million and $21.3 million, respectively, which are recorded in power curtailment credits in the accompanying unaudited condensed consolidated statements of operations. During the three and nine months ended September 30, 2021, power curtailment credits totaled $2.5 million and $3.7 million, respectively.

The following table presents the changes in the estimated fair value of our liability for contingent consideration measured using significant unobservable inputs (Level 3) for the nine months ended September 30, 2022 and 2021:

	2022			2021
Balance as of January 1	$	83,928		$	—
Acquisition of Whinstone		—			82,953
Change in contingent consideration		(44,108	)		—
Change in fair value		176			444
Balance as of September 30	$	39,996		$	83,397

For the three and nine months ended September 30, 2022, the change in Level 3 liabilities measured at fair value was zero and $0.2 million, respectively. For the three and nine months ended September 30, 2021, the change in Level 3 liabilities measured at fair value was $0.3 million and $0.4 million, respectively. The Company’s estimated liability for contingent consideration represents potential payments of additional consideration for the Whinstone Acquisition, payable if Whinstone realizes or receives a benefit from utilization of certain defined power credits. Changes in the fair value of contingent consideration are recorded in the unaudited condensed consolidated statements of operations within change in fair value of contingent consideration.

There were no transfers of financial instruments between any of Level 1, Level 2 or Level 3 during the periods presented.

Assets and Liabilities Not Measured at Fair Value on a Recurring Basis:

In addition to assets and liabilities that are measured at fair value on a recurring basis, we also measure certain assets and liabilities at fair value on a nonrecurring basis. Our non-financial assets, including intangible assets, operating lease right of use assets, and property, plant and equipment, are measured at fair value when there is an indication of impairment and the carrying amount exceeds the asset’s projected undiscounted cash flows. These assets are recorded at fair value only when an impairment charge is recognized.

At September 30, 2022, the fair values of cash and cash equivalents, accounts receivable, costs and estimated earnings in excess of billings, prepaid expenses and other current assets, accounts payable, billings in excess of costs and estimated earnings, accrued compensation and accrued expenses approximated their carrying values because of the short term nature of these instruments.

Bitcoin held are accounted for as intangible assets with indefinite useful lives. An intangible asset with an indefinite useful life 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. Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of Bitcoin at the time its fair value is being measured. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. The carrying value of our Bitcoin assets at September 30, 2022 of $125.2 million reflects the $132.1 million of impairment charges we recorded against the carrying value of our Bitcoin assets during the nine months ended September 30, 2022 due to decreases in the fair value of our Bitcoin assets after receipt.

Applying the market price of one Bitcoin on September 30, 2022 of approximately $19,432 to the Company’s 6,766 Bitcoin held results in an estimated fair value of the Company’s Bitcoin of $131.5 million as of September 30, 2022. Applying the market price of one Bitcoin on December 31, 2021 of approximately $46,306 to the Company’s 4,884 Bitcoin held as of December 31, 2021, resulted in an estimated fair value of $226.2 million. The fair value of Bitcoin is based on Level 1 inputs.