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3. ACQUISITIONS (Tables)
6 Months Ended
Mar. 31, 2023
Business Combination and Asset Acquisition [Abstract]  
Schedule of MIG Consideration

The Company accounted for this transaction as an acquisition of a business. The fair value of the consideration given to Mawson and the other sellers in connection with the transaction and the allocation of the purchase price in accordance with ASC 820 were as follows:


($ in thousands)

 

Fair Value

 

Cash

 

$

22,518

 

Financing provided by seller

 

 

6,500

 

1,590,175 shares of CLSK common stock

 

 

4,803

 

Total purchase price

 

$

33,821

 

 

 

 

 

Contingent Consideration

 

 

 

Earn-out Shares of CLSK common stock

 

 

3,325

 

Megawatt earnout (up to $2,000 max)

 

 

2,000

 

Total contingent consideration

 

$

5,325

 

 

 

 

 

Total purchase sale agreement consideration-Combined

 

$

39,146

 

Schedule of MIG Purchase Price Allocation


($ in thousands)

 

Preliminary
Allocation at
Acquisition Date

 

Right of use lease asset

 

$

5,010

 

Lease liability assumed

 

 

(5,100

)

Building

 

 

13,654

 

Infrastructure asset

 

 

4,465

 

Miners

 

 

12,914

 

Machinery and equipment

 

 

160

 

Goodwill

 

 

8,043

 

Total

 

$

39,146

 

Schedule of WAHA and SPRE Consideration

The Company determined the fair value of the consideration given to WAHA & SPRE in connection with the transaction and the allocation of the purchase price in accordance with ASC 820 were as follows:

 

Consideration:
($ in thousands)

 

Fair Value

 

Cash

 

$

19,772

 

Financing provided by SPRE

 

 

1,962

 

Mortgage assumed

 

 

2,158

 

Total Consideration

 

$

23,892

 

Schedule of WAHA and SPRE Purchase Price Allocation

Purchase Price Allocation:
($ in thousands)

 

Preliminary
Allocation at
Acquisition
Date

 

Land

 

$

100

 

Building/Improvements

 

 

14,700

 

Miners

 

 

9,092

 

Total

 

$

23,892

 

Schedule of Unaudited Pro Forma Information Assuming Acquisitions

The following is the unaudited pro forma information assuming the consummation of each of the Mawson Transaction and WAHA Transaction occurred on October 1, 2021:

 

For the Six Months Ended

 

 ($ in thousands, except share and per share)

 

March 31, 2022

 

Net sales from continuing operations

 

$

101,831

 

Income from continuing operations

 

$

19,397

 

Income from continuing operations per common share - basic

 

$

0.47

 

Weighted average common shares outstanding – basic

 

 

40,802,319

 

Income from continuing operations per common share - diluted

 

$

0.47

 

Weighted average common shares outstanding – diluted

 

 

40,861,052