UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For
the quarterly period ended | |
| OR | |
| 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:
(Exact name of registrant as specified in its charter)
| State or other jurisdiction | (I.R.S. Employer | |
| of incorporation or organization | Identification No.) |
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC |
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.
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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 ☐ |
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. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☒
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No
As of May 9, 2024, the Registrant had shares of common stock outstanding.
SOLUNA HOLDINGS, INC. AND SUBSIDIARIES
INDEX
| 1 |
Glossary of Abbreviations and Acronyms for Selected References
The following list defines various abbreviations and acronyms used throughout this report, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, the Condensed Consolidated Financial Statements, the Condensed Notes to Consolidated Financial Statements and the Condensed Financial Statement Schedules.
This glossary covers essential terms related to Bitcoin mining, high-performance computing, Artificial Intelligence (“AI”) and related fields, providing valuable context for readers of the Form10-Q. A number of cross-references to additional information included throughout this Quarterly Report on Form 10-Q are also utilized throughout this report, to assist readers seeking additional information related to a particular subject. Additional context can be obtained by reading our Annual Report on Form 10-K.
1. Artificial Intelligence (“AI”): The simulation of human intelligence processes by machines, especially computer systems. These processes include learning (the acquisition of information and rules for using the information), reasoning (using rules to reach approximate or definite conclusions), and self-correction. AI applications include expert systems, natural language processing, speech recognition, and machine vision.
2. Bitcoin: A decentralized digital currency created in 2009 by an unknown person or group of people using the name Satoshi Nakamoto. It operates on a peer-to-peer network, allowing direct transactions without intermediaries. Transactions are verified by network nodes through cryptography and recorded on a publicly distributed ledger called a blockchain.
3. Bitcoin Halving: An event occurring approximately every four years where the reward for mining new Bitcoin blocks is halved. This reduces the number of new Bitcoins generated by miners, impacting their profitability and potentially affecting Bitcoin’s value. It’s part of Bitcoin’s deflationary monetary policy, designed to control supply.
4. Bitcoin Mining: The process of adding new transactions to the Bitcoin blockchain. It involves solving complex cryptographic puzzles to discover a new block, rewarding miners with transaction fees and newly created Bitcoins. This process secures and verifies transactions on the network.
5. Curtailment (“Curtailed” or “Curtailments”): In energy management, the reduction in electrical power supply by power plants to balance the grid or avoid excess generation. In Bitcoin mining or other computing activities, curtailment — pausing computing activities and related energy usage — can occur during peak demand periods or insufficient energy supply.
6. Data Center Colocation: A service where businesses can be provided with services and infrastructure such as electrical power and network connectivity for nearby servers and other computing hardware at a third-party provider’s data center. This arrangement allows for cost savings, better infrastructure, and enhanced security compared to private data centers.
7. Electric Reliability Council of Texas (“ERCOT”): An independent system operator that manages the flow of electric power to more than 26 million Texas customers, representing about 90 percent of the state’s electric load. ERCOT schedules power on an electric grid that connects more than 46,500 miles of transmission lines and over 680 generation units.
8. Exahash (“EH/s”): A unit of computational power equal to one quintillion (10^18) hashes per second. It is used to measure the hashrate of the most powerful cryptocurrency mining equipment and the overall computational power of the Bitcoin network.
9. Generative AI: Artificial intelligence that can generate new content, such as text, images, or music, based on its training data. It learns from vast amounts of data to create outputs that mimic original human-generated content, often used in creative and analytical applications.
10. Gigawatt (“GW”): A unit of power equal to one billion watts. Often used to measure the capacity of large power plants or the power usage of large operations like data centers and industrial complexes.
| 2 |
11. Grid Demand Response Services: Services provided to support the basic services of generating and delivering electricity to the grid. They help maintain power quality, reliability, and efficiency. In the context of Bitcoin mining, the use of mining facilities to provide grid stabilization services is an emerging concept.
12. Hashprice: The revenue a miner earns for each unit of computational power (hash) over a specific period. It is influenced by factors such as the price of Bitcoin, network difficulty, and transaction fees. A higher hashprice means more profitability for miners.
13. Hashrate: The measure of computational power per second used in cryptocurrency mining. It indicates the number of hash function computations per second by a miner’s hardware, with higher hashrates implying greater efficiency and network security.
14. High Performance Computing (“HPC”): The use of supercomputers and parallel processing techniques for solving complex computational problems. HPC is used in fields such as scientific research, simulation, and large-scale data analysis.
15. Joules: A unit of energy in the International System of Units (SI). One joule is the energy transferred when one watt of power is exerted for one second. In Bitcoin mining, energy efficiency is often measured in joules per hash.
16. Large Language Models (LLMs): Advanced AI models designed to understand, generate, and respond to human language in a way that mimics human-like understanding. They are trained on vast datasets and can perform a variety of language-based tasks, such as translation, summarization, and question-answering.
17. Machine Learning: A subset of artificial intelligence involving the creation of algorithms that can learn and make decisions or predictions based on data. It enables computers to improve their performance on a specific task with experience and data, without being explicitly programmed.
18. Megawatts (“MW”): A unit of power measurement equivalent to one million watts. Used to measure the electrical power consumption of large operations like data centers and Bitcoin mining rigs.
19. Mining Pool: A group of cryptocurrency miners who combine their computational resources over a network to increase their chances of finding a block and receiving rewards. The rewards are then divided among the pool participants, proportional to the amount of hashing power each contributed.
20. Petahash (“PH/s”): A unit of computational power equal to one quadrillion (10^15) hashes per second. It is used to measure the hashrate of extremely powerful cryptocurrency mining equipment.
21. Power Usage Effectiveness (“PUE”): A ratio that describes how efficiently a computer data center uses energy; specifically, how much energy is used by the computing equipment (in contrast to cooling and other overhead that supports the equipment).
22. Terahash (“TH/s”): A unit of computational power equal to one trillion (10^12) hashes per second. It’s a common measure of the performance of cryptocurrency mining hardware, with higher terahash rates indicating more powerful equipment.
| 3 |
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Soluna Holdings, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
As of March 31, 2024 (Unaudited) and December 31, 2023
| March 31, | December 31, | |||||||
| (Dollars in thousands, except per share) | 2024 | 2023 | ||||||
| Assets | ||||||||
| Current Assets: | ||||||||
| Cash | $ | $ | ||||||
| Restricted cash | ||||||||
| Accounts receivable | ||||||||
| Notes receivable | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Equipment held for sale | ||||||||
| Total Current Assets | ||||||||
| Restricted cash, noncurrent | ||||||||
| Other assets | ||||||||
| Deposits and credits on equipment | ||||||||
| Property, plant and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Operating lease right-of-use assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued liabilities | ||||||||
| Convertible notes payable | ||||||||
| Current portion of debt | ||||||||
| Income tax payable | ||||||||
| Warrant liability | ||||||||
| Customer deposits-current | ||||||||
| Operating lease liability | ||||||||
| Total Current Liabilities | ||||||||
| Other liabilities | ||||||||
| Customer deposits- long-term | ||||||||
| Operating lease liability | ||||||||
| Deferred tax liability, net | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (Note 14) | ||||||||
| Stockholders’ Equity: | ||||||||
| Series B Preferred Stock, par value $ per share, authorized ; shares issued and outstanding as of March 31, 2024 and December 31, 2023 | ||||||||
| Common stock, par value $ per share, authorized ; shares issued and shares outstanding as of March 31, 2024 and shares issued and shares outstanding as of December 31, 2023 | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Common stock in treasury, at cost, shares at March 31, 2024 and December 31, 2023 | ( | ) | ( | ) | ||||
| Total Soluna Holdings, Inc. Stockholders’ Equity | ||||||||
| Non-Controlling Interest | ||||||||
| Total Stockholders’ Equity | ||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 4 |
Soluna Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations (Unaudited)
For the Three Months Ended March 31, 2024 and 2023
| For the three months ended | ||||||||
| March 31, | ||||||||
| (Dollars in thousands, except per share) | 2024 | 2023 | ||||||
| Cryptocurrency mining revenue | $ | $ | ||||||
| Data hosting revenue | ||||||||
| Demand response service revenue | ||||||||
| Total revenue | ||||||||
| Operating costs: | ||||||||
| Cost of cryptocurrency mining revenue, exclusive of depreciation | ||||||||
| Cost of data hosting revenue, exclusive of depreciation | ||||||||
| Costs of revenue-depreciation | ||||||||
| Total costs of revenue | ||||||||
| Operating expenses: | ||||||||
| General and administrative expenses, exclusive of depreciation and amortization | ||||||||
| Depreciation and amortization associated with general and administrative expenses | ||||||||
| Total general and administrative expenses | ||||||||
| Impairment on fixed assets | ||||||||
| Operating income (loss) | ( | ) | ||||||
| Interest expense | ( | ) | ( | ) | ||||
| (Loss) gain on debt extinguishment and revaluation, net | ( | ) | ||||||
| Loss on sale of fixed assets | ( | ) | ( | ) | ||||
| Other income, net | ||||||||
| Loss before income taxes | ( | ) | ( | ) | ||||
| Income tax benefit | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| (Less) Net income (loss) attributable to non-controlling interest | ( | ) | ||||||
| Net loss attributable to Soluna Holdings, Inc. | $ | ( | ) | $ | ( | ) | ||
| Basic and Diluted (loss) earnings per common share (1): | ||||||||
| Basic & Diluted loss per share | $ | ) | $ | ) | ||||
| Weighted average shares outstanding (Basic and Diluted) | ||||||||
| (1) |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 5 |
Soluna
Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Changes in Equity
For the Year Ended December 31, 2023
And the Three Months Ended March 31, 2024 (Unaudited)
(Dollars in thousands, except per share)
| Preferred Stock | Common Stock | Additional | Treasury Stock | Non- | Total | |||||||||||||||||||||||||||||||||||||||||||
| Series A Shares | Amount | Series B Shares | Amount | Shares (1) | Amount (1) | Paid-in Capital (1) | Accumulated Deficit | Shares (1) | Amount | Controlling | Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||
| January 1, 2023 | $ | | $ | | $ | $ | $ | ( | ) | | $ | ( | ) | | $ | |||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ) | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Preferred dividends- Series B | — | — | — | ( | ) | — | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares – securities purchase offering | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Restricted stock units vested | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares – restricted stock | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares- Notes conversion | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Contribution from Non-Controlling interest | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| March 31, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ) | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Preferred dividends – Series B | — | — | — | ( | ) | — | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares – securities purchase offering | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Restricted stock units vested | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares-merger shares | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares- Notes conversion | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Warrants and valuation issued in relation to debt amendment | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Contribution from Non-Controlling interest | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| June 30, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||||||||||||
| Net (loss) income | — | — | — | ( | ) | — | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Preferred dividends-Series B | — | — | — | ( | ) | — | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares – securities purchase offering | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Common Shares and Warrants for Series B dividend payment | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares- notes conversion | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Contribution from Non-Controlling interest | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| September 30, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||||||||||||
| Net (loss) income | — | — | — | ( | ) | —— | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares-merger shares | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares –warrants exercise | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| True up shares for reverse split | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Restricted stock units vested | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Warrant revaluation | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares- notes conversion | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Distribution to non-controlling interest | — | — | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Contribution from Non-Controlling interest | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| December 31, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||||||||||||
| (1) |
| Preferred Stock | Common Stock | Additional | Treasury Stock | Non- | Total | |||||||||||||||||||||||||||||||||||||||||||
| Series A Shares | Amount | Series B Shares | Amount | Shares | Amount | Paid-in Capital | Accumulated Deficit | Shares | Amount | Controlling Interest | Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||
| January 1, 2024 | $ | | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | |||||||||||||||||||||||||||||||||||
| Net (loss) income | — | — | — | ( | ) | — | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Reverse split adjustment | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares – warrant exercise | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Restricted stock units invested | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares- Notes conversion | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Warrant revaluation | — | — | — | ( | ) | — | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Distribution to Non-Controlling interest | — | — | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| March 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 6 |
Soluna
Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
For the Three Months Ended March 31, 2024 and 2023
| Three Months Ended March 31, | ||||||||
| (Dollars in thousands) | 2024 | 2023 | ||||||
| Operating Activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash provided by (used in) by operating activities: | ||||||||
| Depreciation expense | ||||||||
| Amortization expense | ||||||||
| Stock-based compensation | ||||||||
| Deferred income taxes | ( | ) | ( | ) | ||||
| Impairment on fixed assets | ||||||||
| Amortization of operating lease asset | ||||||||
| Loss (gain) on debt extinguishment and revaluation, net | ( | ) | ||||||
| Amortization on deferred financing costs and discount on notes | ||||||||
| Loss on sale of fixed assets | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Prepaid expenses and other current assets | ( | ) | ( | ) | ||||
| Other long-term assets | ( | ) | ||||||
| Accounts payable | ||||||||
| Deferred revenue | ( | ) | ||||||
| Operating lease liabilities | ( | ) | ( | ) | ||||
| Other liabilities and customer deposits | ( | ) | ||||||
| Accrued liabilities | ( | ) | ||||||
| Net cash provided by (used in) operating activities | ( | ) | ||||||
| Investing Activities | ||||||||
| Purchases of property, plant, and equipment | ( | ) | ( | ) | ||||
| Purchases of intangible assets | ( | ) | ( | ) | ||||
| Proceeds from disposal on property, plant, and equipment | ||||||||
| Deposits of equipment, net | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Financing Activities | ||||||||
| Proceeds from common stock warrant exercises | ||||||||
| Proceeds from common stock securities purchase agreement offering | ||||||||
| Proceeds from notes and debt issuance | ||||||||
| Payments on Navitas loan | ( | ) | ||||||
| Costs of common stock securities purchase agreement offering | ( | ) | ||||||
| Payments on NYDIG loans and line of credit | ( | ) | ||||||
| Contributions from non-controlling interest | ||||||||
| Distributions to non-controlling interest | ( | ) | ||||||
| Net cash (used in) provided by financing activities | ( | ) | ||||||
| Increase in cash & restricted cash | ||||||||
| Cash & restricted cash – beginning of period | ||||||||
| Cash & restricted cash – end of period | $ | $ | ||||||
| Supplemental Disclosure of Cash Flow Information | ||||||||
| Interest paid on NYDIG loans and line of credit | ||||||||
| Interest paid on Navitas loan | ||||||||
| Warrant consideration in relation to convertible notes and revaluation | ||||||||
| Notes converted to common stock | ||||||||
| Noncash membership distribution accrual | ||||||||
| Noncash disposal of NYDIG collateralized equipment | ||||||||
| Promissory note and interest conversion to common shares | ||||||||
| Noncash non-controlling interest contributions | ||||||||
| Noncash activity right-of-use assets obtained in exchange for lease obligations | ||||||||
| Series B preferred dividend in accrued expense | ( | ) | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 7 |
Notes to Condensed Consolidated Financial Statements (Unaudited)
1. Nature of Operations
Description of Business
Unless the context requires otherwise in these notes to the consolidated financial statements, the terms “SHI,” the “Company,” “we,” “us,” and “our” refer to Soluna Holdings, Inc. together with its consolidated subsidiaries, “SDI” refers to Soluna Digital, Inc. and previously, “SCI” refers to Soluna Computing, Inc., formerly known as EcoChain, Inc.
Soluna Holdings, Inc., formerly known as Mechanical Technology, Incorporated which was originally incorporated in the State of New York in 1961, reincorporated in the State of Nevada on March 24, 2021, and is headquartered in Albany, New York. Effective November 2, 2021, the Company changed its name from “Mechanical Technology, Incorporated” (or “MTI”) to “Soluna Holdings, Inc.” On October 29, 2021, Soluna Callisto merged into Soluna Computing, Inc. (“SCI”), a private green data center development company. The Company formed a wholly owned subsidiary of SHI on December 31, 2023, Soluna Digital, Inc. (“Soluna Digital”, or “SDI”). Effective December 31, 2023, SHI’s previously wholly-owned subsidiary, SCI transferred substantially all of its assets to SHI or its subsidiaries. SHI currently conducts its business through its wholly-owned subsidiary, SDI.
The Company is a digital infrastructure company specializing in transforming surplus renewable energy into computing resources. Our modular data centers can co-locate with wind, solar, or hydroelectric power plants and support compute intensive applications including Bitcoin Mining, Generative AI, and Scientific Computing. This pioneering approach to data centers helps energize a greener grid while delivering cost-effective and sustainable computing solutions.
In
fiscal year 2021, the Company began mining operations in Murray, Kentucky, (“Project Sophie”) and Calvert City, Kentucky,
(“Project Marie”). Project Marie had performed hosting services and proprietary mining in which 10 megawatts were used for
hosting services and 10 megawatts was used for proprietary mining through the end of February 2023, at which time the facility had been
decommissioned. In the second quarter of fiscal year 2023, Project Sophie entered into hosting contracts with Bitcoin miners, which marked
a shift in the Company’s business model at the Company’s modular data centers at Project Sophie from proprietary mining to
hosting Bitcoin miners for the customers for 25 MW. Currently, all of Project Sophie is performing data hosting, including hosting an
AI customer in the first quarter of 2024. The Company has sold all of its existing Bitcoin miners at the Project Sophie site and redeployed
capital. On September 17, 2022, the Company sold specified assets consisting mainly of mining equipment and other general equipment items
to a buyer at its Wenatchee, Washington location, (“Project Edith”). Soluna has committed to providing certain facilities
contracts at cost plus a markup to facilitate the continued operations for the sold mining assets, on behalf of the new ownership. Our
Texas site (“Project Dorothy”) is located at a wind farm and has a potential for up to 100 MWs, of which the Company obtained
approval from the ERCOT and energized 25 MW in May 2023 and has energized another 25 MW in October 2023. The Company as of March 31,
2024, has a
Going Concern and Liquidity
The Company’s condensed financial statements as of March 31, 2024 have been prepared using generally accepted accounting principles in the United States of America (“U.S. GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. As shown in the accompanying condensed financial statements, the Company was in a net loss, has negative working capital, and has significant outstanding debt as of March 31, 2024. These factors, among others indicate that there is substantial doubt about the Company’s ability to continue as a going concern within one year after issuance of these condensed financial statements as of March 31, 2024, or May 15, 2024.
Soluna MC Borrowing 2021-1 (the “Borrower”), received a Notice of Acceleration and Repossession (the “NYDIG Notice”) from NYDIG ABL LLC (“NYDIG”) with respect to the Master Equipment Finance Agreement, dated as of December 30, 2021 (the “MEFA”), by and between Borrower and NYDIG. The NYDIG Notice states that (a) Borrower failed to observe or perform certain covenants, conditions or agreements contained in the MEFA and such failure continued unremedied for a period of ten days after Borrower’s knowledge of such breach, which resulted in an event of default under the MEFA, and (b) Borrower defaulted under the guaranty, collateral agreement, or other support agreement, which resulted in an event of default under the MEFA. In addition, the NYDIG Notice states that Borrower failed to pay certain payments of principal and interest under the MEFA when due, which failure also constituted an event of default under the MEFA. As a result of the foregoing events of default, and pursuant to the MEFA, NYDIG (x) declared the principal amount of all loans due and owing under the MEFA and all accompanying Loan Documents (as defined in the MEFA) to be due and immediately payable, (y) imposed a default rate of interest on any outstanding principal amount of each loan (together with all then unpaid interest accruing thereon) and all other obligations under the MEFA and the Loan Documents, and (z) demanded the return of all equipment subject to the MEFA and the Loan Documents. The obligations of Borrower under the MEFA and reflected in the NYDIG Notice were ring-fenced to Borrower and its direct parent company, Soluna MC LLC.
| 8 |
On
February 23, 2023, NYDIG proceeded to foreclose on all of the collateral securing the MEFA, which resulted in a reportable
disposition of all of the Company’s mining assets at the site and certain of the operating assets of Project Marie. The total
net book value of the collateralized assets that were repossessed totaled approximately $
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. In the near term, management is evaluating and implementing different strategies to obtain financing to fund the Company’s expenses and growth to achieve a level of revenue adequate to support the Company’s current cost structure. Financing strategies may include, but are not limited to, stock issuances, project level equity, debt borrowings, partnerships and/or collaborations. If the Company is unable to meet its financial obligations, it could be forced to restructure or refinance, seek additional equity capital or sell its assets. The Company might then be unable to obtain such financing or capital or sell its assets on satisfactory terms. There can be no assurance that additional financing will be available to the Company when needed or, if available, that it can be obtained on commercially reasonable terms. If the Company is not able to obtain the additional financing on a timely basis, if and when it is needed, it will be forced to delay or scale down some or all of its development activities or perhaps even cease the operation of its business.
In
addition to the Company’s cash on hand for available use of approximately $
2. Basis of Presentation
In the opinion of management, the Company’s condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the periods presented in accordance with United States of America’s Generally Accepted Accounting Principles (“U.S. GAAP”). The results of operations for the interim periods presented are not necessarily indicative of results for the full year.
Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (“the Annual Report”).
The information presented in the accompanying condensed consolidated balance sheet as of December 31, 2023 has been derived from the Company’s audited consolidated financial statements. All other information has been derived from the Company’s unaudited condensed consolidated financial statements for the three months ended March 31, 2024 and March 31, 2023.
Principles of Consolidation
The condensed consolidated financial statements include the accounts of the Company and its subsidiaries, including the Company’s variable interest entities disclosed in Note 15. All intercompany balances and transactions are eliminated in consolidation.
Reverse Stock Split
On
October 11, 2023, the Company filed a Certificate of Change (the “Certificate of Change”) effecting a reverse stock split
as of 5:00 p.m. Eastern Standard Time on October 13, 2023 with a ratio of
| 9 |
The primary goal of the Reverse Stock Split was to increase the per share price of the Common Stock in order to meet the minimum per share price requirement of $ for continued listing on the Nasdaq. On October 30, 2023, the Company received a notice of compliance from NASDAQ.
In addition, effective as of the same time as the Reverse Split, proportionate adjustments were made to all then-outstanding equity awards, warrants and convertible securities with respect to the number of shares of common stock subject to such award or security and the exercise or conversion price thereof. Furthermore, the number of shares of common stock available for issuance under the Company’s equity incentive plans has been proportionately adjusted for the Reverse Split ratio, such that fewer shares will be subject to such plans. Furthermore, proportionate adjustments were made to the conversion factor at which the Company’s Series B Preferred Stock, par value $ per share (the “Series B Preferred Stock”), may be converted to Common Stock. The total number of shares of Series B Preferred Stock of the Company authorized for issuance remained at .
The effects of the Reverse Stock Split have been reflected in these financial statements and the accompanying footnotes for all periods presented, which includes adjusting the description of any activity that may have been transacted on a pre-Reverse Stock Split basis.
Cash and Cash Equivalents
Cash and cash equivalents consist of cash and highly liquid short-term investments with original maturities of less than three months.
Restricted Cash
Restricted
cash relates to cash that is legally restricted as to withdrawal and usage or is being held for a specific purpose and thus not available
to the Company for immediate or general business use. As of March 31, 2024, the Company had restricted cash of approximately $
Deposits and Credits on equipment
As
of March 31, 2024 and December 31, 2023, the Company had approximately $
Reclassification
Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations or net assets.
Correction of an Error
While preparing the Company’s Form 10-K for the year ended December 31, 2023, the Company identified the following errors related to the presentation of basic and diluted Earnings Per Share (“EPS”) in its historical filing for the year ended December 31, 2022, and for the quarters ended March 31, 2023, June 30, 2023, and September 30, 2023:
| ● | Inclusion of the net income/loss from noncontrolling interest in the numerator; | |
| ● | Inclusion of the cumulative undeclared preferred dividends in the numerator; | |
| ● | Exclusion of shares issued for little or no cash consideration (ie: penny warrants) in the denominator. |
| 10 |
In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements;” the Company evaluated the errors and has determined that the related impacts were not material to any prior annual or 10-Q report, but that correcting the cumulative impact of such errors would be significant to our EPS for the year ended December 31, 2023. Accordingly, the Company has corrected such immaterial errors by adjusting its December 31, 2022 consolidated statement of operations related to the calculation of earnings per share. The Company also corrected previously reported interim financial information for such immaterial errors in future filings, as applicable. The following summarizes the effect of the revision on each financial statement line item.
The following analysis provides a comparison amongst the basic and diluted EPS as reported on the Form 10-Q for the quarters ended March 31, 2023, June 30, 2023, and September 30, 2023, and the final revised basic and diluted EPS calculation to correct all identified errors:
As reported for the three months ended March 31, 2023 (1) | As revised | Change | ||||||||||
| Basic and Diluted net loss per share | $ | ) | $ | ) | $ | ) | ||||||
| For the three months ended June 30, 2023 | For the six months ended June 30, 2023 | |||||||||||||||||||||||
| (1) As Reported | As Revised | Change | (1) As Reported | As Revised | Change | |||||||||||||||||||
| Basic and Diluted net loss per share | $ | ) | $ | ) | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||||||
| (1) |
| For the three months ended September 30, 2023 | For the nine months ended September 30, 2023 | |||||||||||||||||||||||
| As Reported | As Revised | Change | As Reported | As Revised | Change | |||||||||||||||||||
| Basic and Diluted net loss per share | $ | ) | $ | ) | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||||||
3. Accounts Receivable
Accounts receivables consist of the following at:
| (Dollars in thousands) | March 31, 2024 | December 31, 2023 | ||||||
| Data hosting | $ | $ | ||||||
| Related party receivable | ||||||||
| Demand response service receivable | ||||||||
| Proprietary mining Coinbase receivable | ||||||||
| Total | $ | $ | ||||||
The
Company’s allowance for expected credit loss was $
| 11 |
4. Property, Plant and Equipment
Property, plant and equipment consist of the following at:
| (Dollars in thousands) | March 31, 2024 | December 31, 2023 | ||||||
| Land and land improvements | $ | $ | ||||||
| Buildings and leasehold improvements | ||||||||
| Computers and related software | ||||||||
| Machinery and equipment | ||||||||
| Office furniture and fixtures | ||||||||
| Construction in progress | ||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| $ | $ | |||||||
Depreciation
expense was approximately $
The
Company had an immaterial loss on sale of equipment of approximately $
During
the three months ended March 31, 2024, the Company had impairment charges of approximately $
Equipment held for sale
In
April 2023, Project Sophie entered into a 25 MW hosting contract with a sustainability-focused Bitcoin miner, that has shifted the Company’s
business model at the Company’s modular data center at Project Sophie from proprietary mining to hosting Bitcoin miners for the
customer. The Company obtained Board of Director approval to sell all remaining miners at the Sophie location and as of December 31,
2023, approximately $
5. Asset Acquisition
As
discussed above, on October 29, 2021, we completed the Soluna Callisto acquisition pursuant to an Agreement and Plan of Merger dated
as of August 11, 2021, by and among the Company, SCI and Soluna Callisto (the “Merger Agreement”). The purpose of the transaction
was for SCI to acquire substantially all of the assets (other than those assets physically located in Morocco) formerly held by HEL,
which assets consisted of Soluna Callisto’s existing pipeline of certain cryptocurrency mining projects that HEL previously transferred
to Soluna Callisto and to provide SCI with the opportunity to directly employ or retain the services of four individuals whose services
it had retained through HEL prior to the merger. As a result of the merger,
The acquisition was accounted for, for purposes of U.S. GAAP, using the asset acquisition method of accounting under the ASC 805-50. We determined that we acquired in the acquisition a group of similar identifiable assets (primarily, the “strategic pipeline contract” of certain cryptocurrency mining projects), which it classified as an intangible asset for accounting purposes. As a result, our acquisition of the set of assets and activities constituted an asset acquisition, as opposed to a business acquisition, under ASC 805. ASC 805-50 provides that assets acquired in an asset acquisition are measured based on the costs of the acquisition, which is the consideration that the acquirer transfers to the seller and includes direct transaction costs related to the acquisition. We include Soluna Callisto’s results of operations in our results of operations beginning on the effective date of the acquisition.
| 12 |
Merger Consideration
The fair value of the Merger Consideration includes various assumptions, including those related to the allocation of the estimated value of the maximum number of Merger Shares issuable as Merger Consideration, which issuance is contingent on the achievement of certain milestones of generating active Megawatts from Qualified Projects in which the Cost Requirement is satisfied within five years after the effective date of the merger, as set forth in the Merger Agreement and the schedules thereto, as set forth below. The Merger Consideration and the timing of the payment thereof is subject to the following qualifications and limitations:
| 1a) |
| i. | ||
| ii. | ||
| iii. | No Merger Shares will be issued to HEL without our prior written consent; | |
| iv. | Issuance of the Merger Shares will also be subject to the continued employment with or engagement by SCI or the surviving corporation of (A) John Belizaire and (B) at least two of Dipul Patel, Mohammed Larbi Loudiyi, (through ML&K Contractor), and Phillip Ng at the time that such Merger Shares are earned. If both (A) and (B) cease to be satisfied on or prior to the date that all Merger Shares are earned (such date, a “Trigger Date”), then “Qualified Projects” for purposes of determining Merger Shares shall only apply to those Qualified Projects that are in the pipeline as of the Trigger Date. For these purposes, if any such individual’s employment or service relationship with SCI is terminated without cause, as a result of his death or disability, or with good reason (as such terms are defined in the employment and consulting agreements), such individual shall be deemed to continue to be employed or engaged by SCI for these purposes; | |
| v. | If
SHI or SCI consummates a Change of Control before the fifth anniversary of the date of the closing of the merger, then we will be
obligated to issue all of the unissued Merger Shares (subject to (ii) and (iii) above). The Merger Agreement defines “Change
of Control” as (A) the sale, exchange, transfer, or other disposition of all or substantially all of the assets of us or SCI,
(B) our failure to continue to own (directly or indirectly) | |
| vi. | if on any of the fifth anniversary of the effective time of the merger, a facility has not become a Qualified Facility and therefore is not taken into consideration in the calculation of Active MW because any of the elements set forth in the definition of “Qualified Facility” as defined in the Merger Agreement have not been met for reasons beyond the reasonable control of SCI’s management team, but SCI’s management team is then actively engaged in the process of completing and is diligently pursuing the completion of the missing elements, then (A) the target dates set forth above shall be extended for an additional 90 days, and (B) additional extensions of time may be granted by the Board of Directors in its commercially reasonable discretion, in each case for the purpose of enabling SCI’s management team to complete the steps needed to qualify the facility as a Qualified Facility. |
| 13 |
On April 11, 2023, the Board had reviewed and approved the progress of SCI’s management team in qualifying facilities as Qualified Facilities and discussed an extension of the date in Section 2.7(a)(ii)(A) of the Merger Agreement to December 31, 2023 (previously was June 30, 2022), and an extension of the date in Section 2.7(a)(ii)(B) of the Merger Agreement to June 30, 2024 (previously was June 30, 2023).
Due to conditions being met within the Merger Agreement in relation to energization and retention of employees, the Company has advised SCI US Holdings LLC, a Delaware limited liability company, who is the sole Effective Time Holder (as defined in the Merger Agreement) of the right to receive the Merger Shares and that and Merger Shares were issued on May 26, 2023 and October 10, 2023. SCI US Holdings LLC has consented to the issuance of such Merger Shares as required under the Merger Agreement and has directed the Company to issue such Merger Shares to its affiliate, HEL. Following the issuance of the Merger Shares, a total of Merger Shares remains available for possible issuance pursuant to the terms of the Merger Agreement.
The
number of Merger Shares is also subject to customary anti-dilution adjustments in the event of any stock split, stock consolidation,
stock dividend, or similar event involving the shares of our common stock. Based on the assessment performed, the fair value of the merger
consideration as of October 29, 2021 was approximately $
6. Intangible Assets
Intangible assets consist of the following as of March 31, 2024:
| (Dollars in thousands) | Intangible Assets | Accumulated Amortization | Total | |||||||||
| Strategic pipeline contract | $ | $ | $ | |||||||||
| Assembled workforce | ||||||||||||
| Patents | ||||||||||||
| Total | $ | $ | $ | |||||||||
Intangible assets consist of the following as of December 31, 2023:
| (Dollars in thousands) | Intangible Assets | Accumulated Amortization | Total | |||||||||
| Strategic pipeline contract | $ | $ | $ | |||||||||
| Assembled workforce | ||||||||||||
| Patents | ||||||||||||
| Total | $ | $ | $ | |||||||||
Amortization
expense for the three months ended March 31, 2024 and 2023 was approximately $
The strategic pipeline contract relates to supply of a critical input to our digital mining and hosting business. The Company has analyzed this strategic pipeline contract similar to a permit for future benefit. The strategic pipeline contract relates to potential renewable energy datacenters that fit in the alignment of the Company structure to expand operations of the Company’s new focus in their business.
The Company expects to record amortization expense of intangible assets over the next five years and thereafter as follows:
| (Dollars in thousands) | ||||
| Year | 2024 | |||
| 2024 (remainder of the year) | $ | |||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| Thereafter | ||||
| Total | $ | |||
| 14 |
7. Income Taxes
During
the three months ended March 31, 2024 and 2023, the Company’s effective income tax rate was
In
connection with the strategic contract pipeline acquired in the Soluna Callisto acquisition as further discussed in Note 5, ASC 740-10-25-51
requires the recognition of a deferred tax impact of acquiring an asset in a transaction that is not a business combination when the
amount paid exceeds the tax basis on the acquisition date. As such, the Company is required to adjust the value of the strategic contract
pipeline by approximately $
The Company provides for recognition of deferred tax assets if the realization of such assets is more likely than not to occur in accordance with accounting standards that address income taxes. Significant management judgment is required in determining the period in which the reversal of a valuation allowance should occur. The Company has considered all available evidence, both positive and negative, such as historical levels of income and future forecasts of taxable income amongst other items, in determining its valuation allowance. In addition, the Company’s assessment requires us to schedule future taxable income in accordance with accounting standards that address income taxes to assess the appropriateness of a valuation allowance which further requires the exercise of significant management judgment.
The
Company believes that the accounting estimate for the valuation of deferred tax assets is a critical accounting estimate because judgment
is required in assessing the likely future tax consequences of events that have been recognized in our financial statements or tax returns.
The Company based the estimate of deferred tax assets and liabilities on current tax laws and rates and, in certain cases, business plans
and other expectations about future outcomes. In the event that actual results differ from these estimates, or the Company adjusts these
estimates in future periods, the Company may need to adjust the recorded valuation allowance, which could materially impact our financial
position and results of operations. The valuation allowance was $
8. Debt
Convertible Notes Payable
Debt
consists of the following
| (Dollars in thousands): | Maturity Date | Interest Rate | March 31, 2024 | December 31, 2023 | ||||||||||
| Convertible Note | * | % | $ | $ | ||||||||||
| * |
On
October 25, 2021, pursuant to a Securities Purchase Agreement (the “October SPA”),
the Company issued to certain accredited investors (the “Noteholders”) (i) secured convertible notes in an aggregate principal
amount of $
| 15 |
The
October Secured Notes, subject to an original issue discount of
On July 19, 2022 and on September 13, 2022, the Company entered into an Addendum and Addendum Amendment in which adjusted the terms such as maturity date, conversion prices, and the issuance of new warrants to the Noteholders. Pursuant to the Addendum and Addendum Amendment, the Company evaluated whether the new addendums qualified as debt modification or debt extinguishment, and based on ASC 470, Debt, the Company determined the Addendum and Addendum Amendment to fall under Debt Extinguishment and the Company would be required to fair value the new debt, and in turn write off the existing debt on the books.
Following the debt extinguishment on July 19, 2022 as noted further above, the Convertible Notes will be accounted for under the fair value method on a recurring basis upon issuance (e.g., upon execution of the Addendum) per guidance within ASC 480, and at each subsequent reporting period, with changes in fair value reported in earnings. Although the Notes are not being accounted for under 825-10, the substance of the debt is considered to be the same and is therefore considered outside the scope of ASC 470-60. As such, the Company performed a fair value analysis of the Convertible Notes. For the year-ended December 31, 2023 and quarter-ended March 31, 2024, the Company had Monte Carlo simulations run-out for the expected conversion dates of the Convertible Notes using risk free rates, annual volatility, daily trading volumes, likely conversion profiles, and other assumptions based on principal and accrued interest as of the period ends. The Company determined the fair value of the Convertible Notes uses certain Level 3 inputs.
Changes in Level 3 Financial Liabilities Carried at Fair Value
| (in thousands) | ||||
| Balance, January 1, 2023 | $ | |||
| Conversions of debt (January 2023- March 31, 2023) | ( | ) | ||
| Total revaluation gains (January 2023- March 31, 2023) | ( | ) | ||
| Balance, March 31, 2023 | ||||
| Conversions of debt (April 1, 2023- December 31, 2023) | ( | ) | ||
| Total revaluation losses (April 1, 2023- December 31, 2023) | ||||
| Balance December 31, 2023 | $ | |||
| Conversions of debt (January 1, 2024- March 31, 2024) | ( | ) | ||
| Total revaluation gains (January 1, 2024- March 31, 2024) | ( | ) | ||
| Balance March 31, 2024 | $ | |||
For
the three months ended March 31, 2023, the Company had approximately $
The following table represents the significant and subjective fair value assumptions used for Convertible Notes during the three months ended March 31, 2024:
| Three months ended March 31, 2024 | ||||
| Stock price | $ | – | ||
| Conversion price | $ | |||
| Volatility | % | |||
| Risk-free interest rate | % | |||
| 16 |
The
events of default stated in the Notice of Acceleration and Repossession defined below with NYDIG Financing constituted a cross-default
under the terms of secured convertible notes issued to the Noteholders. In addition to such cross-default, the failure of the Company
pursuant to the Addendum dated as of July 19, 2022, to escrow an aggregate amount of $
On
May 11, 2023, the Company entered into a Second Amendment Agreement (the “Second Amendment”) with the holders of its October
Secured Notes to extend the maturity date of the October Secured Notes to July 25, 2024. In connection with the Second Amendment, the
Company paid an extension fee of $
Subject
to the Equity Conditions (as defined below), upon each trigger set forth below, the Company is allowed, once per trigger, require the
Note holders to convert up to
| (i) | the
Company’s Common Stock trades for | |
| (ii) | the
Company’s Common Stock trades for | |
| (iii) | the
Company’s Common Stock trades for |
The
Equity Condition is met if all of the following conditions have been satisfied: (i) the shares of Common Stock issuable upon the conversion
are either registered under the Securities Act of 1933 or resellable under Rule 144 thereunder without any volume restrictions, (ii)
the number of shares issuable to each Note holder are below
On
November 20, 2023, the Company and the Noteholders entered into a Third Amendment Agreement to amend the Notes, the October SPA and related
agreements (collectively, the “Transaction Documents”). The aim is to facilitate future financings by the Company that may
include funds for prepayment of the Notes by permitting the Company to force conversion of up to $
As
provided in the original terms of the Notes, in the event the Company prepays the amounts owed under Notes, the Company must pay an additional
In
addition, under the new Transaction Documents, the Company has the right to force the conversion of up to $
As
consideration for the reduction in the prepayment penalty and the new forced conversion right, the Company agreed that an aggregate $
On February 28, 2024 the Company and the Purchasers entered into a Fourth Amendment Agreement to amend the Notes, SPA and related agreements to facilitate future financings by the Company by amending the Transaction Documents as follows:
The Company shall be permitted to undertake at-the-market transactions in the future provided:
| ● | No Event of Default shall have occurred and be continuing under the Notes; and |
| 17 |
| ● | The
market price of the shares of common stock shall be at least the At-the-Market (“ATM”) Floor Price. |
In
addition, the Company will be permitted to unilaterally extend the maturity date of the Notes for two 3-Month extensions if prior to
the then in effect maturity date the Company gives notice to the Purchasers and increases the principal amount of the Notes on the date
of each such extension by two percent (
In consideration of the foregoing, the Company:
| ● | Reduced
the conversion price of the Notes to $ | |
| ● | The
Purchasers received an aggregate of | |
| ● | An
aggregate of | |
| ● | An
aggregate of |
The
effect of the additional penny warrants, $
Pursuant
to additional agreements with holders of another
Because
the foregoing will result in the issuance of more than
On
March 5, 2024, one of the Noteholders exercised
The following table represents the significant fair value assumptions used for warrants issued or repriced during the three months ended March 31, 2024:
| Three months ended March 31, 2024 | ||||
| Stock price | $ | - | ||
| Exercise price | $ | - | ||
| Expected term in years | – | |||
| Expected dividend yield | % | |||
| Volatility | – | % | ||
| Risk-free interest rate | - | % | ||
With
the Fourth Amendment on February 28, 2024, a fair value was established at approximately $
| 18 |
As
of December 31, 2023, the fair value of the convertible debt was approximately $
NYDIG Financing
| (Dollars in thousands) | Maturity Dates | Interest Rate | January 1, 2024 - March 31, 2024 | January 1, 2023 - December 31, 2023 | ||||||||
| NYDIG Loans #1-11 | $ | $ | ||||||||||
| Less: repossession of collateralized assets | ( | ) | ||||||||||
| Total outstanding debt | $ | $ | ||||||||||
| * |
On
December 30, 2021, Soluna MC Borrowing 2021-1 LLC (the “Borrower”), an indirect wholly owned subsidiary of the Company entered
into a Master Equipment Finance Agreement (the “Master Agreement”) with NYDIG ABL LLC (“NYDIG”) as lender, servicer
and collateral agent (the “NYDIG facility”). The Master Agreement outlined the framework for a financing up to approximately
$
On
January 14, 2022, the Borrower effected an initial drawdown under the Master Agreement in the aggregate principal amount of approximately
$
In
connection with the NYDIG Transactions, on January 13, 2022, the Company entered into a Consent and Waiver Agreement, dated as of January
13, 2022 (the “Consent”), with the Noteholders, in connection with the October SPA, pursuant to which the Noteholders agreed
to waive any lien on, and security interest in, certain assets, provided various contingencies are fulfilled, and each Noteholder who
acquired October Secured Notes having a principal amount of not less than $
| 19 |
Promptly
after the date of the Consent, the Company issued warrants to purchase up to
The
Company, through the Borrower, was required to make average monthly principal and interest payments to NYDIG of approximately $
On December 20, 2022, the Borrower received a Notice of Acceleration and Repossession (the “NYDIG Notice”) from NYDIG with respect to the Master Agreement, by and between Borrower and NYDIG. The obligations of Borrower under the Master Agreement and reflected in the NYDIG Notice are ring-fenced to Borrower and its direct parent company, Soluna MC LLC. The Company is not a party to any guaranty, collateral agreement or other support agreement with or for the benefit of NYDIG.
The
NYDIG Notice states that (a) Borrower failed to observe or perform certain covenants, conditions or agreements contained in the Master
Agreement and such failure continued unremedied for a period of ten days after Borrower’s knowledge of such breach, which resulted
in an event of default under the Master Agreement, and (b) Borrower defaulted under the guaranty, collateral agreement, or other support
agreement, which resulted in an event of default under the Master Agreement. In addition, the NYDIG Notice states that Borrower failed
to pay certain payments of principal and interest under the Master Agreement when due, which failure also constituted an event of default
under the Master Agreement. As a result of the foregoing events of default, and pursuant to the Master Agreement, NYDIG (x) declared
the principal amount of all loans due and owing under the Master Agreement and all accompanying Loan Documents (as defined in the Master
Agreement) to be due and immediately payable, (y) imposed a default rate of interest on any outstanding principal amount of each loan
(together with all then unpaid interest accruing thereon) and all other obligations under the Master Agreement and the Loan Documents,
and (z) demanded the return of all equipment subject to the Master Agreement and the Loan Documents. As such,
| 20 |
Loan and Security Agreement
Navitas Term Loan
| (Dollars in thousands) | Maturity Date | Interest Rate | January 1, 2024- March 31, 2024 | May 9, 2023- December 31, 2023 | ||||||||||
| Term Loan and capitalized interest (excludes debt issuance cost) | % | $ | $ | |||||||||||
| Less: principal and capitalized interest payments | ( | ) | ( | ) | ||||||||||
| Less: debt issuance costs | ( | ) | ( | ) | ||||||||||
| Total outstanding debt | $ | $ | ||||||||||||
On May 9, 2023, DVCC and Navitas West Texas Investments SPV, LLC entered into a 2-year Loan Agreement (“Term Loan”) for $. The unpaid principal balance of the Term Loan shall bear interest at per annum rate equal to %. Beginning on the last Business Day of the month in which the In-Service Date occurs (date Dorothy 1B is put into full operation following the planned ramp-up period), and continuing on the last Business Day of each month thereafter until the repayment of all Term Loan debt principal and accrued interest occurs, DVCC shall make debt service payments on the Term Loan through a cash sweep with the Site-level Free Cash Flow (total revenue of DVCC minus power costs and site level costs listed in Loan and Security agreement), otherwise to be distributed to Soluna Holdings, Inc., the ultimate parent entity of DVCC (the “SLNH Cash”) being applied as a permanent repayment of the Loan in an amount equal to the greater of: (i) the sum of (A) the amount of accrued and unpaid interest that has not yet been added to the principal balance of the Term Loan, if any, plus (B) an amount equal to 1/24th of the then outstanding principal balance of the Term Loan; provided that the aggregate amount payable pursuant to this clause (i) shall not exceed SLNH Cash times 0.60; or (ii) SLNH Cash times 0.33.
Any and all monthly debt service amounts so paid to Lender shall be applied first to accrued and unpaid interest that has not yet been added to the principal balance of the Term Loan, if any, and then to repayment of the then outstanding principal balance of the Term Loan. On the Term Loan Maturity Date (), all remaining principal and accrued and unpaid interest that has not yet been added to the principal balance of the Term Loan, if any, shall become immediately due and owing in full and shall be paid by wire transfer in immediately available funds. As of March 31, 2024 and December 31, 2023, approximately $ million and $ million is included in current portion of debt as the Company’s expectation is that principal and capitalized interest payments will be made to pay off the Term Loan within one year after quarter or year-end. The Company has paid approximately $ thousand in principal for the three months ended March 31, 2024 and $ thousand in principal and capitalized interest payments for the year ended December 31, 2023. Interest expense related to the Navitas Term Loan for the three months ended March 31, 2024 was approximately $ thousand.
Line of Credit
On
September 15, 2021, the Company entered into a $
9. Stockholders’ Equity
Preferred Stock
The
Company has two series of preferred stock outstanding: the Series A Preferred Stock, with
a $
Series B Preferred Stock
On
July 19, 2022, the Company entered into a Securities Purchase Agreement (the “Series B SPA”) with an accredited investor
(the “Series B Investor”) pursuant to which the Company sold to the Series B Investor shares of Series B Preferred
Stock, for a purchase price of $
| 21 |
In
addition, on July 19, 2022, the Company issued to the Series B Investor common stock purchase warrants (the “Series B Warrants”)
to purchase up to an aggregate of
Common Stock
The
Company has one class of common stock, par value $ per share.
Dividends
Pursuant
to the Certificate of Designations,
The
Company’s Series B Preferred Stock includes a
Each
Pre-Funded Warrant has been funded to the amount of $
Reservation of Shares
| Stock options outstanding | ||||
| Restricted stock units outstanding | ||||
| Warrants outstanding | ||||
| Common stock available for future equity awards or issuance of options | ||||
| Number of common shares reserved |
The Company also notes that as of March 31, 2024, there are Series A preferred stock available for future equity awards under the 2021 Plan.
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Loss per Share
The Company computes basic loss per common share by dividing net loss by the weighted average number of common shares outstanding during the reporting period. Diluted loss per share reflects the potential dilution, if any, computed by dividing loss by the combination of dilutive common share equivalents, comprised of shares issuable under outstanding investment rights, warrants and the Company’s share-based compensation plans, and the weighted average number of common shares outstanding during the reporting period. Dilutive common share equivalents include the dilutive effect of in-the-money stock options, which are calculated based on the average share price for each period using the treasury stock method. Under the treasury stock method, the exercise price of a stock option and the amount of compensation cost, if any, for future service that the Company has not yet recognized are assumed to be used to repurchase shares in the current period.
| (Dollars in thousands, except shares) | 2024 | 2023 | ||||||
| Numerator: | ||||||||
| Net loss from continuing operations | $ | ( | ) | $ | ( | ) | ||
| (Less) Net income (loss) attributable to non-controlling interest | ( | ) | ||||||
| Net loss attributable to Soluna Holdings, Inc. | $ | ( | ) | $ | ( | ) | ||
| Less: Preferred dividends or deemed dividends | ( | ) | ( | ) | ||||
| Less: Cumulative Preferred Dividends in arrears | ( | ) | ( | ) | ||||
| Balance | $ | ( | ) | $ | ( | ) | ||
| Denominator: | ||||||||
| Basic and Diluted EPS: | ||||||||
| Common shares outstanding, beginning of period, including penny warrants | ||||||||
| Weighted average common shares issued during the period including penny warrants issued and outstanding as of quarter-end | ||||||||
| Denominator for basic earnings per common shares — | ||||||||
| Weighted average common shares | ||||||||
The Company notes as continuing operations was in a Net loss for the three months ended March 31, 2024 and 2023, as such basic and diluted EPS is the same balance as continuing operations acts as the control amount in which would cause antidilution. Not included in the computation of earnings per share, assuming dilution, for the three months ended March 31, 2024, were options to purchase shares of the Company’s common stock, nonvested restricted stock units, and outstanding warrants not exercised which excludes penny warrants that can be potentially exercised. These potentially dilutive items were excluded because the calculation of incremental shares resulted in an anti-dilutive effect.
Not included in the computation of earnings per share, assuming dilution, for the three months ended March 31, 2023, were options to purchase shares of the Company’s common stock, nonvested restricted stock units, and outstanding warrants not exercised. These potentially dilutive items were excluded because the calculation of incremental shares resulted in an anti-dilutive effect.
10. Commitments and Contingencies
Commitments:
Leases
The
Company determines whether an arrangement is a lease at inception. The Company and its subsidiaries have operating leases for certain
manufacturing, laboratory, office facilities and certain equipment. The leases have remaining lease terms year to less than
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Lease expense for these leases is recognized on a straight-line basis over the lease term. For the three months ended March 31, total lease costs are comprised of the following:
| (Dollars in thousands) | Three Months Ended March 31, | |||||||
| 2024 | 2023 | |||||||
| Operating lease cost | $ | $ | ||||||
| Short-term lease cost | ||||||||
| Total net lease cost | $ | $ | ||||||
Short-term leases are leases having a term of twelve months or less. The Company recognizes short-term leases on a straight-line basis and does not record a related lease asset or liability for such leases.
Other information related to leases was as follows:
Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | |||||||
| Weighted Average Remaining Lease Term (in years): | ||||||||
| Operating leases | ||||||||
| Weighted Average Discount Rate: | ||||||||
| Operating leases | % | % | ||||||
Supplemental cash flows information related to leases for the three months ended March 31 was as follows:
| (Dollars in thousands) | 2024 | 2023 | ||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||
| Operating cash flows from operating leases | $ | $ | ||||||
| Non-Cash Activity Right-of-use assets obtained in exchange for lease obligations: | ||||||||
| Operating leases | $ | $ | ||||||
Maturities of noncancellable operating lease liabilities are as follows for the quarter ending March 31:
| (Dollars in thousands) | 2024 | |||
| 2024 (remainder of year) | $ | |||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| Thereafter | ||||
| Total lease payments | ||||
| Less: imputed interest | ( | ) | ||
| Total lease obligations | ||||
| Less: current obligations | ||||
| Long-term lease obligations | $ | |||
As of March 31, 2024, there were no additional operating lease commitments that had not yet commenced.
Contingencies:
Spring Lane Capital Contingency
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Legal
We are subject to legal proceedings, claims and liabilities which arise in the ordinary course of business. When applicable, we accrue for losses associated with legal claims when such losses are probable and can be reasonably estimated. These accruals are adjusted as additional information becomes available or circumstances change. Legal fees are charged to expense as they are incurred.
The
Company has been named as a party in the December 19, 2019 United States Environmental Protection Agency (“EPA”) Demand Letter
regarding the Malta Rocket Fuel Area Superfund Site (“Site”) located in Malta and Stillwater, New York in connection with
an alleged release of hazardous materials into the environment. The EPA is seeking reimbursement of response costs from all named parties
in the amount of approximately $
NYDIG filed a complaint against a subsidiary of Company, Soluna MC Borrowing 2021-1, LLC (“Borrower”) and Soluna MC, LLC, as Guarantor (“Guarantor”), and together with Borrower, (“NYDIG Defendants”) in Marshall Circuit Court of the Commonwealth of Kentucky on December 29, 2022 regarding a series of loans made by NYDIG to Borrower pursuant to a master equipment finance agreement that were secured by certain assets of Borrower and guaranteed by Guarantor pursuant to a written guaranty agreement executed by Guarantor. The Court issued on February 15, 2023 an agreed order granting NYDIG’s motion for writ of possession which, among other things, ordered parties to provide NYDIG access to the collateral described therein and preserved the rights of NYDIG to pursue a deficiency judgment against the NYDIG Defendants. Also on February 15, 2023, the NYDIG Defendants filed their answer and affirmative defenses in this proceeding. The NYDIG Defendants believe that NYDIG has liquidated some of the collateral securing the loans and anticipate that NYDIG will complete the liquidation of collateral and continue to prosecute the complaint to obtain a judgment against the NYDIG Defendants. Additionally, NYDIG has stated its intention to pursue SCI, the parent company of Guarantor, under a piercing of the corporate veil claim relating to NYDIG Defendants’ debts and liabilities under the loan documents. SCI denies any such liability and has filed a complaint for a declaratory judgment against NYDIG in the Eighth Judicial District Court in Clark County, Nevada on March 16, 2023 seeking a declaratory judgment as to such matter. NYDIG filed a motion to dismiss in response to SCI’s declaratory judgment complaint on April 13, 2023. SCI filed a response in opposition to NYDIG’s motion to dismiss on April 27, 2023. The court heard oral arguments on May 16, 2023. On June 22, 2023, the court issued an order granting NYDIG’s motion to dismiss, on the basis that the case was not ripe for decision, without prejudice. SCI intends to continue to vigorously defend any allegations regarding liability on account of NYDIG Defendants’ debts and liabilities to NYDIG under their loan documents and intends to refile a declaratory judgment complaint against NYDIG.
On
February 23, 2023, NYDIG proceeded to foreclose on all of the collateral securing the MEFA, and repossessed the collateralized assets
that totaled approximately $
In
September 2023, Atlas Technology Group LLC (“Atlas”) filed a complaint against Soluna MC LLC (formerly EcoChain Block LLC)
(“Soluna MC”), Soluna Computing, Inc., and Soluna Holdings, Inc. (collectively, the “Atlas Defendants”) in the
Supreme Court of the State of New York, County of New York regarding a co-location services agreement between Soluna MC and Atlas. Atlas
alleges that the termination of such agreement by Soluna MC was a breach and asserts various claims, including breach of contract and
the return of pre-paid fees. The claim requests a judgement against the Atlas Defendants for the return of pre-paid fees of approximately
$
The
referenced pre-paid fees of approximately $
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11. Related Party Transactions
MeOH Power, Inc.
On
December 18, 2013, MeOH Power, Inc. and the Company executed a Senior Demand Promissory Note (the Note) in the amount of $
Legal Services
During
the three months ended March 31, 2024 and 2023, the Company incurred $
Employee Receivables
Certain
employees have a receivable due to the Company based on their stock-based awards, in which $ thousand and $ thousand was outstanding
as of March 31, 2024 and December 31, 2023, respectively. The balance is currently presented as $
HEL Transactions
As discussed above, on October 29, 2021, the Company completed the Soluna Callisto acquisition pursuant to the Merger Agreement. The purpose of the transaction was for SCI to acquire substantially all of the assets (other than those assets physically located in Morocco) formerly held by HEL, which assets consisted of SCI’s existing pipeline of certain cryptocurrency mining projects that HEL previously transferred to SCI, which was formed expressly for this purpose, and to provide SCI with the opportunity to directly employ or retain the services of four individuals whose services it had retained through HEL prior to the merger. As a result of the merger, each share of common stock of Soluna Callisto issued and outstanding immediately prior to the effective time of the merger, other than shares owned by the Company or any of our subsidiaries, was cancelled and converted into the right to receive a proportionate share of the Merger Consideration.
In
connection with the Soluna Callisto acquisition, effective as of October 29, 2021, upon and subject to the terms and conditions of the
Termination Agreement, on November 5, 2021: (1) the existing Operating and Management Agreements between HEL and SCI were terminated
in all respects; and (2)(A) SCI paid HEL $
Due to conditions being met within the Merger Agreement in relation to energization and retention of employees, the Company has advised SCI US Holdings LLC, a Delaware limited liability company, who is the sole Effective Time Holder (as defined in the Merger Agreement) of the right to receive the Merger Shares and that Merger Shares were issued on May 26, 2023 and Merger Shares were issued on October 10, 2023. SCI US Holdings LLC has consented to the issuance of such Merger Shares as required under the Merger Agreement and has directed the Company to issue such Merger Shares to its affiliate, HEL. Following the issuance of the Merger Shares, a total of Merger Shares remains available for possible issuance pursuant to the terms of the Merger Agreement.
Please see Note 5 for additional information regarding the Soluna Callisto acquisition and related transactions.
Several of HEL’s equity holders are affiliated with Brookstone Partners, the investment firm that holds an equity interest in the Company through Brookstone Partners Acquisition XXIV, LLC. The Company’s two Brookstone-affiliated directors also serve as directors and, in one case, as an officer, of HEL and also have ownership interest in HEL. In light of these relationships, the various transactions by and between the Company and SCI, on the one hand, and HEL, on the other hand, were negotiated on behalf of the Company and SCI via an independent investment committee of the Board and separate legal representation. The transactions were subsequently unanimously approved by both the independent investment committee and the full Board.
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Four of the Company’s directors have various affiliations with HEL.
Michael
Toporek, the former Chief Executive Officer, and current Executive Director of the Company, owns
In
addition, one of the Company’s directors, Matthew E. Lipman, serves as a director and currently acting as President of HEL. Mr.
Lipman does not directly own any equity interest in
John
Belizaire, the Company’s Chief Executive Officer, and John Bottomley, who were elected to the Board upon the effective time of
SCI’s acquisition of Soluna Callisto, serve as directors of HEL.
The
Company’s investment in HEL was initially carried at the cost of investment and was $
The
Company owned approximately
2023 Plan
The 2023 Plan was adopted by the Board on February 10, 2023 and approved by the stockholders on March 10, 2023. The 2023 Plan sets the number of shares of our Common Stock reserved for issuance thereunder, on a quarterly basis, to % of the shares of our Common Stock outstanding on the measurement date. Subject to certain adjustments as provided in the 2023 Plan, the maximum aggregate number of shares of our Common Stock that may be issued under the 2023 Plan (excluding the number of shares of our Common Stock subject to Specified Awards (as defined below)) (i) pursuant to the exercise of stock options, (ii) as unrestricted or restricted Common Stock, and (iii) in settlement of RSUs shall be limited to, beginning with the first quarter of our fiscal year ending December 31, 2023 (or January 1, 2023), % of the number of shares of our Common Stock outstanding as of the first trading day of each quarter . Subject to certain adjustments as provided in the 2023 Plan, (i) shares of our Common Stock subject to the 2023 Plan shall include shares of our Common Stock which revert back to the 2023 Plan in a prior quarter pursuant to the paragraph below, and (ii) the number of shares of our Common Stock that may be issued under the 2023 Plan may never be less than the number of shares of our Common Stock that are then outstanding under (or available to settle existing) 2023 Plan Award grants.
On June 29, 2023, at the Annual Shareholder Meeting, the Amended and Restated 2023 Stock Incentive Plan was approved. The Amended and Restated 2023 Plan will, among other things, increase the number of shares of our Common Stock reserved for issuance thereunder, on a quarterly basis, to % of the shares of our Common Stock outstanding on the measurement date. Subject to certain adjustments as provided herein, the maximum aggregate number of Common Shares that may be issued hereunder (excluding the number of Common Shares subject to Specified Awards (as hereinafter defined)) (i) pursuant to the exercise of Options, (ii) as unrestricted Common Shares or Restricted Stock, and (iii) in settlement of RSUs shall be limited to, beginning with the third quarter of our fiscal year ending December 31, 2023 (or July 1, 2023), % of the number of Common Shares outstanding as of the first trading day of each quarter. Subject to certain adjustments as provided herein, (A) Common Shares subject to this Plan shall include Common Shares which reverted back to this Plan in a prior quarter, and (B) the number of Common Shares that may be issued under this Plan may never be less than the number of Common Shares that are then outstanding under (or available to settle existing) Awards. For purposes of determining the number of Common Shares available under this Plan, Common Shares withheld by the Company to satisfy applicable tax withholding or exercise price obligations pursuant to Section 10(e) of this Plan shall be deemed issued under this Plan. In the event that, prior to the date this Plan shall terminate, any Award granted under this Plan expires unexercised or unvested or is terminated, surrendered or cancelled without the delivery of Common Shares, or any shares of Restricted Stock are forfeited back to the Company, then the Common Shares subject to such Award may be made available for subsequent Awards under the terms of this Plan. As used in this Plan, “Specified Awards” shall mean (i) Awards to Eligible Persons who are not employed or engaged by the Company or any of its subsidiaries as of the last day of any fiscal quarter of the Company, commencing with the fiscal quarter ending March 31, 2023 and (ii) Awards that have a grant date at least three (3) years prior to the last day of any fiscal quarter of the Company, commencing with the fiscal quarter ending March 31, 2023.
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2021 Plan
The Company’s 2021 Plan was adopted by the Board on February 12, 2021 and approved by the stockholders on March 25, 2021. The 2021 Plan was amended and restated effective as of October 29, 2021, and May 27, 2022, respectively. The 2021 Plan authorizes the Company to issue shares of common stock upon the exercise of stock options, the grant of restricted stock awards, and the conversion of restricted stock units (collectively, the “Awards”). The Compensation Committee has full authority, subject to the terms of the 2021 Plan, to interpret the 2021 Plan and establish rules and regulations for the proper administration of the 2021 Plan. Subject to certain adjustments as provided in the 2021 Plan, the maximum aggregate number of shares of the Company’s common stock that may be issued under the 2021 Plan (i) pursuant to the exercise of options, (ii) as shares or restricted stock and (iii) in settlement of RSUs shall be limited to (A) during the Company’s fiscal year ending December 31, 2021 (the “2021 Fiscal Year”), Shares, (B) for the period from January 1, 2022 to June 30, 2022, fifteen percent (15%) of the number of Shares outstanding on January 3, 2022, which was the first trading day of 2022, and (C) beginning with the third quarter of the Company’s fiscal year ending December 31, 2022 (the “2022 Fiscal Year”), fifteen percent (15%) of the number of Shares outstanding as of the first trading day of each quarter, net of any Shares awarded in the previous quarter(s). Subject to certain adjustments as provided in the 2021 Plan, (i) shares subject to the 2021 Plan shall include shares reverted back to the Company pursuant the 2021 Plan in a prior year or quarter, as applicable, as provided herein and (ii) the number of shares that may be issued under the 2021 Plan may never be less than the number of shares that are then outstanding under (or available to settle existing) Awards. For purposes of determining the number of shares available under the 2021 Plan, shares withheld by the Company to satisfy applicable tax withholding or exercise price obligations pursuant to the 2021 Plan shall be deemed issued under this Plan. In the event that, prior to the date on which the 2021 Plan shall terminate, any Award granted under the 2021 Plan expires unexercised or unvested or is terminated, surrendered, or cancelled without the delivery of shares of common stock, or any Awards are forfeited back to the Company, then the shares of common stock subject to such Award may be made available for subsequent Awards under the terms of the 2021 Plan.
On March 10, 2023, at the Special Shareholder Meeting, the Third Amended and Restated 2021 Stock Incentive Plan was approved. The
The Board has approved amendments to the both the 2021 and 2023 Plans subject to stockholder approval at the 2024 Annual Meeting. Under the Plans, the number of shares of common stock available for awards is limited to, % for the 2021 Plan and % for the 2023 Plan of the number of Common Shares outstanding as of the first trading day of each quarter. The amendments to each Plan would change the calculation of this limitation to reflect the applicable percentage to % and % respectively, after giving effect to the increase in the number of shares subject to awards after giving effect to the amount to the increase as of the date of the calculation.
There were no awards granted during the three months ended March 31, 2024. During the three months ended March 31, 2023, the Company awarded restricted stock units under the 2021 Plan, valued at $ per share based on the closing market price of the Company’s common stock on the date of the grant. The restricted stock units will vest during May 2023.
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13. Effect of Recent Accounting Updates
Accounting Updates Effective for fiscal year 2024
Changes to U.S. GAAP are established by the Financial Accounting Standards Board (the “FASB”) in the form of accounting standard updates (“ASUs”) to the FASB’s Accounting Standards Codification (“ASC”). The Company considered the applicability and impact of all ASUs. ASUs not mentioned below were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial position or results of operations.
Accounting Updates Not Yet Effective
Improvements to Reportable Segment Disclosures
In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvement to Reportable Segment Disclosures (ASU 2023-07), which requires disclosure of incremental segment information on an annual and interim basis, primarily through enhanced disclosures of significant segment expenses. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 and requires retrospective application to all periods presented upon adoption. Early adoption is permitted. The Company is currently evaluating the impact that ASU 2023-07 will have on its condensed consolidated financial statements and disclosures.
Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets
In December 2023, the FASB issued ASU 2023-08, Intangibles - Goodwill and Other - Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets, which establishes accounting guidance for crypto assets meeting certain criteria. Bitcoin meets this criteria. The amendments require crypto assets meeting the criteria to be recognized at fair value with changes recognized in net income each reporting period. Upon adoption, a cumulative-effect adjustment is made to the opening balance of retained earnings as of the beginning of the annual reporting period of adoption. ASU 2023-08 is effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. Early adoption is permitted. The guidance is not expected to have an impact on the Company’s condensed consolidated financial statements and disclosures, unless the Company intends to hold crypto assets.
Improvements to Income Tax Disclosures
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact that ASU 2023-09 will have on its condensed consolidated financial statements and disclosures.
Stock Compensation
In March 2024, the FASB issued ASU 2024-01, Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards (“ASU 2024-01”), to clarify the scope application of profits interest and similar awards by adding illustrative guidance in ASC 718, Compensation—Stock Compensation (“ASC 718”). ASU 2024-01 clarifies how to determine whether profits interest and similar awards should be accounted for as a share-based payment arrangement (ASC 718) or as a cash bonus or profit-sharing arrangement (ASC 710, Compensation—General, or other guidance) and applies to all reporting entities that account for profits interest awards as compensation to employees or non-employees. In addition to adding the illustrative guidance, ASU 2024-01 modified the language in paragraph 718-10-15-3 to improve its clarity and operability without changing the guidance. ASU 2024-01 is effective for fiscal years beginning after December 15, 2024, including interim periods within those annual periods. Early adoption is permitted. The amendments should be applied either retrospectively to all prior periods presented in the financial statements, or prospectively to profits interests and similar awards granted or modified on or after the adoption date. The Company is currently assessing the impacts of adopting ASU 2024-01 on its condensed consolidated financial statements and disclosures.
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14. PROJECT MARIE
As previously disclosed in Footnote 8, on December 20, 2022, Soluna MC Borrowing 2021-1 LLC (“Borrower”), an indirect wholly owned subsidiary of Soluna Holdings, Inc. (the “Company”), received a Notice of Acceleration and Repossession (the “NYDIG Notice”) from NYDIG ABL LLC (“NYDIG”) with respect to the Master Equipment Finance Agreement, dated as of December 30, 2021 (the “MEFA”), by and between Borrower and NYDIG. The NYDIG Notice states that (a) Borrower failed to observe or perform certain covenants, conditions or agreements contained in the MEFA and such failure continued unremedied for a period of ten days after Borrower’s knowledge of such breach, which resulted in an event of default under the MEFA, and (b) Borrower defaulted under the guaranty, collateral agreement, or other support agreement, which resulted in an event of default under the MEFA. In addition, the NYDIG Notice states that Borrower failed to pay certain payments of principal and interest under the MEFA when due, which failure also constituted an event of default under the MEFA. As a result of the foregoing events of default, and pursuant to the MEFA, NYDIG (x) declared the principal amount of all loans due and owing under the MEFA and all accompanying Loan Documents (as defined in the MEFA) to be due and immediately payable, (y) imposed a default rate of interest on any outstanding principal amount of each loan (together with all then unpaid interest accruing thereon) and all other obligations under the MEFA and the Loan Documents, and (z) demanded the return of all equipment subject to the MEFA and the Loan Documents.
The
assets which secure the MEFA represent substantially all of the Company’s mining assets at the site and certain of the operating
assets of Project Marie, a 20 MW facility located in Kentucky. The obligations of Borrower under the MEFA and reflected in the NYDIG
Notice are ring-fenced to Borrower and its direct parent company, Soluna MC LLC. The Company is not a party to any guaranty, collateral
agreement or other support agreement with or for the benefit of NYDIG. For the year ended December 31, 2022, the principal balance of
$
On
February 23, 2023, NYDIG proceeded to foreclose on all of the collateral securing the MEFA, which resulted in a reportable disposition
of all of the Company’s mining assets at the site and certain of the operating assets of Project Marie. The total net book value
of the collateralized assets that were repossessed totaled $
With
the notice of termination of the Management and Hosting Services from CCMA, the Company notes that this event triggered the impairment
of the remaining fixed assets at the Marie facility for the year ended December 31, 2022. Based on the closure of operations on Project
Marie, the Company performed an impairment analysis and determined that approximately $
For the first quarter of 2023, the Company assessed whether the abandonment of the Project Marie facility qualified for the classification of discontinued operations under ASC 205-20-45-1B and 1C. A disposal of a component of an entity or a group of components of an entity shall be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when any of the following occurs:
a. The component of an entity or group of components of an entity meets the criteria in paragraph 205-20-45-1E to be classified as held for sale.
b. The component of an entity or group of components of an entity is disposed of by sale.
c. The component of an entity or group of components of an entity is disposed of other than by sale in accordance with paragraph 360-10-45-15 (for example, by abandonment or in a distribution to owners in a spinoff).
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As such, the Company deemed that criteria c was applicable as the Project Marie facility was abandoned and ceased further operations beginning on February 23, 2023. However, to qualify for reporting as discontinued operations, it must represent a strategic shift. Per ASC 205-20-45-1C, examples of a strategic shift that has (or will have) a major effect on an entity’s operations and financial results could include a disposal of a major geographical area, a major line of business, a major equity method investment, or other major parts of an entity. A strategic shift implies that the disposal must result from a change in the way management had intended to run the business. Management does not believe the closure of Project Marie represented a strategic shift as the Company still fully intends to manage operations through data hosting with customers and proprietary mining arrangements for future pipelines, as such the strategic shift criteria was not met and will not qualify as discontinued operations.
However, per ASC 360-10-50-3A, in addition to the disclosures in paragraph 360-10-50-3, if a long-lived asset (disposal group) includes an individually significant component of an entity that either has been disposed of or is classified as held for sale and does not qualify for presentation and disclosure as discontinued operation, a public business entity shall disclose the pretax profit or loss of the individually significant component of an entity for the period in which it is disposed of or is classified as held for sale and for all prior period that are presented in the statement where net income is reported in accordance with ASC 205-20-45-6 through 45-9. Since the evaluation related to prior quarter, the Company has included comparative pretax loss for Project Marie for the three months ended March 31, 2024 and March 31, 2023.
Set forth below are the results of Project Marie:
| (Dollars in thousands) | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | ||||||
| Cryptocurrency mining revenue | $ | $ | ||||||
| Operation service revenue- intercompany | ||||||||
| Data hosting revenue | ||||||||
| Total revenue | ||||||||
| Operating costs: | ||||||||
| Cost of cryptocurrency mining revenue, exclusive of depreciation | ||||||||
| Cost of revenue-depreciation | ||||||||
| Data hosting costs | ||||||||
| Operational service costs- intercompany | ||||||||
| General and administrative (income) expense | ( | ) | ||||||
| Impairment on fixed assets | ||||||||
| Operating profit (loss) | ( | ) | ||||||
| Interest expense | ( | ) | ( | ) | ||||
| Gain on sale of fixed assets | ||||||||
| Other income, net | ||||||||
| Net loss before income taxes | $ | ( | ) | $ | ( | ) | ||
For
the three months ended March 31, 2024, the intercompany service revenue and costs are eliminated within consolidation. Project Marie
received a $
15. VARIABLE INTEREST ENTITY
On
January 26, 2022, DVSL was created in order to construct, own, operate and maintain variable data centers in order to support the mining
of cryptocurrency assets, batch processing and other non-crypto related activities (collectively, the “Project”). On May
3, 2022, SCI entered into a Bilateral Master Contribution Agreement (the “Bilateral Contribution Agreement”) with Spring
Lane Capital, pursuant to which Spring Lane agreed, pursuant to the terms and conditions of such agreement, to make one or more capital
contributions to, and in exchange for equity in, SCI or one of its subsidiaries up to an aggregate amount of $
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On
August 5, 2022, the Company entered into a Contribution Agreement (the “Dorothy Contribution Agreement”) with Spring Lane,
Soluna DV Devco, LLC (“Devco”), an indirect wholly-owned subsidiary of SCI, and DVSL an entity formed in order to further
the Company’s development for Project Dorothy, (each, a “Party” and, together, the “Parties”).
In
exchange for their contributions, the Company and Spring Lane were issued
Soluna evaluated this legal entity under ASC 810, Consolidations and determined that DVSL is a variable interest entity that should be consolidated into Soluna, with a non-controlling interest recorded to account for Spring Lane’s equity ownership of the Company. Soluna has a variable interest in DVSL. The entity was designed by Soluna to create an entity for outside investors to invest in specific projects. The creation of this entity resulted in Soluna, through its equity interest in DVSL, absorbing operational risk that the entity was created to create and distribute, resulting in Soluna having a variable interest in DVSL.
On March 10, 2023, the Company along with Devco, and Soluna DVSL ComputeCo, LLC, a Delaware limited liability company (the “Project Company”) entered into a Purchase and Sale Agreement (the “Purchase and Sale Agreement”) with Soluna SLC Fund I Projects Holdco, LLC, a Delaware limited liability company (“Spring Lane”) that is wholly owned indirectly by Spring Lane Management LLC. The Project Company is constructing a modular data center with a peak demand of 25 megawatts (the “Dorothy Phase 1A Facility”).
Under
a series of transactions in February 2023 and March 2023, culminating in the March 10, 2023 Purchase and Sale Agreement, the Company
sold to Spring Lane certain Class B Membership Interests for a purchase price of $
Concurrently with the Sale, the Company, Spring Lane, Devco and the Project Company entered into (a) the Fourth Amended and Restated Limited Liability Company Agreement of the Project Company, dated as of March 10, 2023 (the “Fourth A&R LLCA”), an amendment and restatement of the Third Amended and Restated Limited Liability Company Agreement of the Project Company dated as of March 3, 2023, and (b) the Amended and Restated Contribution Agreement, dated as of March 10, 2023 (the “A&R Contribution Agreement”), an amendment and restatement of the Contribution Agreement dated as of August 5, 2022. The Fourth A&R LLCA provides for certain updates in respect of Spring Lane’s majority ownership. The A&R Contribution Agreement reflects updated pro rata member funding percentages as a result of the Sale as well as updated contribution caps for each of the Company and Spring Lane.
As of January 1, 2023, there were no changes in the Limited Liability Agreement of the Company other than those related to incorporating the new investment and the purpose and design of the Company has not changed. The Company evaluated the power and benefits concepts under ASC 810 to determine whether the change in investment of Class B memberships would change the consolidation of the DVSL, and the Company concluded that, after the additional investment by Spring Lane, Soluna continues to have a controlling financial interest in DVSL. In addition, the Company continues to have the power and benefits associated with DVSL and therefore will continue to consolidate.
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The carrying amount of the VIE’s assets and liabilities was as follows:
| (Dollars in thousands) | March 31, 2024 | December 31, 2023 | ||||||
| Current assets: | ||||||||
| Cash and restricted cash | $ | $ | ||||||
| Accounts receivable | ||||||||
| Prepaids and other current assets | ||||||||
| Due from- intercompany | ||||||||
| Total current assets | ||||||||
| Other assets- long term | ||||||||
| Property, plant, and equipment | ||||||||
| Total assets | $ | $ | ||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expense | ||||||||
| Total current liabilities | ||||||||
| Customer deposits- long term | ||||||||
| Other long-term liabilities | ||||||||
| Total liabilities | $ | $ | ||||||
Effective,
January 1, 2023, the Company’s ownership in DVSL was reduced from
On
May 9, 2023, the Company’s indirect subsidiary DVCC completed a strategic partnership and financing with a special purpose vehicle,
Navitas West Texas Investments SPV, LLC, (“Navitas”) organized by Navitas Global, to complete the second phase of
the Dorothy Project (“Dorothy 1B”). Under a Contribution Agreement among the parties, the Company owned a substantially complete
25MW data center under construction, in which
Soluna evaluated this legal entity under ASC 810, Consolidations and determined that DVCC is a variable interest entity that should be consolidated into Soluna, with a non-controlling interest recorded to account for Navita’s equity ownership of the Company. Soluna has a variable interest in DVCC. The entity was designed by Soluna to create an entity for outside investors to invest in specific projects. The creation of this entity resulted in Soluna, through its equity interest in DVCC, absorbing operational risk that the entity was created to create and distribute, resulting in Soluna having a variable interest in DVCC.
DVCC is a variable interest entity of Soluna due to DVCC being structured with non-substantive voting rights. This is due to two factors being met as outlined in ASC 810-10-15-14 that require the Variable Interest Entity model to be followed.
| a. | The voting rights of Soluna are not proportional to their obligation to absorb the expected losses of the legal entity. Soluna gave Navitas veto rights over significant decisions, which results in Soluna having fewer voting rights than their obligation to absorb the expected losses of the legal entity. | |
| b. | Substantially all of DVCC’s activities are conducted on behalf of Soluna, who has disproportionally fewer voting rights. |
Also, Soluna is the primary beneficiary due to having the power to direct the activities of DVCC that most significantly impact the performance of the Company due to its role as the manager handling the day-to-day activities of DVCC as well as majority ownership of and has the obligation to absorb losses or gains of DVCC that could be significant to Soluna.
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Accordingly, the accounts of DVCC are consolidated in the accompanying financial statements.
The carrying amount of the VIE’s assets and liabilities was as follows for DVCC:
| (Dollars in thousands) | March 31, 2024 | December 31, 2023 | ||||||
| Current assets: | ||||||||
| Cash and restricted cash | $ | $ | ||||||
| Accounts receivable | ||||||||
| Prepaids and other current assets | ||||||||
| Assets held for sale | ||||||||
| Related party receivable- intercompany | ||||||||
| Total current assets | ||||||||
| Other assets- long term | ||||||||
| Property, plant, and equipment | ||||||||
| Total assets | $ | $ | ||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expense | ||||||||
| Due to intercompany | ||||||||
| Related party payable- intercompany | ||||||||
| Current portion of debt | ||||||||
| Total current liabilities | ||||||||
| Total liabilities | $ | $ | ||||||
16. Segment Information
The
Company applies ASC 280, Segment Reporting, in determining its reportable segments. The Company has
The Cryptocurrency Mining segment generates revenue from the cryptocurrency the Company earns through its mining activities, which is currently generated from Project Dorothy, and previously from Project Sophie and Marie. The Data Center Hosting segment generated revenue from contracts for the provision/consumption of electricity and operation of the data center from the Company’s high performance computing facilities previously at Project Marie and currently from Project Sophie and Project Dorothy.
For
the three months ended March 31, 2024 and 2023, approximately
The Company evaluates performance based on profit or loss from operations before income taxes, accounting changes, items management does not deem relevant to segment performance, and interest income and expense. Inter-segment sales and expenses are not significant. Non-cash items of depreciation and amortization are included within both costs of sales and selling, general and administrative expenses.
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The following table details revenue and cost of revenues for the Company’s reportable segments for three months ended March 31, 2024 and 2023, and reconciles to net income (loss) on the consolidated statements of operations:
| (Dollars in thousands) | For the Three Months Ended March 31, | |||||||
| 2024 | 2023 | |||||||
| Reportable segment revenue: | ||||||||
| Cryptocurrency mining revenue | $ | $ | ||||||
| Data hosting revenue | ||||||||
| Demand response service revenue | ||||||||
| Total segment and consolidated revenue | ||||||||
| Reportable segment cost of revenue: | ||||||||
| Cost of cryptocurrency mining revenue, exclusive of depreciation | ||||||||
| Cost of data hosting revenue, exclusive of depreciation | ||||||||
| Cost of revenue- depreciation | ||||||||
| Total segment and consolidated cost of revenues | ||||||||
| Reconciling items: | ||||||||
| General and administrative expenses | ||||||||
| Impairment on fixed assets | ||||||||
| Interest expense | ||||||||
| Loss (gain) on debt extinguishment and revaluation, net | ( | ) | ||||||
| Loss on sale of fixed assets | ||||||||
| Other income, net | ( | ) | ( | ) | ||||
| Income tax benefit | ( | ) | ( | ) | ||||
| Net loss | ( | ) | ( | ) | ||||
| (Less) Net income (loss) attributable to non-controlling interest | ( | ) | ||||||
| Net loss attributable to Soluna Holdings, Inc. | $ | ( | ) | $ | ( | ) | ||
| Capital expenditures | ||||||||
| Depreciation and amortization | ||||||||
17. Subsequent Events
Appointment of John Tunison as Chief Financial Officer
The Company has appointed John Tunison to serve as the Chief Financial Officer (“CFO”) and Treasurer of the Company, effective April 8, 2024, with employment commencing on March 29, 2024. Mr. Tunison is an experienced finance professional, previously serving as CFO of Verdant Specialty Solutions from May 2023 to March 2024 and CFO of Trussway Manufacturing from March 2019 to December 2022.
Equity Award Agreements
On
April 15, 2024, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Soluna Holdings, Inc.,
adopted forms of restricted stock award agreements (the “Stock Award Agreements”) that the Company may issue under the Company’s
Soluna Holdings, Inc. Third Amended and Restated 2021 Stock Incentive Plan, as amended and in effect from time to time (the “2021
Plan”), and/or the Company’s Soluna Holdings, Inc. 2023 Stock Incentive Plan (the “2023 Plan” and together with
the 2021 Plan, each a “Plan” and collectively the “Plans”). The Stock Award Agreements may be denominated in
shares of the Company’s Common Stock (“Common Stock”) and/or, in the case of Stock Award Agreements issued under the
2021 Plan, shares of the Company’s
The Company, upon the approval of the Compensation Committee, may issue to a recipient a Master Restricted Stock Agreement (a “Master RSA”) under the 2021 Plan and/or the 2023 Plan. Each Master RSA will be denominated in shares of Common Stock and will be subject to one or more Stock Award Agreements pursuant to which the Company will issue shares of Common Stock in accordance with each Master RSA and the applicable Plan. Each Master RSA and accompanying Stock Award Agreement will be subject to the vesting schedules set forth therein, which may consist of time-based vesting or vesting upon a separation from the Company or a subsidiary thereof. Each Master RSA and accompanying Stock Award Agreement provides that if the recipient maintains a continuous business relationship through each vesting date, a portion of the shares subject to the Master RSA and accompanying Stock Award Agreement shall vest on the applicable vesting date. If the Company terminates the recipient’s business relationship with the Company, or any subsidiary thereof, for any reason, whether voluntary or involuntary, no additional shares subject to the Master RSA or any accompanying Stock Award Agreement shall vest after the termination date. The Compensation Committee shall have the discretion to determine each recipient’s business relationship status. For purposes of each Master RSA, a business relationship consists of service to the Company or its subsidiaries in the capacity of an employee, officer, director, consultant or advisor. If the Company consummates a change of control, all shares of Common Stock subject to the Master RSA and any accompanying Stock Award Agreement will automatically vest and become exercisable, subject to any limitations imposed by Sections 280G and 4999 of the Internal Revenue Code.
The Company, upon the approval of the Compensation Committee, may also issue to a recipient a Restricted Stock Award Agreement (a “General RSA”) under the 2021 Plan. Each General RSA may be denominated in shares of Common Stock and/or Preferred Stock. Each General RSA will be subject to the vesting schedule set forth therein, which may consist of time-based vesting or vesting upon a separation from the Company or a subsidiary thereof. Each General RSA will provide that if the recipient maintains a continuous business relationship through each vesting date, a portion of the shares subject to the Stock Award Agreement shall vest on the applicable vesting date. If the Company terminates the recipient’s business relationship with the Company, or any subsidiary thereof, for any reason, whether voluntary or involuntary, no additional shares subject to the Stock Award Agreement shall vest after the termination date. The Compensation Committee shall have the discretion to determine each recipient’s business relationship status. For purposes of each Stock Award Agreement, a business relationship consists of service to the Company or its subsidiaries in the capacity of an employee, officer, director, consultant or advisor. If the Company consummates a change of control, all or a portion of the shares subject to the General RSA may, at the discretion of the Compensation Committee, vest and become free of some or all restrictions, or otherwise realizable in full or in part, as the case may be, despite the fact that the foregoing actions may cause the application of Sections 280G and 4999 of the Internal Revenue Code. On April 15, 2024, the Company awarded shares of Common Stock from their 2021 and 2023 Plans to certain employees and directors, and shares of Preferred A Stock shares from their 2021 Plan.
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| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Unless the context requires otherwise in these notes to the consolidated financial statements, the terms “SHI,” the “Company,” “we,” “us,” and “our” refer to Soluna Holdings, Inc. together with its consolidated subsidiaries, “SDI” refers to Soluna Digital, Inc. and previously “SCI” refers to Soluna Computing, Inc., formerly known as EcoChain, Inc.
The following discussion of our financial condition and results of operations should be read in conjunction with the Condensed Consolidated Financial Statements and the related notes thereto included in Item 1 of Part I of this Quarterly Report on Form 10-Q and the audited Consolidated Financial Statements and the related notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, 2023 contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2024.
In addition to historical information, the following discussion contains forward-looking statements, which involve risk and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements. Important factors that could cause actual results to differ include those set forth in Part I Item 1A-Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and elsewhere in this Quarterly Report on Form 10-Q. Readers should not place undue reliance on our forward-looking statements. These forward-looking statements speak only as of the date on which the statements were made and are not guarantees of future performance. Except as may be required by applicable law, we do not undertake or intend to update any forward-looking statements after the date of this Quarterly Report on Form 10-Q. Please see “Statement Concerning Forward-Looking Statements” below.
Overview and Recent Developments
We are a digital infrastructure company specializing in transforming surplus renewable energy into computing resources. Our modular data centers can co-locate with wind, solar, or hydroelectric power plants and support compute intensive applications including Bitcoin Mining, Generative AI, and Scientific Computing. This pioneering approach to data centers helps energize a greener grid while delivering cost-effective and sustainable computing solutions.
Our mission is to make renewable energy a global superpower using computing as a catalyst.
SHI through its subsidiaries operates across several business divisions:
| ● | Bitcoin Mining [current] – we collaborate with project-level financial partners to mine Bitcoin at our proprietary data centers. | |
| ● | Bitcoin Hosting [current] – we offer data hosting services at our proprietary data centers to prominent Bitcoin Mining companies. | |
| ● | Demand Response Services [current] – we utilize our data centers to deliver demand response services to grid operators. | |
| ● | AI Cloud Services [current] – we are utilizing our data centers to provide specialized AI Cloud and colocation services to companies seeking to train large language models, tune existing AI models, and deploy advanced AI-powered applications for the enterprise. |
Operations and Project Pipeline
We currently operate 75 MW of facilities across two locations. We have another 216 MW of facilities in development or near shovel ready in the United States. In addition, we have a 2 GW long term pipeline of renewable-energy powered projects. A summary of our pipeline, current and anticipated operating locations are as follows (as of March 31, 2024):
| Project Name | Location | MW | Status | Business Model | Power Source | |||||
| Sophie | Murray, KY | 25 | Operating | Bitcoin Hosting | Grid / Hydro | |||||
| Dorothy 1A | Silverton, TX | 25 | Operating | Bitcoin Hosting | Wind | |||||
| Dorothy 1B | Silverton, TX | 25 | Operating | Bitcoin Mining | Wind | |||||
| Dorothy 2 | Silverton, TX | 50 | Shovel Ready | Bitcoin Hosting | Wind | |||||
| Kati | Harlington, TX | 166 | Development | Bitcoin Hosting | Wind |
2023
In 2023, we executed on the following four-pronged strategy: (1) Energize Project Dorothy; (2) Cash Flow, Site and Process Optimization; (3) Flagship Expansion; (4) Pipeline growth. A summary of our developments in these areas follows below.
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Energize Project Dorothy
We transitioned our flagship data center Project Dorothy from construction to operations. ERCOT approved the energizing of the first 50 MW of our new data center on April 20, 2023. We completed the construction and ramping of the facility starting in the spring of fiscal year 2023, and completed the full ramp by the end of October 2023. The data center is co-located with Briscoe Wind Farm (“Briscoe”), a 150 MW wind power generation facility in Silverton, Texas. The project is comprised of two elements, Project Dorothy 1A (“D1A”), and Project Dorothy 1B (“D1B”), each 25 MW facilities.
D1A is focused on Bitcoin Hosting. On April 26, 2023 we signed a 5 MW 2-year hosting deal with Compass Mining at D1A. On April 24, 2023 we signed a 20 MW 2-year hosting agreement with another strategic hosting partner at Dorothy 1A. In the summer of 2023, we completed the construction of D1A and the installation of approximately 7,700 Bitcoin miners between the two customers, resulting in an installed hashrate of approximately 950 PH/s. From May 2023 through December 31, 2023, D1A has consumed over 11,900 MWh of Curtailed Energy from the co-located power plant and achieved a power usage effectiveness (“PUE”) of 1.03. For the three months ended March 31, 2024, D1A has consumed over 15,100 MWh of Curtailed Energy from the co-located power plant and has achieved a PUE of 1.03.
The construction of D1A was made possible by a partnership with Spring Lane Capital (“SLC”), a leading venture capital firm focused on sustainability solutions. On April 22, 2022, we finalized agreements with SLC for a $35 million capital pool to finance Soluna projects alongside renewable energy power plants. Approximately $12.5 million of this was designated for the Dorothy Project. In July 2022, Soluna began tapping into the SLC managed funds to finance Dorothy construction and repay prior funding provided by the Company. In return, SLC received approximately 32% of Class B Membership Interests of D1A. On March 10, 2023, we completed a new series of project-level agreements for $7.5 million from SLC-managed funds. Due to limited liquidity, and access to the capital markets, we sold a portion of our ownership to SLC in 2023. The funds raised aided in the completion of the substation interconnection, and the final stages of project Dorothy. It also provided capital to fund Soluna’s corporate operations. SLC, increased its stake in D1A from approximately 32% to 85%, reducing Soluna’s ownership from 68% to 15%. After SLC achieves an 18% Internal Rate of Return hurdle, Soluna retains 50% of the profits on D1A.
D1B is focused on Bitcoin Mining through a strategic partnership with Navitas Global (“Navitas”). On May 9, 2023, we consummated a project-level financing with Navitas, which included a $2 million loan to D1B to complete the construction and a $12.1 million equity investment in the project. After consummating the financing, Navitas owned 49% of D1B and Soluna owned 51%. As of March 31, 2024, Navitas owns 46.7% of D1B, and Soluna owns 53.3%. In June 2023, D1B purchased 8,378 Bitmain Antminer S19s, S19j Pro and S19j Pro+ machines for the partnership. The purchase resulted in an estimated 868 PH/s of hashrate with an average efficiency of 29.9 J/TH and at a cost of $10.59 $/TH. As of December 31, 2023, over 7,900 of the miners had been deployed. D1B was fully energized and began ramping in late October 2023. D1B now has an installed hashrate of 817 PH/s. From July 2023 through December 31, 2023, D1B has consumed over 10,600 MWh of Curtailed Energy from the co-located power plant and achieved a power usage effectiveness (“PUE”) of 1.03. For the three months ended March 31, 2024, D1B has consumed over 15,400 MWh of Curtailed Energy from the co-located power plant and achieved a PUE of 1.03.
Demand Response Services at Dorothy
In November 2023, we completed our registration of Project Dorothy for one of ERCOT’s demand response programs establishing the project as key contributor to intelligent and flexible energy solutions, promoting environmental and economic advantages for the state of Texas. It also allowed us to diversify our revenue. Under the program, we have a single promise to stand ready, on a monthly basis, to deliver a set amount of curtailment (committed capacity) per month when and if called upon by ERCOT. Soluna will be able to make additional revenue for Project Dorothy by providing this grid resilience support and potentially reduce its power costs, making it among the lowest cost players in the industry.
Cash Flow, Site and Process Optimization
In the second quarter of 2023, we shifted our business from primarily proprietary Bitcoin Mining to Bitcoin Hosting. We signed 50 MW of hosting agreements at Dorothy 1A and Sophie.
Sophie
Project Sophie is a 25 MW data center, based in Murray, Kentucky connected to the grid, (“Sophie”). The project has a Power Purchase Agreement (“PPA”) that requires the curtailment of the site during certain hours of the day to help balance the Kentucky grid.
The Company owns 100% of the facility and completed its construction in 2021. In the second quarter of fiscal year 2023, we shifted Project Sophie to Data Hosting, signing contracts with leading Bitcoin miners. We sold older, less efficient Bitcoin mining equipment and used the cash to make operational improvements to the site and to fund corporate operations. Throughout 2023, Sophie progressively secured new more profitable hosting contracts. We have deployed over 8,000 mining machines for hosting in 2023 and 2024 at the site. The Data Hosting agreements are a combination of a fixed services fee and a profit share component. The cost of power is passed through to customers. Customers at the site now include leading public Bitcoin Miners such as Bit Digital, Compass Mining, and other leading sustainability focused customers.
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Marie
In February 2023, Project Marie, our 20 MW data center in Kentucky was decommissioned. The decision was sparked by following events:
| ● | NYDIG our asset-backed-lender on mining and infrastructure equipment, accelerated their loan and repossessed their collateral. | |
| ● | Our Bitcoin Hosting customer, Atlas Technology Group, LLC (“Atlas”), at the site failed to upgrade and invest in their mining equipment, decreasing the profitability of the site. | |
| ● | Our landlord, CC Metals and Alloys, LLC, (“CCMA”) terminated our lease. |
As a result, we disposed of all remaining assets at the site, terminated the Atlas hosting agreement, and decommissioned the site.
Cost Cutting and Process Optimization
In 2023, we implemented a number of cost cutting measures including staff reductions, renegotiations or termination of key advisory agreements. We ramped up a new Financial Planning and Analysis (“FP&A”) function to provide our management and operations teams better insight into the financial performance of our data centers. This helped us find opportunities to improve profitability and proactively address critical issues with infrastructure equipment at all sites. Our MaestroOS software platform managed the efficient operations of projects Dorothy and Sophie through record setting temperatures (hot and cold) in both Texas and Kentucky in 2023.
Expand Flagship, Dorothy 2
In 2023, we began the planning process for building out the second 50 MW phase of Project Dorothy – Dorothy 2. We completed the design, established new procurement partners, and submitted an updated approval to ERCOT.
Grow Pipeline
We signed a term sheet for a new 166 MW data center called Kati that will be integrated with a 300 MW wind farm that has surplus energy due to increasing curtailment by the grid. We worked throughout 2023 to advance the project through grid operator’s, ERCOT planning process.
Convertible Noteholders
In 2023, the Company negotiated three amendments to the October Convertible Notes. On February 28, 2024, a fourth amendment was executed. These amendments were focused on extending the maturity date of the notes, lowering the conversion price of the notes, adding features to the notes to allow early payoff with predetermined cost, and the repricing of certain warrants to assist the company in raising capital for operations.
2024
Grow Pipeline
We aim to double our assets under management to 150 MW by the end of fiscal year 2024, focusing on constructing and energizing 48 MW of Project Dorothy 2, and breaking ground on Project Kati.
Finance Opportunities
We plan to raise funds to support our growth initiatives, particularly in our AI business, which we believe is a great fit for our renewable computing data center model.
Optimize
Our objective is to achieve operational excellence across all data centers, targeting a budgeted EBITDA and maintaining high customer satisfaction.
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Launch AI
We have 2 MW of our Project Dorothy 2 site slated for our Helix Pilot, focused on next generation data centers for AI. We will partner with industry leaders to bring this online and create a repeatable blueprint for our new AI business.
Recent Developments and Trends
Industry Trends
Soluna’s business is influenced by several industry trends, including: (1) challenges in the Bitcoin ecosystem, (2) the Bitcoin Halving, (3) the Inflation Reduction Act, (4) the global Supply Chain, (5) the growth of AI.
Bitcoin Ecosystem
Fiscal years 2022 and 2023 proved challenging for the Bitcoin Mining industry. In 2022, several companies in the ecosystem initiated bankruptcy proceedings due to the severe decline in the price of Bitcoin and, the impact on energy prices of the war in Ukraine. This turmoil continued into most of 2023 with many companies working their way through chapter 11 and flooding the market with equipment sales. The trial of Sam Backman Fried, founder and CEO of FTX, the industry’s largest digital asset exchange, dominated the news and continued to compress the value of Bitcoin. Later in the year Changpeng Zhao, the founder of Binance, the largest cryptocurrency exchange in the world, pleaded guilty to money laundering violations. By the end of 2023, tides began to turn for Bitcoin as major asset managers like Black Rock, Greyscale, and Bitwise filed for Bitcoin Spot ETFs. This caused a surge in Bitcoin price beginning in the tail end of 2023 that has benefited revenues in the ecosystem. Consolidation in the space will likely decrease competition on the Bitcoin network, increasing our pro rata share of profits. Our industry leading power prices will allow us to stay on the network longer. Increased regulation of the industry could increase our costs.
Bitcoin Halving
In April 2024, Bitcoin underwent its fourth halving event, occurring approximately every four years or after every 210,000 blocks are mined. During a halving, miners’ rewards for validating transactions and creating new blocks on the Bitcoin blockchain are cut in half, reducing the rate of new Bitcoin generation. This event typically triggers anticipation and speculation within the Bitcoin community and among investors, leading to increased market activity. Price volatility tends to rise before and after a halving as the market reacts to perceived supply scarcity. Mining profitability decreases post-halving, potentially prompting some miners to shut down operations. This often sparks consolidations in the space reducing the number of mining companies. However, the network automatically adjusts mining difficulty to ensure consistent block production. The halving also causes a supply shock, reducing Bitcoin’s inflation rate and potentially driving long-term price appreciation, although past performance does not guarantee future outcomes. The 2024 halving will be the first to happen during a high interest rate environment, and in the presence of strong institutional demand for Bitcoin driven by ETFs. Reduction in block-reward will represent a short-term reduction in revenue. But, the supply-shock effect and the growth of ETF may lessen the volatility. A projected rise in Bitcoin price after the halving would increase revenues and increase demand for our low-cost data centers.
Inflation Rate Act
The Inflation Reduction Act of 2022 (“IRA”), signed into law by President Biden, is a significant investment in climate and energy in the U.S. At the time of its passage, legislators estimated that the bill would allocate $370 billion, primarily in the form of tax credits, to a wide array of decarbonization efforts. Recent private estimates are much higher. In March, the Brookings Institute released a study estimating the spending at $1.2 trillion, which is three times the Congressional estimate. The Act aims to tackle the climate crisis, advance environmental justice, secure America’s position as a world leader in clean energy manufacturing, and work towards achieving a net-zero economy by 2050. Since its enactment, the Inflation Reduction Act has driven substantial investment in clean energy projects, with over $110 billion announced in new clean-energy manufacturing investments. This includes investments in electric vehicle supply chains and solar manufacturing. Overall, the IRA stimulates economic growth through renewable energy development and infrastructure reinvestment in the United States. The IRA is accelerating the development of new renewable power plants across the country and extending the tax incentives. This growth is likely to exacerbate the wasted energy problem as grid transmission will not keep pace. This would help to increase the company’s long-term project pipeline.
Supply Chain
The global supply chain is facing challenges, particularly in the electric power sector, due to the scarcity of power infrastructure components like transformers. The electric grid component market is experiencing a supply and demand mismatch, leading to an ongoing shortage of transformers and other grid components. Over 70% of transmission and power transformers in the U.S. are over 25 years old, and there is insufficient manufacturing capacity to meet the demand for grid transformers and component parts. Factors contributing to the scarcity include aging infrastructure, increasing demand for electricity, extreme weather events threatening reliability, insufficient domestic manufacturing capacity, and reliance on foreign suppliers. President Biden authorized the use of the Defense Production Act Title III to accelerate domestic production of electric grid transformers and components to address the shortage. Companies are using emergency stocks of components, reviewing scheduled work, substituting materials when possible, improving communication with suppliers, and digitalizing processes to enhance efficiency. The scarcity of power infrastructure components like transformers is a critical issue and efforts are being made to address these challenges through various strategies and actions. Difficult to source equipment could affect our growth. We have developed strategic relationships with key equipment providers with manufacturing facilities in the US and Abroad.
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AI
Since the inception of ChatGPT by OpenAI, AI has experienced remarkable growth, transforming the field. Large language models (“LLM”s) have revolutionized AI, fueling interest in generative AI technologies. The introduction of ChatGPT alone has increased AI-related job listings significantly, indicating its impact beyond tech. In 2023, global venture capital investments in AI soared to $50 billion, reflecting confidence in AI’s future potential. Funding focus has shifted to mature companies with proven technologies, signaling market maturation. This growth has driven demand for computing resources and attracted enterprise interest. The generative AI market is projected to reach $1.3 trillion by 2032, with significant energy implications. By 2030, AI could comprise 3-4% of global power demand, with Google already attributing 10-15% of its power use to AI technologies. The widespread adoption of generative AI like ChatGPT may substantially increase energy consumption across various applications and services. The energy demands of AI will increase focus on the sustainability of the industry. We expect increasing demand for specialized AI data centers with access to renewable energy. This will likely open opportunities for Soluna to provide AI Cloud and Co-location services to new companies and enterprises investing in AI initiatives.
Consolidated Results of Operations
Consolidated Results of Operations for the Three Months Ended March 31, 2024 Compared to the Three Months Ended March 31, 2023.
The following table summarizes changes in the various components of our net loss during the three months ended March 31, 2024 compared to the three months ended March 31, 2023.
| (Dollars in thousands) | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | $ Change | %
Change | ||||||||||||
| Cryptocurrency mining revenue | $ | 6,396 | 2,796 | 3,600 | 129 | % | ||||||||||
| Data hosting revenue | 5,278 | 286 | 4,992 | 1,745 | % | |||||||||||
| Demand response service revenue | 875 | - | 875 | 100 | % | |||||||||||
| Operating costs and expenses: | ||||||||||||||||
| Cost of cryptocurrency mining revenue, exclusive of depreciation | 1,841 | 2,251 | (410 | ) | (18 | )% | ||||||||||
| Cost of data hosting revenue, exclusive of depreciation | 2,251 | 272 | 1,979 | 728 | % | |||||||||||
| Costs of revenue- depreciation | 1,523 | 625 | 898 | 144 | % | |||||||||||
| General and administrative expenses, exclusive of depreciation and amortization | 3,994 | 4,360 | (366 | ) | (8 | )% | ||||||||||
| Depreciation and amortization associated with general and administrative expenses | 2,403 | 2,377 | 26 | 1 | % | |||||||||||
| Impairment on fixed assets | 130 | 209 | (79 | ) | (38 | )% | ||||||||||
| Operating income (loss) | 407 | (7,012 | ) | 7,419 | (106 | )% | ||||||||||
| Other income, net | 23 | 12 | 11 | 92 | % | |||||||||||
| Interest expense | (424 | ) | (1,374 | ) | 950 | (69 | )% | |||||||||
| Loss on sale of fixed assets | (1 | ) | (78 | ) | 77 | (99 | )% | |||||||||
| (Loss) gain on debt extinguishment and revaluation, net | (3,097 | ) | 473 | (3,570 | ) | (755 | )% | |||||||||
| Loss before income taxes | (3,092 | ) | (7,979 | ) | 4,887 | (61 | )% | |||||||||
| Income tax benefit | 548 | 547 | 1 | - | % | |||||||||||
| Net loss | (2,544 | ) | (7,432 | ) | 4,888 | (66 | )% | |||||||||
| Net income (loss) attributable to non-controlling interest | 2,710 | (370 | ) | (3,080 | ) | (832 | )% | |||||||||
| Net loss attributable to Soluna Holdings, Inc. | $ | (5,254 | ) | (7,062 | ) | 1,808 | (26 | )% | ||||||||
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The following table summarizes the balances for the Project sites for cryptocurrency mining revenue, data hosting revenue, cost of cryptocurrency mining revenue, exclusive of depreciation, cost of data hosting revenue, exclusive of depreciation, and cost of depreciation during the three months ended March 31, 2024:
| (Dollars in thousands) | Project Dorothy 1B | Project Dorothy 1A | Project Sophie | Project Marie | Other | Total | ||||||||||||||||||
| Cryptocurrency mining revenue | $ | 6,396 | $ | - | $ | - | $ | - | $ | - | $ | 6,396 | ||||||||||||
| Data hosting revenue | - | 3,542 | 1,736 | - | - | 5,278 | ||||||||||||||||||
| Demand response services | - | - | - | - | 875 | 875 | ||||||||||||||||||
| Total revenue | $ | 6,396 | $ | 3,542 | $ | 1,736 | $ | - | $ | - | $ | 12,549 | ||||||||||||
| Cost of cryptocurrency mining, exclusive of depreciation | $ | 1,841 | $ | - | - | - | - | 1,841 | ||||||||||||||||
| Cost of data hosting revenue, exclusive of depreciation | - | 1,737 | 514 | - | - | 2,251 | ||||||||||||||||||
| Cost of revenue- depreciation | 1,084 | 284 | 150 | - | 5 | 1,523 | ||||||||||||||||||
| Total cost of revenue | $ | 2,925 | $ | 2,021 | $ | 664 | $ | - | $ | 5 | $ | 5,615 | ||||||||||||
The following table summarizes the balances for the Project sites for cryptocurrency mining revenue, data hosting revenue, cost of cryptocurrency mining revenue, exclusive of depreciation, cost of data hosting revenue, exclusive of depreciation, and cost of depreciation during the three months ended March 31, 2023:
| (Dollars in thousands) | Project Dorothy 1B | Project Dorothy 1A | Project Sophie | Project Marie | Other | Total | ||||||||||||||||||
| Cryptocurrency mining revenue | $ | - | $ | - | $ | 2,027 | $ | 769 | $ | $ | 2,796 | |||||||||||||
| Data hosting revenue | - | - | - | 276 | 10 | 286 | ||||||||||||||||||
| Demand response services | - | - | - | - | - | - | ||||||||||||||||||
| Total revenue | $ | - | $ | - | $ | 2,027 | $ | 1,045 | $ | 10 | $ | 3,082 | ||||||||||||
| Cost of cryptocurrency mining, exclusive of depreciation | $ | 61 | $ | - | 1,389 | 801 | - | 2,251 | ||||||||||||||||
| Cost of data hosting revenue, exclusive of depreciation | - | 58 | - | 214 | - | 272 | ||||||||||||||||||
| Cost of revenue- depreciation | - | - | 503 | 122 | - | 625 | ||||||||||||||||||
| Total cost of revenue | $ | 61 | $ | 58 | $ | 1,892 | $ | 1,137 | $ | - | $ | 3,148 | ||||||||||||
Cryptocurrency Mining Revenue: Cryptocurrency revenue consists of revenue recognized from Soluna’s cryptocurrency mining operations. Cryptocurrency revenue was approximately $6.4 million for the three months ended March 31, 2024 compared to $2.8 million for the three months ended March 31, 2023. We noted the significant increase of approximately $3.6 million related to the average price of Bitcoin increasing by 134% from the first three months of March 2023 compared to the same period in 2024. We also noted that the dollar Petahash per day between the two periods is 26.6% higher for the three months ended March 31, 2024 compared to same period in 2023. For the three months ended March 31, 2024, all cryptocurrency mining revenue related to Project Dorothy 1B, which began energization in the fourth quarter of 2023, and has been running at a full 25 MWs. Operations were stopped for Project Marie in February 2023 with the CCMA termination and NYDIG repossession of collateralized assets, and Project Sophie switched to Data Hosting beginning in the second quarter of fiscal year 2023, as such no revenue was recognized for either Project Marie or Sophie for the three months ended March 31, 2024. The Company also noted for the three months ended March 31, 2023, that Project Marie shut down when only 8 MW was running for Proprietary Mining and Project Sophie was beginning to struggle and not being able to maintain running at 25 MW, therefore we started our transition to a hosting model.
Data Hosting Revenue: The Company’s cryptocurrency hosting services provide energized space and operating services to third-party mining companies who locate their mining hardware at one of our mining locations. Services include fees for hosting the miners which could be fixed fees or profit sharing, as well as potential additional fees for services provided such as installation charges or other services fees. Data hosting revenue was approximately $5.3 million for the three months ended March 31, 2024 compared to $286 thousand for the three months ended March 31, 2023. The significant increase was primarily related to energization and the deployment of hosting customers at Project Dorothy 1A in the second quarter of 2023 creating approximately $3.5 million in data hosting revenue. In addition, Project Sophie switched their business model from proprietary mining to data hosting in the second quarter of 2023, which created an additional increase of approximately $1.7 million. As such, the Company was performing hosting services utilizing approximately 50 MW between Project Dorothy 1A and Project Sophie. Offsetting the increase was the decommission of Project Marie operations in February 2023 causing a decline of approximately $276 thousand quarter over quarter. For the three months ended March 31, 2023, Project Marie was hosting at approximately 10 MW.
Demand Response Service: In November 2023, we completed our registration of Project Dorothy for one of ERCOT’s demand response programs, in which we began services in December 2023. On a monthly basis we stand ready to deliver a set amount of committed capacity per month when and if called upon by ERCOT. No such services were performed for the three months ended March 31, 2023.
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Cost of Cryptocurrency Revenue, exclusive of depreciation: Cost of cryptocurrency mining revenue includes direct utility costs, site overhead expenses, and overhead costs that relate to the operations of our cryptocurrency mining facilities in Kentucky and Texas. Going forward, cost of cryptocurrency revenue will include any additional cryptocurrency mining facilities that are part of the Company’s future pipeline.
Cost of cryptocurrency revenue, exclusive of depreciation costs was approximately $1.8 million and $2.3 million for the three months ended March 31, 2024 and 2023, respectively, approximately a $410 thousand decrease. The decline in costs related to the Company operating only one facility for the three months ended March 31, 2024, compared to two facilities for the three months ended March 31, 2023. Also, the electricity costs at Project Dorothy 1B are comparatively cheaper than the costs were at Project Sophie and Marie.
Cost of Data Hosting Revenue, exclusive of depreciation: Cost of data hosting revenue includes utility charges, site overhead expenses, and other charges.
Cost of data hosting revenue was approximately $2.3 million for the three months ended March 31, 2024 compared to $272 thousand for the same period in 2023. This increase was due to Project Dorothy 1A which began operations and hosting services in May 2023, creating costs of approximately $1.7 million for the three months ended March 31, 2024. Also, the Company began data hosting operations at Project Sophie in mid-April 2023, which created an increase in costs of approximately $514 thousand. The increase was offset as a direct result by Project Marie’s operations ceasing in February 2023, where the main hosting contract was also simultaneously terminated, creating a decline in costs of approximately $214 thousand.
Cost of revenue- depreciation: Depreciation costs associated with cryptocurrency and data hosting revenue was approximately $1.5 million for the three months ended March 31, 2024 compared to approximately $625 thousand for the three months ended March 31, 2023. The increase related to the capital additions to fixed assets between the second quarter of fiscal year 2023 through the first quarter of 2024, totaling approximately $12.4 million. As the Company has begun to invest more in capital expenditures, we expect to see depreciation costs to significantly increase over the next several quarters.
General and Administrative Expenses: General and administrative expenses include cash and non-cash compensation, benefits and related costs in support of our general corporate operations, including general management, finance and accounting, human resources, marketing, information technology, corporate development, and legal services.
General and administrative expenses decreased approximately $366 thousand or 8% for the three months ended March 31, 2024 compared to the three months ended March 31, 2023. Total general and administrative expenses were approximately $4.0 million, including approximately $656 thousand of stock compensation expense for the three months ended March 31, 2024, compared to approximately $4.4 million, including $847 thousand of stock compensation for the three months ended March 31, 2023, a. This decrease was mainly related to legal, stock compensation expenses, and investor relations offset with increases in wage and employee recruitment expenses.
Legal fees were reduced by approximately $469 thousand for the three months ended March 31, 2024 compared to the three months ended March 31, 2023. The decrease was mainly attributable to Project Dorothy 1A and 1B with Spring Lane and Navitas, in which legal fees associated with those projects were approximately $480 thousand for the three months ended March 31, 2023, compared to $50 thousand for the three months ended March 31, 2024.
Stock based compensation expense decreased by approximately $166 thousand for the three months ended March 31, 2024 compared to the three months ended March 31, 2023, due to an acceleration of the Company’s grants and awards that occurred in May of 2023, as such, the outstanding grants and awards were higher in the previous year for the three months ended March 31, 2023, compared to the three months ended March 31, 2024.
Investor relations decreased by $92 thousand for the three months ended March 31, 2024 compared to the three months ended March 31, 2023 due to expenses associated with higher reach out efforts, in addition to the Special Meeting held in March 2023, in which no Special Shareholder meeting was being held for the three months ended March 31, 2024.
The Company had an increase of approximately $374 thousand in wage related expense for the three months ended March 31, 2024 compared to three months ended March 31, 2023 due to anticipation of hitting performance based targets. The Company incurred approximately $90 thousand in recruitment expenses for the three months ended March 31, 2024 whereas there were no recruitment expenses for the three months ended March 31, 2023, related to the hiring additional key employees for 2024.
Depreciation and Amortization associated with general and administrative expenses: Depreciation and amortization expense was comparable for the three months ended March 31, 2024 and the three months ended March 31, 2023 in which the balances totaled approximately $2.4 million, respectively. The balances mainly related to amortization expense related to the strategic pipeline contract that was acquired in October 2021.
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Impairment on Fixed Assets: During the three months ended March 31, 2024, the Company had impairment charges of approximately $130 thousand related to the sale S19 miners that occurred in April 2024, in which the Company wrote down the net book value of the miners to the subsequent sales price. During the three months ended March 31, 2023 the Company had impairment charges of approximately $209 thousand in which related to impairment of approximately $166 power supply units (PSUs) at their Sophie location and $43 thousand for M31 miners in which were subsequently sold in April 2023, in which the Company wrote down the net book value to subsequent sale price.
Interest expense: Interest expense for the three months ended March 31, 2024 was approximately $424 thousand related to approximately $361 thousand to the NYDIG loan and approximately $63 thousand to the Navitas loan. Comparatively, interest expense for the three months ended March 31, 2023 was approximately $1.4 million and related to default and continuing interest expense relating to the NYDIG loan of approximately $377 thousand, interest and other charges of approximately $220 thousand for the promissory notes issued in January and February of 2023, and interest on amortization of warrants for the convertible debt of approximately $360 thousand, as well as default interest charged through March 10, 2023 for the convertible holders of approximately $420 thousand.
Loss (Gain) on Debt Extinguishment and Revaluation: For the three months ended March 31, 2024, the Company incurred a $3.1 million loss on debt extinguishment and revaluation. On February 28, 2024, the Company entered into the Fourth Amendment with the Noteholders and lowered the conversion price and issued new warrants and repriced additional warrants with certain exercise features. The issuance and reprice of warrants created a loss of extinguishment of debt of approximately $5.8 million, in which was offset by a gain on debt revaluation of the convertible debt of approximately $1.3 million as of February 28, 2024 (date of Fourth Amendment) and March 31, 2024 due to several factors including assumptions on conversions and payouts, annual volatility and stock price conditions on the dates of valuations. In addition, there was a revaluation of the warrant liability, in which created a gain on revaluation of approximately $1.5 million. The Company did a fair value assessment of the Notes as of March 31, 2023, in which a gain of $473 thousand was recognized for the three months ended March 31, 2023. See Note 8 for further details.
Loss on Sale of Fixed Assets: The Company incurred an immaterial loss on sale of assets of approximately $1 thousand for in which they received proceeds of approximately $78 thousand compared to the net book value of the assets of approximately $79 thousand at the time of sale. The Company incurred a $78 thousand loss for the three months ended March 31, 2023 in connection with mainly the sale of their M20 and M21 miners in which contributed to a loss on sale of equipment of approximately $82 thousand in which they received proceeds of $213 thousand for their M20 and M21 miners, in which had a net book value of $295 thousand prior to the sale. There were additional proceeds of $36 thousand from sale on equipment in March 2023, in which resulted in a gain of approximately $3 thousand of scrap and other equipment.
Income Tax Benefit: Income tax benefit for the three months ended March 31, 2024 and March 31, 2023 was $548 thousand and $547 thousand. The balance mainly related to deferred tax amortization impact of acquiring an asset in a transaction that is not a business combination when the amount paid exceeds the tax basis on the acquisition date. As such, the Company is required to adjust the value of the strategic contract pipeline by approximately $10.9 million at inception date (October 29, 2021), in which was recorded as a deferred tax liability and this amount will be amortized over the life of the asset. For the three months ended March 31, 2024 and March 31, 2023, the Company amortized $547 thousand. There was an additional state income tax benefit of approximately $1 thousand for the three months ended March 31, 2024.
Net income / (loss) attributable to non-controlling interest: Net income attributable to non-controlling interest for the three months ended March 31, 2024 was $2.7 million compared to a net loss of approximately $370 thousand for the three months ended March 31, 2023. This amount relates to Spring Lane’s 85% noncontrolling interest of the net profit in Soluna DVSL and Navitas 46.7% through 49% noncontrolling interest of the net profit in Soluna DV ComputeCo for the three months ended March 31, 2024, compared to the Spring Lane’s 32.2% noncontrolling interest of Net loss in Soluna DVSL for the three months ended March 31, 2023. Note, there was no noncontrolling interest of DV ComputeCo for the three months ended March 31, 2023. The change in non-controlling interest relates to continued profitability at Dorothy 1A and Dorothy 1B, creating a total net profit which started to grow in the third quarter of fiscal year 2023. There was no minority interest for Dorothy 1B (DV ComputeCo), until the 2nd quarter of 2023, when Navitas obtained interest in DV ComputeCo. Dorothy 1A had a net profit of approximately $1.4 million for three months ended March 31, 2024, creating a non-controlling interest profit of approximately $1.2 million, compared to a $433 thousand net loss for the three months ended March 31, 2023, creating a non-controlling interest loss of $370 thousand. In addition, the increase also related to Dorothy 1B, which had a zero balance for the three months ended March 31, 2023 for non-controlling interest to a non-controlling interest profit of $1.5 million for the three months ended March 31, 2024. As the Company was generating revenue from energization at Project Dorothy, the Company began to see a shift from a net loss to profit within non-controlling interest.
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Non-GAAP Measures
In addition to financial measures calculated in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), we also use “Adjusted EBITDA.” Adjusted EBITDA is a non-GAAP financial measure defined as net income (loss) from interest, taxes, depreciation and amortization (“EBITDA”) adjusted to eliminate the effects of certain non-cash, non-recurring items, that we believe do not reflect our ongoing strategic business operations. Management believes that Adjusted EBITDA results in a performance measurement that represents a key indicator of the Company’s business operations of cryptocurrency mining and hosting customers engaged in cryptocurrency mining.
We believe Adjusted EBITDA can be an important financial measure because it allows management, investors, and the Board to evaluate and compare our operating results, including our return on capital and operating efficiencies, from period-to-period by making such adjustments. Non-GAAP financial measures are subject to material limitations as they are not in accordance with, or a substitute for, measurements prepared in accordance with U.S. GAAP. For example, we expect that stock-based compensation costs, which is excluded from the non-GAAP financial measures, will continue to be a significant recurring expense over the coming years and is an important part of the compensation provided to certain employees, officers, and directors. Similarly, we expect that depreciation and amortization of fixed assets will continue to be a recurring expense over the term of the useful life of the assets.
Adjusted EBITDA is provided in addition to and should not be considered to be a substitute for, or superior to net income, the comparable measure calculated in accordance with U.S. GAAP. Further, Adjusted EBITDA should not be considered as an alternative to revenue growth, net income, diluted earnings per share or any other performance measure calculated in accordance with GAAP, or as an alternative to cash flow from operating activities as a measure of our liquidity. Adjusted EBITDA has limitations as an analytical tool, and you should not consider such measures either in isolation or as substitutes for analyzing our results as reported under GAAP.
Reconciliations of Adjusted EBITDA to net loss, the most comparable GAAP financial metric, for historical periods are presented in the table below:
| (Dollars in thousands) | March 31, 2024 | March 31, 2023 | ||||||
| Net loss | $ | (2,544 | ) | $ | (7,432 | ) | ||
| Interest expense, net | 424 | 1,374 | ||||||
| Income tax benefit | (548 | ) | (547 | ) | ||||
| Depreciation and amortization | 3,926 | 3,002 | ||||||
| EBITDA | 1,258 | (3,603 | ) | |||||
| Adjustments- Non-cash items | ||||||||
| Stock-based compensation costs | 661 | 879 | ||||||
| Impairment on fixed assets | 130 | 209 | ||||||
| Loss on sale of fixed assets | 1 | 78 | ||||||
| Loss (gain) on debt revaluation and extinguishment, net | 3,097 | (473 | ) | |||||
| Adjusted EBITDA | $ | 5,147 | $ | (2,910 | ) | |||
Stock based compensation costs represented $468 thousand non-cash restricted stock units and $193 thousand non-cash stock options for the three months ended March 31, 2024 to members of our Board of Directors and certain Company employees compared to $687 thousand non-cash restricted stock units and $192 thousand non-cash stock options for the three months ended March 31, 2023 to members of our Board of Directors and certain Company employees .
The following table represents the Adjusted EBITDA activity between each three-month period from January 1, 2023 through March 31, 2024.
| (Dollars in thousands) | Three months ended March 31, 2023 | Three months ended June 30, 2023 | Three months ended September 30, 2023 | Three months ended December 31, 2023 | Three
months ended March 31, 2024 | |||||||||||||||
| Net loss | $ | (7,432 | ) | $ | (9,257 | ) | $ | (6,016 | ) | $ | (4,998 | ) | $ | (2,544 | ) | |||||
| Interest expense, net | 1,374 | 486 | 495 | 393 | 424 | |||||||||||||||
| Income tax (benefit) expense | (547 | ) | (547 | ) | 569 | (542 | ) | (548 | ) | |||||||||||
| Depreciation and amortization | 3,002 | 2,918 | 3,579 | 3,877 | 3,926 | |||||||||||||||
| EBITDA | (3,603 | ) | (6,400 | ) | (1,373 | ) | (1,270 | ) | 1,258 | |||||||||||
| Adjustments: Non-cash items | ||||||||||||||||||||
| Stock-based compensation costs | 879 | 2,232 | 595 | 606 | 661 | |||||||||||||||
| Loss (gain) on sale of fixed assets | 78 | (48 | ) | 373 | (5 | ) | 1 | |||||||||||||
| Impairment on fixed assets | 209 | 169 | 41 | 156 | 130 | |||||||||||||||
| Loss (gain) on debt extinguishment and revaluation, net | (473 | ) | 2,054 | 769 | 1,554 | 3,097 | ||||||||||||||
| Adjusted EBITDA | $ | (2,910 | ) | $ | (1,993 | ) | $ | 405 | $ | 1,041 | $ | 5,147 | ||||||||
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Liquidity and Capital Resources
Several key indicators of our liquidity are summarized in the following table:
| Three Months Ended or as of | Three Months Ended or as of | Year Ended or as of | ||||||||||
| (Dollars in thousands) | March 31, 2024 | March 31, 2023 | December 31, 2023 | |||||||||
| Cash | $ | 8,438 | $ | 4,553 | $ | 6,368 | ||||||
| Restricted cash | 2,956 | 493 | 3,999 | |||||||||
| Working capital (deficit) | (15,502 | ) | (17,218 | ) | (13,891 | ) | ||||||
| Net loss | (2,544 | ) | (7,432 | ) | (27,703 | ) | ||||||
| Net cash provided by (used in) operating activities | 3,850 | (3,053 | ) | (2,987 | ) | |||||||
| Purchase of property, plant and equipment | (524 | ) | (860 | ) | (12,705 | ) | ||||||
The Company had a consolidated accumulated deficit of approximately $256.2 million as March 31, 2024. As of March 31, 2024, the Company had negative working capital of approximately $15.5 million, $7.7 million outstanding principal in notes payable that may be converted to common stock, a subsidiary of the Company that defaulted on equipment financing and has a current outstanding loan of $9.2 million, and a 2-year $2.05 million principal loan commitment to Navitas, in which as of March 31, 2024 has an outstanding principal balance of approximately $1.1 million. The Company had outstanding commitments as of March 31, 2024, related to SDI of 3.4 million in capital expenditures, in which 95% relate to Project Dorothy 2, and approximately $8.4 million of cash available to fund its operations.
Based on business developments, including changes in production levels, staffing requirements, and network infrastructure improvements, we will require additional capital equipment in the foreseeable future. The Company is focused on developing and monetizing green, zero-carbon computing and cryptocurrency mining facilities, as well as facilities capable of hosting customers engaged in cryptocurrency mining, and data centers to provide specialized AI Cloud and colocation services.
We plan to continue funding operations from our current cash position and our projected 2024 cash flows pursuant to management’s plans. If necessary, we may also seek to supplement our resources by increasing credit facilities to fund operational working capital and capital expenditure requirements. We expect to fund growth, including additional development and build-outs of data centers and its AI initiative through project-level capital raising and equity sale activities, to the extent that we can successfully raise capital through sales of additional debt or equity securities, as well as a variety of project specific funding options. Any additional financing, if required, may not be available to us on acceptable terms or not at all.
As shown in the accompanying financial statements, the Company did not generate sufficient revenue to generate net income and has negative working capital as of March 31, 2024. These factors, among others, indicate that there is substantial doubt about the Company’s ability to continue as a going concern within one year after issuance of the condensed financial statements as of March 31, 2024, or May 15, 2024.
Further, various macroeconomic factors could adversely affect our business and the results of our operations and financial condition, including changes in inflation, interest rates and overall economic conditions. For instance, inflation could negatively impact the Company by increasing our labor costs, through higher wages and higher interest rates. If inflation or other factors were to significantly increase our business costs, our ability to develop our current projects may be negatively affected. Interest rates, the liquidity of the credit markets and the volatility of the capital markets could also affect the operation of our business and our ability to raise capital in order to fund our operations. If our revenue estimates are off either in timing or amount, or if cash generated from operations is insufficient to satisfy the operational working capital and capital expenditure requirements, the Company plans to implement additional steps to ensure liquidity including, but not limited to, the deferral of planned capital spending and/or delaying existing or pending product development initiatives; alternatively, the Company may be required to obtain credit facilities or other loans, if available, to fund these initiatives. However, the Company is actively monitoring this situation and the possible effects on our financial condition, liquidity, operations, suppliers, and the industry.
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Operating Activities
Net cash provided by operations was approximately $3.9 million during the three months ended March 31, 2024. The Company had a net loss for the three months ended March 31, 2024 of approximately $2.5 million. Non-cash items included approximately $1.6 million of depreciation expense, and $2.4 million of amortization expenses, $661 thousand of stock compensation expenses, $3.1 million of loss on debt extinguishment and revaluation, and $130 thousand of impairment of fixed assets. These non-cash items were offset with a deferred tax benefit of $548 thousand. The change in asset and liabilities of $942 thousand related to increase in accounts receivable of $1.5 million attributable for demand service revenue and data hosting customer receivables significantly increasing, offset with increases in accrued expenses and accounts payable of $929 thousand. The other changes in assets and liabilities were not material.
Net cash used in operations was approximately $3.1 million during the three months ended March 31, 2023. The Company had a net loss for the three months ended March 31, 2023 of $7.4 million. Non-cash items included $632 thousand of depreciation expense and $2.4 million of amortization expenses, as well as amortization on discount on notes payable of approximately $500 thousand, $879 thousand of stock compensation expenses, and $209 thousand of impairment of fixed assets. These non-cash items were offset with a deferred tax benefit of $547 thousand and revaluation gain on debt of $473 thousand. The change in asset and liabilities of $675 thousand related to increase in accounts payable of $1.4 million in which Spring Lane made noncash contributions to pay off approximately $1.1 million that was outstanding as of December 31, 2022, offset by increases in other long term liabilities related to electricity deposits to Western Kentucky and Washington state, and a decrease in deferred revenue of $453 thousand in which the balance had been written off as of March 31,2023. The other changes in assets and liabilities were not material.
Investing Activities
Net cash used in investing activities during the three months ended March 31, 2024 was approximately $827 thousand consisting mainly of capital expenditures of $524 thousand and increase in deposits on equipment of $343 thousand. Net cash used in investing activities during the three months ended March 31, 2023 was approximately $435 thousand consisting mainly of capital expenditures of $860 thousand less cash proceeds from sale of equipment and $200 thousand net change in deposits on equipment.
Financing Activities
Net cash used in financing activities was approximately $2.0 million consisting mainly of $1.7 million of cash distributions to non-controlling interest members, $616 thousand in principal payments of the Navitas loan, offset with $300 thousand of warrant exercises. Net cash provided by financing activities was approximately $6.7 million during the three months ended March 31, 2023, which consisted of cash contributions for non-controlling interest of approximately $6.0 million. The Company also received net proceeds from debt issuances of $900 thousand less costs of $215 thousand.
Debt
On September 15, 2021, the Company entered into a $1.0 million unsecured line of credit with KeyBank National Association (“KeyBank”), that will, among other things, allow the Company to request loans and to use the proceeds of such loans for working capital and other general corporate purposes (the “KeyBank facility”). The line of credit bears interest at a rate of Prime + 0.75% per annum. Accrued interest is due monthly and principal is due in full following KeyBank’s demand. As of January 1, 2022, the entire line of credit of $1.0 million was drawn and outstanding. As of December 31, 2023, the entire original $1.0 million outstanding balance has been paid down, and the Company did not have an outstanding balance as of December 31, 2023 and March 31, 2024. The Company does not plan to draw down on the line of credit in the foreseeable future. In addition, future drawdowns may require pre-approval by KeyBank.
On October 25, 2021, the Company issued to certain institutional investors secured convertible notes in the aggregate principal amount of approximately $16.3 million for an aggregate purchase price of $15.0 million. The notes are convertible, subject to certain conditions, at any time at the option of the investors, into an aggregate of 71,043 shares of the Company’s common stock. On May 11, 2023, the Company entered into the Second Amendment with the Noteholders in which increased the principal outstanding balance to approximately $13.3 million and extending the maturity date to July 2024. On November 20, 2023 the Company and the Noteholders entered into a Third Amendment Agreement to amend the Notes, the October SPA and related agreements to facilitate future financings by the Company that may include funds for prepayment of the Notes by permitting the Company to force conversion of up to $1.5 million of the Notes under certain circumstances and reduce the prepayment penalty in return for reducing the conversion price of the $4.7 million of the Notes to $3.78 and reducing the exercise price of 150 thousand of the Warrants to $0.01.The Noteholders have converted approximately $4.6 million between May 11, 2023 to December 31, 2023, reducing the principal balance to approximately $8.7 million as of December 31, 2023. On February 28, 2024, the Company and the Noteholders have entered into a Fourth Amendment which allowed all the outstanding debt to be converted at a rate of $3.78. The Noteholders converted approximately $1.0 million between January 1, 2024 through March 31, 2024, reducing the outstanding principal balance to approximately $7.7 million as of March 31, 2024.
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On January 14, 2022, the Company effected an initial drawdown under the Master Equipment Finance Agreement with NYDIG in the aggregate principal amount of approximately $4.6 million that bore interest at 14%. On January 26, 2022, the Company had a subsequent drawdown of $9.6 million. On December 20, 2022, Soluna MC Borrowing 2021-1 LLC (“Borrower”) received a Notice of Acceleration and Repossession (the “NYDIG Notice”) from NYDIG with respect to the Master Agreement, by and between Borrower and NYDIG. The obligations of Borrower under the Master Agreement and reflected in the NYDIG Notice are ring-fenced to Borrower and its direct parent company, Soluna MC LLC. The Company is not a party to any guaranty, collateral agreement or other support agreement with or for the benefit of NYDIG. As such, the principal balance of $10.5 million as of December 31, 2022 became due immediately and the Borrower shall bear interest, at a rate per annum equal to 2.0% plus the rate per annum otherwise applicable to such obligations set forth in the Master Agreement. On February 23, 2023, NYDIG proceeded to foreclose on all of the collateral securing the MEFA, and repossessed the collateralized assets that totaled approximately $3.4 million, in which approximately $560 thousand was first used to pay off accrued interest and penalty to date. On September 5, 2023, NYDIG provided a letter finalizing the accounting for the repossessed collateralized assets totaling proceeds of approximately $3.4 million. This included legal and other expenses associated with the sale of the assets net a modest gain on the estimated net book value of the assets totaling $251 thousand that was expensed as a loss on disposition of assets for the year ended December 31, 2023. On December 7, 2023, NYDIG filed its Motion for Summary Judgment seeking entry of a judgment against Soluna in the approximate amount of $10.3 million for principal and interest and penalties. On January 12, 2024, Soluna filed its objection to NYDIG’s motion for summary judgment on the grounds that NYDIG failed to explain what collateral of which loan was sold and how the sale proceeds were allocated to each loan. A summary judgment motion was performed on February 13, 2024, and was agreed upon by both NYDIG and the Borrower, that the total outstanding loan principal balance would be approximately $9.2 million, in which a penalty fee was applied of approximately $1.0 million to the repossessed collateralized assets, and outstanding interest and penalty balance would be approximately $936 thousand as of December 31, 2023. As of March 31, 2024, the Company still has an outstanding loan principal of approximately $9.2 million and outstanding interest and penalty balance of approximately $1.3 million.
On May 9, 2023, Soluna DV ComputeCo, LLC and Navitas West Texas Investments SPV, LLC entered into a 2-year Loan Agreement for $2,050,000. The unpaid principal balance of the Term Loan shall bear interest at per annum rate equal to 15%. As of March 31, 2024, the Company has an outstanding principal balance of approximately $1.1 million.
Critical Accounting Policies and Significant Judgments and Estimates
The above discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. Note 2, Accounting Policies, to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023 includes a summary of our most significant accounting policies. There have been no material changes to the critical accounting policies previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023. The preparation of these condensed consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosure of assets and liabilities. On an ongoing basis, we evaluate our estimates and judgments, including those related to revenue recognition, income taxes, fair value measurements, and stock-based compensation. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Periodically, our management reviews our critical accounting estimates with the Audit Committee of our Board of Directors.
Statement Concerning Forward-Looking Statements
This Quarterly Report on Form 10-Q contains 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 Exchange Act. Any statements contained in this Form 10-Q that are not statements of historical fact may be forward-looking statements. When we use the words “anticipate,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend,” “should,” “could,” “may,” “will” and similar words or phrases, we are identifying forward-looking statements. Such forward-looking statements include, but are not limited to, statements regarding:
| ● | the availability of financing opportunities, risks associated with economic conditions, dependence on management and conflicts of interest; | |
| ● | the ability to service debt obligations and maintain flexibility in respect of debt covenants; |
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| ● | economic dependence on regulated terms of service and electricity rates; | |
| ● | the speculative and competitive nature of the technology sector; | |
| ● | ability of the Company to attract and retain hosted customers for its hosting operations; | |
| ● | ability of the Company to successfully implement its business expansion strategy into cloud service for artificial intelligence; | |
| ● | dependency in continued growth in blockchain and cryptocurrency usage; | |
| ● | lawsuits and other legal proceedings and challenges; | |
| ● | conflict of interests with directors and management; | |
| ● | government regulations; | |
| ● | The ability of the Company to construct and complete the anticipated expansion of our data centers; and | |
| ● | other factors beyond the Company’s control; | |
| ● | other factors discussed under the heading “Risk Factors” in this report and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |
Forward-looking statements speak only as of the date they are made. You should not put undue reliance on any forward-looking statements. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions, or changes in other factors affecting forward-looking information, except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
Factors Expected to Affect Our Future Results
Revenue Sources:
Our revenue streams consist of several components:
1. Hosting Revenues: We provide electrical power and network connectivity to cryptocurrency mining customers, who pay a specified amount and rate for these services. In the first quarter of 2024, we have engaged in a co-location agreement with a GPU startup delivering specialized GPU services for AI computing.
2. Block Rewards in Bitcoin: These are fixed rewards programmed into the Bitcoin software and awarded to miners for solving cryptographic problems and creating new blocks on the blockchain.
3. Participation in Demand Response Programs: We also generate revenue by participating in demand response programs.
Market Price of Bitcoin
Changes in the market value of Bitcoin directly impact our revenues. For example, in 2021 and 2022, the average Bitcoin price was $47,432 and $28,298, respectively. By December 31, 2023, the price of Bitcoin had reached a high of $44,146. For the three months ended March 31, 2024, the price of Bitcoin had reached a high of $73,083, and the average price of Bitcoin for the three months ended March 31, 2024 was $53,578.
Halving
Halving events occur periodically in the Bitcoin network, reducing block rewards. The reduction is designed to occur irrespective of ongoing demand. While halving can impact our revenues negatively by reducing the rewards for mining, it will continue until the total Bitcoin rewards issued reach approximately 21 million, expected around 2140. As of March 31, 2024, the block rewards were fixed at 6.25 Bitcoin per block, and on April 19, 2024 Bitcoin halved again to 3.125.
Network Hash Rate and Difficulty
A miner’s chance of earning Bitcoin rewards depends on their hash rate relative to the global network hash rate. As demand for Bitcoin increases, the global network hash rate rises rapidly, leading to higher network difficulty. This adjustment ensures a ten-minute block validation time, making the network more secure but requiring more computing power to earn rewards. Failure to keep pace with industry trends in deploying additional hash rate can decrease a miner’s share of the global network hash rate and, consequently, their chance of earning rewards.
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| Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
Not applicable.
| Item 4. | Controls and Procedures |
The certifications of our Chief Executive Officer and Chief Financial Officers are attached as Exhibits 31.1 and 31.2 to this Quarterly Report on Form 10-Q include, in paragraph 4 of such certification, information concerning our disclosure controls and procedures and internal control over financial reporting. Such certification should be read in conjunction with the information contained in this Item 4 for a more complete understanding of the matters covered by such certification.
(a) Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2024. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. We recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and we necessarily apply our judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on this evaluation, our management concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of March 31, 2024, due to the following material weakness:
| ● | During the quarter ended March 31, 2024 the Company incurred a debt amendment. The Company performed accounting analysis to record this transaction. However, due to its complexity, an additional material adjustment related to the classification of warrants was identified, recorded and reported in the condensed consolidated financial statements later during the quarterly review. |
Notwithstanding the existence of this material weakness, management has concluded that the Company’s unaudited condensed consolidated financial statements in its Quarterly Report on Form 10-Q for the period ended March 31, 2024 are fairly stated in all material respects in accordance with generally accepted accounting principles in the United States of America.
Remediation:
Our Board of Directors and management take internal control over financial reporting and the integrity of our financial statements seriously. Management continues to work to improve its controls related to our material weaknesses. The remediation actions include: (i) enhancing design and documentation related to complex transactions and control activities, and (ii) developing robust review procedures to ensure the proper recording and reporting of the complex transactions. To achieve the timely implementation of the above, management has commenced the following actions and will continue to assess additional opportunities for remediation on an ongoing basis:
| ● | Implementing more robust policies and procedures, relating to complex transactions and assessments, to ensure the reliability of controls and financial reporting | |
| ● | Engaging consultants and third-party specialists to ensure that all entries recorded in regards to complex transactions align to accounting guidance and align to expectations on the condensed financial statements. |
We cannot provide any assurance that these remediation efforts will be successful or that our internal control over financial reporting will be effective as a result of these efforts. In addition, we continue to evaluate and work to improve our internal control over financial reporting related to the identified material weakness, management may determine to take additional measures to address control deficiencies or determine to modify the remediation plan described above.
(b) Changes in Internal Control Over Financial Reporting
We are taking the remedial actions described above and expect to implement them prior to June 30, 2024. Other than the changes for our control procedures around complex transactions in which we plan to remediate above, there have been no changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our fiscal quarter ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
| Item 1. | Legal Proceedings |
At any point in time, we may be involved in various lawsuits or other legal proceedings. Such lawsuits could arise from the sale of products or services or from other matters relating to our regular business activities, compliance with various governmental regulations and requirements, or other transactions or circumstances.
EPA
We have been named as a party in the December 19, 2019 United States Environmental Protection Agency (“EPA”) Demand Letter regarding the Malta Rocket Fuel Area Superfund Site (“Site”) located in Malta and Stillwater, New York, in connection with an alleged release of hazardous materials into the environment. The EPA is seeking reimbursement of response costs from all named parties in the amount of approximately $358 thousand plus interest in connection with the investigation and disposal activities associated with the various drum caches discovered at the Site, issuance of the Explanation of Significant Differences (“ESD”) of the Site, and implementation of the work contemplated by the ESD. We consider the likelihood of a material adverse outcome with respect to this matter to be remote and do not currently anticipate that any expense or liability that we may incur as a result of this matter in the future will be material to the Company’s business or financial condition.
NYDIG
NYDIG ABL LLC, (“NYDIG”) filed a complaint against SMCB1(“Borrower”) and SMC (“Guarantor”, and together with Borrower, “NYDIG Defendants”) in Marshall Circuit Court of the Commonwealth of Kentucky on December 29, 2022 regarding a series of loans made by NYDIG to Borrower pursuant to a master equipment finance agreement that were secured by certain assets of Borrower and guaranteed by Guarantor pursuant to a written guaranty agreement executed by Guarantor. The Court issued on February 15, 2023, an agreed order granting NYDIG’s motion for writ of possession which, among other things, ordered parties to provide NYDIG access to the collateral described therein and preserved the rights of NYDIG to pursue a deficiency judgment against the NYDIG Defendants. Also on February 15, 2023, the NYDIG Defendants filed their answer and affirmative defenses in this proceeding. The NYDIG Defendants believe that NYDIG has liquidated some of the collateral securing the loans and anticipate that NYDIG will complete the liquidation of collateral and continue to prosecute the complaint to obtain a judgment against the NYDIG Defendants. Additionally, NYDIG has stated its intention to pursue SCI, the parent company of Guarantor, under a piercing of the corporate veil claim relating to NYDIG Defendants’ debts and liabilities under the loan documents. SCI denies any such liability and has filed a complaint for a declaratory judgment against NYDIG in the Eighth Judicial District Court in Clark County, Nevada on March 16, 2023, seeking a declaratory judgment as to such matter. NYDIG filed a motion to dismiss in response to SCI’s declaratory judgment complaint on April 13, 2023. SCI filed a response in opposition to NYDIG’s motion to dismiss on April 27, 2023. The court heard oral arguments on May 16, 2023. On June 22, 2023, the court issued an order granting NYDIG’s motion to dismiss, on the basis that the case was not ripe for decision, without prejudice. SCI intends to continue to vigorously defend any allegations regarding liability on account of NYDIG Defendants’ debts and liabilities to NYDIG under their loan documents and intends to refile a declaratory judgment complaint against NYDIG.
On February 23, 2023, NYDIG proceeded to foreclose on all of the collateral securing the MEFA, and repossessed the collateralized assets that totaled approximately $3.4 million, in which approximately $560 thousand was first used to pay off accrued interest and penalty to date. On September 5, 2023, NYDIG provided a letter finalizing the accounting for the repossessed collateralized assets totaling proceeds of approximately $3.4 million. This included legal and other expenses associated with the sale of the assets net a modest gain on the estimated net book value of the assets totaling $251 thousand that was expensed as a loss on disposition of assets for the year ended December 31, 2023. On December 7, 2023, NYDIG filed its Motion for Summary Judgment seeking entry of a judgment against Soluna in the approximate amount of $10.3 million for principal and interest and penalties. On January 12, 2024, Soluna filed its objection to NYDIG’s motion for summary judgment on the grounds that NYDIG failed to explain what collateral of which loan was sold and how the sale proceeds were allocated to each loan. A summary judgment motion was performed on February 13, 2024, and was agreed upon by both NYDIG and the Borrower, that the total outstanding loan principal balance would be approximately $9.2 million. This settlement did not result in the admission of any liability on the part of SHI, whose declaratory judgment remains the subject of litigation. On March 13, 2024, NYDIG served the Company with a post-judgment discovery seeking information regarding the Company’s assets and liabilities. Per agreement between NYDIG and the NYDIG Defendants, the deadline to respond to the discovery demands was extended to May 13, 2024 but with rolling weekly production that commenced on April 12, 2024. The Company intends to vigorously defend itself from NYDIG’s parent company claims.
Atlas
In September 2023, Atlas Technology Group LLC (“Atlas”) filed a complaint against SMC (formerly EcoChain Block LLC) (“Soluna MC”), SCI, and SHI (collectively, the “Atlas Defendants”) in the Supreme Court of the State of New York, County of New York regarding a co-location services agreement between Soluna MC and Atlas. Atlas alleges that the termination of such agreement by SMC was a breach and asserts various claims, including breach of contract and the return of pre-paid fees. The claim requests a judgement against the Atlas Defendants for the return of pre-paid fees of approximately $464 thousand and additional damages to be determined at trial of not less than $7.9 million, and reimbursement of costs including legal fees and other costs. The complaint also contains references to alter ego liability and piercing the corporate veil. The Atlas Defendants filed a motion to dismiss; the Court held a hearing on this motion and issued an order and ruling on April 17, 2024 granting dismissal of three of the four counts in the complaint. The Atlas Defendants subsequently filed on May 6, 2024 an answer with respect to the remaining count and also asserted counterclaims against Atlas. In such order and ruling, the Court also denied at this time the dismissal of SCI and SHI from the action as improper parties; the Atlas Defendants subsequently filed notice of appeal of this portion of such order and ruling on May 7, 2024. The Atlas Defendants believe they have substantial factual and legal defenses to Atlas’s claims and intend to continue to defend the claims vigorously.
The referenced to pre-paid fees of approximately $464 thousand have been reported in previous filings on SMC’s balance sheet. No reserves have been established for any other claims asserted in such complaint.
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| Item 1A. | Risk Factors |
Part II, Item 1A (Risk Factors) of our most recently filed Annual Report on Form 10-K with the SEC, filed on April 1, 2024, sets forth information relating to important risks and uncertainties that could materially adversely affect our business, financial condition and operating results. Except as to the risk factors set forth below and to the extent that information disclosed elsewhere in this Quarterly Report on Form 10-Q relates to such risk factors (including, without limitation, the matters described in Part I, Item 2 (Management’s Discussion and Analysis of Financial Condition and Results of Operations – Statement Concerning Forward Looking Statements), there have been no material changes to our risk factors disclosed in our most recently filed Annual Report on Form 10-K. Those risk factors continue to be relevant to an understanding of our business, financial condition and operating results, however, and, accordingly, you should review and consider such risk factors in making any investment decision with respect to our securities.
We have a Limited History in the Cloud Service and Artificial Intelligence Business
We are implementing a strategy to move into the cloud service business to provide green energy to power-intensive artificial intelligence applications. This is a new business for the Company and no history of operations in this industry from which to evaluate our future operating performance in this segment. Our ability to implement this strategy is dependent upon successfully deploy new supercomputers in conjunction with our strategic partner and to attract and retain customers in a very competitive market.
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
None
| Item 3. | Defaults Upon Senior Securities |
None
| Item 4. | Mine Safety Disclosures |
Not applicable.
| Item 5. | Other Information |
None
| Item 6. | Exhibits |
All other exhibits for which no other filing information is given are filed herewith.
# Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10) of Regulation S-K. Such information is both not material and is the information that the registrant customarily and actually treats as private or confidential. The omitted information is identified in the exhibit with brackets and “**”.
* Submitted electronically herewith. Attached as Exhibit 101 are the following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, formatted in eXtensible Business Reporting Language (XBRL) and tagged as blocks of text and including detailed tags: (i) Condensed Consolidated Balance Sheets at March 31, 2024 and December 31, 2023; (ii) Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2024 and 2023; (iii) Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023; and (iv) related notes.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Soluna Holdings, Inc. | ||
| Date: May 15, 2024 | By: | /s/ John Belizaire |
| John Belizaire | ||
| Chief Executive Officer | ||
| By: | /s/ John Tunison | |
| John Tunison | ||
| Chief Financial Officer | ||
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