| Schedule of Purchase Price Allocation |
On October 30, 2024, CleanSpark completed the GRIID Acquisition for a total preliminary purchase consideration of $128,247, which is comprised of the following:
|
|
|
|
|
($ in thousands, except price per share)
|
|
GRIID |
|
Shares of CleanSpark common stock issued |
|
|
5,031 |
|
Closing price per share of CleanSpark common stock on October 30, 2024 |
|
$ |
12.06 |
|
Fair value of CleanSpark common share issued as a portion of purchase price |
|
$ |
60,677 |
|
Fair value of CleanSpark warrants issued as a portion of purchase price |
|
|
6,097 |
|
Fair value of equity portion of purchase price |
|
|
66,774 |
|
Cash consideration |
|
|
1 |
|
Settlement of amounts payable by Company to GRIID under Hosting Agreement |
|
|
(1,164 |
) |
Settlement of the GRIID Credit Agreement as a portion of purchase price |
|
|
62,636 |
|
Settlement of preexisting relationship, including interest, as a portion of purchase price |
|
|
61,472 |
|
Preliminary purchase price |
|
$ |
128,247 |
|
The preliminary net assets acquired as of the acquisition date are presented as follows:
|
|
|
|
|
($ in thousands)
|
|
Allocation as of October 30, 2024 |
|
Tangible assets |
|
|
|
Cash and cash equivalents |
|
$ |
1,089 |
|
Restricted cash |
|
|
323 |
|
Accounts receivable |
|
|
172 |
|
Prepaid expense and other current assets |
|
|
193 |
|
Property and equipment |
|
|
18,839 |
|
Other long-term assets |
|
|
5,593 |
|
Operating lease right of use assets |
|
|
1,100 |
|
Total tangible assets acquired |
|
|
27,309 |
|
Intangible assets |
|
|
|
Goodwill |
|
|
124,173 |
|
Total assets acquired |
|
|
151,482 |
|
Liabilities assumed |
|
|
|
Accounts payable |
|
|
3,479 |
|
Accrued liabilities |
|
|
14,469 |
|
Finance lease obligations |
|
|
2 |
|
Operating lease liabilities |
|
|
2,458 |
|
Other liabilities |
|
|
2,827 |
|
Total liabilities assumed |
|
|
23,235 |
|
Net assets acquired |
|
$ |
128,247 |
|
The pro forma results include adjustments primarily related to purchase accounting.
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
March 31, 2025 |
|
|
March 31, 2024 |
|
Pro forma revenue |
|
$ |
344,018 |
|
|
$ |
196,960 |
|
Pro forma net income from continuing operations |
|
|
98,472 |
|
|
|
163,726 |
|
|
| Schedule of Purchase Price Allocation |
The allocation of the purchase price of the assets acquired are summarized below:
|
|
|
|
|
($ in thousands) |
|
Allocation at
Final Acquisition
Date |
|
Land |
|
$ |
6,187 |
|
Land improvements |
|
|
648 |
|
Building |
|
|
805 |
|
Infrastructure |
|
|
22,153 |
|
Right of use assets |
|
|
61 |
|
Operating lease liability |
|
|
(372 |
) |
Total |
|
$ |
29,482 |
|
|