0.010.0410883926989328574104391923825776150001083301false2022Q3--12-3109566999762531154464010.310.070.590.150.320.070.630.1511200000P36MP5DP5DP15D00001083301srt:MinimumMember2021-01-012021-12-310001083301srt:MaximumMember2021-01-012021-12-310001083301wulf:ConsultantMemberus-gaap:RestrictedStockUnitsRSUMember2022-01-012022-09-300001083301wulf:BitcoinDevelopmentAndOrganizationalAndLegalMemberwulf:BeowulfElectricityDataIncMember2021-04-270001083301wulf:AtmOfferingMember2022-04-012022-04-300001083301wulf:AtmOfferingMember2022-02-012022-02-280001083301srt:MaximumMemberwulf:StandbyEquityPurchaseAgreementMember2022-06-022022-06-020001083301wulf:StandbyEquityPurchaseAgreementMember2022-06-022022-06-020001083301wulf:YaIiPnLtdMemberwulf:StandbyEquityPurchaseAgreementMember2022-06-020001083301wulf:StandbyEquityPurchaseAgreementMember2022-01-012022-09-300001083301wulf:YaIiPnLtdMemberwulf:StandbyEquityPurchaseAgreementMember2022-06-022022-06-020001083301wulf:AdministrativeAndInfrastructureServicesAgreementMemberwulf:BeowulfElectricityDataIncMember2021-12-310001083301us-gaap:MajorityShareholderMember2021-11-190001083301wulf:ThirdBitmainPurchaseAgreementMember2022-01-012022-09-300001083301wulf:SecondBitmainPurchaseAgreementMember2022-01-012022-09-300001083301wulf:FifthSalesAndPurchaseAgreementWithBitmainTechnologiesMember2022-09-282022-09-280001083301us-gaap:VariableInterestEntityNotPrimaryBeneficiaryMemberwulf:NonFixedPriceSalesAndPurchaseAgreementsMember2021-06-152021-06-150001083301wulf:Q22022BitmainAgreementMember2021-06-152021-06-150001083301wulf:Q12022BitmainAgreementMember2021-06-152021-06-1500010833012021-06-152021-06-150001083301wulf:MinervaPurchaseAgreementMember2021-04-012021-12-310001083301wulf:NonFixedPriceSalesAndPurchaseAgreementsMember2022-09-012022-09-300001083301wulf:TalenEnergyCorporationMember2021-04-012021-12-310001083301wulf:NonFixedPriceSalesAndPurchaseAgreementsMember2021-04-012021-12-310001083301wulf:TalenEnergyCorporationMemberwulf:NonFixedPriceSalesAndPurchaseAgreementsMember2022-09-300001083301wulf:MinervaPurchaseAgreementMember2021-12-310001083301wulf:NautilusJointVentureMember2021-12-010001083301wulf:TalenEnergyCorporationMemberus-gaap:VariableInterestEntityNotPrimaryBeneficiaryMemberwulf:NonFixedPriceSalesAndPurchaseAgreementsMember2022-09-300001083301us-gaap:VariableInterestEntityNotPrimaryBeneficiaryMemberwulf:NonFixedPriceSalesAndPurchaseAgreementsMember2022-09-300001083301us-gaap:CorporateJointVentureMemberwulf:NewTermFacilityMember2022-07-012022-07-310001083301wulf:FirstAmendmentTermLoanMember2022-07-012022-07-310001083301us-gaap:TradeNamesMember2021-01-012021-12-310001083301us-gaap:InProcessResearchAndDevelopmentMember2021-01-012021-12-310001083301us-gaap:CustomerRelationshipsMember2021-01-012021-12-310001083301wulf:DelayedDrawTermLoanMemberus-gaap:SubsequentEventMember2022-10-072022-10-070001083301wulf:NautilusJointVentureMemberus-gaap:SubsequentEventMember2022-10-012022-10-010001083301wulf:TalenEnergyCorporationMemberwulf:NonFixedPriceSalesAndPurchaseAgreementsMember2022-01-012022-09-300001083301us-gaap:VariableInterestEntityNotPrimaryBeneficiaryMemberwulf:NonFixedPriceSalesAndPurchaseAgreementsMember2022-09-012022-09-300001083301us-gaap:VariableInterestEntityNotPrimaryBeneficiaryMemberus-gaap:SubsequentEventMember2022-10-010001083301us-gaap:VariableInterestEntityNotPrimaryBeneficiaryMember2022-08-270001083301wulf:OtherPurchaseCommitmentsMember2022-01-012022-09-300001083301wulf:NonFixedPriceSalesAndPurchaseAgreementsMember2022-01-012022-09-300001083301us-gaap:VariableInterestEntityNotPrimaryBeneficiaryMember2022-08-272022-08-270001083301wulf:TalenEnergyCorporationMemberus-gaap:VariableInterestEntityNotPrimaryBeneficiaryMember2021-05-130001083301us-gaap:VariableInterestEntityNotPrimaryBeneficiaryMember2021-05-130001083301wulf:DelayedDrawTermLoanMember2022-07-012022-07-310001083301wulf:ConvertiblePromissoryNoteMember2022-09-300001083301wulf:IkonicsIncMember2022-01-012022-09-3000010833012021-02-082021-12-310001083301us-gaap:VariableInterestEntityNotPrimaryBeneficiaryMember2022-03-012022-03-310001083301us-gaap:InterestExpenseMemberwulf:FirstAmendmentTermLoanMember2022-01-012022-09-300001083301wulf:ThirdTrancheMemberwulf:NewTermFacilityMember2022-07-012022-07-310001083301wulf:SecondTrancheMemberwulf:NewTermFacilityMember2022-07-012022-07-310001083301wulf:YaIiPnLtdMemberwulf:SharePriceLessThan2.25PerShareMemberwulf:ConvertiblePromissoryNoteMember2022-06-022022-06-020001083301wulf:YaIiPnLtdMemberwulf:SharePriceGreaterThanOrEqualTo2.25PerShareMemberwulf:ConvertiblePromissoryNoteMember2022-06-022022-06-020001083301wulf:YaIiPnLtdMemberwulf:ConvertiblePromissoryNoteMember2022-08-310001083301wulf:YaIiPnLtdMemberwulf:ConvertiblePromissoryNoteMember2022-07-310001083301wulf:ConvertiblePromissoryNoteMember2022-06-102022-06-100001083301wulf:NautilusJointVentureMemberus-gaap:LoansPayableMemberwulf:OneTermLoanInvestorNovawulfDigitalMasterFundL.p.Member2022-03-310001083301wulf:ContingentValueRightsMember2021-01-012021-12-3100010833012022-09-012022-09-300001083301wulf:ContingentValueRightsMemberwulf:MeasurementInputLongTermGrowthRateMember2021-12-310001083301wulf:ContingentValueRightsMemberus-gaap:MeasurementInputDiscountRateMember2021-12-310001083301wulf:IkonicsCorporationMember2022-09-300001083301wulf:AdministrativeAndInfrastructureServicesAgreementMemberwulf:BeowulfElectricityDataIncMember2021-04-272021-04-270001083301us-gaap:PerformanceSharesMemberwulf:BeowulfElectricityDataIncMember2022-09-300001083301wulf:ThirdTrancheMemberwulf:NewTermFacilityMember2022-07-310001083301wulf:SecondTrancheMemberwulf:NewTermFacilityMember2022-07-310001083301wulf:TalenEnergyCorporationMember2021-05-132021-05-130001083301us-gaap:VariableInterestEntityNotPrimaryBeneficiaryMember2022-04-012022-06-300001083301us-gaap:SubsequentEventMemberwulf:S19xpMinersMember2022-10-310001083301us-gaap:SubsequentEventMemberwulf:S19ProMinersMember2022-10-310001083301wulf:FifthSalesAndPurchaseAgreementWithBitmainTechnologiesMemberwulf:S19xpMinersMember2022-09-280001083301wulf:FifthSalesAndPurchaseAgreementWithBitmainTechnologiesMemberwulf:S19ProMinersMember2022-09-280001083301us-gaap:VariableInterestEntityNotPrimaryBeneficiaryMemberwulf:NonFixedPriceSalesAndPurchaseAgreementsMember2022-03-310001083301wulf:FifthSalesAndPurchaseAgreementWithBitmainTechnologiesMember2022-09-280001083301wulf:ThirdBitmainPurchaseAgreementMember2021-12-150001083301wulf:SecondBitmainPurchaseAgreementMember2021-12-070001083301wulf:MinervaPurchaseAgreementMember2021-03-1900010833012021-03-3100010833012021-02-280001083301wulf:DelayedDrawTermLoanMember2022-09-300001083301us-gaap:RedeemableConvertiblePreferredStockMember2021-02-082021-09-300001083301us-gaap:RedeemableConvertiblePreferredStockMember2021-09-300001083301us-gaap:RedeemableConvertiblePreferredStockMember2021-02-070001083301us-gaap:AdditionalPaidInCapitalMember2021-02-082021-09-300001083301us-gaap:SubsequentEventMember2022-10-062022-10-060001083301wulf:AtmOfferingMember2022-07-012022-09-300001083301us-gaap:PrivatePlacementMember2022-04-012022-04-300001083301us-gaap:SeriesAPreferredStockMemberwulf:StockSubscriptionAgreementMember2022-03-012022-03-310001083301us-gaap:PrivatePlacementMember2022-03-012022-03-310001083301wulf:AtmOfferingMember2022-01-012022-09-300001083301us-gaap:CommonStockMember2022-01-012022-09-300001083301wulf:NautilusJointVentureMember2021-12-012021-12-010001083301us-gaap:CommonStockMember2021-02-082021-09-300001083301us-gaap:SeriesAPreferredStockMemberus-gaap:PreferredStockMember2022-01-012022-09-300001083301us-gaap:RetainedEarningsMember2022-09-300001083301us-gaap:AdditionalPaidInCapitalMember2022-09-300001083301us-gaap:RetainedEarningsMember2021-12-310001083301us-gaap:AdditionalPaidInCapitalMember2021-12-310001083301us-gaap:RetainedEarningsMember2021-09-300001083301us-gaap:AdditionalPaidInCapitalMember2021-09-300001083301us-gaap:RetainedEarningsMember2021-02-070001083301us-gaap:AdditionalPaidInCapitalMember2021-02-070001083301us-gaap:SeriesAPreferredStockMemberus-gaap:PreferredStockMember2022-09-300001083301us-gaap:CommonStockMember2022-09-300001083301us-gaap:CommonStockMember2021-12-310001083301us-gaap:CommonStockMember2021-09-300001083301us-gaap:PreferredStockMember2021-02-070001083301us-gaap:CommonStockMember2021-02-070001083301us-gaap:RestrictedStockUnitsRSUMember2022-09-300001083301us-gaap:RestrictedStockUnitsRSUMember2022-01-012022-09-300001083301us-gaap:RestrictedStockUnitsRSUMember2021-01-012021-12-310001083301us-gaap:OperatingExpenseMemberwulf:AdministrativeAndInfrastructureServicesAgreementMemberwulf:BeowulfElectricityDataIncMember2022-01-012022-09-300001083301wulf:PropertyPlantAndEquipmentNetMember2022-01-012022-09-300001083301wulf:DueFromRelatedPartiesMember2022-01-012022-09-300001083301us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2022-01-012022-09-300001083301wulf:PropertyPlantAndEquipmentNetMember2021-01-012021-12-310001083301wulf:DueFromRelatedPartiesMember2021-01-012021-12-310001083301us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2021-01-012021-12-310001083301us-gaap:SellingGeneralAndAdministrativeExpensesMemberwulf:AdministrativeAndInfrastructureServicesAgreementMemberwulf:BeowulfElectricityDataIncMember2022-01-012022-09-3000010833012021-10-042021-11-190001083301wulf:MiningFacilitiesMember2022-09-300001083301wulf:DepositsonminersMember2022-09-300001083301us-gaap:LeaseholdImprovementsMember2022-09-300001083301us-gaap:EquipmentMember2022-09-300001083301us-gaap:ConstructionInProgressMember2022-09-300001083301wulf:DepositsonminersMember2021-12-310001083301us-gaap:EquipmentMember2021-12-310001083301us-gaap:ConstructionInProgressMember2021-12-310001083301us-gaap:ComputerEquipmentMember2022-01-012022-09-300001083301us-gaap:DiscontinuedOperationsHeldforsaleMemberwulf:IkonicsIncMember2022-08-012022-08-310001083301wulf:IkonicsCorporationMember2022-08-012022-08-310001083301us-gaap:SubsequentEventMember2022-10-012022-10-010001083301us-gaap:OverAllotmentOptionMember2022-04-012022-04-300001083301us-gaap:SeriesAPreferredStockMember2022-09-300001083301us-gaap:SeriesAPreferredStockMemberwulf:StockSubscriptionAgreementMember2022-03-310001083301us-gaap:SeriesAPreferredStockMember2022-03-012022-03-310001083301srt:MaximumMemberus-gaap:SeriesAPreferredStockMember2022-03-310001083301us-gaap:SeriesAPreferredStockMember2022-03-310001083301us-gaap:CommonStockMember2022-01-012022-09-300001083301us-gaap:CommonStockMember2021-02-082021-09-300001083301wulf:MinervaPurchaseAgreementMember2022-01-012022-03-310001083301wulf:ThirdBitmainPurchaseAgreementMember2021-12-152021-12-150001083301wulf:SecondBitmainPurchaseAgreementMember2021-12-072021-12-070001083301wulf:GroundLeaseMember2022-09-300001083301wulf:GroundLeaseMember2022-07-310001083301wulf:PlannedBitcoinMiningFacilityNewYorkMember2022-01-012022-09-300001083301wulf:OperatingEquipmentLeaseMember2022-01-012022-09-300001083301wulf:DigitalCurrencyMiningEquipmentMember2022-01-012022-09-300001083301wulf:NautilusJointVentureMember2022-07-012022-09-300001083301wulf:NautilusJointVentureMember2022-01-012022-09-300001083301us-gaap:RetainedEarningsMember2021-02-082021-09-300001083301wulf:ElectricPowerPurchaseAgreementWithPowerAuthorityOfStateOfNewYorkMember2022-02-012022-02-280001083301srt:MaximumMemberwulf:NewTermFacilityMember2022-07-3100010833012022-07-310001083301wulf:NewTermFacilityMember2021-05-3100010833012021-05-3100010833012021-05-012021-05-310001083301us-gaap:VariableInterestEntityNotPrimaryBeneficiaryMember2022-09-300001083301wulf:TalenEnergyCorporationMember2022-01-012022-09-300001083301wulf:TalenEnergyCorporationMember2021-02-082021-09-300001083301wulf:CryptocurrencyMember2022-09-300001083301wulf:LongLivedAssetsHeldForSaleMember2021-01-012021-12-310001083301us-gaap:GoodwillMember2021-01-012021-12-3100010833012021-01-012021-12-310001083301us-gaap:VariableInterestEntityNotPrimaryBeneficiaryMember2022-01-012022-09-300001083301wulf:CryptocurrencyMember2022-01-012022-09-300001083301us-gaap:CapitalAdditionsMember2022-01-012022-09-300001083301wulf:NautilusJointVentureMemberus-gaap:SubsequentEventMember2022-10-010001083301wulf:NautilusJointVentureMember2022-08-270001083301srt:DirectorMemberus-gaap:RestrictedStockUnitsRSUMember2022-01-012022-09-300001083301wulf:ConsultantMemberus-gaap:RestrictedStockUnitsRSUMember2022-09-300001083301srt:DirectorMemberus-gaap:RestrictedStockUnitsRSUMember2022-09-3000010833012021-04-012021-09-3000010833012021-07-012021-09-300001083301us-gaap:RetainedEarningsMember2022-01-012022-09-300001083301us-gaap:PreferredStockMember2022-01-012022-09-300001083301us-gaap:DiscontinuedOperationsHeldforsaleMemberwulf:IkonicsIncMember2022-07-012022-09-300001083301wulf:IkonicsCorporationMember2022-08-050001083301us-gaap:DiscontinuedOperationsHeldforsaleMemberwulf:IkonicsIncMember2022-07-310001083301us-gaap:DiscontinuedOperationsHeldforsaleMemberwulf:IkonicsIncMember2022-04-1500010833012021-04-012021-12-3100010833012021-03-012021-03-3100010833012021-02-082021-02-280001083301wulf:NautilusJointVentureMemberwulf:OneTermLoanInvestorNovawulfDigitalMasterFundL.p.Member2021-12-010001083301wulf:FirstAmendmentTermLoanMember2021-12-310001083301wulf:NewTermFacilityMember2022-07-012022-07-310001083301wulf:NautilusJointVentureMemberwulf:OneTermLoanInvestorNovawulfDigitalMasterFundL.p.Member2021-12-012021-12-010001083301wulf:YaIiPnLtdMemberwulf:ConvertiblePromissoryNoteMember2022-08-012022-08-310001083301wulf:YaIiPnLtdMemberwulf:ConvertiblePromissoryNoteMember2022-07-012022-07-310001083301wulf:YaIiPnLtdMemberwulf:ConvertiblePromissoryNoteMember2022-06-022022-06-020001083301us-gaap:LoansPayableMember2022-09-300001083301wulf:ConvertiblePromissoryNoteMember2022-06-100001083301wulf:NautilusJointVentureMemberus-gaap:LoansPayableMemberwulf:OneTermLoanInvestorNovawulfDigitalMasterFundL.p.Member2021-12-010001083301wulf:NautilusJointVentureMemberus-gaap:LoansPayableMember2021-12-010001083301wulf:OneTermLoanInvestorNovawulfDigitalMasterFundL.p.Member2021-12-010001083301wulf:DelayedDrawTermLoanMemberwulf:OneTermLoanInvestorNovawulfDigitalMasterFundL.p.Memberus-gaap:SubsequentEventMember2022-10-070001083301wulf:DelayedDrawTermLoanMemberus-gaap:SubsequentEventMember2022-10-070001083301wulf:OneTermLoanInvestorNovawulfDigitalMasterFundL.p.Member2022-07-310001083301wulf:ConvertiblePromissoryNoteMemberwulf:StandbyEquityPurchaseAgreementMember2022-06-020001083301us-gaap:LoansPayableMember2021-12-010001083301us-gaap:SubsequentEventMember2022-10-250001083301us-gaap:SubsequentEventMember2022-10-240001083301wulf:YaIiPnLtdMemberwulf:ConvertiblePromissoryNoteMember2022-06-020001083301wulf:YaIiPnLtdMemberwulf:ConvertiblePromissoryNoteMember2022-01-012022-09-300001083301wulf:YaIiPnLtdMemberwulf:ConvertiblePromissoryNoteMember2022-09-300001083301wulf:AtmOfferingMember2022-04-300001083301us-gaap:OverAllotmentOptionMember2022-04-300001083301wulf:AtmOfferingMember2022-02-280001083301us-gaap:SubsequentEventMember2022-10-070001083301us-gaap:SubsequentEventMember2022-10-060001083301wulf:NewTermFacilityMember2022-07-310001083301us-gaap:DiscontinuedOperationsHeldforsaleMemberwulf:IkonicsIncMember2022-01-012022-09-300001083301us-gaap:DiscontinuedOperationsHeldforsaleMemberwulf:IkonicsIncMember2021-02-082021-09-3000010833012021-02-082021-09-3000010833012021-09-3000010833012021-02-070001083301wulf:IkonicsCorporationMember2021-06-250001083301wulf:ContingentValueRightsMember2022-07-012022-09-300001083301wulf:ContingentValueRightsMember2022-01-012022-09-300001083301wulf:IkonicsCorporationMember2021-06-252021-06-250001083301us-gaap:DiscontinuedOperationsHeldforsaleMemberwulf:IkonicsIncMember2021-12-310001083301wulf:ContingentValueRightsMemberus-gaap:FairValueInputsLevel2Member2022-09-300001083301wulf:ContingentValueRightsMember2022-09-300001083301us-gaap:FairValueInputsLevel2Member2022-09-300001083301wulf:ContingentValueRightsMemberus-gaap:FairValueInputsLevel3Member2021-12-310001083301us-gaap:FairValueInputsLevel3Memberwulf:LongLivedAssetsHeldForSaleMember2021-12-310001083301wulf:LongLivedAssetsHeldForSaleMember2021-12-310001083301wulf:ContingentValueRightsMember2021-12-310001083301us-gaap:FairValueInputsLevel3Member2021-12-310001083301wulf:NautilusJointVentureMember2022-09-300001083301wulf:NautilusJointVentureMember2021-12-310001083301wulf:FirstAmendmentTermLoanMember2022-01-012022-09-300001083301wulf:ConvertiblePromissoryNoteMember2022-01-012022-09-3000010833012022-07-012022-09-300001083301us-gaap:AdditionalPaidInCapitalMember2022-01-012022-09-300001083301wulf:FirstAmendmentTermLoanMember2022-09-3000010833012022-09-3000010833012021-12-3100010833012022-11-1400010833012022-01-012022-09-30wulf:subsidiarywulf:Dwulf:agreementxbrli:sharesiso4217:USDiso4217:USDxbrli:sharesxbrli:purewulf:segmentwulf:itemwulf:Votewulf:trancheutr:MWh

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

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 001-41163

TERAWULF INC.

(Exact name of registrant as specified in its charter)

DE

87-1909475

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

9 Federal Street

21601

Easton

MD

(Address of principal executive offices)

(State)

(Zip Code)

(410) 770-9500

(Registrant’s telephone number, including area code)

Securities registered pursuant to 12(b) of the Exchange Act:

Title of each class:

    

Trading Symbol(s)

    

Name of each exchange on which registered:

Common Stock, $0.001 par value per share

WULF

The Nasdaq 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. Yes No

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).  Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or 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

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by checkmark 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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes      No 

There were 128,369,109 shares of Common Stock outstanding as of November 14, 2022.

TERAWULF INC. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

TABLE OF CONTENTS

    

Page

Forward-Looking Statements

3

PART I — FINANCIAL INFORMATION

ITEM 1. Financial Statements

Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021

4

Consolidated Statements of Operations for the three months ended September 30, 2022 and 2021, the nine months ended September 30, 2022 and the period February 8, 2021 (date of inception) to September 30, 2021

5

Consolidated Statements of Stockholders’ Equity for the nine months ended September 30, 2022 and the period February 8, 2021 (date of inception) to September 30, 2021

6

Consolidated Statements of Cash Flows for the nine months ended September 30, 2022 and the period February 8, 2021 (date of inception) to September 30, 2021

7

Notes to Consolidated Financial Statements

8

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

36

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

48

ITEM 4. Controls and Procedures

48

PART II — OTHER INFORMATION

ITEM 1. Legal Proceedings

49

ITEM 1A. Risk Factors

49

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.

51

ITEM 3. Defaults Upon Senior Securities.

52

ITEM 4. Mine Safety Disclosures.

52

ITEM 5. Other Information.

52

ITEM 6. Exhibits

53

SIGNATURES

54

2

Forward-Looking Statements

This Quarterly Report contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management, and expected market growth are forward-looking statements. These forward- looking statements are contained principally in the sections entitled Risk Factors and Use of Proceeds. Without limiting the generality of the preceding sentence, any time we use the words expects, intends, will, anticipates, believes, confident, continue, propose, seeks, could, may, should, estimates, forecasts, might, goals, objectives, targets, planned, projects, and, in each case, their negative or other various or comparable terminology and similar expressions, we intend to clearly express that the information deals with possible future events and is forward-looking in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. For TeraWulf, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, without limitation:

conditions in the cryptocurrency mining industry, including any prolonged substantial reduction in cryptocurrency prices, which could cause a decline in the demand for TeraWulfs services;
competition among the various providers of data mining services;
economic or political conditions in the countries in which TeraWulf plans to do business, including civil uprisings, riots, terrorism, kidnappings, the taking of property without fair compensation and legislative changes;
currency exchange rate fluctuations;
employment workforce factors, including the loss of key employees;
the ability to implement certain business objectives and the ability to timely and cost-effectively execute integrated projects;
changes in governmental safety, health, environmental and other regulations, which could require significant expenditures;
liability related to the use of TeraWulfs services;
the ability to successfully complete merger, acquisition or divestiture plans, regulatory or other limitations imposed as a result of a merger, acquisition or divestiture, and the success of the business following a merger, acquisition or divestiture; and
other risks, uncertainties and factors included or incorporated by reference in this Quarterly Report, including those set forth under Risk Factors and those included under the heading Risk Factors in our registration statement on Form S-4, which is incorporated by reference into this Quarterly Report.

These forward-looking statements reflect our views with respect to future events as of the date of this Quarterly Report and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent our estimates and assumptions only as of the date of this Quarterly Report and, except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this Quarterly Report. We anticipate that subsequent events and developments will cause our views to change. You should read this Quarterly Report completely and with the understanding that our actual future results may be materially different from what we expect. Our forward-looking statements do not reflect the potential impact of any future acquisitions, merger, dispositions, joint ventures or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements.

3

PART I: FINANCIAL INFORMATION
ITEM 1.Financial Statements

TERAWULF INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2022 AND DECEMBER 31, 2021

(In thousands, except number of shares and par value)

    

September 30, 2022

    

December 31, 2021

ASSETS

 

  

 

  

CURRENT ASSETS:

 

  

 

  

Cash and cash equivalents

$

4,466

$

43,448

Restricted cash

 

7,265

 

3,007

Digital currency, net

60

Prepaid expenses

 

3,140

 

1,494

Amounts due from related parties

647

Other current assets

 

1,174

 

108

Current assets held for sale

 

 

19,348

Total current assets

 

16,105

 

68,052

Equity in net assets of investee

 

76,727

 

104,280

Property, plant and equipment, net

 

202,130

 

91,446

Right-of-use asset

 

12,194

 

1,024

Other assets

 

2,710

 

109

TOTAL ASSETS

$

309,866

$

264,911

LIABILITIES AND STOCKHOLDERS' EQUITY

 

  

 

  

CURRENT LIABILITIES:

 

  

 

  

Accounts payable

$

18,278

$

11,791

Accrued construction liabilities

 

4,701

 

3,892

Other accrued liabilities

 

10,287

 

3,771

Share based liabilities due to related party

 

12,500

 

12,500

Other amounts due to related parties

 

2,477

 

60

Contingent value rights

 

10,594

 

12,000

Current portion of operating lease liability

 

41

 

88

Insurance premium financing payable

130

Convertible promissory note

11,926

Current portion of long-term debt

34,625

Current liabilities held for sale

 

 

1,755

Total current liabilities

 

105,559

 

45,857

Operating lease liability, net of current portion

 

958

 

992

Deferred tax liabilities, net

256

Long-term debt

 

81,506

 

94,627

TOTAL LIABILITIES

 

188,023

 

141,732

Commitments and Contingencies (See Note 12)

 

  

 

  

STOCKHOLDERS' EQUITY:

 

  

 

  

Preferred stock, $0.001 par value, 25,000,000 authorized at September 30, 2022 and December 31, 2021; 9,566 and 0 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively

 

9,804

 

Common stock, $0.001 par value, 200,000,000 authorized at September 30, 2022 and December 31, 2021; 115,446,401 and 99,976,253 issued and outstanding at September 30, 2022 and December 31, 2021, respectively

 

115

 

100

Additional paid-in capital

 

273,978

 

218,762

Accumulated deficit

 

(162,054)

 

(95,683)

Total stockholders' equity

 

121,843

 

123,179

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$

309,866

$

264,911

See Notes to Consolidated Financial Statements.

4

TERAWULF INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021, THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND THE PERIOD FEBRUARY 8, 2021 (DATE OF INCEPTION) TO SEPTEMBER 30, 2021

(In thousands, except number of shares and loss per common share)

Three Months Ended

Nine Months Ended

Period February 8, 2021 (date of inception) to

    

September 30, 

    

September 30, 

September 30, 

    

2022

2021

2022

2021

Revenue

$

3,864

$

$

5,466

$

Cost of revenue (exclusive of depreciation shown below)

 

5,181

5,804

 

Gross profit

 

(1,317)

 

 

(338)

 

 

Cost of operations:

 

  

 

  

 

  

 

  

 

Operating expenses

 

261

1,689

93

 

Operating expenses - related party

603

36

812

911

Selling, general and administrative expenses

 

5,934

3,963

16,253

6,747

 

Selling, general and administrative expenses - related party

2,948

2,035

8,187

4,226

Depreciation

1,515

1,719

Realized gain on sale of digital currency

(127)

(127)

Impairment of digital currency

119

682

Loss on nonmonetary miner exchange

804

804

Total cost of operations

 

12,057

 

6,034

 

30,019

 

11,977

 

Operating loss

 

(13,374)

 

(6,034)

 

(30,357)

 

(11,977)

 

Interest expense

 

(7,230)

(16,691)

 

Loss before income tax and equity in net loss of investee

 

(20,604)

 

(6,034)

 

(47,048)

 

(11,977)

 

Income tax benefit

 

256

256

 

Equity in net loss of investee, net of tax

 

(12,739)

(188)

(14,611)

(328)

 

Loss from continuing operations

 

(33,087)

 

(6,222)

 

(61,403)

 

(12,305)

 

Loss from discontinued operations, net of tax

 

(901)

(4,437)

 

Net loss

(33,988)

(6,222)

(65,840)

(12,305)

Preferred stock dividends

(247)

(531)

Net loss attributable to common stockholders

$

(34,235)

$

(6,222)

$

(66,371)

$

(12,305)

Loss per common share:

 

  

 

  

 

  

 

  

Continuing operations

$

(0.31)

$

(0.07)

$

(0.59)

$

(0.15)

Discontinued operations

 

(0.01)

 

-

 

(0.04)

 

-

Basic and diluted

$

(0.32)

$

(0.07)

$

(0.63)

$

(0.15)

Weighted average common shares outstanding:

 

Basic and diluted

 

108,839,269

89,328,574

104,391,923

82,577,615

See Notes to Consolidated Financial Statements.

5

TERAWULF INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND THE PERIOD FEBRUARY 8, 2021 (DATE OF INCEPTION) TO SEPTEMBER 30, 2021

(In thousands, except number of shares)

Redeemable Convertible

  

  

    

Preferred Stock (1)

  

Preferred Stock

Common Stock

    

Additional

    

Accumulated

    

  

    

Number

    

Amount

  

  

Number

    

Amount

    

Number

    

Amount

    

Paid-in Capital

    

Deficit

    

Total

Balances as of December 31, 2021

 

$

 

$

99,976,253

$

100

$

218,762

$

(95,683)

$

123,179

Issuance of Series A Convertible Preferred Stock, net of issuance costs

 

9,566

9,273

 

9,273

Warrant issuance in conjunction with debt offering

5,764

5,764

Stock-based compensation expense

1,050

1,050

Issuance of common stock, net of issuance costs

 

15,470,148

15

48,402

 

48,417

Preferred stock dividends

531

(531)

Net loss

 

(65,840)

 

(65,840)

Balances as of September 30, 2022

 

$

 

9,566

$

9,804

115,446,401

$

115

$

273,978

$

(162,054)

$

121,843

Redeemable Convertible

  

  

    

Preferred Stock (1)

  

Preferred Stock

Common Stock

    

Additional

    

Accumulated

    

  

    

Number

    

Amount

  

  

Number

    

Amount

    

Number

    

Amount

    

Paid-in Capital

    

Deficit

    

Total

Balances as of February 8, 2021

 

$

 

$

$

$

$

$

Issuance of Series A Preferred Stock, net of issuance costs

2,000,000

49,315

Issuance of common stock, net of issuance costs

50,000,000

50

29,892

29,942

Net loss

 

(12,305)

(12,305)

Balances as of September 30, 2021

 

2,000,000

$

49,315

 

$

50,000,000

$

50

$

29,892

$

(12,305)

$

17,637

See Notes to Consolidated Financial Statements.

6

TERAWULF INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND THE PERIOD FEBRUARY 8, 2021 (DATE OF INCEPTION) TO SEPTEMBER 30, 2021

(In thousands)

Nine Months Ended

Period February 8, 2021 (date of inception) to

    

September 30, 

September 30, 

    

2022

2021

CASH FLOWS FROM OPERATING ACTIVITIES:

  

  

Net loss

$

(65,840)

$

(12,305)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

Amortization of debt issuance costs, commitment fees and accretion of debt discount

 

7,468

 

Common stock issued for interest expense

82

Stock-based compensation expense

1,050

Depreciation

1,719

Increase in digital currency from mining

(3,561)

Impairment of digital currency

682

Realized gain on sale of digital currency

(127)

Proceeds from sale of digital currency

2,946

Loss on nonmonetary miner exchange

804

Equity in net loss of investee, net of tax

 

14,611

328

 

Loss from discontinued operations, net of tax

 

4,437

 

Changes in operating assets and liabilities:

 

 

Increase in prepaid expenses

 

(1,218)

(2,568)

 

Decrease in amounts due from related parties

647

Increase in other current assets

 

(1,129)

(56)

 

Decrease in right-of-use asset

 

53

32

 

Increase in other assets

 

(879)

(567)

 

Increase in accounts payable

 

3,575

1,547

 

Decrease in accrued construction liabilities

 

(3,892)

 

Increase in other accrued liabilities

 

4,522

2,813

 

Increase in other amounts due to related parties

 

2,417

1,440

 

Decrease in deferred tax liabilities, net

(256)

Increase in operating lease liability

 

185

26

 

Net cash used in operating activities from continuing operations

 

(31,704)

 

(9,310)

 

Net cash used in operating activities from discontinued operations

 

(1,303)

 

Net cash used in operating activities

 

(33,007)

 

(9,310)

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

  

 

  

 

Investments in joint venture, including direct payments made on behalf of joint venture

 

(37,997)

(51,483)

 

Reimbursable payments for deposits on plant and equipment made on behalf of a joint venture or joint venture partner

 

(11,741)

(38,466)

 

Reimbursement of payments for deposits on plant and equipment made on behalf of a joint venture or joint venture partner

 

11,716

38,466

 

Reimbursement from joint venture partner for deposits on plant and equipment contributed to the joint venture

11,850

Purchase of and deposits on plant and equipment

 

(50,549)

(30,463)

 

Proceeds from sale of net assets held for sale

13,500

Net cash used in investing activities

 

(75,071)

 

(70,096)

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

  

 

  

 

Proceeds from issuance of long-term debt, net of issuance costs paid of $38 and $0

14,962

Proceeds from insurance premium financing

4,854

Principal payments on insurance premium financing

(4,724)

Proceeds from issuance of common stock, net of issuance costs paid of $142 and $0

 

36,828

30,000

 

Proceeds from issuance of preferred stock

 

9,566

50,000

 

Proceeds from issuance of convertible promissory note

14,700

Principal payments on convertible promissory note

(2,832)

Net cash provided by financing activities

 

73,354

 

80,000

 

Net change in cash and cash equivalents and restricted cash

 

(34,724)

 

594

 

Cash and cash equivalents and restricted cash at beginning of period

 

46,455

 

Cash and cash equivalents and restricted cash at end of period

$

11,731

$

594

Cash paid during the period for:

 

  

 

  

Interest

$

9,220

$

Income taxes

$

$

See Notes to Consolidated Financial Statements.

7

Table of Contents

TERAWULF INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION

Organization

On December 13, 2021 (the “Closing Date”), TeraWulf Inc. (formerly known as Telluride Holdco, Inc.), a Delaware corporation, completed the previously announced strategic business combination pursuant to the agreement and plan of merger, dated as of June 24, 2021 (as amended, supplemented or otherwise modified prior to the Closing Date, the “Merger Agreement”), by and among TeraWulf Inc., IKONICS Corporation, a Minnesota corporation (“IKONICS”), TeraCub Inc. (formerly known as TeraWulf Inc.), a Delaware corporation that was formed on February 8, 2021 (“TeraCub”) and certain holding companies and subsidiaries created to effect the merger. In connection with the consummation of the mergers, Telluride Holdco, Inc. was renamed TeraWulf Inc., and TeraWulf Inc. was renamed TeraCub Inc. TeraWulf Inc. and its subsidiaries are referred to in these consolidated financial statements as “TeraWulf” or the “Company.”

TeraWulf’s planned principal operations consist of developing, constructing and operating bitcoin mining facilities in the United States that are fueled by clean, low cost and reliable power sources. The Company expects to operate a portfolio of bitcoin mining facilities, either wholly-owned or through joint ventures, that each deploy a series of powerful computers that solve complex cryptographic algorithms to mine bitcoin and validate transactions on the bitcoin network. Substantially all of TeraWulf’s revenue will be derived from two primary sources: earning bitcoin rewards and transaction fees for validating transactions. The Company will also leverage its available digital infrastructure to provide miner hosting services to third parties whereby the Company holds an option to purchase the hosted miners in the future at a discounted purchase price. Accordingly, the hosting agreements, including existing executed agreements, may include Company options to purchase the hosted mining equipment. While the Company may choose to mine other cryptocurrencies in the future, it has no plans to do so currently.

TeraWulf’s two bitcoin mining facilities are in New York (the “Lake Mariner Facility”) and Pennsylvania (the “Nautilus Cryptomine Facility”). Mining operations commenced at the Lake Mariner Facility during the three months ended March 31, 2022 and the Company has energized building one and substantially completed the construction of building two as of September 30, 2022. The Nautilus Cryptomine Facility is being developed and constructed through a joint venture (see Note 11) and remains under construction as of September 30, 2022. The Lake Mariner Facility is wholly-owned. In May 2021, TeraWulf created three wholly-owned subsidiaries to facilitate ownership of bitcoin mining facilities or joint venture interests related thereto. Lake Mariner Data LLC and Kyalami Data LLC are subsidiaries involved in developing wholly-owned bitcoin mining facilities in New York. As of the date these consolidated financial statements were available to be issued, Kayalami Data LLC was inactive. TeraWulf (Thales) LLC (“Thales”) is a subsidiary holding interests in a joint venture involved in developing bitcoin mining facilities in Pennsylvania (see Note 11).

IKONICS’ traditional business was the development and manufacturing of high-quality photochemical imaging systems for sale primarily to a wide range of printers and decorators of surfaces. Customers’ applications were primarily screen printing and abrasive etching. TeraWulf initially classified the IKONICS business as held for sale and discontinued operations in these consolidated financial statements. During the three months ended September 30, 2022, the Company completed sales of substantially all of IKONICS’ historical net assets (see Note 4). Subsequent to the asset sales, IKONICS’ name was changed to RM 101 Inc. (“RM 101”).

Risks and Uncertainties

Liquidity and Financial Condition

The Company incurred a net loss attributable to common stockholders of $66.4 million, including a net impairment charge (net of a contingent consideration remeasurement gain) of $4.4 million included in loss from discontinued operations, net of tax related to the acquired IKONICS business (see Notes 3 and 4), and negative cash flows from operations of $33.0 million for the nine months ended September 30, 2022. As of September 30, 2022, the Company had balances of cash and cash equivalents and restricted cash of $11.7 million, a working capital deficiency of $89.5 million, total stockholders’ equity of $121.9 million and an accumulated deficit of $162.1 million. The Company has commenced mining activities, however not yet to the scale required to support its principal operations. The Company has relied primarily on proceeds from its issuances of debt and equity and sale of bitcoin mined to fund its principal operations.

8

Table of Contents

TERAWULF INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In accordance with development of its bitcoin mining facilities, during the nine months ended September 30, 2022, the Company invested approximately $50.5 million for purchases of and deposits on plant and equipment, including deposits on miners under miner purchase agreements (see Note 12). Also, during the nine months ended September 30, 2022, the Company invested $38.0 million, net in its joint venture and has commitments under its joint venture agreement as detailed in Note 11. The Company will need additional capital in order to meet these obligations in accordance with the existing contractual terms and to fund the planned development of its bitcoin mining facilities. Until TeraWulf is able to generate positive cash flows from operations, TeraWulf expects to fund its business operations and infrastructure buildout through the issuance of debt or equity securities, sales of mined bitcoin or through the provision of miner hosting services. During the nine months ended September 30, 2022, the Company entered into an At Market Issuance Sales Agreement for sale of shares of Common Stock having an aggregate offering price of up to $200.0 million (the “ATM Offering”). The issuance of Common Stock under this agreement will be made pursuant to the Company’s effective registration statement on Form S-3 (Registration statement No. 333-262226). During the nine months ended September 30, 2022, the Company issued Common Stock, including under the ATM Offering, for net cash proceeds of $36.8 million, preferred stock for net cash proceeds of $9.6 million and a convertible promissory note for net cash proceeds of $14.7 million (see Notes 13 and 10). Subsequent to September 30, 2022, the Company issued Common Stock for gross proceeds of $9.4 million and drew down $7.5 million from the commitment under its long-term debt agreement (see Notes 9 and 17). There can be no assurance that the ATM Offering will provide sufficient capital or that any other financing will be successfully consummated on acceptable terms and volume, if at all, which may impact the timing or scale of TeraWulf’s planned development and the Company’s ability to meet ongoing business needs and financial commitments. In the event TeraWulf is unable to raise additional capital, TeraWulf may seek alternative arrangements or potential partnerships in order to fund its planned development. In the opinion of management, while it expects to be successful in its fundraising efforts, these factors, which include elements of capital acquisition outside the control of the Company, raise substantial doubt about TeraWulf’s ability to continue as a going concern through at least the next twelve months. The consolidated financial statements do not include any adjustments that might result from TeraWulf’s possible inability to continue as a going concern.

COVID-19

The Company’s results of operations could be adversely affected by general conditions in the economy and in the global financial markets, including conditions that are outside of the Company’s control, such as the outbreak and global spread of the novel coronavirus disease (“COVID-19”). The COVID-19 pandemic that was declared on March 11, 2020 has caused significant economic dislocation in the United States and globally as governments across the world, including the United States, introduced measures aimed at preventing the spread of COVID-19. The spread of COVID-19 and the imposition of related public health measures have resulted in, and are expected to continue to result in, increased volatility and uncertainty in the cryptocurrency space. Any severe or prolonged economic downturn, as result of the COVID-19 pandemic or otherwise, could result in a variety of risks to the business and management cannot anticipate all the ways in which the current economic climate and financial market conditions could adversely impact its business.

The Company may experience disruptions to its business operations resulting from supply interruptions (including miner delivery interruptions), quarantines, self-isolations, or other movement and restrictions on the ability of its employees or its counterparties to perform their jobs and provide services. The Company may also experience delays in construction and obtaining necessary equipment in a timely fashion. If the Company is unable to effectively set up and service its miners, its ability to mine bitcoin will be adversely affected. The future impact of the COVID-19 pandemic is still highly uncertain and there is no assurance that the COVID-19 pandemic or any other pandemic, or other unfavorable global economic, business or political conditions, will not materially and adversely affect the Company’s business, prospects, financial condition, and operating results.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. In the opinion of the Company, the accompanying unaudited interim consolidated financial statements reflect all adjustments, consisting of only normal recurring adjustments, considered necessary for a fair statement of such interim results.

9

Table of Contents

TERAWULF INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The results for the unaudited interim consolidated statements of operations are not necessarily indicative of results to be expected for the year ending December 31, 2022 or for any future interim period. The unaudited interim consolidated financial statements do not include all the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited interim financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

The unaudited interim consolidated financial statements include the accounts of the Company as described in Note 1. All significant intercompany accounts and transactions have been eliminated.

Use of Estimates in the Financial Statements

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are used for (but are not limited to) such items as the fair values of assets acquired and liabilities assumed in business combinations, the fair value of contingent consideration issued in a business combination, the establishment of useful lives for property, plant and equipment and intangible assets, the impairment of goodwill and held for sale assets, the fair value of equity securities or warrants to purchase common stock issued as a component of a debt offering, the fair value of stock-based compensation, the fair value of assets received in non-monetary transactions, the establishment of right-of-use assets and lease liabilities that arise from leasing arrangements, the timing of commencement of capitalization for plant and equipment, recoverability of deferred tax assets and the recording of various accruals. These estimates are made after considering past and current events and assumptions about future events. Actual results could differ from those estimates.

Supplemental Cash Flow Information

The following table shows supplemental cash flow information (in thousands):

Nine Months Ended

Period February 8, 2021 (date of inception) to

    

September 30, 

September 30, 

    

2022

2021

Supplemental disclosure of non-cash activities:

  

  

Right-of-use asset obtained in exchange for lease obligation

$

11,223

$

1,076

Contribution of deposits on plant and equipment to joint venture

$

$

11,850

Deferred financing costs in accrued liabilities

$

$

345

Common stock issuance costs in accounts payable

$

150

$

Preferred stock issuance costs in other accrued liabilities or accounts payable

$

293

$

185

Purchases of and deposits on plant and equipment in accounts payable, accrued construction liabilities, other accrued liabilities and long-term debt

$

10,100

$

1,647

Investment in joint venture in other accrued liabilities and long-term debt

$

2,043

$

Increase to preferred stock liquidation preference from accumulating dividends

$

531

$

Convertible promissory note deferred issuance costs in accounts payable

$

104

$

Common stock issued pursuant to operating lease amendment

$

11,489

$

Common stock issued for payment on convertible promissory note

$

168

$

Common stock warrants issued for long-term debt commitment fee

$

2,306

$

Common stock warrants issued for discount on long-term debt

$

3,458

$

Decrease to investment in joint venture and increase in plant and equipment for distribution or transfer of nonmonetary assets

$

51,978

$

10

Table of Contents

TERAWULF INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Cash and Cash Equivalents

Highly liquid instruments with an original maturity of three months or less are classified as cash equivalents. The Company maintains cash and cash equivalent balances primarily at three financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”). The Company’s accounts at these institutions are insured, up to $250,000, by the FDIC. As of September 30, 2022, the Company’s bank balances exceeded the FDIC insurance limit in an amount of $3.9 million. To reduce its risk associated with the failure of such financial institutions, the Company evaluates at least annually the rating of the financial institutions in which it holds deposits. As of September 30, 2022 and December 31, 2021, the Company had cash and cash equivalents of $4.5 million and $43.4 million, respectively.

Restricted Cash

The Company considers cash and marketable securities to be restricted when withdrawal or general use is legally restricted. The Company reports restricted cash in the consolidated balance sheets and determines current or non-current classification based on the expected duration of the restriction. The restricted cash included in the consolidated balance sheets as of September 30, 2022 is restricted as to use primarily due to being held in escrow in accordance with an asset purchase agreement governing the sale of certain RM 101 assets (see Note 4). The restricted cash included in the consolidated balance sheets as of December 31, 2022 is restricted as to use due to being held as a construction escrow by a third-party escrow agent.

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets that total to the amounts shown in the consolidated statements of cash flows (in thousands):

September 30, 2022

    

December 31, 2021

Cash and cash equivalents

    

$

4,466

    

$

43,448

Restricted cash

 

7,265

 

3,007

Cash and cash equivalents and restricted cash

$

11,731

$

46,455

Segment Reporting

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision–making group, in deciding how to allocate resources and in assessing performance. Our chief operating decision–making group (“CODM”) is composed of the chief executive officer, chief operating officer and chief strategy officer. The Company currently operates in the Digital Currency Mining segment and through its ownership of IKONICS operated, prior to the sale of IKONICS’ net assets held for sale, in the Imaging Technology segment (see Note 4). The Company’s mining operations are located in the United States, and the Company has employees only in the United States and views its mining operations as one operating segment as the CODM reviews financial information on a consolidated basis in making decisions regarding resource allocations and assessing performance.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets (generally 5 years for computer equipment and 4 years for mining equipment). Leasehold improvements and electrical equipment are depreciated over the shorter of their estimated useful lives or the lease term. Property, plant and equipment includes deposits, amounting to approximately $87.3 million and $70.6 as of September 30, 2022 and December 31, 2021, respectively, on purchases of such assets, including miners, which would be included in property, plant and equipment upon receipt.

Interest related to construction of assets is capitalized when the financial statement effect of capitalization is material, construction of the asset has begun, and interest is being incurred. Interest capitalization ends at the earlier of the asset being substantially complete and ready for its intended use or when interest costs are no longer being incurred.

11

Table of Contents

TERAWULF INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Leases

The Company determines if an arrangement is a lease at inception and, if so, classifies the lease as an operating or finance lease. Operating leases are included in right-of-use (“ROU”) asset, current portion of operating lease liabilities, and long-term lease operating liabilities in the consolidated balance sheets. Finance leases are included in property, plant and equipment, current portion of finance lease liabilities, and long-term finance lease liabilities in the consolidated balance sheets. The Company does not recognize a ROU asset or lease liability for short-term leases having initial terms of 12 months or less and instead recognizes rent expense on a straight-line basis over the lease term. In an arrangement that is determined to be a lease, the Company includes both the lease and nonlease components as a single component and accounts for it as a lease when the Company would otherwise recognize the cost associated with both the lease and nonlease components in a similar fashion.

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease ROU assets and liabilities are recognized at commencement date, and subsequently remeasured upon changes to the underlying lease arrangement, based on the present value of lease payments over the lease term. If the lease does not provide an implicit rate or if the implicit rate is not determinable, the Company generally uses an estimate of its incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at the commencement date. The ROU asset also includes any lease prepayments made and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

Costs associated with operating lease ROU assets are recognized on a straight-line basis within operating expenses or selling, general and administrative, as appropriate, over the term of the lease. Finance ROU lease assets are amortized within operating expenses or selling, general and administrative, as appropriate, on a straight-line basis over the shorter of the estimated useful lives of the assets or, in the instance where title does not transfer at the end of the lease term, the lease term. The interest component of a finance lease is included in interest expense and recognized using the effective interest method over the lease term.

As of September 30, 2022 and December 31, 2021, the Company is not a counterparty to any finance leases.

Debt Issuance Costs and Debt Discount

Debt issuance costs and debt discount are recorded as a direct reduction of the carrying amount of the debt and are amortized to interest expense using the effective interest method over the contractual term of the debt.  Debt issuance costs include incremental third-party costs directly related to debt issuance such as attorney and financial advisor fees. Debt discount includes upfront fees and proceeds allocated to other components included in the debt issuance. The allocation of proceeds between the debt instrument and any other components included in the debt issuance, including common stock or warrants to purchase common stock, is generally based on the relative fair value allocation method.

Debt Modification

The Company evaluates amendments to its debt instruments in accordance with applicable U.S. GAAP. This evaluation includes comparing the net present value of future cash flows of the amended debt to that of the original debt to determine if a change greater than 10 percent occurred. In instances where the net present value of future cash flows changed more than 10 percent, the Company applies extinguishment accounting. In instances where the net present value of future cash flows changed less than 10 percent, the Company accounts for the amendment to the debt as a debt modification. Gains and losses on debt amendments that are considered extinguishments are recognized in current earnings. Debt amendments that are considered debt modifications are accounted for prospectively through yield adjustments, based on the revised terms. Legal fees and other costs incurred with third parties that are directly related to debt modifications are expensed as incurred and generally are included in interest expense in the consolidated statements of operations. Amounts paid by the Company to the lenders, including upfront fees and the fair value of warrants issued, are included in future cash flows for accounting treatment determination and, if debt modification is applicable, are also included in the determination of yield adjustment.

Convertible Instruments

12

Table of Contents

TERAWULF INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company accounts for its issuance of debt and equity instruments in accordance with applicable U.S. GAAP. In connection with that accounting, the Company assesses the various terms and features of the agreement to determine if any such feature is a derivative in accordance with Financial Accounting Standards Board (“FASB”) ASC No. 815 “ Derivatives and Hedging Activities” (“ASC No. 815”). ASC No. 815 requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. The criteria includes circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) a convertible promissory note that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable U.S. GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

Nonmonetary Transactions

The Company accounts for goods received in nonmonetary transactions at fair value unless the underlying exchange transaction lacks commercial substance or the fair value of the assets received or relinquished is not reasonably determinable, in which case the nonmonetary exchange would be measured based on the recorded amount of the nonmonetary asset relinquished.

Stock Issuance Costs

Stock issuance costs are recorded as a reduction to issuance proceeds. Stock issuance costs incurred prior to the closing of the related issuances, including under shelf registration statements, are recorded in other assets in the consolidated balance sheets if the closing of the related issuance is deemed probable.

Held for Sale and Discontinued Operations Classification

The Company classifies a business as held for sale in the period in which management commits to a plan to sell the business, the business is available for immediate sale in its present condition, an active program to complete the plan to sell the business is initiated, the sale of the business within one year is probable and the business is being marketed at a reasonable price in relation to its fair value.

Newly acquired businesses that meet the held-for-sale classification criteria upon acquisition are reported as discontinued operations. Upon a business’ classification as held for sale, net assets are measured for impairment. An impairment loss is recorded for goodwill when a reporting unit’s goodwill carrying value exceeds its implied fair value. An impairment loss is recorded for long-lived assets held for sale when the carrying amount of the asset exceeds its fair value less cost to sell. Other assets and liabilities are generally measured for impairment by comparing their carrying values to their respective fair values. A long-lived asset shall not be depreciated or amortized while it is classified as held for sale.

Revenue Recognition

The Company recognizes revenue under the FASB ASC 606 “Revenue from Contracts with Customers” (“ASC 606”). The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

Step 1: Identify the contract with the customer
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Recognize revenue when the Company satisfies a performance obligation

13

Table of Contents

TERAWULF INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract).

If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct.

The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following:

Variable consideration
Constraining estimates of variable consideration
The existence of a significant financing component in the contract
Noncash consideration
Consideration payable to a customer

Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate.

Mining pools

The Company has entered into an arrangement with a cryptocurrency mining pool to provide computing power to the mining pool. The arrangement is terminable at any time by either party and our enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. The mining pool applies the Full Pay Per Share (“FPPS”) model. Under the FPPS model, in exchange for providing computing power to the pool, the Company is entitled to compensation, calculated on a daily basis, at an amount that approximates the total bitcoin that could have been mined using the Company’s computing power, based upon the then current blockchain difficulty. Under this model, the Company is entitled to compensation regardless of whether the pool operator successfully records a block to the bitcoin blockchain. Fair value of the cryptocurrency award received is determined using the quoted price of the related cryptocurrency at the time of contract inception.

There is no significant financing component in these transactions. There may be, however, consideration payable to the customer in the form of a pool operator fee; this fee will be deducted from the proceeds the Company receives and will be recorded as contra-revenue, as it does not represent a payment for a distinct good or service.

14

Table of Contents

TERAWULF INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Providing computing power in cryptocurrency transaction verification services is an output of the Company’s ordinary activities. The provision of providing such computing power is a performance obligation. The transaction consideration the Company receives is non-cash consideration and is all variable. Fair value of the cryptocurrency award received for cryptocurrency transaction verification services is determined using the quoted price of the related cryptocurrency at the time of receipt. There is no significant financing component in these transactions.

The Company provides miner hosting services to customers. Hosting revenue is recognized in accordance with ASC 606 over the period of service and customers are invoiced monthly. The Company recorded miner hosting revenue of approximately $1.4 million and $1.8 million during the three and nine months ended September 30, 2022, respectively.

Cryptocurrencies

Cryptocurrencies, including bitcoin, are included in current assets in the consolidated balance sheets. Cryptocurrencies purchased will be recorded at cost and cryptocurrencies awarded to the Company through mining activities will be accounted for in connection with the Company’s revenue recognition policy disclosed above.

Cryptocurrencies will be accounted for as intangible assets with indefinite useful lives. An intangible asset with an indefinite useful life is not amortized but assessed for impairment on a daily basis. Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the cryptocurrency at the time its fair value is being measured. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, the Company is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted.

Purchases of cryptocurrencies, if any, made by the Company will be included within investing activities in the consolidated statements of cash flows, while cryptocurrencies awarded to the Company through its mining activities will be included within operating activities in the consolidated statements of cash flows. The sales of cryptocurrencies will be included within investing activities in the consolidated statements of cash flows and any realized gains or losses from such sales will be included in realized gain on sale of digital currency in the consolidated statements of operations. The Company will account for its gains or losses in accordance with the first in first out (“FIFO”) method of accounting. The following table presents digital currency activity (in thousands):

Nine Months Ended

Period February 8, 2021 (date of inception) to

September 30, 

September 30, 

2022

2021

Beginning balance

$

$

Revenue recognized

 

3,631

 

Proceeds from sale

(2,946)

Realized gain on sale

127

Impairment

 

(682)

 

Receivable from mining pool

(70)

Ending balance

$

60

$

Stock-based Compensation

The Company periodically issues restricted stock units to employees and non-employees in non-capital raising transactions for services. In accordance with the authoritative guidance for share-based payments FASB ASC 718 “Compensation – Stock Compensation,” the Company measures stock-based compensation cost at the grant date, based on the estimated fair value of the award. Expense for restricted stock units and stock options is recognized on a straight-line basis over the employee’s requisite service period. The Company accounts for forfeitures as they occur. The Company recognizes excess tax benefits or deficiencies on vesting or

15

Table of Contents

TERAWULF INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

settlement of awards as discrete items within income tax benefit or provision within net income (loss) and the related cash flows are classified within operating activities.

Power Curtailment Credits

Payments received for participation in demand response programs are recorded as a reduction in cost of revenue in the consolidated statements of operations. The Company recorded power curtailment credits of approximately $0.1 million during the nine months ended September 30, 2022.

Loss per Share

The Company computes earnings (loss) per share using the two-class method required for participating securities. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed.

Basic loss per share of common stock is computed by dividing the Company’s net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share reflects the effect on weighted average shares outstanding of the number of additional shares outstanding if potentially dilutive instruments, if any, were converted into common stock using the treasury stock method or as-converted method, as appropriate. The computation of diluted loss per share does not include dilutive instruments in the weighted average shares outstanding, as they would be anti-dilutive. The Company’s dilutive instruments or participating securities as of September 30, 2022 include convertible preferred stock, a convertible promissory note, common stock warrants and restricted stock units issued for services. The Company had no dilutive instruments or participating securities as of December 31, 2021.

Concentrations

The Company or its joint venture have contracted with two suppliers for the provision of bitcoin miners. One supplier, Minerva Semiconductor Corp., for the joint venture continues to deliver miners, but is well behind on its miner delivery schedule due to COVID-19 lockdowns, power shortages and other operational issues at its factory. Although the supplier has committed to fulfilling its performance obligations with increased future production levels, shipments of miners have continued to be delayed.

The Company has currently contracted with one mining pool operator and one cryptocurrency custodian. The Company does not believe that these counterparties represent a significant performance risk.

The Company operates bitcoin mining facilities. While the Company may choose to mine other cryptocurrencies in the future, it has no plans to do so currently. If the market value of bitcoin declines significantly, the consolidated financial condition and results of operations of the Company may be adversely affected.

Recent Accounting Standards

In June 2022, the FASB issued Accounting Standards Update 2022-03, “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions” (“ASU 2022-03”).  ASU 2022-03 was issued to (1) to clarify the guidance in Topic 820, Fair Value Measurement, when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security, (2) to amend a related illustrative example and (3) to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. The amendments in this update are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The Company is evaluating the impact of the accounting and disclosure requirements of ASU 2022-03 on the Company’s consolidated financial statements and disclosures.

NOTE 3 – BUSINESS COMBINATION

On June 25, 2021, TeraCub entered into the Merger Agreement with IKONICS, a public company registered on the National Association of Securities Dealers Automated Quotations (“Nasdaq”), pursuant to which, among other things, TeraCub would

16

Table of Contents

TERAWULF INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

effectively acquire IKONICS and become a publicly traded company on the Nasdaq, which was the primary purpose of the business combination. The closing date of the acquisition was December 13, 2021. Under the terms of the Merger Agreement, each share of IKONICS common stock issued and outstanding immediately prior to the transaction close, as defined (the “Closing”), was automatically converted into and exchanged for (i) one validly issued, fully paid and nonassessable share of Common Stock of the surviving public company, TeraWulf, (ii) one contractual contingent value right (“CVR”) to a Contingent Value Rights Agreement (“CVR Agreement” as discussed below) and (iii) the right to receive $5.00 in cash, without interest. Pursuant to the CVR Agreement, each shareholder of IKONICS as of immediately prior to the Closing, received one non-transferable CVR for each outstanding share of common stock of IKONICS then held. The holders of the CVRs are entitled to receive 95% of the Net Proceeds (as defined in the CVR Agreement), if any, from the sale, transfer, disposition, spin-off, or license of all or any part of the pre-merger business of IKONICS. Payments under the CVR Agreement are calculated quarterly and are subject to a reserve of up to 10% of the Gross Proceeds (as defined in the CVR Agreement) from such transaction or more under certain conditions. The CVRs do not confer to the holders thereof any voting or equity or ownership interest in TeraWulf. The CVRs are not transferable, except in limited circumstances, and will not be listed on any quotation system or traded on any securities exchange. The CVR Agreement will terminate after all payment obligations to the holders thereof have been satisfied. Holders of CVRs will not be eligible to receive payment for dispositions, if any, of any part of the pre-merger business of IKONICS after the eighteen-month anniversary of the Closing.

On April 15, 2022, a Definitive Agreement was signed whereby IKONCS agreed to sell a certain property, including a warehouse, to a third party for $7.0 million. The Definitive Agreement includes certain indemnifications which are subject to an $850,000 limitation and related escrow of that amount upon consummation of the transaction. In July 2022, the transaction price was adjusted to $6.7 million and the transaction close occurred in August 2022 with net sale proceeds of $6.2 million.

In April 2022, the Company became aware of certain potential environmental remediation that may be required on a property of IKONICS. The site was enrolled in the Voluntary Investigation and Cleanup program with the Minnesota Pollution Control Agency (“MPCA”). In June 2022, the MPCA issued a No Action Determination for Soil letter regarding soil findings related to arsenic, lead, mercury and polynuclear aromatic hydrocarbons identified in the soil samples. A second seasonal soil vapor sampling event during winter conditions will be required to be completed at the site. As of the date these consolidated financial statements were available to be issued, because the extent of any potential remediation procedures is not known, the Company cannot reasonably estimate a range of potential remediation costs, if any.

On August 5, 2022, an Asset Purchase Agreement (the “APA”) was signed whereby IKONICS agreed to sell (i) certain property, including a warehouse and a building which houses manufacturing, operations and administration, (ii) substantially all of its working capital and (iii) its historical business to a third party for $6.5 million plus or minus the amount of actual net working capital as compared to a target net working capital. The APA is structured as an asset sale and includes a net working capital true up provision. The APA includes certain indemnifications which are subject to a $650,000 limitation and a related escrow of that amount upon consummation of the transaction. Substantially all of the remaining purchase price has been placed into escrow upon consummation of the transaction pending the completion of remaining aforementioned environmental testing and remediation resulting therefrom, if any. The environmental escrow will be released upon completion of any remediation work required and a receipt of a No Action Determination from the MPCA. The transaction close occurred in August 2022 with net sale proceeds of approximately $7.3 million, which is included in restricted cash in the consolidated balance sheet as of September 30, 2022. A final net working capital adjustment remains outstanding as of the date these financial statements were available to be issued.

Consideration Transferred

The following table summarizes the fair value, as of the date of the Closing of the transaction, of the aggregate consideration paid for IKONICS (in thousands):

Cash consideration

    

$

13,712

Equity instruments: 1,999,525 shares of TeraWulf Inc.

 

40,590

Contingent consideration: Contingent Value Rights

 

12,000

$

66,302

17

Table of Contents

TERAWULF INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of September 30, 2022, the amount recognized for the CVR contingent consideration was remeasured to a fair value of $10.6 million. The $1.4 million gain on remeasurement is included in loss from discontinued operations, net of tax in the consolidated statement of operations for the nine months ended September 30, 2022.

The Company’s consolidated financial statements include the operating results of IKONICS beginning on December 13, 2021, the date of the acquisition. The operating loss of $5.8 million related to the IKONICS’ business has been reflected in loss from discontinued operations, net of tax in the Company’s consolidated statement of operations for the nine months ended September 30, 2022.

NOTE 4 – ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS

Upon acquisition, the IKONICS business met the assets held-for-sale and discontinued operations criteria and is reflected as discontinued operations held for sale in these consolidated financial statements. The Company determined that the IKONICS business qualified as assets held for sale as management committed to a plan to sell the business, the business was in readily sellable form and it was deemed probable that the business would be sold in a twelve-month period. The structure of the business combination, through the CVR Agreement, contemplated the sale of the IKONICS legacy business whereby the Company would become solely a bitcoin mining focused entity. The Merger Agreement requires IKONICS, after the Closing, to use its reasonable best efforts to consummate a sale of its legacy business as soon as reasonably practicable. The CVR Agreement provides that 95% of the net proceeds of the disposition, as defined, of the IKONICS business accrue to the historical stockholders of IKONCS if the disposition is consummated within eighteen months from the Closing. As of September 30, 2022, all assets previously held for sale had been sold.

The assets and liabilities of IKONICS are presented separately in current assets held for sale and current liabilities held for sale, respectively, in the consolidated balance sheets and includes the following (in thousands):

September 30, 2022

    

December 31, 2021

Trade receivables

$

    

$

1,327

Inventories

 

 

3,737

Prepaid expenses and other current assets

 

 

944

Property, plant and equipment

 

 

10,036

Intangible assets

 

 

3,304

Current assets held for sale

$

$

19,348

Accounts payable

$

$

1,207

Accrued compensation

 

 

439

Other accrued liabilities

 

 

109

Current liabilities held for sale

$

$

1,755

During the nine months ended September 30, 2022, the Company determined that change in circumstance indicated that the then carrying amount of the IKONICS’ long-lived assets may not have been recoverable and recognized an impairment loss in loss on discontinued operations, net of tax of $4.5 million to write down the related carrying amounts to their fair values less estimated cost to

18

Table of Contents

TERAWULF INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

sell. The loss from discontinued operations, net of tax presented in the consolidated statements of operations includes the following results of IKONICS (in thousands):

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

2022

    

2022

Net sales

$

2,203

$

11,028

Cost of goods sold

 

1,945

 

8,265

Gross profit

 

258

 

2,763

Selling, general and administrative expenses

 

760

 

3,375

Research and development expenses

 

148

 

437

Impairment on remeasurement or classification as held for sale

 

 

4,541

Loss on sale of net assets held for sale

239

239

Loss from discontinued operations before other income

(889)

 

(5,829)

Interest expense

(12)

(12)

Other income

6

Loss from discontinued operations before income tax

 

(901)

(5,835)

Income tax expense

 

 

(8)

Loss from discontinued operations, net of tax

$

(901)

$

(5,843)

Total cash flows used in operating activities from discontinued operations was $1.3 million and $0 in the consolidated statements of cash flows for the nine months ended September 30, 2022 and the period February 8, 2021 (date of inception) to September 30, 2021, respectively.

NOTE 5 – FAIR VALUE MEASUREMENTS

Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, a three-level fair value hierarchy prioritizing the inputs to valuation techniques is used to measure fair value. The levels are as follows: (Level 1) observable inputs such as quoted prices in active markets for identical assets or liabilities; (Level 2) observable inputs for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or inputs other than quoted prices that are observable either directly or indirectly from market data; and (Level 3) unobservable inputs in which there is little or no market data, which require the Company to develop its own assumptions. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value.

The following table illustrates the financial instruments measured at fair value on a non-recurring basis segregated by hierarchy fair value levels as of September 30, 2022 (in thousands):

Significant 

Significant 

Quoted Prices

Other 

Other 

 in Active 

Observable 

 Unobservable

Markets 

Inputs  

Inputs 

Remeasurement

    

Carrying Value

    

 (Level 1)

    

(Level 2)

    

 (Level 3)

    

Gain (2)

    

Impairment

Contingent consideration liability - Contingent Value Rights (1)

$

10,594

$

$

10,594

$

$

1,406

$

$

10,594

$

$

10,594

$

$

1,406

$

(1) During the nine months ended September 30, 2022, the Company changed the valuation approach from the use of other unobservable inputs to other observable inputs based on information obtained through the active marketing and sale of the underlying assets.
(2) The remeasurement gain is $0 and $1.4 million for the three and nine months ended September 30, 2022, respectively.

19

Table of Contents

TERAWULF INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table illustrates the financial instruments measured at fair value on a non-recurring basis segregated by hierarchy fair value levels as of December 31, 2021 (in thousands):

Significant 

Significant 

Quoted Prices

Other 

Other 

 in Active 

Observable 

 Unobservable

Markets 

Inputs  

Inputs 

    

Carrying Value

    

 (Level 1)

    

(Level 2)

    

 (Level 3)

    

Impairment

Contingent consideration liability - Contingent Value Rights (1)

$

12,000

$

$

$

12,000

$

$

12,000

$

$

$

12,000

$

Goodwill

$

$

$

$

$

48,338

Long-lived assets held for sale - intangible assets (2)

3,304

3,304

136

$

3,304

$

$

$

3,304

$

48,474

(1) At December 31, 2021, the significant unobservable inputs used to estimate fair value include (1) a business enterprise value of $15.9 million, (2) an implied probability of sale of 90% and (3) estimated transaction and other deductible costs of $1.6 million. The significant unobservable inputs used in applying the income approach include a discount rate of 11.5% and a long-term growth rate of 2.5%.
(2) At December 31, 2021, the significant unobservable inputs used to estimate fair value include an attrition rate of 4% to 10% (with a weighted average of 8%) and a discount rate of 27% for customer relationships, twelve months’ time to recreate for developed technology and a royalty rate of 0.5% and a discount rate of 27% for trade names.

The Company has determined the long-term debt fair value as of September 30, 2022 is approximately $122.9 million (see Note 9). The Company has determined the convertible promissory note fair value as of September 30, 2022 approximates its book value due to the short duration between the issuance of the convertible promissory note and September 30, 2022 (see Note 10). The carrying values of cash and cash equivalents, restricted cash, prepaid expenses, amounts due from related parties, other current assets, accounts payable, accrued construction liabilities, other accrued liabilities and other amounts due to related parties are considered to be representative of their respective fair values principally due to their short-term maturities. There were no additional material non-recurring fair value measurements as of September 30, 2022 and December 31, 2021, except for the calculation of fair value of Common Stock warrants issued in connection with an amendment to the Company’s long-term debt agreement (see Note 9), the calculation of fair value of nonmonetary assets distributed from the Company’s joint venture (see Note 11), the calculation of the allocation of the IKONICS purchase price to the fair values of the assets acquired and liabilities assumed and the impairment loss upon IKONICS’ classification as held for sale.

The Company utilized a Black-Scholes option pricing model and the application of a discount for lack of marketability (“DLOM”) to value its common stock warrants upon issuance. The estimated fair value of the warrants is determined using Level 3 inputs. Inherent in the model and fair value estimate are assumptions related to expected share-price volatility, expected life, risk-free interest rate, dividend yield and DLOM. The Company estimates volatility based on public company peer group volatility over the contractual term of the warrants. The risk-free interest rate is based on the U.S. Treasury rate on the grant date for a maturity similar to the expected life of the warrants, which is assumed to be equivalent to their contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The Company applied a DLOM of 20%.

20

Table of Contents

TERAWULF INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 — PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment, net consisted of the following (in thousands):

    

September 30, 2022

    

December 31, 2021

Miners

$

50,488

$

Construction in process

39,706

20,867

Leasehold improvements

20,700

Equipment

 

5,628

 

19

Deposits on miners

 

87,327

 

70,560

 

203,849

 

91,446

Less: accumulated depreciation

 

(1,719)

 

$

202,130

$

91,446

The Company capitalizes a portion of the interest on funds borrowed to finance its capital expenditures. Capitalized interest is recorded as part of an asset’s cost and will be depreciated over the asset’s useful life. Capitalized interest costs were $4.3 million and $0 for the nine months ended September 30, 2022 and the period February 8, 2021 (date of inception) to September 30, 2021, respectively. Approximately $46.9 million of the miners were placed in service as of September 30, 2022.

Depreciation expense was $1.7 million and $0 for the nine months ended September 30, 2022 and the period February 8, 2021 (date of inception) to September 30, 2021, respectively.

NOTE 7 — LEASES

Effective in May 2021, the Company entered into a ground lease (the “Ground Lease”) related to its planned bitcoin mining facility in New York with a counterparty which is a related party due to control by a member of Company management. The Ground Lease includes fixed payments and contingent payments, including an annual escalation based on the change in the Consumer Price Index as well as the Company’s proportionate share of the landlord’s cost to own, operate and maintain the premises. The Ground Lease originally had an initial term of five years commencing in May 2021 and a renewal term of five years at the option of the Company, subject to the Company not then being in default, as defined. In July 2022, the Ground Lease was amended to increase the initial term of the lease to eight years and to amend certain other non-financial sections to adjust environmental obligations, site access rights and leasehold mortgage rights. In September 2022, the compensation due the landlord for entering into the lease amendment was finalized with a compensatory amount of $12.0 million, issuable in shares of Common Stock determined using a trailing volume weighted average price. In September 2022, the Company issued 8,510,638 shares in satisfaction of this obligation. The Common Stock issued had a fair value of $11.5 million at the date of issuance. The Ground Lease, which is classified as an operating lease, has been remeasured as of the date of the amendment, resulting in an increase of $11.2 million to both right-of-use asset and operating lease liability in the consolidated balance sheets. The Ground Lease remains classified as an operating lease based on the remeasurement analysis that utilized a discount rate of 12.6%, which is an estimate of the Company’s incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at the remeasurement date. Upon expiration of the lease, the buildings and improvements on the premises will revert to the landlord in good order. Payments under the lease commenced in 2021. For the nine months ended September 30, 2022, the Company recorded operating lease expense of $0.5 million, including contingent expense of $154,000 in operating expense in the consolidated statement of operations and made cash lease payments of $150,000 in addition to the issuance of the aforementioned Common Stock. For the period February 8, 2021 (date of inception) to September 30, 2021, the Company recorded operating lease expense of $58,000 in operating expense in the consolidated statement of operations and made no cash lease payments. The remaining lease term based on the terms of the lease as of September 30, 2022 is 11.6 years.

21

Table of Contents

TERAWULF INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following is a maturity analysis of the annual undiscounted cash flows of the estimated operating lease liabilities as of September 30, 2022 (in thousands):

Year ending December 31:

    

  

2022

$

41

2023

 

163

2024

 

163

2025

 

163

2026

 

163

Thereafter

 

1,207

$

1,900

A reconciliation of the undiscounted cash flows to the operating lease liabilities recognized in the consolidated balance sheet as of September 30, 2022 follows (in thousands):

Undiscounted cash flows of the operating lease

    

$

1,900

Unamortized discount