true
AmendmentDescription No 1
0001162896
0001162896
2024-01-23
2024-01-23
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K/A
Amendment
No. 1
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): January 23, 2024
Prairie
Operating Co.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41895 |
|
98-0357690 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
8636
N. Classen Boulevard
Oklahoma
City, OK |
|
73114 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s telephone number, including area code: (435) 900-1949
N/A
(Former Name or Former Address, If Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.01 per share |
|
PROP |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
Emerging
Growth Company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory
Note
As
previously reported, on January 23, 2024, Prairie Operating Co. (the “Company”) entered into an asset purchase
agreement (the “Purchase Agreement”), by and between the Company and Matthew Austin Lerman (“Buyer”),
pursuant to which the Company sold all of its cryptocurrency miners (the “Mining Equipment”) to Buyer (the
“Asset Sale”). The Asset Sale closed on January 23, 2024, simultaneously with the execution of the Purchase
Agreement.
On
January 24, 2024, the Company filed a Current Report on Form 8-K reporting the Asset Sale (the “Original Form 8-K”).
This Amendment No. 1 to the Original Form 8-K is being filed with the Securities and Exchange Commission solely to amend and supplement
Item 9.01 of the Original Form 8-K, as described in Item 9.01 below. This Amendment No. 1 makes no other amendments to the Original Form
8-K.
Item
9.01. Financial Statements and Exhibits.
(b)
Pro Forma Financial Information
The
unaudited pro forma condensed combined balance sheet of the Company as of September 30, 2023, the unaudited pro forma condensed combined
statement of operations of the Company for the nine months ended September 30, 2023 and the years ended December 31, 2022 and 2021, and
the notes related thereto are filed as Exhibit 99.1 hereto and incorporated herein by reference.
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
Prairie
Operating Co. |
| |
|
| Date:
January 29, 2024 |
|
| |
|
|
| |
By: |
/s/
Edward Kovalik |
| |
|
Edward
Kovalik |
| |
|
Chief
Executive Officer |
Exhibit
99.1
UNAUDITED
PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
On
January 23, 2024, pursuant to an asset purchase agreement (the “Purchase Agreement”), by and between Prairie Operating Co.
(the “Company”) and Matthew Austin Lerman (“Buyer”), the Company sold all of its cryptocurrency miners (the “Mining
Equipment”) to Buyer (the “Asset Sale”) for consideration consisting of (i) $1.0 million in cash and (ii) $1.0 million
in deferred cash payments (the “Deferred Purchase Price”), to be paid out of (i) 20% of the monthly net revenues received
by Buyer associated with or otherwise attributable to the Mining Equipment until the aggregate amount of such payments equals $250,000
and (ii) thereafter, 50% of the monthly net revenues received by Buyer associated with or otherwise attributable to the Mining Equipment
until the aggregate amount of such payments equals the Deferred Purchase Price, plus accrued interest. The Asset Sale closed on January
23, 2024, simultaneously with the execution of the Purchase Agreement.
Pursuant
to the Purchase Agreement, in addition to the sale of the Mining Equipment, the Company assigned, and Buyer assumed, all of the Company’s
rights and obligations under the Master Services Agreement, by and between Atlas Power Hosting, LLC and the Company (the “Master
Services Agreement”), pursuant to the terms of the Master Services Agreement.
The
Company is providing the following unaudited pro forma condensed combined financial information to aid in the analysis of the financial
aspects of the Asset Sale along with the Merger, Series D PIPE and Exok Transaction all defined below (collectively, the “Transactions”).
The
following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation
S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses”
and presents the combination of historical financial information of the Company and Prairie Operating Co., LLC (“Prairie LLC”),
adjusted to give effect to the Asset Sale, the Transactions and subsequent events as described in Note 3 below.
The
unaudited pro forma condensed combined balance sheet as of September 30, 2023 combines the historical balance sheet of the Company as
of September 30, 2023 on a pro forma basis as if the Asset Sale and subsequent events, described in Note 3 below, had been consummated
on September 30, 2023.
The
unaudited pro forma condensed combined financial statement of operations for the year ended December 31, 2021 combine the historical
financial statements of the Company with the effects of the Asset Sale on a pro forma basis. The unaudited pro forma condensed financial
combined statements of operations for the nine months ended September 30, 2023 and the year ended December 31, 2022, combine the historical
statements of operations of Prairie LLC and the historical statements of operations of the Company, as applicable, for such periods on
a pro forma basis giving effect to the Merger, Asset Sale and subsequent events. All such financial statements, adjustments and combined
financial statements have been presented and prepared as if the Asset Sale had been consummated on January 1, 2021 with respect to the
statement of operations for the year ended December 31, 2021 and as if the Transactions and subsequent events, described in Note 3 below,
had been consummated on January 1, 2022 with respect to the statements of operations for the year ended December 31, 2022 and nine months
ended September 30, 2023.
The
unaudited pro forma condensed combined financial information is based on, and should be read in conjunction with:
(a)
the Company’s audited historical consolidated financial statements and related notes included in its Annual Report on Form 10-K
for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission (the “SEC”) on March
31, 2023,
(b)
the Company’s unaudited historical condensed consolidated financial statements and related notes for the three and nine months
ended September 30, 2023, included in its Quarterly Report on Form 10-Q for the period ended September 30, 2023, filed with the SEC on
November 14, 2023,
(c)
Prairie LLC’s audited financial statements for the period from June 7, 2022 (date of inception) to December 31, 2022 and related
notes included in the Company’s Current Report on Form 8-K/A, filed with the SEC on June 16, 2023, and
(d)
the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Prairie
Operating Co.” included in the Company’s Annual Report on Form 10-K for the fiscal year ended 2022, filed with the SEC
on March 31, 2023, and in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2023, filed with the SEC
on November 14, 2023.
The
unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and does not necessarily
reflect what the financial condition or results of operations would have been had the Asset Sale, Transactions or subsequent events,
described in Note 3 below, occurred on the dates indicated. Further, the unaudited pro forma condensed combined financial information
also may not be useful in predicting the future financial condition and results of operations. The actual financial position and results
of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma
adjustments represent management’s estimates based on information available as of the date of this filing and are subject to change
as additional information becomes available and analyses are performed.
Description
of the Merger and Related Transactions
On
May 3, 2023 (the “Closing Date”), the Company completed its previously announced merger with Prairie LLC pursuant to the
terms of the Amended and Restated Agreement and Plan of Merger, dated as of May 3, 2023, by and among the Company, Creek Road Merger
Sub, LLC (“Merger Sub”) and Prairie LLC, pursuant to which, among other things, Merger Sub merged with and into Prairie LLC,
with Prairie LLC surviving and continuing to exist as a Delaware limited liability company and a wholly-owned subsidiary of the Company
(the “Merger”). Upon consummation of the Merger, the Company changed its name from “Creek Road Miners, Inc.”
to “Prairie Operating Co.”
Prior
to the consummation of the Merger, the Company effectuated certain restructuring transactions in the following order and issued an aggregate
of 3,375,288 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”) (excluding shares reserved
for issuance and unissued subject to certain beneficial ownership limitations) and 4,423 shares of Series D preferred stock (“Series
D Preferred Stock”):
(i)
the Company’s Series A preferred stock, Series B preferred stock (“Series B Preferred Stock”), and Series C preferred
stock, plus accrued dividends, were converted, in the aggregate, into shares of Common Stock;
(ii)
the Company’s 12% senior secured convertible debentures (the “Original Debentures”), plus accrued but unpaid interest
and a 30% premium, were exchanged, in the aggregate, for (a) 12% amended and restated senior secured convertible debentures (collectively,
the “AR Debentures”), each in the principal amount of $1,000,000, in substantially the same form as their respective Original
Debentures, (b) shares of Common Stock and (c) shares of Series D Preferred Stock;
(iii)
accrued fees payable to the board of directors of the Company in the amount of $110,250 were converted into shares of Common Stock;
(iv)
accrued consulting fees of the Company in the amount of $318,750 payable to Bristol Capital, LLC were converted into shares of Common
Stock; and
(v)
all amounts payable pursuant to certain convertible promissory notes were converted into shares of Common Stock.
Prior
to the closing of the Merger (the “Closing”), the Company’s then-existing warrants to purchase shares of Common Stock,
warrants to purchase shares of Series B Preferred Stock and options to purchase shares of Common Stock were cancelled and retired and
ceased to exist without the payment of any consideration to the holders thereof.
At
the effective time of the Merger (the “Effective Time”), all membership interests in Prairie LLC were converted into the
right to receive each member’s pro rata share of 2,297,668 shares of Common Stock.
At
the Effective Time, the Company assumed and converted options to purchase membership interests of Prairie LLC outstanding and unexercised
as of immediately prior to the Effective Time into non-compensatory options to acquire 8,000,000 shares of Common Stock for $7.14 per
share (the “Non-Compensatory Options”), which are only exercisable if specific production hurdles are achieved, and the Company
entered into amended and restated non-compensatory option agreements with each of Gary C. Hanna, Edward Kovalik, Paul Kessler and a third-party
investor. An aggregate of 2,000,000 Non-Compensatory Options are subject to be transferred to the PIPE Investors (as defined below),
based on their then percentage ownership of PIPE Preferred Stock (as defined below) to the aggregate PIPE Preferred Stock outstanding
and held by all PIPE Investors as of the Closing Date, if the Company does not meet certain performance metrics by May 3, 2026.
In
addition, in connection with the Closing of the Merger, the Company consummated the purchase of oil and gas leases from Exok Inc. (“Exok”),
including all of Exok’s right, title and interest in, to and under certain undeveloped oil and gas leases located in Weld County,
Colorado, together with certain other associated assets, data and records, consisting of approximately 3,157 net mineral acres in, on
and under approximately 4,494 gross acres from Exok for $3,000,000 (“Exok Transaction”).
To
fund the Exok Transaction, the Company received an aggregate of approximately $17.4 million in proceeds from the investors in the Series
D PIPE (the “PIPE Investors”), and the PIPE Investors were issued Series D Preferred Stock (the “PIPE Preferred Stock”),
with a stated value of $1,000 per share and convertible into shares of Common Stock at a price of $5.00 per share, and 100% warrant coverage
for each of the Series A warrants to purchase shares of Common Stock and Series B warrants (the “Series D B Warrants”) to
purchase shares of Common Stock (“Series D PIPE”) pursuant to the Series D Securities Purchase Agreement entered into with
each PIPE Investor.
The
Merger has been accounted for as a reverse asset acquisition under existing United States generally accepted accounting principles (“GAAP”).
For accounting purposes, Prairie LLC was treated as acquiring Merger Sub in the Merger. See Note 1 for further discussion.
Accordingly,
for accounting purposes, the financial statements of the Company represent a continuation of the financial statements of Prairie LLC
with the acquisition being treated as the equivalent of Prairie LLC issuing stock for the net assets of the Company. On the Closing Date,
the assets and liabilities of the Company were recorded based upon relative fair values, with no goodwill or other intangible assets
recorded.
The
assumptions and estimates underlying the unaudited pro forma adjustments are described in the accompanying notes. Actual results may
differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial information.
The pro forma adjustments do not consider borrowings, financings and other transactions that may have occurred subsequent to May 3, 2023
other than the Reverse Stock Split (as defined below), conversion of the AR Debentures and the exercise of the Series D B Warrants, each
of which is described in Note 3 below and reflected in the pro forma financial information, nor do they reflect anticipated financings
or other transactions that may occur in the future.
Other
Transactions
Reverse
Stock Split
On
October 12, 2023, the Company filed a Certificate of Amendment to its Certificate of Incorporation (the “Certificate of Amendment”)
with the Delaware Secretary of State to effect the Reverse Stock Split (see Note 3). The Reverse Stock Split became effective
on October 16, 2023. Unless otherwise noted, all per share and share amounts presented herein have been retroactively adjusted for the
effect of the Reverse Stock Split for all periods presented.
Conversion
of AR Debentures
In
October 2023, conversion notices were received from holders of the AR Debentures and the Company issued 400,667 shares of Common Stock
to effect the conversion. This represented the full conversion of the AR Debentures and accrued interest.
Exercise
of Series D B Warrants
On
November 13, 2023, Narrogal Nominees Pty Ltd ATF Gregory K O’Neill Family Trust (“O’Neill Trust”) delivered notice
to the Company of the exercise of Series D B Warrants to purchase 2,000,000 shares of Common Stock at an exercise price of $6.00 per
share for total proceeds to the Company of $12 million.
Asset
Sale
On
January 23, 2024, the Company completed the Asset Sale, receiving consideration consisting of (i) $1.0 million in cash and (ii) $1.0
million in deferred cash payments made out of a portion of the future revenues associated with the Mining Equipment.
Deposit
on Nickel Road Asset Purchase
On
January 11, 2024, the Company entered into an asset purchase agreement to acquire the oil and gas assets of Nickel Road Operating LLC
(“Nickel Road”) for total consideration of $94.5 million, subject to certain closing price adjustments and other customary
closing conditions (the “Nickel Road Asset Purchase”). The purchase price consists of $83.0 million in cash and $11.5 million
in deferred cash payments. The Company deposited $9 million of the purchase price into an escrow account on January 11, 2024, which will
be released to Nickel Road upon the earlier of the closing date and August 15, 2024, or earlier under certain circumstances (the “Nickel
Road Deposit”). These pro forma financial statements do not include pro forma adjustments to reflect the Nickel Road Asset Purchase,
except with respect to the payment of the Nickel Road Deposit.
Unaudited
Pro Forma Condensed Combined Balance Sheet
as
of September 30, 2023
| | |
Prairie Operating Co. | | |
Cryptocurrency Asset | |
| |
Subsequent Event | |
| |
Combined | |
| | |
(Historical) | | |
Sale Adjustments | |
| |
Adjustments | |
| |
Pro Forma | |
| | |
| | |
(See Notes
2 and 4) | |
| |
(See Notes
3 and 4) | |
| |
| |
| Assets | |
| | | |
| | |
| |
| | |
| |
| | |
| Current assets: | |
| | | |
| | |
| |
| | |
| |
| | |
| Cash and cash equivalents | |
$ | 7,241,811 | | |
$ | 1,000,000 | |
(a) | |
| (60,000 | ) |
(b) | |
$ | 11,181,811 | |
| | |
| | | |
| | |
| |
| 12,000,000 | |
(c) | |
| | |
| | |
| | | |
| | |
| |
| (9,000,000 | ) |
(e) | |
| | |
| Accounts and other receivable | |
| 97,293 | | |
| - | |
| |
| - | |
| |
| 97,293 | |
| Prepaid expenses | |
| 271,839 | | |
| - | |
| |
| - | |
| |
| 271,839 | |
| Note receivable | |
| - | | |
| 1,000,000 | |
(a) | |
| - | |
| |
| 1,000,000 | |
| Total current assets | |
| 7,610,943 | | |
| 2,000,000 | |
| |
| 2,940,000 | |
| |
| 12,550,943 | |
| | |
| | | |
| | |
| |
| | |
| |
| | |
| Property and equipment | |
| | | |
| | |
| |
| | |
| |
| | |
| Oil and natural gas properties, successful efforts method of accounting | |
| 28,595,051 | | |
| - | |
| |
| - | |
| |
| 28,595,051 | |
| Cryptocurrency mining equipment | |
| 4,293,422 | | |
| (4,293,422 | ) |
(a) | |
| - | |
| |
| - | |
| Less: Accumulated depreciation, depletion and amortization | |
| (558,319 | ) | |
| 558,319 | |
(a) | |
| - | |
| |
| - | |
| Total property and equipment, net | |
| 32,330,154 | | |
| (3,735,103 | ) |
| |
| - | |
| |
| 28,595,051 | |
| Deposits on mining equipment | |
| 150,000 | | |
| - | |
| |
| - | |
| |
| 150,000 | |
| Deposits on oil and natural gas properties | |
| - | | |
| - | |
| |
| 9,000,000 | |
(e) | |
| 9,000,000 | |
| Total assets | |
$ | 40,091,097 | | |
$ | (1,735,103 | ) |
| |
| 11,940,000 | |
| |
$ | 50,295,994 | |
| | |
| | | |
| | |
| |
| | |
| |
| | |
| Liabilities and Stockholders’ Equity | |
| | | |
| | |
| |
| | |
| |
| | |
| Current liabilities: | |
| | | |
| | |
| |
| | |
| |
| | |
| Accounts payable and accrued expenses | |
$ | 6,708,498 | | |
$ | - | |
| |
| (30,000 | ) |
(b) | |
$ | 6,678,498 | |
| Accrued interest and expenses - related parties | |
| 30,000 | | |
| - | |
| |
| (30,000 | ) |
(b) | |
| - | |
| Secured convertible debenture (related party) | |
| 2,431,500 | | |
| - | |
| |
| (2,431,500 | ) |
(b) | |
| - | |
| Secured convertible debenture | |
| 2,431,500 | | |
| - | |
| |
| (2,431,500 | ) |
(b) | |
| - | |
| Total current liabilities | |
| 11,601,498 | | |
| - | |
| |
| (4,923,000 | ) |
| |
| 6,678,498 | |
| | |
| | | |
| | |
| |
| | |
| |
| | |
| Long-term liabilities: | |
| | | |
| | |
| |
| | |
| |
| | |
| Warrant liabilities | |
| 50,738,180 | | |
| - | |
| |
| (50,738,180 | ) |
(d) | |
| - | |
| Total long-term liabilities | |
| 50,738,180 | | |
| - | |
| |
| (50,738,180 | ) |
| |
| - | |
| Total liabilities | |
| 62,339,678 | | |
| - | |
| |
| (55,661,180 | ) |
| |
| 6,678,498 | |
| | |
| | | |
| | |
| |
| | |
| |
| | |
| Commitments and contingencies | |
| | | |
| | |
| |
| | |
| |
| | |
| | |
| | | |
| | |
| |
| | |
| |
| | |
| Mezzanine equity | |
| | | |
| | |
| |
| | |
| |
| | |
| Series D convertible preferred stock; $0.01 par value; 21,799 shares issued and outstanding | |
| 21,799,250 | | |
| - | |
| |
| (21,799,250 | ) |
(d) | |
| - | |
| Series E convertible preferred stock; $0.01 par value; zero shares issued and outstanding | |
| 20,000,000 | | |
| - | |
| |
| (20,000,000 | ) |
(d) | |
| - | |
| | |
| | | |
| | |
| |
| | |
| |
| | |
| Stockholders’ equity: | |
| | | |
| | |
| |
| | |
| |
| | |
| Preferred stock; 50,000 shares authorized: | |
| | | |
| | |
| |
| | |
| |
| | |
| Series D convertible preferred stock; $0.01 par value; 21,799 shares issued and outstanding | |
| - | | |
| - | |
| |
| 218 | |
(d) | |
| 218 | |
| Series E convertible preferred stock; $0.01 par value; 20,000 shares issued and outstanding | |
| - | | |
| - | |
| |
| 200 | |
(d) | |
| 200 | |
| Common stock; $0.01 par value; 500,000,000 shares authorized and 7,074,742 shares issued and outstanding, actual* | |
| 70,747 | | |
| - | |
| |
| 4,007 | |
(b) | |
| 94,754 | |
| | |
| | | |
| | |
| |
| 20,000 | |
(c) | |
| | |
| Additional paid-in capital | |
| (8,716,827 | ) | |
| - | |
| |
| 4,858,993 | |
(b) | |
| 100,659,178 | |
| | |
| | | |
| | |
| |
| 11,980,000 | |
(c) | |
| | |
| | |
| | | |
| | |
| |
| 50,738,180 | |
(d) | |
| | |
| | |
| | | |
| | |
| |
| 21,799,032 | |
(d) | |
| | |
| | |
| | | |
| | |
| |
| 19,999,800 | |
(d) | |
| | |
| Accumulated deficit | |
| (55,401,751 | ) | |
| (1,735,103 | ) |
(a) | |
| - | |
| |
| (57,136,854 | ) |
| Total stockholders’ equity | |
| (64,047,831 | ) | |
| (1,735,103 | ) |
| |
| 109,400,430 | |
| |
| 43,617,496 | |
| Total liabilities, mezzanine equity and stockholders’ equity | |
$ | 40,091,097 | | |
$ | (1,735,103 | ) |
| |
$ | 11,940,000 | |
| |
$ | 50,295,994 | |
*
Creek Road Miners, Inc. had 428,611 shares issued and outstanding at December 31, 2022
Unaudited
Pro Forma Condensed Combined Statement of Operations
Nine
Months Ended September 30, 2023
| | |
Prairie
Operating Co. (Historical) | | |
Creek
Road Miners, Inc. (Historical) | | |
Creek
Road Miners, Inc. Acquisition Adjustments | | |
Cryptocurrency
Asset Sale Adjustments | | |
Subsequent
Event Adjustments | | |
Combined
Pro Forma | |
| | |
| | | |
| | | |
| (See
Note 4) | | |
| (See
Notes
2 and 4) | | |
| (See Notes
3 and 4) | | |
| | |
| Revenue: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Cryptocurrency
mining | |
$ | 637,269 | | |
$ | 73,584 | | |
$ | - | | |
$ | (710,853 | )(a) | |
$ | - | | |
$ | - | |
| Operating
costs and expenses: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Cryptocurrency
mining costs (exclusive of depreciation and amortization shown below) | |
| 303,172 | | |
| 80,140 | | |
| - | | |
| (383,312 | )(a) | |
| - | | |
| - | |
| Depreciation,
depletion and amortization | |
| 558,319 | | |
| 116,724 | | |
| - | | |
| (675,043 | )(a) | |
| - | | |
| - | |
| General
and administrative | |
| 9,236,815 | | |
| 1,119,277 | | |
| 170,120 | (f) | |
| - | | |
| - | | |
| 10,526,212 | |
| Stock
based compensation | |
| - | | |
| 170,120 | | |
| (170,120 | )(f) | |
| - | | |
| - | | |
| - | |
| Impairment
of cryptocurrency mining equipment | |
| 16,794,688 | | |
| - | | |
| - | | |
| (16,794,688 | )(a) | |
| - | | |
| - | |
| Total
operating expenses | |
| 26,892,994 | | |
| 1,486,261 | | |
| - | | |
| (17,853,043 | ) | |
| - | | |
| 10,526,212 | |
| Income
(loss) from operations | |
| (26,255,725 | ) | |
| (1,412,677 | ) | |
| - | | |
| 17,142,190 | | |
| - | | |
| (10,526,212 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Other
income (expense): | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Interest
income | |
| 128,202 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 128,202 | |
| Interest
expense | |
| (111,463 | ) | |
| (214,344 | ) | |
| 141,588 | (g) | |
| - | | |
| 180,000 | (h) | |
| (4,219 | ) |
| Loss
on adjustment to fair value - warrant liabilities | |
| (24,855,085 | ) | |
| - | | |
| - | | |
| - | | |
| 24,855,085 | (i) | |
| - | |
| Loss
on adjustment to fair value - AR Debentures | |
| (2,882,000 | ) | |
| - | | |
| - | | |
| - | | |
| 2,882,000 | (j) | |
| - | |
| Loss
on adjustment to fair value - Obligation Shares | |
| (1,477,103 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| (1,477,103 | ) |
| Liquidated
damages | |
| (173,763 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| (173,763 | ) |
| Total
other income (expense) | |
| (29,371,212 | ) | |
| (214,344 | ) | |
| 141,588 | | |
| - | | |
| 27,917,085 | | |
| (1,526,883 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Income
(loss) from operations before provision for income taxes | |
| (55,626,937 | ) | |
| (1,627,021 | ) | |
| 141,588 | | |
| 17,142,190 | | |
| 27,917,085 | | |
| (12,053,095 | ) |
| Provision
for income taxes | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Income
(loss) from continuing operations | |
$ | (55,626,937 | ) | |
$ | (1,627,021 | ) | |
$ | 141,588 | | |
$ | 17,142,190 | | |
$ | 27,917,085 | | |
$ | (12,053,095 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Income
(loss) per common share: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Income
(loss) per share, basic and diluted | |
$ | (15.80 | ) | |
$ | (4.02 | ) | |
| | | |
| | | |
| | | |
$ | (1.39 | ) |
| Weighted
average common shares outstanding, basic and diluted - Note 4(k) | |
| 3,520,843 | | |
| 428,611 | | |
| | | |
| | | |
| | | |
| 8,696,258 | |
Unaudited
Pro Forma Condensed Combined Statement of Operations
Year
Ended December 31, 2022
| | |
Prairie
Operating Co., LLC (Historical) | | |
Creek
Road Miners, Inc. (Historical) | | |
Creek
Road Miners, Inc. Acquisition Pro-Forma Adjustments | | |
Cryptocurrency
Asset Sale Adjustments | | |
Subsequent
Event Adjustments | | |
Combined
Pro Forma | |
| | |
| | | |
| | | |
| (See
Note 4) | | |
| (See Notes
2 and 4) | | |
| (See Notes
3 and 4) | | |
| | |
| Revenue: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Cryptocurrency
mining | |
$ | - | | |
$ | 517,602 | | |
$ | - | | |
$ | (517,602 | )(a) | |
| - | | |
$ | - | |
| Operating
costs and expenses: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Cryptocurrency
mining costs (exclusive of depreciation and amortization shown below) | |
| - | | |
| 1,071,458 | | |
| - | | |
| (1,071,458 | )(a) | |
| - | | |
| - | |
| Depreciation,
depletion and amortization | |
| - | | |
| 658,080 | | |
| - | | |
| (658,080 | )(a) | |
| - | | |
| - | |
| General
and administrative | |
| 461,520 | | |
| 3,606,522 | | |
| 2,681,201 | (f) | |
| - | | |
| - | | |
| 6,749,243 | |
| Stock
based compensation | |
| - | | |
| 2,681,201 | | |
| (2,681,201 | )(f) | |
| - | | |
| - | | |
| - | |
| Impairment
of mined cryptocurrency | |
| - | | |
| 107,174 | | |
| - | | |
| (107,174 | )(a) | |
| - | | |
| - | |
| Total
operating expenses | |
| 461,520 | | |
| 8,124,435 | | |
| - | | |
| (1,836,712 | ) | |
| - | | |
| 6,749,243 | |
| Income
(loss) from operations | |
| (461,520 | ) | |
| (7,606,833 | ) | |
| - | | |
| 1,319,110 | | |
| - | | |
| (6,749,243 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Other
income (expense): | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Interest
income | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Interest
expense | |
| - | | |
| (613,827 | ) | |
| 368,202 | (g) | |
| - | | |
| 240,000 | (h) | |
| (5,625 | ) |
| Realized
loss on sale of cryptocurrency | |
| - | | |
| (127,222 | ) | |
| - | | |
| 127,222 | (a) | |
| - | | |
| - | |
| Impairment
on fixed assets | |
| - | | |
| (5,231,752 | ) | |
| - | | |
| 5,231,752 | (a) | |
| - | | |
| - | |
| Loss
on sale of investment | |
| - | | |
| (19,104 | ) | |
| - | | |
| - | | |
| - | | |
| (19,104 | ) |
| PPP
loan forgiveness | |
| - | | |
| 197,662 | | |
| - | | |
| - | | |
| - | | |
| 197,662 | |
| Total
other income (expense) | |
| - | | |
| (5,794,243 | ) | |
| 368,202 | | |
| 5,358,974 | | |
| 240,000 | | |
| 172,933 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Income
(loss) from operations before provision for income taxes | |
| (461,520 | ) | |
| (13,401,076 | ) | |
| 368,202 | | |
| 6,678,084 | | |
| 240,000 | | |
| (6,576,310 | ) |
| Provision
for income taxes | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Income
(loss) from continuing operations | |
$ | (461,520 | ) | |
$ | (13,401,076 | ) | |
$ | 368,202 | | |
$ | 6,678,084 | | |
$ | 240,000 | | |
$ | (6,576,310 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Income
(loss) from continuing operationgs per common share: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Income
(loss) per share from continuing operations, basic | |
$ | - | | |
$ | (33.78 | ) | |
| | | |
| | | |
| | | |
$ | (0.77 | ) |
| Weighted
average common shares outstanding, basic and diluted - Note 4(k) | |
| - | | |
| 407,711 | | |
| | | |
| | | |
| | | |
| 8,559,252 | |
Unaudited
Pro Forma Condensed Combined Statement of Operations
Year
Ended December 31, 2021
| | |
Prairie
Operating Co., LLC (Historical) | | |
Creek
Road Miners, Inc. (Historical) | | |
Cryptocurrency
Asset Sale Adjustments | | |
Combined
Pro Forma | |
| | |
| | | |
| | | |
| (See Notes
2 and 4) | | |
| | |
| Revenue: | |
| | | |
| | | |
| | | |
| | |
| Cryptocurrency
mining | |
$ | - | | |
$ | 369,804 | | |
$ | (369,804 | )(a) | |
$ | - | |
| Operating
costs and expenses: | |
| | | |
| | | |
| | | |
| | |
| Cryptocurrency
mining costs (exclusive of depreciation and amortization shown below) | |
| - | | |
| 281,790 | | |
| (281,790 | )(a) | |
| - | |
| Depreciation,
depletion and amortization | |
| - | | |
| 112,512 | | |
| (112,512 | )(a) | |
| - | |
| General
and administrative | |
| - | | |
| 5,787,790 | | |
| - | | |
| 5,787,790 | |
| Stock
based compensation | |
| - | | |
| 12,338,424 | | |
| - | | |
| 12,338,424 | |
| Impairment
of mined cryptocurrency | |
| - | | |
| 59,752 | | |
| (59,752 | )(a) | |
| - | |
| Total
operating expenses | |
| - | | |
| 18,580,268 | | |
| (454,054 | ) | |
| 18,126,214 | |
| Income
(loss) from operations | |
| - | | |
| (18,210,464 | ) | |
| 84,250 | | |
| (18,126,214 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Other
income (expense): | |
| | | |
| | | |
| | | |
| | |
| Interest
expense | |
| - | | |
| (1,175,217 | ) | |
| - | | |
| (1,175,217 | ) |
| PPP
loan forgiveness | |
| - | | |
| 183,567 | | |
| - | | |
| 183,567 | |
| Total
other income (expense) | |
| - | | |
| (991,650 | ) | |
| - | | |
| (991,650 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Income
(loss) from operations before provision for income taxes | |
| - | | |
| (19,202,114 | ) | |
| 84,250 | | |
| (19,117,864 | ) |
| Provision
for income taxes | |
| - | | |
| - | | |
| - | | |
| - | |
| Income
(loss) from continuing operations | |
$ | - | | |
$ | (19,202,114 | ) | |
$ | 84,250 | | |
$ | (19,117,864 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Income
(loss) from continuing operationgs per common share: | |
| | | |
| | | |
| | | |
| | |
| Income
(loss) per share from continuing operations, basic and diluted | |
$ | - | | |
$ | (115.37 | ) | |
| | | |
$ | (114.87 | ) |
| Weighted
average common shares outstanding, basic and diluted - Note 4(k) | |
| - | | |
| 166,434 | | |
| | | |
| 166,434 | |
Note
1. Basis of Pro Forma Presentation
The
Asset Sale will require presentation as discontinued operations in accordance with GAAP. Pursuant to the requirements of Article 3 of
Regulation S-X the Asset Sale is considered a significant disposition and requires pro forma presentation in accordance with Article
11 of Regulation S-X.
The
Merger was accounted for as a reverse asset acquisition under existing GAAP. For accounting purposes, Prairie LLC was treated as acquiring
Merger Sub in the Merger. Accordingly, for accounting purposes, the financial statements of the Company represent a continuation of the
financial statements of Prairie LLC with the acquisition being treated as the equivalent of Prairie LLC issuing stock for the net assets
of the Company. On the Closing Date, the assets and liabilities of the Company were recorded based upon relative fair values, with no
goodwill or other intangible assets recorded.
The
unaudited pro forma condensed combined balance sheet as of September 30, 2023 combines the historical balance sheet of the Company as
of September 30, 2023 on a pro forma basis in accordance with Article 11 of Regulation S-X, as amended, as if the Asset Sale and subsequent
events, described in Note 3 below, had been consummated on September 30, 2023.
The
unaudited pro forma condensed combined financial statement of operations for the year ended December 31, 2021 combine the historical
financial statements of the Company with the effects of the Asset Sale on a pro forma basis. The unaudited pro forma condensed combined
statements of operations for the nine months ended September 30, 2023 and the year ended December 31, 2022 combine the historical statements
of operations of Prairie LLC and the historical statements of operations of the Company, as applicable, for such periods on a pro forma
basis giving effect to the Merger, Asset Sale and subsequent events. All such financial statements, adjustments and combined financial
statements have been presented and prepared in accordance with Article 11 of Regulation S-X, as amended, as if the Asset Sale had been
consummated on January 1, 2021 with respect to the statement of operations for the year ended December 31, 2021 and as if the Transactions
and subsequent events, described in Note 3 below, had been consummated on January 1, 2022 with respect to the statements of operations
for the year ended December 31, 2022 and nine months ended September 30, 2023.
The
unaudited pro forma condensed combined financial information is based on, and should be read in conjunction with the audited historical
financial statements of each of Prairie LLC, the Company and the notes thereto, as well as the disclosures contained in the section “Management’s
Discussion and Analysis of Financial Condition and Results of Operations of Prairie Operating Co.” included in the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 31, 2023, and in the Company’s
Quarterly Report on Form 10-Q for the period ended September 30, 2023, filed with the SEC on November 14, 2023.
The
unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and does not necessarily
reflect what the financial condition or results of operations would have been had the Transactions or subsequent events, described in
Note 3 below, occurred on the dates indicated. Further, the unaudited pro forma condensed combined financial information also
may not be useful in predicting the future financial condition and results of operations. The actual financial position and results of
operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma
adjustments represent management’s estimates based on information available as of the date of this filing and are subject to change
as additional information becomes available and analyses are performed.
All
per share and share amounts presented herein have been retroactively adjusted for the effect of the Reverse Stock Split (see Note
3) for all periods presented.
Note
2. Discontinued Operations
On
January 23, 2024, we completed the Asset Sale receiving consideration consisting of (i) $1.0 million in cash and (ii) $1.0 million in
deferred cash payments made out of a portion of the future revenues associated with the Mining Equipment. For purposes of the pro forma
financial statements, this was a significant disposition and requires presentation within discontinued operations and resulted in a net
loss of $1.7 million.
Note
3. Subsequent Events
Reverse
Stock Split
On
October 12, 2023, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Delaware Secretary of State
to effect a reverse stock split of outstanding shares of the Company’s common stock, par value $0.01 per share at an exchange ratio
of 1:28.5714286 (the “Reverse Stock Split”). The Reverse Stock Split became effective on October 16, 2023. The Reverse Stock
Split decreased the number of outstanding shares and increased net loss per common share. All per share and share amounts presented have
been retroactively adjusted for the effect of this reverse stock split for all periods presented.
Conversion
of AR Debentures
In
October 2023, conversion notices were received from holders of the AR Debentures and the Company issued 400,667 shares of Common Stock
to effect the conversion. As a result, the AR Debentures were fully extinguished in October 2023.
Exercise
of Series D B Warrants
On
November 13, 2023, Narrogal Nominees Pty Ltd ATF Gregory K O’Neill Family Trust (“O’Neill Trust”) delivered notice
to the Company of the exercise of Series D B Warrants to purchase 2,000,000 shares of Common Stock at an exercise price of $6.00 per
share for total proceeds to the Company of $12 million.
Deposit
on Nickel Road Asset Purchase
On
January 11, 2024, the Company entered into an asset purchase agreement to acquire the oil and gas assets of Nickel Road for total consideration
of $94.5 million, subject to certain closing price adjustments and other customary closing conditions. The purchase price consists of
$83.0 million in cash and $11.5 million in deferred cash payments. The Company deposited $9 million of the purchase price into an escrow
account on January 11, 2024, which will be released to Nickel Road upon the earlier of the closing date and August 15, 2024, or earlier
under certain circumstances. These pro forma financial statements do not include pro forma adjustments to reflect the Nickel Road Asset
Purchase, except with respect to the payment of the Nickel Road Deposit.
Note
4. Unaudited Pro Forma Adjustments
The
pro forma adjustments included in the unaudited pro forma condensed combined balance sheet as of September 30, 2023 and in the unaudited
pro forma condensed combined statements of operations for the nine months ended September 30, 2023, year ended December 31, 2022, and
year ended December 31, 2021 are as follows:
| |
a) |
Reflects
the adjustment to record the Asset Sale. |
| |
|
|
| |
b) |
Reflects
the conversion of the AR Debentures into Common Stock and payment of accrued interest in cash. |
| |
|
|
| |
c) |
Reflects
the exercise of Series D B Warrants for $12.0 million and issuance of 2,000,000 shares of Common Stock. |
| |
|
|
| |
d) |
Reflects
the reclassification of warrant liabilities, Series D Preferred Stock and Series E Preferred Stock upon the consummation of the Reverse
Stock Split. |
| |
e) |
Reflects
the adjustment for the Nickel Road Deposit. |
| |
|
|
| |
f) |
Reflects
the reclassification of stock based compensation to conform to the Company’s financial statement presentation. |
| |
|
|
| |
g) |
Reflects
the adjustment to interest expense from the conversion of notes payable and the Original Debentures. |
| |
|
|
| |
h) |
Reflects
the adjustment to interest expense from the conversion of the AR Debentures. |
| |
|
|
| |
i) |
Reflects
the adjustment required to reflect classification of warrant liabilities within stockholders’ equity in conjunction with the
Reverse Stock Split. |
| |
|
|
| |
j) |
Reflects
the adjustment to reflect the conversion of the AR Debentures into shares of Common Stock. |
| |
|
|
| |
k) |
Reflects
weighted average shares of Common Stock after the impact of the Transactions and the subsequent events described in Note 3. Shares
of Common Stock issuable upon conversion of Series D Preferred Stock, Series E Preferred Stock, Series A Warrants, Series B Warrants
(other than those exercised as described in Note 3), options, warrants and restricted stock units were excluded in the calculation
of diluted net loss per share for the year ended December 31, 2022 and the nine months ended September 30, 2023 as inclusion
would have been anti-dilutive. Shares of Common Stock issuable upon conversion of options, warrants, preferred stock, convertible
debentures and convertible notes payable were excluded in the calculation of diluted net loss per share for the year ended
December 31, 2021 as inclusion would have been anti-dilutive. The following table sets forth the computation of pro forma weighted
average shares of Common Stock for the nine months ended September 30, 2023, year ended December 31, 2022 and year ended December
31, 2021: |
| | |
Nine
months ended September
30, 2023 | | |
Year
ended December
31, 2022 | | |
Year
ended December
31, 2021 | |
| | |
| | |
| | |
| |
| Weighted
average shares of Common Stock outstanding, basic and diluted (prior to the Asset Sale, Transactions and Subsequent Events) (1) | |
| 137,006 | | |
| — | | |
| 166,434 | |
| | |
| | | |
| | | |
| | |
| Net
adjustment upon consummation of the Transactions to reflect the issuance of shares of Common Stock | |
| 6,158,585 | | |
| 6,158,585 | | |
| — | |
| | |
| | | |
| | | |
| | |
| Adjustment
upon issuance of shares of Common Stock associated with conversion of the AR Debentures | |
| 400,667 | | |
| 400,667 | | |
| — | |
| | |
| | | |
| | | |
| | |
| Adjustment
upon the issuance of shares of Common Stock associated with the O’Neill Trust Series D B Warrant exercise | |
| 2,000,000 | | |
| 2,000,000 | | |
| — | |
| | |
| | | |
| | | |
| | |
| Weighted
average shares of Common Stock outstanding, basic and diluted (Pro Forma) | |
| 8,696,258 | | |
| 8,559,252 | | |
| 166,434 | |
| (1) |
Represents
the historical amount for Creek Road Miners, Inc. for the year ended December 31, 2021 pursuant to the requirements of Article 11 of
Regulation S-X |
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xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
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