EX-99.3 4 brhc10042920_ex99-3.htm EXHIBIT 99.3
 Pictured: Actual Reclaimed Waste Coal Site in Russellton, PA  Stronghold Investor Presentation  October 14, 2022  Exhibit 99.3 
 

 Disclaimer  The information, financial projections and other estimates contained herein contain “forward-looking” statements as that term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995, including, but not limited to the anticipated performance of the Company as a result of the recent restructuring of the Company’s debt. Such financial projections and estimates are as to future events and are not to be viewed as facts, and reflect various assumptions of management of the Company concerning the future performance of the Company and are subject to significant business, financial, economic, operating, competitive and other risks and uncertainties and contingencies (many of which are difficult to predict and beyond the control of the Company) that could cause actual results to differ materially from the statements and information included herein. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words “may,” “will,” “should,” “potential,” “intend,” “expect,” “endeavor,” “seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,” “could,” “project,” “predict,” “continue,” “target” or other similar words or expressions. Forward-looking statements are based upon current plans, estimates and expectations that are subject to risks, uncertainties and assumptions. Forward-looking statements may include statements about various risks and uncertainties, including those described under the heading "Risk Factors" as detailed from time to time in Stronghold’s reports filed with the SEC, including Stronghold’s annual report on Form 10-K, periodic quarterly reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC. Such risk and uncertainties are not exclusive. Any forward-looking statements speak only as of the date of this communication. The Company does not undertake any obligation to update any forward-looking statements, whether as a result of new information or development, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements. In addition, such information, financial projections and estimates were not prepared with a view to public disclosure or compliance with published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants or U.S. generally accepted accounting principles (“GAAP”). Accordingly, although the Company’s management believes the financial projections and estimates contained herein represent a reasonable estimate of the Company’s projected financial condition and results of operations based on assumptions that the Company’s management believes to be reasonable at the time such estimates are made and at the time the related financial projections and estimates are disclosed, there can be no assurance as to the reliability or correctness of such information, financial projections and estimates, nor should any assurances be inferred, and actual results may vary materially from those projected. This presentation includes financial measures that are not presented in accordance with GAAP. While management believes such non-GAAP measures are useful, it is not a measure of our financial performance under GAAP and should not be considered in isolation or as an alternative to any measure of such performance derived in accordance with GAAP. These non-GAAP measures have limitations as analytical tools and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP. Certain information contained herein has been derived from sources prepared by third parties. While such information is believed to be reliable for the purposes used herein, none of the Company or any of its affiliates, directors, officers, employees, members, partners, shareholders or agents makes any representation or warranty with respect to the accuracy or completeness of such information. Although the Company believes the sources are reliable, it has not independently verified the accuracy or completeness of data from such sources. Additionally, descriptions herein of market conditions and opportunities are presented for informational purposes only; there can be no assurance that such conditions will actually occur or result in positive returns. Recipients of this presentation should make their own investigations and evaluations of any information referenced herein. Information regarding performance by, or businesses associated with our management team and their respective affiliates is presented for informational purposes only. You should not rely on the historical record of our management team’s performance or the performance of their respective affiliates as indicative of our future performance. The recipient should not construe the contents of this presentation as legal, tax, accounting or investment advice or a recommendation. The recipient should consult its own counsel, tax advisors and financial advisors as to legal and related matters concerning the matters described herein. By reviewing this presentation, the recipient confirms that it is not relying upon the information contained herein to make any decision. This presentation does not purport to be all-inclusive or to contain all of the information that the recipient may require to make any decision.  2 
 

 Step-function Improvement in Leverage Profile  3  ~$65mm out of ~$67mm of principal amount of NYDIG debt extinguished  As previously disclosed, SDIG entered into an agreement with NYDIG and BankProv (another participating lender) to sell ~26,000 miners in exchange for extinguishing ~$67mm of principal amount of debt outstanding  On 9/30/22, SDIG completed sale of initial 3 tranches of miners to extinguish ~$27mm of debt  On 10/13/22, SDIG completed sale of additional 3 tranches of miners to extinguish ~$38mm of debt  ~$65mm of debt has now been extinguished, and the remaining ~$2mm will be extinguished upon the release of ~500 Bitmain miners from U.S. Customs and delivery to NYDIG  We estimate that we could replace the ~26,000 returned miners for <$40mm at current market prices, compared to the ~$67mm of debt that is being extinguished  Taking disciplined approach to replacing miners given attractive forward grid prices vs. BTC mining economics  As previously disclosed, binding commitment from WhiteHawk includes ~$20mm of additional borrowing capacity, which can be used to fund miner purchases 
 

 Significantly Reduced Debt through Execution of Previously Disclosed Restructuring Transactions  4  Note: As of 6/30/22, book value of debt was ~$127.5mm, with ~$18.4mm of deferred loan fees, equity, and other fair value adjustments driving the deviation from principal amount outstanding  Note: As of 10/12/22, book value of debt was ~$43.8mm, with ~$15.3mm of deferred loan fees, equity, and other fair value adjustments driving the deviation from principal amount outstanding  Note: Restructuring transactions related to WhiteHawk Equipment Financings and the May Private Placement Convertible Notes were previously disclosed  6/30/22 and Pro Forma Principal Amount of Debt Outstanding ($mm)  Debt eliminated through return of ~26,000 miners  ~$2mm remains outstanding until ~500 miners that are held in U.S. Customs are delivered to NYDIG  Reduced through principal repayments since 6/30/22  Working to close financing that replaces existing equipment financings with secured, 36-month debt with ~$20mm of incremental capacity  Reduced through lowering strike price on ~6.3mm warrants from $2.50/share to $0.01/share  Able to repay remaining principal in stock, warrants, or cash 
 

 Step-function Improvement in Cash Flow Profile  Elimination of all go-forward profit share payments (35% of miner revenue net of $0.027/kWh), which were expected to be ~$0.5-1.1mm per month until the halving and ~$10-25mm cumulatively through Sep. 2024 1  Elimination of ~$2.6mm payable to Northern Data  Right to operate ~50 MW of Northern Data’s modular datacenter containers for 2 years for only $1,000/year  Option, but not obligation, to purchase the containers at end of 2-year term for $2-6mm, based on the prevailing hash price2,3, less any expenditures made by SDIG to upgrade the datacenter containers, up to a $1.5mm cap  SDIG to pay Northern Data $4.5mm ($2.5mm already paid, with remaining $2mm to be paid in 4Q 2022)  We estimate the undiscounted value of this agreement (2-year net cash flow impact) to be ~$7-20mm 1  Additionally, as previously disclosed, SDIG returned 2,675 miners to Northern Data in exchange for a full release from paying the purchase price of ~$8.8mm  5  See analysis on page 6  Hash price calculation: [Bitcoin price] x [# of BTC mined per day globally (~900 currently and ~450 post-halving)] ÷ [Bitcoin network hash rate (TH/s)]  Per the agreement, the containers cost $2mm for hash price ≤ $0.08, $3mm for $0.08 < hash price ≤ $0.10, $4mm for $0.10 < hash price ≤ $0.12, $5mm for $0.12 < hash price ≤ $0.14, and $6mm thereafter  Favorable mutual termination of Northern Data Hosting Agreement 
 

 Termination of Northern Data Hosting Agreement  6  Management believes this is a very beneficial outcome for SDIG and its shareholders  Termination Expected to Improve SDIG Cash Flow Profile and Offer Strong Returns 1,2  What SDIG Pays  $2.5mm in upfront cash (already paid)  $1.0mm cash payment in October and $1.0mm cash payment in November  De minimis $1,000 annual lease payment for ~50 MW of modular datacenter containers  What SDIG Receives  Elimination of go-forward profit share payments to Northern Data – expected to save ~$10-25mm over next 2 years 1  Elimination of ~$2.6mm payable to Northern Data  Option to purchase ~50 MW of modular datacenter containers for $2-6mm based on hash price (would only be $2-3mm for the market cases shown below)  Note: assumes 250 EH/s network hash rate for all cases until the halving in April 2024, at which time network hash rate is reduced by 35%   Assumes ~1.33 EH/s of hash rate capacity with average miner efficiency of 37 J/T; assumes 95% miner uptime; assumes Northern Data would receive 35% of revenue net of $27/MWh  Cash flow and returns figures assume 1) cash outflows consistent with bullets under “What SDIG Pays”, 2) a cash outflow in September 2024 to purchase the modular datacenter containers that is based on the prevailing hash price for each market case, 3) cash inflows equal to forecasted profit share payments avoided, 4) a cash inflow in November 2022 equal to the elimination of the ~$2.6mm payable