The Greenrose Holding Company Inc. (OTC: GNRS, GNRSW) (“Greenrose”
or the “Company”), a multi-state grower and producer of cannabis
brands and products, is reporting financial and operating results
for the second quarter ended June 30, 2022.
Second Quarter 2022 Financial Summary
(Non-GAAP)
|
|
For the three months ended |
|
|
For the six months ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
Successor |
|
|
Predecessor |
|
|
Successor |
|
|
Predecessor |
|
(in thousands) |
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
Net Income (Loss) |
|
$ |
(10,336 |
) |
|
$ |
3,268 |
|
|
$ |
(24,904 |
) |
|
$ |
6,060 |
|
Provision for income taxes |
|
|
753 |
|
|
|
299 |
|
|
|
1,234 |
|
|
|
550 |
|
Interest expense, net |
|
|
6,910 |
|
|
|
44 |
|
|
|
13,529 |
|
|
|
77 |
|
Depreciation & amortization |
|
|
4,671 |
|
|
|
206 |
|
|
|
9,197 |
|
|
|
408 |
|
EBITDA |
|
|
1,998 |
|
|
|
3,817 |
|
|
|
(944 |
) |
|
|
7,095 |
|
Transaction related
fees(a) |
|
|
588 |
|
|
|
294 |
|
|
|
588 |
|
|
|
294 |
|
Change in Fair Value of Financial Instruments(b) |
|
|
(694 |
) |
|
|
- |
|
|
|
(1,164 |
) |
|
|
- |
|
Fair Value Step-up of Inventory (c) |
|
|
2,211 |
|
|
|
- |
|
|
|
4,345 |
|
|
|
- |
|
Infrequent events(d) |
|
|
(1,046 |
) |
|
|
87 |
|
|
|
(235 |
) |
|
|
87 |
|
Management fees(e) |
|
|
- |
|
|
|
400 |
|
|
|
- |
|
|
|
400 |
|
Stock compensation expense (f) |
|
|
- |
|
|
|
- |
|
|
|
662 |
|
|
|
- |
|
Adjusted
EBITDA |
|
$ |
3,057 |
|
|
$ |
4,598 |
|
|
$ |
3,252 |
|
|
$ |
7,876 |
|
(a) |
For the three and six months ended June 30, 2022, transaction fees
relate to the consulting legal and accounting fees related to the
acquisitions of Theraplant and True Harvest and their corresponding
contractual filing requirements of an S-1 to register shares. For
the three and six months ended June 30, 2021, transaction fees
relate to consulting, legal, and accounting fees in preparation for
the Theraplant Business Combination. |
(b) |
Change in Fair Value of Financial Instruments represent the
(gain)/loss related to private warrants and other derivative
instruments. For the three and six months ended June 30, 2022, the
Company recognized a gain of $694 thousand and $1,164 on its
financial instruments which resulted primarily from fluctuations in
the Company’s stock price. |
(c) |
Represents the impact to the cost of goods sold due to the fair
value step up of inventory from purchase accounting. |
(d) |
For the three months ended June 30, 2022, infrequent events relates
to $1,046 thousand gain on contingent consideration. For the six
months ended June 30, 2022, infrequent events relates to the $1,046
thousand gain on contingent consideration, offset by the $811
thousand loss on note settlement. For the six months ended June 30,
2021, the $87 thousand is consisted of $29 thousand related to
costs related to a fire in a grow room causing repair expenses that
had not yet been recovered by insurance, as well as $58 thousand
related to lobbyist fees related to Connecticut cannabis regulation
proposals. |
(e) |
Represents management fees associated with management consulting
services that were not required to be paid after the closing of the
Theraplant Business Combination. |
(f) |
Represents share based compensation incurred for the six months
ended June 30, 2022 as part of the Company’s equity incentive
plan. |
|
Successor |
|
|
Predecessor |
(in thousands) |
June 30, 2022 |
|
|
June 30, 2021 |
Revenues |
$ |
9,191 |
|
|
|
$ |
6,570 |
|
Cost of Goods Sold* |
|
6,297 |
|
|
|
|
2,127 |
|
Gross Profit* |
|
2,894 |
|
|
|
|
4,443 |
|
Gross Margin* |
|
31.5 |
% |
|
|
|
67.6 |
% |
Adjusted EBITDA |
|
3,057 |
|
|
|
|
4,598 |
|
Net Income |
$ |
(10,336 |
) |
|
|
$ |
3,268 |
|
Basic Earnings per Share |
|
(0.63 |
) |
|
|
|
** |
|
* Cost of Goods Sold includes $2,211 of additional expense due
to the fair value step up of inventory from purchase accounting,
which negatively impacts gross profit by $2,211 and gross margin by
24%. **Predecessor earnings per shares attributable to
Angel Founder Units, Series A units, and Series R units were $15.77
per share, respectively; however, presentation of predecessor
results not deemed comparable to results of successor given changes
in capitalization and holding company results of operation.
Management Commentary
“During the second quarter, we continued to strengthen our
operational foundation in both Connecticut and Arizona,” said
Mickey Harley, CEO of Greenrose. “Our revenues increased 40%
year-over-year due to incremental contributions from True Harvest,
where we substantially reduced our inventory backlog and generated
sequential month-over-month sales improvements. At Theraplant, we
continued to navigate demand headwinds within the state’s current
medical market, but worked to further activate our increased
cultivation capacity and build inventory ahead of Connecticut’s
expected commencement of recreational cannabis sales. While we
continued to incur higher costs associated with ramping our
expanded cultivation capacity at both True Harvest and Theraplant,
we believe this work improves our positioning for improving our
operations in Arizona and preparing for Connecticut’s forthcoming
recreational market, respectively. As we progress into the second
half of 2022, we remain focused on leveraging our existing
production efficiencies to deepen and expand our presence in our
existing state markets.
“In Connecticut, we are focused on ramping our harvests to build
additional inventory as we prepare to supply the expected
recreational market, and we are closely monitoring regulatory
progress on this front. After populating all grow rooms at our
expanded Theraplant cultivation operations in the first quarter of
this year, we successfully completed our first harvest out of our
two newest Theraplant grow rooms in June. Subsequent to the second
quarter, Greenrose, together with partners, applied for four retail
licenses and two hybrid retail licenses as part of the state’s
equity joint venture (EJV) program, but the four Greenrose-related
retail licenses were among the 14 retail applications that were
recently denied by Connecticut’s Social Equity Council. We are
working to address deficiencies in the applications.
“In Arizona, we continue activating our expanded cultivation
capacity. While True Harvest’s second quarter revenue continues to
reflect the impacts of production interruptions stemming from
construction on our additional grow rooms, these impacts have
gradually eased relative to the first quarter of this year. We have
opened our seventh and eighth grow rooms at True Harvest and have
overcome some of the post-harvest bottlenecks we experienced in the
first quarter. As we bring more of our capacity online, we look
forward to further improving our operational efficiencies and
implementing them on an even greater scale.”
Paul “Otto” Wimer, Chief Business Officer of Greenrose, added:
“Subsequent to the second quarter, we announced two new key
leadership additions. We appointed Benjamin Rose to our board of
directors, effective August 1, 2022, and named Bernard Wang as our
new chief financial officer, effective August 8, 2022. Mr. Rose and
Mr. Wang bring over 25 years of experience in finance and
investments, and public accounting and management, respectively,
including strong public company and cannabis industry experience.
We believe their deep expertise will help us advance our strategic
progress as an early-stage multi-state operator. With our
strengthened leadership team and our growing production operations,
we aim to continue enhancing our positions in Connecticut and
Arizona to capitalize on market expansion opportunities as they
arise.”
Second Quarter 2022 Financial Results
For the second quarter ended June 30, 2022, the Company’s
revenue, net of discounts increased 40% to $9.2 million compared to
$6.6 million in the prior year quarter. The increase primarily
reflects incremental revenue contributions from True Harvest
compared to the prior year period, which only included
contributions from Theraplant. Theraplant’s second quarter revenues
decreased year-over year as a result of sustained demand headwinds
in Connecticut’s medical market, as well as increased competition
and impacts from the state’s illicit market. True Harvest’s second
quarter revenue performance continues to reflect the impacts of
production disruptions resulting from the facility’s recent
expansion.
Cost of goods sold, net for the second quarter
ended June 30, 2022 was $6.3 million compared to $2.1 million in
the prior year quarter. The increase was due to purchase accounting
considerations in the fair value step up of inventory, which
amounted to a $1.2 million cost increase for Theraplant. Cost of
goods sold during the second quarter also reflects a $2.9 million
cost contribution from True Harvest, including True Harvest’s fair
value step up of inventory. The Company also continued to incur
start-up costs related to initial planting and production processes
at Theraplant’s new production facility, as well as ramping its
expanded capacity at both Theraplant and True Harvest.
Gross profit for the second quarter ended June
30, 2022, was $2.9 million compared to $4.4 million in the prior
year quarter. The decrease was primarily due to the aforementioned
purchase accounting considerations in the fair value step up of
inventory, partially offset by $1.3 million in incremental gross
profit contribution from True Harvest.
General and administrative expenses for the
second quarter ended June 30, 2022 were $3.3 million compared to
$0.6 million in the prior year quarter. The increase was primarily
driven by incremental cost contributions from True Harvest relative
to the prior year period—which only included expenses from
Theraplant—as well as additional public company expenses.
Net income (loss) for the second quarter ended June 30, 2022 was
$(10.3) million compared to $3.3 million in the prior year quarter.
This was primarily attributable to the aforementioned revenue
impacts of the production interruptions at True Harvest and ongoing
demand headwinds in the Connecticut market, as well as increased
interest expense of $6.9 million, purchase accounting fair value
inventory step-up of $2.2 million, and intangible amortization
expense of $4.0 million.
Adjusted EBITDA for the second quarter ended June 30, 2022 was
$3.1 million compared to $4.6 million in the prior year quarter.
The decrease was primarily driven by the aforementioned lower level
of gross profit generated during the quarter, higher corporate
general and administrative expenses, and costs related to ramping
the Company’s production capacity at Theraplant and True
Harvest.
Cash and cash equivalents combined with restricted cash was $2.7
million at June 30, 2022 compared to $9.1 million at December 31,
2021. The decrease was driven by acquisition-related expenses and
debt obligations.
2022 Financial Outlook UpdateDue to regulatory
delays surrounding the expected timing of Connecticut’s
recreational cannabis market, Greenrose is suspending its
previously stated full year 2022 guidance. The Company expects to
re-evaluate and provide further updates on its 2022 outlook as
regulatory visibility improves.
Conference Call
Greenrose will conduct a conference call today at 5:00 p.m.
Eastern time to discuss its results for the second quarter ended
June 30, 2022.
Greenrose management will host the conference call, followed by
a question-and-answer session.
Conference Call Date: August 22, 2022Time: 5:00 p.m. Eastern
timeRegistration Link:
https://register.vevent.com/register/BI9da0da5236ce42a5832d1a111ccf77c5
Please call the conference telephone number 5-10 minutes prior
to the start time. If you have any difficulty connecting with the
conference call, please contact Gateway Group at (949)
574-3860.
The conference call will be broadcast live and available for
replay here.
About The Greenrose Holding Company Inc.The
Greenrose Holding Company Inc. is a multi-state cultivator and
producer of cannabis brands and products. Greenrose is driven by
cultivation. It is understood that being a leader in the cannabis
industry starts with outstanding flower derived from sophisticated
genetics and scalable grow methods. Greenrose aims to be a
vertically integrated company that looks for scale and horizontal
consolidation. For more information, please visit
greenroseholdings.com.
Non-GAAP Financial Measures
Adjusted EBITDA is a non-GAAP financial measures that represents
earnings before interest expense, income taxes, depreciations, and
amortization, or EBITDA, and further adjustments to EBITDA to
exclude certain non-cash items and other non-recurring items that
management believes are not indicative of ongoing operations. We
disclose EBITDA and Adjusted EBITDA because these non-GAAP measures
are key measures used by our management to evaluate our business,
measure its operating performance, and make strategic decisions. We
believe EBITDA and Adjusted EBITDA may be useful for investors and
others in understanding and evaluating our operations results in
the same manner as its management. However, EBITDA and Adjusted
EBITDA are not financial measures calculated in accordance with
GAAP and should not be considered as a substitute for net income,
income before income taxes, or any other operating performance
measure calculated in accordance with GAAP. Using these non-GAAP
financial measures to analyze our business would have material
limitations because the calculations are based on the subjective
determination of management regarding the nature and classification
of events and circumstances that investors may find significant. In
addition, although other companies in our industry may report
measures titled EBITDA and Adjusted EBITDA or similar measures,
such non-GAAP financial measures may be calculated differently from
how we calculate non-GAAP financial measures, which reduces their
overall usefulness as comparative measures. Because of these
limitations, you should consider EBITDA and Adjusted EBITDA
alongside other financial performance measures, including net
income and our other financial results presented in accordance with
GAAP.
Forward-Looking StatementsCertain statements
made in this release are "forward looking statements" within the
meaning of the "safe harbor" provisions of the United States
Private Securities Litigation Reform Act of 1995. When used in this
press release, the words "estimates," "projected," "expects,"
"anticipates," "forecasts," "plans," "intends," "believes,"
"seeks," "may," "will," "should," "future," "propose" and
variations of these words or similar expressions (or the negative
versions of such words or expressions) are intended to identify
forward-looking statements. These forward-looking statements are
not guarantees of future performance, conditions or results, and
involve a number of known and unknown risks, uncertainties,
assumptions and other important factors, many of which are outside
Greenrose's control, that could cause actual results or outcomes to
differ materially from those discussed in the forward-looking
statements. Important factors, among others, that may affect actual
results or outcomes include:
- liquidity of Greenrose's stock;
- Greenrose's ability to manage growth; Greenrose's ability to
identify and integrate other future acquisitions;
- servicing Greenrose debt will require a significant amount of
cash;
- lacking sufficient capital or the inability to raise additional
capital, whether equity or debt;
- rising costs adversely affecting Greenrose's
profitability;
- competition in the legal cannabis industry;
- adverse changes to the legal environment for the cannabis
industry; and general economic and market conditions impacting
demand for Greenrose's products and services;
- failure to realize the anticipated benefits of recently
completed and future acquisitions, including delays in consummating
any future acquisitions or difficulty in, or costs associated with,
integrating the businesses of Greenrose, Theraplant and True
Harvest;
- prevailing prices for cannabis products in the markets in which
Greenrose operates;
- new regulations or pending changes (and the timing of any such
changes) in the current regulations in the states of Connecticut
and Arizona where the businesses of Theraplant and True Harvest
operate, respectively;
- the effects of competition on Greenrose’s business;
- costs related to potential acquisitions; and
- those factors discussed in Greenrose’s Form 10-K filed April
15, 2022 under the heading “Risk Factors,” and other documents of
Greenrose filed, or to be filed, with the SEC.
If the risks materialize or assumptions prove
incorrect, actual results could differ materially from the results
implied by these forward-looking statements. There may be
additional risks that Greenrose does not presently know or that
Greenrose currently believes are immaterial that could also cause
actual results to differ from those contained in the
forward-looking statements.
In addition, forward-looking statements reflect
Greenrose’s expectations, plans or forecasts of future events and
views as of the date hereof. Greenrose anticipates that subsequent
events and developments will cause its assessments to change.
However, while Greenrose may elect to update these forward-looking
statements at some point in the future, Greenrose specifically
disclaims any obligation to do so. These forward-looking statements
should not be relied upon as representing Greenrose’s assessments
as of any date subsequent to the date hereof. Accordingly, readers
should not unduly rely on any projections or other forward-looking
statements or data contained herein.
Investor Relations Contact:Gateway Group, Inc.
Cody Slach or Jackie Keshner(949) 574-3860GNRS@gatewayir.com
Greenrose Contact:Daniel HarleyExecutive Vice
President, Investor Relations(516)
307-0383ir@greenroseholdings.com
The Greenrose Holding Company
Inc.Condensed Consolidated Balance Sheets
As of June 30, 2022 and December 31,
2021(in thousands, except share
amounts)
|
|
June 30, |
|
|
December 31, |
|
|
|
2022 |
|
|
2021 |
|
|
|
(Unaudited) |
|
|
|
|
Assets |
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
981 |
|
|
$ |
7,240 |
|
Restricted Cash |
|
|
1,743 |
|
|
|
1,817 |
|
Marketable Security |
|
|
633 |
|
|
|
1,694 |
|
Accounts Receivable, net |
|
|
2,604 |
|
|
|
1,197 |
|
Inventories |
|
|
11,121 |
|
|
|
12,513 |
|
Prepaid expenses and other current assets |
|
|
1,289 |
|
|
|
3,031 |
|
Total current assets |
|
|
18,371 |
|
|
|
27,492 |
|
Intangible assets, net |
|
|
105,784 |
|
|
|
113,684 |
|
Property and equipment, net |
|
|
25,215 |
|
|
|
25,209 |
|
Goodwill |
|
|
65,791 |
|
|
|
71,658 |
|
Other assets |
|
|
1,199 |
|
|
|
1,050 |
|
Total assets |
|
$ |
216,360 |
|
|
$ |
239,093 |
|
Liabilities and Stockholders’ Equity |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses |
|
$ |
11,633 |
|
|
$ |
18,916 |
|
Current Tax Payable |
|
|
1,210 |
|
|
|
38 |
|
Current Portion of Note Payable |
|
|
110,083 |
|
|
|
106,015 |
|
Convertible Promissory Note - Related Parties |
|
|
- |
|
|
|
2,000 |
|
Promissory Notes - Related Parties |
|
|
- |
|
|
|
641 |
|
Due to Related Parties |
|
|
870 |
|
|
|
846 |
|
Due to Prior Members |
|
|
599 |
|
|
|
1,130 |
|
Other Current Liabilities |
|
|
168 |
|
|
|
1,340 |
|
Total current liabilities |
|
|
124,563 |
|
|
|
130,926 |
|
Contingent Consideration |
|
|
14,215 |
|
|
|
20,880 |
|
Note Payable, Net of Current Portion |
|
|
9,723 |
|
|
|
- |
|
Private Warrants Liabilities |
|
|
556 |
|
|
|
436 |
|
Warrant Liabilities |
|
|
16,958 |
|
|
|
16,601 |
|
Derivative Liability |
|
|
- |
|
|
|
1,167 |
|
Total liabilities |
|
|
166,015 |
|
|
|
170,010 |
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ Equity |
|
|
|
|
|
|
|
|
Common stock, $0.0001 par value; 150,000,000 shares authorized;
17,649,561 and 16,061,190 shares issued and outstanding at June 30,
2022 December 31, 2021, respectively. |
|
|
2 |
|
|
|
2 |
|
Preferred stock, $0.0001 par value; 1,000,000 shares authorized;
none issued and outstanding |
|
|
- |
|
|
|
- |
|
Additional paid-in capital |
|
|
77,025 |
|
|
|
70,859 |
|
Accumulated deficit |
|
|
(26,682 |
) |
|
|
(1,778 |
) |
Total Stockholders’ Equity |
|
|
50,345 |
|
|
|
69,083 |
|
Total liabilities and Stockholders’ Equity |
|
$ |
216,360 |
|
|
$ |
239,093 |
|
The Greenrose Holding Company
Inc.Condensed Consolidated Statements of
Operations (Unaudited)For the three and six months
ended June 30, 2022 and 2021(in thousands, except
share and per share amounts)
|
|
For the Three Months Ended |
|
|
For the Six Months Ended |
|
|
|
Successor |
|
|
Predecessor |
|
|
Successor |
|
|
Predecessor |
|
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
Revenue |
|
$ |
9,191 |
|
|
$ |
6,570 |
|
|
$ |
17,380 |
|
|
$ |
13,720 |
|
Cost of Goods
Sold |
|
|
6,297 |
|
|
|
2,127 |
|
|
|
12,650 |
|
|
|
4,825 |
|
Gross
Profit |
|
|
2,894 |
|
|
|
4,443 |
|
|
|
4,730 |
|
|
|
8,895 |
|
Expenses from
Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and Marketing |
|
|
27 |
|
|
|
183 |
|
|
|
53 |
|
|
|
187 |
|
General, and Administrative |
|
|
3,296 |
|
|
|
634 |
|
|
|
8,272 |
|
|
|
1,995 |
|
Depreciation and Amortization |
|
|
3,984 |
|
|
|
15 |
|
|
|
7,945 |
|
|
|
26 |
|
Total Expenses from Operations |
|
|
7,307 |
|
|
|
832 |
|
|
|
16,270 |
|
|
|
2,208 |
|
Income From Operation |
|
|
(4,413 |
) |
|
|
3,611 |
|
|
|
(11,540 |
) |
|
|
6,687 |
|
Other income
(expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense), net |
|
|
1,046 |
|
|
|
- |
|
|
|
235 |
|
|
|
- |
|
Interest Expense, net |
|
|
(6,910 |
) |
|
|
(44 |
) |
|
|
(13,529 |
) |
|
|
(77 |
) |
Change in Fair Value in Financial Instruments |
|
|
694 |
|
|
|
- |
|
|
|
1,164 |
|
|
|
- |
|
Total other income (expense), net |
|
|
(5,170 |
) |
|
|
(44 |
) |
|
|
(12,130 |
) |
|
|
(77 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Before Provision for Income Taxes |
|
|
(9,583 |
) |
|
|
3,567 |
|
|
|
(23,670 |
) |
|
|
6,610 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for Income Taxes |
|
|
(753 |
) |
|
|
(299 |
) |
|
|
(1,234 |
) |
|
|
(550 |
) |
Net
Income |
|
$ |
(10,336 |
) |
|
$ |
3,268 |
|
|
$ |
(24,904 |
) |
|
$ |
6,060 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor earnings per
share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common
share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted |
|
$ |
(0.63 |
) |
|
|
|
|
|
$ |
(1.54 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted |
|
|
16,523,208 |
|
|
|
|
|
|
|
16,210,535 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Predecessor earnings
per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income per share – basic
and diluted – attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Angel Founder Units |
|
|
|
|
|
$ |
15.77 |
|
|
|
|
|
|
$ |
29.31 |
|
Series A Units |
|
|
|
|
|
$ |
15.77 |
|
|
|
|
|
|
$ |
29.31 |
|
Series R Units |
|
|
|
|
|
$ |
15.77 |
|
|
|
|
|
|
$ |
29.31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares – basic and diluted – attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Angel Founder Units |
|
|
|
|
|
|
110,000 |
|
|
|
|
|
|
|
110,000 |
|
Series A Units |
|
|
|
|
|
|
42,761 |
|
|
|
|
|
|
|
42,761 |
|
Series R Units |
|
|
|
|
|
|
54,000 |
|
|
|
|
|
|
|
54,000 |
|
The Greenrose Holding Company
Inc.Condensed Consolidated Statements of Changes
in Stockholders’ Equity/Members’ Equity
(Unaudited)For the three and six months ended June
30, 2022 and 2021
|
|
Successor |
|
(in
thousands except share amounts) |
|
Common Stock |
|
|
Amount |
|
|
Additional Paid In
Capital |
|
|
Accumulated (Deficit) |
|
|
Total Stockholder’s
Equity |
|
Balance at December 31, 2021 |
|
|
16,061,190 |
|
|
$ |
2 |
|
|
$ |
70,859 |
|
|
$ |
(1,778 |
) |
|
$ |
69,083 |
|
Issuance of stock options |
|
|
- |
|
|
|
- |
|
|
|
225 |
|
|
|
- |
|
|
|
225 |
|
Settlement of Investor Shares released from lockup |
|
|
- |
|
|
|
- |
|
|
|
1,390 |
|
|
|
- |
|
|
|
1,390 |
|
Issuance of shares in settlement of promissory note |
|
|
685,289 |
|
|
|
- |
|
|
|
2,864 |
|
|
|
- |
|
|
|
2,864 |
|
Issuance of shares to board members |
|
|
73,700 |
|
|
|
- |
|
|
|
387 |
|
|
|
- |
|
|
|
387 |
|
Issuance of shares to Investor |
|
|
753,165 |
|
|
|
- |
|
|
|
1,000 |
|
|
|
- |
|
|
|
1,000 |
|
Issuance of shares to vender |
|
|
11,905 |
|
|
|
- |
|
|
|
50 |
|
|
|
- |
|
|
|
50 |
|
Net Loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(14,568 |
) |
|
|
(14,568 |
) |
Balance at March 31, 2022 |
|
|
17,585,249 |
|
|
$ |
2 |
|
|
$ |
76,775 |
|
|
$ |
(16,346 |
) |
|
$ |
60,431 |
|
Share repayment of Imperial Note |
|
|
64,312 |
|
|
|
- |
|
|
|
250 |
|
|
|
- |
|
|
|
250 |
|
Net Loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(10,336 |
) |
|
|
(10,336 |
) |
Balance at June 30, 2022 |
|
|
17,649,561 |
|
|
$ |
2 |
|
|
$ |
77,025 |
|
|
$ |
(26,682 |
) |
|
$ |
50,345 |
|
|
|
Predecessor |
|
(in
thousands) |
|
Total Members’
Equity |
|
Balance, December 31, 2020 |
|
$ |
12,245 |
|
Distributions to Members |
|
|
- |
|
Net Income |
|
|
2,792 |
|
Balance at March 31,
2021 |
|
$ |
15,037 |
|
Distributions to Members |
|
|
(4,000 |
) |
Net Income |
|
|
3,268 |
|
Balance at June 30,
2021 |
|
$ |
14,305 |
|
The Greenrose Holding Company
Inc.Condensed Consolidated Statement of Cash Flows
(Unaudited)For the six months ended June 30, 2022
and 2021(in thousands)
|
|
Successor |
|
|
Predecessor |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2022 |
|
|
2021 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
Net income (loss) |
|
$ |
(24,904 |
) |
|
$ |
6,060 |
|
Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
9,197 |
|
|
|
408 |
|
Change in fair value in financial instruments |
|
|
1,454 |
|
|
|
- |
|
Gain on contingent consideration |
|
|
(1,045 |
) |
|
|
- |
|
Share based compensation |
|
|
662 |
|
|
|
- |
|
Amortization of debt discount & issuance fees |
|
|
2,935 |
|
|
|
- |
|
Interest Expense - PIK |
|
|
4,541 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Change in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
(1,407 |
) |
|
|
(40 |
) |
Prepaid expenses and other assets |
|
|
1,593 |
|
|
|
(108 |
) |
Inventories |
|
|
1,392 |
|
|
|
(46 |
) |
Accounts payable and accrued liabilities |
|
|
3,222 |
|
|
|
607 |
|
Deferred tax liabilities |
|
|
1,172 |
|
|
|
1 |
|
Net Cash Provided by (Used in) Operating
Activities |
|
|
(1,188 |
) |
|
|
6,882 |
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Purchases of property and equipment |
|
|
(1,287 |
) |
|
|
(3,276 |
) |
Net cash used in investing activities |
|
|
(1,287 |
) |
|
|
(3,276 |
) |
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Proceeds from notes payable |
|
|
- |
|
|
|
1,780 |
|
Principal repayments of notes payable |
|
|
(3,858 |
) |
|
|
(34 |
) |
Distributions to members |
|
|
- |
|
|
|
(3,856 |
) |
Net Cash Used in Financing Activities |
|
|
(3,858 |
) |
|
|
(2,110 |
) |
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash, cash equivalents and
restricted cash |
|
|
(6,333 |
) |
|
|
1,496 |
|
Cash, cash equivalents and restricted cash, beginning of
period |
|
|
9,057 |
|
|
|
2,263 |
|
Cash, cash equivalents and restricted cash, end of period |
|
|
2,724 |
|
|
|
3,759 |
|
|
|
|
|
|
|
|
|
|
Reconciliation of cash, cash equivalents and restricted
cash |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
981 |
|
|
|
3,759 |
|
Restricted cash |
|
|
1,743 |
|
|
|
- |
|
Total cash, cash equivalents and restricted cash, end of
period |
|
$ |
2,724 |
|
|
$ |
3,759 |
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow
information |
|
|
|
|
|
|
|
|
Cash paid for interest (net of interest capitalized) |
$ |
|
2,870 |
|
|
|
|
|
Cash paid for income taxes |
$ |
|
62 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of non-cash investing and financing
activities |
|
|
|
|
|
|
|
|
Investor shares released from lockup |
$ |
|
1,390 |
|
|
|
|
|
Investor share settled liabilities |
$ |
|
1,250 |
|
|
|
|
|
Settlement of Sponsor Notes |
$ |
|
2,641 |
|
|
|
|
|
Reclass of accrued liability to note payable |
$ |
|
10,423 |
|
|
|
|
|
Goodwill measurement period adjustment |
$ |
|
5,867 |
|
|
|
|
|
Capital expenditures payable |
$ |
|
16 |
|
|
|
|
|
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