TWO RIVERS WATER & FARMING Co

CIK:0001302946|SEC Filings

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Revenue:
Total Revenue	$ 108	$ 5	$ 145	$ 22
Direct cost of revenue
Gross Margin	108	5	145	22
Operating Expenses
General and administrative	312	661	1,149	1,838
Dam demolition expense	(825)	1,800	(825)	1,800
Depreciation and amortization	16	17	48	75
Total operating expenses	(497)	2,478	372	3,713
Profit (Loss) from Operations	605	(2,473)	(227)	(3,691)
Other Income (Expense)
Interest expense	(390)	(217)	(918)	(736)
Gain (loss) on disposal of assets and intangibles		37	85	114
Loss on debt settlement			33
Other income	1	4	1	15
Gain on de-consolidation of GrowCo				12,773
Loss on investment in GrowCo Partners 1, LLC	(26)		(98)	(617)
Total other income (expense)	(415)	(176)	(897)	11,549
Net Profit (Loss) from Continuing Operations Before Taxes	190	(2,649)	(1,124)	7,858
Income tax (provision) benefit
Net Profit (Loss) from Continuing Operations After Taxes	190	(2,649)	(1,124)	7,858
Net (Loss) from Deconsolidation and Discontinued Operations				(810)
Net Profit (Loss) before Preferred Dividends and Non-Controlling Interest	190	(2,649)	(1,124)	7,048
Preferred distributions	(6)	(6)	(18)	(1,002)
Net loss attributable to non-controlling interest
Net Profit (Loss) Attributable to Common Shareholders	$ 184	$ (2,655)	$ (1,142)	$ 6,046
Profit (Loss) Per Common Share - Basic:	$ 0.00	$ (0.08)	$ (0.02)	$ 0.18
Profit (Loss) Per Common Share - Basic and Dilutive:	$ 0.00	$ (0.08)	$ (0.02)	$ 0.16
Weighted Average Shares Outstanding:
Basic	71,006,000	34,256,000	57,057,000	33,529,000
Dilutive	85,867,000	34,256,000	57,057,000	37,149,000
Distribution Rights [Member]
Revenue:
Total Revenue	$ 100		$ 100
Land Leasing [Member]
Revenue:
Total Revenue			34
Other [Member]
Revenue:
Total Revenue	5	5	8
Sales [Member]
Revenue:
Total Revenue	$ 3		$ 3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Cash Flows from Operating Activities:
Net loss, before NCI			$ (1,142)	$ 6,046
Net loss from discontinued operations				810
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization	16	17	48	75
Accretion of debt discount			313	178
Loss (Gain) from debt extinguishment			(33)
Loss of modification of convertible debt			(8)
Stock issued for services			144
Stock option and warrant exercise			290	1,220
Gain on deconsolidation				(12,773)
Loss of investment in GrowCo	26		98	617
Loss (Gain) from disposal of fixed assets			(85)	(114)
Net change in operating assets and liabilities
Decrease (Increase) in accounts receivable, related party			(4)	2
Decrease in deposits, prepaid expenses and other assets			(2)	(47)
Increase (decrease) in accounts payable			77	93
Increase in distribution payable to preferred shareholders			18	1,002
Increase in accrued liabilities and other			(503)	2,067
Net Cash Used in Operating Activities			(789)	(824)
Cash Flows from Investing Activities:
Purchase of property and equipment			(33)
Sale of property and equipment			47	72
Investment in water assets				(102)
Acquisition			9
Net Cash Used in Investing Activities			23	(30)
Cash Flows from Financing Activities:
Borrowings on debt - related party			20
Proceeds from debt			1,235	1,426
Payment on notes payable			(94)	(532)
Net Cash Provided by Financing Activities			1,161	894
Net Increase in Cash & Cash Equivalents			395	40
Beginning Cash & Cash Equivalents			6	14	$ 14
Ending Cash & Cash Equivalents	$ 401	$ 54	401	54	$ 6
Supplemental Disclosure of Cash Flow Information
Cash paid for interest				196
Shares issued in exchange for debt			357
Conversion of debt, preferred shares into Two Rivers common stock			287	100
Land exchanged for debt			58
Equipment exchanged for debt			14
Debt discount from beneficial conversion feature			516
Cashless exercise of warrants			$ 1	$ 1

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Current Assets:
Cash and cash equivalents	$ 401	$ 6
Accounts receivable, related party	17	0
Deposits and other current assets	63	58
Total Current Assets	481	64
Long Term Assets
Property, equipment and software, net	5	20
Land	3,252	3,299
Water assets	24,891	24,891
Supply rights	480
Investment in GCP1	2,192	2,289
Goodwill	14,100
Other long term assets	98	96
Total Long Term Assets	45,018	30,595
TOTAL ASSETS:	45,499	30,695
Current Liabilities:
Accounts payable	1,305	1,243
Accrued liabilities	5,963	5,780
Current portion of notes payable, net of discount	9,329	8,099
Preferred dividend payable	4,988	4,970
Total Current Liabilities	21,585	20,092
Notes payable, net of current portion	868	1,173
Total Liabilities	22,453	21,265
Commitments & Contingencies (Notes 4,7,9,10)
Stockholders' Equity:
Common stock, $0.001 par value, 200,000,000 shares authorized, 83,195,939 shares issued and outstanding at September 30, 2019 and 45,574,458 shares issued and outstanding at December 31, 2018	84	46
Preferred shares, $0.001 par value, 5,000,000 shares authorized, 64,935 shares issued and outstanding at September 30, 2019 and December 31, 2018.	252	252
Additional paid-in capital	95,942	81,186
Accumulated (deficit)	(95,596)	(94,454)
Total Two Rivers Water & Farming Company Stockholders' Equity	682	(12,970)
Noncontrolling interest in subsidiaries	22,364	22,364
Total Stockholders' Equity	23,046	9,394
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY	$ 45,499	$ 30,659