Greenrose Holding Co Inc.

CIK:0001790665|SEC Filings

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Successor
Revenue	$ 7,849		$ 25,229
Cost of Goods Sold	5,246		17,896
Gross Profit	2,603		7,333
Expenses from Operations
Selling and Marketing	25		78
General, and Administrative	4,609		12,881
Depreciation and Amortization	3,968		11,913
Asset impairment	33,154		33,154
Total Expenses from Operations	41,756		58,026
Income (Loss) From Operation	(39,153)		(50,693)
Other income (expense):
Other income (expense), net	(1,008)		(773)
Interest Expense, net	(10,113)		(23,642)
Gain on Settlement of Financial Instruments	1,683		1,683
Change in Fair Value in Financial Instruments	13,504		14,668
Total other income (expense), net	4,066		(8,064)
Income (Loss) Before Provision for Income Taxes	(35,087)		(58,757)
Provision for Income Taxes	(948)		(2,182)
Net Income (Loss)	$ (36,035)		$ (60,939)
Earnings per common share
Basic and diluted (in Dollars per share)	$ (2.18)		$ (3.64)
Weighted average shares outstanding
Basic and diluted (in Shares)	16,536,985		16,747,807
Predecessor
Revenue		$ 6,236		$ 19,956
Cost of Goods Sold		2,187		7,012
Gross Profit		4,049		12,944
Expenses from Operations
Selling and Marketing		12		199
General, and Administrative		850		2,845
Depreciation and Amortization		15		41
Total Expenses from Operations		877		3,085
Income (Loss) From Operation		3,172		9,859
Other income (expense):
Other income (expense), net
Interest Expense, net		(58)		(135)
Gain on Settlement of Financial Instruments
Total other income (expense), net		(58)		(135)
Income (Loss) Before Provision for Income Taxes		3,114		9,724
Provision for Income Taxes		(262)		(812)
Net Income (Loss)		$ 2,852		$ 8,912
Angel Founder Units \| Predecessor
Earnings per common share
Basic and diluted (in Dollars per share)		$ 13.79		$ 43.1
Weighted average shares outstanding
Basic and diluted (in Shares)		110,000		110,000
Series A Units \| Predecessor
Earnings per common share
Basic and diluted (in Dollars per share)		$ 13.8		$ 43.11
Weighted average shares outstanding
Basic and diluted (in Shares)		42,761		42,761
Series R Units \| Predecessor
Earnings per common share
Basic and diluted (in Dollars per share)		$ 13.8		$ 43.11
Weighted average shares outstanding
Basic and diluted (in Shares)		54,000		54,000

Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Successor
Cash flows from operating activities:
Net income (loss)	$ (60,939)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	13,858
Change in fair value in financial instruments	1,346
Gain/loss on settlement of financial instruments	(1,683)
Asset impairment	33,154
Gain on contingent consideration	(15,204)
Share based compensation	810
Amortization of debt discount & issuance fees	4,764
Interest Expense - PIK	6,933
Change in operating assets and liabilities:
Accounts receivable	(757)
Prepaid expenses and other assets	2,280
Inventories	635
Accounts payable and accrued liabilities	6,906
Deferred tax liabilities	2,111
Net Cash Provided by (Used in) Operating Activities	(5,786)
Cash flows from investing activities:
Purchases of property and equipment	(1,470)
Proceeds from sale of investment	385
Net cash used in investing activities	(1,085)
Cash flows from financing activities:
Proceeds from notes payable
Principal repayments of notes payable	(1,220)
Distributions to members
Net Cash Used in Financing Activities	(1,220)
Net increase (decrease) in cash, cash equivalents and restricted cash	(8,091)
Cash, cash equivalents and restricted cash, beginning of period	9,057
Cash, cash equivalents and restricted cash, end of period	966
Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents	962
Restricted cash	4
Total cash, cash equivalents and restricted cash, end of period	966
Supplemental disclosure of cash flow information
Cash paid for interest (net of interest capitalized)	5,190
Cash paid for income taxes	70
Supplemental disclosure of non-cash investing and financing activities
Investor shares released from lockup	1,390
Investor share settled liabilities	1,325
Settlement of Sponsor Notes	2,640
Reclass of accrued liability to note payable	10,423
Goodwill measurement period adjustment	5,867
Warrant cash exercise conversion to debt	15,300
Capital expenditures payable	$ 241
Predecessor
Cash flows from operating activities:
Net income (loss)		$ 8,912
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		617
Change in fair value in financial instruments
Gain/loss on settlement of financial instruments
Asset impairment
Gain on contingent consideration
Share based compensation
Amortization of debt discount & issuance fees
Interest Expense - PIK
Change in operating assets and liabilities:
Accounts receivable		40
Prepaid expenses and other assets		(7)
Inventories		56
Accounts payable and accrued liabilities		229
Deferred tax liabilities		1
Net Cash Provided by (Used in) Operating Activities		9,848
Cash flows from investing activities:
Purchases of property and equipment		(4,799)
Proceeds from sale of investment
Net cash used in investing activities		(4,799)
Cash flows from financing activities:
Proceeds from notes payable		3,650
Principal repayments of notes payable		(51)
Distributions to members		(7,170)
Net Cash Used in Financing Activities		(3,571)
Net increase (decrease) in cash, cash equivalents and restricted cash		1,478
Cash, cash equivalents and restricted cash, beginning of period		2,263
Cash, cash equivalents and restricted cash, end of period		3,741
Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents		3,741
Restricted cash
Total cash, cash equivalents and restricted cash, end of period		3,741
Supplemental disclosure of cash flow information
Cash paid for interest (net of interest capitalized)		135
Cash paid for income taxes
Supplemental disclosure of non-cash investing and financing activities
Investor shares released from lockup
Investor share settled liabilities
Settlement of Sponsor Notes
Reclass of accrued liability to note payable
Goodwill measurement period adjustment
Warrant cash exercise conversion to debt
Capital expenditures payable

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 962	$ 7,240
Restricted Cash	4	1,817
Marketable Security		1,694
Accounts Receivable, net	1,954	1,197
Inventories	11,878	12,513
Prepaid expenses and other current assets	627	3,031
Total current assets	15,425	27,492
Intangible assets, net	101,834	113,684
Property and equipment, net	24,671	25,209
Goodwill	32,637	71,658
Other assets	1,199	1,050
Total assets	175,766	239,093
Current liabilities:
Accounts payable and accrued expenses	15,493	18,916
Current Tax Payable	2,149	38
Current Portion of Note Payable	132,317	106,015
Convertible Promissory Note - Related Parties		2,000
Promissory Notes - Related Parties		641
Due to Related Parties	846	846
Due to Prior Members	258	1,130
Other Current Liabilities		1,340
Total current liabilities	151,063	130,926
Contingent Consideration	56	20,880
Note Payable, Net of Current Portion	9,573
Private Warrants Liabilities	541	436
Warrant Liabilities		16,601
Derivative Liability		1,167
Total liabilities	161,233	170,010
Commitments and contingencies
Stockholders’ Equity
Common stock, $0.0001 par value; 150,000,000 shares authorized; 17,683,344 and 16,061,190 shares issued and outstanding at September 30, 2022 and 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	77,248	70,859
Accumulated deficit	(62,717)	(1,778)
Total Stockholders’ Equity	14,533	69,083
Total liabilities and Stockholders’ Equity	$ 175,766	$ 239,093