424B3

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-259247

PROSPECTUS SUPPLEMENT NO. 2

(to Prospectus dated September 14, 2021)

 

LOGO

GREENIDGE GENERATION HOLDINGS INC.

10,458,474 Shares of

Class A Common Stock

 

 

This prospectus supplement further supplements and updates the prospectus dated September 14, 2021 (as may be supplemented or amended from time to time, the “Prospectus”) relating to the resale of 10,458,474 shares of our Class A common stock, $0.0001 par value per share (“Class A common stock”). This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

This prospectus supplement incorporates into the Prospectus the information contained in our attached:

 

   

Quarterly Report on Form 10-Q, which was filed with the Securities and Exchange Commission on September 23, 2021.

Our Class A common stock is listed on the Nasdaq Global Select Market under the symbol “GREE”. On September 23, 2021, the closing price of our Class A common stock was $25.40.

 

 

See the section entitled “Risk Factors” beginning on page 17 of the Prospectus to read about factors you should consider before buying our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

 

The date of this prospectus supplement is September 23, 2021.


 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2021

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________________ to _____________________

Commission File Number: 001-40808

 

Greenidge Generation Holdings Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

 

86-1746728

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer
Identification No.)

 

 

 

590 Plant Road,

Dresden, NY 14441

 

14441

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (315) 536-2359

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.0001 par value

GREE

The Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

 

Accelerated filer

 

Non-accelerated filer

 

 

Smaller reporting company

 

 

 

 

 

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No

Securities registered pursuant to Section 12(g) of the Act: None

As of September 17, 2021, the registrant had 9,628,275 shares of Class A common stock, $0.0001 par value per share, outstanding and 29,040,000 shares of Class B common stock, $0.0001 par value per share, outstanding.

 

 

 


 

Table of Contents

 

 

 

 

Page

PART I.

FINANCIAL INFORMATION

 

 

Item 1.

Financial Statements

 

 

 

Condensed Consolidated Balance Sheets (Unaudited)

 

5

 

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited)

 

6

 

Condensed Consolidated Statements of Shareholders’ Equity (Unaudited)

 

7

 

Condensed Consolidated Statements of Cash Flows (Unaudited)

 

8

 

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

9

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

20

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

36

Item 4.

Controls and Procedures

 

36

PART II.

OTHER INFORMATION

 

 

Item 1.

Legal Proceedings

 

37

Item 1A.

Risk Factors

 

37

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

66

Item 3.

Defaults Upon Senior Securities

 

67

Item 4.

Mine Safety Disclosures

 

67

Item 5.

Other Information

 

67

Item 6.

Exhibits

 

67

Exhibit Index

 

68

Signatures

 

69

 

1


 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Form 10-Q includes certain statements that may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact are forward-looking statements for purposes of federal and state securities laws. These forward-looking statements involve uncertainties that could significantly affect our financial or operating results. These forward-looking statements may be identified by terms such as “anticipate,” “believe,” “continue,” “foresee,” “expect,” “intend,” “plan,” “may,” “will,” "would," “could” and “should” and the negative of these terms or other similar expressions. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Forward-looking statements in this document include, among other things, statements regarding our business plan, business strategy and operations in the future. In addition, all statements that address operating performance and future performance, events or developments that are expected or anticipated to occur in the future, including statements relating to creating value for stockholders, benefits of the Merger to our customers, vendors, employees, stockholders and other constituents, are forward-looking statements.

Forward-looking statements are subject to a number of risks, uncertainties and assumptions. Matters and factors that could cause actual results to differ materially from those expressed or implied in such forward-looking statements include but are not limited to the matters and factors described in Part II, Item 1A. “Risk Factors” of this Quarterly Report on Form 10-Q, as well as statements about or relating to or otherwise affected by:

the ability to negotiate or execute definitive documentation with respect to a facility in Spartanburg, South Carolina on terms and conditions that are acceptable to Greenidge, whether on a timely basis or at all;
the ability to recognize the anticipated objectives and benefits of an expansion into a facility in Spartanburg, South Carolina;
the ability to recognize the anticipated objectives and any benefits of the merger described in Note 1 of the Notes to Consolidated Financial Statements (Unaudited) herein (the “Merger”), including the anticipated tax treatment of the Merger;
changes in applicable laws, regulations or permits affecting our operations or the industries in which we operate, including regulation regarding power generation, cryptocurrency usage and/or cryptocurrency mining;
any failure by us to obtain acceptable financing with regard to our growth strategies or operations;
fluctuations and volatility in the price of bitcoin and other cryptocurrencies;
loss of public confidence in, or use cases of, bitcoin and other cryptocurrencies;
the potential of cryptocurrency market manipulation;
the economics of mining cryptocurrency, including as to variables or factors affecting the cost, efficiency and profitability of mining;
the availability, delivery schedule and cost of equipment necessary to maintain and grow our business and operations, including mining equipment and equipment meeting the technical or other specifications required to achieve our growth strategy;
the possibility that we may be adversely affected by other economic, business or competitive factors, including factors affecting the industries in which we operate or upon which we rely and are dependent;
the ability to expand successfully to other facilities, mine other cryptocurrencies or otherwise expand our business;
changes in tax regulations applicable to us, our assets or cryptocurrencies, including bitcoin;
any litigation involving us;
costs and expenses relating to cryptocurrency transaction fees and fluctuation in cryptocurrency transaction fees;
the ability to effectuate the Notes Offering (as defined below), on terms that are acceptable to us, whether on a timely basis or at all;

2


 

the condition of our physical assets, including that our current single operating facility may realize material, if not total, loss and interference as a result of equipment malfunction or break-down, physical disaster, data security breach, computer malfunction or sabotage; and
the actual and potential impact of the COVID-19 pandemic.

Consequently, all of the forward-looking statements made in this Quarterly Report on Form 10-Q are qualified by the information contained herein, including the information contained under this caption and the information in Part II, Item 1A. “Risk Factors” of this Quarterly Report on Form 10-Q. No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements.

You should not put undue reliance on forward-looking statements. No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do occur, what impact they will have on the results of our operations, financial condition or cash flows. Actual results may differ materially from those discussed in this Quarterly Report on Form 10-Q. All forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q and we do not assume any duty to update or revise forward-looking statements, whether as a result of new information, future events, uncertainties or otherwise, as of any future date.

Risk Factor Summary

Our business is subject to numerous risks and uncertainties, which illuminate challenges that we face in connection with the successful implementation of our strategy and the growth of our business. The following considerations, among others, may offset our competitive strengths or have a negative effect on our business strategy, which could cause a decline in the price of our class A common stock and result in a loss of all or a portion of your investment:

We have a limited operating history, with operating losses as we have grown. If we are unable to sustain greater revenues than our operating costs of bitcoin mining and power generation, as well as expansion plans, we will resume operating losses, which could negatively impact our operations, strategy and financial performance.
While we have multiple sources of revenue from our business and operations, these sources of revenue currently all depend on the single natural gas power generation facility that we operate. Any disruption to our single power plant would have a material adverse effect on our business and operations, as well as our results of operations and financial condition.
As the aggregate amount of computing power, or hash rate, in the bitcoin network increases, the amount of bitcoin earned per unit of hash rate decreases; as a result, in order to maintain our market share, we may have to incur significant capital expenditures in order to expand our fleet of miners.
The loss of any of our management team, an inability to execute an effective succession plan, or an inability to attract and retain qualified personnel could adversely affect our operations, strategy and business.
Our business and operating plan may be altered due to several external factors including but not limited to market conditions, the ability to procure equipment in a quantity, cost and timeline consistent with the business plan and the ability to identify and acquire additional locations to replicate the operating model in place at our existing facility.
The properties utilized by us in our bitcoin mining operations may experience damage, including damage not covered by insurance.
Our bitcoin may be subject to loss, theft or restriction on access.
If bitcoin or other cryptocurrencies are determined to be investment securities, and we hold a significant portion of our assets in such cryptocurrency, investment securities or non-controlling equity interests of other entities, we may inadvertently violate the Investment Company Act.
There has been limited precedent set for financial accounting of digital assets and so it is unclear how we will be required to account for digital asset transactions.
Our ability to use our net operating losses to offset future taxable income may be subject to certain limitations.
Regulatory changes or actions may alter the nature of an investment in us or restrict the use of bitcoin in a manner that adversely affects our business, prospects or operations.
We are subject to risks related to Internet disruptions, which could have an adverse effect on our ability to mine bitcoin.

3


 

Our future success will depend significantly on the price of bitcoin, which is subject to risk and has historically been subject to wide swings and significant volatility.
The impact of geopolitical and economic events on the supply and demand for bitcoin is uncertain.
Bitcoin miners and other necessary hardware are subject to malfunction, technological obsolescence, the global supply chain and difficulty and cost in obtaining new hardware.
We face risks and disruptions related to the COVID-19 pandemic and supply chain issues, including in semiconductors and other necessary bitmining components, which could significantly impact our operations and financial results.
We may not adequately respond to rapidly changing technology.
A failure to properly monitor and upgrade the bitcoin network protocol could damage the bitcoin network which could, in turn, have an adverse effect on our business.
Over time, incentives for bitcoin miners to continue to contribute processing power to the bitcoin network may transition from a set reward to transaction fees. If the incentives for bitcoin mining are not sufficiently high, we may not have an adequate incentive to continue to mine.
Incorrect or fraudulent cryptocurrency transactions may be irreversible.
Support’s financial condition and results of operations may vary from quarter to quarter, which may cause the price of our common stock to decline.
A substantial portion of Support’s revenue is generated by a limited number of clients. The loss or reduction in business from any of these clients would adversely affect its business and results of operations.
Support has a history of losses, it may incur losses in the future and may not sustain profitability in the near term; and as a result, it may need to alter its business plans or change its business strategy.
Support has been, is currently and may be in the future the subject of governmental investigations relating to past products and services.

The risks described above should be read together with the text of the full risk factors described in Part II, Item 1A. “Risk Factors” and the other information set forth in this Quarterly Report on Form 10-Q, including our condensed consolidated financial statements and the related notes, as well as in other documents that we file with the SEC. Our business, prospects, financial condition or operating results could be harmed by any of these risks, as well as other risks not currently known to us or that we currently consider immaterial. Certain statements in “Risk Factors” are forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements” above.

 

 

4


Table of Contents

 

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

Greenidge Generation Holdings Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(Dollars Amounts in thousands, except share and member unit data)

 

 

June 30, 2021

 

 

 

December 31, 2020

 

ASSETS

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

 

Cash and cash equivalents

$

37,890

 

 

 

$

5,052

 

Digital assets

 

222

 

 

 

 

254

 

Accounts receivable

 

369

 

 

 

 

390

 

Fuel deposits

 

1,297

 

 

 

 

808

 

Prepaid expenses

 

1,967

 

 

 

 

155

 

Emissions credits

 

981

 

 

 

 

1,923

 

Carbon offset credits

 

684

 

 

 

 

 

Miner equipment deposits

 

16,523

 

 

 

 

5,959

 

Total current assets

 

59,933

 

 

 

 

14,541

 

LONG-TERM ASSETS:

 

 

 

 

 

 

Property and equipment, net

 

67,346

 

 

 

 

50,686

 

Right-of-use assets

 

1,310

 

 

 

 

-

 

Other long-term assets

 

98

 

 

 

 

148

 

Total assets

$

128,687

 

 

 

$

65,375

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

Accounts payable

$

1,650

 

 

 

$

1,745

 

Natural gas payable

 

1,088

 

 

 

 

935

 

Accrued emissions expense

 

814

 

 

 

 

2,082

 

Income taxes payable

 

1,567

 

 

 

 

-

 

Accrued expenses

 

3,226

 

 

 

 

547

 

Accrued interest expense - related party

 

-

 

 

 

 

20

 

Deferred revenue

 

40

 

 

 

 

272

 

Notes payable, current portion

 

11,499

 

 

 

 

3,273

 

Notes payable - related party

 

-

 

 

 

 

3,573

 

Finance lease obligation, current portion

 

570

 

 

 

 

-

 

Total current liabilities

 

20,454

 

 

-

 

 

12,447

 

LONG-TERM LIABILITIES:

 

 

 

 

 

 

Deferred tax liability

 

482

 

 

 

 

-

 

Notes payable, net of current portion

 

7,064

 

 

 

 

1,364

 

Finance lease obligation, net of current portion

 

409

 

 

 

 

-

 

Asset retirement obligations

 

2,345

 

 

 

 

2,277

 

Environmental trust liability

 

4,994

 

 

 

 

4,927

 

Total liabilities

 

35,748

 

 

 

 

21,015

 

COMMITMENTS AND CONTINGENCIES (NOTE 11)

 

 

 

 

 

 

STOCKHOLDERS' EQUITY:

 

 

 

 

 

 

 Preferred stock, par value $0.0001, 20,000,000 and 0 shares authorized, 1,620,000
 and 0 shares issued and outstanding as of June 30, 2021 and December 31, 2020,
 respectively

 

1

 

 

 

 

-

 

Common stock, par value $0.0001, 500,000,000 and 0 shares authorized,
 28,320,000 and 0 shares issued and outstanding as of June 30, 2021 and
 December 31, 2020, respectively

 

3

 

 

 

 

-

 

Additional paid-in capital

 

113,054

 

 

 

 

-

 

Members' capital, 0 and 49,978 units outstanding as of June 30, 2021

 

 

 

 

 

 

and December 31, 2020, respectively

 

-

 

 

 

 

69,276

 

Accumulated deficit

 

(20,119

)

 

 

 

(24,916

)

Total stockholders' equity

 

92,939

 

 

 

 

44,360

 

Total liabilities and stockholders' equity

$

128,687

 

 

 

$

65,375

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

5


Table of Contents

 

Greenidge Generation Holdings Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

(in thousands, except per share data)

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

REVENUE:

 

 

 

 

 

 

 

 

 

 

 

Cryptocurrency mining

$

14,064

 

 

$

3,341

 

 

$

23,061

 

 

$

5,630

 

Power and capacity

 

2,112

 

 

 

1,331

 

 

 

4,178

 

 

 

2,184

 

Total revenue

 

16,176

 

 

 

4,672

 

 

 

27,239

 

 

 

7,814

 

OPERATING COSTS AND EXPENSES

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue - cryptocurrency mining (exclusive of
 depreciation and amortization shown below)

 

2,754

 

 

 

1,362

 

 

 

5,150

 

 

 

1,939

 

Cost of revenue - power and capacity (exclusive of
 depreciation and amortization shown below)

 

1,970

 

 

 

1,220

 

 

 

3,996

 

 

 

2,670

 

Selling, general and administrative

 

4,565

 

 

 

1,189

 

 

 

8,060

 

 

 

2,638

 

Depreciation and amortization

 

1,603

 

 

 

1,130

 

 

 

2,864

 

 

 

2,163

 

Total operating costs and expenses

 

10,892

 

 

 

4,901

 

 

 

20,070

 

 

 

9,410

 

Income (loss) from operations

 

5,284

 

 

 

(229

)

 

 

7,169

 

 

 

(1,596

)

OTHER INCOME (EXPENSE), NET:

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

(202

)

 

 

-

 

 

 

(368

)

 

 

-

 

Interest expense - related party

 

-

 

 

 

(273

)

 

 

(22

)

 

 

(540

)

(Loss) gain on sale of digital assets

 

(154

)

 

 

(44

)

 

 

141

 

 

 

(25

)

Other (expense) income, net

 

(13

)

 

 

(25

)

 

 

6

 

 

 

(16

)

Total other expense, net

 

(369

)

 

 

(342

)

 

 

(243

)

 

 

(581

)

INCOME (LOSS) BEFORE INCOME TAXES

 

4,915

 

 

 

(571

)

 

 

6,926

 

 

 

(2,177

)

Provision for income taxes

 

(1,397

)

 

 

-

 

 

 

(2,129

)

 

 

-

 

NET INCOME (LOSS) AND TOTAL
   COMPREHENSIVE INCOME (LOSS)

$

3,518

 

 

$

(571

)

 

$

4,797

 

 

$

(2,177

)

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

Basic

$

0.10

 

 

 

 

 

$

0.15

 

 

 

 

Diluted

$

0.08

 

 

 

 

 

$

0.12

 

 

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

6


Table of Contents

 

Greenidge Generation Holdings Inc.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

(in thousands, except share and member unit data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

Common Units

 

 

Preferred Units

 

 

Senior Priority Units

 

 

Total

 

 

 

 

 

 

 

 

 

Preferred Stock

 

 

Common Stock

 

 

Paid - In

 

 

Number

 

 

Members'

 

 

Number

 

 

Members'

 

 

Number

 

 

Members'

 

 

Members'

 

 

Accumulated

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

of Units

 

 

Capital

 

 

of Units

 

 

Capital

 

 

of Units

 

 

Capital

 

 

Capital

 

 

Deficit

 

 

Total

 

Balance at January 1, 2021

 

 

-

 

 

$

-

 

 

 

-

 

 

$

-

 

 

$

-

 

 

 

750

 

 

$

-

 

 

 

39,228

 

 

$

39,074

 

 

 

10,000

 

 

$

30,202

 

 

$

69,276

 

 

$

(24,916

)

 

$

44,360

 

Contribution of Preferred Units, Senior
   Priority Units, and notes payable to
   related party for GGHI Common Stock

 

 

-

 

 

 

-

 

 

 

26,800,300

 

 

 

3

 

 

 

72,888

 

 

 

-

 

 

 

-

 

 

 

(39,228

)

 

 

(39,074

)

 

 

(10,000

)

 

 

(30,202

)

 

 

(69,276

)

 

 

-

 

 

 

3,615

 

Contribution of GGH Common Units for
   GGHI Common Stock

 

 

-

 

 

 

-

 

 

 

1,199,700

 

 

 

-

 

 

 

-

 

 

 

(750

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Proceeds from issuance of preferred stock,
   net of stock issuance costs of $3,387

 

 

1,620,000

 

 

 

1

 

 

 

-

 

 

 

-

 

 

 

37,112

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

37,112

 

Stock-based compensation expense

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

656

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

656

 

Proceeds from stock options exercised

 

 

-

 

 

 

-

 

 

 

160,000

 

 

 

-

 

 

 

1,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,000

 

Stock issued to purchase miners

 

 

-

 

 

 

-

 

 

 

160,000

 

 

 

-

 

 

 

991

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

991

 

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,279

 

 

 

1,279

 

Balance at March 31, 2021

 

 

1,620,000

 

 

$

1

 

 

 

28,320,000

 

 

$

3

 

 

$

112,647

 

 

 

-

 

 

$

-

 

 

 

-

 

 

$

-

 

 

 

-

 

 

$

-

 

 

$

-

 

 

$

(23,637

)

 

$

89,014

 

Stock-based compensation expense

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

407

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

407

 

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

3,518

 

 

 

3,518

 

Balance at June 30, 2021

 

 

1,620,000

 

 

$

1

 

 

 

28,320,000

 

 

$

3

 

 

$

113,054

 

 

 

-

 

 

$

-

 

 

 

-

 

 

$

-

 

 

 

-

 

 

$

-

 

 

$

-

 

 

$

(20,119

)

 

$

92,939

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

Common Units

 

 

Preferred Units

 

 

Senior Priority Units

 

 

Total

 

 

 

 

 

 

 

 

 

Preferred Stock

 

 

Common Stock

 

 

Paid - In

 

 

Number

 

 

Members'

 

 

Number

 

 

Members'

 

 

Number

 

 

Members'

 

 

Members'

 

 

Accumulated

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

of Units

 

 

Capital

 

 

of Units

 

 

Capital

 

 

of Units

 

 

Capital

 

 

Capital

 

 

Deficit

 

 

Total

 

Balance at January 1, 2020

 

 

-

 

 

$

-

 

 

 

-

 

 

$

-

 

 

$

-

 

 

 

750

 

 

$

-

 

 

 

54,228

 

 

$

54,074

 

 

 

-

 

 

$

-

 

 

$

54,074

 

 

$

(20,350

)

 

$

33,724

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,606

)

 

 

(1,606

)

Balance at March 31, 2020

 

 

-

 

 

$

-

 

 

 

-

 

 

$

-

 

 

$

-

 

 

 

750

 

 

$

-

 

 

 

54,228

 

 

$

54,074

 

 

 

-

 

 

$

-

 

 

$

54,074

 

 

$

(21,956

)

 

$

32,118

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(571

)

 

 

(571

)

Balance at June 30, 2020

 

 

-

 

 

$

-

 

 

 

-

 

 

$

-

 

 

$

-

 

 

 

750

 

 

$

-

 

 

 

54,228

 

 

$

54,074

 

 

 

-

 

 

$

-

 

 

$

54,074

 

 

$

(22,527

)

 

$

31,547

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

7


Table of Contents

 

Greenidge Generation Holdings Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)

 

 

 

Six Months Ended June 30,

 

 

 

2021

 

 

2020

 

CASH FLOW FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

Net income (loss)

 

$

4,797

 

 

$

(2,177

)

Adjustments to reconcile net income (loss) to
net cash flow from operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

2,864

 

 

 

2,163

 

Deferred income taxes

 

 

482

 

 

 

-

 

Accretion of asset retirement obligations

 

 

68

 

 

 

74

 

(Loss) gain on sale of digital assets

 

 

(141

)

 

 

25

 

Stock-based compensation expense

 

 

1,063

 

 

 

-

 

Loss on environmental trust liability

 

 

67

 

 

 

-

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

21

 

 

 

10

 

Emissions credits/carbon offsets

 

 

258

 

 

 

3

 

Prepaids and other assets

 

 

(2,129

)

 

 

(1,458

)

Accounts payable

 

 

(870

)

 

 

(190

)

Income taxes payable

 

 

1,567

 

 

 

-

 

Accrued emissions

 

 

(1,268

)

 

 

473

 

Accrued expenses

 

 

2,623

 

 

 

1,772

 

Net cash flow provided by operating activities

 

 

9,402

 

 

 

695

 

CASH FLOW FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

Purchases of property and equipment

 

 

(19,068

)

 

 

(9,340

)

Deposits on miner equipment

 

 

(10,564

)

 

 

-

 

Project deposit

 

 

51

 

 

 

427

 

Net cash flow used in investing activities

 

 

(29,581

)

 

 

(8,913

)

CASH FLOW FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

Proceeds from issuance of preferred stock, net of issuance costs

 

 

37,112

 

 

 

-

 

Proceeds from stock options exercised

 

 

1,000

 

 

 

-

 

Proceeds from notes payable

 

 

15,686

 

 

 

-

 

Principal payments on notes payable

 

 

(1,760

)

 

 

-

 

Proceeds from finance lease obligations

 

 

1,404

 

 

 

-

 

Repayments of capital lease obligations

 

 

(425

)

 

 

-

 

Net cash flow provided by financing activities

 

 

53,017

 

 

 

-

 

CHANGE IN CASH AND CASH EQUIVALENTS

 

 

32,838

 

 

 

(8,218

)

CASH AND CASH EQUIVALENTS - beginning of year

 

 

5,052

 

 

 

11,750

 

CASH AND CASH EQUIVALENTS - end of period

 

$