UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
OR
For the transition period from _____________________ to _____________________
Commission File Number:
(Exact Name of Registrant as Specified in its Charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading symbol(s) |
Name of each exchange on which registered |
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.
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).
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 |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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 May 13, 2022, the registrant had
Table of Contents
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PART I. |
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Item 1. |
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3 |
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Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income (Unaudited) |
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4 |
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Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) |
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5 |
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6 |
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Notes to Condensed Consolidated Financial Statements (Unaudited) |
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7 |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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17 |
Item 3. |
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27 |
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Item 4. |
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27 |
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PART II. |
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Item 1. |
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Item 1A. |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 5. |
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Item 6. |
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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, 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 I, Item 1A. “Risk Factors” of Greenidge's Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission ("SEC") on March 31, 2022 and those described from time to time in our future reports filed with the SEC, which should be reviewed carefully. Please consider Greenidge's forward-looking statements in light of those risks.
2
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
Greenidge Generation Holdings Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollar amounts in thousands, except share data)
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March 31, 2022 |
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December 31, 2021 |
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ASSETS |
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CURRENT ASSETS: |
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Cash and cash equivalents |
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$ |
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$ |
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Short term investments |
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Digital assets |
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Accounts receivable |
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Prepaid expenses |
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Emissions and carbon offset credits |
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Total current assets |
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LONG-TERM ASSETS: |
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Property and equipment, net |
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Right-of-use assets |
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Intangible assets, net |
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Goodwill |
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Deferred tax assets |
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Other long-term assets |
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Total assets |
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$ |
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$ |
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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CURRENT LIABILITIES: |
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Accounts payable |
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$ |
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$ |
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Accrued emissions expense |
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Accrued expenses |
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Income taxes payable |
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Long-term debt, current portion |
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Lease obligations, current portion |
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Total current liabilities |
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LONG-TERM LIABILITIES: |
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Long-term debt, net of current portion and deferred financing fees |
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Lease obligations, net of current portion |
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Asset retirement obligations |
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Environmental liability |
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Other long-term liabilities |
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Total liabilities |
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STOCKHOLDERS' EQUITY: |
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Preferred stock, par value $ |
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Common stock, par value $ |
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Additional paid-in capital |
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Cumulative translation adjustment |
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( |
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Accumulated deficit |
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( |
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( |
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Total stockholders' equity |
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Total liabilities and stockholders' equity |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
3
Greenidge Generation Holdings Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME (UNAUDITED)
(in thousands, except per share data)
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Three Months Ended March 31, |
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2022 |
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2021 |
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REVENUE: |
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Cryptocurrency datacenter |
$ |
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$ |
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Power and capacity |
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Services and other |
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Total revenue |
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OPERATING COSTS AND EXPENSES: |
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Cost of revenue - cryptocurrency datacenter (exclusive of |
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Cost of revenue - power and capacity (exclusive of |
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Cost of revenue - services and other (exclusive of |
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Selling, general and administrative |
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Merger and other costs |
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Depreciation and amortization |
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Total operating costs and expenses |
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Income from operations |
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OTHER INCOME (EXPENSE), NET: |
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Interest expense, net |
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( |
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Interest expense - related party |
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( |
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(Loss) gain on sale of digital assets |
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( |
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Other income, net |
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Total other (expense) income, net |
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( |
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(LOSS) INCOME BEFORE INCOME TAXES |
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(Benefit) provision for income taxes |
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( |
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NET (LOSS) INCOME |
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( |
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Foreign currency translation adjustment |
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( |
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COMPREHENSIVE (LOSS) INCOME |
$ |
( |
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$ |
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(Loss) earnings per share: |
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Basic |
$ |
( |
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$ |
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Diluted |
$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
4
Greenidge Generation Holdings Inc.
(in thousands, except share and member unit data)
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Additional |
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Common Units |
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Preferred Units |
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Senior Priority Units |
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Total |
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Cumulative |
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Preferred Stock |
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Common Stock |
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Paid - In |
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Number |
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Members' |
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Number |
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Members' |
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Number |
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Members' |
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Members' |
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Translation |
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Accumulated |
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Shares |
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Amount |
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Shares |
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Amount |
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Capital |
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of Units |
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Capital |
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of Units |
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Capital |
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of Units |
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Capital |
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Capital |
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Adjustment |
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Deficit |
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Total |
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Balance at January 1, 2022 |
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- |
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$ |
- |
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$ |
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$ |
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- |
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$ |
- |
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- |
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$ |
- |
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- |
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$ |
- |
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$ |
- |
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$ |
- |
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$ |
( |
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$ |
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Stock-based compensation expense |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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Issuance of shares, net of issuance costs of $ |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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Restricted shares award issuance, net of withholdings |
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- |
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- |
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- |
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( |
) |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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( |
) |
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Proceeds from stock options exercised |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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Foreign currency translation adjustment |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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( |
) |
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- |
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( |
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Net loss |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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( |
) |
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( |
) |
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Balance at March 31, |
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- |
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$ |
- |
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$ |
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$ |
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- |
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$ |
- |
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- |
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$ |
- |
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- |
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$ |
- |
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$ |
- |
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$ |
( |
) |
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$ |
( |
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$ |
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Balance at January 1, 2021 |
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- |
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$ |
- |
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- |
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$ |
- |
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$ |
- |
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$ |
- |
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$ |
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$ |
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$ |
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$ |
- |
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$ |
( |
) |
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$ |
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Contribution of GGH Preferred Units, GGH Senior Priority Units, and notes payable to related party for GGHI Common Stock |
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- |
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- |
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- |
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- |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
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- |
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- |
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Contribution of GGH Common Units for GGHI Common Stock |
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- |
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- |
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- |
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- |
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( |
) |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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Proceeds from sale of preferred stock, net of stock issuance costs of $ |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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Stock-based compensation expense |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
|
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- |
|
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|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
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||
Proceeds from stock options exercised |
|
- |
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- |
|
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|
- |
|
|
|
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- |
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- |
|
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- |
|
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- |
|
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- |
|
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- |
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- |
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- |
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- |
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|||
Stock issued to purchase miners |
|
- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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|||
Net income |
|
- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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Balance at March 31, |
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|
|
$ |
|
|
|
|
|
$ |
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|
$ |
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|
|
- |
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|
$ |
- |
|
|
|
- |
|
|
$ |
- |
|
|
|
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
( |
) |
|
$ |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
Greenidge Generation Holdings Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
|
|
Three Months Ended March 31, |
|
|||||
|
|
2022 |
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|
2021 |
|
||
CASH FLOW FROM OPERATING ACTIVITIES: |
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|
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Net (loss) income |
|
$ |
( |
) |
|
$ |
|
|
Adjustments to reconcile net (loss) income to net cash |
|
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Depreciation and amortization |
|
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Deferred income taxes |
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( |
) |
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Amortization of debt issuance costs |
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