Notes to
Unaudited Condensed Consolidated Financial Statements
1. Business
Generation
Hemp, Inc. (the “Company”) was incorporated on August 21, 2021 in the State of Delaware. The Company was originally incorporated
as Home Treasure Finders, Inc. (“HTF”) on July 28, 2008 in the State of Colorado. On November 27, 2019, HTF purchased approximately
94% of the common stock of Energy Hunter Resources, Inc. (“EHR”) in a series of transactions accounted for as a reverse merger.
Upon closing, HTF changed its name to Generation Hemp, Inc.
On
January 11, 2021, we completed the acquisition of certain assets of Halcyon Thruput, LLC (“Halcyon”). With this acquisition,
we commenced providing post-harvest and midstream services to hemp growers by drying, processing, cleaning and stripping harvested hemp
directly from the field and wetbaled at our 48,000 square foot leased facility located in Hopkinsville, Kentucky. The Company also offers
safe storage services for processed hemp, which enables farmers to maximize strategic market timing. We market two retail products, Gas
Monkey Spill-Jack, an all-natural, plant-based, sustainable, and biodegradable loose absorbent, and Rowdy Rooster, an animal
bedding consumer goods product, each made from the hemp hurd byproduct that is produced from our hemp processing operations.
We
also generate revenue from rental of our “Cannabis Zoned” (Hemp) warehouse property located in Denver, Colorado currently
leased to an unaffiliated hemp seed company.
As
of September 30, 2022, EHR held an approximate 8% working interest in an oil & gas property located in Cochran County, Texas
within the Slaughter-Levelland Field of the San Andres formation in the Northwest Shelf of West Texas. EHR’s oil & gas
activities are currently held for sale and are presented in these consolidated financial statements as discontinued operations for each
of the periods presented.
Our
management team has been and continues to actively review acquisition candidates involved in the hemp industry that operate within a
number of vertical businesses, predominantly within the midstream sector that are attractive to us and are within the hemp supply chain.
Additionally, the Company has been studying the Bitcoin mining space and anticipates future activity in this business sector.
Liquidity
and Going Concern – The Company is dependent upon obtaining additional funding to continue ongoing operations and to pursue
its strategy and execute its acquisition plans.
In
the nine months ended September 30, 2022, the Company used $1.0 million of cash for its operating activities. At September 30, 2022,
the Company’s current liabilities, including financing obligations due within one year, totaled $6.1 million as compared with its
current assets of $1.0 million.
The
Company will continue to pursue additional capital raising opportunities in order to fund future acquisitions and meet its obligations
as they become due. We may not be successful in obtaining additional financing needed. In the event financing cannot be obtained, the
Company may not be able to satisfy these plans and obligations. These factors raise substantial doubt about the Company’s ability
to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
2. Summary
of Significant Accounting Policies
Basis
of Presentation – These interim financial statements are unaudited and have been prepared pursuant to the rules and regulations
of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain disclosures have been condensed
or omitted from these financial statements. Accordingly, they do not include all the information and notes required by accounting principles
generally accepted in the United States of America (“GAAP”) for complete consolidated financial statements, and should be
read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K
for the year ended December 31, 2021.
In
the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting
of normal recurring adjustments, necessary to fairly present the financial position as of, and the results of operations for, all periods
presented. In preparing the accompanying financial statements, management has made certain estimates and assumptions that affect reported
amounts in the condensed consolidated financial statements and disclosures of contingencies. Actual results may differ from those estimates.
The results for interim periods are not necessarily indicative of annual results. Certain reclassifications have been made to the prior
period’s consolidated financial statements and related footnotes to conform them to the current period presentation. Intercompany
balances and transactions between consolidated entities are eliminated.
Fair
Value Measurement – Our financial assets and liabilities consist of cash, accounts receivable, accounts payable and indebtedness.
The fair values of these instruments approximate their carrying amounts at each reporting date.
Deferred
Revenue – In July 2022, the Company entered into an agreement for the sale of 66,782 pounds of dried hemp biomass from its
inventories on-hand for a sales price of $1.50 per pound. Deliveries and payment of the $100,173 sales proceeds are scheduled monthly
through December 2022 and are reported as deferred revenue in the consolidated balance sheets. We expect to recognize revenue for these
amounts when the contract is completed and product is shipped in the fourth quarter of 2022.
Major
Customer and Concentration of Credit Risk – We estimate an allowance for doubtful accounts based on an analysis of specific
customers, taking into consideration the age of past due accounts and an assessment of the customer’s ability to pay. An allowance
for doubtful accounts was not needed as of September 30, 2022 or December 31, 2021.
During
the three and nine months ended September 30, 2022, one customer accounted for all of our post-harvest and midstream services revenue.
A total of $656,344 was outstanding from this customer as a receivable at September 30, 2022.
Our
rental revenue is derived from a single lessee on a commercial warehouse owned by the Company. There were no amounts due from this customer
at September 30, 2022 or December 31, 2021.
Recent
Accounting Pronouncements – There are no other new accounting pronouncements that are expected to have a material impact on
the consolidated financial statements.
3. Property
and Equipment
Property
and equipment consisted of the following:
| |
Useful | |
September 30, | | |
December 31, | |
| |
Life (yrs) | |
2022 | | |
2021 | |
| |
| |
| | |
| |
Land | |
| |
$ | 96,000 | | |
$ | 96,000 | |
Warehouse | |
30 | |
| 916,500 | | |
| 916,500 | |
Leasehold Improvements | |
3 | |
| 473,601 | | |
| 473,601 | |
Machinery and equipment | |
5-7 | |
| 1,506,447 | | |
| 1,506,447 | |
Vehicles | |
4 | |
| 149,440 | | |
| 149,440 | |
Computer equipment and software | |
3 | |
| 46,825 | | |
| 46,825 | |
Office furniture and equipment | |
3-5 | |
| 17,294 | | |
| 17,294 | |
Subtotal | |
| |
| 3,206,107 | | |
| 3,206,107 | |
Less accumulated depreciation and amortization | |
| |
| (929,292 | ) | |
| (625,445 | ) |
Total property and equipment, net | |
| |
$ | 2,276,815 | | |
$ | 2,580,662 | |
4. Intangible
and Other Assets
The
following table summarizes information related to definite-lived intangible assets:
| |
September 30, 2022 | | |
December 31, 2021 | |
| |
Gross Carrying Amount | | |
Accumulated Amortization | | |
Net | | |
Gross Carrying Amount | | |
Accumulated Amortization | | |
Net | |
| |
| | |
| | |
| | |
| | |
| | |
| |
Customer relationships | |
$ | 2,612,649 | | |
$ | (1,220,948 | ) | |
$ | 1,391,701 | | |
$ | 2,612,649 | | |
$ | (796,858 | ) | |
$ | 1,815,791 | |
Non-competition agreements | |
| 63,176 | | |
| (36,852 | ) | |
| 26,324 | | |
| 63,176 | | |
| (21,059 | ) | |
| 42,117 | |
Total | |
$ | 2,675,825 | | |
$ | (1,257,800 | ) | |
$ | 1,418,025 | | |
$ | 2,675,825 | | |
$ | (817,917 | ) | |
$ | 1,857,908 | |
Other
assets included $407,000 at December 31, 2021 for the Company’s option to purchase the 48,000 square foot facility located in Hopkinsville,
Kentucky presently leased from Halcyon. Under this agreement, the Company had the option to purchase the facility on or before August
25, 2022, as amended, for a purchase price of $993,000. This agreement was not renewed upon its expiration. Impairment expense totaling
$407,000 was recognized in the third quarter of 2022 as a result.
5. Notes
Payable – Related Parties
Notes
payable – related parties consisted of the following:
| |
September 30, | | |
December 31, | |
| |
2022 | | |
2021 | |
| |
| | |
| |
Subordinated Promissory Note to CEO | |
$ | 523,551 | | |
$ | 523,551 | |
Convertible Promissory Note to CEO | |
| 1,107,069 | | |
| 410,000 | |
Secured Promissory Note to Coventry Asset Management, LTD. | |
| 1,000,000 | | |
| 1,000,000 | |
Subordinated Promissory Note to Investor | |
| 200,000 | | |
| 250,000 | |
Promissory Note to Investment Hunter, LLC | |
| 492,000 | | |
| - | |
Note payable to Director | |
| 35,000 | | |
| - | |
Total notes payable – related parties | |
$ | 3,357,620 | | |
$ | 2,183,551 | |
Subordinated
Promissory Note to CEO – Our CEO made advances to the Company during 2020 under a subordinated promissory note in the amount
of $523,551 initially due September 30, 2021. This note was amended to a new maturity date of January 1, 2023. If the Company raises
new equity capital of $3 million or more, then the full amount outstanding under the note is due within five days. The note bears interest
at 10% per annum. Accrued interest on this subordinated promissory note totaled $46,761 at September 30, 2022.
Convertible
Promissory Note to CEO – In 2021, our CEO made advances totaling $410,000 to the Company under a convertible promissory note.
Additional advances made in 2022 through September 30 totaled $697,069. The convertible note initially matured on January 1, 2022 but
was subsequently amended to extend the maturity date to January 1, 2023. If the Company raises new equity capital of $3 million or more,
then the full amount outstanding under the note is due within five days. The note bears interest at 10%. The principal and interest due
on the convertible note may be converted, at the option of the holder, into restricted shares of the Company’s common stock at
an initial conversion price of $0.50 per share but that was lowered in July 2022 to $0.30 per share. Accrued interest on this convertible
promissory note totaled $79,493 at September 30, 2022.
Secured
Promissory Note and Warrants to Coventry Asset Management, LTD. – On December 30, 2020, the Company received proceeds from
issuance of a secured promissory note in principal amount of $1,000,000 to Coventry Asset Management, LTD, a Company stockholder. The
promissory note is secured by the property acquired in the acquisition of certain assets of Halcyon. The unpaid balance of the secured
promissory note bears interest at a rate of 10% per annum and initially matured on June 30, 2021. The promissory note has been extended
six times including the issuance of 20,000 restricted common shares as extension fees each for the first five extensions and the issuance
of 50,000 restricted common shares for the sixth extension. The maturity date of the promissory note is December 31, 2022, as amended.
If before December 31, 2022, the Company raises new equity capital of $5 million or more, then the full amount outstanding under the
promissory note is due within five days. As amended, a payment of 25% of the principal balance of the note is due by October 31, 2022.
The Company did not make the principal payment due on October 31, 2022 and, as a result, this note is presently in default. If the promissory
note is not paid in full by December 31, 2022, the interest rate increases to 14% per annum. Accrued interest on this secured note totaled
$175,069 at September 30, 2022.
Subordinated
Promissory Note and Warrants to Investor – On December 30, 2020, the Company issued a subordinated promissory note in principal
amount of $500,000 to an accredited investor who is also a Company stockholder. The unpaid balance of the Subordinated Note bears interest
at a rate of 10% per annum. The Company made a principal payment of $250,000 in April 2021. The subordinated note principal together
with accrued and unpaid interest was due, as previously amended, on March 31, 2022 but was subsequently extended. As subsequently amended,
a payment of $50,000 was made in April 2022 and the remaining principal of $200,000 together with accrued interest was due on June 30,
2022. The Company did not make the principal payment due on June 30, 2022 and, as a result, this note is presently in default. Accrued
interest on this subordinated promissory note totaled $36,990 at September 30, 2022.
The
holder of the subordinated note received a warrant to purchase 500,000 shares of common stock exercisable for cash at an exercise price
of $0.352 per share. As consideration for the April 2022 extension, the term of this warrant was extended by one year to December 30,
2023. The Company recognized $68,756 of interest expense in 2022 for this extension of the warrant term.
Promissory
Note to Investment Hunter, LLC – In 2022, Investment Hunter, LLC, a Texas LLC controlled by our CEO, made advances totaling
$492,000 to the Company under a promissory note due January 1, 2023, as amended. If the Company raises new equity capital of $3
million or more, then the full amount outstanding under the note is due within five days. The note bears interest at 10% per annum. Accrued
interest on this subordinated promissory note totaled $30,193 at September 30, 2022.
Director
Notes – In August 2022, the Company received proceeds totaling $105,000 from unsecured notes payable to three members of our
board of directors. The notes bear interest at 10% per annum and matured on September 12, 2022. Two of the notes were repaid in September
2022. The remaining note, having an outstanding principal balance of $35,000 at September 30, 2022, was repaid in October 2022.
6. Other
Indebtedness
The
Company is obligated under a mortgage payable dated September 15, 2014 secured by its warehouse property located in Denver, Colorado.
The note has been amended a number of times to a maturity date of January 15, 2023. In the latest extension, the Company made a principal
payment of $73,190 plus accrued interest in October 2022 and agreed to make two additional principal payments of $50,000 plus accrued
interest on November 15, 2022 and December 15, 2022. The interest rate on the mortgage payable is 12%. If before the final maturity of
the mortgage payable, the Company raises new equity capital of $5 million or more, then the full amount outstanding is due within ten
days.
The
Company leases the Denver warehouse property to a tenant under an operating lease which was renewed with a new tenant and extended to
August 1, 2023 for a monthly rent of $7,500. The lease requires a true-up with the tenant for property taxes and insurance paid by the
Company and requires the tenant to maintain the interior and exterior of the warehouse (except for the roof). The lease provides for
a rent abatement in the first and last month of the contracted extension. Minimum future rents for the remainder of 2022 are $22,500
and for 2023 are $52,500.
7. Leases
Office
Space – The Company leases office space in Fort Worth, Texas for managerial offices. This lease requires monthly payments of
$2,000 and is month-to-month. Lease expense for this facility totaled $6,000 and $18,000 for the three and nine months ended September
30, 2022, respectively. In the three and nine months ended September 30, 2021, lease expense for this facility was $6,000 and $16,000,
respectively.
Hemp
Processing Operating Facility – The Company leases its operating facility in Kentucky from Oz Capital, LLC, a related party,
under a lease expiring May 31, 2024. The lease provides for monthly payments of $10,249. Oz Capital, LLC is responsible for all taxes
and maintenance under the lease. Lease expense for this facility totaled $30,747 and $92,241 in the three and nine months ended September
30, 2022, respectively. In the three and nine months ended September 30. 2021, lease expense for this facility was $30,747 and $88,604,
respectively. A right-of-use asset and lease liability is recorded for this lease. As the lease does not provide an implicit rate, the
Company used its estimated incremental borrowing rate of 10% in determining the present value of the lease payments.
Future
Bitcoin Mining Premises – The Company entered a five-year commercial lease for land and premises in Arkansas. We expect to
use these premises as a future Bitcoin mining location because of its favorable power rates and land availability. The lease commences
once the Company begins receiving power for its operations conducted at the location. The monthly rent will vary from a minimum of $1,000
per megawatt of power usage monthly up to $4,000 per megawatt monthly depending on the average power usage over a trailing 90-day period.
We anticipate commencing operations at the leased premises in the first quarter of 2023.
8. Commitments
and Contingencies
Litigation
– From time to time, we are subject to various litigation and other claims in the normal course of business. Below is a discussion
of specific matters. We cannot estimate the ultimate outcome of these matters.
Generation
Hemp, Inc. v. Colorado Mill Equipment, LLC
The
Defendant sold to the Company a faulty piece of equipment for $16,000 and will not refund to the Company the purchase price after repeated
attempts to return their equipment. An original lawsuit filed by the Company against Colorado Mill Equipment in January 2022 in Dallas
County was subsequently dismissed due to jurisdiction. A second lawsuit was filed in El Paso County, Colorado and is currently pending.
Halcyon
Thruput, LLC, Plaintiff v. United National Insurance Company, Defendant, United States District Court for the Northern District of Texas,
Dallas Division, Case No. 3:21-CV-3136-K.
Halcyon
Thruput, LLC (Halcyon) obtained an all-risks commercial insurance policy, including an Equipment Breakdown Endorsement (Policy) from
United National Insurance Company (UNIC) to provide substantial coverages for Halcyon Thruput LLC’s (Halcyon) $1,203,735 hemp processing
dryer (Dryer) at its facility in Hopkinsville, Kentucky. During the Policy period, the Dryer caught fire due to the Dryer being defectively
designed.
While
UNIC paid a number of Halcyon’s claims, Halcyon’s claim for the cost of the replacement Dryer of $1,498,848 was denied as
described below.
Buyer,
a wholly owned subsidiary of the Company, pursuant to an Asset Purchase Agreement as twice amended, then acquired all the assets of Halcyon,
except for the right to the proceeds of UNIC’s insurance policy since the Policy prohibited assignment. Halcyon and Buyer agreed
that Buyer’s principal, Gary C. Evans, had the right to control the litigation, engage counsel for Halcyon and make all decisions
relating to any proceeds received in the litigation by settlement or otherwise.
Halcyon’s
suit against UNIC, which was removed to federal court, seeks $796,865.53 (the cost of the replacement dryer of $1,498,848, less a credit
for $583,508.47 previously paid by UNIC to Halcyon for the Dryer fire=$915,339.53) plus statutory interest on that sum from August 10,
2020 for violating the Texas Insurance Code’s requirement that claims be promptly paid, additional statutory penalties, and attorneys’
fees. Certain documents have been executed between the Company, Halcyon and legal counsel, which provide for a sharing of costs and expenses
and awards, if any, against UNIC. Mediation of the case was held in April 2022 where no agreement was reached by the parties. Depositions
of the Company’s expert witnesses were completed in July 2022 and of UNIC’s representatives in September 2022.
In
August 2022, the Company received a second payment from UNIC of $357,143 as a partial settlement of this claim.
JDONE,
LLC v. Grand Traverse Holdings, LLC and John Gallegos, Denver District Court Case No. 2019CV33723
JDONE,
LLC (“JDONE”), a wholly owned subsidiary of the Company and landlord of a commercial warehouse building in Denver, brought
suit against Grand Traverse Holdings, LLC for default of its commercial lease of the warehouse from JDONE. This case settled in October
2022 and the Company received $122,500 from the defendant.
KBSIII
Tower at Lake Carolyn, LLC and Prime US-Tower at Lake Carolyn, LLC (collectively – “KBSIII” v. Energy Hunter Resources,
Inc.)
Plaintiff/Counterdefendant
KBSIII was seeking lost rent on office space for periods after EHR vacated office premises located in Las Colinas, Texas. EHR filed a
counter suit alleging specific damages due to uninhabitable premises of the office space due to the intolerable conduct of other tenants
located on the same floor. On December 23, 2020, the trial court entered a summary judgment against EHR for $230,712. The judgment provides
for post-judgment interest at a rate of 5% per annum until paid and further provides for additional amounts owed should EHR pursue unsuccessful
appeals to higher courts. At September 30, 2022, the Company had accrued $252,583 for this judgment, which is exclusively an EHR obligation.
9. Income
Taxes
Income
tax provisions for interim quarterly periods are generally based on an estimated annual effective income tax rate calculated separately
from the effect of significant, infrequent or unusual items related specifically to interim periods. An income tax benefit for the three
or nine months ended September 30, 2022 or 2021 was not recognized because tax losses incurred were fully offset by a valuation allowance
against deferred tax assets. There were no uncertain tax positions as of September 30, 2022. The Company is delinquent in filing
its 2021 income tax returns.
10. Equity
Series
A Preferred Stock – Our Series A Preferred Stock was originally issued in connection with HTF’s acquisition of
EHR in 2019. On September 8, 2021, holders of the Company’s Series A Preferred Stock elected to convert such shares into shares
of the Company’s common stock. As a result, 6,328,948 shares of Series A Preferred Stock were converted into 75,947,376 shares
of common stock, with each share of Series A Preferred Stock converting into 12 shares of restricted common stock pursuant to the applicable
Certificate of Designations.
Series
B Preferred Stock Units – On December 30, 2020, the Company sold to certain accredited investors, including Gary C. Evans,
our Chief Executive Officer, an aggregate of 135 preferred stock units comprised of (i) one share of Series B Redeemable Convertible
Preferred Stock, no par value, and (ii) one warrant exercisable for 50,000 shares of common stock of the Company until December 30, 2022
at an exercise price of $0.352 per share.
The
sale of the preferred stock units for $10,000 each resulted in aggregate gross proceeds of approximately $1.35 million, before deducting
estimated offering expenses payable by the Company. Substantially all of the proceeds raised in the offering were used to fund the acquisition
of assets of Halcyon, expenses related thereto and for general corporate purposes.
Each
share of Series B Preferred Stock is initially convertible into 25,000 shares of common stock, subject to adjustment. Holders of Series
B Preferred Stock are entitled to receive dividends of 6.00% per annum based on the stated value equal to $10,000 per share. Except as
otherwise required by law, the Series B Preferred Stock does not have voting rights. However, as long as any shares of Series B Preferred
Stock are outstanding, the Company will not, without the affirmative vote of the holders of a majority of the then outstanding shares
of the Series B Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series B Preferred Stock,
(b) alter or amend the related certificate of designation, (c) amend its certificate of incorporation or other charter documents in any
manner that adversely affects any rights of the holders of Series B Preferred Stock, (d) repay, repurchase or offer to repay, repurchase
or otherwise acquire more than a de minimis number of shares of its common stock, (e) enter into any agreement with respect to any of
the foregoing, or (f) pay cash dividends or distributions on any equity securities of the Company other than pursuant to the terms of
the outstanding Series B Preferred Stock. The Series B Preferred Stock does not have a preference upon any liquidation, dissolution or
winding-up of the Company.
Any
or all of the Series B Preferred Stock may be converted, at their holder’s option, into 25,000 shares of common stock, as adjusted
for any stock dividends, splits, combinations or similar events.
At
any time after the occurrence of a “Qualifying Event,” the Company, upon 5-day written notice, shall have the right to cause
each share of Series B Preferred Stock (and all accrued in-kind dividends with respect thereto) to be converted into common stock. For
purposes of this automatic conversion of the Series B Preferred Stock, a “Qualifying Event” shall have occurred if (A) (1)
the rolling five-trading day volume-weighted average trading price of shares of the common stock exceeds $1.00, and (2) there shall be
an effective registration statement under the Securities Act of 1933, as amended covering all of the shares of common stock which would
be issuable upon conversion of all of the outstanding shares of Series B Preferred Stock or (B) the Company closes a firm commitment
underwriting of the common stock on a Form S-1 Registration Statement with aggregate gross proceeds of at least $5,000,000 at a price
per share equal to or greater than $1.00. In each instance, a conversion may not be made unless the Company has filed an amendment to
its Articles of Incorporation effecting an increase in its authorized common stock so that the Company has a sufficient number of authorized
and unissued shares of common stock so as to permit the conversion of all outstanding shares.
The
Series B Preferred Stock may be redeemed by the Company for its stated value, plus accrued and unpaid dividends, at any time. Initially,
redemption payments of 12.5% each of the total amount of Series B Preferred Stock then outstanding plus accrued dividends were due from
the Company to each Holder of Series B Preferred Stock at the end of each calendar quarter of 2021. The first required redemption payments
totaling $137,500 were made in April 2021. In May, June and October of 2021, the three holders of the Series B Preferred Stock, including
the Company’s chief executive officer, entered into transactions in which they accepted the mandatory redemption payment required
pursuant to the Series B Preferred Stock certificate of designation in a number of Series B Units to effectively waive the redemption
requirement. All other terms of the Series B Units remain unchanged and the holders’ ownership interest in the Series B Preferred
Units remains the same as it was before such transactions.
Common
Stock – At September 30, 2022, the Company had 113,204,002 common shares outstanding. Following is a discussion of common stock
issuances during the periods presented:
|
● |
Acquisition
of Certain Assets of Halcyon – In January 2021, the Company issued 6,250,000 shares of common stock valued at $2.5 million
($0.40 per share; restricted from trading for a period of up to one year) in the acquisition. |
|
● |
2021
First Quarter Issuances of Common Stock Units – In the first quarter of 2021, the Company issued 800,000 common stock
units for total proceeds of $400,000. Each common stock unit consisted of one share of common stock and a warrant for the purchase
of two shares of common stock for $0.50 each. Each warrant is exercisable any time before its expiration on the second anniversary
of its issuance. The Company allocated the total proceeds based on the relative fair values of the common stock and warrants. The
fair value of the warrants was determined using an options valuation model with key assumptions including a risk-free interest rate
of 0.11% and historical volatility of 272%. A total of $263,293 was allocated to the warrants and reported in additional paid-in
capital. |
|
● |
Warrant
Exercises – In the first quarter of 2021, the Company received $2,967,000 for the exercise of 8,428,976 outstanding warrants.
In the fourth quarter of 2021, the Company received $375,000 for the exercise of 1,065,340 outstanding warrants. |
|
● |
Issuances
for Exchange or Conversion of Debt – The Company issued a total of 1,618,660 common shares for the exchange or conversion
of outstanding debt in the first quarter of 2021. |
|
|
|
|
● |
Issuance
to Vendor for Services – In the third quarter of 2021, the Company issued 125,000 common shares to a vendor for services
performed. |
|
|
|
|
● |
Issuance
for Extension of Secured Note – The Company issued 20,000 common shares as consideration to extend the maturity of a senior
note in the third quarter of 2021. |
|
|
|
|
● |
Issuance
for Conversion of Series A Preferred Stock – As noted above, in the third quarter of 2021, the Company issued 75,947,376
common shares for the conversion of all outstanding shares of its Series A Preferred Stock. |
|
|
|
● |
Stock-based
Compensation – The Company issued 500,000 restricted common shares valued at $155,000 as incentive compensation to two
executives who joined the Company in the first quarter of 2021. |
|
|
|
|
● |
Issuance
for Extensions of Secured Note – The Company issued 110,000 common shares as consideration for extensions of the maturity
of a senior note in 2022. Refer to Note 5. |
Common
Stock Warrants Outstanding – Following is a summary of warrants outstanding as of September 30, 2022:
| |
#
of
Warrants | | |
Exercise
Price (each) | | |
Expiration
Date | |
Method
of
Exercise |
| |
| | |
| | |
| |
|
Issued
in December 2020 with Series B preferred units (1) | |
| 5,500,000 | | |
$ | 0.352 | | |
December 30, 2022 | |
Cash |
Issued
in December 2020 with subordinated note to investor | |
| 500,000 | | |
$ | 0.352 | | |
December 30, 2022 | |
Cash |
Issued
in Q1 2021 with common stock units (1) | |
| 1,600,000 | | |
$ | 0.500 | | |
January-February, 2023 | |
Cash |
Issued
in Q4 2021 with common stock units (1) | |
| 958,333 | | |
$ | 0.600 | | |
October-December, 2023 | |
Cash |
Total
warrants outstanding at September 30, 2022 | |
| 8,558,333 | | |
$ | 0.407 | | |
| |
|
(1) | May be redeemed for $0.0001 per warrant at the Company’s option with 30 days advanced notice should the weighted average market price of common stock exceed $1.00 for any five out of seven consecutive trading days with a minimum average daily trading volume for such seven-day period of at least 25,000 shares of common stock. |
Following
is a summary of outstanding stock warrants activity for the periods presented:
| |
| | |
Weighted | |
| |
| | |
Average | |
| |
# of
Warrants | | |
Exercise Price | |
| |
| | |
| |
Warrants as of December 31, 2021 | |
| 8,808,333 | | |
$ | 0.407 | |
Canceled | |
| (250,000 | ) | |
$ | 0.400 | |
Warrants as of September 30, 2022 | |
| 8,558,333 | | |
$ | 0.407 | |
11. Stock-Based
Compensation
We
award restricted stock or stock options as incentive compensation to employees and compensation to our Board of Directors for services.
Generally, these awards include vesting periods of up to three years from the date of grant.
The
2021 Omnibus Incentive Plan (“2021 Plan”) was adopted by our Board on July 1, 2021. The 2021 Plan provides for the initial
reservation of 15 million shares of common stock for issuance, and provides that the maximum number of shares that may be issued pursuant
to the exercise of ISOs is 15 million. On the one-year anniversary date of the 2021 Plan, the number of shares of common stock reserved
for issuance automatically increased to 20% of the fully diluted common shares outstanding, including shares issuable upon the conversion
of preferred shares, as calculated on an as-converted basis.
In
the first quarter of 2021, the Company issued 500,000 restricted shares valued at $155,000 as incentive compensation to two executives
who joined the Company. Compensation expense related to these awards totaled $38,750 and $81,000 for the three and six months ended June
30, 2021, respectively. These awards became fully vested in January 2022.
In
the fourth quarter of 2021, the Company awarded options for 13,850,000 shares of the Company’s common stock as incentive compensation
to management and the Board of Directors. One-third of the awarded options vested immediately with the remaining options vesting in two
equal annual tranches over the next two years. Vested options may be exercised at any time until their expiration after 10 years at an
exercise price of $0.76 per share. Unvested options are forfeited upon termination of service. The fair value of the awards at the date
of grant was determined using the Black-Scholes option pricing model. Key assumptions included a risk-free interest rate ranging from
1.18% to 1.28%, historical volatility ranging from 331% to 643% and an expected life of the stock options ranging from five to six years.
In
the third quarter of 2022, the Company awarded options for 1,915,000 shares of the Company’s common stock as incentive compensation
to its CEO and board of directors. The awarded options vest over the next three years. Vested options may be exercised at any time until
their expiration ranging from eight to 10 years at their exercise prices ranging from $0.30 to $0.33 per share. Unvested options are
forfeited upon termination of service. The fair value of the awards at the date of grant was determined using the Black-Scholes option
pricing model. Key assumptions included a risk-free interest rate ranging from 2.87% to 3.03%, historical volatility ranging from 251%
to 408% and an expected life of the stock options ranging from four to seven years.
We
recognized $1.3 million of compensation expense for these option awards in each of the quarters ended September 30, 2022. As of September
30, 2022, there was $2.7 million of total unrecognized compensation cost related to options to be recognized over a remaining weighted
average period of 21 months.
The
following table summarizes options outstanding, as well as activity for the periods presented:
| |
Shares | | |
Weighted Average Grant Date Fair Value | | |
Weighted Average Exercise Price | | |
Aggregate Intrinsic Value | |
| |
| | |
| | |
| | |
| |
Outstanding at December 31, 2021 | |
| 13,850,000 | | |
$ | 0.76 | | |
$ | 0.76 | | |
| - | |
Granted | |
| 1,915,000 | | |
$ | 0.30 | | |
$ | 0.31 | | |
| - | |
Outstanding at September 30, 2022 | |
| 15,765,000 | | |
$ | 0.70 | | |
$ | 0.71 | | |
| - | |
The
remaining weighted average contractual life of exercisable options at September 30, 2022 was nine years.
12. Discontinued
Operations
In
2019, management determined to fully divest of EHR’s oil and gas activities. As such, these activities are presented as discontinued
operations for each of the periods presented. The following is a summary of the carrying amounts of major classes of assets and liabilities
of the discontinued operations to assets and liabilities held for sale:
| |
September 30, | | |
December 31, | |
| |
2022 | | |
2021 | |
Assets: | |
| | |
| |
Oil and natural gas properties held for sale, at cost | |
$ | 1,874,849 | | |
$ | 1,874,849 | |
Accumulated DD&A | |
| (1,874,849 | ) | |
| (1,874,849 | ) |
Total assets of discontinued operations held for sale | |
$ | - | | |
$ | - | |
| |
| | | |
| | |
Liabilities: | |
| | | |
| | |
Accrued liabilities | |
$ | 39,956 | | |
$ | 48,997 | |
Asset retirement obligations | |
| 52,368 | | |
| 52,368 | |
Revenue payable | |
| 52,117 | | |
| 52,117 | |
Current liabilities of discontinued operations held for sale | |
| 144,441 | | |
| 153,482 | |
Asset retirement obligations - | |
| | | |
| | |
Long-term liabilities of discontinued operations held for sale | |
| 199,046 | | |
| 162,948 | |
Total liabilities of discontinued operations held for sale | |
$ | 343,487 | | |
$ | 316,430 | |
The
following is a summary of the major classes of line items constituting loss on discontinued operations shown in the consolidated statements
of operations:
| |
For the three months ended September 30, | | |
For the nine months ended September 30, | |
| |
2022 | | |
2021 | | |
2022 | | |
2021 | |
Revenue - | |
| | |
| | |
| | |
| |
Oil and gas sales | |
$ | 41,077 | | |
$ | 55,140 | | |
$ | 116,870 | | |
$ | 93,248 | |
| |
| | | |
| | | |
| | | |
| | |
Costs and Expenses: | |
| | | |
| | | |
| | | |
| | |
Lease operating expense | |
| 25,461 | | |
| 53,919 | | |
| 110,649 | | |
| 94,714 | |
Accretion | |
| 5,230 | | |
| 2,851 | | |
| 36,098 | | |
| 9,883 | |
Total costs and expenses | |
| 30,691 | | |
| 56,770 | | |
| 146,747 | | |
| 104,597 | |
| |
| | | |
| | | |
| | | |
| | |
Loss from discontinued operations | |
$ | 10,386 | | |
$ | (1,630 | ) | |
$ | (29,877 | ) | |
$ | (11,349 | ) |
13. Supplemental
Cash Flow Information
| |
For the nine months ended September 30, | |
| |
2022 | | |
2021 | |
| |
| | |
| |
Cash paid for interest | |
$ | 50,690 | | |
$ | 127,812 | |
Cash paid for taxes | |
| - | | |
| - | |
| |
| | | |
| | |
Noncash investing and financing activities: | |
| | | |
| | |
Acquisition of certain assets of Halcyon Thruput, LLC | |
| | | |
| | |
- issuance of common shares | |
| - | | |
| 2,500,000 | |
- issuance of subordinated note | |
| - | | |
| 850,000 | |
- assumption of Halcyon bank note | |
| - | | |
| 995,614 | |
Series B preferred stock dividend payable | |
| 60,035 | | |
| 39,137 | |
Issuance of common stock units previously subscribed | |
| - | | |
| 50,000 | |
Issuances of common shares for exchange or conversion of debt | |
| - | | |
| 2,160,269 | |
14. Earnings
(Loss) per Share
The
following is the computation of earnings (loss) per basic and diluted share:
| |
For the three months ended September 30, | | |
For the nine months ended September 30, | |
| |
2022 | | |
2021 | | |
2022 | | |
2021 | |
Amounts attributable to Generation Hemp: | |
| | |
| | |
| | |
| |
Numerator | |
| | |
| | |
| | |
| |
Loss from continuing operations attributable to common stockholders | |
$ | (1,465,404 | ) | |
$ | (1,376,030 | ) | |
$ | (6,017,867 | ) | |
$ | (4,356,315 | ) |
Income (loss) from discontinued operations | |
| 9,736 | | |
| (1,528 | ) | |
| (28,007 | ) | |
| (10,639 | ) |
Less: preferred stock dividends | |
| (19,668 | ) | |
| (16,125 | ) | |
| (60,035 | ) | |
| (56,625 | ) |
Net loss attributable to common stockholders | |
$ | (1,475,336 | ) | |
$ | (1,393,683 | ) | |
$ | (6,105,909 | ) | |
$ | (4,423,579 | ) |
| |
| | | |
| | | |
| | | |
| | |
Denominator | |
| | | |
| | | |
| | | |
| | |
Weighted average shares used to compute basic EPS | |
| 113,204,002 | | |
| 54,109,797 | | |
| 113,149,973 | | |
| 38,693,679 | |
Dilutive effect of convertible note | |
| 1,164,773 | | |
| - | | |
| 1,164,773 | | |
| - | |
Dilutive effect of preferred stock | |
| 2,950,000 | | |
| 59,913,657 | | |
| 2,950,000 | | |
| 72,641,084 | |
Dilutive effect of common stock options | |
| 125,490 | | |
| - | | |
| 122,052 | | |
| - | |
Dilutive effect of common stock warrants | |
| 47,560 | | |
| 9,042,419 | | |
| 1,709,576 | | |
| 11,126,327 | |
Weighted average shares used to compute diluted EPS | |
| 117,491,825 | | |
| 123,065,873 | | |
| 119,096,374 | | |
| 122,461,090 | |
| |
| | | |
| | | |
| | | |
| | |
Earnings (loss) per share: | |
| | | |
| | | |
| | | |
| | |
Loss from continuing operations | |
| | | |
| | | |
| | | |
| | |
Basic | |
$ | (0.01 | ) | |
$ | (0.03 | ) | |
$ | (0.05 | ) | |
$ | (0.11 | ) |
Diluted | |
$ | (0.01 | ) | |
$ | (0.03 | ) | |
$ | (0.05 | ) | |
$ | (0.11 | ) |
Loss from discontinued operations | |
| | | |
| | | |
| | | |
| | |
Basic | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
Diluted | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
Earnings (loss) per share | |
| | | |
| | | |
| | | |
| | |
Basic | |
$ | (0.01 | ) | |
$ | (0.03 | ) | |
$ | (0.05 | ) | |
$ | (0.11 | ) |
Diluted | |
$ | (0.01 | ) | |
$ | (0.03 | ) | |
$ | (0.05 | ) | |
$ | (0.11 | ) |
The
computation of diluted earnings per common share excludes the assumed conversion of the Series B Preferred Stock and outstanding convertible
notes and exercise of common stock options and warrants in periods when we report a loss. The dilutive effect of the assumed exercise
of outstanding options and warrants was calculated using the treasury stock method.
*
* * * *