NOTE
2 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS
As
of March 31, 2022, the Company had cash of $1,790,264 and
a working capital deficit (current liabilities in excess of current assets) of $(32,250,552).
The accumulated deficit as of March 31, 2022 was $(303,585,160).
These conditions raise substantial doubt about the
Company’s ability to continue as a going concern for one year from the issuance of the consolidated financial statements.
Until
the Company’s consummation of the Empire acquisition, the Company had experienced net losses and negative cash flows from operations.
The Company believes it could generate positive cashflows from operations going forward but in the event its outstanding debt notes are
not converted to common stock, the market for recycled metals experiences a sharp downturn, or if it experiences delays in its growth
plans, the Company may need to raise additional capital. The Company’s failure to raise capital as and when needed could have a
negative impact on its financial condition and its ability to pursue its business strategy.
Accordingly,
the accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization
of assets and satisfaction of liabilities in the normal course of business for one year from the date the condensed consolidated financial
statements are issued. The carrying amounts of assets and liabilities presented in the condensed consolidated financial statements do
not necessarily purport to represent realizable or settlement values. The condensed consolidated financial statements do not include
any adjustments that might result should the Company be unable to continue as a going concern.
In
March 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak, which has continued
to spread, and any related adverse public health developments, has adversely affected workforces, customers, economies, and financial
markets globally, leading to an economic downturn. It has also disrupted the normal operations of many businesses, including ours. It
is not possible for us to predict the duration or magnitude of the adverse results of the outbreak of COVID-19 and its effects on our
business including our financial condition, liquidity, or results of operations at this time. Management is actively monitoring the global
situation and its impact on the Company’s financial condition, liquidity, operations, customers, industry, and workforce. Given
the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects
that the COVID-19 outbreak will have on its results of operations, financial condition, or liquidity for fiscal year 2022.
Although
the Company cannot estimate the length or gravity of the impact of the COVID-19 outbreak at this time, if the pandemic continues, it
may have a material adverse effect on the Company’s results of future operations, financial position, liquidity, and capital resources,
and those of the third parties on which the Company relies in fiscal year 2022.
NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles
of Consolidation
The
condensed consolidated financial statements include the accounts of Greenwave Technology Solutions, Inc. and its wholly owned subsidiaries.
All intercompany balances and transactions have been eliminated in consolidation.
Use
of Estimates
The
preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period. Significant estimates include estimates used in the calculation
of stock-based compensation, fair values relating to derivative liabilities, payroll tax liabilities with interest and penalties, deemed
dividends, assumptions used in right-of-use and lease liability calculations, valuations and impairments of goodwill and intangible assets
acquired in business combination, estimated useful life of long-lived assets and finite life tangible assets, determination of environmental
remediation liabilities, and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates.
Fair
Value of Financial Instruments
The
Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 825-10, “Financial
Instruments” (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The estimated fair
value of certain financial instruments, including cash, accounts payable and accrued liabilities are carried at historical cost basis,
which approximates their fair value because of the short-term maturity of these instruments. All other significant financial assets,
financial liabilities and equity instruments of the Company are either recognized or disclosed in the condensed consolidated financial
statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit
risk.
The
Company follows ASC 825-10, which permits entities to choose to measure many financial instruments and certain other items at fair value.
Cash
For
purposes of the condensed consolidated statements of cash flows, the Company considers highly liquid investments with an original maturity
of three months or less to be cash equivalents. As of March 31, 2022 and December 31, 2021, the Company had no cash equivalents. The
Company maintains its cash in banks insured by the Federal Deposit Insurance Corporation in accounts that at times may be in excess of
the federally insured limit of $250,000 per bank. The Company minimizes this risk by placing its cash deposits with major financial institutions.
At March 31, 2022 and December 31, 2021, the uninsured balances amounted to $1,540,264 and $2,727,928, respectively.
Property
and Equipment, net
We
state property and equipment at cost or, if acquired through a business combination, fair value at the date of acquisition. We calculate
depreciation and amortization using the straight-line method over the estimated useful lives of the assets, except for our leasehold
improvements, which are depreciated over the shorter of their estimated useful lives or their related lease term. Upon the sale or retirement
of assets, the cost and related accumulated depreciation are removed from our accounts and the resulting gain or loss is credited or
charged to income. We expense costs for repairs and maintenance when incurred. Property and equipment includes assets recorded under
operating leases, see “Note 15 —Leases.” Our property and equipment is pledged as collateral for our Senior Secured
Debt, see “Note 10 – Convertible Note Payable.”
Cost
of Revenue
The
Company’s cost of revenue consists primarily of the costs of purchasing metal from its customers.
Related
Party Transactions
Parties
are considered related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled
by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members
of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if
one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting
parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. See
Note 17 – Related Party Transactions.
Leases
The
Company accounts for its leases under ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified
as operating or financing leases and are recorded on the condensed consolidated balance sheet as both a right of use asset and lease
liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s
incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset
is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset
result in straight-line rent expense over the lease term. Variable lease expenses, if any, are recorded when incurred.
In
calculating the right of use asset and lease liability, the Company elected to combine lease and non-lease components. The Company excluded
short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election and recognizes rent
expense on a straight-line basis over the lease term. See Note 15 – Leases.
Paycheck
Protection Program Notes
We
classified the loan we received under the Paycheck Protection Program (“PPP”) and the PPP note we assumed upon consummation
of the Empire acquisition as non-convertible notes. We accrued interest on the PPP notes through the date of forgiveness of the respective
notes by the Small Business Administration (“SBA”). On the date of forgiveness of the respective PPP notes by the SBA, the
principal and interest due under the PPP notes were recorded as gains on forgiveness of debt.
Commitments
and Contingencies
From
time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation
is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.
Except as set forth below, we are currently not aware of any such legal proceedings or claims that will have, individually or in the
aggregate, a material adverse effect on our business, financial condition or operating results. See Note 9 – Commitments and Contingencies.
Revenue
Recognition
The
Company recognizes revenue when services are realized or realizable and earned, less estimated future doubtful accounts.
The
Company’s revenues are accounted for under ASC Topic 606, “Revenue From Contracts With Customers” (“ASC 606”)
and generally do not require significant estimates or judgments based on the nature of the Company’s revenue streams. The sales
prices are generally fixed at the point of sale and all consideration from contracts is included in the transaction price. The Company’s
contracts do not include multiple performance obligations or material variable consideration.
In
accordance with ASC 606, the Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount
that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company recognizes
revenue in accordance with that core principle by applying the following:
(i) |
Identify
the contract(s) with a customer; |
|
|
(ii) |
Identify
the performance obligation in the contract; |
|
|
(iii) |
Determine
the transaction price; |
|
|
(iv) |
Allocate
the transaction price to the performance obligations in the contract; and |
|
|
(v) |
Recognize
revenue when (or as) the Company satisfies a performance obligation. |
The
Company primarily generates revenue by purchasing scrap metal from businesses and retail customers, processing it, and selling the ferrous
and non-ferrous metals to clients.
The
Company realizes revenue upon the fulfillment of its performance obligations to customers. As of March 31, 2022 and December 31, 2021,
the Company had a contract liability of $25,000 and $25,000, respectively, for contracts under which the customer had paid for and the
Company had not yet delivered.
Inventories
Although
we ship the ferrous and non-ferrous metals we purchase to customers multiple times per day, we do maintain inventories. We calculate
the value of the inventories we do carry, which consist of processed and unprocessed scrap metal (ferrous and nonferrous), used and salvaged
vehicles, and supplies, based on the net realizable value or the cost of the inventories, whichever is less. We calculate the value of
the inventory based on the first-in-first-out (FIFO) methodology. We calculate the value of finished products based on their net realizable
value as their cost basis is not readily available. The value of our inventories was $729,075 and $381,002, respectively, as of March
31, 2022 and December 31, 2021.
Advertising
The
Company charges the costs of advertising to expense as incurred. Advertising costs were $16,230 and $18,553 for the three months ended
March 31, 2022 and 2021, respectively.
Stock-Based
Compensation
Stock-based
compensation expense is measured at the grant date fair value of the award and is expensed over the requisite service period. For stock-based
awards to employees, non-employees and directors, the Company calculates the fair value of the award on the date of grant using the Black-Scholes
option pricing model. Determining the fair value of stock-based awards at the grant date under this model requires judgment, including
estimating volatility, employee stock option exercise behaviors and forfeiture rates. The assumptions used in calculating the fair value
of stock-based awards represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application
of management’s judgment.
Income
Taxes
The
Company follows ASC Subtopic 740-10, “Income Taxes” (“ASC 740-10”) for recording the provision for income taxes.
Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets
and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled.
Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period.
If
available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized,
a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future
changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income
taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes
in different periods.
Business
Combinations
Our
business combinations are accounted for under the acquisition method of accounting in accordance with ASC Topic 805, “Business
Combinations” (“ASC 805”). Under the acquisition method, we recognize 100% of the assets we acquire and liabilities
we assume, regardless of the percentage we own, at their estimated fair values as of the date of acquisition. Any excess of the purchase
price over the fair value of the net assets and other identifiable intangible assets we acquire is recorded as goodwill. To the extent
the fair value of the net assets we acquire, including other identifiable assets, exceeds the purchase price, a bargain purchase gain
is recognized. The assets we acquire, and liabilities we assume from contingencies, are recognized at fair value if we can readily determine
the fair value during the measurement period. The operating results of businesses we acquire are included in our condensed consolidated
statement of operations from the date of acquisition. Acquisition-related costs are expensed as incurred. See “Note 4— Acquisition
of Empire.”
Convertible
Instruments
U.S.
GAAP requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial
instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of
the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract,
(b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value
under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and
(c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception
to this rule is when the host instrument is deemed to be conventional, as that term is described under ASC 480, “Distinguishing
Liabilities From Equity.”
When
the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, the Company records,
when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon
the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective
conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their
stated date of redemption using the effective interest method.
Beneficial
Conversion Features and Deemed Dividends
The
Company records a beneficial conversion feature for preferred stock when, on the date of issuance, the conversion rate is less than the
Company’s stock price. The Company also records, when necessary, a contingent beneficial conversion resulting from price protection
of the conversion price of preferred stock, based on the change in the intrinsic value of the conversion options embedded in such preferred
stock.
The
Company records, when necessary, deemed dividends for: (i) warrant price protection, based on the difference between the fair value of
the warrants immediately before and after the repricing (inclusive of any full ratchet provisions); (ii) the exchange of preferred shares
for convertible notes, based on the amount of the face value of the convertible notes in excess of the carrying value of the preferred
shares; (iii) the settlement of warrant provisions, based on the fair value of the common shares issued; and (iv) amortization of discount
on preferred stock resulting from recognition of a beneficial conversion feature.
Derivative
Financial Instruments
The
Company classifies as equity any contracts that: (i) require physical settlement or net-share settlement; or (ii) provide the Company
with a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement) providing that such
contracts are indexed to the Company’s own stock. The Company classifies as assets or liabilities any contracts that: (i) require
net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s
control); or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement).
The Company assesses classification of its common stock purchase warrants and other freestanding derivatives at each reporting date to
determine whether a change in classification between assets and liabilities is required.
The
Company’s freestanding derivatives consisted of warrants to purchase common stock that were issued in connection with the issuance
of debt and the sale of common shares, and of embedded conversion options within convertible notes. The Company evaluated these derivatives
to assess their proper classification in the balance sheet as of March 31, 2022 and December 31, 2021 using the applicable classification
criteria enumerated under ASC 815, “Derivatives and Hedging.” The Company determined that certain embedded conversion and/or
exercise features did not contain fixed settlement provisions. The convertible notes contained a conversion feature such that the Company
could not ensure it would have adequate authorized shares to meet all possible conversion demands. As such, the Company was required
to record the derivatives which do not have fixed settlement provisions as liabilities and mark to market all such derivatives to fair
value at the end of each reporting period. The Company also records derivative liabilities for instruments, including convertible notes,
preferred stock, and warrants, in which the Company does not have sufficient authorized shares to cover the conversion of these instruments
into shares of common stock. Upon elimination of derivative liabilities an authorized share shortfall, the Company reclassifies the
carrying value of the derivative liabilities at the date of the resolution of the authorized share shortfall to additional paid in capital.
Environmental
Remediation Liability
The
operations of the Company, like those of other companies in its industry, are subject to various domestic and foreign environmental laws
and regulations. These laws and regulations not only govern current operations and products, but also impose potential liability on the
Company for past operations. Management expects environmental laws and regulations to impose increasingly stringent requirements upon
the Company and the industry in the future. Management believes that the Company conducts its operations in compliance with applicable
environmental laws and regulations and has implemented various programs designed to protect the environment and promote continued compliance.
The
Company continuously assesses its potential liability for remediation-related activities and adjusts its environmental-related accruals
as information becomes available upon which more accurate costs can be reasonably estimated and as additional accounting guidelines are
issued. As of March 31, 2022 and December 31, 2021, the Company had accruals reported on the balance sheet as current liabilities
of $0 and $22,207, respectively, as the Company had paid all civil penalties and completed all remediation activities required under
the Virginia DEQ Consent Order dated June 30, 2021. See “Note 9—Commitments and Contingencies”
Actual
costs incurred may vary from the accrued estimates due to the inherent uncertainties involved including, among others, the nature and
magnitude of the wastes involved, the various technologies that can be used for remediation and the determination of acceptable remediation
with respect to a particular site. Additionally, costs for environmental-related activities may not be reasonably estimable and therefore
would not be included in our current liabilities.
Management
believes these contingent environmental-related liabilities have been resolved.
Long-Lived
Assets
The
Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. The test for impairment is required to be performed by management
at least annually. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the
future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment
to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived
assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. Intangible assets are stated
at cost and reviewed annually to examine any impairments, usually assuming an estimated useful life of five to ten years. When retired
or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference
less any amount realized from disposition, is reflected in earnings. The estimated useful lives of the Intellectual Property, Customer
List, and Licenses assumed in the Empire acquisition is 5 years, 10 years, and 10 years, respectively. See Note 18 – Amortization
of Intangible Assets.
Indefinite
Lived Intangibles
The
Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,”
where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on
their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one
year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and
revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired
less liabilities assumed is recognized as goodwill.
The
Company tests indefinite lived intangibles and goodwill for impairment in the fourth quarter of each year and whenever events or circumstances
indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable.
Goodwill
Goodwill
is the excess of the purchase price paid over the fair value of the net assets of the acquired business. Goodwill is tested annually
at December 31 for impairment. The annual qualitative or quantitative assessments involve determining an estimate of the fair value
of reporting units in order to evaluate whether an impairment of the current carrying amount of goodwill exists. A qualitative
assessment evaluates whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount
before applying the two-step quantitative goodwill impairment test. The first step of a quantitative goodwill impairment test
compares the fair value of the reporting unit to its carrying amount including goodwill. If the carrying amount of the reporting
unit exceeds its fair value, an impairment loss may be recognized. The amount of impairment loss is determined by comparing the
implied fair value of the reporting unit’s goodwill with the carrying amount. If the carrying amount exceeds the implied fair
value then an impairment loss is recognized equal to that excess. The Company has adopted the provisions of Accounting Standards
Update (“ASU”)_2017-04, “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”
(“ASU 2017-04”). ASU 2017-04 requires goodwill impairments to be measured on the basis of the fair value of a
reporting unit relative to the reporting unit’s carrying amount rather than on the basis of the implied amount of goodwill
relative to the goodwill balance of the reporting unit. Thus, ASU 2017-04 permits an entity to record a goodwill impairment that is
entirely or partly due to a decline in the fair value of other assets that, under existing U.S. GAAP, would not be impaired
or have a reduced carrying amount. Furthermore, ASU 2017-04 removes “the requirements for any reporting unit with a
zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of
the goodwill impairment test.” Instead, all reporting units, even those with a zero or negative carrying amount will apply the
same impairment test. Accordingly, the goodwill of reporting unit or entity with zero or negative carrying values will not be
impaired, even when conditions underlying the reporting unit/entity may indicate that goodwill is impaired.
We
test our goodwill for impairment annually, or, under certain circumstances, more frequently, such as when events or circumstances indicate
there may be impairment. As of March 31, 2022, no such circumstances had occurred. We are required to write down the value of goodwill
only when our testing determines the recorded amount of goodwill exceeds the fair value. Our annual measurement date for testing goodwill
impairment is December 31.
None
of the goodwill is deductible for income tax purposes.
Segment
Reporting
Operating
segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by
the Chief Executive Officer, or decision-making group, in deciding the method to allocate resources and assess performance. The Company
currently has one reportable segment for financial reporting purposes, which represents the Company’s core business.
Net
Earnings (Loss) Per Common Share
The
Company computes earnings (loss) per common share under ASC Subtopic 260-10, Earnings Per Share. Net loss per common share
is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted
earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive
securities into common stock using the “treasury stock” and/or “if converted” methods, as applicable.
The
computation of basic and diluted income (loss) per share, for the three months ended March 31, 2022 and 2021 excludes potentially dilutive
securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the
common stock during the period.
Potentially
dilutive securities are as follows:
SCHEDULE
OF POTENTIALLY DILUTED SECURITIES EXCLUDED FROM THE COMPUTATION OF BASIC AND DILUTED NET LOSS PER SHARE
| |
March 31, | | |
March 31, | |
| |
2022 | | |
2021 | |
Common shares issuable upon conversion of convertible notes | |
| 2,563,929 | | |
| 1,601,517 | |
Options to purchase common shares | |
| 92,116 | | |
| 92,116 | |
Warrants to purchase common shares | |
| 2,752,941 | | |
| 7,964,625 | |
Common shares issuable upon conversion of preferred stock | |
| 824,197 | | |
| 22,858,522 | |
Total potentially dilutive shares | |
| 6,233,183 | | |
| 32,516,780 | |
On
February 28, 2022 the Company completed 1-for-300 reverse stock split. Pursuant to GAAP, the Company retrospectively recasted and restated
the weighted-average common shares included within its condensed consolidated statements of operations for the three months ended
March 31, 2022 and 2021. The basic and diluted weighted-average common shares are retroactively converted to shares of the Company’s
common stock to conform to the recasted condensed consolidated statements of stockholders’ equity.
Reclassifications
Certain
reclassifications have been made to the prior years’ data to conform to the current year presentation. These reclassifications
had no effect on reported income (losses).
Recent
Accounting Pronouncements
In
December 2019, the FASB issued ASU 2019-12, which is intended to simplify various aspects related to accounting for income taxes. ASU
2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve
consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December
15, 2020, with early adoption permitted. The Company adopted ASU 2019-12 effective January 1, 2021, and the adoption did not have
a material impact on its financial statements and related disclosures.
In
August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on accounting for convertible debt instruments by removing the
separation models for: (1) convertible debt with a cash conversion feature; and (2) convertible instruments with a beneficial conversion
feature. As a result, the Company will not separately present in equity an embedded conversion feature in such debt. Instead, we will
account for a convertible debt instrument wholly as debt, unless certain other conditions are met. We expect the elimination of these
models will reduce reported interest expense and increase reported net income for the Company’s convertible instruments falling
under the scope of those models before the adoption of ASU 2020-06. Also, ASU 2020-06 requires the application of the if-converted method
for calculating diluted earnings per share and the treasury stock method will be no longer available. The provisions of ASU 2020-06 are
applicable for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after
December 15, 2020. The Company adopted ASU 2020-06 on January 1, 2022 which did not have a material impact on the Company’s financial
statements and related disclosures.
In
August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure
Framework - Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). ASU 2018-13 removes
certain disclosure requirements, including the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy,
the policy for timing of transfers between levels, and the valuation processes for Level 3 fair value measurements. ASU 2018-13 also
adds disclosure requirements, including changes in unrealized gains and losses for the period included in other comprehensive income
for recurring Level 3 fair value measurements, and the range and weighted average of significant unobservable inputs used to develop
Level 3 fair value measurements. The amendments on changes in unrealized gains and losses, and the range and weighted average of significant
unobservable inputs used to develop Level 3 fair value measurements, should be applied prospectively for only the most recent interim
or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods
presented upon their effective date. ASU 2018-13 became effective for us on January 1, 2020. The adoption of this update did not have
a material impact on the Company’s consolidated financial statements and related disclosures.
In
October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract
Liabilities from Contracts with Customers” (ASU 2021-08). which requires that an acquirer recognize and measure contract
assets and contract liabilities acquired in a business combination in accordance with ASC 606, as if it had originated the contracts.
Prior to ASU 2021-08, an acquirer generally recognizes contract assets acquired and contract liabilities assumed that arose from
contracts with customers at fair value on the acquisition date. ASU 2021-08 is effective for fiscal years beginning after December
15, 2022, with early adoption permitted. ASU 2021-08 is to be applied prospectively to business combinations occurring on or after
the effective date of the amendment (or if adopted early as of an interim period, as of the beginning of the fiscal year that includes
the interim period of early application). We are still assessing this standard’s impact on our consolidated financial statements.
There
are other various updates recently issued, most of which represented technical corrections to the accounting literature or application
to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations
or cash flows.
NOTE
4 – ACQUISITION OF EMPIRE
On September 30, 2021, the
Company entered into an agreement and plan of merger (the “Merger Agreement”) to acquire Empire Services, Inc. “Empire”,
a Virginia Corporation (the “Empire Acquisition”). The Empire Acquisition became effective on October 1, 2021
upon the filings of the certificate or articles of merger with the Delaware Secretary of State and State Corporation
Commission of Virginia on October 1, 2021.
Empire,
a company headquartered in Virginia, operates 11 metal recycling facilities in Virginia and North Carolina, where it collects, classifies
and processes raw scrap metals (ferrous and nonferrous) for recycling, such as iron, steel, aluminum, copper, lead, stainless steel and
zinc. Empire’s business consists of purchasing scrap metals from retail customers, municipal governments and large corporations,
and selling both processed and unprocessed scrap metals to steel mills and other purchasers across the country. Empire utilizes technology
to create operating efficiencies and competitive advantages over other scrap metal recyclers.
At
the effective time of the Empire Acquisition, each share of Empire’s common stock was converted into the right to receive consideration
consisting of: (i) 1,650,000 shares of newly-issued restricted shares of the Company’s common stock, par value $0.001 per share,
(ii) within 3 business days of the closing of the Company’s next capital raise, repayment of a $1 million advance made to purchase
Empire’s Virginia Beach location to Empire’s sole shareholder and Greenwave’s Chief Executive Officer and (iii)
a promissory note in the principal amount of $3.7 million with a maturity date of September 30, 2023 to Empire’s sole shareholder
and Greenwave’s Chief Executive Officer.
The
Merger Agreement contained representations, warranties and covenants customary for transactions of this type. Investors in, and
security holders of, the Company should not rely on the representations and warranties as characterizations of the actual state of facts
since they were made only as of the date of the Empire Acquisition. Moreover, information concerning the subject matter of such representation
and warranties may change after the date of the Empire Acquisition, which subsequent information may or may not be fully reflected in
public disclosures.
On
September 30, 2021, the Company entered into an employment agreement with the sole owner of Empire.
The
fair value of the assets acquired and liabilities assumed are based on management’s initial estimates of the fair values on October
1, 2021 and on subsequent measurement adjustments as of December 31, 2021. Based upon the purchase price allocation, the following table
summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition:
SCHEDULE
OF BUSINESS ACQUISITION
Assets acquired: | |
| | |
Cash | |
$ | 141,027 | |
Deposits | |
| 1,150 | |
Notes receivable – related party | |
| 1,515,778 | |
Property and equipment, net | |
| 3,224,337 | |
Right of use and other assets | |
| 3,585,961 | |
Licenses | |
| 21,274,000 | |
Intellectual Property | |
| 3,036,000 | |
Customer Base | |
| 2,239,000 | |
Goodwill | |
| 2,499,753 | |
Total assets acquired at fair value | |
| 37,517,046 | |
| |
| | |
Liabilities assumed: | |
| | |
Accounts payable | |
| 845,349 | |
Advances and environmental remediation liabilities | |
| 4,143,816 | |
Note payable | |
| 5,684,662 | |
Other liabilities | |
| 3,729,219 | |
Total liabilities assumed | |
| 14,403,046 | |
Net assets acquired | |
| 23,114,000 | |
| |
| | |
Purchase consideration paid: | |
| | |
Common stock | |
| 18,414,000 | |
Promissory Note | |
| 3,700,000 | |
Promissory Note | |
| 1,000,000 | |
Total purchase consideration paid | |
$ | 23,114,000 | |
The
assets acquired and liabilities assumed are recorded at their estimated fair values on the acquisition date as adjusted during the measurement
period with subsequent changes recognized in earnings or loss. The Company utilized an independent specialist for the valuation of the
intangible assets.
The
following unaudited pro forma condensed consolidated results of operations have been prepared as if the acquisition of Empire had occurred
as of the beginning of the following period:
SCHEDULE
OF BUSINESS ACQUISITION PRO FORMA
| |
Three Months Ended March 31, 2021 | |
Net Revenues | |
$ | 5,945,486 | |
Net Income (Loss) Available to Common Shareholders | |
$ | (46,279,929 | ) |
Net Basic Earnings (Loss) per Share | |
$ | (9.95 | ) |
Net Diluted Earnings (Loss) per Share | |
$ | (9.95 | ) |
Pro
forma data does not purport to be indicative of the results that would have been obtained had these events actually occurred at the beginning
of the period presented and is not intended to be a projection of future results.
NOTE
5 – PROPERTY AND EQUIPMENT
Property
and equipment as of March 31, 2022 and December 31, 2021 is summarized as follows:
SCHEDULE
OF PROPERTY AND EQUIPMENT
| |
March
31, 2022 | | |
December
31, 2021 | |
Equipment | |
$ | 5,938,549 | | |
$ | 4,816,756 | |
Subtotal | |
| 5,938,549 | | |
| 4,816,756 | |
Less accumulated depreciation | |
| (2,045,851 | ) | |
| (1,911,719 | ) |
Property and equipment, net | |
$ | 3,892,698 | | |
$ | 2,905,037 | |
Depreciation
expense for the three months ended March 31, 2022 and 2021 was $134,131 and $0, respectively.
NOTE
6 – ADVANCES, NON-CONVERTIBLE NOTES PAYABLE
During
the three months ended March 31, 2022 and 2021, the Company received aggregate proceeds from non-interest bearing advances of $0 and
$2,998 and repaid an aggregate of $0 and $3,385, respectively, of advances. Included in the three months ended March 31, 2022 and 2021
were $0 and $198 of advances from and $0 and $3,386 of repayments to the Company’s former Chief Executive Officer. The remaining
advances are primarily for Simple Agreements for Future Tokens, entered into with accredited investors issued pursuant to an exemption
from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) thereof and/or Regulation
D thereunder in 2018. As of March 31, 2022 and December 31, 2021, the Company owed $97,000 and $97,000 in principal and $4,000 and $4,000
in accrued interest, respectively, on advances.
Non-Convertible
Notes Payable
During
the three months ended March 31, 2022 and 2021, the Company received proceeds from the issuance of non-convertible notes of $0 and $24,647,
repaid aggregate principal of $100,000 and $0, and paid interest of $195,000, and $0, respectively, on non-convertible notes.
On
September 23, 2021, the Company entered into a Resolution Agreement with Sheppard, Mullin, Richter & Hampton concerning the $459,250.88
judgement entered against the Company (See Note 9). Under the terms of the Resolution Agreement, which the Company has classified as
a non-convertible note, the Company was required to make a $25,000 initial payment by September 30, 2021 and is required to make $15,000
monthly payments from October 2021 to January 2023 with a final $10,000 payment due in February 2023. The Company has made the October
2021 to April 2022 monthly payments. During the year ended December 31, 2021, the Company made $70,000 in payments towards the
Resolution Agreement. During the three months ended March 31, 2022, the Company made $45,000 in payments towards the Resolution Agreement.
As of March 31, 2022, the Resolution Agreement had a balance of $150,389, net an unamortized debt discount of $9,611.
On
January 24, 2022, the Company settled a non-convertible note in the principal amount of $55,000 with accrued interest and penalties of
$358,420 for a cash payment of $250,000. The Company realized a gain on settlement of debt of debt of $163,420.
The
following table details the current and long-term principal due under non-convertible notes as of March 31, 2022.
SCHEDULE
OF CURRENT AND LONG TERM PRINCIPAL DUE UNDER NON CONVERTIBLE NOTE
| |
Principal (Current) | |
Non-Convertible Note | |
$ | 5,000 | |
Sheppard Mullin Resolution Agreement | |
| 160,000 | |
Debt Discount | |
| (9,611 | ) |
Total Principal of Non-Convertible Notes, net | |
$ | 155,389 | |
NOTE
7 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES
As
of March 31, 2022 and December 31, 2021, the Company owed accounts payable and accrued expenses of $3,170,753 and $2,773,894, respectively.
These are primarily comprised of payments to vendors, accrued interest on debt, and accrued legal bills.
SCHEDULE
OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES
| |
March
31, 2022 | | |
December
31, 2021 | |
Accounts Payable | |
$ | 736,540 | | |
$ | 623,557 | |
Credit Cards | |
| 48,708 | | |
| 126,063 | |
Accrued Interest | |
| 2,175,610 | | |
| 1,880,066 | |
Accrued Expenses | |
| 209,895 | | |
| 144,208 | |
Total Accounts Payable and Accrued Expenses | |
$ | 3,170,753 | | |
$ | 2,773,894 | |
NOTE
8 – ACCRUED PAYROLL AND RELATED EXPENSES
The
Company is delinquent in filing its payroll taxes, primarily related to stock compensation awards in 2016 and 2017, but also including
payroll for 2018, 2019, 2020, and 2021. As of March 31, 2022 and December 31, 2021, the Company owed payroll tax liabilities, including
penalties, of $4,057,000 and $4,001,470, respectively, to federal and state taxing authorities. The actual liability may be higher or
lower due to interest or penalties assessed by federal and state taxing authorities.
NOTE
9 – COMMITMENTS AND CONTINGENCES
From
time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation
is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.
Except as set forth below, we are currently not aware of any such legal proceedings or claims that will have, individually or in the
aggregate, a material adverse effect on our business, financial condition or operating results.
Sheppard
Mullin’s Demand for Arbitration
On
December 1, 2020, Sheppard, Mullin, Richter & Hampton LLP (“Sheppard Mullin”), the Company’s former securities
counsel, filed a demand for arbitration at JAMS in New York, New York against the Company, alleging the Company’s breach of an
engagement agreement dated January 4, 2018, and a failure of the Company to pay $487,390.73 of outstanding legal fees to Sheppard Mullin.
Sheppard Mullin was awarded $459,251 in unpaid legal fees, disbursements and interest on June 25, 2021. A judgement confirming the arbitration
award was entered on September 8, 2021 in the Federal District Court located in Denver, Colorado.
On
September 23, 2021, the Company entered into a Resolution Agreement with Sheppard, Mullin, Richter & Hampton concerning the $459,250.88
judgement entered against the Company. Under the terms of the Resolution Agreement, the Company was required to make a $25,000 initial
payment by September 30, 2021 and is required to make $15,000 monthly payments from October 2021 to January 2023 with a final $10,000
payment due in February 2023. The Company has made the October 2021 to April 2022 monthly payments.
Virginia
DEQ Consent Order
On
June 30, 2021, the Company entered into a Consent Order with the Virginia State Water Control Board. Under the Consent Order, the Company
is required to pay a civil penalty of $90,000, improve its internal control plans regarding recycled and waste materials, remediate certain
environmental concerns on the properties it leases, among other requirements. The Company believes it is appropriate to recognize an
environmental remediation liability as a regulatory claim that was asserted in the Notices of Violations issued to the Company in November
2019, for which the June 2021 Consent Order rectifies.
Upon
effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred $71,017 in environmental remediation
liabilities, of which $15,017 was a fair estimate of the cost to remediate the properties it leases and a balance of $56,000 for the
civil penalty as of the acquisition date. The Company paid $34,983 towards the remediation of the properties and $42,000 towards the
civil penalty from October 1, 2021 to December 31, 2021. The Company paid $22,207 towards the remediation of the properties and $14,000
towards the civil penalty during the three months ended March 31, 2022. As of March 31, 2022, the Company had $0 in civil penalties and
$0 in costs remaining to remediate the properties in accordance with the Consent Order. The Company is committed to improving its processes
and controls to ensure its operations have minimal environmental impact with the goal of minimizing the number of comments and citations
received by the Department of Environmental Quality going forward.
NOTE
10 – CONVERTIBLE NOTES PAYABLE
On
November 29, 2021, the Company entered into a securities purchase agreement with certain institutional investors (“Investors”)
as purchasers. Pursuant to the securities purchase agreement, the Company sold, and the Investors purchased, approximately $37,714,966,
which consisted of approximately $27,585,450 in cash and $4,762,838 of existing debt of the Company which was exchanged for the notes
and warrants issued in this offering principal amount of senior secured convertible notes and 2,514,331 warrants valued at $36,516,852.
The senior notes were issued with an original issue discount of 6%, bear interest at the rate of 6% per annum, and mature after 6 months,
on May 30, 2022. The senior notes are convertible into shares of the Company’s common stock, par value $0.001 per share at a conversion
price per share of $15.00, subject to adjustment under certain circumstances described in the senior notes. To secure its obligations
thereunder and under the securities purchase agreement, the Company has granted a security interest over substantially all of its assets
to the collateral agent for the benefit of the Investors, pursuant to a pledge and security agreement. Upon the listing of the common
stock on a national exchange and certain other conditions being met, the senior notes issued in this offering will automatically convert
into common stock at the conversion price set forth in the senior notes. The Company paid $2,200,000 and a warrant to purchase
200,000 shares of common stock valued at $2,904,697 as commission for the offering.
The
maturity date of the senior notes may be extended by the Company prior to the initial maturity date to November 30, 2022 if no equity
conditions failure is occurring. The maturity date of the senior notes also may be extended by the holders under other circumstances
specified therein. If the Company is unable to extend the senior notes or elects not to do so, the Company will be required to repay
the senior notes through equity issuances, additional borrowings, cash flows from operations and/or other sources of liquidity.
The warrants are exercisable for five (5) years to purchase an aggregate of 2,514,331 shares of common stock at an exercise price
per share of $19.50, subject to adjustment under certain circumstances described in the warrants.
Upon
the issuance of certain convertible notes, the Company determined that the features associated with the embedded conversion option embedded
in the notes, should be accounted for at fair value, as a derivative liability, as the Company cannot determine if a sufficient number
of shares would be available to settle all potential future conversion transactions.
The
maturity dates of the convertible notes outstanding at March 31, 2022:
SCHEDULE
OF MATURITY DATES OF CONVERTIBLE NOTES
Maturity Date | |
Principal Balance Due | |
May 30, 2022 | |
$ | 37,714,966 | |
Total Principal Outstanding | |
$ | 37,714,966 | |
As
of March 31, 2022 and December 31, 2021, the remaining carrying value of the convertible notes was $25,212,767 and $6,459,469, net of
unamortized debt discount of $12,502,199 and $31,255,497, respectively. As of March 31, 2022 and December 31, 2021, accrued interest
payable of $743,966 and $192,191, respectively, was outstanding on the notes.
NOTE
11 – DERIVATIVE LIABILITIES AND FAIR VALUE MEASUREMENTS
As of December 31, 2021, the Company did not have
sufficient authorized but unissued shares to satisfy the conversion or exercise of its convertible notes, warrants, preferred shares,
and options. As such, the Company recorded a derivative liability for these instruments. Upon the consummation of a 1:300 reverse stock
split on February 17, 2022, the Company rectified this authorized share shortfall and reclassified the carrying value of its
derivative liabilities as of that date to additional paid in capital.
During
the year ended December 31, 2021, upon issuance of convertible debt and warrants, the Company estimated the fair value of the embedded
derivatives using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility
of 110.59% to 138.73%, (3) risk-free interest rate of 0.07% to 1.14%, and (4) expected life of 0.50 to 5.0 years.
On
December 31, 2021, the Company estimated the fair value of the embedded derivatives of $44,024,242 using the Black-Scholes Pricing Model
based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 136.12%, (3) risk-free interest rate of 0.19%
to 1.15%, and (4) expected life of 0.41 to 5.0 years.
On
February 17, 2022, the Company estimated the fair value of the embedded derivatives of $29,759,766 using the Black-Scholes Pricing Model
based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 155.45%, (3) risk-free interest rate of 0.06%
to 1.85%, and (4) expected life of 0.28 to 4.79 years.
The
Company adopted the provisions of ASC 825-10. ASC 825-10 defines fair value as the price that would be received from selling an asset
or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair
value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal
or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the
asset or liability, such as inherent risk, transfer restrictions, and risk of non-performance. ASC 825-10 establishes a fair value hierarchy
that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
ASC 825-10 establishes three levels of inputs that may be used to measure fair value:
● |
Level
1 – Quoted prices in active markets for identical assets or liabilities. |
● |
Level
2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets
with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs
are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the
assets or liabilities. |
● |
Level
3 – Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. |
All
items required to be recorded or measured on a recurring basis are based upon Level 3 inputs.
To
the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair
value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value
hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed
and is determined based on the lowest level input that is significant to the fair value measurement.
The
Company recognizes its derivative liabilities as Level 3 and values its derivatives using the methods discussed below. While the Company
believes that its valuation methods are appropriate and consistent with other market participants, it recognizes that the use of different
methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair
value at the reporting date. The primary assumptions that would significantly affect the fair values using the methods discussed are
that of volatility and market price of the underlying common stock of the Company.
As
of March 31, 2022, the Company did not have any derivative instruments that were designated as hedges.
Items
recorded or measured at fair value on a recurring basis in the accompanying condensed consolidated financial statements consisted of
the following items as of March 31, 2022 and December 31, 2021:
SCHEDULE
OF FAIR VALUE ON A RECURRING BASIS IN THE ACCOMPANYING FINANCIAL STATEMENTS
| |
December 31, 2021 | | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | | |
Significant Other Observable Inputs (Level 2) | | |
Significant Unobservable Inputs (Level 3) | |
Derivative liability | |
$ | 44,024,242 | | |
$ | - | | |
$ | - | | |
$ | 44,024,242 | |
| |
March 31, 2022 | | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | | |
Significant Other Observable Inputs (Level 2) | | |
Significant Unobservable Inputs (Level 3) | |
Derivative liability | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
The
following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities for the three months
ended March 31, 2022:
SCHEDULE
OF CHANGES IN FAIR VALUE OF THE COMPANY’S LEVEL 3 FINANCIAL LIABILITIES
Balance, December 31, 2021 | |
$ | 44,024,242 | |
Transfers out due to elimination of the authorized share shortfall (reclassified to additional paid
in capital) | |
| (29,759,766 | ) |
Mark to market to February 17, 2022 | |
| (14,264,476 | ) |
Balance, March 31, 2022 | |
$ | - | |
| |
| | |
Gain on change in derivative liabilities for the three months ended March 31, 2022 | |
$ | 14,264,476 | |
Fluctuations
in the Company’s stock price are a primary driver for the changes in the derivative valuations during each reporting period. As
the stock price increases/(decreases) for each of the related derivative instruments, the value to the holder of the instrument generally
increases/(decreases), therefore increasing/(decreasing) the liability on the Company’s balance sheet. Decreases in the conversion
price of the Company’s convertible notes are another driver for the changes in the derivative valuations during each reporting
period. As the conversion price decreases for each of the related derivative instruments, the value to the holder of the instrument (especially
those with full ratchet price protection) generally increases, therefore increasing the liability on the Company’s balance sheet.
Additionally, stock price volatility is one of the significant unobservable inputs used in the fair value measurement of each of the
Company’s derivative instruments. The simulated fair value of these liabilities is sensitive to changes in the Company’s
expected volatility. Increases in expected volatility would generally result in higher fair value measurements. A 10% change in pricing
inputs and changes in volatilities and correlation factors would not result in a material change in our Level 3 fair value.
NOTE
12 – STOCKHOLDERS’ EQUITY
Preferred
Stock
The
Company is authorized to issue 10,000,000 shares of blank check preferred stock, par value $0.001 per share.
Series
Z
On
September 30, 2021, the Company authorized the issuance of 500 shares of Series Z Preferred Stock, par value $0.001 per share. The Series
Z Preferred Stock has a $20,000 stated value per share and all 500 Series Z preferred shares, in aggregate, are convertible into 19.98%
of the issued and outstanding common shares of the Company (post conversion). The conversion rate is applicable on a pro rata basis to
each share of Series Z Preferred Stock upon conversion. This anti-dilutive conversion feature is in effect until such time an S-1 Registration
Statement is declared effective by the SEC in conjunction with a NASDAQ listing.
As
of March 31, 2022 and December 31, 2021, there were 500 shares of Series Z Preferred Stock issued and outstanding.
Common
Stock
The
Company is authorized to issue 1,200,000,000 shares of common stock, par value $0.001 per share.
During
the three months ended March 31, 2022, the Company issued 6,500 shares of the Company’s common stock previously recorded as to
be issued as of December 31, 2021.
As
of March 31, 2022 and December 31, 2021, there were 3,338,416 and 3,331,916 shares, respectively, of common stock issued and outstanding.
NOTE
13 – WARRANTS
A
summary of the warrant activity for the three months ended March 31, 2022 is as follows:
SCHEDULE
OF WARRANT ACTIVITY
| |
Shares | | |
Weighted- Average Exercise Price | | |
Weighted- Average Remaining Contractual Term | | |
Aggregate Intrinsic Value | |
Outstanding at December 31, 2021 | |
| 2,752,941 | | |
$ | 19.77 | | |
| 4.86 | | |
$ | 11,650 | |
Granted | |
| - | | |
| | | |
| | | |
| | |
Exercised | |
| - | | |
| | | |
| | | |
| | |
Canceled/Exchanged | |
| - | | |
| | | |
| | | |
| | |
Outstanding at March 31, 2022 | |
| 2,752,941 | | |
$ | 19.77 | | |
| 4.61 | | |
$ | 6,489 | |
Exercisable at March 31, 2022 | |
| 2,752,941 | | |
$ | 19.77 | | |
| 4.61 | | |
$ | 6,489 | |
SCHEDULE
OF STOCK OUTSTANDING AND EXERCISABLE
Exercise Price | |
Warrants Outstanding | | |
Weighted Avg. Remaining Life | | |
Warrants Exercisable | |
$ |
0.12 | |
| 834 | | |
| 0.83 | | |
| 834 | |
|
19.50 | |
| 2,714,351 | | |
| 4.67 | | |
| 2,714,351 | |
|
22.50 – 60.00 | |
| 37,339 | | |
| 0.66 | | |
| 37,339 | |
|
120.00 | |
| 417 | | |
| 0.75 | | |
| 417 | |
|
| |
| 2,752,941 | | |
| 4.61 | | |
| 2,752,941 | |
The
aggregate intrinsic value of outstanding stock warrants was $6,489, based on warrants with an exercise price less than the Company’s
stock price of $7.90 as of March 31, 2022 which would have been received by the warrant holders had those holders exercised the warrants
as of that date.
NOTE
14 – STOCK OPTIONS
Our
stockholders approved our 2014 Equity Incentive Plan in June 2014 (the “2014 Plan”), our 2015 Equity Incentive Plan in December
2015 (the “2015 Plan”), our 2016 Equity Incentive Plan in October 2016 (“2016 Plan”), our 2017 Equity Incentive
Plan in December 2016 (“2017 Plan”), our 2018 Equity Incentive Plan in June 2018 (the “2018 Plan” and
together with the 2014 Plan, 2015 Plan, 2016 Plan, the “Prior Plans”), and our 2021 Equity Incentive Plan in September
2021 (“2021 Plan” , and together with the Prior Plans, the “Plans”). The Prior Plans are identical, except for
the number of shares reserved for issuance under each. As of March 31, 2022, the Company had granted an aggregate of 214,367 securities
under the Plans since inception, with 167,300 shares available for future issuances. The Company made no grants under the pPans
during the three months ended March 31, 2022.
The
Plans provide for the grant of incentive stock options to our employees and our subsidiaries’ employees, and for the grant of stock
options, stock bonus awards, restricted stock awards, performance stock awards and other forms of stock compensation to our employees,
including officers, consultants and directors. The Prior Plans also provide that the grant of performance stock awards may be paid out
in cash as determined by the committee administering the Prior Plans.
Option
valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using
the Black-Scholes option pricing model with a volatility figure derived from historical data. The Company accounts for the expected life
of options based on the contractual life of the options.
There
were no options issued during the three months ended March 31, 2022. There was no options activity during the year ended December 31,
2021.
A
summary of the stock option activity for the three months ended March 31, 2022 as follows:
SCHEDULE
OF STOCK OPTION ACTIVITY
| |
Shares | | |
Weighted- Average Exercise Price | | |
Weighted- Average Remaining Contractual Term | | |
Aggregate Intrinsic Value | |
Outstanding at December 31, 2021 | |
| 92,116 | | |
$ | 148.11 | | |
| 5.49 | | |
$ | - | |
Granted | |
| - | | |
| | | |
| | | |
| | |
Exercised | |
| - | | |
| | | |
| | | |
| | |
Forfeiture/Cancelled | |
| - | | |
| | | |
| | | |
| | |
Outstanding at March 31, 2022 | |
| 92,116 | | |
$ | 148.11 | | |
| 5.24 | | |
$ | - | |
Exercisable at March 31, 2022 | |
| 92,116 | | |
$ | 148.11 | | |
| 5.24 | | |
$ | - | |
SCHEDULE
OF STOCK OUTSTANDING AND EXERCISABLE
Exercise Price | |
Number of Options | | |
Remaining Life In Years | | |
Number of Options Exercisable | |
$30.00-75.00 | |
| 44,368 | | |
| 6.01 | | |
| 44,368 | |
75.01-150.00 | |
| 6,426 | | |
| 5.01 | | |
| 6,426 | |
150.01-225.00 | |
| 6,079 | | |
| 4.43 | | |
| 6,079 | |
225.01-300.00 | |
| 33,133 | | |
| 4.46 | | |
| 33,133 | |
300.01-600.00 | |
| 2,110 | | |
| 4.36 | | |
| 2,110 | |
| |
| 92,116 | | |
| | | |
| 92,116 | |
The
aggregate intrinsic value of outstanding stock options was $0, based on options with an exercise price less than the Company’s
stock price of $7.90 as of March 31, 2022, which would have been received by the option holders had those option holders exercised their
options as of that date.
The
fair value of all options that vested during the three months ended March 31, 2022 and 2021 was $0 and $0, respectively. Unrecognized
compensation expense of $0 as of March 31, 2022 will be expensed in future periods.
NOTE
15 – LEASES
Property
Leases (Operating Leases)
The
Company leases its facilities and certain automobiles under operating leases which expire on various dates through 2025. The Company
determines if an arrangement is a lease at inception and whether it is a finance or operating leases. Right of Use (“ROU”)
assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the obligation
to make lease payments from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date of the lease
based on the present value of lease payments over the lease term. When readily determinable, the Company uses the implicit rate in determining
the present value of lease payments. The ROU asset also includes any fixed lease payments, including in-substance fixed lease payments
and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Lease term
is determined at lease commencement and includes any non-cancellable period for which the Company has the right to use the underlying
asset, together with any options to extend that the Company is reasonably certain to exercise.
Upon
effectiveness of the acquisition of Empire on October 1, 2021, the Company assumed $3,492,531 in ROU assets and $3,650,358 in lease liabilities
for the leasing of scrap metal yards from an entity controlled by the Company’s Chief Executive Officer. Under the terms of the
leases, Empire is required to pay an aggregate of $145,821 per month and increasing by 3% on January 1st of every year. The leases
expire on January 1, 2024 and the Company has two options to extend the leases by 5 years per option. In the event the Company does not
exercise the options, the leases will continue on a month-to-month basis. The Company cannot sublease any of the properties under the
lease agreements.
Upon
effectiveness of the acquisition of Empire on October 1, 2021, the Company assumed $30,699 in ROU assets and $31,061 in lease liabilities
for an office lease. Under the terms of the lease, Empire is required to pay $1,150 per month and increasing by 3% on April 1st of every
year beginning on April 1, 2022. The lease expires on March 31, 2024 and Empire was required to make a security deposit of $1,150. The
Company does not have an option to extend the lease. The Company cannot sublease the office under the lease agreements.
On
October 11, 2021, Empire entered into leasing agreements with a company owned by the Chief Executive Officer of Empire for the leasing
of the Company’s Virginia Beach metal recycling location. Under the terms of the leases, Empire is required to pay $9,677 for the
prorated first month and $15,000 per month for the facilities beginning November 1, 2021 and increasing by 3% on January 1st of
every year thereafter. The leases expire on January 1, 2024 and the Company has two options to extend the leases by 5 years per option.
In the event the Company does not exercise the options, the leases will continue on a month-to-month basis. The Company cannot sublease
any of the properties under the lease agreements.
Automobile
Leases (Operating Leases)
Upon
effectiveness of the acquisition of Empire on October 1, 2021, the Company assumed $26,804 in ROU assets and $18,661 in lease liabilities
for an automobile lease. Under the terms of the lease, Empire is required to pay $750 per month until the lease expires on February 18,
2025 and the Company does not have an option to renew or extend. The Company is responsible for any damage to the automobile under
the terms of the lease.
Upon
effectiveness of the acquisition of Empire on October 1, 2021, the Company assumed $34,261 in ROU assets and $27,757 in lease liabilities
for an automobile lease. Under the terms of the lease, Empire is required to pay $650 per month until the lease expires on February 15,
2026 and the Company does not have an option to renew or extend. The Company is responsible for any damage to the automobile under
the terms of the lease.
On
December 23, 2021, Empire entered into a lease agreement for the leasing of an automobile. Under the terms of the lease, Empire was required
to pay $18,000 for the first month and $1,000 per month thereafter for 60 months. The lease expires on December 23, 2025 and the Company
does not have an option to renew or extend. The Company is responsible to any damage for the automobile under the terms of the
lease.
On
January 24, 2022, the Company entered into leasing agreements for 3,521 square feet of office space commencing upon the completion of
tenant improvements which was expected to be on April 1, 2022 but shall be no later than May 1, 2022 (“Commencement Date”).
Under the terms of the leases, the Company is required to pay $3,668 for the first twelve months of the lease and increasing by approximately
3% every 12 months thereafter until the expiration of the lease. The lease is for a period of five years from the Commencement Date and
the Company was required to make a security deposit of $3,668. The Company does not have an option to extend the lease. The Company cannot
sublease any of the office space under the lease agreement.
Effective
February 1, 2022, the Company entered into an office space/land lease agreement with an entity owned by the Chief Executive Officer of
Greenwave for the leasing of the Company’s Fairmont metal scrap yard located at 406 Sandy Street, Fairmont, NC 28340. Under the
terms of the lease, the Company is required to pay $8,000 per month for the facility beginning February 1, 2022 and increasing by 3%
on January 1, 2023. The lease expires on January 1, 2024 and the Company has two options to extend the lease by 5 years per option. The
Company also has the option to extend the term of the lease for an additional year for the next 5 years upon the same terms and conditions.
In the event the Company does not exercise the options, the lease will continue on a month-to-month basis. The Company cannot sublease
the property under the lease agreement.
ROU
assets and liabilities consist of the following:
SCHEDULE
OF ASSETS AND LIABILITIES
| |
March
31, 2022 | | |
December
31, 2021 | |
ROU assets | |
$ | 3,396,246 | | |
$ | 3,620,523 | |
| |
| | | |
| | |
Current portion of lease liabilities | |
$ | 2,142,504 | | |
$ | 1,715,726 | |
Long term lease liabilities, net of current portion | |
| 1,375,254 | | |
| 2,030,722 | |
Total lease liabilities | |
$ | 3,517,758 | | |
$ | 3,746,498 | |
Aggregate
minimum future commitments under non-cancelable operating leases and other obligations at December 31, 2021 were as follows:
SCHEDULE
OF NON CANCELABLE OPERATING LEASES AND OTHER OBLIGATIONS
Year ended December 31, | |
| |
2022 (remaining) | |
$ | 1,595,079 | |
2023 | |
| 2,189,718 | |
2024 | |
| 31,832 | |
2025 | |
| 20,550 | |
2026 | |
| 1,300 | |
2027 | |
| - | |
Total Minimum Lease Payments | |
$ | 3,838,479 | |
Less: Imputed Interest | |
$ | (320,721 | ) |
Present Value of Lease Payments | |
$ | 3,517,758 | |
Less: Current Portion | |
$ | (2,142,504 | ) |
Long Term Portion | |
$ | 1,375,254 | |
The
Company leases its facilities, automobiles, and offices under operating leases which expire on various dates through 2024. Rent expense
related to these leases is recognized based on the payment amount charged under the lease. Rent expense for the three months ended March
31, 2022 and 2021 was $515,223 and $3,510, respectively. At March 31, 2022, the leases had a weighted average remaining lease term of
1.75 years and a weighted average discount rate of 9.12%.
NOTE
16 – CONCENTRATIONS OF REVENUE
The
Company has a concentration of customers. For the three months ended March 31, 2022, one customer accounted for $6,150,365, or approximately
61.99%, of our revenue.
The
Company’s sales are concentrated in the Virginia and northeastern North Carolina markets.
NOTE
17 – RELATED PARTY TRANSACTIONS
As
of March 31, 2022, the Company leases 12 scrap yard facilities by an entity controlled by the Company’s Chief Executive Officer.
During the three months ended March 31, 2022, the Company paid rents of $477,140 to an entity controlled by the Company’s Chief
Executive Officer. Additionally, during the three months ended March 31, 2022, the Company paid $122,866 in accrued rents owed to an
entity controlled by the Company’s Chief Executive Officer at December 31, 2021. See “Note 15 – Leases.”
During
the three months ended March 31, 2022, the Company purchased equipment for $152,500 from an entity controlled by the spouse of the Chief
Executive Officer.
NOTE
18 – AMORTIZATION OF INTANGIBLE ASSETS
All
of the Company’s current identified intangible assets were assumed upon consummation of the Empire acquisition on October 1, 2021.
Identified intangible assets consisted of the following at the dates indicated below:
SCHEDULE
OF INTANGIBLE ASSETS
| |
March 31, 2022 | |
| |
Gross carrying amount | | |
Accumulated amortization | | |
Carrying value | | |
Estimated remaining useful life |
Intellectual Property | |
$ | 3,036,000 | | |
$ | (303,600 | ) | |
$ | 2,732,400 | | |
5
years |
Customer List | |
| 2,239,000 | | |
| (111,950 | ) | |
| 2,127,050 | | |
10
years |
Licenses | |
| 21,274,000 | | |
| (1,063,700 | ) | |
| 20,210,300 | | |
10
years |
Total finite-lived intangibles | |
| 26,549,000 | | |
| (1,479,250 | ) | |
| 25,069,750 | | |
|
Total intangible assets, net | |
$ | 26,549,000 | | |
$ | (1,479,250 | ) | |
$ | 25,069,750 | | |
|
Amortization
expense for intangible assets was $739,625 and $0 for the three months ended March 31, 2022 and 2021, respectively. Total estimated amortization
expense for our intangible assets for the years 2021 through 2026 is as follows:
SCHEDULE OF AMORTIZATION EXPENSES FOR
INTANGIBLE ASSETS
Year ended December 31, | |
| |
2022 | |
$ | 2,218,875 | |
2023 | |
| 2,958,500 | |
2024 | |
| 2,958,000 | |
2025 | |
| 2,958,000 | |
2026 | |
| 2,806,700 | |
Thereafter | |
| 11,169,675 | |
NOTE
19 – INCOME TAX PROVISIONS
Our
tax provision or benefit from income taxes for interim periods is determined using an estimate of our annual effective tax rate, adjusted
for discrete items, if any, that are taken into account in the relevant period. Each quarter we update our estimate of the annual effective
tax rate, and if our estimated tax rate changes, we make a cumulative adjustment.
Our
quarterly tax provision, and our quarterly estimate of our annual effective tax rate, is computed
on the basis of several factors where applicable. These include the variability in accurately predicting our pre-tax
and taxable income and loss and the mix of jurisdictions to which they relate, intercompany transactions, the applicability of special
tax regimes, changes in how we do business, acquisitions, investments, developments in tax controversies, changes in our stock price,
changes in our deferred tax assets and liabilities and their underlying valuation, changes in statutes, regulations, case law,
and administrative practices, principles, and interpretations related to tax, including changes to the global tax framework, competition,
and other laws and accounting rules in various jurisdictions, and relative changes of expenses or losses for which tax benefits are not
recognized. Our effective tax rate can be more or less volatile based on the amount of pre-tax income or loss. For example, the impact
of discrete items and non-deductible expenses on our effective tax rate is greater when our pre-tax income is lower. In addition, we
record valuation allowances against deferred tax assets when there is uncertainty about our ability to generate future income in relevant
jurisdictions.
Our
income tax provision for the three months ended March 31, 2022 was $0. At December 31, 2021, the Company has available for income tax
purposes approximately $82,507,844 in federal and $69,144,542 in Colorado state, net operating loss carry forwards which begin
expiring in the year 2033, that can be used to offset future taxable income. The Company has provided a valuation reserve against
the full amount of the net operating loss benefit given the earnings history of the Company. As such, it is the opinion of management
that it is more likely than not that the benefits will not be realized. All or portion of the remaining valuation allowance
may be reduced in future years based on an assessment of earnings sufficient to fully utilize these potential tax benefits. During the
year ended December 31, 2021, the Company has increased the valuation allowance from $18,379,120 to $21,515,047.
NOTE
20 – SUBSEQUENT EVENTS
The
Company evaluates events that have occurred after the balance sheet date but before the unaudited condensed consolidated financial statements
are issued.
On
April 18, 2022, the Company appointed Howard Jordan as Chief Financial Officer.
On
April 18, 2022, the Company appointed Cheryl Lanthorn and John Wood to its Board of Directors, along with its audit, compensation, and
nomination and corporate governance committees.
On
April 19, 2022, the Company appointed J. Bryan Plumlee to its Board of Directors, along with its audit, compensation, and nomination
and corporate governance committees.
On
April 26, 2022, The Company issued 2,000 shares of common stock recorded as to be issued at March 31, 2022.
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You
should read the following discussion and analysis in conjunction with our condensed consolidated financial statements and related notes
contained in Part I, Item 1 of this Quarterly Report. Please also refer to the note about forward-looking information for information
on such statements contained in this Quarterly Report immediately preceding Part I, Item 1.
Overview
We
were formed in April 26, 2013 as a technology platform developer under the name MassRoots, Inc. In October 2021, we changed our corporate
name from “MassRoots, Inc.” to “Greenwave Technology Solutions, Inc.” We sold all of our social media assets
on October 28, 2021 for cash consideration equal to $10,000 and discontinued all operations related to the Company’s social
media business. On September 30, 2021, we closed our acquisition of Empire Services, Inc. (“Empire”), which operates 11 metal
recycling facilities in Virginia and North Carolina. The acquisition was effective October 1, 2021 upon the effectiveness of the Certificate
of Merger in Virginia.
Upon
the acquisition of Empire, we transitioned into the scrap metal industry which involves collecting, classifying and processing appliances,
construction material, end-of-life vehicles, boats, and industrial machinery. We process these items by crushing, shearing, shredding,
separating, and sorting, into smaller pieces and categorize these recycled ferrous, nonferrous, and mixed metal pieces based on density
and metal prior to sale. In cases of scrap cars, we remove the catalytic converters, aluminum wheels, and batteries for separate processing
and sale prior to shredding the vehicle. We have designed our systems to maximize the value of metals produced from this process.
We
operate an industrial shredder at our Kelford, North Carolina location. Our shredder is designed to produce a denser product and, in
concert with advanced separation equipment, more refined recycled ferrous metals, which are more valuable as they require less processing
to produce recycled steel products. In totality, this process reduces large metal objects like auto bodies into baseball-sized pieces
of shredded recycled metal.
The
shredded pieces are then placed on a conveyor belt under magnetized drums to separate the ferrous metal from the mixed nonferrous metal
and residue, producing consistent and high-quality ferrous scrap metal. The nonferrous metals and other materials then go through a number
of additional mechanical systems which separate the nonferrous metal from any residue. The remaining nonferrous metal is further processed
to sort the metal by type, grade, and quality prior to being sold as products, such as zorba (mainly aluminum), zurik (mainly stainless
steel), and shredded insulated wire (mainly copper and aluminum).
One
of our main corporate priorities is to open a facility with rail or deep-water port access to enable us to efficiently transport our
products to domestic steel mills and overseas foundries. Because this would greatly expand the number of potential buyers of our processed
scrap products, we believe opening a facility with port or rail access could result in an increase in both the revenue and profitability
of our existing operations.
Empire
is headquartered in Suffolk, Virginia and employs 89 people as of May 12, 2022.
COVID-19
We
are continuing to proactively monitor and assess the COVID-19 global pandemic. The full impact of the COVID-19 pandemic is inherently
uncertain. The COVID-19 pandemic has caused us to modify our business practices (including but not limited to curtailing physical contact
with customers). We continue to monitor developments of the COVID-19 pandemic and we may take further actions as may be required by government
authorities or that we determine are in the best interests of our employees, patients, and business partners. We have implemented appropriate
safety measures, following guidance from the Center for Disease Control and the Occupational Safety and Health Administration. The extent
of the impact of the COVID-19 pandemic on our future liquidity and operational performance will depend on certain developments.
Products
and Services
Our
main product is selling ferrous metal, which is used in the recycling and production of finished steel. It is categorized into heavy
melting steel, plate and structural, and shredded scrap, with various grades of each of those categorized based on the content, size
and consistency of the metal. All of these attributes affect the metal’s value.
We
also process nonferrous metals such as aluminum, copper, stainless steel, nickel, brass, titanium, lead, alloys and mixed metal products.
Additionally, we sell the catalytic converters recovered from end-of-life vehicles to processors which extract the nonferrous precious
metals such as platinum, palladium and rhodium.
We
provide metal recycling services to a wide range of customers, including large corporations, industrial manufacturers, retail customers,
and government organizations.
Pricing
and Customers
Prices
for our ferrous and nonferrous products are based on prevailing market rates and are subject to market cycles, worldwide steel demand,
government regulations and policy, and supply of products that can be processed into recycled steel. Our main buyer, Sims Metal Management
(“Sims”), adjusts the prices they pay for scrap metal products based on market rates usually on a monthly or bi-weekly basis.
We are paid for the scrap metal we deliver to Sims on the same business day that we deliver the metal.
Based
on any price changes from Sims or our other buyers, we in turn adjust the price for unprocessed scrap we pay customers in order to manage
the impact on our operating income and cash flows.
The
spread we realize between the sales prices and the cost of purchasing scrap metal is determined by a number of factors, including transportation
and processing costs. Historically, we have experienced sustained periods of stable or rising metal selling prices, which allow us to
manage or increase our operating income. When selling prices decline, we adjust the prices we pay customers to minimize the impact to
our operating income.
Sources
of Unprocessed Metal
Our
main sources of unprocessed metal we purchase are end-of-life vehicles, old equipment, appliances and other consumer goods, and scrap
metal from construction or manufacturing operations. We acquire this unprocessed metal from a wide base of suppliers including large
corporations, industrial manufacturers, retail customers, and government organizations who unload their metal at our facilities or we
pick it up and transport it from the supplier’s location. Currently, our operations and suppliers are located in the Hampton Roads
and northeastern North Carolina markets.
Our
supply of scrap metal is influenced by overall health of economic activity in the United States, changes in prices for recycled metal,
and, to a lesser extent, seasonal factors such as severe weather conditions, which may prohibit or inhibit scrap metal collection.
For
the Three Months Ended March 31, 2022 and 2021
| |
For the three months ended | |
| |
March 31, 2022 | | |
March 31, 2021 | | |
$ Change | | |
% Change | |
Revenue | |
$ | 9,921,238 | | |
$ | 1,527 | | |
$ | 9,919,711 | | |
| 649,621 | % |
| |
| | | |
| | | |
| | | |
| | |
Gross Profit | |
| 4,264,258 | | |
| 1,230 | | |
| 4,263,028 | | |
| 346,588 | % |
| |
| | | |
| | | |
| | | |
| | |
Operating Expenses | |
| 4,461,953 | | |
| 302,978 | | |
| 4,158,975 | | |
| 1,373 | % |
| |
| | | |
| | | |
| | | |
| | |
Loss from Operations | |
| (197,695 | ) | |
| (301,748 | ) | |
| (104,053 | ) | |
| (34.48 | )% |
| |
| | | |
| | | |
| | | |
| | |
Other Expense | |
| (4,977,781 | ) | |
| (25,753,349 | ) | |
| 20,775,568 | | |
| (80.67 | )% |
| |
| | | |
| | | |
| | | |
| | |
Net Loss Available to Common Stockholders | |
$ | (5,175,475 | ) | |
$ | (47,193,938 | ) | |
$ | 42,018,463 | | |
| (89.03 | )% |
Revenues
For
the three months ended March 31, 2022, we generated $9,921,238 in revenues, as compared to $1,527 during the same period in 2021, an
increase of $9,919,711. This increase was due to the consummation of our acquisition of Empire, a robust market for recycled metals,
and the repurposing and implementation of Greenwave’s technology into Empire’s existing operations.
Our
cost of revenues increased to $5,656,980 for the three months ended March 31, 2022 from $297 during the same period in 2021, an increase
of $5,656,683, as a result of the Empire acquisition.
Our
gross profit was $4,264,258 during the three months ended March 31, 2022, an increase of $4,263,028 from $1,230 during the same period
in 2021 due to the consummation of the Empire acquisition.
Operating
Expenses
For
the three months ended March 31, 2022 and 2021, our operating expenses were $4,461,953 and $302,978, respectively, an increase of $4,158,975.
This increase was mainly attributed to the closing of our acquisition of Empire, which significantly expanded our operations, number
of employees, and internal systems. There was an increase in payroll and related expenses of $1,210,267 as payroll and related expenses
were $1,289,800 for the three months ended March 31, 2022 as compared to $79,533 for the same period in 2021, which was the result of
an increase in our labor force primarily due to the closing of the Empire acquisition. Advertising expense decreased by $2,323 to $16,230
for the three months ended March 31, 2022 as compared to $18,553 for the same period in 2021 as the Company focused its resources on
its scrap metal operations. Depreciation and amortization of intangible assets increased by $873,756 to $873,756 for the three months
ended March 31, 2022 from $0 in 2021 as a result of the Company acquiring fixed assets and intangible assets in the Empire acquisition.
There were hauling and equipment maintenance costs of $800,438 during the three months ended March 31, 2022, as compared to $0 in 2021,
an increase of $800,438, due to the Company’s transportation and logistics costs increasing due to the Empire acquisition. Consulting,
accounting, and legal expenses increased to $365,952 during the three months ended March 31, 2022 from $104,620 during the same period
in 2021, an increase of $261,332. There was an increase in rent expenses as a result of the Empire acquisition, increasing $871,893 from
$3,510 during the three months ended March 31, 2021 to $875,403 during the same period in 2022.
Our
other general and administrative expenses increased to $240,374 for the three months ended March 31, 2022 from $96,762 for the same period
in 2021, an increase of $143,612, as a result of the Company’s operations expanding from the Empire acquisition.
The
increase of these expenditures resulted in our total operating expenses increasing to $4,461,953 during the three months ended March
31, 2022 compared to $302,978 during the three months ended March 31, 2021, an increase of $4,158,975.
Loss
from Operations
Our
loss from operations decreased by $104,053 to $197,695 during the three months ended March 31, 2022, from $301,478 during the three months
ended March 31, 2021 for the reasons discussed above.
Other
Expense
During the three months ended March 31,
2022, we incurred other expenses of $4,977,781, as compared to $(25,753,349) for the three months ended March 31,
2021, an increase of $20,755,568. There was a gain on settlement of convertible notes payable and accrued interest, warrants and
accounts payable of $163,420 and $3,917,734 for the three months ended March 31, 2022 and 2021, respectively. We did not incur a gain
or loss on the elimination of the derivative liability for authorized share deficiency during the three months ended March 31, 2022,
whereas we incurred expenses of $(29,453,448) for the derivative liability for authorized share shortfall during the three months ended
March 31, 2021. There were no gains or losses on the conversion of convertible notes during the three months ended March 31, 2022,
as compared to $880 loss on the conversion of convertible debentures during the three months ended March 31, 2021. In addition, interest
expense increased to $(19,405,677) during the three months ended March 31, 2022 as compared to $(570,148) during the three months ended
March 31, 2021. Lastly, there were gains in the fair value of derivative liabilities of $14,264,476 and $353,393 during the three months
ended March 31, 2022 and 2021, respectively.
Net
Loss Available to Common Stockholders
Our net loss available to shareholders decreased
by $42,018,463 to $5,175,475 during the three months ended March 31, 2022, from a $47,193,938 loss during the three
months ended March 31, 2021 for the reasons discussed above.
Liquidity
and Capital Resources
Net
cash generated by operating activities for the three months ended March 31, 2022 was $248,764 as compared to $225,541 used in
operating activities for the three months ended March 31, 2021. The cash flows generated by operating activities were driven by
a net loss of $5,175,475, amortization
of right of use assets (related-party) of $411,349, amortization of right of use assets of $10,490, depreciation and amortization of
$873,756, payment of accrued rent to a related party of $122,865, increase of prepaid expenses of $90,522, decreases of accounts payable
and accrued expenses of $89,697, a decrease in operating lease liabilities of $4,776, a decrease in operating lease liabilities
(related-party) of $421,526, largely offset by a gain on the settlement of convertible notes and accrued interest of $163,420,
interest and amortization of debt discount of $19,405,677, change in the value of derivative liabilities of $14,264,476, increases in
inventories of $348,073, increase of accrued payroll of $55,530, and a decrease in environmental remediation liabilities of $22,207.
Cash flows used in operations for the three months ended March 31, 2021 were impacted primarily from the net loss of $26,055,097,
partially offset by non-cash items including derivative liability for authorized share deficiency of $29,453,448, gain on settlement
of convertible notes payable and accrued interest, warrants and accounts payable of $3,917,734, interest and amortization of debt discount
of $570,148, change in fair value of derivative liabilities of $353,393, gain on conversion of convertible notes payable of $880, as
well as an increase in accrued payroll and related expenses of $59,362, a decrease in prepaid expenses of $50,000 and a decrease in accounts
payable and accrued expenses of $33,155.
Net
cash used in investing activities was $1,121,793 and $0 for the three months ended March 31, 2022 and 2021, respectively. For the three
months ended March 31, 2022, there was cash used in the purchase of equipment of $1,121,793, of which $152,500 was paid to a related-party.
Net
cash used in financing activities for the three months ended March 31, 2022 was $100,000, as compared to cash generated by financing
activities of $224,260 during the three months ended March 31, 2021. During the quarter ended March 31, 2022, the Company utilized $100,000
to settle a non-convertible debt note. During the three months ended March 31, 2021, there were cash proceeds of $200,000 from the sale
of Series X Preferred Stock, proceeds of $24,647 from the sale of non-convertible notes payable, proceeds of $2,998 from advances, and
repayments of advances of $3,385.
Capital
Resources
As
of March 31, 2022, we had cash on hand of $1,790,264. We currently have no external sources of liquidity such as arrangements with credit
institutions that will have or are reasonably likely to have a current or future effect on our financial condition or immediate access
to capital.
Required
Capital over the Next Fiscal Year
The
Company is party to senior secured convertible debt in the principal amount of $37,714,966 which matures on May 30, 2022 with an automatic
extension until November 30, 2022 for a 6% conversion premium. This senior secured debt is currently convertible into common shares at
$15.00 per share and will automatically convert into shares of common stock should Greenwave’s shares of common stock be listed
on a national exchange. Greenwave expects this debt will be converted into shares of common stock during fiscal year 2022; however, if
the debt is not converted, the Company may have to raise additional capital to fulfill its obligations under these notes.
Contractual
Obligations
Our
contractual obligations are included in our notes to the condensed consolidated financial statements included in Part I, Item I of this
Quarterly Report on Form 10-Q. To the extent that funds generated from our operations, together with our existing capital resources,
are insufficient to meet future requirements, we will be required to obtain additional funds through equity or debt financings. No assurance
can be given that any additional financing will be made available to us or will be available on acceptable terms should such a need arise.
Critical
Accounting Policies and Estimates
For
a discussion of our accounting policies and related items, please see the notes to the condensed consolidated financial statements, included
in Part I, Item 1 of this Quarterly Report on Form 10-Q.