GrowGeneration (GRWG) 10-Q 16 May 22 2022 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2022	May 16, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
Document Transition Report	false
Entity File Number	333-207889
Entity Registrant Name	GROWGENERATION CORP.
Entity Incorporation, State or Country Code	CO
Entity Tax Identification Number	46-5008129
Entity Address, Address Line One	5619 DTC Parkway
Entity Address, Address Line Two	Suite 900
Entity Address, City or Town	Greenwood Village
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80111
City Area Code	800
Local Phone Number	935-8420
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	GRWG
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		60,744,195
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001604868
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 47,273	$ 41,372
Marketable securities	19,035	39,793
Accounts receivable, net of allowance for doubtful accounts of $0.6 million and $0.6 million at March 31, 2022 and December 31, 2021	7,386	5,741
Notes receivable, current, net of allowance for doubtful accounts of $0.9 million and $0.5 million at March 31, 2022 and December 31, 2021	1,967	2,440
Inventory	105,941	105,571
Prepaid income taxes	5,856	5,856
Prepaids and other current assets	7,035	16,116
Total current assets	194,493	216,889
Property and equipment, net	26,928	24,116
Operating leases right-of-use assets	45,839	43,730
Intangible assets, net	48,786	48,402
Goodwill	132,500	125,401
Other assets	807	800
TOTAL ASSETS	449,353	459,338
Current liabilities:
Accounts payable	14,221	17,033
Accrued liabilities	1,143	2,044
Payroll and payroll tax liabilities	4,302	7,440
Customer deposits	7,190	11,686
Sales tax payable	1,928	1,923
Current maturities of lease liability	7,740	6,858
Current portion of long-term debt	94	92
Total current liabilities	36,618	47,076
Commitments and ontingencies (Note 15)
Deferred tax liability	723	2,359
Operating lease liability, net of current maturities	39,879	38,546
Long-term debt, net of current portion	41	66
Total liabilities	77,261	88,047
Stockholders’ equity:
Common stock; $0.001 par value; 100,000,000 shares authorized, 60,727,888 and 59,928,564 shares issued and outstanding as of March 31, 2022 and December 31, 2021	61	60
Additional paid-in capital	367,064	361,087
Retained earnings	4,967	10,144
Total stockholders’ equity	372,092	371,291
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 449,353	$ 459,338

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Accounts receivable, allowance for credit loss, current	$ 0.6	$ 0.6
Notes receivable, allowance for credit loss, current	$ 0.9	$ 0.5
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	100,000,000	100,000,000
Common stock, shares, issued (in shares)	60,727,888	59,928,564
Common stock, shares, outstanding (in shares)	60,727,888	59,928,564

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Statement [Abstract]
Net sales	$ 81,767	$ 90,022
Cost of sales	59,627	64,645
Gross profit	22,140	25,377
Operating expenses:
Store operations and other operational expenses	14,532	8,182
Selling, general, and administrative	10,323	7,405
Depreciation and amortization	4,506	2,054
Total operating expenses	29,361	17,641
Income (Loss) from operations	(7,221)	7,736
Other income (expense):
Other income (expense)	409	(38)
Interest income	2	4
Interest expense	(3)	(2)
Total non-operating income (expense), net	408	(36)
Net income (loss) before taxes	(6,813)	7,700
Benefit (provision) for income taxes	1,636	(1,553)
Net income (loss)	$ (5,177)	$ 6,147
Net income (loss) per share, basic (in dollars per share)	$ (0.09)	$ 0.11
Net income (loss) per share, diluted (in dollars per share)	$ (0.09)	$ 0.10
Weighted average shares outstanding, basic (in shares)	60,126	58,394
Weighted average shares outstanding, diluted (in shares)	60,126	60,317

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Retained Earnings (Deficit)
Beginning balances (in shares) at Dec. 31, 2020		57,151,000
Beginning balances at Dec. 31, 2020	$ 316,997	$ 57	$ 319,582	$ (2,642)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued upon warrant exercise (in shares)		40,000
Common stock issued upon warrant exercise	111		111
Common stock issued upon cashless warrant exercise (in shares)		535,000
Common stock issued upon cashless warrant exercise	0	$ 1	(1)
Common stock issued upon exercise of options (in shares)		1,000
Common stock issued upon exercise of options	2		2
Common stock issued upon cashless exercise of options (in shares)		5,000
Common stock issued upon cashless exercise of options	0
Common stock issued in connection with business combinations (in shares)		548,000
Common stock issued in connection with business combination	29,249		29,249
Common stock issued for assets (in shares)		300,000
Common stock issued for assets	0
Common stock issued for services (in shares)		(90,000)
Common stock issued for services	0
Common stock issued for share based compensation (in shares)		96,000
Common stock issued for share based compensation	(3,954)		(3,954)
Share based compensation	1,187		1,187
Net income (loss)	6,147			6,147
Ending balances (in shares) at Mar. 31, 2021		58,394,000
Ending balances at Mar. 31, 2021	349,739	$ 58	346,176	3,505
Beginning balances (in shares) at Dec. 31, 2021		59,929,000
Beginning balances at Dec. 31, 2021	$ 371,291	$ 60	361,087	10,144
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued upon exercise of options (in shares)	0
Common stock issued in connection with business combinations (in shares)		650,000
Common stock issued in connection with business combination	$ 5,750	$ 1	5,749
Common stock issued for share based compensation (in shares)		149,000
Common stock issued for share based compensation	0
Common stock withheld for employee payroll taxes	(1,355)		(1,355)
Share based compensation	1,583		1,583
Net income (loss)	(5,177)			(5,177)
Ending balances (in shares) at Mar. 31, 2022		60,728,000
Ending balances at Mar. 31, 2022	$ 372,092	$ 61	$ 367,064	$ 4,967

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities:
Net income (loss)	$ (5,177)	$ 6,147
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	4,506	2,054
Stock-based compensation expense	1,583	1,327
Bad debt expense, net of recoveries	(471)	(184)
Gain on asset disposition	20	0
Deferred taxes	(1,636)	384
Changes in operating assets and liabilities (net of the effect of acquisitions):
Accounts and notes receivable	(701)	(1,165)
Inventory	3,761	(16,716)
Prepaid expenses and other assets	9,740	(8,175)
Accounts payable and accrued liabilities	(5,082)	10,613
Operating leases	106	(87)
Payroll and payroll tax liabilities	(3,138)	261
Income taxes payable	0	455
Customer deposits	(5,738)	4,615
Sales tax payable	5	1,213
Net cash provided by (used in) operating activities	(2,222)	742
Cash flows from investing activities:
Acquisitions, net of cash acquired	(6,806)	(39,307)
Purchase of marketable securities	0	(41,077)
Maturities from marketable securities	20,758	0
Purchase of property and equipment	(4,451)	(1,679)
Purchase of intangibles	0	(681)
Net cash provided by (used in) investing activities	9,501	(82,744)
Cash flows from financing activities:
Principal payments on long term debt	(23)	(27)
Common stock withheld for employee payroll taxes	(1,355)	(3,954)
Proceeds from the sale of common stock and exercise of warrants, net of expenses	0	113
Net cash provided by (used in) financing activities	(1,378)	(3,868)
Net change	5,901	(85,870)
Cash and cash equivalents at the beginning of period	41,372	177,912
Cash and cash equivalents at the end of period	47,273	92,042
Supplemental disclosures of non-cash activities:
Cash paid for interest	3	2
Common stock issued for business combination	5,750	29,249
Right of use assets acquired under new operating leases	$ 2,703	$ 3,220

GENERAL

GENERAL	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
GENERAL	GENERAL GrowGeneration Corp. (the “Company”, “we”, or “our”) is the largest chain of hydroponic garden centers in North America and is a leading marketer and distributor of nutrients, growing media, advanced indoor and greenhouse lighting, ventilation systems, and accessories for hydroponic gardening. Currently, the Company owns and operates a chain of sixty-three (63) retail hydroponic/gardening stores across 13 states, an online e-commerce platform, and proprietary businesses that market grow solutions through our platforms and other wholesale customers. The Company’s plan is to continue to acquire, open and operate hydroponic/gardening stores and related businesses throughout the United States. Basis of Presentation The accompanying interim unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. These statements should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. There were no significant changes to our significant accounting policies as disclosed in our 2021 Form 10-K, except for the immaterial out-of-period adjustments discussed below. The results of operations for our interim periods are not necessarily indicative of results for the full fiscal year. All amounts included in the accompanying footnotes to the consolidated financial statements, except per share data, are in thousands (000). Risk and Uncertainties The COVID-19 pandemic has created significant public health concerns as well as economic disruption, uncertainty, and volatility that may negatively affect our business operations and financial results. As a result, if the pandemic or its effects persist or worsen, our accounting estimates and assumptions could be impacted in subsequent interim reports and upon final determination at year-end, and it is reasonably possible such changes could be significant (although the potential effects cannot be estimated at this time). The Company has experienced minimal business interruption as a result of the COVID-19 pandemic. We have been deemed an “essential” business by state and local authorities in the areas in which we operate and as such have not been subject to business closures. The COVID-19 pandemic to date has resulted in supply chain delays of our inventory, higher operating costs and increased shipping costs, among other impacts. As events surrounding the COVID-19 pandemic can change rapidly we cannot predict how it may disrupt our operations or the full extent of the disruption. Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments — Credit Losses (Topic 326),” changing the impairment model for most financial instruments by requiring companies to recognize an allowance for expected losses, rather than incurred losses as required currently by the other-than-temporary impairment model. The ASU will apply to most financial assets measured at amortized cost and certain other instruments, including trade and other receivables, loans, available-for-sale and held-to-maturity debt securities, net investments in leases, and off-balance sheet credit exposures. The Company is in the process of evaluating the impact of this standard. Immaterial out-of-period adjustments During the three months ended March 31, 2022, the Company recorded an immaterial out-of period adjustment that impacted the prior year Consolidated Balance Sheets. The adjustment related to a change in the calculation of operating lease right-of-use assets and operating lease liabilities. This adjustment corrected an understatement of operating lease right-of-use assets of $1.3 million and an understatement of operating lease liabilities of $1.3 million as of December 31, 2021 during the period ended March 31, 2022. The Company assessed the materiality of this adjustment on the previously issued annual financial statements in accordance with SEC Staff Accounting Bulletin No. 99. The Company concluded that the changes were not material to any of the previously issued consolidated financial statements. During the three months ended March 31, 2022, the Company identified an omission regarding the disclosure of reportable segments under ASC 280 related to the year ended December 31, 2021. During the year ended December 31, 2021 the Company inappropriately reported a single segment, aggregating multiple operating segments. The impact at March 31, 2021 was that $8.8 million of revenue, $3.5 million of gross margin, and $1.5 million of operating income should have been reported as a separate “Distribution and other segment ” . The Company assessed the materiality of this omission on the previously issued interim and annual financial statements in accordance with SEC Staff Accounting Bulletin No. 99. The Company concluded that the ommission was not material to any of the previously issued consolidated financial statements and will begin reporting segments results in accordance with ASC 280 on a prospective basis starting with the quarter ending March 31, 2022.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	3 Months Ended
	Mar. 31, 2022
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	FAIR VALUE MEASUREMENTS Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The carrying amounts of cash and cash equivalents, accounts receivable, available for sale securities, accounts payable and all other current liabilities approximate fair values due to their short-term nature. The fair value of notes receivable approximates the outstanding balance and are reviewed for impairment at least annually. The fair value of impaired notes receivable is determined based on estimated future payments discounted back to present value using the notes' effective interest rate. Level March 31, December 31, Cash and cash equivalents 1 $ 47,273 $ 41,372 Marketable securities 2 $ 19,035 $ 39,793

RECENT ACCOUNTING PRONOUNCEMENT

RECENT ACCOUNTING PRONOUNCEMENTS	3 Months Ended
	Mar. 31, 2022
Accounting Standards Update and Change in Accounting Principle [Abstract]
RECENT ACCOUNTING PRONOUNCEMENTS	RECENT ACCOUNTING PRONOUNCEMENTS New Accounting Pronouncements From time to time, the Financial Accounting Standards Board (“FASB”) or other standard setting bodies issue new accounting pronouncements. Updates to the FASB Accounting Standards Codification (“ASC”) are communicated through issuance of an Accounting Standards Update (“ASU”). We have implemented all new accounting pronouncements that are in effect and that may impact our financial statements. We have evaluated recently issued accounting pronouncements and determined that there is no material impact on our financial position or results of operations.

REVENUE RECOGNITION

REVENUE RECOGNITION	3 Months Ended
	Mar. 31, 2022
Revenue from Contract with Customer [Abstract]
REVENUE RECOGNITION	REVENUE RECOGNITION The following table disaggregates revenue by source: Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Sales at company owned stores $ 64,296 $ 81,227 Distribution and other 12,203 2,835 E-commerce sales 5,268 5,960 Total Net Sales $ 81,767 $ 90,022 The opening and closing balances of the Company’s customer trade receivables and customer deposit liability are as follows: Receivables Customer Deposit Liability Opening balance, January 1, 2022 $ 5,741 $ 11,686 Closing balance, March 31, 2022 7,386 7,190 Increase (decrease) $ 1,645 $ (4,496) Opening balance, January 1, 2021 $ 3,901 $ 5,155 Closing balance, March 31, 2021 4,276 9,939 Increase (decrease) $ 375 $ 4,784 Of the total amount of customer deposit liability as of January 1, 2022, $7.6 million was reported as revenue during the three months ended March 31, 2022. Of the total amount of customer deposit liability as of January 1, 2021, $2.1 million was reported as revenue during the three months ended March 31, 2021.

INVESTMENTS

INVESTMENTS	3 Months Ended
	Mar. 31, 2022
Investments [Abstract]
INVESTMENTS	INVESTMENTS Marketable securities have maturities of less than one year as of March 31, 2022. There were no significant realized or unrealized gains or losses for the three months ended March 31, 2022. The components of investments, available for sale securities, as of March 31, 2022 were as follows: Adjusted Cost Basis Unrealized Gain (Loss) Recorded Corporate notes and bonds $ 19,035 $ — $ 19,035

NOTES RECEIVABLE

NOTES RECEIVABLE	3 Months Ended
	Mar. 31, 2022
Receivables [Abstract]
NOTES RECEIVABLE	NOTES RECEIVABLE The Company also has notes receivables under longer term financing arrangements at interest rates ranging from 8% to 12% with repayment terms ranging for 12 to 18 months. Notes receivables as of March 31, 2022 and December 31, 2021 are as follows: March 31, December 31, Notes receivable $ 2,843 $ 2,962 Allowance for losses (876) (522) Notes receivable, net $ 1,967 2,440 The following table summarizes changes in notes receivable balances that have been deemed impaired: March 31, December 31, Note receivable $ 1,500 $ 1,500 Allowance for losses (876) (522) Notes receivable, net $ 624 978

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	3 Months Ended
	Mar. 31, 2022
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	PROPERTY AND EQUIPMENT March 31, December 31, Vehicles $ 2,442 $ 2,258 Building 2,121 1,187 Leasehold improvements 11,282 9,186 Furniture, fixtures and equipment 12,153 10,992 Capitalized software 2,575 4,753 Construction-in-progress 5,311 2,948 Total property and equipment, gross 35,884 31,324 Accumulated depreciation and amortization (8,956) (7,208) Property and equipment, net $ 26,928 $ 24,116

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS	3 Months Ended
	Mar. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL AND INTANGIBLE ASSETS	GOODWILL AND INTANGIBLE ASSETS The changes in goodwill are as follows: March 31, 2022 December 31, Balance, beginning of period $ 125,401 $ 62,951 Goodwill additions and measurement period adjustments 7,099 62,450 Balance, end of period $ 132,500 $ 125,401 A summary of intangible assets is as follows: Weighted-Average Amortization Period of Intangible Assets as of March 31, 2022 (in years) Trade names 3.92 Patents 3.83 Customer relationships 5.12 Non-competes 3.20 Intellectual property 3.92 Total 4.34 Intangible assets consist of the following: March 31, 2022 December 31, 2021 Gross Accumulated Gross Accumulated Trade names $ 28,774 $ (6,377) $ 28,300 $ (4,948) Patents 100 (45) 100 (42) Customer relationships 27,569 (4,157) 25,175 (3,055) Non-competes 1,639 (335) 1,384 (233) Intellectual property 2,065 (447) 2,065 (344) Total $ 60,147 $ (11,361) $ 57,024 $ (8,622) Amortization expense for the three months ended March 31, 2022 and 2021 was $2.7 million and $1.4 million, respectively. Future amortization expense is as follows: 2022, remainder $ 8,414 2023 11,217 2024 11,094 2025 10,700 2026 5,654 Thereafter 1,707 Total $ 48,786

INCOME TAXES

INCOME TAXES	3 Months Ended
	Mar. 31, 2022
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXESFor the three months ended March 31, 2022, the effective tax rate is 24.02%, which increased from 20.17% at March 31, 2021. The increase in rate is primarily due to the effect of stock based compensation. The three months ended March 31, 2022 effective tax rate is higher than the US federal statutory rate of 21.00%, which is also primarily due to stock compensation.

LEASES

LEASES	3 Months Ended
	Mar. 31, 2022
Leases [Abstract]
LEASES	LEASES We determine if a contract contains a lease at inception. Our material operating leases consist of retail and warehouse locations as well as office space. Our leases generally have remaining terms of 1-10 years, most of which include options to extend the leases for additional 3 to 5-year periods. Generally, the lease term is the minimum of the non-cancelable period of the lease or the lease term inclusive of reasonably certain renewal periods. Operating lease assets and liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of remaining lease payments over the lease term. Operating lease assets represent our right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. To determine the present value of lease payments not yet paid, we estimate incremental secured borrowing rates corresponding to the maturities of the leases. Our leases typically contain rent escalations over the lease term. We recognize expense for these leases on a straight-line basis over the lease term. We have elected the practical expedient to account for lease and non-lease components as a single component for our entire population of leases. Short-term disclosures include only those leases with a term greater than one month and 12 months or less, and expense is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less that do not include an option to purchase the underlying asset that we are reasonably certain to exercise are not recorded on the balance sheet. Lease expense is recorded within our consolidated statements of operations based upon the nature of the assets. Where assets are used to directly serve our customers, such as facilities dedicated to customer contracts, lease costs are recorded in “store operating costs.” Facilities and assets which serve management and support functions are expensed through general and administrative expenses. March 31, December 31, Right of use assets, operating lease assets $ 45,839 $ 43,730 Current lease liability $ 7,740 $ 6,858 Non-current lease liability 39,879 38,546 $ 47,619 $ 45,404 March 31, March 31, Weighted average remaining lease term 6.85 years 3.34 years Weighted average discount rate 5.5 % 6.0 % Three Months Ended 2022 2021 Operating lease costs $ 2,662 $ 1,541 Variable lease costs 863 — Short-term lease costs 126 141 Total operating lease costs $ 3,651 $ 1,682 The following table presents the maturity of the Company’s operating lease liabilities as of March 31, 2022 : 2022 (remainder of the year) $ 7,641 2023 9,711 2024 8,519 2025 7,478 2026 5,841 Thereafter 18,525 Total lease payments 57,715 Less: Imputed interest (10,096) Lease Liability at March 31, 2022 $ 47,619

SHARE BASED PAYMENTS

SHARE BASED PAYMENTS	3 Months Ended
	Mar. 31, 2022
Share-based Payment Arrangement [Abstract]
SHARE BASED PAYMENTS	SHARE BASED PAYMENTS The Company maintains long-term incentive plans for employees, non-employee members of our Board of Directors and consultants. The plans allows us to grant equity-based compensation awards, including stock options, stock appreciation rights, performance share units, restricted stock units, restricted stock awards, or a combination of awards (collectively, share-based awards). The Company accounts for share-based payments through the measurement and recognition of compensation expense for share-based payment awards made to employees and directors of the Company, including stock options and restricted shares. The Company also issues share based payments in the form of common stock warrants to non-employees. The following table presents share-based payment expense for the three months ended March 31, 2022 and 2021: Three months ended March 31, 2022 2021 Restricted stock $ 1,201 $ 645 Stock options 43 308 Warrants 339 374 Total $ 1,583 $ 1,327 As of March 31, 2022, the Company had approximately $12.9 million of unamortized share-based compensation for option awards and restricted stock awards, which is expected to be recognized over a weighted average period of approximately 3.7 years. As of March 31, 2022, the Company also had approximately $2.2 million of unamortized share-based compensation for common stock warrants issued to consultants, which is expected to be recognized over a weighted average period of 1.7 years. Restricted Stock The Company issues shares of restricted stock to eligible employees, which are subject to forfeiture until the end of an applicable vesting period. The awards generally vest on the first, second, third, or fourth anniversary of the date of grant, subject to the employee’s continuing employment as of that date. Restricted stock activity for the three months ended March 31, 2022 is presented in the following table: Shares Weighted Average Grant Date Fair Value Nonvested, December 31, 2021 483,750 $ 20.19 Granted 595,500 $ 10.84 Vested (247,000) $ 4.40 Forfeited (13,750) $ 5.72 Nonvested, March 31, 2022 818,500 $ 18.18 The table below summarizes all option activity under all plans during the three months ended March 31, 2022: Options Shares Weight - Weighted - Weighted - Outstanding at December 31, 2021 906,425 $ 4.38 2.85 $ 2.45 Granted — — — — Exercised — — — — Forfeited or expired (187,427) 5.12 — 2.89 Outstanding at March 31, 2022 718,998 $ 4.02 2.59 $ 4.02 Options vested at March 31, 2022 679,000 $ 4.35 2.52 $ 2.44 A summary of the status of the Company’s outstanding stock purchase warrants for the three months ended March 31, 2022 is as follows: Warrants Weighted Average Outstanding at December 31, 2021 330,884 $ 22.14 Issued — — Exercised — — Forfeited — — Outstanding at March 31, 2022 330,884 $ 22.14

EARNINGS PER SHARE

EARNINGS PER SHARE	3 Months Ended
	Mar. 31, 2022
Earnings Per Share [Abstract]
EARNINGS PER SHARE	EARNINGS PER SHARE The following table sets forth the composition of the weighted average shares (denominator) used in the basic and dilutive earnings per share computation for the three months ended March 31, 2022 and 2021: Three Months Ended March 31, March 31, Net income (loss) $ (5,177) $ 6,147 Weighted average shares outstanding, basic 60,126 58,394 Effect of dilution — 1,923 Adjusted weighted average shares outstanding, dilutive 60,126 60,317 Basic earnings per share $ (0.09) $ 0.11 Dilutive earnings per share $ (0.09) $ 0.10 The following potentially outstanding restricted stock, stock options, and warrants were excluded from the computation of diluted EPS because the effect would have been antidilutive: Three Months Ended March 31, March 31, Restricted stock 1,336 — Stock options 393 — Warrants 819 — Total 2,548 —

ACQUISITIONS

ACQUISITIONS	3 Months Ended
	Mar. 31, 2022
Business Combination and Asset Acquisition [Abstract]
ACQUISITIONS	ACQUISITIONS Our acquisition strategy is primarily to acquire (i) well established profitable hydroponic garden centers in markets where the Company does not have a market presence or in markets where it is increasing its market presence; and (ii) proprietary brands and private label brands. The Company accounts for acquisitions in accordance with ASC 805 “Business Combinations.” Assets acquired and liabilities assumed are recorded in the accompanying Condensed Consolidated Balance Sheets at their estimated fair values, as of the acquisition date. For all acquisitions, the preliminary allocation of purchase price was based upon the preliminary valuation, and the Company's estimates and assumptions are subject to change within the measurement period as valuations are finalized, not to exceed one year from the acquisition date. The Company has made adjustments to the preliminary valuations of the acquisitions based on valuation analyses prepared by independent third-party valuation consultants. During the three months ended March 31, 2022 our measurement period adjustments included increasing goodwill by $1.3 million offset with intangible assets. As a result of these measurement period adjustments, we made an insignificant reduction in amortization expense. All acquisition costs are expensed as incurred and recorded in general and administrative expenses in the Condensed Consolidated Statements of Operations. Acquisitions during the three months ended March 31, 2022 On February 1, 2022, the Company purchased all of the assets of Horticultural Rep Group, Inc. (“HRG”), a specialty marketing and sales organization of horticultural products based in Ogden, Utah. The total consideration for the purchase of HRG was approximately $13.4 million, including $6.8 million in cash and common stock valued at $5.7 million. The Asset Purchase Agreement also provides for an indemnity holdback to be settled in common stock of the Company valued at $0.9 million. Acquired goodwill represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. HRG is included in our Distribution and other segment. The Company's preliminary estimates of fair values of the net assets acquired are based on the information that was available at the date of the acquisition, and the Company is continuing to evaluate the underlying inputs and assumptions used in its valuations. The table below represents the allocation of the purchase price to the acquired net assets during the three months ended March 31, 2022. HRG Inventory $ 4,170 Prepaids and other current assets 76 Furniture and equipment 148 Operating lease right of use asset 666 Operating lease liability (666) Customer relationships 2,430 Trademark 496 Non-compete 255 Goodwill 5,816 Total $ 13,391 The table below represents the consideration paid for the net assets acquired in business combinations. HRG Cash $ 6,806 Indemnity stock holdback 875 Common stock 5,710 Total $ 13,391 The following table discloses the date of the acquisition noted above and the revenue and earnings included in the Condensed Consolidated Statement of Operations for the period ended March 31, 2022. HRG Acquisition date February 1, 2022 Revenue 3,436 Net Income — The following represents the pro forma Condensed Consolidated Statement of Operations as if the acquisition had been included in the consolidated results of the Company for the entire period for the three months ended March 31, 2022 and 2021. Three Months Ended Three Months Ended March 31, 2022 (Unaudited) March 31, 2021 (Unaudited) Revenue $ 83,603 $ 93,458 Net income $ (5,176) $ 6,147 Acquisitions during the three months ended March 31, 2021 On January 25, 2021, the Company purchased all of the assets of Indoor Garden & Lighting, Inc, a two-store chain of hydroponic and equipment and indoor gardening supply stores serving the Seattle and Tacoma, Washington area. The total consideration for the purchase of Garden & Lighting was approximately $1.7 million, including $1.2 million in cash and common stock valued at approximately $0.5 million. Acquired goodwill of approximately $0.7 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. Indoor Garden & Lighting, Inc. is included in our Retail segment. On February 1, 2021, the Company purchased all of the assets of J.A.R.B., Inc d/b/a Grow Depot Maine, a two-store chain in Auburn and Augusta, Maine. The total consideration for the purchase of Grow Depot Maine was approximately $2.1 million, including $1.7 million in cash and common stock valued at approximately $0.4 million. Acquired goodwill of approximately $0.9 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. Grow Depot Maine is included in our Retail segment. On February 15, 2021, the Company purchased all of the assets of Grow Warehouse LLC, a four-store chain of hydroponic and organic garden stores in Colorado (3) and Oklahoma (1). The total consideration for the purchase of Grow Warehouse LLC was approximately $17.8 million, including $8.1 million in cash and common stock valued at approximately $9.7 million. Acquired goodwill of approximately $11.1 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. Grow Warehouse LLC is included in our Retail segment. On February 22, 2021, the Company purchased all of the assets of San Diego Hydroponics & Organics, a four-store chain of hydroponic and organic garden stores in San Diego, California. The total consideration for the purchase of San Diego Hydroponics was approximately $9.3 million, including $4.8 million in cash and common stock valued at approximately $4.5 million. Acquired goodwill of approximately $5.7 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. San Diego Hydroponics & Organics is included in our Retail segment. On March 12, 2021, the Company purchased all of the assets of Charcoir Corporation, which sells an RHP-certified growing medium made from the highest-grade coconut fiber. The total consideration for the purchase of Charcoir was approximately $16.4 million, including $9.9 million in cash and common stock valued at approximately $6.5 million. Acquired goodwill of approximately $6.1 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established distribution market for the Company of a proprietary brand. Charcoir is included in our Distribution and other segment. On March 15, 2021, the Company purchased all of the assets of 55 Hydroponics, a hydroponic and organic superstore located in Santa Ana, California. The total consideration for the purchase of 55 Hydroponics was approximately $6.5 million, including $5.4 million in cash and common stock valued at approximately $1.1 million. Acquired goodwill of approximately $3.9 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. 55 Hydroponics is included in our Retail segment. On March 15, 2021, the Company purchased all of the assets of Aquarius, a hydroponic and organic garden store in Springfield, Massachusetts. The total consideration for the purchase of Aquarius was approximately $3.6 million, including $2.4 million in cash and common stock valued at approximately $1.2 million. Acquired goodwill of approximately $1.7 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. Aquarius is included in our Retail segment. On March 19, 2021, the Company purchased all of the assets of Agron, LLC, an online seller of growing equipment. The total consideration for the purchase of Agron was approximately $11.3 million, including $6 million in cash and common stock valued at approximately $5.3 million. Acquired goodwill of approximately $8.7 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established e-commerce market for the Company targeting the commercial customer. Agron is included in our E-commerce segment. The table below represents the allocation of the purchase price to the acquired net assets during the three months ended March 31, 2021. Agron Aquarius 55 Hydro Charcoir San Diego Hydro Grow Warehouse Grow Depot Maine Indoor Garden Total Inventory $ — $ 957 $ 780 $ 839 $ 1,400 $ 2,450 $ 326 $ 372 $ 7,124 Prepaids and other current assets 46 12 29 534 36 30 3 — 690 Furniture and equipment 29 63 50 — 315 250 25 94 826 Liabilities — — — — — (169) — — (169) Operating lease right of use asset 98 108 861 — 1,079 641 92 137 3,016 Operating lease liability (98) (108) (861) — (1,079) (641) (92) (137) (3,016) Customer relationships 832 339 809 5,712 605 1,256 549 210 10,312 Trade name 1,530 485 870 1,099 1,192 2,748 344 353 8,621 Non-compete 139 — 26 — 6 94 36 2 303 Intellectual property — — — 2,065 — — — — 2,065 Goodwill 8,673 1,702 3,915 6,119 5,728 11,120 866 661 38,784 Total $ 11,249 $ 3,558 $ 6,479 $ 16,368 $ 9,282 $ 17,779 $ 2,149 $ 1,692 $ 68,556 The table below represents the consideration paid for the net assets acquired in business combinations. Agron Aquarius 55 Hydro Charcoir San Diego Hydro Grow Warehouse Grow Indoor Garden Total Cash $ 5,973 $ 2,331 $ 5,347 $ 9,902 $ 4,751 $ 8,100 $ 1,738 $ 1,165 $ 39,307 Common stock 5,276 1,227 1,132 6,466 4,531 9,679 411 527 $ 29,249 Total $ 11,249 $ 3,558 $ 6,479 $ 16,368 $ 9,282 $ 17,779 $ 2,149 $ 1,692 $ 68,556 The following table discloses the date of the acquisitions noted above and the revenue and earnings included in the consolidated income statement for the period ended March 31, 2021. Agron Aquarius 55 Hydro Charcoir San Diego Hydro Grow Warehouse Grow Depot Maine Indoor Garden Total Acquisition date 3/19/2021 3/15/2021 3/15/2021 3/12/2021 2/22/2021 2/15/2021 2/1/2021 1/25/2021 Revenue $ 230 $ 185 $ 328 $ 276 $ 1,001 $ 2,168 $ 993 $ 805 $ 5,986 Net Income $ 22 $ 16 $ 32 $ 101 $ 117 $ 294 $ 205 $ 118 $ 905 The following table discloses the pro forma consolidated statement of operations as if the acquisition had been included in the consolidated results of the Company for the three months ended March 31, 2021. Three Months Ended March 31, 2021 (Unaudited) Revenue $ 99,095 Net income $ 7,403

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES Legal Matters From time to time, the Company has been, and may again become involved in legal proceedings arising in the ordinary course of its business. The Company is not presently a party to any litigation, and is not aware of any pending or threatened litigation, against the Company that it believes could have a material adverse effect on its business, operating results, financial condition, or cash flows. Indemnifications In the ordinary course of its business, the Company makes certain indemnities under which it may be required to make payments in relation to certain transactions. As of March 31, 2022, the Company did not have any liabilities associated with indemnities. In addition, the Company, as permitted under Colorado law and in accordance with its amended and restated certificate of incorporation and amended and restated bylaws, in each case, as amended to date, indemnifies its officers and directors for certain events or occurrences, subject to certain limits, while the officer or director is or was serving at the Company’s request in such capacity. The duration of these indemnifications varies. The Company has a director and officer insurance policy that may enable it to recover a portion of any future amounts paid. The Company accrues for losses for any known contingent liability, including those that may arise from indemnification provisions, when future payment is probable. No such losses have been recorded to date.

SEGMENTS

SEGMENTS	3 Months Ended
	Mar. 31, 2022
Segment Reporting [Abstract]
SEGMENTS	SEGMENTS As discussed in Note ,1 at December 31, 2021 the Company had two reportable segments which increased to three at March 31, 2022 based on quantitative and qualitative analyses the Company now also reports E-commerce as a reportable segment. The Company has three primary reportable segments including retail operations, e-commerce and all other which includes the distribution of proprietary brands to wholesale accounts. The Company has segmented its operations to reflect the manner in which management reviews and evaluates the results of its operations. The structure reflects the manner in which the chief operating decision maker regularly assesses information for decision-making purposes, including the allocation of resources. Shared services and other corporate costs are allocated to individual segments based on that segments profitability. Retail – Currently, the Company owns and operates a chain of 63 hydroponic/gardening centers focused on serving growers and cultivators. Inclusive of commercial sales organizations selling directly to customers outside of the physical retail network. Some of our garden centers have multi-functions, with added capabilities that include warehousing, distribution and fulfillment for direct shipments of products to garden center locations, pick, pack and ship for our online platforms and direct fulfillment to our commercial customers. E-commerce – Our digital strategy is focused on capturing the home, craft and commercial grower online. GrowGeneration.com offers over 10,000 hydroponic products, all curated by our product team. GrowGeneration.com offers customers the option to have their orders shipped directly to their locations, anywhere in North America. The Company also sells and distributes product through third-party marketplaces. Distribution and other – In December 2020, GrowGeneration purchased the business of Canopy Crop Management Corp., the developer of the popular Power Si line of monosilicic acid products, a widely used nutrient additive for plants. On March 12, 2021, the Company purchased Char Coir, a line of premium coco pots, cubes and medium. On December 31, 2021, the Company purchased the assets of Mobile Media, Inc. (“MMI”), a mobile shelving design and build facility. On February 1, 2022, the Company purchased the assets of Horticultural Rep Group, Inc. (“HRG”), a specialty marketing and sales organization of horticultural products based in Ogden, Utah. The Company is in the process of combining the operations and management of these non-retail enterprises. The products these companies provide are integrated into our retail, e-commerce, and direct sales activities and we receive incremental gross profit from the sale of these products. The profit generated from those sales are recorded in our retail and e-commerce segments. Selected information by segment is presented in the following tables: Three Months Ended March 31, 2022 2021 Net sales Retail $ 64,296 $ 81,227 E-Commerce 5,268 5,960 Distribution and other 12,203 2,835 Total $ 81,767 $ 90,022 Three Months Ended March 31, 2022 2021 Gross profit Retail $ 15,493 $ 21,901 E-Commerce 1,745 1,997 Distribution and other 4,902 1,479 Total $ 22,140 $ 25,377 Three Months Ended March 31, 2022 2021 Income (Loss) from operations Retail $ (7,183) $ 6,258 E-Commerce (432) 441 Distribution and other 394 1,037 Total $ (7,221) $ 7,736

GENERAL (Policies)

GENERAL (Policies)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying interim unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. These statements should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. There were no significant changes to our significant accounting policies as disclosed in our 2021 Form 10-K, except for the immaterial out-of-period adjustments discussed below. The results of operations for our interim periods are not necessarily indicative of results for the full fiscal year. All amounts included in the accompanying footnotes to the consolidated financial statements, except per share data, are in thousands (000).
Risk and Uncertainties	Risk and Uncertainties The COVID-19 pandemic has created significant public health concerns as well as economic disruption, uncertainty, and volatility that may negatively affect our business operations and financial results. As a result, if the pandemic or its effects persist or worsen, our accounting estimates and assumptions could be impacted in subsequent interim reports and upon final determination at year-end, and it is reasonably possible such changes could be significant (although the potential effects cannot be estimated at this time). The Company has experienced minimal business interruption as a result of the COVID-19 pandemic. We have been deemed an “essential” business by state and local authorities in the areas in which we operate and as such have not been subject to business closures. The COVID-19 pandemic to date has resulted in supply chain delays of our inventory, higher operating costs and increased shipping costs, among other impacts. As events surrounding the COVID-19 pandemic can change rapidly we cannot predict how it may disrupt our operations or the full extent of the disruption.
Accounting Pronouncements Not Yet Adopted and New Accounting Pronouncements	Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments — Credit Losses (Topic 326),” changing the impairment model for most financial instruments by requiring companies to recognize an allowance for expected losses, rather than incurred losses as required currently by the other-than-temporary impairment model. The ASU will apply to most financial assets measured at amortized cost and certain other instruments, including trade and other receivables, loans, available-for-sale and held-to-maturity debt securities, net investments in leases, and off-balance sheet credit exposures. The Company is in the process of evaluating the impact of this standard. New Accounting Pronouncements From time to time, the Financial Accounting Standards Board (“FASB”) or other standard setting bodies issue new accounting pronouncements. Updates to the FASB Accounting Standards Codification (“ASC”) are communicated through issuance of an Accounting Standards Update (“ASU”). We have implemented all new accounting pronouncements that are in effect and that may impact our financial statements. We have evaluated recently issued accounting pronouncements and determined that there is no material impact on our financial position or results of operations.
Immaterial out-of-period adjustment	Immaterial out-of-period adjustments During the three months ended March 31, 2022, the Company recorded an immaterial out-of period adjustment that impacted the prior year Consolidated Balance Sheets. The adjustment related to a change in the calculation of operating lease right-of-use assets and operating lease liabilities. This adjustment corrected an understatement of operating lease right-of-use assets of $1.3 million and an understatement of operating lease liabilities of $1.3 million as of December 31, 2021 during the period ended March 31, 2022. The Company assessed the materiality of this adjustment on the previously issued annual financial statements in accordance with SEC Staff Accounting Bulletin No. 99. The Company concluded that the changes were not material to any of the previously issued consolidated financial statements. During the three months ended March 31, 2022, the Company identified an omission regarding the disclosure of reportable segments under ASC 280 related to the year ended December 31, 2021. During the year ended December 31, 2021 the Company inappropriately reported a single segment, aggregating multiple operating segments. The impact at March 31, 2021 was that $8.8 million of revenue, $3.5 million of gross margin, and $1.5 million of operating income should have been reported as a separate “Distribution and other segment ” . The Company assessed the materiality of this omission on the previously issued interim and annual financial statements in accordance with SEC Staff Accounting Bulletin No. 99. The Company concluded that the ommission was not material to any of the previously issued consolidated financial statements and will begin reporting segments results in accordance with ASC 280 on a prospective basis starting with the quarter ending March 31, 2022.

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	3 Months Ended
	Mar. 31, 2022
Fair Value Disclosures [Abstract]
Schedule of fair value of impaired notes receivable	Level March 31, December 31, Cash and cash equivalents 1 $ 47,273 $ 41,372 Marketable securities 2 $ 19,035 $ 39,793

REVENUE RECOGNITION (Tables)

REVENUE RECOGNITION (Tables)	3 Months Ended
	Mar. 31, 2022
Revenue from Contract with Customer [Abstract]
Schedule of disaggregation of revenues	The following table disaggregates revenue by source: Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Sales at company owned stores $ 64,296 $ 81,227 Distribution and other 12,203 2,835 E-commerce sales 5,268 5,960 Total Net Sales $ 81,767 $ 90,022
Schedule of customer trade receivables and customer deposit liability	The opening and closing balances of the Company’s customer trade receivables and customer deposit liability are as follows: Receivables Customer Deposit Liability Opening balance, January 1, 2022 $ 5,741 $ 11,686 Closing balance, March 31, 2022 7,386 7,190 Increase (decrease) $ 1,645 $ (4,496) Opening balance, January 1, 2021 $ 3,901 $ 5,155 Closing balance, March 31, 2021 4,276 9,939 Increase (decrease) $ 375 $ 4,784

INVESTMENTS (Tables)

INVESTMENTS (Tables)	3 Months Ended
	Mar. 31, 2022
Investments [Abstract]
Schedule of investments, available for sales securities	The components of investments, available for sale securities, as of March 31, 2022 were as follows: Adjusted Cost Basis Unrealized Gain (Loss) Recorded Corporate notes and bonds $ 19,035 $ — $ 19,035

NOTES RECEIVABLE (Tables)

NOTES RECEIVABLE (Tables)	3 Months Ended
	Mar. 31, 2022
Receivables [Abstract]
Schedule of long term trade receivables	Notes receivables as of March 31, 2022 and December 31, 2021 are as follows: March 31, December 31, Notes receivable $ 2,843 $ 2,962 Allowance for losses (876) (522) Notes receivable, net $ 1,967 2,440
Schedule of notes receivable balances	The following table summarizes changes in notes receivable balances that have been deemed impaired: March 31, December 31, Note receivable $ 1,500 $ 1,500 Allowance for losses (876) (522) Notes receivable, net $ 624 978

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	3 Months Ended
	Mar. 31, 2022
Property, Plant and Equipment [Abstract]
Schedule of property and equipment	March 31, December 31, Vehicles $ 2,442 $ 2,258 Building 2,121 1,187 Leasehold improvements 11,282 9,186 Furniture, fixtures and equipment 12,153 10,992 Capitalized software 2,575 4,753 Construction-in-progress 5,311 2,948 Total property and equipment, gross 35,884 31,324 Accumulated depreciation and amortization (8,956) (7,208) Property and equipment, net $ 26,928 $ 24,116

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS (Tables)	3 Months Ended
	Mar. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of goodwill	The changes in goodwill are as follows: March 31, 2022 December 31, Balance, beginning of period $ 125,401 $ 62,951 Goodwill additions and measurement period adjustments 7,099 62,450 Balance, end of period $ 132,500 $ 125,401
Schedule of intangible assets	A summary of intangible assets is as follows: Weighted-Average Amortization Period of Intangible Assets as of March 31, 2022 (in years) Trade names 3.92 Patents 3.83 Customer relationships 5.12 Non-competes 3.20 Intellectual property 3.92 Total 4.34 Intangible assets consist of the following: March 31, 2022 December 31, 2021 Gross Accumulated Gross Accumulated Trade names $ 28,774 $ (6,377) $ 28,300 $ (4,948) Patents 100 (45) 100 (42) Customer relationships 27,569 (4,157) 25,175 (3,055) Non-competes 1,639 (335) 1,384 (233) Intellectual property 2,065 (447) 2,065 (344) Total $ 60,147 $ (11,361) $ 57,024 $ (8,622)
Schedule of future amortization expense	Amortization expense for the three months ended March 31, 2022 and 2021 was $2.7 million and $1.4 million, respectively. Future amortization expense is as follows: 2022, remainder $ 8,414 2023 11,217 2024 11,094 2025 10,700 2026 5,654 Thereafter 1,707 Total $ 48,786

LEASES (Tables)

LEASES (Tables)	3 Months Ended
	Mar. 31, 2022
Leases [Abstract]
Schedule of lease balances within our condensed consolidated balance sheet	March 31, December 31, Right of use assets, operating lease assets $ 45,839 $ 43,730 Current lease liability $ 7,740 $ 6,858 Non-current lease liability 39,879 38,546 $ 47,619 $ 45,404
Schedule of other information related to leases	March 31, March 31, Weighted average remaining lease term 6.85 years 3.34 years Weighted average discount rate 5.5 % 6.0 %
Schedule of operating lease assets	Three Months Ended 2022 2021 Operating lease costs $ 2,662 $ 1,541 Variable lease costs 863 — Short-term lease costs 126 141 Total operating lease costs $ 3,651 $ 1,682
Schedule of Operating Lease Liabilities Maturity	The following table presents the maturity of the Company’s operating lease liabilities as of March 31, 2022 : 2022 (remainder of the year) $ 7,641 2023 9,711 2024 8,519 2025 7,478 2026 5,841 Thereafter 18,525 Total lease payments 57,715 Less: Imputed interest (10,096) Lease Liability at March 31, 2022 $ 47,619

SHARE BASED PAYMENTS (Tables)

SHARE BASED PAYMENTS (Tables)	3 Months Ended
	Mar. 31, 2022
Share-based Payment Arrangement [Abstract]
Schedule of share-based payment expense	The following table presents share-based payment expense for the three months ended March 31, 2022 and 2021: Three months ended March 31, 2022 2021 Restricted stock $ 1,201 $ 645 Stock options 43 308 Warrants 339 374 Total $ 1,583 $ 1,327
Schedule of company’s outstanding stock purchase warrants	Restricted stock activity for the three months ended March 31, 2022 is presented in the following table: Shares Weighted Average Grant Date Fair Value Nonvested, December 31, 2021 483,750 $ 20.19 Granted 595,500 $ 10.84 Vested (247,000) $ 4.40 Forfeited (13,750) $ 5.72 Nonvested, March 31, 2022 818,500 $ 18.18
Schedule of company’s outstanding stock purchase warrants	The table below summarizes all option activity under all plans during the three months ended March 31, 2022: Options Shares Weight - Weighted - Weighted - Outstanding at December 31, 2021 906,425 $ 4.38 2.85 $ 2.45 Granted — — — — Exercised — — — — Forfeited or expired (187,427) 5.12 — 2.89 Outstanding at March 31, 2022 718,998 $ 4.02 2.59 $ 4.02 Options vested at March 31, 2022 679,000 $ 4.35 2.52 $ 2.44
Schedule of company’s outstanding stock purchase warrants	A summary of the status of the Company’s outstanding stock purchase warrants for the three months ended March 31, 2022 is as follows: Warrants Weighted Average Outstanding at December 31, 2021 330,884 $ 22.14 Issued — — Exercised — — Forfeited — — Outstanding at March 31, 2022 330,884 $ 22.14

EARNINGS PER SHARE (Tables)

EARNINGS PER SHARE (Tables)	3 Months Ended
	Mar. 31, 2022
Earnings Per Share [Abstract]
Schedule of weighted average shares (denominator) used in the basic and dilutive earnings per share	The following table sets forth the composition of the weighted average shares (denominator) used in the basic and dilutive earnings per share computation for the three months ended March 31, 2022 and 2021: Three Months Ended March 31, March 31, Net income (loss) $ (5,177) $ 6,147 Weighted average shares outstanding, basic 60,126 58,394 Effect of dilution — 1,923 Adjusted weighted average shares outstanding, dilutive 60,126 60,317 Basic earnings per share $ (0.09) $ 0.11 Dilutive earnings per share $ (0.09) $ 0.10
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share	The following potentially outstanding restricted stock, stock options, and warrants were excluded from the computation of diluted EPS because the effect would have been antidilutive: Three Months Ended March 31, March 31, Restricted stock 1,336 — Stock options 393 — Warrants 819 — Total 2,548 —

ACQUISITIONS (Tables)

ACQUISITIONS (Tables)	3 Months Ended
	Mar. 31, 2022
Business Combination and Asset Acquisition [Abstract]
Schedule of purchase price	The table below represents the allocation of the purchase price to the acquired net assets during the three months ended March 31, 2022. HRG Inventory $ 4,170 Prepaids and other current assets 76 Furniture and equipment 148 Operating lease right of use asset 666 Operating lease liability (666) Customer relationships 2,430 Trademark 496 Non-compete 255 Goodwill 5,816 Total $ 13,391 The table below represents the consideration paid for the net assets acquired in business combinations. HRG Cash $ 6,806 Indemnity stock holdback 875 Common stock 5,710 Total $ 13,391 The table below represents the allocation of the purchase price to the acquired net assets during the three months ended March 31, 2021. Agron Aquarius 55 Hydro Charcoir San Diego Hydro Grow Warehouse Grow Depot Maine Indoor Garden Total Inventory $ — $ 957 $ 780 $ 839 $ 1,400 $ 2,450 $ 326 $ 372 $ 7,124 Prepaids and other current assets 46 12 29 534 36 30 3 — 690 Furniture and equipment 29 63 50 — 315 250 25 94 826 Liabilities — — — — — (169) — — (169) Operating lease right of use asset 98 108 861 — 1,079 641 92 137 3,016 Operating lease liability (98) (108) (861) — (1,079) (641) (92) (137) (3,016) Customer relationships 832 339 809 5,712 605 1,256 549 210 10,312 Trade name 1,530 485 870 1,099 1,192 2,748 344 353 8,621 Non-compete 139 — 26 — 6 94 36 2 303 Intellectual property — — — 2,065 — — — — 2,065 Goodwill 8,673 1,702 3,915 6,119 5,728 11,120 866 661 38,784 Total $ 11,249 $ 3,558 $ 6,479 $ 16,368 $ 9,282 $ 17,779 $ 2,149 $ 1,692 $ 68,556 The table below represents the consideration paid for the net assets acquired in business combinations. Agron Aquarius 55 Hydro Charcoir San Diego Hydro Grow Warehouse Grow Indoor Garden Total Cash $ 5,973 $ 2,331 $ 5,347 $ 9,902 $ 4,751 $ 8,100 $ 1,738 $ 1,165 $ 39,307 Common stock 5,276 1,227 1,132 6,466 4,531 9,679 411 527 $ 29,249 Total $ 11,249 $ 3,558 $ 6,479 $ 16,368 $ 9,282 $ 17,779 $ 2,149 $ 1,692 $ 68,556
Schedule of revenue and earnings included in consolidated income statement	The following table discloses the date of the acquisition noted above and the revenue and earnings included in the Condensed Consolidated Statement of Operations for the period ended March 31, 2022. HRG Acquisition date February 1, 2022 Revenue 3,436 Net Income — The following table discloses the date of the acquisitions noted above and the revenue and earnings included in the consolidated income statement for the period ended March 31, 2021. Agron Aquarius 55 Hydro Charcoir San Diego Hydro Grow Warehouse Grow Depot Maine Indoor Garden Total Acquisition date 3/19/2021 3/15/2021 3/15/2021 3/12/2021 2/22/2021 2/15/2021 2/1/2021 1/25/2021 Revenue $ 230 $ 185 $ 328 $ 276 $ 1,001 $ 2,168 $ 993 $ 805 $ 5,986 Net Income $ 22 $ 16 $ 32 $ 101 $ 117 $ 294 $ 205 $ 118 $ 905
Schedule of proforma consolidated income statement	The following represents the pro forma Condensed Consolidated Statement of Operations as if the acquisition had been included in the consolidated results of the Company for the entire period for the three months ended March 31, 2022 and 2021. Three Months Ended Three Months Ended March 31, 2022 (Unaudited) March 31, 2021 (Unaudited) Revenue $ 83,603 $ 93,458 Net income $ (5,176) $ 6,147 The following table discloses the pro forma consolidated statement of operations as if the acquisition had been included in the consolidated results of the Company for the three months ended March 31, 2021. Three Months Ended March 31, 2021 (Unaudited) Revenue $ 99,095 Net income $ 7,403

SEGMENTS (Tables)

SEGMENTS (Tables)	3 Months Ended
	Mar. 31, 2022
Segment Reporting [Abstract]
Schedule of Segment Reporting Information, by Segment	Selected information by segment is presented in the following tables: Three Months Ended March 31, 2022 2021 Net sales Retail $ 64,296 $ 81,227 E-Commerce 5,268 5,960 Distribution and other 12,203 2,835 Total $ 81,767 $ 90,022 Three Months Ended March 31, 2022 2021 Gross profit Retail $ 15,493 $ 21,901 E-Commerce 1,745 1,997 Distribution and other 4,902 1,479 Total $ 22,140 $ 25,377 Three Months Ended March 31, 2022 2021 Income (Loss) from operations Retail $ (7,183) $ 6,258 E-Commerce (432) 441 Distribution and other 394 1,037 Total $ (7,221) $ 7,736

GENERAL - Narrative (Details)

GENERAL - Narrative (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022USD ($)storestate	Mar. 31, 2021USD ($)	Dec. 31, 2021USD ($)
Accounting Policies [Abstract]
Number of stores | store	63
Number of states in which entity operates | state	13
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Operating leases right-of-use assets	$ 45,839		$ 43,730
Operating lease liability	47,619		45,404
Net sales	81,767	$ 90,022
Gross profit	22,140	25,377
Operating income	(7,221)	7,736
Distribution and other
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net sales	12,203	2,835
Gross profit	4,902	1,479
Operating income	$ 394	1,037
Revision of Prior Period, Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Operating leases right-of-use assets			1,300
Operating lease liability			$ 1,300
Revision of Prior Period, Adjustment | Distribution and other
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net sales		8,800
Gross profit		3,500
Operating income		$ 1,500

FAIR VALUE MEASUREMENTS - Sched

FAIR VALUE MEASUREMENTS - Schedule of fair value of impaired notes receivable (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	$ 47,273	$ 41,372
Marketable securities	19,035	39,793
Fair Value, Inputs, Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	47,273	41,372
Fair Value, Inputs, Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Marketable securities	$ 19,035	$ 39,793

REVENUE RECOGNITION - Schedule

REVENUE RECOGNITION - Schedule of disaggregation of revenues (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Disaggregation of Revenue [Line Items]
Total Net Sales	$ 81,767	$ 90,022
Sales at company owned stores
Disaggregation of Revenue [Line Items]
Total Net Sales	64,296	81,227
Distribution and other
Disaggregation of Revenue [Line Items]
Total Net Sales	12,203	2,835
E-commerce sales
Disaggregation of Revenue [Line Items]
Total Net Sales	$ 5,268	$ 5,960

REVENUE RECOGNITION - Schedul_2

REVENUE RECOGNITION - Schedule of customer trade receivables and customer deposit liability (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Receivables
Revenue Recognition, Customer Deposits [Roll Forward]
Opening balance	$ 5,741	$ 3,901
Closing balance	7,386	4,276
Increase (decrease)	1,645	375
Customer Deposit Liability
Revenue Recognition, Customer Deposits [Roll Forward]
Opening balance	11,686	5,155
Closing balance	7,190	9,939
Increase (decrease)	$ (4,496)	$ 4,784

REVENUE RECOGNITION - Narrative

REVENUE RECOGNITION - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Revenue from Contract with Customer [Abstract]
Revenue recognized from contract with customer liability	$ 7.6	$ 2.1

INVESTMENTS - Schedule of inves

INVESTMENTS - Schedule of investments, available for sales securities (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Marketable Securities [Line Items]
Corporate notes and bonds	$ 19,035	$ 39,793
Fair Value, Inputs, Level 2
Marketable Securities [Line Items]
Corporate notes and bonds	19,035	$ 39,793
Fair Value, Inputs, Level 2 | Adjusted Cost Basis
Marketable Securities [Line Items]
Corporate notes and bonds	19,035
Fair Value, Inputs, Level 2 | Unrealized Gain (Loss)
Marketable Securities [Line Items]
Corporate notes and bonds	0
Fair Value, Inputs, Level 2 | Recorded Basis
Marketable Securities [Line Items]
Corporate notes and bonds	$ 19,035

NOTES RECEIVABLE (Details)

NOTES RECEIVABLE (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Minimum
Accounts, Notes, Loans and Financing Receivable [Line Items]
Interest rate	8.00%
Repayment term	12 months
Maximum
Accounts, Notes, Loans and Financing Receivable [Line Items]
Interest rate	12.00%
Repayment term	18 months
Trade Accounts Receivable
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes receivable	$ 2,843	$ 2,962
Allowance for losses	(876)	(522)
Notes receivable, net	1,967	2,440
Notes Receivable
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes receivable	1,500	1,500
Allowance for losses	(876)	(522)
Notes receivable, net	$ 624	$ 978

PROPERTY AND EQUIPMENT - Schedu

PROPERTY AND EQUIPMENT - Schedule of property and equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	$ 35,884	$ 31,324
Accumulated depreciation and amortization	(8,956)	(7,208)
Property and equipment, net	26,928	24,116
Vehicles
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	2,442	2,258
Building
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	2,121	1,187
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	11,282	9,186
Furniture, fixtures and equipment
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	12,153	10,992
Capitalized software
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	2,575	4,753
Construction-in-progress
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	$ 5,311	$ 2,948

PROPERTY AND EQUIPMENT - Narrat

PROPERTY AND EQUIPMENT - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 1.8	$ 0.7

GOODWILL AND INTANGIBLE ASSET_2

GOODWILL AND INTANGIBLE ASSETS - Schedule of goodwill (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Goodwill [Roll Forward]
Balance, beginning of period	$ 125,401	$ 62,951
Goodwill additions and measurement period adjustments	7,099	62,450
Balance, end of period	$ 132,500	$ 125,401

GOODWILL AND INTANGIBLE ASSET_3

GOODWILL AND INTANGIBLE ASSETS - Schedule of intangible assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Weighted-average amortization period of intangible assets	4 years 4 months 2 days
Gross Carrying Amount	$ 60,147	$ 57,024
Accumulated Amortization	$ (11,361)	(8,622)
Trade names
Finite-Lived Intangible Assets [Line Items]
Weighted-average amortization period of intangible assets	3 years 11 months 1 day
Gross Carrying Amount	$ 28,774	28,300
Accumulated Amortization	$ (6,377)	(4,948)
Patents
Finite-Lived Intangible Assets [Line Items]
Weighted-average amortization period of intangible assets	3 years 9 months 29 days
Gross Carrying Amount	$ 100	100
Accumulated Amortization	$ (45)	(42)
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Weighted-average amortization period of intangible assets	5 years 1 month 13 days
Gross Carrying Amount	$ 27,569	25,175
Accumulated Amortization	$ (4,157)	(3,055)
Non-competes
Finite-Lived Intangible Assets [Line Items]
Weighted-average amortization period of intangible assets	3 years 2 months 12 days
Gross Carrying Amount	$ 1,639	1,384
Accumulated Amortization	$ (335)	(233)
Intellectual property
Finite-Lived Intangible Assets [Line Items]
Weighted-average amortization period of intangible assets	3 years 11 months 1 day
Gross Carrying Amount	$ 2,065	2,065
Accumulated Amortization	$ (447)	$ (344)

GOODWILL AND INTANGIBLE ASSET_4

GOODWILL AND INTANGIBLE ASSETS (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 2.7	$ 1.4

GOODWILL AND INTANGIBLE ASSET_5

GOODWILL AND INTANGIBLE ASSETS - Schedule of future amortization expense (Details) $ in Thousands	Mar. 31, 2022USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2022, remainder	$ 8,414
2023	11,217
2024	11,094
2025	10,700
2026	5,654
Thereafter	1,707
Total	$ 48,786

INCOME TAXES - Narrative (Detai

INCOME TAXES - Narrative (Details)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Tax Disclosure [Abstract]
Effective tax rate	24.02%	20.17%

LEASES - Narrative (Details)

LEASES - Narrative (Details)	Mar. 31, 2022
Minimum
Leases (Details) [Line Items]
Operating lease remaining lease term	1 year
Operating lease extension term	3 years
Maximum
Leases (Details) [Line Items]
Operating lease remaining lease term	10 years
Operating lease extension term	5 years

LEASES - Schedule of lease bala

LEASES - Schedule of lease balances within our condensed consolidated balance sheet (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Right of use assets, operating lease assets	$ 45,839	$ 43,730
Current lease liability	7,740	6,858
Non-current lease liability	39,879	38,546
Total	$ 47,619	$ 45,404

LEASES - Schedule of other info

LEASES - Schedule of other information related to leases (Details)	Mar. 31, 2022	Mar. 31, 2021
Leases [Abstract]
Weighted average remaining lease term	6 years 10 months 6 days	3 years 4 months 2 days
Weighted average discount rate	5.50%	6.00%

LEASES - Schedule of operating

LEASES - Schedule of operating lease assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Leases [Abstract]
Operating lease costs	$ 2,662	$ 1,541
Variable lease costs	863	0
Short-term lease costs	126	141
Total operating lease costs	$ 3,651	$ 1,682

LEASES - Schedule of future min

LEASES - Schedule of future minimum rental payments (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Leases [Abstract]
2022 (remainder of the year)	$ 7,641
2023	9,711
2024	8,519
2025	7,478
2026	5,841
Thereafter	18,525
Total lease payments	57,715
Less: Imputed interest	(10,096)
Lease Liability at March 31, 2022	$ 47,619	$ 45,404

SHARE BASED PAYMENTS - Schedule

SHARE BASED PAYMENTS - Schedule of share-based payment expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share Based Payments and Stock Options (Details) - Schedule of share-based payment expense [Line Items]
Total	$ 1,583	$ 1,327
Warrants
Share Based Payments and Stock Options (Details) - Schedule of share-based payment expense [Line Items]
Total	339	374
Restricted stock
Share Based Payments and Stock Options (Details) - Schedule of share-based payment expense [Line Items]
Total	1,201	645
Stock options
Share Based Payments and Stock Options (Details) - Schedule of share-based payment expense [Line Items]
Total	$ 43	$ 308

SHARE BASED PAYMENTS (Details)

SHARE BASED PAYMENTS (Details) $ in Millions	3 Months Ended
	Mar. 31, 2022USD ($)
Option
Share Based Payments and Stock Options (Details) [Line Items]
Unamortized share-based compensation	$ 12.9
Weighted average period	3 years 8 months 12 days
Common Stock Warrants
Share Based Payments and Stock Options (Details) [Line Items]
Unamortized share-based compensation	$ 2.2
Weighted average period	1 year 8 months 12 days

SHARE BASED PAYMENTS - Restrict

SHARE BASED PAYMENTS - Restricted Stock Activity (Details) - Restricted stock	3 Months Ended
	Mar. 31, 2022$ / sharesshares
Shares
Nonvested, beginning balance (in shares) | shares	483,750
Granted (in shares) | shares	595,500
Vested (in shares) | shares	(247,000)
Forfeited (in shares) | shares	(13,750)
Nonvested, ending balance (in shares) | shares	818,500
Weighted Average Grant Date Fair Value
Nonvested, beginning balance (in dollars per share) | $ / shares	$ 20.19
Granted (in dollars per share) | $ / shares	10.84
Vested (in dollars per share) | $ / shares	4.40
Forfeited (in dollars per share) | $ / shares	5.72
Nonvested, ending balance (in dollars per share) | $ / shares	$ 18.18

SHARE BASED PAYMENTS - Schedu_2

SHARE BASED PAYMENTS - Schedule of stock options (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Shares
Beginning balance, Outstanding (in shares)	906,425
Granted (in shares)	0
Exercised (in shares)	0
Forfeited or expired (in shares)	(187,427)
Ending balance, Outstanding (in shares)	718,998	906,425
Weight - Average Exercise Price
Weighted - Average Exercise Price, Outstanding beginning balance (in dollars per share)	$ 4.38
Weighted - Average Exercise Price, Granted (in dollars per share)	0
Weighted - Average Exercise Price, Exercised (in dollars per share)	0
Weighted - Average Exercise Price, Forfeited or expired (in dollars per share)	5.12
Weighted - Average Exercise Price, Outstanding ending balance (in dollars per share)	$ 4.02	$ 4.38
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]
Weighted - Average Remaining Contractual Term, Outstanding beginning		2 years 10 months 6 days
Weighted - Average Remaining Contractual Term, Outstanding ending	2 years 7 months 2 days
Weighted - Average Grant Date Fair Value, Outstanding beginning balance (in dollars per share)	$ 2.45
Weighted - Average Grant Date Fair Value, Granted (in dollars per share)	0
Weighted - Average Grant Date Fair Value, Exercised (in dollars per share)	0
Weighted - Average Grant Date Fair Value, Forfeited or expired (in dollars per share)	2.89
Weighted - Average Grant Date Fair Value Outstanding ending balance (in dollars per share)	$ 4.02	$ 2.45
Options Vested (in shares)	679,000
Weighted - Average Exercise Price, Vested (in dollars per share)	$ 4.35
Weighted - Average Remaining Contractual Term, Vested	2 years 6 months 7 days
Weighted - Average Grant Date Fair Value, Options Vested (in dollars per share)	$ 2.44

SHARE BASED PAYMENTS - Schedu_3

SHARE BASED PAYMENTS - Schedule of company’s outstanding stock purchase warrants (Details)	3 Months Ended
	Mar. 31, 2022$ / sharesshares
Warrants
Outstanding, beginning balance (in shares) | shares	330,884
Issued (in shares) | shares	0
Exercised (in shares) | shares	0
Forfeited (in shares) | shares	0
Outstanding, ending balance (in shares) | shares	330,884
Weighted Average Exercise Price
Weighted Average Exercise Price Outstanding, beginning (in dollars per share) | $ / shares	$ 22.14
Weighted Average Exercise Price, Issued (in dollars per share) | $ / shares	0
Weighted Average Exercise Price, Exercised (in dollars per share) | $ / shares	0
Weighted Average Exercise Price, Forfeited (in dollars per share) | $ / shares	0
Weighted Average Exercise Price Outstanding, ending (in dollars per share) | $ / shares	$ 22.14

EARNINGS PER SHARE - Schedule o

EARNINGS PER SHARE - Schedule of weighted average shares (denominator) used in the basic and dilutive earnings per share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Earnings Per Share [Abstract]
Net income (loss)	$ (5,177)	$ 6,147
Weighted average shares outstanding, basic (in shares)	60,126	58,394
Effect of dilution (in shares)	0	1,923
Adjusted weighted average shares outstanding, dilutive (in shares)	60,126	60,317
Basic earnings per share (in dollars per share)	$ (0.09)	$ 0.11
Dilutive earnings per share (in dollars per share)	$ (0.09)	$ 0.10

EARNINGS PER SHARE - Schedule_2

EARNINGS PER SHARE - Schedule of antidilutive securities excluded from the computation of earnings per share (Details) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	2,548	0
Restricted stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	1,336	0
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	393	0
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	819	0

ACQUISITIONS - Narrative (Detai

ACQUISITIONS - Narrative (Details) - USD ($) $ in Thousands	Feb. 01, 2022	Mar. 19, 2021	Mar. 15, 2021	Mar. 12, 2021	Feb. 22, 2021	Feb. 15, 2021	Feb. 01, 2021	Jan. 25, 2021	Mar. 31, 2022
Acquisitions (Details) [Line Items]
Goodwill, purchase accounting adjustments									$ 1,300
HRG
Acquisitions (Details) [Line Items]
Consideration for purchase	$ 13,400
Cash consideration for purchase	6,800
Equity consideration for purchase	5,700
Indemnity stock holdback	$ 900								$ 875
Indoor Garden & Lighting, Inc
Acquisitions (Details) [Line Items]
Consideration for purchase								$ 1,700
Cash consideration for purchase								1,200
Equity consideration for purchase								500
Acquired goodwill								$ 700
Grow Depot Maine
Acquisitions (Details) [Line Items]
Consideration for purchase							$ 2,100
Cash consideration for purchase							1,700
Equity consideration for purchase							400
Acquired goodwill							$ 900
Grow Warehouse LLC
Acquisitions (Details) [Line Items]
Consideration for purchase						$ 17,800
Cash consideration for purchase						8,100
Equity consideration for purchase						9,700
Acquired goodwill						$ 11,100
San Diego Hydroponics & Organics
Acquisitions (Details) [Line Items]
Consideration for purchase					$ 9,300
Cash consideration for purchase					4,800
Equity consideration for purchase					4,500
Acquired goodwill					$ 5,700
Charcoir Corporation
Acquisitions (Details) [Line Items]
Consideration for purchase				$ 16,400
Cash consideration for purchase				9,900
Equity consideration for purchase				6,500
Acquired goodwill				$ 6,100
55 Hydroponics
Acquisitions (Details) [Line Items]
Consideration for purchase			$ 6,500
Cash consideration for purchase			5,400
Equity consideration for purchase			1,100
Acquired goodwill			3,900
Aquarius
Acquisitions (Details) [Line Items]
Consideration for purchase			3,600
Cash consideration for purchase			2,400
Equity consideration for purchase			1,200
Acquired goodwill			$ 1,700
Agron, LLC
Acquisitions (Details) [Line Items]
Consideration for purchase		$ 11,300
Cash consideration for purchase		6,000
Equity consideration for purchase		5,300
Acquired goodwill		$ 8,700

ACQUISITIONS - Schedule of purc

ACQUISITIONS - Schedule of purchase price (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Mar. 31, 2021
Business Acquisition, Contingent Consideration [Line Items]
Inventory		$ 7,124
Prepaids and other current assets		690
Furniture and equipment		826
Liabilities		(169)
Operating lease right of use asset		3,016
Operating lease liability		(3,016)
Customer relationships		10,312
Trade name		8,621
Non-compete		303
Intellectual property		2,065
Goodwill		38,784
Total		68,556
HRG
Business Acquisition, Contingent Consideration [Line Items]
Inventory	$ 4,170
Prepaids and other current assets	76
Furniture and equipment	148
Operating lease right of use asset	666
Operating lease liability	(666)
Customer relationships	2,430
Trade name	496
Non-compete	255
Goodwill	5,816
Total	$ 13,391
Agron
Business Acquisition, Contingent Consideration [Line Items]
Inventory		0
Prepaids and other current assets		46
Furniture and equipment		29
Liabilities		0
Operating lease right of use asset		98
Operating lease liability		(98)
Customer relationships		832
Trade name		1,530
Non-compete		139
Intellectual property		0
Goodwill		8,673
Total		11,249
Aquarius
Business Acquisition, Contingent Consideration [Line Items]
Inventory		957
Prepaids and other current assets		12
Furniture and equipment		63
Liabilities		0
Operating lease right of use asset		108
Operating lease liability		(108)
Customer relationships		339
Trade name		485
Non-compete		0
Intellectual property		0
Goodwill		1,702
Total		3,558
55 Hydro
Business Acquisition, Contingent Consideration [Line Items]
Inventory		780
Prepaids and other current assets		29
Furniture and equipment		50
Liabilities		0
Operating lease right of use asset		861
Operating lease liability		(861)
Customer relationships		809
Trade name		870
Non-compete		26
Intellectual property		0
Goodwill		3,915
Total		6,479
Charcoir
Business Acquisition, Contingent Consideration [Line Items]
Inventory		839
Prepaids and other current assets		534
Furniture and equipment		0
Liabilities		0
Operating lease right of use asset		0
Operating lease liability		0
Customer relationships		5,712
Trade name		1,099
Non-compete		0
Intellectual property		2,065
Goodwill		6,119
Total		16,368
San Diego Hydro
Business Acquisition, Contingent Consideration [Line Items]
Inventory		1,400
Prepaids and other current assets		36
Furniture and equipment		315
Liabilities		0
Operating lease right of use asset		1,079
Operating lease liability		(1,079)
Customer relationships		605
Trade name		1,192
Non-compete		6
Intellectual property		0
Goodwill		5,728
Total		9,282
Grow Warehouse
Business Acquisition, Contingent Consideration [Line Items]
Inventory		2,450
Prepaids and other current assets		30
Furniture and equipment		250
Liabilities		(169)
Operating lease right of use asset		641
Operating lease liability		(641)
Customer relationships		1,256
Trade name		2,748
Non-compete		94
Intellectual property		0
Goodwill		11,120
Total		17,779
Grow Depot Maine
Business Acquisition, Contingent Consideration [Line Items]
Inventory		326
Prepaids and other current assets		3
Furniture and equipment		25
Liabilities		0
Operating lease right of use asset		92
Operating lease liability		(92)
Customer relationships		549
Trade name		344
Non-compete		36
Intellectual property		0
Goodwill		866
Total		2,149
Indoor Garden
Business Acquisition, Contingent Consideration [Line Items]
Inventory		372
Prepaids and other current assets		0
Furniture and equipment		94
Liabilities		0
Operating lease right of use asset		137
Operating lease liability		(137)
Customer relationships		210
Trade name		353
Non-compete		2
Intellectual property		0
Goodwill		661
Total		$ 1,692

ACQUISITIONS - Schedule of cons

ACQUISITIONS - Schedule of consideration paid (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Feb. 01, 2022	Mar. 31, 2021
Business Acquisition, Contingent Consideration [Line Items]
Cash			$ 39,307
Common stock			29,249
Total			68,556
HRG
Business Acquisition, Contingent Consideration [Line Items]
Cash	$ 6,806
Indemnity stock holdback	875	$ 900
Common stock	5,710
Total	$ 13,391
Agron
Business Acquisition, Contingent Consideration [Line Items]
Cash			5,973
Common stock			5,276
Total			11,249
Aquarius
Business Acquisition, Contingent Consideration [Line Items]
Cash			2,331
Common stock			1,227
Total			3,558
55 Hydro
Business Acquisition, Contingent Consideration [Line Items]
Cash			5,347
Common stock			1,132
Total			6,479
Charcoir
Business Acquisition, Contingent Consideration [Line Items]
Cash			9,902
Common stock			6,466
Total			16,368
San Diego Hydro
Business Acquisition, Contingent Consideration [Line Items]
Cash			4,751
Common stock			4,531
Total			9,282
Grow Warehouse
Business Acquisition, Contingent Consideration [Line Items]
Cash			8,100
Common stock			9,679
Total			17,779
Grow Depot Maine
Business Acquisition, Contingent Consideration [Line Items]
Cash			1,738
Common stock			411
Total			2,149
Indoor Garden
Business Acquisition, Contingent Consideration [Line Items]
Cash			1,165
Common stock			527
Total			$ 1,692

ACQUISITIONS - Schedule of reve

ACQUISITIONS - Schedule of revenue and earnings included in consolidated income statement (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022USD ($)
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items]
Revenue	$ 5,986
Net Income	$ 905
HRG
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items]
Acquisition date	Feb. 1, 2022
Revenue	$ 3,436
Net Income	$ 0
Agron
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items]
Acquisition date	Mar. 19, 2021
Revenue	$ 230
Net Income	$ 22
Aquarius
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items]
Acquisition date	Mar. 15, 2021
Revenue	$ 185
Net Income	$ 16
55 Hydro
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items]
Acquisition date	Mar. 15, 2021
Revenue	$ 328
Net Income	$ 32
Charcoir
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items]
Acquisition date	Mar. 12, 2021
Revenue	$ 276
Net Income	$ 101
San Diego Hydro
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items]
Acquisition date	Feb. 22, 2021
Revenue	$ 1,001
Net Income	$ 117
Grow Warehouse
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items]
Acquisition date	Feb. 15, 2021
Revenue	$ 2,168
Net Income	$ 294
Grow Depot Maine
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items]
Acquisition date	Feb. 1, 2021
Revenue	$ 993
Net Income	$ 205
Indoor Garden
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items]
Acquisition date	Jan. 25, 2021
Revenue	$ 805
Net Income	$ 118

ACQUISITIONS - Schedule of pro

ACQUISITIONS - Schedule of pro forma consolidated income statement (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
2022 Acquisitions
Business Acquisition, Contingent Consideration [Line Items]
Revenue	$ 83,603	$ 93,458
Net income	$ (5,176)	6,147
2021 Acquisitions
Business Acquisition, Contingent Consideration [Line Items]
Revenue		99,095
Net income		$ 7,403

SEGMENTS - Narrative (Details)

SEGMENTS - Narrative (Details)	3 Months Ended	12 Months Ended
	Mar. 31, 2022segmentstoreproduct	Dec. 31, 2021segment
Segment Reporting Information [Line Items]
Number of reportable segments | segment	3	2
Number of stores	63
Retail
Segment Reporting Information [Line Items]
Number of stores	63
E-Commerce
Segment Reporting Information [Line Items]
Number of products | product	10,000

SEGMENTS - Schedule of Segment

SEGMENTS - Schedule of Segment Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Segment Reporting Information [Line Items]
Net sales	$ 81,767	$ 90,022
Gross profit	22,140	25,377
Income (Loss) from operations	(7,221)	7,736
Retail
Segment Reporting Information [Line Items]
Net sales	64,296	81,227
Gross profit	15,493	21,901
Income (Loss) from operations	(7,183)	6,258
E-Commerce
Segment Reporting Information [Line Items]
Net sales	5,268	5,960
Gross profit	1,745	1,997
Income (Loss) from operations	(432)	441
Distribution and other
Segment Reporting Information [Line Items]
Net sales	12,203	2,835
Gross profit	4,902	1,479
Income (Loss) from operations	$ 394	$ 1,037