Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 02, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 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 $0.001 per share | |
Trading Symbol | GRWG | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 60,929,095 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001604868 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 71,060 | $ 41,372 |
Marketable securities | 0 | 39,793 |
Accounts receivable, net of allowance for doubtful accounts of $1.1 million and $0.6 million at September 30, 2022 and December 31, 2021 | 10,147 | 5,741 |
Notes receivable, current, net of allowance for doubtful accounts of $1.3 million and $0.5 million at September 30, 2022 and December 31, 2021 | 1,247 | 2,440 |
Inventory | 89,080 | 105,571 |
Prepaid income taxes | 6,339 | 5,856 |
Prepaids and other current assets | 5,495 | 16,116 |
Total current assets | 183,368 | 216,889 |
Property and equipment, net | 29,846 | 24,116 |
Operating leases right-of-use assets | 44,510 | 43,730 |
Intangible assets, net | 32,611 | 48,402 |
Goodwill | 15,843 | 125,401 |
Other assets | 886 | 800 |
TOTAL ASSETS | 307,064 | 459,338 |
Current liabilities: | ||
Accounts payable | 16,133 | 17,033 |
Accrued liabilities | 1,984 | 2,044 |
Payroll and payroll tax liabilities | 4,394 | 7,440 |
Customer deposits | 5,390 | 11,686 |
Sales tax payable | 1,601 | 1,923 |
Current maturities of lease liability | 7,970 | 6,858 |
Current portion of long-term debt | 89 | 92 |
Total current liabilities | 37,561 | 47,076 |
Commitments and contingencies (Note 14) | ||
Deferred tax liability | 193 | 2,359 |
Operating lease liability, net of current maturities | 38,588 | 38,546 |
Long-term debt, net of current portion | 0 | 66 |
Other long-term liabilities | 111 | 0 |
Total liabilities | 76,453 | 88,047 |
Stockholders’ equity: | ||
Common stock; $0.001 par value; 100,000,000 shares authorized, 60,859,674 and 59,928,564 shares issued and outstanding as of September 30, 2022 and December 31, 2021 | 61 | 60 |
Additional paid-in capital | 369,164 | 361,087 |
Retained earnings (deficit) | (138,614) | 10,144 |
Total stockholders’ equity | 230,611 | 371,291 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 307,064 | $ 459,338 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for credit loss, current | $ 1.1 | $ 0.6 |
Notes receivable, allowance for credit loss, current | $ 1.3 | $ 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) | 60,859,674 | 59,928,564 |
Common stock, shares, outstanding (in shares) | 60,859,674 | 59,928,564 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Net sales | $ 70,850 | $ 116,003 | $ 223,710 | $ 331,910 |
Cost of sales (exclusive of depreciation and amortization shown below) | 52,516 | 81,940 | 163,009 | 236,757 |
Gross profit | 18,334 | 34,063 | 60,701 | 95,153 |
Operating expenses: | ||||
Store operations and other operational expenses | 13,585 | 14,842 | 41,884 | 35,648 |
Selling, general, and administrative | 8,796 | 10,530 | 28,164 | 28,102 |
Bad debt expense | 172 | 477 | 1,774 | 873 |
Depreciation and amortization | 3,875 | 3,539 | 13,164 | 8,510 |
Impairment loss | 0 | 0 | 127,831 | 0 |
Total operating expenses | 26,428 | 29,388 | 212,817 | 73,133 |
Income (Loss) from operations | (8,094) | 4,675 | (152,116) | 22,020 |
Other income (expense): | ||||
Other income (expense) | 34 | 78 | 547 | 32 |
Interest income | 143 | 395 | 190 | 435 |
Interest expense | (3) | (25) | (16) | (31) |
Total non-operating income (expense), net | 174 | 448 | 721 | 436 |
Net income (loss) before taxes | (7,920) | 5,123 | (151,395) | 22,456 |
Benefit (provision) for income taxes | 718 | (1,096) | 2,637 | (5,569) |
Net income (loss) | $ (7,202) | $ 4,027 | $ (148,758) | $ 16,887 |
Net income (loss) per share, basic (in dollars per share) | $ (0.12) | $ 0.07 | $ (2.45) | $ 0.29 |
Net income (loss) per share, diluted (in dollars per share) | $ (0.12) | $ 0.07 | $ (2.45) | $ 0.28 |
Weighted average shares outstanding, basic (in shares) | 60,855 | 58,531 | 60,771 | 58,994 |
Weighted average shares outstanding, diluted (in shares) | 60,855 | 59,490 | 60,771 | 60,108 |
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 | 57,152,000 | |||
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) | 256,000 | |||
Common stock issued upon warrant exercise | 335 | 335 | ||
Common stock issued upon cashless warrant exercise (in shares) | 657,000 | |||
Common stock issued upon cashless warrant exercise | 0 | $ 1 | (1) | |
Common stock issued upon exercise of options (in shares) | 469,000 | |||
Common stock issued upon exercise of options | 1,754 | $ 1 | 1,753 | |
Common stock issued upon cashless exercise of options (in shares) | 325,000 | |||
Common stock issued in connection with business combinations (in shares) | 736,000 | |||
Common stock issued in connection with business combinations | 36,251 | $ 1 | 36,250 | |
Common stock issued for assets (in shares) | 300,000 | |||
Common stock issued for services (in shares) | (90,000) | |||
Common stock issued for share based compensation (in shares) | (35,000) | |||
Common stock issued for share based compensation | (3,734) | (3,734) | ||
Share based compensation | 4,417 | 4,417 | ||
Net income (loss) | 16,887 | 16,887 | ||
Ending balances (in shares) at Sep. 30, 2021 | 59,770,000 | |||
Ending balances at Sep. 30, 2021 | 372,907 | $ 60 | 358,602 | 14,245 |
Beginning balances (in shares) at Jun. 30, 2021 | 59,562,000 | |||
Beginning balances at Jun. 30, 2021 | 363,853 | $ 60 | 353,575 | 10,218 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Common stock issued for share based compensation (in shares) | 61,000 | |||
Common stock issued for share based compensation | 220 | 220 | ||
Common stock issued upon cashless warrant exercise (in shares) | 5,000 | |||
Common stock issued upon exercise of options (in shares) | 8,000 | |||
Common stock issued upon exercise of options | 22 | 22 | ||
Common stock issued upon cashless exercise of options (in shares) | 47,000 | |||
Common stock issued in connection with business combinations (in shares) | 87,000 | |||
Common stock issued in connection with business combinations | 3,063 | 3,063 | ||
Share based compensation | 1,722 | 1,722 | ||
Net income (loss) | 4,027 | 4,027 | ||
Ending balances (in shares) at Sep. 30, 2021 | 59,770,000 | |||
Ending balances at Sep. 30, 2021 | 372,907 | $ 60 | 358,602 | 14,245 |
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 for share based compensation (in shares) | 255,000 | |||
Common stock withheld for employee payroll taxes | $ (1,465) | (1,465) | ||
Common stock issued upon cashless warrant exercise (in shares) | 14,000 | |||
Common stock issued upon exercise of options (in shares) | 26,000 | |||
Common stock issued upon cashless exercise of options (in shares) | 12,000 | |||
Common stock issued in connection with business combinations (in shares) | 650,000 | |||
Common stock issued in connection with business combinations | $ 5,750 | $ 1 | 5,749 | |
Share based compensation | 3,793 | 3,793 | ||
Net income (loss) | (148,758) | (148,758) | ||
Ending balances (in shares) at Sep. 30, 2022 | 60,860,000 | |||
Ending balances at Sep. 30, 2022 | 230,611 | $ 61 | 369,164 | (138,614) |
Beginning balances (in shares) at Jun. 30, 2022 | 60,782,000 | |||
Beginning balances at Jun. 30, 2022 | 236,726 | $ 61 | 368,077 | (131,412) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Common stock issued for share based compensation (in shares) | 78,000 | |||
Common stock withheld for employee payroll taxes | (17) | (17) | ||
Share based compensation | 1,104 | 1,104 | ||
Net income (loss) | (7,202) | (7,202) | ||
Ending balances (in shares) at Sep. 30, 2022 | 60,860,000 | |||
Ending balances at Sep. 30, 2022 | $ 230,611 | $ 61 | $ 369,164 | $ (138,614) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (148,758) | $ 16,887 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 13,164 | 8,510 |
Stock-based compensation expense | 3,980 | 5,347 |
Bad debt expense, net of recoveries | 1,774 | 873 |
Gain on asset disposition | 629 | 0 |
Impairment loss | 127,831 | 0 |
Deferred taxes | (2,166) | 1,601 |
Changes in operating assets and liabilities (net of the effect of acquisitions): | ||
Accounts and notes receivable | (4,987) | (8,397) |
Inventory | 20,622 | (46,030) |
Prepaid expenses and other assets | 10,718 | (18,960) |
Accounts payable and accrued liabilities | (2,405) | 26,338 |
Operating leases | 374 | 1,013 |
Payroll and payroll tax liabilities | (3,046) | 4,050 |
Customer deposits | (7,538) | 8,419 |
Sales tax payable | (322) | 2,215 |
Net cash provided by (used in) operating activities | 9,870 | 1,866 |
Cash flows from investing activities: | ||
Acquisitions, net of cash acquired | (6,806) | (71,813) |
Purchase of marketable securities | 0 | (75,000) |
Maturities from marketable securities | 39,793 | 45,039 |
Purchase of property and equipment | (11,635) | (10,756) |
Purchase of intangibles | 0 | (2,311) |
Net cash provided by (used in) investing activities | 21,352 | (114,841) |
Cash flows from financing activities: | ||
Principal payments on long term debt | (69) | (38) |
Common stock withheld for employee payroll taxes | (1,465) | (3,954) |
Proceeds from the sale of common stock and exercise of warrants, net of expenses | 0 | 2,090 |
Net cash provided by (used in) financing activities | (1,534) | (1,902) |
Net change | 29,688 | (114,877) |
Cash and cash equivalents at the beginning of period | 41,372 | 177,912 |
Cash and cash equivalents at the end of period | 71,060 | 63,035 |
Supplemental disclosures of non-cash activities: | ||
Cash paid for interest | 16 | 31 |
Common stock issued for business combination | 5,750 | 36,250 |
Right of use assets acquired under new operating leases | 6,221 | 26,115 |
Indemnity holdback from business acquisition | 875 | 0 |
Cash paid for income taxes | $ 0 | $ 4,275 |
GENERAL
GENERAL | 9 Months Ended |
Sep. 30, 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. As of September 30, 2022, the Company owns and operates a chain of 61 retail hydroponic/gardening stores across 15 states, an online e-commerce platform, and proprietary brands and private label brands that we market grow 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. 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 share and per share data, are in thousands (000). Use of Estimates Management uses estimates and assumptions in preparing these consolidated financial statements in accordance with generally accepted accounting principles. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported revenues and expenses during the reporting period. Actual results could vary from the estimates that were used. 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). Although 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, we have experienced minimal business interruption as a result of the COVID-19 pandemic. 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. Immaterial out-of-period adjustments During the nine months ended September 30, 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 September 30, 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 nine months ended September 30, 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 September 30, 2021 was that $41.0 million of revenue, $13.7 million of gross margin, and $3.1 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 consolidated financial statements in accordance with SEC Staff Accounting Bulletin No. 99. The Company concluded that the omission was not material to any of the previously issued consolidated financial statements and began reporting segments results in accordance with ASC 280 on a prospective basis starting with the quarter ended March 31, 2022. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 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 judgement. Accordingly, the degree of judgement 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 September 30, December 31, Marketable securities 2 $ — $ 39,793 |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 9 Months Ended |
Sep. 30, 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. 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. ASU No. 2016-13 was effective January 1, 2020. The Company is in the process of evaluating the impact of this standard. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | REVENUE RECOGNITION The following table disaggregates revenue by source: Three Months Ended September 30, 2022 Three Months Ended September 30, 2021 Nine Months Ended September 30, 2022 Nine Months Ended September 30, 2021 Sales at company owned stores $ 47,948 $ 100,799 $ 167,598 $ 290,937 Distribution and other 19,829 4,696 44,076 12,519 E-commerce sales 3,073 10,508 12,036 28,454 Total Net Sales $ 70,850 $ 116,003 $ 223,710 $ 331,910 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, September 30, 2022 10,147 5,390 Increase (decrease) $ 4,406 $ (6,296) Opening balance, January 1, 2021 $ 3,901 $ 5,155 Closing balance, September 30, 2021 6,953 13,743 Increase (decrease) $ 3,052 $ 8,588 Of the total amount of customer deposit liability as of January 1, 2022, $11.1 million was reported as revenue during the nine months ended September 30, 2022. Of the total amount of customer deposit liability as of January 1, 2021, $3.7 million was reported as revenue during the nine months ended September 30, 2021. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT September 30, December 31, Vehicles $ 2,432 $ 2,258 Building 2,121 1,187 Leasehold improvements 11,502 9,186 Furniture, fixtures and equipment 12,909 10,992 Capitalized software 2,580 4,753 Construction-in-progress 10,665 2,948 Total property and equipment, gross 42,209 31,324 Accumulated depreciation (12,363) (7,208) Property and equipment, net $ 29,846 $ 24,116 Depreciation expense for the three and nine months ended September 30, 2022 was $1.7 million and $5.4 million. Depreciation expense for the three and nine months ended September 30, 2021 was $0.9 million and $2.4 million. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS The Company performs its goodwill impairment testing annually during the fourth quarter, or more frequently if events or if circumstances were to occur that would more likely than not reduce the fair value of our reporting unit below its carrying amount. The Company would recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill. The adjusted carrying amount of goodwill shall be its new accounting basis. During the second quarter of 2022, the Company’s market capitalization fell below total net assets. In addition, financial performance continued to weaken during the quarter, which is contrary to prior experience. Management reassessed business performance expectations, following persistent adverse developments in equity markets, deterioration in the environment in which we operate, inflation, lower than expected sales, and an increase in operating expenses. These indicators, in the aggregate, required impairment testing for finite-lived intangible assets at the asset group level and goodwill at the reporting unit level. Under ASC 360, we performed a cash recoverability test on the following intangible assets: customer relationships, trade name, and non-compete. The carrying amounts of any assets that are not within the scope of ASC 360-10, other than goodwill, were adjusted for impairment, as necessary, prior to testing long-lived assets and goodwill. The Company recognized impairment losses as disclosed in the table below. For goodwill impairment testing purposes, the Company determined four reporting units, three of which were subject to a quantitative assessment. We determined fair value using the income approach, where estimated future returns are discounted to present value at an appropriate rate of return. The Company completed its interim goodwill impairment test as of June 30, 2022 and recognized impairment losses as disclosed in the table below. The changes in goodwill are as follows: September 30, 2022 December 31, Balance, beginning of period $ 125,401 $ 62,951 Goodwill additions and measurement period adjustments 7,099 62,450 Impairment (116,657) — Balance, end of period $ 15,843 $ 125,401 The goodwill balance and impairment by segment are as follows: Retail E-commerce Distribution Total Gross carrying value December 31, 2020 $ 55,180 $ 2,911 $ 4,860 $ 62,951 Acquisitions & measurement period adjustments 47,583 8,748 6,119 62,450 Gross carrying value December 31, 2021 102,763 11,659 10,979 125,401 Acquisitions & measurement period adjustments 331 (341) 7,109 7,099 Gross carrying value, September 30, 2022 $ 103,094 $ 11,318 $ 18,088 $ 132,500 Accumulated impairment losses December 31, 2020 $ — $ — $ — $ — Impairment — — — — Accumulated impairment losses December 31, 2021 — — — — Impairment (103,094) (9,848) (3,715) (116,657) Accumulated impairment losses September 30, 2022 $ (103,094) $ (9,848) $ (3,715) $ (116,657) Net carrying value at December 31, 2021 $ 102,763 $ 11,659 $ 10,979 $ 125,401 Net carrying value at September 30, 2022 $ — $ 1,470 $ 14,373 $ 15,843 A summary of intangible assets is as follows: Weighted-Average Amortization Period of Intangible Assets as of September 30, 2022 (in years) Trade names 3.43 Patents 3.34 Customer relationships 4.75 Non-competes 2.11 Intellectual property 3.42 Total 3.64 Intangible assets consist of the following: September 30, 2022 Gross Accumulated Net Trade names $ 28,774 $ (9,254) $ 19,520 Patents 100 (52) 48 Customer relationships 17,102 (5,909) 11,193 Non-competes 932 (493) 439 Intellectual property 2,065 (654) 1,411 Total $ 48,973 $ (16,362) $ 32,611 December 31, 2021 Gross Accumulated Net Trade names $ 28,300 $ (4,948) $ 23,352 Patents 100 (42) 58 Customer relationships 25,175 (3,055) 22,120 Non-competes 1,384 (233) 1,151 Intellectual property 2,065 (344) 1,721 Total $ 57,024 $ (8,622) $ 48,402 Intangibles and impairment by segment are as follows: Retail E-commerce Distribution Total Gross carrying value December 31, 2020 17,635 — 3,481 21,116 Acquisitions & measurement period adjustments 20,190 2,501 13,217 35,908 Gross carrying value December 31, 2021 37,825 2,501 16,698 57,024 Acquisitions & measurement period adjustments (58) — 3,181 3,123 Gross carrying value, September 30, 2022 37,767 2,501 19,879 60,147 Accumulated amortization December 31, 2020 (540) — (27) (567) Amortization (5,745) (354) (1,956) (8,055) Accumulated amortization December 31, 2021 (6,285) (354) (1,983) (8,622) Amortization (4,720) (348) (2,672) (7,740) Accumulated amortization September 30, 2022 (11,005) (702) (4,655) (16,362) Accumulated impairment losses December 31, 2020 — — — — Impairments — — — — Accumulated impairment losses December 31, 2021 — — — — Impairments (11,079) (95) — (11,174) Accumulated impairment losses September 30, 2022 (11,079) (95) — (11,174) Net carrying value at December 31, 2021 31,540 2,147 14,715 48,402 Net carrying value at September 30, 2022 15,683 1,704 15,224 32,611 Amortization expense for the three and nine months ended September 30, 2022 was $2.2 million and $7.7 million. Amortization expense for the three and nine months ended September 30, 2021 was $2.6 million and $6.1 million. Future amortization expense is as follows: 2022, remainder $ 2,196 2023 8,785 2024 8,668 2025 8,295 2026 3,532 Thereafter 1,135 Total $ 32,611 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES For the three months ended September 30, 2022, the effective tax rate is 9.07% which decreased from 21.39% for the three months ended September 30, 2021. For the nine months ended September 30, 2022, the effective tax rate is 1.74%, which decreased from 24.80% at September 30, 2021. The decrease in the effective tax rate is primarily due to the Company recording a valuation allowance against deferred tax assets. The effective tax rate for the nine months ended September 30, 2022 is lower than the US federal statutory rate of 21.0%, which is also primarily due to the Company recording a valuation allowance against deferred tax assets. The Company has evaluated positive and negative evidence and has concluded that its deferred tax assets are not expected to be realizable and has recorded a valuation allowance in the current period. |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 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 to 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-cancellable 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. September 30, December 31, Right of use assets, operating lease assets $ 44,510 $ 43,730 Current lease liability $ 7,970 $ 6,858 Non-current lease liability 38,588 38,546 Total lease liability $ 46,558 $ 45,404 September 30, September 30, Weighted average remaining lease term 6.68 years 6.89 years Weighted average discount rate 5.5 % 6.5 % Three Months Ended September 30, 2022 2021 Operating lease costs $ 2,615 2,139 Variable lease costs 664 — Short-term lease costs 69 103 Total operating lease costs $ 3,348 $ 2,242 Nine Months Ended 2022 2021 Operating lease costs $ 8,060 $ 5,687 Variable lease costs 2,004 — Short-term lease costs 306 1,212 Total operating lease costs $ 10,370 $ 6,899 The following table presents the maturity of the Company’s operating lease liabilities as of September 30, 2022 : 2022 (remainder of the year) $ 2,614 2023 10,121 2024 8,971 2025 7,914 2026 6,291 Thereafter 20,041 Total lease payments 55,952 Less: Imputed interest (9,394) Lease Liability at September 30, 2022 $ 46,558 |
SHARE BASED PAYMENTS
SHARE BASED PAYMENTS | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 2022 and 2021: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Restricted stock $ 951 $ 1,576 $ 2,902 $ 3,511 Stock options — 162 59 721 Warrants 340 368 1,019 1,115 Total $ 1,291 $ 2,106 $ 3,980 $ 5,347 As of September 30, 2022, the Company had approximately $5.7 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 3.3 years. As of September 30, 2022, the Company also had approximately $1.5 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 1.3 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 is valued using market value on the grant date. Restricted stock activity for the nine months ended September 30, 2022 is presented in the following table: Shares Weighted Average Grant Date Fair Value Nonvested, December 31, 2021 483,750 $ 20.19 Granted 983,749 $ 9.21 Vested (294,566) $ 9.94 Forfeited (500,350) $ 20.05 Nonvested, September 30, 2022 672,583 $ 6.07 The table below summarizes all option activity under all plans during the nine months ended September 30, 2022: Options Shares Weighted - Weighted - Weighted - Outstanding at December 31, 2021 906,425 $ 4.38 2.85 $ 2.45 Granted — — — — Exercised (26,000) 4.14 — 1.92 Forfeited or expired (247,427) 5.36 — 2.97 Outstanding at September 30, 2022 632,998 $ 4.01 2.07 $ 2.26 Options vested at September 30, 2022 632,998 $ 4.01 2.07 $ 2.26 A summary of the status of the Company’s outstanding stock purchase warrants for the nine months ended September 30, 2022 is as follows: Warrants Weighted Average Outstanding at December 31, 2021 330,884 $ 22.14 Issued — — Exercised (48,387) 3.50 Forfeited — — Outstanding at September 30, 2022 282,497 $ 25.33 Liability Awards In August 2022, the Company issued certain stock awards classified as liabilities based on the guidance set forth at ASC 480-10-25 and ASC 718-10-25. These awards entitle the employees to receive a specified dollar value of common stock on future dates ranging from June 15, 2023, through June 15, 2025. The awards generally vest over three years subject to the employee’s continued employment. The aggregate face value of these awards as of September 30, 2022 amounted to $5.3 million. The Company recognizes compensation expense for these awards over the requisite service period. The expense related to the liability awards for the period ended September 30, 2022 was $0.2 million; the corresponding liability is included in accrued liabilities and other long-term liabilities on the Company’s balance sheet as of September 30, 2022. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | EARNINGS (LOSS) 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 nine months ended September 30, 2022 and 2021: Three Months Ended September 30, September 30, Net income (loss) $ (7,202) $ 4,027 Weighted average shares outstanding, basic 60,855 58,531 Effect of dilution — 959 Adjusted weighted average shares outstanding, dilutive 60,855 59,490 Basic earnings (loss) per share $ (0.12) $ 0.07 Dilutive earnings (loss) per share $ (0.12) $ 0.07 Nine Months Ended September 30, September 30, Net income (loss) $ (148,758) $ 16,887 Weighted average shares outstanding, basic 60,771 58,994 Effect of dilution — 1,114 Adjusted weighted average shares outstanding, dilutive 60,771 60,108 Basic earnings (loss) per share $ (2.45) $ 0.29 Dilutive earnings (loss) per share $ (2.45) $ 0.28 The following potentially outstanding restricted stock and stock options were excluded from the computation of diluted earnings per share because the effect would have been antidilutive: Three Months Ended September 30, September 30, Restricted stock 646 — Stock options 84 — Total 730 — Nine Months Ended September 30, September 30, Restricted stock 677 — Stock options 238 — Total 915 — |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Sep. 30, 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 nine months ended September 30, 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. Acquisition during the nine months ended September 30, 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 the assets 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 table below represents the allocation of the purchase price to the acquired net assets during the nine months ended September 30, 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 September 30, 2022. Revenue and earnings amounts include other proprietary brands now being included under HRG for operations. HRG Acquisition date February 1, 2022 Revenue 13,474 Net Income (loss) (209) 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 and nine months ended September 30, 2022 and 2021. Three months ended September 30, 2021 Nine Months Ended September 30, 2022 2021 Revenue $ 121,391 $ 235,443 $ 345,384 Net income (loss) $ 3,632 $ (149,316) $ 16,678 Acquisitions during 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 the assets 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 the assets 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 the assets 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 the assets 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 the assets 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 the assets 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 Hydroponics, a hydroponic and organic garden store in Springfield, Massachusetts. The total consideration for the purchase of the assets 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 the assets of Agron was approximately $11.3 million, including $6.0 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. On April 19, 2021, the Company purchased the assets of Grow Depot LLC ("Down River Hydro"), a hydroponic and indoor gardening supply store in Brownstown, Michigan. The total consideration for the purchase of the assets of Down River Hydro was approximately $4.4 million, including approximately $3.2 million in cash and common stock valued at approximately $1.2 million. Acquired goodwill of approximately $2.1 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. Down River Hydro is included in our Retail segment. On May 24, 2021, the Company purchased the assets of The Harvest Company ("Harvest"), a northern California-based hydroponic supply center and cultivation design innovator with stores in Redding and Trinity Counties. The total consideration for the purchase of the assets of Harvest was approximately $8.3 million, including approximately $5.6 million in cash and common stock valued at approximately $2.8 million. Acquired goodwill of approximately $4.6 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. Harvest is included in our Retail segment. On July 19, 2021, the Company purchased the assets of Aqua Serene, Inc., ("Aqua Serene"), an Oregon corporation which consists of an indoor/outdoor garden center with stores in Eugene and Ashland, Oregon. The total consideration for the purchase was approximately $11.7 million, including approximately $9.9 million in cash and common stock valued at approximately $1.8 million. Acquired goodwill of approximately $7.0 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. Aqua Serene is included in our Retail segment. On July 3, 2021, the Company purchased the assets of Mendocino Greenhouse & Garden Supply, Inc, ("Mendocino") a Northern California-based hydroponic garden center located in Mendocino, California. The purchase agreement was modified on July 19, 2021 to amend the purchase price. The total consideration for the purchase was approximately $4.0 million in cash. This acquisition allows the Company to expand its footprint in the Northern California. Acquired goodwill of approximately $2.1 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. Mendocino is included in our Retail segment. On August 24, 2021, the Company purchased the assets of Commercial Grow Supply, Inc. ("CGS"), a hydroponic superstore located in Santa Clarita, California. The total consideration for the purchase was approximately $7.2 million, including approximately $6.0 million in cash and common stock valued at approximately $1.3 million. Acquired goodwill of approximately $4.0 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. CGS is included in our Retail segment. On August 23, 2021 the Company purchased the assets of Hoagtech Hydroponics, Inc. ("Hoagtech"), a Washington -based corporation consisting of a hydroponic and garden supply center serving the Bellingham, Washington area. The total consideration for the purchase was approximately $3.9 million in cash. The Asset Purchase Agreement contains a contingent payment equal to approximately $0.6 million to be settled in common stock of the Company if this garden supply center reaches $8.0 million in revenue within a 12-month calendar period from the date of close. The Company used a third-party specialist to value this contingent consideration. The probability that the target will be reached was determined to be 5% which resulted in a value of approximately $28.5 thousand of contingent consideration which was added to goodwill. This acquisition expands our footprint in the Pacific Northwest. Acquired goodwill represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. Hoagtech is included in our Retail segment. On October 15, 2021, the Company purchased the assets of Indoor Store, LLC ("All Seasons Gardening"), an indoor-outdoor garden supply center specializing in hydroponics systems, lighting, and nutrients. All Seasons Gardening is the largest hydroponics retailer in New Mexico. The total consideration for the purchase was approximately $0.9 million, including approximately $0.7 million in cash and common stock valued at approximately $0.2 million. Acquired goodwill of approximately $0.5 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. All Seasons is included in our Retail segment. On December 31, 2021, the Company purchased the assets of Mobile Media, Inc and MMI Agriculture ("MMI"), a mobile shelving design and build facility. The total consideration for the purchase was approximately $9.1 million, including approximately $8.3 million in cash and common stock valued at approximately $0.8 million. Acquired goodwill of approximately $1.2 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. The measurement of the intangible assets for MMI is still provisional and may be subject to future adjustments as the Company obtains additional information to finalize the accounting for the acquisition. MMI is included in our Distribution and other segment. The table below represents the allocation of the purchase price to the acquired net assets during 2021. Agron Aquarius 55 Hydro Charcoir San Diego Hydro Grow Warehouse Grow Depot Maine Indoor Garden Downriver Inventory $ — $ 957 $ 780 $ 839 $ 1,400 $ 2,450 $ 326 $ 372 $ 824 Prepaids and other current assets 46 12 29 534 36 30 3 — 3 Furniture and equipment 29 63 50 — 315 250 25 94 50 Liabilities — — — — — (169) — — — Operating lease right of use asset 98 108 861 — 1,079 641 92 137 273 Operating lease liability (98) (108) (861) — (1,079) (641) (92) (137) (273) Customer relationships 832 339 809 5,712 605 1,256 549 210 634 Trade name 1,530 485 870 1,099 1,192 2,748 344 353 698 Non-compete 139 — 26 — 6 94 36 2 16 Intellectual property — — — 2,065 — — — — — Goodwill 8,673 1,702 3,915 6,119 5,728 11,120 866 661 2,126 Total $ 11,249 $ 3,558 $ 6,479 $ 16,368 $ 9,282 $ 17,779 $ 2,149 $ 1,692 $ 4,351 Harvest Aquaserene Mendocino CGS Hoagtech All Seasons MMI Total Inventory $ 1,204 $ 1,696 $ 753 $ 875 $ 751 $ 100 $ 3,530 $ 16,857 Prepaids and other current assets 7 2 1 1 37 1 — 742 Furniture and equipment 100 500 160 100 144 25 328 2,233 Liabilities — — — — (29) — (250) (448) Operating lease right to use asset 3,782 1,177 408 746 1,569 37 2,332 13,340 Operating lease liability (3,782) (1,177) (408) (746) (1,569) (37) (2,332) (13,340) Customer relationships 1,016 1,235 575 1,382 493 154 2,964 18,765 Trade name 1,392 1,231 414 852 428 117 1,039 14,792 Non-compete — 11 6 11 3 — 238 588 Intellectual property — — — — — — — 2,065 Goodwill 4,606 6,976 2,091 4,027 2,105 545 1,202 62,462 Total $ 8,325 11,651 4,000 $ 7,248 3,932 942 9,051 $ 118,056 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 Downriver Cash $ 5,973 $ 2,331 $ 5,347 $ 9,902 $ 4,751 $ 8,100 $ 1,738 $ 1,165 $ 3,177 Common stock 5,276 1,227 1,132 6,466 4,531 9,679 411 527 1,174 Total $ 11,249 $ 3,558 $ 6,479 $ 16,368 $ 9,282 $ 17,779 $ 2,149 $ 1,692 $ 4,351 Harvest Aquaserene Mendocino CGS Hoagtech All Seasons MMI Total Cash $ 5,561 $ 9,860 $ 4,000 $ 5,976 $ 3,932 $ 701 $ 8,270 $ 80,784 Common stock 2,764 1,791 — 1,272 — 241 781 37,272 Total $ 8,325 $ 11,651 $ 4,000 $ 7,248 $ 3,932 $ 942 $ 9,051 $ 118,056 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 September 30, 2021. Agron Aquarius 55 Hydro Charcoir San Diego Hydro Grow Warehouse Grow Depot Maine Indoor Garden Downriver 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 3/31/2021 Revenue $ 10,587 $ 5,555 $ 4,482 $ 4,048 $ 5,525 $ 10,153 $ 4,660 $ 4,508 $ 2,460 Net Income $ 149 $ 1,145 $ 393 $ 723 $ 839 $ 1,812 $ 907 $ 520 $ 277 Harvest Aquaserene Mendocino CGS Hoagtech All Seasons MMI Total Acquisition date 5/3/21 7/19/21 7/19/21 8/24/21 8/23/21 10/15/21 12/31/21 Revenue $ 4,444 1,590 1,085 447 483 — — $ 60,027 Net Income (loss) $ 756 331 158 (1) 36 — — $ 8,045 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 nine months ended September 30, 2021. Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 (Unaudited) (Unaudited) Revenue $ 146,030 $ 361,937 Net income $ 5,299 $ 23,276 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 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 September 30, 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 | 9 Months Ended |
Sep. 30, 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 – As of September 30, 2022, the Company owns and operates a chain of 61 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 PowerSi line of monosilicic acid products, a widely used nutrient additive for plants. On March 12, 2021, the Company purchased Charcoir, 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 September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net sales Retail $ 47,948 $ 100,799 $ 167,598 $ 290,937 E-Commerce 3,073 10,508 12,036 28,454 Distribution and other 19,829 4,696 44,076 12,519 Total $ 70,850 $ 116,003 $ 223,710 $ 331,910 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Gross profit Retail $ 10,354 $ 28,998 $ 41,448 $ 81,471 E-Commerce 826 3,295 3,280 8,222 Distribution and other 7,154 1,770 15,973 5,460 Total $ 18,334 $ 34,063 $ 60,701 $ 95,153 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Income (Loss) from operations Retail $ (23,653) $ 4,041 $ (137,939) $ 18,946 E-Commerce (2,830) (30) (11,869) 396 Distribution and other 18,389 664 (2,308) 2,678 Total $ (8,094) $ 4,675 $ (152,116) $ 22,020 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Subsequent Events In October 2022, the Company invested approximately $32.0 million in three to six-month corporate bonds and treasury bills. On October 12, 2022, the Company purchased certain assets from V&W Ag Consulting, LLC )(“VW”). VW develops, formulates, procures, sells, and distributes products for the horticulture and agricultural industries. The total consideration for the purchase was common stock worth approximately $0.3 million, including an indemnity holdback payment of common stock worth approximately $0.1 million. |
GENERAL (Policies)
GENERAL (Policies) | 9 Months Ended |
Sep. 30, 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. 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 share and per share data, are in thousands (000). |
Use of Estimates and Immaterial out-of-period adjustments | Use of Estimates Management uses estimates and assumptions in preparing these consolidated financial statements in accordance with generally accepted accounting principles. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported revenues and expenses during the reporting period. Actual results could vary from the estimates that were used. Immaterial out-of-period adjustments During the nine months ended September 30, 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 September 30, 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 nine months ended September 30, 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 September 30, 2021 was that $41.0 million of revenue, $13.7 million of gross margin, and $3.1 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 consolidated financial statements in accordance with SEC Staff Accounting Bulletin No. 99. The Company concluded that the omission was not material to any of the previously issued consolidated financial statements and began reporting segments results in accordance with ASC 280 on a prospective basis starting with the quarter ended March 31, 2022. |
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). Although 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, we have experienced minimal business interruption as a result of the COVID-19 pandemic. 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. |
New Accounting Pronouncements and Accounting Pronouncements Not Yet Adopted | 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. 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. ASU No. 2016-13 was effective January 1, 2020. The Company is in the process of evaluating the impact of this standard. |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value of impaired notes receivable | Level September 30, December 31, Marketable securities 2 $ — $ 39,793 |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregation of revenues | The following table disaggregates revenue by source: Three Months Ended September 30, 2022 Three Months Ended September 30, 2021 Nine Months Ended September 30, 2022 Nine Months Ended September 30, 2021 Sales at company owned stores $ 47,948 $ 100,799 $ 167,598 $ 290,937 Distribution and other 19,829 4,696 44,076 12,519 E-commerce sales 3,073 10,508 12,036 28,454 Total Net Sales $ 70,850 $ 116,003 $ 223,710 $ 331,910 |
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, September 30, 2022 10,147 5,390 Increase (decrease) $ 4,406 $ (6,296) Opening balance, January 1, 2021 $ 3,901 $ 5,155 Closing balance, September 30, 2021 6,953 13,743 Increase (decrease) $ 3,052 $ 8,588 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | September 30, December 31, Vehicles $ 2,432 $ 2,258 Building 2,121 1,187 Leasehold improvements 11,502 9,186 Furniture, fixtures and equipment 12,909 10,992 Capitalized software 2,580 4,753 Construction-in-progress 10,665 2,948 Total property and equipment, gross 42,209 31,324 Accumulated depreciation (12,363) (7,208) Property and equipment, net $ 29,846 $ 24,116 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | The changes in goodwill are as follows: September 30, 2022 December 31, Balance, beginning of period $ 125,401 $ 62,951 Goodwill additions and measurement period adjustments 7,099 62,450 Impairment (116,657) — Balance, end of period $ 15,843 $ 125,401 The goodwill balance and impairment by segment are as follows: Retail E-commerce Distribution Total Gross carrying value December 31, 2020 $ 55,180 $ 2,911 $ 4,860 $ 62,951 Acquisitions & measurement period adjustments 47,583 8,748 6,119 62,450 Gross carrying value December 31, 2021 102,763 11,659 10,979 125,401 Acquisitions & measurement period adjustments 331 (341) 7,109 7,099 Gross carrying value, September 30, 2022 $ 103,094 $ 11,318 $ 18,088 $ 132,500 Accumulated impairment losses December 31, 2020 $ — $ — $ — $ — Impairment — — — — Accumulated impairment losses December 31, 2021 — — — — Impairment (103,094) (9,848) (3,715) (116,657) Accumulated impairment losses September 30, 2022 $ (103,094) $ (9,848) $ (3,715) $ (116,657) Net carrying value at December 31, 2021 $ 102,763 $ 11,659 $ 10,979 $ 125,401 Net carrying value at September 30, 2022 $ — $ 1,470 $ 14,373 $ 15,843 |
Schedule of intangible assets | A summary of intangible assets is as follows: Weighted-Average Amortization Period of Intangible Assets as of September 30, 2022 (in years) Trade names 3.43 Patents 3.34 Customer relationships 4.75 Non-competes 2.11 Intellectual property 3.42 Total 3.64 Intangible assets consist of the following: September 30, 2022 Gross Accumulated Net Trade names $ 28,774 $ (9,254) $ 19,520 Patents 100 (52) 48 Customer relationships 17,102 (5,909) 11,193 Non-competes 932 (493) 439 Intellectual property 2,065 (654) 1,411 Total $ 48,973 $ (16,362) $ 32,611 December 31, 2021 Gross Accumulated Net Trade names $ 28,300 $ (4,948) $ 23,352 Patents 100 (42) 58 Customer relationships 25,175 (3,055) 22,120 Non-competes 1,384 (233) 1,151 Intellectual property 2,065 (344) 1,721 Total $ 57,024 $ (8,622) $ 48,402 Intangibles and impairment by segment are as follows: Retail E-commerce Distribution Total Gross carrying value December 31, 2020 17,635 — 3,481 21,116 Acquisitions & measurement period adjustments 20,190 2,501 13,217 35,908 Gross carrying value December 31, 2021 37,825 2,501 16,698 57,024 Acquisitions & measurement period adjustments (58) — 3,181 3,123 Gross carrying value, September 30, 2022 37,767 2,501 19,879 60,147 Accumulated amortization December 31, 2020 (540) — (27) (567) Amortization (5,745) (354) (1,956) (8,055) Accumulated amortization December 31, 2021 (6,285) (354) (1,983) (8,622) Amortization (4,720) (348) (2,672) (7,740) Accumulated amortization September 30, 2022 (11,005) (702) (4,655) (16,362) Accumulated impairment losses December 31, 2020 — — — — Impairments — — — — Accumulated impairment losses December 31, 2021 — — — — Impairments (11,079) (95) — (11,174) Accumulated impairment losses September 30, 2022 (11,079) (95) — (11,174) Net carrying value at December 31, 2021 31,540 2,147 14,715 48,402 Net carrying value at September 30, 2022 15,683 1,704 15,224 32,611 |
Schedule of future amortization expense | Amortization expense for the three and nine months ended September 30, 2022 was $2.2 million and $7.7 million. Amortization expense for the three and nine months ended September 30, 2021 was $2.6 million and $6.1 million. Future amortization expense is as follows: 2022, remainder $ 2,196 2023 8,785 2024 8,668 2025 8,295 2026 3,532 Thereafter 1,135 Total $ 32,611 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Schedule of lease balances within our condensed consolidated balance sheet | September 30, December 31, Right of use assets, operating lease assets $ 44,510 $ 43,730 Current lease liability $ 7,970 $ 6,858 Non-current lease liability 38,588 38,546 Total lease liability $ 46,558 $ 45,404 |
Schedule of other information related to leases | September 30, September 30, Weighted average remaining lease term 6.68 years 6.89 years Weighted average discount rate 5.5 % 6.5 % |
Schedule of operating lease assets | Three Months Ended September 30, 2022 2021 Operating lease costs $ 2,615 2,139 Variable lease costs 664 — Short-term lease costs 69 103 Total operating lease costs $ 3,348 $ 2,242 Nine Months Ended 2022 2021 Operating lease costs $ 8,060 $ 5,687 Variable lease costs 2,004 — Short-term lease costs 306 1,212 Total operating lease costs $ 10,370 $ 6,899 |
Schedule of Operating Lease Liabilities Maturity | The following table presents the maturity of the Company’s operating lease liabilities as of September 30, 2022 : 2022 (remainder of the year) $ 2,614 2023 10,121 2024 8,971 2025 7,914 2026 6,291 Thereafter 20,041 Total lease payments 55,952 Less: Imputed interest (9,394) Lease Liability at September 30, 2022 $ 46,558 |
SHARE BASED PAYMENTS (Tables)
SHARE BASED PAYMENTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of share-based payment expense | The following table presents share-based payment expense for the three and nine months ended September 30, 2022 and 2021: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Restricted stock $ 951 $ 1,576 $ 2,902 $ 3,511 Stock options — 162 59 721 Warrants 340 368 1,019 1,115 Total $ 1,291 $ 2,106 $ 3,980 $ 5,347 |
Schedule of company’s outstanding stock purchase warrants | Restricted stock activity for the nine months ended September 30, 2022 is presented in the following table: Shares Weighted Average Grant Date Fair Value Nonvested, December 31, 2021 483,750 $ 20.19 Granted 983,749 $ 9.21 Vested (294,566) $ 9.94 Forfeited (500,350) $ 20.05 Nonvested, September 30, 2022 672,583 $ 6.07 |
Schedule of company’s outstanding stock purchase warrants | The table below summarizes all option activity under all plans during the nine months ended September 30, 2022: Options Shares Weighted - Weighted - Weighted - Outstanding at December 31, 2021 906,425 $ 4.38 2.85 $ 2.45 Granted — — — — Exercised (26,000) 4.14 — 1.92 Forfeited or expired (247,427) 5.36 — 2.97 Outstanding at September 30, 2022 632,998 $ 4.01 2.07 $ 2.26 Options vested at September 30, 2022 632,998 $ 4.01 2.07 $ 2.26 |
Schedule of company’s outstanding stock purchase warrants | A summary of the status of the Company’s outstanding stock purchase warrants for the nine months ended September 30, 2022 is as follows: Warrants Weighted Average Outstanding at December 31, 2021 330,884 $ 22.14 Issued — — Exercised (48,387) 3.50 Forfeited — — Outstanding at September 30, 2022 282,497 $ 25.33 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 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 nine months ended September 30, 2022 and 2021: Three Months Ended September 30, September 30, Net income (loss) $ (7,202) $ 4,027 Weighted average shares outstanding, basic 60,855 58,531 Effect of dilution — 959 Adjusted weighted average shares outstanding, dilutive 60,855 59,490 Basic earnings (loss) per share $ (0.12) $ 0.07 Dilutive earnings (loss) per share $ (0.12) $ 0.07 Nine Months Ended September 30, September 30, Net income (loss) $ (148,758) $ 16,887 Weighted average shares outstanding, basic 60,771 58,994 Effect of dilution — 1,114 Adjusted weighted average shares outstanding, dilutive 60,771 60,108 Basic earnings (loss) per share $ (2.45) $ 0.29 Dilutive earnings (loss) per share $ (2.45) $ 0.28 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potentially outstanding restricted stock and stock options were excluded from the computation of diluted earnings per share because the effect would have been antidilutive: Three Months Ended September 30, September 30, Restricted stock 646 — Stock options 84 — Total 730 — Nine Months Ended September 30, September 30, Restricted stock 677 — Stock options 238 — Total 915 — |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 30, 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 nine months ended September 30, 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 2021. Agron Aquarius 55 Hydro Charcoir San Diego Hydro Grow Warehouse Grow Depot Maine Indoor Garden Downriver Inventory $ — $ 957 $ 780 $ 839 $ 1,400 $ 2,450 $ 326 $ 372 $ 824 Prepaids and other current assets 46 12 29 534 36 30 3 — 3 Furniture and equipment 29 63 50 — 315 250 25 94 50 Liabilities — — — — — (169) — — — Operating lease right of use asset 98 108 861 — 1,079 641 92 137 273 Operating lease liability (98) (108) (861) — (1,079) (641) (92) (137) (273) Customer relationships 832 339 809 5,712 605 1,256 549 210 634 Trade name 1,530 485 870 1,099 1,192 2,748 344 353 698 Non-compete 139 — 26 — 6 94 36 2 16 Intellectual property — — — 2,065 — — — — — Goodwill 8,673 1,702 3,915 6,119 5,728 11,120 866 661 2,126 Total $ 11,249 $ 3,558 $ 6,479 $ 16,368 $ 9,282 $ 17,779 $ 2,149 $ 1,692 $ 4,351 Harvest Aquaserene Mendocino CGS Hoagtech All Seasons MMI Total Inventory $ 1,204 $ 1,696 $ 753 $ 875 $ 751 $ 100 $ 3,530 $ 16,857 Prepaids and other current assets 7 2 1 1 37 1 — 742 Furniture and equipment 100 500 160 100 144 25 328 2,233 Liabilities — — — — (29) — (250) (448) Operating lease right to use asset 3,782 1,177 408 746 1,569 37 2,332 13,340 Operating lease liability (3,782) (1,177) (408) (746) (1,569) (37) (2,332) (13,340) Customer relationships 1,016 1,235 575 1,382 493 154 2,964 18,765 Trade name 1,392 1,231 414 852 428 117 1,039 14,792 Non-compete — 11 6 11 3 — 238 588 Intellectual property — — — — — — — 2,065 Goodwill 4,606 6,976 2,091 4,027 2,105 545 1,202 62,462 Total $ 8,325 11,651 4,000 $ 7,248 3,932 942 9,051 $ 118,056 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 Downriver Cash $ 5,973 $ 2,331 $ 5,347 $ 9,902 $ 4,751 $ 8,100 $ 1,738 $ 1,165 $ 3,177 Common stock 5,276 1,227 1,132 6,466 4,531 9,679 411 527 1,174 Total $ 11,249 $ 3,558 $ 6,479 $ 16,368 $ 9,282 $ 17,779 $ 2,149 $ 1,692 $ 4,351 Harvest Aquaserene Mendocino CGS Hoagtech All Seasons MMI Total Cash $ 5,561 $ 9,860 $ 4,000 $ 5,976 $ 3,932 $ 701 $ 8,270 $ 80,784 Common stock 2,764 1,791 — 1,272 — 241 781 37,272 Total $ 8,325 $ 11,651 $ 4,000 $ 7,248 $ 3,932 $ 942 $ 9,051 $ 118,056 |
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 September 30, 2022. Revenue and earnings amounts include other proprietary brands now being included under HRG for operations. HRG Acquisition date February 1, 2022 Revenue 13,474 Net Income (loss) (209) 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 September 30, 2021. Agron Aquarius 55 Hydro Charcoir San Diego Hydro Grow Warehouse Grow Depot Maine Indoor Garden Downriver 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 3/31/2021 Revenue $ 10,587 $ 5,555 $ 4,482 $ 4,048 $ 5,525 $ 10,153 $ 4,660 $ 4,508 $ 2,460 Net Income $ 149 $ 1,145 $ 393 $ 723 $ 839 $ 1,812 $ 907 $ 520 $ 277 Harvest Aquaserene Mendocino CGS Hoagtech All Seasons MMI Total Acquisition date 5/3/21 7/19/21 7/19/21 8/24/21 8/23/21 10/15/21 12/31/21 Revenue $ 4,444 1,590 1,085 447 483 — — $ 60,027 Net Income (loss) $ 756 331 158 (1) 36 — — $ 8,045 |
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 and nine months ended September 30, 2022 and 2021. Three months ended September 30, 2021 Nine Months Ended September 30, 2022 2021 Revenue $ 121,391 $ 235,443 $ 345,384 Net income (loss) $ 3,632 $ (149,316) $ 16,678 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 nine months ended September 30, 2021. Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 (Unaudited) (Unaudited) Revenue $ 146,030 $ 361,937 Net income $ 5,299 $ 23,276 |
SEGMENTS (Tables)
SEGMENTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Selected information by segment is presented in the following tables: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net sales Retail $ 47,948 $ 100,799 $ 167,598 $ 290,937 E-Commerce 3,073 10,508 12,036 28,454 Distribution and other 19,829 4,696 44,076 12,519 Total $ 70,850 $ 116,003 $ 223,710 $ 331,910 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Gross profit Retail $ 10,354 $ 28,998 $ 41,448 $ 81,471 E-Commerce 826 3,295 3,280 8,222 Distribution and other 7,154 1,770 15,973 5,460 Total $ 18,334 $ 34,063 $ 60,701 $ 95,153 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Income (Loss) from operations Retail $ (23,653) $ 4,041 $ (137,939) $ 18,946 E-Commerce (2,830) (30) (11,869) 396 Distribution and other 18,389 664 (2,308) 2,678 Total $ (8,094) $ 4,675 $ (152,116) $ 22,020 |
GENERAL - Narrative (Details)
GENERAL - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 USD ($) store state | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) store state | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Accounting Policies [Abstract] | |||||
Number of stores | store | 61 | 61 | |||
Number of states in which entity operates | state | 15 | 15 | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Operating leases right-of-use assets | $ 44,510 | $ 44,510 | $ 43,730 | ||
Operating lease liability | 46,558 | 46,558 | 45,404 | ||
Net sales | 70,850 | $ 116,003 | 223,710 | $ 331,910 | |
Gross profit | 18,334 | 34,063 | 60,701 | 95,153 | |
Operating income | (8,094) | 4,675 | (152,116) | 22,020 | |
Distribution and other | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Net sales | 19,829 | 4,696 | 44,076 | 12,519 | |
Gross profit | 7,154 | 1,770 | 15,973 | 5,460 | |
Operating income | $ 18,389 | $ 664 | $ (2,308) | 2,678 | |
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 | 41,000 | ||||
Gross profit | 13,700 | ||||
Operating income | $ 3,100 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of fair value of impaired notes receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Marketable securities | $ 0 | $ 39,793 |
Fair Value, Inputs, Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Marketable securities | $ 0 | $ 39,793 |
REVENUE RECOGNITION - Schedule
REVENUE RECOGNITION - Schedule of disaggregation of revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total Net Sales | $ 70,850 | $ 116,003 | $ 223,710 | $ 331,910 |
Sales at company owned stores | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Net Sales | 47,948 | 100,799 | 167,598 | 290,937 |
Distribution and other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Net Sales | 19,829 | 4,696 | 44,076 | 12,519 |
E-commerce sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Net Sales | $ 3,073 | $ 10,508 | $ 12,036 | $ 28,454 |
REVENUE RECOGNITION - Schedul_2
REVENUE RECOGNITION - Schedule of customer trade receivables and customer deposit liability (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Receivables | ||
Revenue Recognition, Customer Deposits [Roll Forward] | ||
Opening balance | $ 5,741 | $ 3,901 |
Closing balance | 10,147 | 6,953 |
Increase (decrease) | 4,406 | 3,052 |
Customer Deposit Liability | ||
Revenue Recognition, Customer Deposits [Roll Forward] | ||
Opening balance | 11,686 | 5,155 |
Closing balance | 5,390 | 13,743 |
Increase (decrease) | $ (6,296) | $ 8,588 |
REVENUE RECOGNITION - Narrative
REVENUE RECOGNITION - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue recognized from contract with customer liability | $ 11.1 | $ 3.7 |
PROPERTY AND EQUIPMENT - Schedu
PROPERTY AND EQUIPMENT - Schedule of property and equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 42,209 | $ 31,324 |
Accumulated depreciation | (12,363) | (7,208) |
Property and equipment, net | 29,846 | 24,116 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 2,432 | 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 | 11,502 | 9,186 |
Furniture, fixtures and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 12,909 | 10,992 |
Capitalized software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 2,580 | 4,753 |
Construction-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 10,665 | $ 2,948 |
PROPERTY AND EQUIPMENT - Narrat
PROPERTY AND EQUIPMENT - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 1.7 | $ 0.9 | $ 5.4 | $ 2.4 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Schedule of goodwill (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 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 |
Impairment | (116,657) | 0 |
Balance, end of period | $ 15,843 | $ 125,401 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Schedule of goodwill and impairment (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | |||
Beginning balance | $ 125,401 | $ 62,951 | |
Acquisitions & measurement period adjustments | 7,099 | 62,450 | |
Ending balance | 132,500 | 125,401 | |
Goodwill, Impairment [Roll Forward] | |||
Beginning balance | 0 | 0 | |
Impairment | (116,657) | 0 | |
Ending balance | (116,657) | 0 | |
Net carrying value | 15,843 | 125,401 | $ 62,951 |
Retail | |||
Goodwill [Roll Forward] | |||
Beginning balance | 102,763 | 55,180 | |
Acquisitions & measurement period adjustments | 331 | 47,583 | |
Ending balance | 103,094 | 102,763 | |
Goodwill, Impairment [Roll Forward] | |||
Beginning balance | 0 | 0 | |
Impairment | (103,094) | 0 | |
Ending balance | (103,094) | 0 | |
Net carrying value | 0 | 102,763 | |
E-Commerce | |||
Goodwill [Roll Forward] | |||
Beginning balance | 11,659 | 2,911 | |
Acquisitions & measurement period adjustments | (341) | 8,748 | |
Ending balance | 11,318 | 11,659 | |
Goodwill, Impairment [Roll Forward] | |||
Beginning balance | 0 | 0 | |
Impairment | (9,848) | 0 | |
Ending balance | (9,848) | 0 | |
Net carrying value | 1,470 | 11,659 | |
Distribution and other | |||
Goodwill [Roll Forward] | |||
Beginning balance | 10,979 | 4,860 | |
Acquisitions & measurement period adjustments | 7,109 | 6,119 | |
Ending balance | 18,088 | 10,979 | |
Goodwill, Impairment [Roll Forward] | |||
Beginning balance | 0 | 0 | |
Impairment | (3,715) | 0 | |
Ending balance | (3,715) | 0 | |
Net carrying value | $ 14,373 | $ 10,979 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Schedule of intangible assets (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||
Weighted-average amortization period of intangible assets | 3 years 7 months 20 days | ||
Gross Carrying Amount | $ 48,973 | $ 57,024 | |
Accumulated Amortization | (16,362) | (8,622) | $ (567) |
Total | $ 32,611 | 48,402 | |
Trade names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted-average amortization period of intangible assets | 3 years 5 months 4 days | ||
Gross Carrying Amount | $ 28,774 | 28,300 | |
Accumulated Amortization | (9,254) | (4,948) | |
Total | $ 19,520 | 23,352 | |
Patents | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted-average amortization period of intangible assets | 3 years 4 months 2 days | ||
Gross Carrying Amount | $ 100 | 100 | |
Accumulated Amortization | (52) | (42) | |
Total | $ 48 | 58 | |
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted-average amortization period of intangible assets | 4 years 9 months | ||
Gross Carrying Amount | $ 17,102 | 25,175 | |
Accumulated Amortization | (5,909) | (3,055) | |
Total | $ 11,193 | 22,120 | |
Non-competes | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted-average amortization period of intangible assets | 2 years 1 month 9 days | ||
Gross Carrying Amount | $ 932 | 1,384 | |
Accumulated Amortization | (493) | (233) | |
Total | $ 439 | 1,151 | |
Intellectual property | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted-average amortization period of intangible assets | 3 years 5 months 1 day | ||
Gross Carrying Amount | $ 2,065 | 2,065 | |
Accumulated Amortization | (654) | (344) | |
Total | $ 1,411 | $ 1,721 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS - Schedule of intangible assets and impairment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Finite Lived Intangible Assets Acquired And Purchase Accounting Adjustments [Roll Forward] | |||||
Beginning balance | $ 57,024 | $ 21,116 | $ 21,116 | ||
Acquisitions & measurement period adjustments | 3,123 | 35,908 | |||
Ending balance | $ 60,147 | 60,147 | 57,024 | ||
Finite-Lived Intangible Assets, Accumulated Amortization [Roll Forward] | |||||
Beginning balance | (8,622) | (567) | (567) | ||
Amortization | (2,200) | $ (2,600) | (7,740) | (6,100) | (8,055) |
Ending balance | (16,362) | (16,362) | (8,622) | ||
Finite-Lived Intangible Assets, Accumulated Impairment [Roll Forward] | |||||
Beginning balance | 0 | 0 | 0 | ||
Impairments | (11,174) | 0 | |||
Ending balance | (11,174) | (11,174) | 0 | ||
Total | 32,611 | 32,611 | 48,402 | ||
Retail | |||||
Finite Lived Intangible Assets Acquired And Purchase Accounting Adjustments [Roll Forward] | |||||
Beginning balance | 37,825 | 17,635 | 17,635 | ||
Acquisitions & measurement period adjustments | (58) | 20,190 | |||
Ending balance | 37,767 | 37,767 | 37,825 | ||
Finite-Lived Intangible Assets, Accumulated Amortization [Roll Forward] | |||||
Beginning balance | (6,285) | (540) | (540) | ||
Amortization | (4,720) | (5,745) | |||
Ending balance | (11,005) | (11,005) | (6,285) | ||
Finite-Lived Intangible Assets, Accumulated Impairment [Roll Forward] | |||||
Beginning balance | 0 | 0 | 0 | ||
Impairments | (11,079) | 0 | |||
Ending balance | (11,079) | (11,079) | 0 | ||
Total | 15,683 | 15,683 | 31,540 | ||
E-Commerce | |||||
Finite Lived Intangible Assets Acquired And Purchase Accounting Adjustments [Roll Forward] | |||||
Beginning balance | 2,501 | 0 | 0 | ||
Acquisitions & measurement period adjustments | 0 | 2,501 | |||
Ending balance | 2,501 | 2,501 | 2,501 | ||
Finite-Lived Intangible Assets, Accumulated Amortization [Roll Forward] | |||||
Beginning balance | (354) | 0 | 0 | ||
Amortization | (348) | (354) | |||
Ending balance | (702) | (702) | (354) | ||
Finite-Lived Intangible Assets, Accumulated Impairment [Roll Forward] | |||||
Beginning balance | 0 | 0 | 0 | ||
Impairments | (95) | 0 | |||
Ending balance | (95) | (95) | 0 | ||
Total | 1,704 | 1,704 | 2,147 | ||
Distribution and other | |||||
Finite Lived Intangible Assets Acquired And Purchase Accounting Adjustments [Roll Forward] | |||||
Beginning balance | 16,698 | 3,481 | 3,481 | ||
Acquisitions & measurement period adjustments | 3,181 | 13,217 | |||
Ending balance | 19,879 | 19,879 | 16,698 | ||
Finite-Lived Intangible Assets, Accumulated Amortization [Roll Forward] | |||||
Beginning balance | (1,983) | (27) | (27) | ||
Amortization | (2,672) | (1,956) | |||
Ending balance | (4,655) | (4,655) | (1,983) | ||
Finite-Lived Intangible Assets, Accumulated Impairment [Roll Forward] | |||||
Beginning balance | 0 | $ 0 | 0 | ||
Impairments | 0 | 0 | |||
Ending balance | 0 | 0 | 0 | ||
Total | $ 15,224 | $ 15,224 | $ 14,715 |
GOODWILL AND INTANGIBLE ASSET_6
GOODWILL AND INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Amortization expense | $ 2,200 | $ 2,600 | $ 7,740 | $ 6,100 | $ 8,055 |
GOODWILL AND INTANGIBLE ASSET_7
GOODWILL AND INTANGIBLE ASSETS - Schedule of future amortization expense (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022, remainder | $ 2,196 | |
2023 | 8,785 | |
2024 | 8,668 | |
2025 | 8,295 | |
2026 | 3,532 | |
Thereafter | 1,135 | |
Total | $ 32,611 | $ 48,402 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate | 9.07% | 21.39% | 1.74% | 24.80% |
LEASES - Narrative (Details)
LEASES - Narrative (Details) | Sep. 30, 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 | Sep. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Right of use assets, operating lease assets | $ 44,510 | $ 43,730 |
Current lease liability | 7,970 | 6,858 |
Non-current lease liability | 38,588 | 38,546 |
Total | $ 46,558 | $ 45,404 |
LEASES - Schedule of other info
LEASES - Schedule of other information related to leases (Details) | Sep. 30, 2022 | Sep. 30, 2021 |
Leases [Abstract] | ||
Weighted average remaining lease term | 6 years 8 months 4 days | 6 years 10 months 20 days |
Weighted average discount rate | 5.50% | 6.50% |
LEASES - Schedule of operating
LEASES - Schedule of operating lease assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Leases [Abstract] | ||||
Operating lease costs | $ 2,615 | $ 2,139 | $ 8,060 | $ 5,687 |
Variable lease costs | 664 | 0 | 2,004 | 0 |
Short-term lease costs | 69 | 103 | 306 | 1,212 |
Total operating lease costs | $ 3,348 | $ 2,242 | $ 10,370 | $ 6,899 |
LEASES - Schedule of future min
LEASES - Schedule of future minimum rental payments (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
2022 (remainder of the year) | $ 2,614 | |
2023 | 10,121 | |
2024 | 8,971 | |
2025 | 7,914 | |
2026 | 6,291 | |
Thereafter | 20,041 | |
Total lease payments | 55,952 | |
Less: Imputed interest | (9,394) | |
Lease Liability at September 30, 2022 | $ 46,558 | $ 45,404 |
SHARE BASED PAYMENTS - Schedule
SHARE BASED PAYMENTS - Schedule of share-based payment expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share Based Payments and Stock Options (Details) - Schedule of share-based payment expense [Line Items] | ||||
Total | $ 1,291 | $ 2,106 | $ 3,980 | $ 5,347 |
Warrants | ||||
Share Based Payments and Stock Options (Details) - Schedule of share-based payment expense [Line Items] | ||||
Total | 340 | 368 | 1,019 | 1,115 |
Restricted stock | ||||
Share Based Payments and Stock Options (Details) - Schedule of share-based payment expense [Line Items] | ||||
Total | 951 | 1,576 | 2,902 | 3,511 |
Stock options | ||||
Share Based Payments and Stock Options (Details) - Schedule of share-based payment expense [Line Items] | ||||
Total | $ 0 | $ 162 | $ 59 | $ 721 |
SHARE BASED PAYMENTS (Details)
SHARE BASED PAYMENTS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share Based Payments and Stock Options (Details) [Line Items] | ||||
Stock-based compensation expense | $ 1,291 | $ 2,106 | $ 3,980 | $ 5,347 |
Liability Awards | ||||
Share Based Payments and Stock Options (Details) [Line Items] | ||||
Award vesting period | 3 years | |||
Aggregate face value of awards | 5,300 | $ 5,300 | ||
Stock-based compensation expense | 200 | |||
Option | ||||
Share Based Payments and Stock Options (Details) [Line Items] | ||||
Unamortized share-based compensation | $ 5,700 | |||
Weighted average period | 3 years 3 months 18 days | |||
Common Stock Warrants | ||||
Share Based Payments and Stock Options (Details) [Line Items] | ||||
Unamortized share-based compensation | $ 1,500 | |||
Weighted average period | 1 year 3 months 18 days | |||
Stock-based compensation expense | $ 340 | $ 368 | $ 1,019 | $ 1,115 |
SHARE BASED PAYMENTS - Restrict
SHARE BASED PAYMENTS - Restricted Stock Activity (Details) - Restricted stock | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Shares | |
Nonvested, beginning balance (in shares) | shares | 483,750 |
Granted (in shares) | shares | 983,749 |
Vested (in shares) | shares | (294,566) |
Forfeited (in shares) | shares | (500,350) |
Nonvested, ending balance (in shares) | shares | 672,583 |
Weighted Average Grant Date Fair Value | |
Nonvested, beginning balance (in dollars per share) | $ / shares | $ 20.19 |
Granted (in dollars per share) | $ / shares | 9.21 |
Vested (in dollars per share) | $ / shares | 9.94 |
Forfeited (in dollars per share) | $ / shares | 20.05 |
Nonvested, ending balance (in dollars per share) | $ / shares | $ 6.07 |
SHARE BASED PAYMENTS - Schedu_2
SHARE BASED PAYMENTS - Schedule of stock options (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Shares | ||
Beginning balance, Outstanding (in shares) | 906,425 | |
Granted (in shares) | 0 | |
Exercised (in shares) | (26,000) | |
Forfeited or expired (in shares) | (247,427) | |
Ending balance, Outstanding (in shares) | 632,998 | 906,425 |
Weighted - 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) | 4.14 | |
Weighted - Average Exercise Price, Forfeited or expired (in dollars per share) | 5.36 | |
Weighted - Average Exercise Price, Outstanding ending balance (in dollars per share) | $ 4.01 | $ 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 25 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) | 1.92 | |
Weighted - Average Grant Date Fair Value, Forfeited or expired (in dollars per share) | 2.97 | |
Weighted - Average Grant Date Fair Value Outstanding ending balance (in dollars per share) | $ 2.26 | $ 2.45 |
Options Vested (in shares) | 632,998 | |
Weighted - Average Exercise Price, Vested (in dollars per share) | $ 4.01 | |
Weighted - Average Remaining Contractual Term, Vested | 2 years 25 days | |
Weighted - Average Grant Date Fair Value, Options Vested (in dollars per share) | $ 2.26 |
SHARE BASED PAYMENTS - Schedu_3
SHARE BASED PAYMENTS - Schedule of company’s outstanding stock purchase warrants (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Warrants | |
Outstanding, beginning balance (in shares) | shares | 330,884 |
Issued (in shares) | shares | 0 |
Exercised (in shares) | shares | (48,387) |
Forfeited (in shares) | shares | 0 |
Outstanding, ending balance (in shares) | shares | 282,497 |
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 | 3.50 |
Weighted Average Exercise Price, Forfeited (in dollars per share) | $ / shares | 0 |
Weighted Average Exercise Price Outstanding, ending (in dollars per share) | $ / shares | $ 25.33 |
EARNINGS (LOSS) PER SHARE - Sch
EARNINGS (LOSS) 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 | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Net income (loss) | $ (7,202) | $ 4,027 | $ (148,758) | $ 16,887 |
Weighted average shares outstanding, basic (in shares) | 60,855 | 58,531 | 60,771 | 58,994 |
Effect of dilution (in shares) | 0 | 959 | 0 | 1,114 |
Adjusted weighted average shares outstanding, dilutive (in shares) | 60,855 | 59,490 | 60,771 | 60,108 |
Basic earnings (loss) per share (in dollars per share) | $ (0.12) | $ 0.07 | $ (2.45) | $ 0.29 |
Dilutive earnings (loss) per share (in dollars per share) | $ (0.12) | $ 0.07 | $ (2.45) | $ 0.28 |
EARNINGS (LOSS) PER SHARE - S_2
EARNINGS (LOSS) PER SHARE - Schedule of antidilutive securities excluded from the computation of earnings per share (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 730 | 0 | 915 | 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) | 646 | 0 | 677 | 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) | 84 | 0 | 238 | 0 |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) - USD ($) | 9 Months Ended | ||||||||||||||||
Feb. 01, 2022 | Dec. 31, 2021 | Oct. 15, 2021 | Aug. 24, 2021 | Aug. 23, 2021 | Jul. 19, 2021 | Jul. 03, 2021 | May 24, 2021 | Apr. 19, 2021 | Mar. 19, 2021 | Mar. 15, 2021 | Mar. 12, 2021 | Feb. 22, 2021 | Feb. 15, 2021 | Feb. 01, 2021 | Jan. 25, 2021 | Sep. 30, 2022 | |
Acquisitions (Details) [Line Items] | |||||||||||||||||
Goodwill, purchase accounting adjustments | $ 1,300,000 | ||||||||||||||||
HRG | |||||||||||||||||
Acquisitions (Details) [Line Items] | |||||||||||||||||
Consideration for purchase | $ 13,400,000 | ||||||||||||||||
Cash consideration for purchase | 6,800,000 | ||||||||||||||||
Equity consideration for purchase | 5,700,000 | ||||||||||||||||
Indemnity stock holdback | $ 900,000 | $ 875,000 | |||||||||||||||
Indoor Garden & Lighting, Inc | |||||||||||||||||
Acquisitions (Details) [Line Items] | |||||||||||||||||
Consideration for purchase | $ 1,700,000 | ||||||||||||||||
Cash consideration for purchase | 1,200,000 | ||||||||||||||||
Equity consideration for purchase | 500,000 | ||||||||||||||||
Acquired goodwill | $ 700,000 | ||||||||||||||||
Grow Depot Maine | |||||||||||||||||
Acquisitions (Details) [Line Items] | |||||||||||||||||
Consideration for purchase | $ 2,100,000 | ||||||||||||||||
Cash consideration for purchase | 1,700,000 | ||||||||||||||||
Equity consideration for purchase | 400,000 | ||||||||||||||||
Acquired goodwill | $ 900,000 | ||||||||||||||||
Grow Warehouse LLC | |||||||||||||||||
Acquisitions (Details) [Line Items] | |||||||||||||||||
Consideration for purchase | $ 17,800,000 | ||||||||||||||||
Cash consideration for purchase | 8,100,000 | ||||||||||||||||
Equity consideration for purchase | 9,700,000 | ||||||||||||||||
Acquired goodwill | $ 11,100,000 | ||||||||||||||||
San Diego Hydroponics & Organics | |||||||||||||||||
Acquisitions (Details) [Line Items] | |||||||||||||||||
Consideration for purchase | $ 9,300,000 | ||||||||||||||||
Cash consideration for purchase | 4,800,000 | ||||||||||||||||
Equity consideration for purchase | 4,500,000 | ||||||||||||||||
Acquired goodwill | $ 5,700,000 | ||||||||||||||||
Charcoir Corporation | |||||||||||||||||
Acquisitions (Details) [Line Items] | |||||||||||||||||
Consideration for purchase | $ 16,400,000 | ||||||||||||||||
Cash consideration for purchase | 9,900,000 | ||||||||||||||||
Equity consideration for purchase | 6,500,000 | ||||||||||||||||
Acquired goodwill | $ 6,100,000 | ||||||||||||||||
55 Hydroponics | |||||||||||||||||
Acquisitions (Details) [Line Items] | |||||||||||||||||
Consideration for purchase | $ 6,500,000 | ||||||||||||||||
Cash consideration for purchase | 5,400,000 | ||||||||||||||||
Equity consideration for purchase | 1,100,000 | ||||||||||||||||
Acquired goodwill | 3,900,000 | ||||||||||||||||
Aquarius | |||||||||||||||||
Acquisitions (Details) [Line Items] | |||||||||||||||||
Consideration for purchase | 3,600,000 | ||||||||||||||||
Cash consideration for purchase | 2,400,000 | ||||||||||||||||
Equity consideration for purchase | 1,200,000 | ||||||||||||||||
Acquired goodwill | $ 1,700,000 | ||||||||||||||||
Agron, LLC | |||||||||||||||||
Acquisitions (Details) [Line Items] | |||||||||||||||||
Consideration for purchase | $ 11,300,000 | ||||||||||||||||
Cash consideration for purchase | 6,000,000 | ||||||||||||||||
Equity consideration for purchase | 5,300,000 | ||||||||||||||||
Acquired goodwill | $ 8,700,000 | ||||||||||||||||
Grow Depot LLC | |||||||||||||||||
Acquisitions (Details) [Line Items] | |||||||||||||||||
Consideration for purchase | $ 4,400,000 | ||||||||||||||||
Cash consideration for purchase | 3,200,000 | ||||||||||||||||
Equity consideration for purchase | 1,200,000 | ||||||||||||||||
Acquired goodwill | $ 2,100,000 | ||||||||||||||||
Harvest Company | |||||||||||||||||
Acquisitions (Details) [Line Items] | |||||||||||||||||
Consideration for purchase | $ 8,300,000 | ||||||||||||||||
Cash consideration for purchase | 5,600,000 | ||||||||||||||||
Equity consideration for purchase | 2,800,000 | ||||||||||||||||
Acquired goodwill | $ 4,600,000 | ||||||||||||||||
Aqua Serene | |||||||||||||||||
Acquisitions (Details) [Line Items] | |||||||||||||||||
Consideration for purchase | $ 11,700,000 | ||||||||||||||||
Cash consideration for purchase | 9,900,000 | ||||||||||||||||
Equity consideration for purchase | 1,800,000 | ||||||||||||||||
Acquired goodwill | $ 7,000,000 | ||||||||||||||||
Mendocino Greenhouse & Garden Supply | |||||||||||||||||
Acquisitions (Details) [Line Items] | |||||||||||||||||
Cash consideration for purchase | $ 4,000,000 | ||||||||||||||||
Acquired goodwill | $ 2,100,000 | ||||||||||||||||
Commercial Grow Supply Inc. | |||||||||||||||||
Acquisitions (Details) [Line Items] | |||||||||||||||||
Consideration for purchase | $ 7,200,000 | ||||||||||||||||
Cash consideration for purchase | 6,000,000 | ||||||||||||||||
Equity consideration for purchase | 1,300,000 | ||||||||||||||||
Acquired goodwill | $ 4,000,000 | ||||||||||||||||
Hoagtech Hydroponics, Inc. | |||||||||||||||||
Acquisitions (Details) [Line Items] | |||||||||||||||||
Consideration for purchase | $ 3,900,000 | ||||||||||||||||
Business combination, contingent consideration, equity interest issued or issuable, amount | 600,000 | ||||||||||||||||
Revenue threshold | $ 8,000,000 | ||||||||||||||||
Revenue threshold term | 12 months | ||||||||||||||||
Probability of achieving threshold | 5% | ||||||||||||||||
Contingent consideration transferred | $ 28,500 | ||||||||||||||||
Indoor Store, LLC | |||||||||||||||||
Acquisitions (Details) [Line Items] | |||||||||||||||||
Consideration for purchase | $ 900,000 | ||||||||||||||||
Cash consideration for purchase | 700,000 | ||||||||||||||||
Equity consideration for purchase | 200,000 | ||||||||||||||||
Acquired goodwill | $ 500,000 | ||||||||||||||||
Mobile Media, Inc and MMI Agriculture | |||||||||||||||||
Acquisitions (Details) [Line Items] | |||||||||||||||||
Consideration for purchase | $ 9,100,000 | ||||||||||||||||
Cash consideration for purchase | 8,300,000 | ||||||||||||||||
Equity consideration for purchase | 800,000 | ||||||||||||||||
Acquired goodwill | $ 1,200,000 |
ACQUISITIONS - Schedule of purc
ACQUISITIONS - Schedule of purchase price (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Business Acquisition, Contingent Consideration [Line Items] | ||
Inventory | $ 16,857 | |
Prepaids and other current assets | 742 | |
Furniture and equipment | 2,233 | |
Liabilities | (448) | |
Operating lease right of use asset | 13,340 | |
Operating lease liability | (13,340) | |
Customer relationships | 18,765 | |
Trade name | 14,792 | |
Non-compete | 588 | |
Intellectual property | 2,065 | |
Goodwill | 62,462 | |
Total | 118,056 | |
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 | |
Downriver | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Inventory | 824 | |
Prepaids and other current assets | 3 | |
Furniture and equipment | 50 | |
Liabilities | 0 | |
Operating lease right of use asset | 273 | |
Operating lease liability | (273) | |
Customer relationships | 634 | |
Trade name | 698 | |
Non-compete | 16 | |
Intellectual property | 0 | |
Goodwill | 2,126 | |
Total | 4,351 | |
Harvest Company | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Inventory | 1,204 | |
Prepaids and other current assets | 7 | |
Furniture and equipment | 100 | |
Liabilities | 0 | |
Operating lease right of use asset | 3,782 | |
Operating lease liability | (3,782) | |
Customer relationships | 1,016 | |
Trade name | 1,392 | |
Non-compete | 0 | |
Intellectual property | 0 | |
Goodwill | 4,606 | |
Total | 8,325 | |
Aqua Serene | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Inventory | 1,696 | |
Prepaids and other current assets | 2 | |
Furniture and equipment | 500 | |
Liabilities | 0 | |
Operating lease right of use asset | 1,177 | |
Operating lease liability | (1,177) | |
Customer relationships | 1,235 | |
Trade name | 1,231 | |
Non-compete | 11 | |
Intellectual property | 0 | |
Goodwill | 6,976 | |
Total | 11,651 | |
Mendocino Greenhouse & Garden Supply | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Inventory | 753 | |
Prepaids and other current assets | 1 | |
Furniture and equipment | 160 | |
Liabilities | 0 | |
Operating lease right of use asset | 408 | |
Operating lease liability | (408) | |
Customer relationships | 575 | |
Trade name | 414 | |
Non-compete | 6 | |
Intellectual property | 0 | |
Goodwill | 2,091 | |
Total | 4,000 | |
Commercial Grow Supply Inc. | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Inventory | 875 | |
Prepaids and other current assets | 1 | |
Furniture and equipment | 100 | |
Liabilities | 0 | |
Operating lease right of use asset | 746 | |
Operating lease liability | (746) | |
Customer relationships | 1,382 | |
Trade name | 852 | |
Non-compete | 11 | |
Intellectual property | 0 | |
Goodwill | 4,027 | |
Total | 7,248 | |
Hoagtech Hydroponics, Inc. | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Inventory | 751 | |
Prepaids and other current assets | 37 | |
Furniture and equipment | 144 | |
Liabilities | (29) | |
Operating lease right of use asset | 1,569 | |
Operating lease liability | (1,569) | |
Customer relationships | 493 | |
Trade name | 428 | |
Non-compete | 3 | |
Intellectual property | 0 | |
Goodwill | 2,105 | |
Total | 3,932 | |
All Seasons Gardening | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Inventory | 100 | |
Prepaids and other current assets | 1 | |
Furniture and equipment | 25 | |
Liabilities | 0 | |
Operating lease right of use asset | 37 | |
Operating lease liability | (37) | |
Customer relationships | 154 | |
Trade name | 117 | |
Non-compete | 0 | |
Intellectual property | 0 | |
Goodwill | 545 | |
Total | 942 | |
Mobile Media, Inc and MMI Agriculture | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Inventory | 3,530 | |
Prepaids and other current assets | 0 | |
Furniture and equipment | 328 | |
Liabilities | (250) | |
Operating lease right of use asset | 2,332 | |
Operating lease liability | (2,332) | |
Customer relationships | 2,964 | |
Trade name | 1,039 | |
Non-compete | 238 | |
Intellectual property | 0 | |
Goodwill | 1,202 | |
Total | $ 9,051 |
ACQUISITIONS - Schedule of cons
ACQUISITIONS - Schedule of consideration paid (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Feb. 01, 2022 | Sep. 30, 2021 |
Business Acquisition, Contingent Consideration [Line Items] | |||
Cash | $ 80,784 | ||
Common stock | 37,272 | ||
Total | 118,056 | ||
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 | ||
Downriver | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Cash | 3,177 | ||
Common stock | 1,174 | ||
Total | 4,351 | ||
Harvest Company | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Cash | 5,561 | ||
Common stock | 2,764 | ||
Total | 8,325 | ||
Aqua Serene | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Cash | 9,860 | ||
Common stock | 1,791 | ||
Total | 11,651 | ||
Mendocino Greenhouse & Garden Supply | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Cash | 4,000 | ||
Common stock | 0 | ||
Total | 4,000 | ||
Commercial Grow Supply Inc. | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Cash | 5,976 | ||
Common stock | 1,272 | ||
Total | 7,248 | ||
Hoagtech Hydroponics, Inc. | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Cash | 3,932 | ||
Common stock | 0 | ||
Total | 3,932 | ||
All Seasons Gardening | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Cash | 701 | ||
Common stock | 241 | ||
Total | 942 | ||
Mobile Media, Inc and MMI Agriculture | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Cash | 8,270 | ||
Common stock | 781 | ||
Total | $ 9,051 |
ACQUISITIONS - Schedule of reve
ACQUISITIONS - Schedule of revenue and earnings included in consolidated income statement (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items] | ||
Revenue | $ 60,027 | |
Net Income | $ 8,045 | |
HRG | ||
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items] | ||
Acquisition date | Feb. 01, 2022 | |
Revenue | $ 13,474 | |
Net Income | $ (209) | |
Agron | ||
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items] | ||
Acquisition date | Mar. 19, 2021 | |
Revenue | $ 10,587 | |
Net Income | $ 149 | |
Aquarius | ||
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items] | ||
Acquisition date | Mar. 15, 2021 | |
Revenue | $ 5,555 | |
Net Income | $ 1,145 | |
55 Hydro | ||
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items] | ||
Acquisition date | Mar. 15, 2021 | |
Revenue | $ 4,482 | |
Net Income | $ 393 | |
Charcoir | ||
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items] | ||
Acquisition date | Mar. 12, 2021 | |
Revenue | $ 4,048 | |
Net Income | $ 723 | |
San Diego Hydro | ||
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items] | ||
Acquisition date | Feb. 22, 2021 | |
Revenue | $ 5,525 | |
Net Income | $ 839 | |
Grow Warehouse | ||
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items] | ||
Acquisition date | Feb. 15, 2021 | |
Revenue | $ 10,153 | |
Net Income | $ 1,812 | |
Grow Depot Maine | ||
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items] | ||
Acquisition date | Feb. 01, 2021 | |
Revenue | $ 4,660 | |
Net Income | $ 907 | |
Indoor Garden | ||
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items] | ||
Acquisition date | Jan. 25, 2021 | |
Revenue | $ 4,508 | |
Net Income | $ 520 | |
Downriver | ||
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items] | ||
Acquisition date | Mar. 31, 2021 | |
Revenue | $ 2,460 | |
Net Income | $ 277 | |
Harvest Company | ||
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items] | ||
Acquisition date | May 03, 2021 | |
Revenue | $ 4,444 | |
Net Income | $ 756 | |
Aqua Serene | ||
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items] | ||
Acquisition date | Jul. 19, 2021 | |
Revenue | $ 1,590 | |
Net Income | $ 331 | |
Mendocino Greenhouse & Garden Supply | ||
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items] | ||
Acquisition date | Jul. 19, 2021 | |
Revenue | $ 1,085 | |
Net Income | $ 158 | |
Commercial Grow Supply Inc. | ||
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items] | ||
Acquisition date | Aug. 24, 2021 | |
Revenue | $ 447 | |
Net Income | $ (1) | |
Hoagtech Hydroponics, Inc. | ||
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items] | ||
Acquisition date | Aug. 23, 2021 | |
Revenue | $ 483 | |
Net Income | $ 36 | |
All Seasons Gardening | ||
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items] | ||
Acquisition date | Oct. 15, 2021 | |
Revenue | $ 0 | |
Net Income | $ 0 | |
Mobile Media, Inc and MMI Agriculture | ||
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items] | ||
Acquisition date | Dec. 31, 2021 | |
Revenue | $ 0 | |
Net Income | $ 0 |
ACQUISITIONS - Schedule of pro
ACQUISITIONS - Schedule of pro forma consolidated income statement (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
2022 Acquisitions | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Revenue | $ 121,391 | $ 235,443 | $ 345,384 |
Net income (loss) | 3,632 | $ (149,316) | 16,678 |
2021 Acquisitions | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Revenue | 146,030 | 361,937 | |
Net income (loss) | $ 5,299 | $ 23,276 |
SEGMENTS - Narrative (Details)
SEGMENTS - Narrative (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 product store segment | Dec. 31, 2021 segment | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | segment | 3 | 2 |
Number of stores | store | 61 | |
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 | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Net sales | $ 70,850 | $ 116,003 | $ 223,710 | $ 331,910 |
Gross profit | 18,334 | 34,063 | 60,701 | 95,153 |
Income (Loss) from operations | (8,094) | 4,675 | (152,116) | 22,020 |
Retail | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 47,948 | 100,799 | 167,598 | 290,937 |
Gross profit | 10,354 | 28,998 | 41,448 | 81,471 |
Income (Loss) from operations | (23,653) | 4,041 | (137,939) | 18,946 |
E-Commerce | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 3,073 | 10,508 | 12,036 | 28,454 |
Gross profit | 826 | 3,295 | 3,280 | 8,222 |
Income (Loss) from operations | (2,830) | (30) | (11,869) | 396 |
Distribution and other | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 19,829 | 4,696 | 44,076 | 12,519 |
Gross profit | 7,154 | 1,770 | 15,973 | 5,460 |
Income (Loss) from operations | $ 18,389 | $ 664 | $ (2,308) | $ 2,678 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | |||
Nov. 07, 2022 | Oct. 12, 2022 | Oct. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Subsequent Event [Line Items] | |||||
Payments to acquire marketable securities | $ 0 | $ 75,000 | |||
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Payments to acquire marketable securities | $ 32,000 | ||||
Subsequent Event | V&W Ag Consulting, LLC | |||||
Subsequent Event [Line Items] | |||||
Equity consideration for purchase | $ 300 | ||||
Indemnity stock holdback | $ 100 | ||||
Subsequent Event | St. Louis Hydro | |||||
Subsequent Event [Line Items] | |||||
Cash consideration for purchase | $ 400 |