GrowGeneration (GRWG) 10-Q 8 Nov 23 2023 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2023	Oct. 31, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
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	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		61,311,293
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001604868
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 31,414	$ 40,054
Marketable securities	35,203	31,852
Accounts receivable, net of allowance for credit losses of $1.1 million and $0.7 million at September 30, 2023 and December 31, 2022	8,351	8,336
Notes receivable, current, net of allowance for credit losses of $1.7 million and $1.3 million at September 30, 2023 and December 31, 2022	0	1,214
Inventory	75,987	77,091
Prepaid income taxes	477	5,679
Prepaids and other current assets	12,383	6,455
Total current assets	163,815	170,681
Property and equipment, net	28,946	28,669
Operating leases right-of-use assets	42,316	46,433
Intangible assets, net	24,466	30,878
Goodwill	16,808	15,978
Other assets	880	803
TOTAL ASSETS	277,231	293,442
Current liabilities:
Accounts payable	20,219	15,728
Accrued liabilities	3,413	1,535
Payroll and payroll tax liabilities	2,027	4,671
Customer deposits	4,926	4,338
Sales tax payable	1,503	1,341
Current maturities of lease liability	8,374	8,131
Current portion of long-term debt	0	50
Total current liabilities	40,462	35,794
Commitments and contingencies (Note 12)
Operating lease liability, net of current maturities	36,387	40,659
Other long-term liabilities	317	593
Total liabilities	77,166	77,046
Stockholders’ equity:
Common stock; $0.001 par value; 100,000,000 shares authorized, 61,309,456 and 61,010,155 shares issued and outstanding as of September 30, 2023 and December 31, 2022	61	61
Additional paid-in capital	372,789	369,938
Retained earnings (deficit)	(172,785)	(153,603)
Total stockholders’ equity	200,065	216,396
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 277,231	$ 293,442

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Accounts receivable, allowance for credit loss, current	$ 1.1	$ 0.7
Notes receivable, allowance for credit loss, current	$ 1.7	$ 1.3
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)	61,309,456	61,010,155
Common stock, shares, outstanding (in shares)	61,309,456	61,010,155

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Net sales	$ 55,678	$ 70,850	$ 176,430	$ 223,710
Cost of sales (exclusive of depreciation and amortization shown below)	39,490	52,516	126,816	163,009
Gross profit	16,188	18,334	49,614	60,701
Operating expenses:
Store operations and other operational expenses	11,930	13,585	37,165	41,884
Selling, general, and administrative	7,582	8,796	21,923	28,164
Bad debt expense	257	172	681	1,774
Depreciation and amortization	4,721	3,875	12,477	13,164
Impairment loss	0	0	0	127,831
Total operating expenses	24,490	26,428	72,246	212,817
Income (Loss) from operations	(8,302)	(8,094)	(22,632)	(152,116)
Other income (expense):
Other income (expense)	954	34	3,549	547
Interest income	0	143	0	190
Interest expense	(1)	(3)	(6)	(16)
Total non-operating income (expense), net	953	174	3,543	721
Net income (loss) before taxes	(7,349)	(7,920)	(19,089)	(151,395)
Benefit (provision) for income taxes	0	718	(93)	2,637
Net income (loss)	$ (7,349)	$ (7,202)	$ (19,182)	$ (148,758)
Net income (loss) per share, basic (in dollars per share)	$ (0.12)	$ (0.12)	$ (0.31)	$ (2.45)
Net income (loss) per share, diluted (in dollars per share)	$ (0.12)	$ (0.12)	$ (0.31)	$ (2.45)
Weighted average shares outstanding, basic (in shares)	61,272	60,855	61,127	60,771
Weighted average shares outstanding, diluted (in shares)	61,272	60,855	61,127	60,771

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, 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)
Share based compensation	3,793		3,793
Noncash repurchase of liability awards	0
Liability redemption associated with business acquisition	0
Common stock issued in connection with business combinations (in shares)		650,000
Common stock issued in connection with business combination	5,750	$ 1	5,749
Common stock issued upon cashless exercise of options (in shares)		12,000
Common stock issued upon cashless exercise of warrants (in shares)		14,000
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)
Beginning balances (in shares) at Dec. 31, 2022	61,010,155	61,010,000
Beginning balances at Dec. 31, 2022	$ 216,396	$ 61	369,938	(153,603)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued for share based compensation (in shares)		264,000
Common stock withheld for employee payroll taxes	(187)		(187)
Share based compensation	2,265		2,265
Noncash repurchase of liability awards	653		653
Liability redemption associated with business acquisition (in shares)		35,000
Liability redemption associated with business acquisition	120		120
Net income (loss)	$ (19,182)			(19,182)
Ending balances (in shares) at Sep. 30, 2023	61,309,456	61,309,000
Ending balances at Sep. 30, 2023	$ 200,065	$ 61	372,789	(172,785)
Beginning balances (in shares) at Jun. 30, 2023		61,229,000
Beginning balances at Jun. 30, 2023	206,488	$ 61	371,863	(165,436)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued for share based compensation (in shares)		80,000
Common stock withheld for employee payroll taxes	(12)		(12)
Share based compensation	938		938
Net income (loss)	$ (7,349)			(7,349)
Ending balances (in shares) at Sep. 30, 2023	61,309,456	61,309,000
Ending balances at Sep. 30, 2023	$ 200,065	$ 61	$ 372,789	$ (172,785)

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities:
Net income (loss)	$ (19,182)	$ (148,758)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	12,477	13,164
Stock-based compensation expense	2,452	3,980
Bad debt expense	681	1,774
(Gain) loss on asset disposition	85	629
Impairment loss	0	127,831
Deferred taxes	0	(2,166)
Change in value of marketable securities	(981)	0
Changes in operating assets and liabilities (net of the effect of acquisitions):
Accounts and notes receivable	518	(4,987)
Inventory	2,691	20,622
Prepaid expenses and other assets	(510)	10,718
Accounts payable and accrued liabilities	6,352	(2,405)
Operating leases	88	374
Payroll and payroll tax liabilities	(2,644)	(3,046)
Customer deposits	588	(7,538)
Sales tax payable	162	(322)
Net cash provided by (used in) operating activities	2,777	9,870
Cash flows from investing activities:
Acquisitions, net of cash acquired	(3,050)	(6,806)
Purchase of marketable securities	(85,768)	0
Maturities from marketable securities	83,398	39,793
Purchase of property and equipment	(5,995)	(11,635)
Disposal of assets	235	0
Net cash provided by (used in) investing activities	(11,180)	21,352
Cash flows from financing activities:
Principal payments on long term debt	(50)	(69)
Common stock withheld for employee payroll taxes	(187)	(1,465)
Net cash provided by (used in) financing activities	(237)	(1,534)
Net change	(8,640)	29,688
Cash and cash equivalents at the beginning of period	40,054	41,372
Cash and cash equivalents at the end of period	31,414	71,060
Supplemental disclosures of non-cash activities:
Cash paid for interest	6	16
Cash paid for income taxes	93	0
Common stock issued for business combination	0	5,750
Right-of-use assets acquired under new operating leases	4,173	6,221
Indemnity holdback from business acquisitions	0	875
Noncash repurchase of liability awards	653	0
Liability redemption associated with business acquisition	120	0
Purchase of property and equipment accrued in accounts payable	$ 355	$ 0

GENERAL

GENERAL	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
GENERAL	GENERAL GrowGeneration Corp. (together with its direct and indirect wholly owned subsidiaries, collectively “GrowGeneration” or the “Company”) is a leading marketer and distributor of nutrients, growing media, lighting, benching and racking, environmental control systems, and other products for both indoor and outdoor hydroponic and organic gardening, including proprietary brands such as Charcoir, Drip Hydro, Power Si, MMI benching and racking, Ion lights, Harvest Company scissors, and more. Incorporated in Colorado in 2014, GrowGeneration is the largest chain of specialty retail hydroponic and organic garden centers in the U.S. As of September 30, 2023, GrowGeneration has 56 retail locations across 18 states in the U.S. The Company also operates an online superstore for cultivators at growgeneration.com, as well as a wholesale business for resellers, Horticultural Rep Group ("HRG"), and a benching, racking, and storage solutions business, Mobile Media ("MMI"). GrowGeneration also provides facility design services to commercial growers. 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 the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (“2022 Form 10-K”). There were no significant changes to the Company's significant accounting policies as disclosed in our 2022 Form 10-K. The results reported in these unaudited Condensed Consolidated Financial Statements are not necessarily indicative of results for the full fiscal year. All amounts included in the accompanying footnotes to the consolidated financial statements, except per share data, are in thousands (000). Use of Estimates Management uses estimates and assumptions in preparing these consolidated financial statements in accordance with U.S. GAAP. 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.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	9 Months Ended
	Sep. 30, 2023
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 to sell 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. Changes in fair value of marketable securities, principally derived from accretion of discounts, was $0.5 million and $1.0 million for the three and nine months ended September 30, 2023, and included in Other income (expense) on the Condensed Consolidated Statements of Operations. The fair value of notes receivable approximates the outstanding balance net of reserves for expected credit loss. Level September 30, December 31, Cash equivalents 1 $ 16,560 $ 25,087 Marketable securities 2 $ 35,203 $ 31,852

RECENT ACCOUNTING PRONOUNCEMENT

RECENT ACCOUNTING PRONOUNCEMENTS	9 Months Ended
	Sep. 30, 2023
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”). The Company has implemented all new accounting pronouncements that are in effect and that may impact our financial statements. In addition to the accounting pronouncement discussed below, no other new accounting pronouncement issued or effective during the fiscal year had or is expected to have a material effect on the Company’s consolidated financial statements or disclosures. Recently Adopted Accounting Pronouncements In June 2016, 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 based upon a company’s historical credit loss experience, adjusted for asset-specific risk characteristics, current economic conditions, and reasonable forecasts, rather than incurred losses as required previously by the other-than-temporary impairment model. The ASU applies 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, and the Company adopted this standard effective January 1, 2023. The adoption of this standard primarily applied to the valuation of the Company’s accounts receivable. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements or disclosures, and the Company’s estimate of expected credit losses as of January 1, 2023, using the expected credit loss evaluation process described above, resulted in no adjustments to the provision for credit losses and no cumulative-effect adjustment to accumulated deficit on the adoption date of the standard.

REVENUE RECOGNITION

REVENUE RECOGNITION	9 Months Ended
	Sep. 30, 2023
Revenue from Contract with Customer [Abstract]
REVENUE RECOGNITION	REVENUE RECOGNITION Disaggregation of Revenues Net sales are disaggregated by the Company's segments, which represent its principal lines of business, as well as by the type of good or service, including sales of private label products, non-private label products or distributed brands, and sales of commercial fixtures. See Note 13, Segments , for disaggregated revenue by segment. Contract Assets and Liabilities The opening and closing balances of the Company’s customer trade receivables and customer deposit liability are as follows: Accounts Receivable, Net Customer Deposits Opening balance, January 1, 2023 $ 8,336 $ 4,338 Closing balance, September 30, 2023 8,351 4,926 Increase (decrease) $ 15 $ 588 Opening balance, January 1, 2022 $ 5,741 $ 11,686 Closing balance, September 30, 2022 10,147 5,390 Increase (decrease) $ 4,406 $ (6,296) Of the total amount of customer deposit liability as of January 1, 2023, $2.9 million was reported as revenue during the nine months ended September 30, 2023. 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.

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	9 Months Ended
	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	PROPERTY AND EQUIPMENT September 30, December 31, Vehicles $ 2,596 $ 2,176 Building and land 2,121 2,121 Leasehold improvements 12,268 12,562 Furniture, fixtures and equipment 14,951 13,195 Capitalized software 16,085 2,644 Construction-in-progress — 9,569 Total property and equipment, gross 48,021 42,267 Accumulated depreciation (19,075) (13,598) Property and equipment, net $ 28,946 $ 28,669 Depreciation expense for the three and nine months ended September 30, 2023 was $2.5 million and $5.8 million. Depreciation expense for the three and nine months ended September 30, 2022 was $1.7 million and $5.4 million.

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS	9 Months Ended
	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL AND INTANGIBLE ASSETS	GOODWILL AND INTANGIBLE ASSETS The changes in goodwill are as follows: September 30, 2023 December 31, Balance, beginning of period $ 15,978 $ 125,401 Goodwill additions and measurement period adjustments 830 7,234 Impairment — (116,657) Balance, end of period $ 16,808 $ 15,978 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 was contrary to prior experience. Management reassessed business performance expectations following persistent adverse developments in equity markets, deterioration in the environment in which the Company operates, 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 as of June 30, 2022. As a result, the Company performed a cash recoverability test on the following finite-lived intangible assets: customer relationships, trade names, and non-competes. For goodwill impairment testing purposes, the Company identified four reporting units, of which three were subject to a quantitative assessment. The Company determined the fair value of its reporting units using the income approach, where estimated future returns are discounted to present value at an appropriate rate of return. The Company recognized impairment losses for related to its finite-lived intangibles and goodwill on June 30, 2022 as disclosed in the table below. There were no goodwill or finite-lived intangible impairments recognized during the nine months ended September 30, 2023. The goodwill balance and impairment by segment are as follows: Retail E-commerce Distribution Total Gross carrying value at December 31, 2021 $ 101,811 $ 11,659 $ 11,931 $ 125,401 Acquisitions & measurement period adjustments 1,418 (341) 6,157 7,234 Gross carrying value at December 31, 2022 103,229 11,318 18,088 132,635 Acquisitions & measurement period adjustments 830 — — 830 Gross carrying value, at September 30, 2023 $ 104,059 $ 11,318 $ 18,088 $ 133,465 Accumulated impairment losses at December 31, 2021 $ — $ — $ — $ — Impairment (103,094) (9,848) (3,715) (116,657) Accumulated impairment losses at December 31, 2022 (103,094) (9,848) (3,715) (116,657) Impairment — — — — Accumulated impairment losses at September 30, 2023 $ (103,094) $ (9,848) $ (3,715) $ (116,657) Net carrying value at December 31, 2022 $ 135 $ 1,470 $ 14,373 $ 15,978 Net carrying value at September 30, 2023 $ 965 $ 1,470 $ 14,373 $ 16,808 A summary of intangible assets is as follows: Weighted-Average Amortization Period of Intangible Assets as of September 30, 2023 (in years) Trade names 2.47 Patents 2.34 Customer relationships 3.86 Non-competes 0.59 Intellectual property 2.42 Total 2.98 Intangible assets consist of the following: September 30, 2023 Gross Accumulated Net Trade names $ 29,062 $ (15,066) $ 13,996 Patents 100 (67) 33 Customer relationships 17,542 (8,308) 9,234 Non-competes 932 (727) 205 Intellectual property 2,065 (1,067) 998 Total $ 49,701 $ (25,235) $ 24,466 December 31, 2022 Gross Accumulated Net Trade names $ 29,062 $ (10,517) $ 18,545 Patents 100 (56) 44 Customer relationships 17,102 (6,501) 10,601 Non-competes 932 (551) 381 Intellectual property 2,065 (758) 1,307 Total $ 49,261 $ (18,383) $ 30,878 Intangibles and impairment by segment are as follows: Retail E-commerce Distribution Total Gross carrying value at December 31, 2021 $ 37,825 $ 2,501 $ 16,698 $ 57,024 Acquisitions & measurement period adjustments 229 — 3,182 3,411 Gross carrying value at December 31, 2022 38,054 2,501 19,880 60,435 Acquisitions & measurement period adjustments 440 — — 440 Gross carrying value at September 30, 2023 $ 38,494 $ 2,501 $ 19,880 $ 60,875 Accumulated amortization at December 31, 2021 $ (6,285) $ (354) $ (1,983) $ (8,622) Amortization (5,721) (460) (3,580) (9,761) Accumulated amortization at December 31, 2022 (12,006) (814) (5,563) (18,383) Amortization (3,793) (335) (2,724) (6,852) Accumulated amortization at September 30, 2023 $ (15,799) $ (1,149) $ (8,287) $ (25,235) Accumulated impairment losses at December 31, 2021 $ — $ — $ — $ — Impairments (11,079) (95) — (11,174) Accumulated impairment losses at December 31, 2022 (11,079) (95) — (11,174) Impairments — — — — Accumulated impairment losses September 30, 2023 $ (11,079) $ (95) $ — $ (11,174) Net carrying value at December 31, 2022 $ 14,969 $ 1,592 $ 14,317 $ 30,878 Net carrying value September 30, 2023 $ 11,616 $ 1,257 $ 11,593 $ 24,466 Amortization expense for the three and nine months ended September 30, 2023 was $2.2 million and $6.9 million. Amortization expense for the three and nine months ended September 30, 2022 was $2.2 million and $7.7 million. Future amortization expense as of September 30, 2023 is as follows: 2023, remainder $ 2,229 2024 8,799 2025 8,426 2026 3,663 2027 1,217 Thereafter 132 Total $ 24,466

INCOME TAXES

INCOME TAXES	9 Months Ended
	Sep. 30, 2023
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES For the nine months ended September 30, 2023, the effective tax rate was (0.42)%, compared to 1.74% for the nine months ended September 30, 2022. The effective tax rate for each of the nine months ended September 30, 2023 and 2022 is lower than the U.S. federal statutory rate of 21.0% primarily due to the Company’s valuation allowance against deferred tax assets. As of September 30, 2023, the Company concluded that its deferred tax assets are not expected to be realizable, based on positive and negative evidence, therefore it has assigned a full valuation allowance against them.

LEASES

LEASES	9 Months Ended
	Sep. 30, 2023
Leases [Abstract]
LEASES	LEASES The right-of-use assets and corresponding liabilities related to the Company's operating leases are as follow: September 30, December 31, Operating leases right-of-use assets $ 42,316 $ 46,433 Current maturities of lease liability $ 8,374 $ 8,131 Operating lease liability, net of current maturities 36,387 40,659 Total lease liability $ 44,761 $ 48,790 The weighted-average remaining lease terms and weighted-average discount rates for operating leases were as follows: September 30, September 30, Weighted average remaining lease term 6.07 years 6.68 years Weighted average discount rate 6.0 % 5.5 % Lease expense is recorded within the Company’s Condensed Consolidated Statements of Operations based upon the nature of the operating lease right-of-use assets. Where assets are used to directly serve our customers, such as retail locations and distribution centers, lease costs are recorded in Store operations and other operational expenses. Facilities and assets which serve management and support functions are expensed through Selling, general, and administrative. Additionally, the Company recorded sublease income of $0.3 million and $0.9 million for the three and nine months ended September 30, 2023, respectively, within Other income (expense) related to the sublease of a closed retail location. The components of lease expense are as follows: Three Months Ended September 30, 2023 2022 Operating lease costs $ 2,738 $ 2,615 Variable lease costs 176 664 Short-term lease costs 98 69 Total operating lease costs $ 3,012 $ 3,348 Nine Months Ended 2023 2022 Operating lease costs $ 8,434 $ 8,060 Variable lease costs 1,466 2,004 Short-term lease costs 241 306 Total operating lease costs $ 10,141 $ 10,370 Future maturities of the Company’s operating lease liabilities as of September 30, 2023 : 2023 (remainder of the year) $ 2,797 2024 10,519 2025 9,694 2026 7,844 2027 5,446 Thereafter 17,065 Total lease payments 53,365 Less: Imputed interest (8,604) Lease Liability at September 30, 2023 $ 44,761 Supplemental and other information related to leases was as follows: Nine Months Ended 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flow from operating leases $ 8,321 $ 7,692

SHARE BASED PAYMENTS

SHARE BASED PAYMENTS	9 Months Ended
	Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
SHARE BASED PAYMENTS	SHARE BASED PAYMENTS The Company maintains long-term incentive plans for employees, non-employee members of its Board of Directors, and consultants. The plans allow 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 awards made to employees and directors of the Company, including stock options and restricted shares. The Company also issues share-based awards in the form of common stock warrants to non-employees. The following table presents share-based award expense for the three and nine months ended September 30, 2023 and 2022: Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Restricted stock $ 938 $ 951 $ 2,452 $ 2,902 Stock options — — — 59 Warrants — 340 — 1,019 Total $ 938 $ 1,291 $ 2,452 $ 3,980 As of September 30, 2023, the Company had approximately $4.5 million of unamortized share-based compensation for share based awards, which are expected to be recognized over a weighted average period of approximately 1.9 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, 2023 is presented in the following table: Shares Weighted Average Grant Date Fair Value Nonvested, December 31, 2022 614,875 $ 9.41 Granted 1,110,000 $ 3.77 Vested (305,167) $ 5.77 Forfeited (345,750) $ 7.01 Nonvested, September 30, 2023 1,073,958 $ 5.42 The table below summarizes all option activity under all plans during the nine months ended September 30, 2023: Options Shares Weighted - Weighted - Weighted - Outstanding at December 31, 2022 604,498 $ 3.97 1.87 $ 2.24 Granted — — — — Exercised (20,000) 3.50 — — Forfeited or expired — — — — Outstanding at September 30, 2023 584,498 $ 3.99 1.17 $ 2.24 Vested at September 30, 2023 584,498 $ 3.99 1.17 $ 2.24 A summary of the status of the Company’s outstanding stock purchase warrants for the nine months ended September 30, 2023 is as follows: Warrants Weighted Average Outstanding at December 31, 2022 32,500 $ 10.61 Issued — — Exercised — — Forfeited (32,500) $ 10.61 Outstanding at September 30, 2023 — $ — 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 entitled the employees to receive an equity award with a specified dollar value of common stock on future dates ranging from June 15, 2023, through June 15, 2025. The awards generally vested over three years subject to the employee’s continued employment. On June 15, 2023, the three employees subject to these awards entered into new employment agreements which superseded the prior agreements and removed the liability awards from their compensation package. In accordance with ASC 718-20-35-2A through 718-20-35-9, these awards were evaluated and accounted for as modified awards. The liability of $0.7 million was relieved to additional paid-in capital and the incremental expense of $0.1 million will be recognized over the remaining term of the modified awards.

EARNINGS (LOSS) PER SHARE

EARNINGS (LOSS) PER SHARE	9 Months Ended
	Sep. 30, 2023
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 three and nine months ended September 30, 2023 and 2022: Three Months Ended September 30, September 30, Net income (loss) $ (7,349) $ (7,202) Weighted average shares outstanding, basic 61,272 60,855 Effect of dilution — — Adjusted weighted average shares outstanding, dilutive 61,272 60,855 Basic earnings (loss) per share $ (0.12) $ (0.12) Dilutive earnings (loss) per share $ (0.12) $ (0.12) Nine Months Ended September 30, September 30, Net income (loss) $ (19,182) $ (148,758) Weighted average shares outstanding, basic 61,127 60,771 Effect of dilution — — Adjusted weighted average shares outstanding, dilutive 61,127 60,771 Basic earnings (loss) per share $ (0.31) $ (2.45) Dilutive earnings (loss) per share $ (0.31) $ (2.45)

ACQUISITIONS

ACQUISITIONS	9 Months Ended
	Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]
ACQUISITIONS	ACQUISITIONS The Company's 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. There have been no measurement period adjustments during the current year. During the nine months ended September 30, 2022, measurement period adjustments included increasing goodwill by $1.3 million offset with intangible assets, which resulted in an insignificant reduction in amortization expense. All acquisition costs are expensed as incurred and recorded in Selling, general, and administrative expenses in the Condensed Consolidated Statements of Operations. Acquisitions during the nine months ended September 30, 2023 On May 23, 2023, the Company purchased substantially all of the assets of Southside Garden Supply ("Alaska"), a two-store chain of indoor/outdoor garden centers. The total consideration for the purchase of the Alaska assets was approximately $2.0 million, including $1.9 million in cash and an indemnity holdback of $0.1 million. The Alaska asset acquisition also included acquired goodwill of approximately $0.6 million, which represents the value expected to rise from organic growth and an opportunity for the Company to expand into a new market. Alaska is included in our Retail segment. Additionally, the Company made other, individually immaterial acquisitions during the nine months ended September 30, 2023. Total consideration for these purchases was approximately $1.2 million, including $1.1 million paid in cash and indemnity holdbacks of less than $0.1 million. These individually immaterial acquisitions also included aggregate acquired goodwill of approximately $0.3 million, which represents the value expected to rise from organic growth and an opportunity for the Company to expand into a new market. These acquisitions are included in our Retail segment. The table below represents the allocation of the purchase price to the acquired net assets during the nine months ended September 30, 2023. Alaska Other Total Inventory $ 720 $ 867 $ 1,587 Prepaids and other current assets 292 1 293 Furniture and equipment — 47 47 Operating lease right-of-use asset 630 648 1,278 Operating lease liability (630) (648) (1,278) Customer relationships 440 — 440 Goodwill 577 253 830 Total $ 2,029 $ 1,168 $ 3,197 The table below represents the consideration paid for the net assets acquired in business combinations during the nine months ended September 30, 2023. Alaska Other Total Cash $ 1,922 $ 1,128 $ 3,050 Indemnity holdback 107 40 147 Total $ 2,029 $ 1,168 $ 3,197 The following table discloses the date of the acquisitions noted above and the revenue and earnings included in the Condensed Consolidated Statement of Operations for the nine months ended September 30, 2023. Alaska Other Total Acquisition date May 23, 2023 Net sales $ 1,127 $ 2,044 $ 3,171 Net income (loss) $ (52) $ (17) $ (69) The following represents the pro forma Condensed Consolidated Statement of Operations as if the acquisitions had been included in the consolidated results of the Company for the entire period for the three and nine months ended September 30, 2023, and 2022. Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net sales $ 55,499 $ 74,747 $ 178,465 228,915 Net income (loss) $ (7,726) $ (7,193) $ (19,217) (148,863) Acquisitions during 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 provided 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 during the nine months ended September 30, 2022. 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 nine months 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 Net sales $ 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. Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Net sales $ 80,901 $ 235,443 Net income (loss) $ (135,514) $ (149,316)

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES Legal Matters The Company is involved in lawsuits and claims that arise in the normal course of business, including the initiation and defense of proceedings related to contract and employment disputes. In the Company's opinion, these claims individually and in the aggregate are not expected to have a material adverse effect on its financial condition, results of operations, or cash flows. In December 2021, the Company was sued in the U.S. District Court for the Southern District of Texas related to a Promissory Note & Asset Acquisition Rights Option (“Note & Option”) with TGC Systems, LLC (“Total Grow”). The case was dismissed and the parties submitted the matter to arbitration pursuant to the arbitration clause of the Note & Option. Among other claims, Total Grow alleged that the Company was liable to Total Grow based on promissory estoppel and breach of contract for failing to consummate the acquisition of Total Grow by the Company. The Company counterclaimed for repayment of $1.5 million principal plus interest loaned by the Company to Total Grow pursuant to the Note & Option. The Company accrued a reserve of $1.5 million against the Note & Option. On July 26, 2023, the arbitrator denied all of Total Grow's claims and defenses, determined that the Company prevailed in its counterclaim, and awarded the Company an award in full settlement of the matter. The Company is in the process of attempting to collect the arbitration award from Total Grow. There can be no assurance that future developments related to pending claims or claims filed in the future, whether as a result of adverse outcomes or as a result of significant defense costs, will not have a material effect on the Company’s financial condition, results of operations, or cash flows. The Company believes that its assessment of contingencies is reasonable and that the related accruals, in the aggregate, are adequate; however, there can be no assurance that the final resolution of these matters will not have a material effect on the Company's financial condition, results of operations, 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, 2023, 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, 2023
Segment Reporting [Abstract]
SEGMENTS	SEGMENTS 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 an individual segment based on that segment's profitability. Retail – The core of the Company's business strategy is to operate the largest chain of retail garden centers in the U.S. The hydroponic retail landscape is fragmented, which has allowed us to acquire “best of breed” hydroponic retail operations and leverage efficiencies of a centralized organization. Some of our garden centers have multi-functions, with added capabilities that include warehousing, distribution, and fulfillment for the Company's online platforms and commercial customers. The retail segment also includes the Company's commercial sales organization, which is focused on selling products and services, including end-to-end solutions, for large commercial cultivators outside of the physical retail network. When commercial customers gain new cultivation licenses, they need lighting, benching, environmental control systems, irrigation, fertigation, and other products to outfit their facilities. Existing facilities also need consumable products for operations, as well as equipment updates from time to time. Commercial customers typically purchase large dollar amounts, quantities, and sizes of products. The Company offers commercial customers volume pricing, terms, and financing. E-commerce – The Company's digital strategy is primarily focused on capturing the home, craft, and commercial grower online. GrowGeneration.com offers thousands of hydroponic products, all curated by the Company's product team. GrowGeneration.com offers customers the option to have their orders shipped directly to their locations, anywhere in North America. GrowGeneration also sells its products through its distribution website, HRGdist.com, and online marketplaces such as Amazon and Walmart. 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. In March 2021, the Company purchased Charcoir, a line of premium coco pots, cubes and medium. In December 2021, the Company purchased the assets of Mobile Media, Inc., a mobile shelving and storage solutions developer and manufacturer. In February 2022, the Company purchased the assets of Horticultural Rep Group, Inc., a specialty marketing and sales organization specializing in horticultural products. These products are integrated into the Company's retail, e-commerce, and direct sales activities, and it receive incremental revenue from their sale. Disaggregated revenue by segment is presented in the following table: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net sales Retail Private label sales $ 6,797 $ 6,381 $ 20,598 $ 19,477 Non-private label sales 34,600 41,567 107,117 148,121 Total retail 41,397 47,948 127,715 167,598 E-Commerce Private label sales 553 253 1,214 953 Non-private label sales 2,207 2,820 8,541 11,083 Total e-commerce 2,760 3,073 9,755 12,036 Distribution and other Private label sales 1,954 2,244 5,819 8,244 Non-private label sales 1,924 3,150 9,424 11,097 Commercial fixture sales 7,643 14,435 23,717 24,735 Total distribution and other 11,521 19,829 38,960 44,076 Total net sales $ 55,678 $ 70,850 $ 176,430 $ 223,710 Selected information by segment is presented in the following tables: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net sales Retail $ 41,397 $ 47,948 $ 127,715 $ 167,598 E-Commerce 2,760 3,073 9,755 12,036 Distribution and other 11,521 19,829 38,960 44,076 Total net sales $ 55,678 $ 70,850 $ 176,430 $ 223,710 Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Gross profit Retail $ 10,747 $ 10,354 $ 33,005 $ 41,448 E-Commerce 885 826 2,566 3,280 Distribution and other 4,556 7,154 14,043 15,973 Total gross profit $ 16,188 $ 18,334 $ 49,614 $ 60,701 Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Income (Loss) from operations Retail $ (7,584) $ (23,653) $ (21,206) $ (137,939) E-Commerce (754) (2,830) (1,682) (11,869) Distribution and other 36 18,389 256 (2,308) Total income (loss) from operations $ (8,302) $ (8,094) $ (22,632) $ (152,116)

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Pay vs Performance Disclosure
Net income (loss)	$ (7,349)	$ (7,202)	$ (19,182)	$ (148,758)

GENERAL (Policies)

GENERAL (Policies)	9 Months Ended
	Sep. 30, 2023
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 the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (“2022 Form 10-K”). There were no significant changes to the Company's significant accounting policies as disclosed in our 2022 Form 10-K. The results reported in these unaudited Condensed Consolidated Financial Statements are not necessarily indicative of results for the full fiscal year. All amounts included in the accompanying footnotes to the consolidated financial statements, except per share data, are in thousands (000).
Use of Estimates	Use of Estimates Management uses estimates and assumptions in preparing these consolidated financial statements in accordance with U.S. GAAP. 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.
New Accounting Pronouncements and Recently Adopted 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”). The Company has implemented all new accounting pronouncements that are in effect and that may impact our financial statements. In addition to the accounting pronouncement discussed below, no other new accounting pronouncement issued or effective during the fiscal year had or is expected to have a material effect on the Company’s consolidated financial statements or disclosures. Recently Adopted Accounting Pronouncements In June 2016, 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 based upon a company’s historical credit loss experience, adjusted for asset-specific risk characteristics, current economic conditions, and reasonable forecasts, rather than incurred losses as required previously by the other-than-temporary impairment model. The ASU applies 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, and the Company adopted this standard effective January 1, 2023. The adoption of this standard primarily applied to the valuation of the Company’s accounts receivable. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements or disclosures, and the Company’s estimate of expected credit losses as of January 1, 2023, using the expected credit loss evaluation process described above, resulted in no adjustments to the provision for credit losses and no cumulative-effect adjustment to accumulated deficit on the adoption date of the standard.

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Sep. 30, 2023
Fair Value Disclosures [Abstract]
Schedule of fair value of impaired notes receivable	Level September 30, December 31, Cash equivalents 1 $ 16,560 $ 25,087 Marketable securities 2 $ 35,203 $ 31,852

REVENUE RECOGNITION (Tables)

REVENUE RECOGNITION (Tables)	9 Months Ended
	Sep. 30, 2023
Revenue from Contract with Customer [Abstract]
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: Accounts Receivable, Net Customer Deposits Opening balance, January 1, 2023 $ 8,336 $ 4,338 Closing balance, September 30, 2023 8,351 4,926 Increase (decrease) $ 15 $ 588 Opening balance, January 1, 2022 $ 5,741 $ 11,686 Closing balance, September 30, 2022 10,147 5,390 Increase (decrease) $ 4,406 $ (6,296)

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	9 Months Ended
	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
Schedule of property and equipment	September 30, December 31, Vehicles $ 2,596 $ 2,176 Building and land 2,121 2,121 Leasehold improvements 12,268 12,562 Furniture, fixtures and equipment 14,951 13,195 Capitalized software 16,085 2,644 Construction-in-progress — 9,569 Total property and equipment, gross 48,021 42,267 Accumulated depreciation (19,075) (13,598) Property and equipment, net $ 28,946 $ 28,669

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS (Tables)	9 Months Ended
	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of goodwill	The changes in goodwill are as follows: September 30, 2023 December 31, Balance, beginning of period $ 15,978 $ 125,401 Goodwill additions and measurement period adjustments 830 7,234 Impairment — (116,657) Balance, end of period $ 16,808 $ 15,978 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 was contrary to prior experience. Management reassessed business performance expectations following persistent adverse developments in equity markets, deterioration in the environment in which the Company operates, 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 as of June 30, 2022. As a result, the Company performed a cash recoverability test on the following finite-lived intangible assets: customer relationships, trade names, and non-competes. For goodwill impairment testing purposes, the Company identified four reporting units, of which three were subject to a quantitative assessment. The Company determined the fair value of its reporting units using the income approach, where estimated future returns are discounted to present value at an appropriate rate of return. The Company recognized impairment losses for related to its finite-lived intangibles and goodwill on June 30, 2022 as disclosed in the table below. There were no goodwill or finite-lived intangible impairments recognized during the nine months ended September 30, 2023. The goodwill balance and impairment by segment are as follows: Retail E-commerce Distribution Total Gross carrying value at December 31, 2021 $ 101,811 $ 11,659 $ 11,931 $ 125,401 Acquisitions & measurement period adjustments 1,418 (341) 6,157 7,234 Gross carrying value at December 31, 2022 103,229 11,318 18,088 132,635 Acquisitions & measurement period adjustments 830 — — 830 Gross carrying value, at September 30, 2023 $ 104,059 $ 11,318 $ 18,088 $ 133,465 Accumulated impairment losses at December 31, 2021 $ — $ — $ — $ — Impairment (103,094) (9,848) (3,715) (116,657) Accumulated impairment losses at December 31, 2022 (103,094) (9,848) (3,715) (116,657) Impairment — — — — Accumulated impairment losses at September 30, 2023 $ (103,094) $ (9,848) $ (3,715) $ (116,657) Net carrying value at December 31, 2022 $ 135 $ 1,470 $ 14,373 $ 15,978 Net carrying value at September 30, 2023 $ 965 $ 1,470 $ 14,373 $ 16,808
Schedule of intangible assets	A summary of intangible assets is as follows: Weighted-Average Amortization Period of Intangible Assets as of September 30, 2023 (in years) Trade names 2.47 Patents 2.34 Customer relationships 3.86 Non-competes 0.59 Intellectual property 2.42 Total 2.98 Intangible assets consist of the following: September 30, 2023 Gross Accumulated Net Trade names $ 29,062 $ (15,066) $ 13,996 Patents 100 (67) 33 Customer relationships 17,542 (8,308) 9,234 Non-competes 932 (727) 205 Intellectual property 2,065 (1,067) 998 Total $ 49,701 $ (25,235) $ 24,466 December 31, 2022 Gross Accumulated Net Trade names $ 29,062 $ (10,517) $ 18,545 Patents 100 (56) 44 Customer relationships 17,102 (6,501) 10,601 Non-competes 932 (551) 381 Intellectual property 2,065 (758) 1,307 Total $ 49,261 $ (18,383) $ 30,878 Intangibles and impairment by segment are as follows: Retail E-commerce Distribution Total Gross carrying value at December 31, 2021 $ 37,825 $ 2,501 $ 16,698 $ 57,024 Acquisitions & measurement period adjustments 229 — 3,182 3,411 Gross carrying value at December 31, 2022 38,054 2,501 19,880 60,435 Acquisitions & measurement period adjustments 440 — — 440 Gross carrying value at September 30, 2023 $ 38,494 $ 2,501 $ 19,880 $ 60,875 Accumulated amortization at December 31, 2021 $ (6,285) $ (354) $ (1,983) $ (8,622) Amortization (5,721) (460) (3,580) (9,761) Accumulated amortization at December 31, 2022 (12,006) (814) (5,563) (18,383) Amortization (3,793) (335) (2,724) (6,852) Accumulated amortization at September 30, 2023 $ (15,799) $ (1,149) $ (8,287) $ (25,235) Accumulated impairment losses at December 31, 2021 $ — $ — $ — $ — Impairments (11,079) (95) — (11,174) Accumulated impairment losses at December 31, 2022 (11,079) (95) — (11,174) Impairments — — — — Accumulated impairment losses September 30, 2023 $ (11,079) $ (95) $ — $ (11,174) Net carrying value at December 31, 2022 $ 14,969 $ 1,592 $ 14,317 $ 30,878 Net carrying value September 30, 2023 $ 11,616 $ 1,257 $ 11,593 $ 24,466
Schedule of future amortization expense	Future amortization expense as of September 30, 2023 is as follows: 2023, remainder $ 2,229 2024 8,799 2025 8,426 2026 3,663 2027 1,217 Thereafter 132 Total $ 24,466

LEASES (Tables)

LEASES (Tables)	9 Months Ended
	Sep. 30, 2023
Leases [Abstract]
Schedule of lease balances within our condensed consolidated balance sheet	The right-of-use assets and corresponding liabilities related to the Company's operating leases are as follow: September 30, December 31, Operating leases right-of-use assets $ 42,316 $ 46,433 Current maturities of lease liability $ 8,374 $ 8,131 Operating lease liability, net of current maturities 36,387 40,659 Total lease liability $ 44,761 $ 48,790
Schedule of other information related to leases	The weighted-average remaining lease terms and weighted-average discount rates for operating leases were as follows: September 30, September 30, Weighted average remaining lease term 6.07 years 6.68 years Weighted average discount rate 6.0 % 5.5 %
Schedule of operating lease assets	The components of lease expense are as follows: Three Months Ended September 30, 2023 2022 Operating lease costs $ 2,738 $ 2,615 Variable lease costs 176 664 Short-term lease costs 98 69 Total operating lease costs $ 3,012 $ 3,348 Nine Months Ended 2023 2022 Operating lease costs $ 8,434 $ 8,060 Variable lease costs 1,466 2,004 Short-term lease costs 241 306 Total operating lease costs $ 10,141 $ 10,370
Schedule of operating lease liabilities maturity	Future maturities of the Company’s operating lease liabilities as of September 30, 2023 : 2023 (remainder of the year) $ 2,797 2024 10,519 2025 9,694 2026 7,844 2027 5,446 Thereafter 17,065 Total lease payments 53,365 Less: Imputed interest (8,604) Lease Liability at September 30, 2023 $ 44,761
Schedule of Supplemental and Other Information For Leases	Supplemental and other information related to leases was as follows: Nine Months Ended 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flow from operating leases $ 8,321 $ 7,692

SHARE BASED PAYMENTS (Tables)

SHARE BASED PAYMENTS (Tables)	9 Months Ended
	Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
Schedule of share-based award expense	The following table presents share-based award expense for the three and nine months ended September 30, 2023 and 2022: Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Restricted stock $ 938 $ 951 $ 2,452 $ 2,902 Stock options — — — 59 Warrants — 340 — 1,019 Total $ 938 $ 1,291 $ 2,452 $ 3,980
Schedule of restricted stock activity	Restricted stock activity for the nine months ended September 30, 2023 is presented in the following table: Shares Weighted Average Grant Date Fair Value Nonvested, December 31, 2022 614,875 $ 9.41 Granted 1,110,000 $ 3.77 Vested (305,167) $ 5.77 Forfeited (345,750) $ 7.01 Nonvested, September 30, 2023 1,073,958 $ 5.42
Schedule of stock options	The table below summarizes all option activity under all plans during the nine months ended September 30, 2023: Options Shares Weighted - Weighted - Weighted - Outstanding at December 31, 2022 604,498 $ 3.97 1.87 $ 2.24 Granted — — — — Exercised (20,000) 3.50 — — Forfeited or expired — — — — Outstanding at September 30, 2023 584,498 $ 3.99 1.17 $ 2.24 Vested at September 30, 2023 584,498 $ 3.99 1.17 $ 2.24
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, 2023 is as follows: Warrants Weighted Average Outstanding at December 31, 2022 32,500 $ 10.61 Issued — — Exercised — — Forfeited (32,500) $ 10.61 Outstanding at September 30, 2023 — $ —

EARNINGS (LOSS) PER SHARE (Tabl

EARNINGS (LOSS) PER SHARE (Tables)	9 Months Ended
	Sep. 30, 2023
Earnings Per Share [Abstract]
Schedule of weighted average shares (denominator) used in the basic and dilutive earnings per share	The following table sets forth the composition of the weighted average shares (denominator) used in the basic and dilutive earnings per share computation for the three and nine months ended September 30, 2023 and 2022: Three Months Ended September 30, September 30, Net income (loss) $ (7,349) $ (7,202) Weighted average shares outstanding, basic 61,272 60,855 Effect of dilution — — Adjusted weighted average shares outstanding, dilutive 61,272 60,855 Basic earnings (loss) per share $ (0.12) $ (0.12) Dilutive earnings (loss) per share $ (0.12) $ (0.12) Nine Months Ended September 30, September 30, Net income (loss) $ (19,182) $ (148,758) Weighted average shares outstanding, basic 61,127 60,771 Effect of dilution — — Adjusted weighted average shares outstanding, dilutive 61,127 60,771 Basic earnings (loss) per share $ (0.31) $ (2.45) Dilutive earnings (loss) per share $ (0.31) $ (2.45)

ACQUISITIONS (Tables)

ACQUISITIONS (Tables)	9 Months Ended
	Sep. 30, 2023
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, 2023. Alaska Other Total Inventory $ 720 $ 867 $ 1,587 Prepaids and other current assets 292 1 293 Furniture and equipment — 47 47 Operating lease right-of-use asset 630 648 1,278 Operating lease liability (630) (648) (1,278) Customer relationships 440 — 440 Goodwill 577 253 830 Total $ 2,029 $ 1,168 $ 3,197 The table below represents the consideration paid for the net assets acquired in business combinations during the nine months ended September 30, 2023. Alaska Other Total Cash $ 1,922 $ 1,128 $ 3,050 Indemnity holdback 107 40 147 Total $ 2,029 $ 1,168 $ 3,197 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 during the nine months ended September 30, 2022. HRG Cash $ 6,806 Indemnity stock holdback 875 Common stock 5,710 Total $ 13,391
Schedule of revenue and earnings included in consolidated income statement	The following table discloses the date of the acquisitions noted above and the revenue and earnings included in the Condensed Consolidated Statement of Operations for the nine months ended September 30, 2023. Alaska Other Total Acquisition date May 23, 2023 Net sales $ 1,127 $ 2,044 $ 3,171 Net income (loss) $ (52) $ (17) $ (69) 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 nine months 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 Net sales $ 13,474 Net Income (loss) $ (209)
Schedule of proforma consolidated income statement	The following represents the pro forma Condensed Consolidated Statement of Operations as if the acquisitions had been included in the consolidated results of the Company for the entire period for the three and nine months ended September 30, 2023, and 2022. Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net sales $ 55,499 $ 74,747 $ 178,465 228,915 Net income (loss) $ (7,726) $ (7,193) $ (19,217) (148,863) 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. Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Net sales $ 80,901 $ 235,443 Net income (loss) $ (135,514) $ (149,316)

SEGMENTS (Tables)

SEGMENTS (Tables)	9 Months Ended
	Sep. 30, 2023
Segment Reporting [Abstract]
Schedule of disaggregation of revenues	Disaggregated revenue by segment is presented in the following table: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net sales Retail Private label sales $ 6,797 $ 6,381 $ 20,598 $ 19,477 Non-private label sales 34,600 41,567 107,117 148,121 Total retail 41,397 47,948 127,715 167,598 E-Commerce Private label sales 553 253 1,214 953 Non-private label sales 2,207 2,820 8,541 11,083 Total e-commerce 2,760 3,073 9,755 12,036 Distribution and other Private label sales 1,954 2,244 5,819 8,244 Non-private label sales 1,924 3,150 9,424 11,097 Commercial fixture sales 7,643 14,435 23,717 24,735 Total distribution and other 11,521 19,829 38,960 44,076 Total net sales $ 55,678 $ 70,850 $ 176,430 $ 223,710
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, 2023 2022 2023 2022 Net sales Retail $ 41,397 $ 47,948 $ 127,715 $ 167,598 E-Commerce 2,760 3,073 9,755 12,036 Distribution and other 11,521 19,829 38,960 44,076 Total net sales $ 55,678 $ 70,850 $ 176,430 $ 223,710 Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Gross profit Retail $ 10,747 $ 10,354 $ 33,005 $ 41,448 E-Commerce 885 826 2,566 3,280 Distribution and other 4,556 7,154 14,043 15,973 Total gross profit $ 16,188 $ 18,334 $ 49,614 $ 60,701 Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Income (Loss) from operations Retail $ (7,584) $ (23,653) $ (21,206) $ (137,939) E-Commerce (754) (2,830) (1,682) (11,869) Distribution and other 36 18,389 256 (2,308) Total income (loss) from operations $ (8,302) $ (8,094) $ (22,632) $ (152,116)

GENERAL (Details)

GENERAL (Details)	Sep. 30, 2023 store state
Accounting Policies [Abstract]
Number of stores | store	56
Number of states in which entity operates | state	18

FAIR VALUE MEASUREMENTS - Sched

FAIR VALUE MEASUREMENTS - Schedule of fair value of impaired notes receivable (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Marketable securities	$ 35,203	$ 31,852
Fair Value, Inputs, Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash equivalents	16,560	25,087
Fair Value, Inputs, Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Marketable securities	$ 35,203	$ 31,852

FAIR VALUE MEASUREMENTS - Narra

FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2023	Sep. 30, 2022
Fair Value, Option, Quantitative Disclosures [Line Items]
Change in fair value of marketable securities		$ 981	$ 0
Other Nonoperating Income (Expense)
Fair Value, Option, Quantitative Disclosures [Line Items]
Change in fair value of marketable securities	$ 500	$ 1,000

REVENUE RECOGNITION - Schedule

REVENUE RECOGNITION - Schedule of customer trade receivables and customer deposit liability (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Accounts Receivable, Net
Revenue Recognition, Customer Deposits [Roll Forward]
Opening balance	$ 8,336	$ 5,741
Closing balance	8,351	10,147
Increase (decrease)	15	4,406
Customer Deposits
Revenue Recognition, Customer Deposits [Roll Forward]
Opening balance	4,338	11,686
Closing balance	4,926	5,390
Increase (decrease)	$ 588	$ (6,296)

REVENUE RECOGNITION - Narrative

REVENUE RECOGNITION - Narrative (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Revenue from Contract with Customer [Abstract]
Revenue recognized from contract with customer liability	$ 2.9	$ 11.1

PROPERTY AND EQUIPMENT - Schedu

PROPERTY AND EQUIPMENT - Schedule of property and equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	$ 48,021	$ 42,267
Accumulated depreciation	(19,075)	(13,598)
Property and equipment, net	28,946	28,669
Vehicles
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	2,596	2,176
Building and land
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	2,121	2,121
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	12,268	12,562
Furniture, fixtures and equipment
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	14,951	13,195
Capitalized software
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	16,085	2,644
Construction-in-progress
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	$ 0	$ 9,569

PROPERTY AND EQUIPMENT - Narrat

PROPERTY AND EQUIPMENT - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 2.5	$ 1.7	$ 5.8	$ 5.4

GOODWILL AND INTANGIBLE ASSET_2

GOODWILL AND INTANGIBLE ASSETS - Narrative (Details)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023 USD ($) reportingUnit	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) reportingUnit	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Number of reporting units | reportingUnit			4
Number of reporting units subject to a quantitative assessment | reportingUnit	3		3
Goodwill impairment | $			$ 0		$ 116,657,000
Amortization expense | $	$ 2,200,000	$ 2,200,000	$ 6,852,000	$ 7,700,000	$ 9,761,000

GOODWILL AND INTANGIBLE ASSET_3

GOODWILL AND INTANGIBLE ASSETS - Schedule of goodwill (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Goodwill [Roll Forward]
Balance, beginning of period	$ 15,978,000	$ 125,401,000
Goodwill additions and measurement period adjustments	830,000	7,234,000
Impairment	0	(116,657,000)
Balance, end of period	$ 16,808,000	$ 15,978,000

GOODWILL AND INTANGIBLE ASSET_4

GOODWILL AND INTANGIBLE ASSETS - Schedule of goodwill and impairment (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Goodwill [Roll Forward]
Beginning balance	$ 132,635,000	$ 125,401,000
Acquisitions & measurement period adjustments	830,000	7,234,000
Ending balance	133,465,000	132,635,000
Goodwill, Impairment [Roll Forward]
Beginning balance	(116,657,000)	0
Impairment	0	(116,657,000)
Ending balance	(116,657,000)	(116,657,000)
Net carrying value	16,808,000	15,978,000	$ 125,401,000
Retail
Goodwill [Roll Forward]
Beginning balance	103,229,000	101,811,000
Acquisitions & measurement period adjustments	830,000	1,418,000
Ending balance	104,059,000	103,229,000
Goodwill, Impairment [Roll Forward]
Beginning balance	(103,094,000)	0
Impairment	0	(103,094,000)
Ending balance	(103,094,000)	(103,094,000)
Net carrying value	965,000	135,000
E-Commerce
Goodwill [Roll Forward]
Beginning balance	11,318,000	11,659,000
Acquisitions & measurement period adjustments	0	(341,000)
Ending balance	11,318,000	11,318,000
Goodwill, Impairment [Roll Forward]
Beginning balance	(9,848,000)	0
Impairment	0	(9,848,000)
Ending balance	(9,848,000)	(9,848,000)
Net carrying value	1,470,000	1,470,000
Distribution and other
Goodwill [Roll Forward]
Beginning balance	18,088,000	11,931,000
Acquisitions & measurement period adjustments	0	6,157,000
Ending balance	18,088,000	18,088,000
Goodwill, Impairment [Roll Forward]
Beginning balance	(3,715,000)	0
Impairment	0	(3,715,000)
Ending balance	(3,715,000)	(3,715,000)
Net carrying value	$ 14,373,000	$ 14,373,000

GOODWILL AND INTANGIBLE ASSET_5

GOODWILL AND INTANGIBLE ASSETS - Schedule of intangible assets (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Amortization Period of Intangible Assets	2 years 11 months 23 days
Gross Carrying Amount	$ 49,701	$ 49,261
Accumulated Amortization	(25,235)	(18,383)	$ (8,622)
Total	$ 24,466	30,878
Trade names
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Amortization Period of Intangible Assets	2 years 5 months 19 days
Gross Carrying Amount	$ 29,062	29,062
Accumulated Amortization	(15,066)	(10,517)
Total	$ 13,996	18,545
Patents
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Amortization Period of Intangible Assets	2 years 4 months 2 days
Gross Carrying Amount	$ 100	100
Accumulated Amortization	(67)	(56)
Total	$ 33	44
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Amortization Period of Intangible Assets	3 years 10 months 9 days
Gross Carrying Amount	$ 17,542	17,102
Accumulated Amortization	(8,308)	(6,501)
Total	$ 9,234	10,601
Non-competes
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Amortization Period of Intangible Assets	7 months 2 days
Gross Carrying Amount	$ 932	932
Accumulated Amortization	(727)	(551)
Total	$ 205	381
Intellectual property
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Amortization Period of Intangible Assets	2 years 5 months 1 day
Gross Carrying Amount	$ 2,065	2,065
Accumulated Amortization	(1,067)	(758)
Total	$ 998	$ 1,307

GOODWILL AND INTANGIBLE ASSET_6

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, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Finite Lived Intangible Assets Acquired And Purchase Accounting Adjustments [Roll Forward]
Beginning balance			$ 60,435	$ 57,024	$ 57,024
Acquisitions & measurement period adjustments			440		3,411
Ending balance	$ 60,875		60,875		60,435
Finite-Lived Intangible Assets, Accumulated Amortization [Roll Forward]
Beginning balance			(18,383)	(8,622)	(8,622)
Amortization	(2,200)	$ (2,200)	(6,852)	(7,700)	(9,761)
Ending balance	(25,235)		(25,235)		(18,383)
Finite-Lived Intangible Assets, Accumulated Impairment [Roll Forward]
Beginning balance			(11,174)	0	0
Impairments			0		(11,174)
Ending balance	(11,174)		(11,174)		(11,174)
Total	24,466		24,466		30,878
Retail
Finite Lived Intangible Assets Acquired And Purchase Accounting Adjustments [Roll Forward]
Beginning balance			38,054	37,825	37,825
Acquisitions & measurement period adjustments			440		229
Ending balance	38,494		38,494		38,054
Finite-Lived Intangible Assets, Accumulated Amortization [Roll Forward]
Beginning balance			(12,006)	(6,285)	(6,285)
Amortization			(3,793)		(5,721)
Ending balance	(15,799)		(15,799)		(12,006)
Finite-Lived Intangible Assets, Accumulated Impairment [Roll Forward]
Beginning balance			(11,079)	0	0
Impairments			0		(11,079)
Ending balance	(11,079)		(11,079)		(11,079)
Total	11,616		11,616		14,969
E-Commerce
Finite Lived Intangible Assets Acquired And Purchase Accounting Adjustments [Roll Forward]
Beginning balance			2,501	2,501	2,501
Acquisitions & measurement period adjustments			0		0
Ending balance	2,501		2,501		2,501
Finite-Lived Intangible Assets, Accumulated Amortization [Roll Forward]
Beginning balance			(814)	(354)	(354)
Amortization			(335)		(460)
Ending balance	(1,149)		(1,149)		(814)
Finite-Lived Intangible Assets, Accumulated Impairment [Roll Forward]
Beginning balance			(95)	0	0
Impairments			0		(95)
Ending balance	(95)		(95)		(95)
Total	1,257		1,257		1,592
Distribution and other
Finite Lived Intangible Assets Acquired And Purchase Accounting Adjustments [Roll Forward]
Beginning balance			19,880	16,698	16,698
Acquisitions & measurement period adjustments			0		3,182
Ending balance	19,880		19,880		19,880
Finite-Lived Intangible Assets, Accumulated Amortization [Roll Forward]
Beginning balance			(5,563)	(1,983)	(1,983)
Amortization			(2,724)		(3,580)
Ending balance	(8,287)		(8,287)		(5,563)
Finite-Lived Intangible Assets, Accumulated Impairment [Roll Forward]
Beginning balance			0	$ 0	0
Impairments			0		0
Ending balance	0		0		0
Total	$ 11,593		$ 11,593		$ 14,317

GOODWILL AND INTANGIBLE ASSET_7

GOODWILL AND INTANGIBLE ASSETS - Schedule of future amortization expense (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
2023, remainder	$ 2,229
2024	8,799
2025	8,426
2026	3,663
2027	1,217
Thereafter	132
Total	$ 24,466	$ 30,878

INCOME TAXES (Details)

INCOME TAXES (Details)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Effective tax rate	(0.42%)	1.74%

LEASES - Narrative (Details)

LEASES - Narrative (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2023
Leases [Abstract]
Sublease income	$ 0.3	$ 0.9

LEASES - Schedule of lease bala

LEASES - Schedule of lease balances within our condensed consolidated balance sheet (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Leases [Abstract]
Operating leases right-of-use assets	$ 42,316	$ 46,433
Current maturities of lease liability	8,374	8,131
Operating lease liability, net of current maturities	36,387	40,659
Total	$ 44,761	$ 48,790

LEASES - Schedule of other info

LEASES - Schedule of other information related to leases (Details)	Sep. 30, 2023	Sep. 30, 2022
Leases [Abstract]
Weighted average remaining lease term	6 years 25 days	6 years 8 months 4 days
Weighted average discount rate	6%	5.50%

LEASES - Schedule of operating

LEASES - Schedule of operating lease assets (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Leases [Abstract]
Operating lease costs	$ 2,738	$ 2,615	$ 8,434	$ 8,060
Variable lease costs	176	664	1,466	2,004
Short-term lease costs	98	69	241	306
Total operating lease costs	$ 3,012	$ 3,348	$ 10,141	$ 10,370

LEASES - Schedule of future min

LEASES - Schedule of future minimum rental payments (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Leases [Abstract]
2023 (remainder of the year)	$ 2,797
2024	10,519
2025	9,694
2026	7,844
2027	5,446
Thereafter	17,065
Total lease payments	53,365
Less: Imputed interest	(8,604)
Lease Liability at September 30, 2023	$ 44,761	$ 48,790

LEASES - Schedule of Supplement

LEASES - Schedule of Supplemental and Other Information (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Leases [Abstract]
Operating Cash Flow From Operating Leases	$ 8,321	$ 7,692

SHARE BASED PAYMENTS - Schedule

SHARE BASED PAYMENTS - Schedule of share-based award expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Share Based Payments and Stock Options (Details) - Schedule of share-based payment expense [Line Items]
Total	$ 938	$ 1,291	$ 2,452	$ 3,980
Warrants
Share Based Payments and Stock Options (Details) - Schedule of share-based payment expense [Line Items]
Total	0	340	0	1,019
Restricted stock
Share Based Payments and Stock Options (Details) - Schedule of share-based payment expense [Line Items]
Total	938	951	2,452	2,902
Stock options
Share Based Payments and Stock Options (Details) - Schedule of share-based payment expense [Line Items]
Total	$ 0	$ 0	$ 0	$ 59

SHARE BASED PAYMENTS - Narrativ

SHARE BASED PAYMENTS - Narrative (Details) $ in Thousands		3 Months Ended		9 Months Ended
	Jun. 15, 2023 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Jul. 15, 2023 employee
Share Based Payments and Stock Options (Details) [Line Items]
Stock-based compensation expense		$ 938	$ 1,291	$ 2,452	$ 3,980
Liability Awards
Share Based Payments and Stock Options (Details) [Line Items]
Award vesting period				3 years
Number of employee subjected to awards | employee						3
Liability relieved to additional paid-in capital	$ 700
Incremental expense	$ 100
Option
Share Based Payments and Stock Options (Details) [Line Items]
Unamortized share-based compensation				$ 4,500
Weighted average period				1 year 10 months 24 days
Common Stock Warrants
Share Based Payments and Stock Options (Details) [Line Items]
Stock-based compensation expense		$ 0	$ 340	$ 0	$ 1,019

SHARE BASED PAYMENTS - Schedu_2

SHARE BASED PAYMENTS - Schedule of restricted stock activity (Details) - Restricted stock	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Shares
Nonvested, beginning balance (in shares) | shares	614,875
Granted (in shares) | shares	1,110,000
Vested (in shares) | shares	(305,167)
Forfeited (in shares) | shares	(345,750)
Nonvested, ending balance (in shares) | shares	1,073,958
Weighted Average Grant Date Fair Value
Nonvested, beginning balance (in dollars per share) | $ / shares	$ 9.41
Granted (in dollars per share) | $ / shares	3.77
Vested (in dollars per share) | $ / shares	5.77
Forfeited (in dollars per share) | $ / shares	7.01
Nonvested, ending balance (in dollars per share) | $ / shares	$ 5.42

SHARE BASED PAYMENTS - Schedu_3

SHARE BASED PAYMENTS - Schedule of stock options (Details) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Shares
Beginning balance, Outstanding (in shares)	604,498
Granted (in shares)	0
Exercised (in shares)	(20,000)
Forfeited or expired (in shares)	0
Ending balance, Outstanding (in shares)	584,498	604,498
Weighted - Average Exercise Price
Weighted - Average Exercise Price, Outstanding beginning balance (in dollars per share)	$ 3.97
Weighted - Average Exercise Price, Granted (in dollars per share)	0
Weighted - Average Exercise Price, Exercised (in dollars per share)	3.50
Weighted - Average Exercise Price, Forfeited or expired (in dollars per share)	0
Weighted - Average Exercise Price, Outstanding ending balance (in dollars per share)	$ 3.99	$ 3.97
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]
Weighted - Average Remaining Contractual Term, Outstanding beginning		1 year 10 months 13 days
Weighted - Average Remaining Contractual Term, Outstanding ending	1 year 2 months 1 day
Weighted - Average Grant Date Fair Value, Outstanding beginning balance (in dollars per share)	$ 2.24
Weighted - Average Grant Date Fair Value, Granted (in dollars per share)	0
Weighted - Average Grant Date Fair Value, Exercised (in dollars per share)	0
Weighted - Average Grant Date Fair Value, Forfeited or expired (in dollars per share)	0
Weighted - Average Grant Date Fair Value Outstanding ending balance (in dollars per share)	$ 2.24	$ 2.24
Options Vested (in shares)	584,498
Weighted - Average Exercise Price, Vested (in dollars per share)	$ 3.99
Weighted - Average Remaining Contractual Term, Vested	1 year 2 months 1 day
Weighted - Average Grant Date Fair Value, Options Vested (in dollars per share)	$ 2.24

SHARE BASED PAYMENTS - Schedu_4

SHARE BASED PAYMENTS - Schedule of company’s outstanding stock purchase warrants (Details)	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Warrants
Outstanding, beginning balance (in shares) | shares	32,500
Issued (in shares) | shares	0
Exercised (in shares) | shares	0
Forfeited (in shares) | shares	(32,500)
Outstanding, ending balance (in shares) | shares	0
Weighted Average Exercise Price
Weighted Average Exercise Price Outstanding, beginning (in dollars per share) | $ / shares	$ 10.61
Weighted Average Exercise Price, Issued (in dollars per share) | $ / shares	0
Weighted Average Exercise Price, Exercised (in dollars per share) | $ / shares	0
Weighted Average Exercise Price, Forfeited (in dollars per share) | $ / shares	10.61
Weighted Average Exercise Price Outstanding, ending (in dollars per share) | $ / shares	$ 0

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, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Earnings Per Share [Abstract]
Net income (loss)	$ (7,349)	$ (7,202)	$ (19,182)	$ (148,758)
Weighted average shares outstanding, basic (in shares)	61,272	60,855	61,127	60,771
Effect of dilution (in shares)	0	0	0	0
Adjusted weighted average shares outstanding, dilutive (in shares)	61,272	60,855	61,127	60,771
Basic earnings (loss) per share (in dollars per share)	$ (0.12)	$ (0.12)	$ (0.31)	$ (2.45)
Dilutive earnings (loss) per share (in dollars per share)	$ (0.12)	$ (0.12)	$ (0.31)	$ (2.45)

EARNINGS (LOSS) PER SHARE - Nar

EARNINGS (LOSS) PER SHARE - Narrative (Details) - shares shares in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Employee Stock Option
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	1.1	0.6	1.1	0.6
Restricted stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	0.6	0.7	0.6	0.7
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)		0.3		0.3

ACQUISITIONS - Narrative (Detai

ACQUISITIONS - Narrative (Details) - USD ($) $ in Thousands		9 Months Ended
	Feb. 01, 2022	Sep. 30, 2022	Sep. 30, 2023	May 23, 2023
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items]
Goodwill, purchase accounting adjustments		$ 1,300
Total			$ 3,197
Cash			3,050
Indemnity stock holdback			147
Goodwill			830
Alaska
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items]
Total			2,029	$ 2,000
Cash			1,922	1,900
Indemnity stock holdback			107	100
Goodwill			577	$ 600
Other
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items]
Total			1,168
Cash			1,128
Indemnity stock holdback			40
Goodwill			253
Other | Minimum
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items]
Indemnity stock holdback			$ 100
HRG
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items]
Total		13,391
Cash		6,806
Indemnity stock holdback	$ 900	875
Goodwill		$ 5,816
Consideration for purchase	13,400
Cash consideration for purchase	6,800
Equity consideration for purchase	$ 5,700

ACQUISITIONS - Schedule of purc

ACQUISITIONS - Schedule of purchase price (Details) - USD ($) $ in Thousands	Sep. 30, 2023	May 23, 2023	Sep. 30, 2022
Business Acquisition, Contingent Consideration [Line Items]
Inventory	$ 1,587
Prepaids and other current assets	293
Furniture and equipment	47
Operating lease right-of-use asset	1,278
Operating lease liability	(1,278)
Customer relationships	440
Goodwill	830
Total	3,197
Alaska
Business Acquisition, Contingent Consideration [Line Items]
Inventory	720
Prepaids and other current assets	292
Furniture and equipment	0
Operating lease right-of-use asset	630
Operating lease liability	(630)
Customer relationships	440
Goodwill	577	$ 600
Total	2,029	$ 2,000
Other
Business Acquisition, Contingent Consideration [Line Items]
Inventory	867
Prepaids and other current assets	1
Furniture and equipment	47
Operating lease right-of-use asset	648
Operating lease liability	(648)
Customer relationships	0
Goodwill	253
Total	$ 1,168
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
Trademark			496
Non-compete			255
Goodwill			5,816
Total			$ 13,391

ACQUISITIONS - Schedule of cons

ACQUISITIONS - Schedule of consideration paid (Details) - USD ($) $ in Thousands	Sep. 30, 2023	May 23, 2023	Sep. 30, 2022	Feb. 01, 2022
Business Acquisition, Contingent Consideration [Line Items]
Cash	$ 3,050
Indemnity stock holdback	147
Total	3,197
Alaska
Business Acquisition, Contingent Consideration [Line Items]
Cash	1,922	$ 1,900
Indemnity stock holdback	107	100
Total	2,029	$ 2,000
Other
Business Acquisition, Contingent Consideration [Line Items]
Cash	1,128
Indemnity stock holdback	40
Total	$ 1,168
HRG
Business Acquisition, Contingent Consideration [Line Items]
Cash			$ 6,806
Indemnity stock holdback			875	$ 900
Common stock			5,710
Total			$ 13,391

ACQUISITIONS - Schedule of reve

ACQUISITIONS - Schedule of revenue and earnings included in consolidated income statement (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items]
Net sales	$ 3,171
Net Income (loss)	$ (69)
HRG
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items]
Acquisition date		Feb. 01, 2022
Net sales		$ 13,474
Net Income (loss)		$ (209)
Alaska
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items]
Acquisition date	May 23, 2023
Net sales	$ 1,127
Net Income (loss)	(52)
Other
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items]
Net sales	2,044
Net Income (loss)	$ (17)

ACQUISITIONS - Schedule of pro

ACQUISITIONS - Schedule of pro forma consolidated income statement (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Alaska
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Net sales	$ 55,499	$ 74,747	$ 178,465	$ 228,915
Net income (loss)	$ (7,726)	(7,193)	$ (19,217)	(148,863)
HRG
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Net sales		80,901		235,443
Net income (loss)		$ (135,514)		$ (149,316)

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Loss Contingencies [Line Items]
Notes receivable	$ 0	$ 1,214
Notes receivable, allowance for credit loss, current	1,700	$ 1,300
Grow Generation Corp. vs TGC Systems, LLC | Pending Litigation
Loss Contingencies [Line Items]
Notes receivable			$ 1,500
Notes receivable, allowance for credit loss, current	$ 1,500

SEGMENTS - Schedule of disaggre

SEGMENTS - Schedule of disaggregation of revenues (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Segment Reporting Information [Line Items]
Net sales	$ 55,678	$ 70,850	$ 176,430	$ 223,710
Retail
Segment Reporting Information [Line Items]
Net sales	41,397	47,948	127,715	167,598
Retail | Private label sales
Segment Reporting Information [Line Items]
Net sales	6,797	6,381	20,598	19,477
Retail | Non-private label sales
Segment Reporting Information [Line Items]
Net sales	34,600	41,567	107,117	148,121
E-Commerce
Segment Reporting Information [Line Items]
Net sales	2,760	3,073	9,755	12,036
E-Commerce | Private label sales
Segment Reporting Information [Line Items]
Net sales	553	253	1,214	953
E-Commerce | Non-private label sales
Segment Reporting Information [Line Items]
Net sales	2,207	2,820	8,541	11,083
Distribution and other
Segment Reporting Information [Line Items]
Net sales	11,521	19,829	38,960	44,076
Distribution and other | Private label sales
Segment Reporting Information [Line Items]
Net sales	1,954	2,244	5,819	8,244
Distribution and other | Non-private label sales
Segment Reporting Information [Line Items]
Net sales	1,924	3,150	9,424	11,097
Distribution and other | Commercial fixture sales
Segment Reporting Information [Line Items]
Net sales	$ 7,643	$ 14,435	$ 23,717	$ 24,735

SEGMENTS - Schedule of segment

SEGMENTS - Schedule of segment information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Segment Reporting Information [Line Items]
Net sales	$ 55,678	$ 70,850	$ 176,430	$ 223,710
Gross profit	16,188	18,334	49,614	60,701
Income (Loss) from operations	(8,302)	(8,094)	(22,632)	(152,116)
Retail
Segment Reporting Information [Line Items]
Net sales	41,397	47,948	127,715	167,598
Gross profit	10,747	10,354	33,005	41,448
Income (Loss) from operations	(7,584)	(23,653)	(21,206)	(137,939)
E-Commerce
Segment Reporting Information [Line Items]
Net sales	2,760	3,073	9,755	12,036
Gross profit	885	826	2,566	3,280
Income (Loss) from operations	(754)	(2,830)	(1,682)	(11,869)
Distribution and other
Segment Reporting Information [Line Items]
Net sales	11,521	19,829	38,960	44,076
Gross profit	4,556	7,154	14,043	15,973
Income (Loss) from operations	$ 36	$ 18,389	$ 256	$ (2,308)