Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 31, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-39773 | |
Entity Registrant Name | Hydrofarm Holdings Group, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 81-4895761 | |
Entity Address, Address Line One | 1510 Main Street | |
Entity Address, City or Town | Shoemakersville | |
Entity Address, State or Province | PA | |
Entity Address, Postal Zip Code | 19555 | |
City Area Code | 707 | |
Local Phone Number | 765-9990 | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | HYFM | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 45,170,429 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001695295 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 16,493,000 | $ 26,607,000 |
Restricted cash | 0 | 1,777,000 |
Accounts receivable, net | 23,800,000 | 41,484,000 |
Inventories | 137,035,000 | 189,134,000 |
Note receivable | 475,000 | 622,000 |
Prepaid expenses and other current assets | 8,852,000 | 9,760,000 |
Total current assets | 186,655,000 | 269,384,000 |
Property, plant and equipment, net | 51,224,000 | 50,473,000 |
Operating lease right-of-use assets | 49,251,000 | 45,245,000 |
Goodwill | 0 | 204,868,000 |
Intangible assets, net | 306,168,000 | 314,819,000 |
Other assets | 3,976,000 | 6,453,000 |
Total assets | 597,274,000 | 891,242,000 |
Current liabilities: | ||
Accounts payable | 19,044,000 | 26,685,000 |
Accrued expenses and other current liabilities | 12,505,000 | 33,996,000 |
Deferred revenue | 7,066,000 | 18,273,000 |
Current portion of lease liabilities | 8,009,000 | 7,198,000 |
Current portion of long-term debt | 2,101,000 | 2,263,000 |
Total current liabilities | 48,725,000 | 88,415,000 |
Long-term lease liabilities | 42,710,000 | 38,595,000 |
Long-term debt | 118,807,000 | 119,517,000 |
Deferred tax liabilities | 0 | 5,631,000 |
Other long-term liabilities | 4,527,000 | 3,904,000 |
Total liabilities | 214,769,000 | 256,062,000 |
Commitments and contingencies (Note 13) | ||
Stockholders’ equity | ||
Common stock ($0.0001 par value; 300,000,000 shares authorized; 45,125,768 and 44,618,357 shares issued and outstanding at September 30, 2022, and December 31, 2021, respectively) | 5,000 | 4,000 |
Additional paid-in capital | 781,430,000 | 777,074,000 |
Accumulated other comprehensive loss | (8,267,000) | (1,382,000) |
Accumulated deficit | (390,663,000) | (140,516,000) |
Total stockholders’ equity | 382,505,000 | 635,180,000 |
Total liabilities and stockholders’ equity | $ 597,274,000 | $ 891,242,000 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, shares issued (in shares) | 45,125,768 | 44,618,357 |
Common stock, shares outstanding (in shares) | 45,125,768 | 44,618,357 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Net sales | $ 74,155 | $ 123,822 | $ 283,040 | $ 369,011 |
Cost of goods sold | 68,291 | 93,833 | 253,231 | 286,209 |
Gross profit | 5,864 | 29,989 | 29,809 | 82,802 |
Operating expenses: | ||||
Selling, general and administrative | 26,186 | 32,395 | 92,407 | 76,495 |
Impairments | 0 | 0 | 192,328 | 0 |
(Loss) income from operations | (20,322) | (2,406) | (254,926) | 6,307 |
Interest expense | (3,073) | (132) | (7,863) | (276) |
Loss on debt extinguishment | 0 | 0 | 0 | (680) |
Other income (expense), net | 615 | (41) | 971 | 86 |
(Loss) income before tax | (22,780) | (2,579) | (261,818) | 5,437 |
Income tax (expense) benefit | (759) | 19,844 | 11,671 | 19,025 |
Net (loss) income | $ (23,539) | $ 17,265 | $ (250,147) | $ 24,462 |
Net (loss) income per share: | ||||
Basic (in dollars per share) | $ (0.52) | $ 0.39 | $ (5.57) | $ 0.64 |
Diluted (in dollars per share) | $ (0.52) | $ 0.37 | $ (5.57) | $ 0.58 |
Weighted-average shares of common stock outstanding: | ||||
Basic (in shares) | 45,089,286 | 43,760,975 | 44,907,355 | 38,497,925 |
Diluted (in shares) | 45,089,286 | 46,288,075 | 44,907,355 | 42,494,624 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (23,539) | $ 17,265 | $ (250,147) | $ 24,462 |
Other comprehensive loss: | ||||
Foreign currency translation loss | (4,714) | (2,640) | (6,885) | (2,037) |
Total comprehensive (loss) income | $ (28,253) | $ 14,625 | $ (257,032) | $ 22,425 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2020 | 33,499,953 | ||||
Beginning balance at Dec. 31, 2020 | $ 210,918 | $ 3 | $ 364,248 | $ 599 | $ (153,932) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock issued upon exercise of options (in shares) | 125,411 | ||||
Common stock issued upon exercise of options | 1,057 | 1,057 | |||
Issuance of common stock for vesting of restricted stock units (in shares) | 652,983 | ||||
Shares repurchased for withholding tax on restricted stock units (in shares) | (204,369) | ||||
Shares repurchased for withholding tax on restricted stock units | (11,805) | (11,805) | |||
Issuance of common stock under cashless warrant exercise (in shares) | 418,309 | ||||
Issuance of common stock under investor warrant exercise (in shares) | 3,367,647 | ||||
Issuance of common stock under investor warrant exercise | 56,779 | 56,779 | |||
Issuance of common stock in connection with follow-on public offering, net of offering costs (in shares) | 5,526,861 | ||||
Issuance of common stock in connection with follow-on public offering, net of offering costs | 309,782 | $ 1 | 309,781 | ||
Issuance of common stock in connection with business combination (in shares) | 712,444 | ||||
Issuance of common stock in connection with business combination | 42,560 | 42,560 | |||
Stock-based compensation expense | 3,326 | 3,326 | |||
Net (loss) income | 24,462 | 24,462 | |||
Foreign currency translation loss | (2,037) | (2,037) | |||
Ending balance (in shares) at Sep. 30, 2021 | 44,099,239 | ||||
Ending balance at Sep. 30, 2021 | 635,042 | $ 4 | 765,946 | (1,438) | (129,470) |
Beginning balance (in shares) at Jun. 30, 2021 | 41,296,585 | ||||
Beginning balance at Jun. 30, 2021 | 562,161 | $ 4 | 707,690 | 1,202 | (146,735) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock issued upon exercise of options (in shares) | 23,464 | ||||
Common stock issued upon exercise of options | 198 | 198 | |||
Issuance of common stock for vesting of restricted stock units (in shares) | 287,236 | ||||
Shares repurchased for withholding tax on restricted stock units (in shares) | (57,709) | ||||
Shares repurchased for withholding tax on restricted stock units | (2,984) | (2,984) | |||
Issuance of common stock under cashless warrant exercise (in shares) | 77,047 | ||||
Issuance of common stock under investor warrant exercise (in shares) | 2,016,117 | ||||
Issuance of common stock under investor warrant exercise | 33,992 | 33,992 | |||
Issuance of common stock in connection with business combination (in shares) | 456,499 | ||||
Issuance of common stock in connection with business combination | 25,824 | 25,824 | |||
Stock-based compensation expense | 1,226 | 1,226 | |||
Net (loss) income | 17,265 | 17,265 | |||
Foreign currency translation loss | (2,640) | (2,640) | |||
Ending balance (in shares) at Sep. 30, 2021 | 44,099,239 | ||||
Ending balance at Sep. 30, 2021 | $ 635,042 | $ 4 | 765,946 | (1,438) | (129,470) |
Beginning balance (in shares) at Dec. 31, 2021 | 44,618,357 | 44,618,357 | |||
Beginning balance at Dec. 31, 2021 | $ 635,180 | $ 4 | 777,074 | (1,382) | (140,516) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock issued upon exercise of options (in shares) | 8,283 | 8,283 | |||
Common stock issued upon exercise of options | $ 75 | 75 | |||
Issuance of common stock for vesting of restricted stock units (in shares) | 699,704 | ||||
Issuance of common stock for vesting of restricted stock units | 1 | $ 1 | |||
Shares repurchased for withholding tax on restricted stock units (in shares) | (200,675) | ||||
Shares repurchased for withholding tax on restricted stock units | (2,368) | (2,368) | |||
Issuance of common stock under cashless warrant exercise (in shares) | 99 | ||||
Stock-based compensation expense | 6,649 | 6,649 | |||
Net (loss) income | (250,147) | (250,147) | |||
Foreign currency translation loss | $ (6,885) | (6,885) | |||
Ending balance (in shares) at Sep. 30, 2022 | 45,125,768 | 45,125,768 | |||
Ending balance at Sep. 30, 2022 | $ 382,505 | $ 5 | 781,430 | (8,267) | (390,663) |
Beginning balance (in shares) at Jun. 30, 2022 | 45,011,652 | ||||
Beginning balance at Jun. 30, 2022 | 409,238 | $ 4 | 779,911 | (3,553) | (367,124) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock for vesting of restricted stock units (in shares) | 159,526 | ||||
Issuance of common stock for vesting of restricted stock units | 1 | $ 1 | |||
Shares repurchased for withholding tax on restricted stock units (in shares) | (45,410) | ||||
Shares repurchased for withholding tax on restricted stock units | (149) | (149) | |||
Stock-based compensation expense | 1,668 | 1,668 | |||
Net (loss) income | (23,539) | (23,539) | |||
Foreign currency translation loss | $ (4,714) | (4,714) | |||
Ending balance (in shares) at Sep. 30, 2022 | 45,125,768 | 45,125,768 | |||
Ending balance at Sep. 30, 2022 | $ 382,505 | $ 5 | $ 781,430 | $ (8,267) | $ (390,663) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED) (Parenthetical) $ in Thousands | 9 Months Ended |
Sep. 30, 2021 USD ($) | |
Issuance of common stock in connection with follow-on public offering, net of offering cost | $ 16,303 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating activities | ||
Net (loss) income | $ (250,147,000) | $ 24,462,000 |
Adjustments to reconcile net (loss) income to net cash from (used in) operating activities: | ||
Depreciation, depletion and amortization | 33,215,000 | 8,638,000 |
Provision for inventory obsolescence | 16,348,000 | 1,052,000 |
Stock-based compensation expense | 6,649,000 | 3,326,000 |
Non-cash operating lease expense | 7,275,000 | 3,678,000 |
Impairments | 192,328,000 | 0 |
Change in fair value of contingent consideration | (1,560,000) | (126,000) |
Deferred income tax benefit | (12,387,000) | (21,252,000) |
Other | 1,064,000 | 434,000 |
Changes in assets and liabilities: | ||
Accounts receivable | 13,135,000 | (1,740,000) |
Inventories | 37,146,000 | (51,071,000) |
Prepaid expenses and other current assets | (42,000) | 2,350,000 |
Other assets | (76,000) | (2,567,000) |
Accounts payable | (6,542,000) | (362,000) |
Accrued expenses and other current liabilities | (4,462,000) | 16,505,000 |
Deferred revenue | (10,971,000) | 2,190,000 |
Lease liabilities | (5,328,000) | (3,118,000) |
Other long-term liabilities | (155,000) | 91,000 |
Net cash from (used in) operating activities | 15,490,000 | (17,510,000) |
Investing activities | ||
Business combinations, net of cash and cash equivalents | 190,000 | (415,918,000) |
Purchases of property, plant and equipment | (7,113,000) | (3,069,000) |
Other | (463,000) | (420,000) |
Net cash used in investing activities | (7,386,000) | (419,407,000) |
Financing activities | ||
Proceeds from issuance of common stock upon follow-on public offering, net of offering costs | 0 | 309,781,000 |
Proceeds from exercises of investor warrants | 0 | 56,779,000 |
Payment of withholding tax related to restricted stock units | (2,381,000) | (17,894,000) |
Borrowings under revolving credit facilities | 773,000 | 96,970,000 |
Repayments of revolving credit facilities | (891,000) | (70,680,000) |
Repayments of Term Loan | (938,000) | 0 |
Payments to settle contingent consideration | (15,574,000) | 0 |
Other | (469,000) | (509,000) |
Net cash (used in) from financing activities | (19,480,000) | 374,447,000 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (515,000) | (29,000) |
Net decrease in cash, cash equivalents and restricted cash | (11,891,000) | (62,499,000) |
Cash, cash equivalents and restricted cash at beginning of period | 28,384,000 | 76,955,000 |
Cash, cash equivalents and restricted cash at end of period | $ 16,493,000 | $ 14,456,000 |
DESCRIPTION OF THE BUSINESS
DESCRIPTION OF THE BUSINESS | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF THE BUSINESS | DESCRIPTION OF THE BUSINESS Description of the business Hydrofarm Holdings Group, Inc. and its subsidiaries (collectively, the “Company”) was formed in May 2017 under the laws of the state of Delaware to acquire and continue the business of Hydrofarm, LLC established in 1977. The Company is a leading independent manufacturer and distributor of controlled environment agriculture (“CEA”, principally hydroponics) equipment and supplies, including a broad portfolio of proprietary branded products. Products offered include agricultural lighting devices, indoor climate control equipment, hydroponics and nutrients, and plant additives used to grow, farm and cultivate cannabis, flowers, fruits, plants, vegetables, grains and herbs in controlled environment settings that allow end users to control key farming variables including temperature, humidity, CO 2 , light intensity and color, nutrient concentration and pH. Initial public offering and follow-on public offering On December 14, 2020, the Company closed its initial public offering (“IPO”) under a registration statement effective December 9, 2020, in which it issued and sold 9,966,667 shares of its common stock, including the full exercise by the underwriters of their option to purchase 1,300,000 additional shares of common stock. The public offering price was $20.00 per share. The Company received net proceeds of $182,271 from the IPO after deducting underwriting discounts and commissions and offering expenses, of which $148 of offering expenses were paid in 2021. |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the requirements of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These condensed consolidated financial statements have been prepared on the same basis as the Company's annual consolidated financial statements and, in the opinion of management, reflect all normal and recurring adjustments which are necessary for the fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2022, or for any other interim period or for any other future year. All intercompany balances and transactions have been eliminated in consolidation. The Company reclassified the balance within "Impairment, restructuring and other" on the condensed consolidated statements of operations for the prior period into "Selling, general and administrative expenses" to conform to the current period presentation. The Company reclassified the balance of customer deposits, totaling $18,273 as of December 31, 2021, previously reported in "accounts payable" into "deferred revenue" in the condensed consolidated balance sheet as of December 31, 2021, to conform to the current period presentation. Consistent with the reclassifications on the condensed consolidated balance sheet, the Company made corresponding reclassifications to conform with the current period presentation in the condensed consolidated statement of cash flows. The condensed consolidated balance sheet as of December 31, 2021, has been derived from the audited consolidated financial statements of the Company, which is included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021 ("2021 Annual Report"). These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the 2021 Annual Report. Use of estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Significant estimates include provisions for sales returns, rebates and claims from customers, realization of accounts receivable and inventories, fair value of assets acquired and liabilities assumed for business combinations, valuation of intangible assets and goodwill, estimated useful lives of long lived assets, incremental borrowing rate applied in lease accounting, valuation of stock-based compensation, recognition of deferred income taxes, recognition of liabilities related to commitments and contingencies and valuation allowances. Actual results may differ from these estimates. On an ongoing basis, the Company reviews its estimates to ensure that these estimates appropriately reflect changes in its business or new information available. Business combinations Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition date fair values of the assets transferred, liabilities incurred to the former owners of the acquiree, and the equity interests issued in exchange for control of the acquiree. Acquisition related costs are recognized in net income (loss) as incurred. When the consideration transferred in a business combination includes assets or liabilities resulting from a contingent consideration arrangement, the contingent consideration is measured at its acquisition date fair value and included as part of the consideration transferred in a business combination. Contingent consideration is established for business acquisitions where the Company has the obligation to transfer additional assets or equity interests to the former owners if specified future events occur or conditions are met. Contingent consideration is classified as a liability when the obligation requires settlement in cash or other assets and is classified as equity when the obligation requires settlement in the Company's own equity instruments. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with a corresponding adjustment to goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the measurement period (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date. All other subsequent changes in the fair value of contingent consideration classified as a liability are included in net income (loss) in the period. Changes in the fair value of contingent consideration classified as equity are not recognized. For a given acquisition, the Company may identify certain pre-acquisition contingencies as of the acquisition date and may extend its review and evaluation of these pre-acquisition contingencies throughout the measurement period to obtain sufficient information to assess these contingencies as part of acquisition accounting, as applicable. Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non‑controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquire (if any) over the net of the acquisition‑date fair value amounts of the identifiable assets acquired, and the liabilities assumed. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period, or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that time. Upon conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to net income (loss). Segment and entity-wide information Segment information The Company's chief operating decision maker is the chief executive officer ("CEO") who reviews financial information for the purposes of making operating decisions, assessing financial performance, and allocating resources. The business is organized as two operating segments, the U.S. and Canada, which meet the criteria for aggregation, and the Company has elected to present them as one reportable segment, which is the distribution and manufacture of CEA equipment and supplies. Aggregation is based on similarities which include the nature of its products, production or acquisition of inventory, customer base, fulfillment and distribution and economic characteristics. Since the Company operates as one reportable segment, all required segment financial information is found in the condensed consolidated financial statements and footnotes with entity-wide disclosures presented below. Entity-wide information Sales to external customers and property, plant and equipment, and operating lease right-of-use assets, net in the United States and Canada, determined by the location of the subsidiaries, were as follows: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 United States $ 61,234 $ 104,623 $ 233,328 $ 306,651 Canada 13,605 21,268 54,444 67,364 Intersegment eliminations (684) (2,069) (4,732) (5,004) Total consolidated net sales $ 74,155 $ 123,822 $ 283,040 $ 369,011 September 30, December 31, United States $ 82,419 $ 85,167 Canada 18,056 10,551 Total property, plant and equipment, and operating lease right-of-use assets, net $ 100,475 $ 95,718 All of the products sold by the Company are similar and classified as CEA equipment and supplies. The Company’s underlying accounting records currently do not support presentation of disaggregated net sales and any attempt to report them would be impracticable. Note receivable In 2019, the Company executed a note receivable secured by equipment to a third-party, the terms of which were amended and restated during the first quarter of 2021. The note receivable provided for interest and installment payments to the Company, and full maturity of the note in 2024. During the first quarter of 2022 the third-party defaulted on interest payments, and the Company measured an impairment on the note receivable based on the estimated fair value of the collateral. The Company recorded impairment losses of zero and $2,636 during the three and nine months ended September 30, 2022, respectively, in “Impairments” on the condensed consolidated statements of operations. There were no impairment losses recorded in the three and nine months ended September 30, 2021. As of September 30, 2022, the note receivable carrying value was $475. Revenue recognition The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”) which requires that revenue recognized from contracts with customers be disaggregated into categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The Company has determined that revenue is generated from one category, which is the distribution and manufacture of controlled environment agriculture equipment and supplies. Revenue is recognized as control of promised goods is transferred to customers which generally occurs upon receipt at customers’ locations determined by the specific terms of the contract. Arrangements generally have a single performance obligation and revenue reported is comprised of fixed consideration and variable consideration which includes applicable volume rebates, cash discounts and sales returns and allowances. Variable consideration is estimated and recorded at the time of sale. The amount billed to customers for shipping and handling costs included in net sales was $3,103 and $10,661 during the three and nine months ended September 30, 2022, respectively, and $2,242 and $5,170 during the three and nine months ended September 30, 2021, respectively. Shipping and handling costs that occur before the customer obtains control of the goods are deemed to be fulfillment activities and are accounted for as fulfillment costs included in cost of goods sold. The Company does not receive noncash consideration for the sale of goods. Contract consideration received from a customer prior to revenue recognition is recorded as a contract liability and is recognized as revenue when the Company satisfies the related performance obligation under the terms of the contract. The Company's contract liabilities, which consist primarily of customer deposits, are reported within deferred revenue in the condensed consolidated balance sheets, totaled $7,066 and $18,273 as of September 30, 2022, and December 31, 2021, respectively. There are no significant financing components. Excluded from revenue are any taxes assessed by governmental authorities, including value-added and other sales-related taxes that are imposed on and concurrent with revenue-generating activities. Intangible assets and goodwill Definite-lived intangible assets are amortized using the straight-line method over their estimated useful lives. The Company has one trade name that is considered to have an indefinite useful life. Intangible assets with finite lives are reviewed for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. Goodwill represents the excess of the acquisition price of an acquired business over the fair value of the identifiable assets acquired and liabilities assumed in a business combination less any subsequent write-downs for impairment. Goodwill is tested for impairment on an annual basis in the fourth quarter and more frequently if indicators of potential impairment exist. Impairment testing is conducted at the reporting unit level, which is generally defined as an operating segment or one level below an operating segment (also known as a component), for which discrete financial information is available and segment management regularly reviews the operating results. The Company has determined that its reporting units for the purpose of goodwill impairment testing are the U.S. and Canada. Goodwill impairment reviews include performing either an initial qualitative or quantitative evaluation for each of the reporting units. Several methods may be used to estimate a reporting unit’s fair value, including market quotations, asset and liability fair values and other valuation techniques. If the carrying amount of a reporting unit, including goodwill, exceeds the estimated fair value, then the excess is charged to earnings as an impairment loss. Intangible assets with indefinite lives are also tested for impairment at least annually and when events or changes in circumstances indicate that, more-likely-than-not, the asset is impaired. Significant judgment is required in estimating fair values and performing goodwill and indefinite-lived intangible asset impairment tests. Primarily due to a sustained decline in the Company's market value of common stock and market conditions, the Company identified a triggering event requiring a test for impairment as of June 30, 2022. As a result of the triggering event and subsequent testing for impairment, the Company fully impaired its Goodwill to zero as of June 30, 2022, but determined that no impairment was needed for intangible assets. During the three months ended September 30, 2022, the Company assessed whether a triggering event had occurred which would again require testing the intangible assets for impairment, however, no triggering event was identified. Refer to Note 4 - Goodwill and Intangible Assets, Net for additional details. Income taxes—interim tax provision The Company recorded income tax expense and an income tax benefit of $759 and $11,671 for the three and nine months ended September 30, 2022, respectively. The effective income tax rate for the three months ended September 30, 2022, was (3.3%). Given the Company's valuation allowances, there was no significant income tax benefit recorded from the pre-tax loss during the three months ended September 30, 2022, and the Company recorded tax expense in certain profitable jurisdictions. The Company's effective income tax rate was 4.5% for the nine months ended September 30, 2022, and differs from the federal statutory rate of 21% primarily due to the impairment of goodwill for certain 2021 acquisitions which was not deductible for U.S. tax purposes, increases in the Company's valuation allowance on U.S. deferred tax assets, and the establishment of a valuation allowance for Canadian deferred tax assets. As described in Note 4 - Goodwill and Intangible Assets, Net , during the three months ended June 30, 2022, the Company fully impaired the goodwill associated with all 2021 acquisitions. For the nine months ended September 30, 2022, the Company recorded discrete income tax benefits of $12,058 relating primarily to measurement period adjustments associated with 2021 acquisitions, and certain tax benefits related to goodwill impairment. The Company recorded an income tax benefit of $19,844 and $19,025 for the three and nine months ended September 30, 2021, respectively. The Company’s effective tax rate for the nine months ended September 30, 2021, differs from the federal statutory rate of 21% primarily as a result of reducing valuation allowances on the Company's net deferred tax assets due to certain acquisitions in the prior year. Recent accounting pronouncements The Company considers the applicability and impact of all Accounting Standards Updates ("ASUs") issued by the FASB. There were no ASUs that were assessed and determined to be applicable or expected to have a material impact on the Company's condensed consolidated financial statements. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS During 2021, the Company completed five acquisitions of branded manufacturers of CEA products, resulting in a significant expansion of its portfolio of proprietary branded products and specialized manufacturing capabilities. The Company finalized the determination of its allocation of the purchase price relating to these acquisitions as of June 30, 2022. During the first quarter of 2022, the Company evaluated and adjusted the useful lives of certain intangible assets associated with entities that were acquired during 2021. In addition, the Company determined that the preliminary allocation of assets acquired related to indefinite lived trade names have a finite useful life because the expected usefulness of the trade names is limited. As a result of these adjustments to the provisional amounts, the Company recorded $5,894 of additional amortization expense during the first quarter of 2022, which related to amortization expense that would have been recorded in the previous reporting period from the acquisition date through December 31, 2021. The intangible assets were assigned estimated useful lives as follows: (i) customer relationships: 7 to 12 years, (ii) technology, formulations and recipes: 8 to 12 years, and (iii) trade names: 15 to 20 years. Heavy 16 Acquisition On May 3, 2021, the Company acquired 100% of the issued and outstanding membership interests of Field 16, LLC ("Heavy 16"), a manufacturer and supplier of branded plant nutritional products. As a result of the acquisition, the Company broadened its proprietary branded offering into the plant nutrients category complementing other product offerings. The acquisition fair value of the consideration transferred for Heavy 16 was $77,367, consisting of $60,287 in cash, $16,736 of the Company's common stock and $344 contingent consideration. The fair value of the common stock issued was determined based on the closing market price of the Company's common stock on the acquisition date. Pursuant to the purchase agreement, the Company was required to pay up to an additional $2,500 of contingent consideration based on $200 for each $1,000 above a $21,000 threshold for net sales in calendar year 2021. As a result, the Company recorded a liability for contingent consideration at its estimated fair value of $344 as of the acquisition date in the condensed consolidated balance sheets. The contingent consideration was estimated using a Black-Scholes valuation model, which utilized Level 3 inputs as defined in ASC 820 - Fair Value Measurements . As of December 31, 2021, contingent consideration of $200 was calculated utilizing actual net sales for the full year ended December 31, 2021, and was paid in April 2022. The amount of goodwill is fully deductible for tax purposes. The financial results of Heavy 16 are included in the U.S. operating segment since the acquisition date. House & Garden Acquisition On June 1, 2021, the Company acquired 100% of the issued and outstanding shares of capital stock of House & Garden, Inc. (“HG”), Humboldt Wholesale, Inc. (“HW”), Allied Imports & Logistics, Inc. (“Allied”), South Coast Horticultural Supply, Inc. (“SC” and, together with HG, HW and Allied, the “H&G Entities”), a manufacturer and distributor of plant nutrients and fertilizers to domestic and various international markets. As a result of the acquisition, the Company further broadened its proprietary branded offering into the plant nutrients category complementing other product offerings. The acquisition date fair value of the consideration transferred for the H&G Entities was $133,483 in cash. The amount of goodwill is not deductible for tax purposes. As part of the share acquisition of the H&G Entities, the Company allocated a significant value of the acquisition to identified intangible assets that are not deductible for U.S. tax purposes. Therefore, a deferred tax liability arose providing an additional source of taxable income to support the realization of pre-existing deferred tax assets. The financial results of the H&G Entities are included in the U.S. operating segment since the acquisition date. Aurora Acquisition On July 1, 2021, the Company acquired 100% of the issued and outstanding membership interests of Gotham Properties LLC (“Gotham Properties”), Aurora Innovations, LLC (“Aurora Innovations”), Aurora International, LLC (“Aurora International” and, together with Gotham Properties and Aurora Innovations, “Aurora”), a manufacturer of plant fertility product lines. As a result of the acquisition, the Company further broadened its proprietary branded offering into the plant nutrients and grow media category complementing other product offerings. The preliminary acquisition fair value of the consideration transferred for Aurora was $178,871, consisting of $133,962 in cash, $25,824 of the Company's common stock, $19,300 contingent consideration and $215 forgiveness of accounts payable. The fair value of the common stock issued was determined based on the closing market price of the Company's common stock on the acquisition date. The forgiveness of accounts payable represents an effective settlement of a preexisting relationship between the parties. Pursuant to the purchase agreement, the Company was required to pay a maximum contingent consideration equal to $70,997. To the extent 2021 EBITDA of Aurora exceeded $15,556, the excess was multiplied by eleven to determine contingent consideration. As a result, the Company recorded a liability for contingent consideration at its estimated fair value of $19,300 as of the acquisition date in the condensed consolidated balance sheets. The contingent consideration was estimated using the discounted cash flow method, which estimated the incremental EBITDA based on the Company's forecasted 2021 EBITDA of Aurora as of the acquisition date, discounted to a present value as of the acquisition date using a discount rate of 15%. That measure was based on significant inputs that are not observable in the market, which utilized Level 3 inputs as defined in ASC 820 - Fair Value Measurements. The contingent consideration was remeasured to fair value at each reporting date until resolution with changes in fair value recognized within “Selling, general and administrative expenses” ("SG&A") in the condensed consolidated statements of operations. The contingent consideration of $15,274 was paid in July 2022 using available cash on hand. The amount of goodwill is fully deductible for tax purposes. The financial results of Aurora are included in the U.S. operating segment since the acquisition date. Greenstar/Grotek Acquisition On August 3, 2021, the Company acquired 100% of the issued and outstanding shares of Greenstar Plant Products Inc., (“Greenstar”), a manufacturer of horticultural products and solutions for global, domestic and commercial use. As a result of the acquisition, the Company further broadened its proprietary branded offering into the plant nutrients and grow media category complementing other product offerings. The preliminary acquisition fair value of the consideration transferred for Greenstar was $83,520, consisting of $85,121 in cash, less $1,601 forgiveness of accounts payable, net, and obligations due under a distribution agreement. The forgiveness of accounts payable, net, and obligations due under a distribution agreement represent an effective settlement of a preexisting relationship between the parties. The amount of goodwill is not deductible for U.S. tax purposes, but it is partially deductible for Canadian tax purposes. The financial results of Greenstar are included in the Canada operating segment since the acquisition date. Innovative Growers Equipment, Inc. Acquisition On November 1, 2021, the Company acquired 100% of the issued and outstanding shares of Innovative Growers Equipment, Inc., an Illinois corporation (“IGE”), Innovative AG Installation, Inc., an Illinois corporation (“IAG”), Innovative Racking Systems, Inc., an Illinois corporation (“IRS”), and Innovative Shipping Solutions, Inc., an Illinois corporation (“ISS” and, together with IGE, IAG, IRS, and their respective subsidiaries, the “IGE Entities”), a manufacturer of horticulture benches, racking and LED lighting systems which complement the Company’s existing lineup of high performance, proprietary branded products. The preliminary acquisition fair value of the consideration transferred for the IGE Entities was $60,902, consisting of $49,129 in cash, $11,051 of the Company's common stock, and $722 forgiveness of a contract asset. The fair value of the common stock issued was determined based on the closing market price of the Company's common stock on the acquisition date. The forgiveness of contract asset represents an effective settlement of a preexisting relationship between the parties. The amount of goodwill is not deductible for U.S. tax purposes. The financial results of the IGE Entities are included in the U.S. operating segment since the acquisition date. The following table sets forth the components and allocation of the purchase price for the Company's acquisition of Heavy 16, the H&G Entities, Aurora, Greenstar and the IGE Entities: Heavy 16 H&G Entities Aurora Greenstar IGE Entities Component of Purchase Price: Cash $ 60,287 $ 133,483 $ 133,962 $ 85,121 $ 49,129 Common stock 16,736 — 25,824 — 11,051 Contingent consideration 344 — 19,300 — — Forgiveness of assets and liabilities — — (215) (1,601) 722 Total purchase price $ 77,367 $ 133,483 $ 178,871 $ 83,520 $ 60,902 Acquisition-related costs $ 3,109 $ 5,063 $ 7,358 $ 3,688 $ 2,150 Allocation of Purchase Price: Identifiable assets (liabilities) Accounts receivable $ 510 $ 3,308 $ 6,967 $ 982 $ 2,367 Inventories 1,451 6,559 11,031 8,728 30,592 Prepaid expenses and other current assets 34 493 1,086 447 470 Property, plant and equipment 1,078 358 37,991 1,717 4,274 Operating lease right-of-use assets 1,088 1,921 — 2,736 4,447 Other assets 25 213 — 176 — Accounts payable (1,055) (1,320) (4,360) (777) (21,686) Accrued expenses and other current liabilities (226) (445) (768) (1,421) (859) Current portion of lease liabilities (274) (447) — (624) (815) Current portion of long-term debt — — — — (482) Long-term deferred tax liabilities — (25,589) — — (6,769) Long-term lease liabilities (868) (1,501) — (1,836) (3,116) Long-term debt — — — — (1,434) Other long-term liabilities — — (3,840) — — Net identifiable assets 1,763 (16,450) 48,107 10,128 6,989 Identifiable intangible assets Other intangible assets 200 200 824 383 2,430 Customer relationships 5,100 12,500 6,400 11,100 6,300 Trademarks and trade names 18,500 31,400 59,100 9,100 14,000 Technology and formulations & recipes 33,600 56,200 18,000 2,800 3,800 Total identifiable intangible assets 57,400 100,300 84,324 23,383 26,530 Goodwill 18,204 49,633 46,440 50,009 27,383 Total purchase price allocation $ 77,367 $ 133,483 $ 178,871 $ 83,520 $ 60,902 Supplemental Disclosure of Financial Results The following represents estimated unaudited consolidated net sales and net income amounts for the three and nine months ended September 30, 2021, as if the five acquisitions had been included in the consolidated results of the Company for the entire period presented below. The estimated 2021 net income presented below also includes the impact of the aforementioned allocation adjustments to the useful lives of certain intangible assets , resulting in additional expense attributed to the 2021 periods presented. Management considers these estimates to represent an approximate measure of the performance of the combined Company: Three Months Ended Nine Months Ended Estimated ($ in millions) Net sales $ 136 $ 482 Net income $ 24 $ 70 |
GOODWILL AND INTANGIBLE ASSETS,
GOODWILL AND INTANGIBLE ASSETS, NET | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS, NET | GOODWILL AND INTANGIBLE ASSETS, NET Goodwill Primarily due to a sustained decline in the Company's market value of common stock and market conditions, the Company identified a triggering event requiring a test for impairment as of June 30, 2022. The Company completed its goodwill impairment testing and recorded an impairment charge of $189,572 as the test determined that the carrying value of the goodwill reporting units of U.S. and Canada was in excess of the fair value. The recognized impairment reduced the goodwill balance to zero as of June 30, 2022. The impairment was primarily due to a deterioration in customer demand in the U.S. and Canada caused by macroeconomic and industry conditions. The Company determined the fair value of the U.S. and Canada reporting units based on an income approach, using the present value of future discounted cash flows, and based on a market approach. The fair values were reconciled to the market value of common stock of Hydrofarm to corroborate the estimates used in the interim test for impairment. Significant estimates used to determine fair value include the weighted average cost of capital, financial forecasts, and pricing multiples derived from publicly-traded companies that are comparable to the reporting units. Refer to Note 14 - Fair Value Measurements , for further discussion of valuation inputs. There was no goodwill impairment recognized during the year ended December 31, 2021. The changes in goodwill are as follows: Goodwill Balance at December 31, 2021 $ 204,868 Acquisition - IGE Entities - measurement period adjustments (21,304) Acquisition - Greenstar - measurement period adjustments 7,000 Acquisition - all others - measurement period adjustments and foreign currency translation adjustments, net (992) Impairments (189,572) Balance at September 30, 2022 $ — Intangible assets, net Intangible assets with finite lives and indefinite lives are reviewed for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. For the quarter ended June 30, 2022, the Company performed an evaluation of intangible assets for impairment in connection with the triggering event identified requiring a quantitative test for goodwill impairment. Based on the Company's evaluation, there was no impairment of intangible assets for the quarter ended June 30, 2022. No such triggering event was identified during the three months ended September 30, 2022, however, there can be no guarantee that the Company will not record an impairment charge in the future. For a fuller discussion of the risk that such an impairment charge might be required in the future, please see “Item 1.A Risk Factors” and the risk factor captioned “Long-lived assets and inventories represent a significant portion of our total assets and the Company may be required to record impairments or write-downs in future periods.” Intangible assets, net comprised the following: September 30, 2022 December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value Finite-lived intangible assets: Computer software $ 9,422 $ (7,966) $ 1,456 $ 8,814 $ (7,208) $ 1,606 Customer relationship 99,790 (22,679) 77,111 101,222 (16,517) 84,705 Technology, formulations and recipes 114,151 (12,894) 101,257 110,561 (3,630) 106,931 Trade names 131,292 (8,373) 122,919 — — — Other 4,762 (4,138) 624 2,428 (1,744) 684 Total finite-lived intangible assets, net 359,417 (56,050) 303,367 223,025 (29,099) 193,926 Indefinite-lived intangible asset: Trade names 2,801 — 2,801 120,773 — 120,773 Other — — — 120 — 120 Total Intangible assets, net $ 362,218 $ (56,050) $ 306,168 $ 343,918 $ (29,099) $ 314,819 Amortization expense related to intangible assets was $6,218 and $27,209 for the three and nine months ended September 30, 2022, respectively. Amortization expense related to intangible assets was $3,197 and $6,169 for the three and nine months ended September 30, 2021, respectively. Amortization expense includes the impact from intangible assets recorded in connection with five acquisitions completed during the year ended December 31, 2021. The following are the estimated useful lives and the weighted-average amortization period as of September 30, 2022, for the major classes of finite-lived intangible assets: Useful lives Weighted-average amortization period Computer software 5 years 3 years Customer relationships 7 to 18 years 11 years Technology, formulations and recipes 8 to 12 years 10 years Trade names 15 to 20 years 18 years The estimated aggregate future amortization expense for intangible assets subject to amortization as of September 30, 2022, is summarized below: Estimated Future Amortization Expense For the period of October 1, 2022 to December 31, 2022 $ 6,176 Year ending December 31, 2023 24,488 2024 24,396 2025 24,247 2026 23,940 Thereafter 200,120 Total $ 303,367 |
EARNINGS (LOSS) PER COMMON SHAR
EARNINGS (LOSS) PER COMMON SHARE (“EPS”) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER COMMON SHARE (“EPS”) | EARNINGS (LOSS) PER COMMON SHARE (“EPS”) Basic EPS is computed using net income (loss) divided by the weighted-average number of common shares outstanding during each period, excluding unvested restricted stock units (“RSUs”). Diluted EPS represents net income (loss) divided by the weighted-average number of common shares outstanding during the period, including common stock equivalents. Common stock equivalents consist of shares subject to warrants and share-based awards with exercise prices less than the average market price of the Company’s common stock for the period, to the extent their inclusion would be dilutive. Regarding RSUs subject to a market condition, before the end of the contingency period, the number of contingently issuable shares (i.e., RSUs) to be included in diluted EPS would be based on the number of common shares issuable under the terms of the arrangement if the end of the reporting period was the end of the contingency period, assuming the result would be dilutive. Those contingently issuable shares would be included in the denominator of diluted EPS as of the beginning of the period, or as of the grant date of the share-based payment, if later. The following table presents information necessary to calculate basic and diluted EPS for the three and nine months ended September 30, 2022 and 2021: Three months ended Nine months ended 2022 2021 2022 2021 Net (loss) income $ (23,539) $ 17,265 $ (250,147) $ 24,462 Weighted-average shares of common stock outstanding 45,089,286 43,760,975 44,907,355 38,497,925 Dilutive effect of warrants using the treasury stock method — 710,760 — 1,860,523 Dilutive effect of restricted stock units using the treasury stock method — 1,175,279 — 1,424,184 Dilutive effect of stock options using the treasury stock method — 641,061 — 711,992 Diluted weighted-average shares of common stock outstanding 45,089,286 46,288,075 44,907,355 42,494,624 Basic EPS $ (0.52) $ 0.39 $ (5.57) $ 0.64 Diluted EPS $ (0.52) $ 0.37 $ (5.57) $ 0.58 The computation of the weighted-average shares of common stock outstanding for diluted EPS includes the following potential common shares attributable to common stockholders using the treasury stock method for the weighted-average period during which the units were outstanding: Three months ended Nine months ended 2022 2021 2022 2021 Shares subject to warrants outstanding — 1,073,839 — 2,532,580 Shares subject to unvested performance based and restricted stock units — 1,294,652 — 1,536,886 Shares subject to stock options outstanding — 808,127 — 858,952 The computation of the weighted-average shares of common stock outstanding for diluted EPS excludes the following potential common shares as their inclusion would have an anti-dilutive effect on diluted EPS attributable to common stockholders: Three months ended Nine months ended 2022 2021 2022 2021 Shares subject to warrants outstanding 17,669 — 17,669 — Shares subject to unvested performance based and restricted stock units 1,220,733 66,451 1,220,733 29,816 Shares subject to stock options outstanding 682,361 44 682,361 11 |
ACCOUNTS RECEIVABLE, NET AND IN
ACCOUNTS RECEIVABLE, NET AND INVENTORIES | 9 Months Ended |
Sep. 30, 2022 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE, NET AND INVENTORIES | ACCOUNTS RECEIVABLE, NET, AND INVENTORIES Accounts receivable, net comprised the following: September 30, December 31, Trade accounts receivable $ 23,015 $ 35,511 Allowance for doubtful accounts (2,238) (1,156) Other receivables 3,023 7,129 Total accounts receivable, net $ 23,800 $ 41,484 Inventories comprised the following: September 30, December 31, Finished goods $ 104,535 $ 145,298 Work-in-process 6,888 5,967 Raw materials 45,308 41,399 Allowance for inventory obsolescence (19,696) (3,530) Total inventories $ 137,035 $ 189,134 |
OPERATING LEASES
OPERATING LEASES | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
OPERATING LEASES | OPERATING LEASES The Company leases its distribution centers and manufacturing facilities from third parties under various non-cancelable lease agreements expiring at various dates through 2032. Certain leases contain escalation provisions and/or renewal options, giving the Company the right to extend the leases by up to 10 years. However, these options are generally not reflected in the calculation of the right-of-use assets and lease liabilities due to uncertainty surrounding the likelihood of renewal. The Company recognizes operating lease costs over the respective lease periods, including short-term and month-to-month leases. The Company incurred operating lease costs of $2,929 and $8,548, during the three and nine months ended September 30, 2022, respectively, and $2,429 and $5,601, during the three and nine months ended September 30, 2021, respectively. These costs are included primarily within SG&A in the condensed consolidated statements of operations. The Company has operating subleases which have been accounted for by reference to the underlying asset subject to the lease, primarily as an offset to rent expense within SG&A. For the three and nine months ended September 30, 2022, the Company recorded sublease income of $387 and $897, respectively. For the three and nine months ended September 30, 2021, the Company recorded sublease income of $28 and $85, respectively. Supplemental balance sheet information related to the Company’s operating leases are as follows: September 30, December 31, Assets Operating lease right-of-use assets, net of accumulated amortization $ 49,251 $ 45,245 Total leased assets $ 49,251 $ 45,245 Liabilities Current portion of lease liabilities $ 8,009 $ 7,198 Long-term lease liabilities 42,710 38,595 Total lease liabilities $ 50,719 $ 45,793 As of September 30, 2022, future minimum lease payments under non-cancelable operating leases are as follows: Operating For the period of October 1, 2022 to December 31, 2022 $ 2,514 Year ending December 31, 2023 9,212 2024 8,956 2025 8,329 2026 6,827 2027 6,365 Thereafter 14,223 Total lease payments 56,426 Less portion representing interest (5,707) Total principal 50,719 Less current portion (8,009) Long-term portion $ 42,710 In January 2022, the Company executed a lease for approximately 303,000 square feet of warehouse space in Shoemakersville, Pennsylvania, which commenced in March 2022, and recorded right-of-use assets for operating leases for $10,463. The future minimum lease payments for executed non-cancelable operating leases not yet commenced are as follows: Operating For the period of October 1, 2022 to December 31, 2022 $ — Year ending December 31, 2023 2,628 2024 2,978 2025 3,285 2026 3,609 2027 3,710 Thereafter 20,599 Total lease payments $ 36,809 |
PROPERTY, PLANT AND EQUIPMENT,
PROPERTY, PLANT AND EQUIPMENT, NET | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT, NET | PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment, net comprised the following: September 30, December 31, Machinery and equipment $ 27,760 $ 25,177 Peat bogs and related development 10,333 8,686 Building and improvements 9,713 9,510 Land 6,087 6,120 Furniture and fixtures 4,051 2,867 Computer equipment 3,432 3,197 Leasehold improvements 3,091 3,207 Gross property, plant and equipment 64,467 58,764 Less: accumulated depreciation (13,243) (8,291) Total property, plant and equipment, net $ 51,224 $ 50,473 Depreciation, depletion and amortization expense related to property, plant and equipment, net was $2,221 and $6,006 for the three and nine months ended September 30, 2022, respectively. Depreciation, depletion and amortization expense related to property, plant and equipment, net was $1,662 and $2,469 for the three and nine months ended September 30, 2021, respectively. |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities comprised the following: September 30, December 31, Accrued compensation and benefits $ 2,624 $ 3,713 Freight, custom and duty accrual 1,314 2,094 Goods in transit accrual 1,459 3,473 Income tax accrual 716 729 Contingent consideration — 17,034 Other accrued liabilities 6,392 6,953 Total accrued expenses and other current liabilities $ 12,505 $ 33,996 |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Debt comprised the following: September 30, December 31, Term loan - net of unamortized discount and deferred financing costs of $5,364 and $6,025 at September 30, 2022, and December 31, 2021, respectively $ 118,698 $ 118,975 Other 2,210 2,805 Total debt $ 120,908 $ 121,780 Current portion of long-term debt $ 2,101 $ 2,263 Long-term debt - net of unamortized discount and deferred financing costs of $5,364 and $6,025 at September 30, 2022, and December 31, 2021, respectively 118,807 119,517 Total debt $ 120,908 $ 121,780 Senior Secured Term Loan On October 25, 2021, Hydrofarm Holdings Group, Inc. and certain of its direct and indirect subsidiaries (the "Obligors") entered into a Credit and Guaranty Agreement with JPMorgan Chase Bank, N.A., as administrative agent for certain lenders, pursuant to which the Company borrowed a $125,000 senior secured term loan (“Term Loan”). The Term Loan bears interest at LIBOR (with a 1.0% floor) plus 5.50%, or an alternative base rate (with a 2.0% floor), plus 4.50%, and is subject to a call premium of 2% in year one, 1% in year two, and 0% thereafter, and matures on October 25, 2028 ("Maturity Date"). Effective June 30, 2022, the Company entered into a six-month LIBOR interest rate of 2.88% plus 5.50%, for an all-in rate of 8.38% through December 30, 2022. Deferred financing costs and discount totaled $6,190 at inception of the Term Loan, and are being amortized to interest expense over the term of the loan. For the three months ended September 30, 2022, the effective interest rate was 9.21% and interest expense was $2,886, which includes amortization of deferred financing costs of $223. For the nine months ended September 30, 2022, the effective interest rate was 7.95% and interest expense was $7,416, which includes amortization of deferred financing costs of $661. The principal amounts of the Term Loan are required to be repaid in consecutive quarterly installments in amounts equal to 0.25% of the principal amount of the Term Loan, on the last day of each fiscal quarter commencing March 31, 2022, with the balance of the Term Loan payable on the Maturity Date. The Company is also required to make mandatory prepayments upon the occurrence of certain events, including (i) achieving certain excess cash flow criteria, including the achievement and maintenance of a specific leverage ratio, (ii) selling assets that are collateral, or (iii) upon the issuance, offering, or placement of new debt obligations. There were no such mandatory prepayments made since inception of the Term Loan. As of September 30, 2022, and December 31, 2021, the outstanding principal balance on the Term Loan was $124,062 and $125,000, respectively. The Term Loan requires the Company to maintain certain reporting requirements, affirmative covenants, and negative covenants, and the Company was in compliance with all requirements as of September 30, 2022. The Term Loan is secured by a first lien on the non-working capital assets of the Company and a second lien on the working capital assets of the Company. The Company may request additional term loan commitments subject to certain loan conditions. JPMorgan Revolving Credit Facility On March 29, 2021, the Obligors entered into a Senior Secured Revolving Credit Facility (the "Revolving Credit Facility") with JPMorgan Chase Bank, N.A., as administrative agent, issuing bank and swingline lender, and the lenders from time to time party thereto. The Revolving Credit Facility is due on the earlier of March 29, 2024, or any earlier date on which the revolving commitments are reduced to zero. The three-year Revolving Credit Facility had a borrowing limit of $50,000 with an option to request an increase in the revolving commitment by up to $25,000, drawn in $5,000 increments, for a total not to exceed $75,000, subject to customary conditions. On August 31, 2021, the Obligors entered into an amendment (the "First Amendment") to increase their original borrowing limit to $100,000. In connection with the First Amendment, the Company's previously acquired subsidiaries became party to the Revolving Credit Facility as either borrowers or as guarantors. The Revolver maintains an interest rate of LIBOR plus 1.95% and has a 0.0% LIBOR floor. A fee of 0.25% per annum is charged for available but unused borrowings as defined. On October 25, 2021, the Company and its subsidiaries entered into a second amendment (the “Second Amendment”), with JPMorgan Chase Bank, N.A., pursuant to which the parties consented to the Term Loan described above and made certain conforming changes to comport with the Term Loan provisions. The unamortized debt issuance costs were $680 as of September 30, 2022, and are included in Other assets in the condensed consolidated balance sheets. Debt issuance costs are being amortized to interest expense over the term of the Revolver. The Revolving Credit Facility is an asset-based facility that is secured by a first lien on the working capital assets of the Company and a second lien on the non-working capital assets of the Company (including most of the Company’s subsidiaries). The borrowing base is based on a detailed monthly calculation of the sum of (a) a percentage of the Eligible Accounts at such time, plus (b) the lesser of (i) a percentage of the Eligible Inventory, at such time, valued at the lower of cost or market value, determined on a first-in-first-out basis, and (ii) the product of a percentage multiplied by the Net Orderly Liquidation Value percentage identified in the most recent inventory appraisal ordered by the Administrative Agent multiplied by the Eligible Inventory, valued at the lower of cost or market value, determined on a first-in-first-out basis, minus (c) Reserves (each of the defined terms above, as defined in the Revolving Credit Facility documents). As of September 30, 2022, the Company would be able to borrow approximately $62 million under the Revolving Credit Facility. The Company is required to maintain certain reporting requirements, affirmative covenants and negative covenants, pursuant to terms outlined in the agreement. Additionally, if the Company’s Excess Availability (as defined in the Revolving Credit Facility documents) is less than $10,000, the Company will be required to maintain a minimum fixed charge coverage ratio of 1.1x on a rolling twelve-month basis until the Excess Availability is more than $10,000 for thirty As of September 30, 2022, and December 31, 2021, the Company had zero borrowed under the facility. Other Debt Other debt as of September 30, 2022, was primarily comprised of $2,088 in finance lease obligations and $122 in a foreign subsidiary's other debt which constitutes an immaterial revolving line of credit. Encina Credit Facility On July 11, 2019, the Company and certain of its direct and indirect subsidiaries (the “Encina Obligors”) entered into the Encina Credit Facility through a certain Loan and Security Agreement whereby the Encina Obligors obtained a revolving asset-based loan commitment in the maximum amount of $45,000 (inclusive of a limit of up to $15,000 of borrowings for the Canadian borrowers and a swingline facility of up to $2,000), subject to applicable borrowing base availability, through Encina Business Credit, LLC. The Encina Credit Facility was due on the earlier of July 11, 2022, or 90 days prior to the scheduled maturity date of the Brightwood Loan Services LLC Term Loan. The Encina Credit Facility was secured by working capital assets and a second lien on non-working capital assets. The Encina Credit Facility was repaid in December 2020, and replaced in March 2021, by the Revolving Credit Facility (as defined above). The unamortized deferred financing costs and early termination fees totaling $680 were recognized as a loss on debt extinguishment in the condensed consolidated statements of operations for the nine months ended September 30, 2021. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | STOCKHOLDERS’ EQUITY Warrants On July 19, 2021, the Company completed the redemption ("Redemption") of certain of its outstanding warrants (the "Investor Warrants") that were issued in connection with a private placement of units (the "private placement"), each unit consisting of a share of common stock and a warrant to purchase an additional one-half (1/2) shares of common stock. The Company was entitled to redeem all of the outstanding Investor Warrants for a redemption price of $0.00033712 per Investor Warrant ("Redemption Price") if (i) there was an effective registration statement covering the resale of the shares of common stock underlying the Investor Warrants, and (ii) the volume-weighted average price of the Company's common stock for the twenty Prior to the redemption date 3,367,647 Investor Warrants were exercised, generating total gross proceeds of $56,778. The Company redeemed 1,491 Investor Warrants at the Redemption Price. In connection with the private placement, the Company agreed to engage the placement agent (the "Placement Agent") as the Company's warrant solicitation agent in the event the Investor Warrants were called for Redemption. The Company agreed to pay a warrant solicitation fee to the Placement Agent equal to five percent of the amount of net cash proceeds solicited by the Placement Agent upon the exercise of certain Investor Warrants following such call for Redemption. As of September 30, 2022, the following table summarizes the outstanding warrants: Number of Warrants Exercise Price Placement agent warrants 11,662 $ 8.43 Placement agent warrants 6,007 $ 16.86 Total 17,669 $ 11.30 As of December 31, 2021, the following table summarizes the outstanding warrants: Number of Warrants Exercise Price Placement agent warrants 11,810 $ 8.43 Placement agent warrants 6,007 $ 16.86 Total 17,817 $ 11.27 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Stock-based compensation plan overview The Company maintains three equity incentive plans: the 2018 Equity Incentive Plan (“2018 Plan”), the 2019 Employee, Director and Consultant Equity Incentive Plan (“2019 Plan”) and the 2020 Employee, Director, and Consultant Equity Incentive Plan (“2020 Plan” and collectively, “Incentive Plans”). The 2020 Plan serves as the successor to the 2019 Plan and 2018 Plan and provides for the issuance of incentive stock options, nonqualified stock options, stock grants and stock-based awards to employees, directors, and consultants of the Company. No further awards will be issued under the 2018 Plan and 2019 Plan. As of September 30, 2022, a total of 1,323,764 shares are available for grant under the 2020 Plan. Restricted Stock Unit ("RSU") Activity RSUs granted to certain executives, employees and members of the Board generally have a time-based vesting requirement (based on continuous employment). The stock-based compensation expense related to service-based awards is recorded over the requisite service period. During the nine months ended September 30, 2022, the Company granted RSU awards that are expected to vest either (i) ratably over a three-year period on each anniversary of the grant date, or (ii) with three vesting tranches, the first of which occurred on the grant date, and the following two tranches on each subsequent anniversary of the grant date. The following table summarizes the activity related to the Company's RSUs for the nine months ended September 30, 2022. For purposes of this table, vested RSUs represent the shares for which the service condition had been fulfilled during the nine months ended September 30, 2022: Number of Weighted Balance, December 31, 2021 1,087,608 $ 9.71 Granted 785,486 $ 9.62 Vested (706,061) $ 9.86 Forfeited (47,629) $ 39.81 Balance, September 30, 2022 1,119,404 $ 8.27 As of September 30, 2022, total unamortized stock-based compensation cost related to unvested RSUs was $7,543 and the weighted-average period over which the compensation is expected to be recognized is 1.45 years. For the three and nine months ended September 30, 2022, the Company recognized $1,447 and $6,095, respectively, of total stock-based compensation expense for RSUs. As of September 30, 2022, there were 6,357 RSUs which had vested, but were not yet issued due to the recipients' elections to defer the awards. Performance Stock Unit ("PSU") Activity During the nine months ended September 30, 2022, the Company granted PSU awards that are subject to a one-year vesting requirement (based on continuous employment) and contain performance conditions based on certain performance metrics. The following table summarizes the activity related to the Company's PSUs for the nine months ended September 30, 2022: Number of Weighted Balance, December 31, 2021 — $ — Granted 116,113 $ 15.74 Forfeited (14,784) $ 15.74 Balance, September 30, 2022 101,329 $ 15.74 As of September 30, 2022, total unamortized stock-based compensation cost related to unvested PSUs was $231 and the weighted-average period over which the compensation is expected to be recognized is less than one year. For the three and nine months ended September 30, 2022, respectively, the Company recognized $96 and $256 of total stock-based compensation expense for PSUs. Stock options The following table summarizes the stock option activity for the nine months ended September 30, 2022: Number Weighted Weighted Weighted average Outstanding as of December 31, 2021 720,549 $ 9.57 $ 2.21 7.37 Granted 4,250 $ 13.12 $ 12.95 Exercised (8,283) $ 9.01 $ 2.12 Cancelled (3,153) $ 9.41 $ 3.76 Forfeited (31,002) $ 11.45 $ 7.07 Outstanding as of September 30, 2022 682,361 $ 9.50 $ 2.08 5.45 Options exercisable as of September 30, 2022 578,554 $ 8.86 $ 1.30 5.10 Vested and expected to vest as of September 30, 2022 682,361 $ 9.50 $ 2.08 5.45 The following table summarizes the unvested stock option activity for the nine months ended September 30, 2022: Number Weighted Unvested as of December 31, 2021 202,515 $ 5.04 Granted 4,250 $ 12.95 Vested (71,956) $ 2.33 Forfeited (31,002) $ 7.07 Unvested as of September 30, 2022 103,807 $ 6.62 |
COMMITMENTS, CONTINGENCIES, AND
COMMITMENTS, CONTINGENCIES, AND RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES, AND RELATED PARTY TRANSACTIONS | COMMITMENTS, CONTINGENCIES, AND RELATED PARTY TRANSACTIONS Purchase commitments From time to time in the normal course of business, the Company will enter into agreements with suppliers which provide favorable pricing in return for a commitment to purchase minimum amounts of inventory over a defined time period. Contingencies In the normal course of business, certain claims have been brought against the Company and, where applicable, its suppliers. While there is inherent difficulty in predicting the outcome of such matters, management has vigorously contested the validity of these claims. Based on available information, management believes the claims are without merit and does not expect that the outcome, individually or in the aggregate, would have a material adverse effect on the consolidated financial positions, results of operations, cash flows or future earnings. Related party transactions — Hydrofarm Distribution Center |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Contingent consideration (as described in Note 3 - Business Combinations ) is measured at estimated fair value on a recurring basis and based on Level 3 fair value measurements. The fair value of the contingent consideration for the Heavy 16 and Aurora acquisitions was $200 and $16,834, respectively, as of December 31, 2021. The fair value of the contingent consideration for the Heavy 16 and Aurora acquisitions were both zero as of September 30, 2022, as the liabilities were paid. The change in the fair value of contingent consideration during the three and nine months ended September 30, 2022, was zero and a benefit of $1,560, respectively. The change in the fair value of contingent consideration during the three and nine months ended September 30, 2021, was a benefit of $386 and $126, respectively. The change in the fair value of contingent consideration was recognized in SG&A on the condensed consolidated statements of operations for all periods presented. The valuation methodology and inputs used in the fair value measurement were disclosed in Note 3– Business Combinations . Nonrecurring fair value measurements include the Company’s goodwill impairment recognized during the nine months ended September 30, 2022, as determined based on unobservable Level 3 inputs. Refer to Note 4 - Goodwill and Intangible Assets, Net , for further discussion. The note receivable (as described in Note 2 - Basis of Presentation and Significant Accounting Policies ) was measured at fair value on a nonrecurring basis. During the nine months ended September 30, 2022, the Company measured an impairment on the note receivable based on the estimated fair value of the collateral, which was considered a Level 3 fair value measurement. The Company recorded an impairment loss of zero and $2,636 during the three and nine months ended September 30, 2022, recognized in Impairments on the condensed consolidated statements of operations. The carrying value of the note receivable was $475 and $3,111 as of September 30, 2022, and December 31, 2021, respectively. Other Fair Value Measurements The following table summarizes the estimated fair value of the Company's assets and liabilities which are not measured at fair value but are provided for disclosure purposes: September 30, 2022 December 31, 2021 Fair Value Hierarchy Level Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Term Loan Level 2 $ 124,062 $ 109,175 $ 125,000 $ 121,250 The fair value of the Company's Term Loan was estimated based on Level 2 fair value measurements and was based on bank quotes. The carrying amount of the Term Loan reported above excludes unamortized deferred financing costs and discount. The carrying amount of Other Debt was $2,210 and $2,805 as of September 30, 2022, and December 31, 2021, respectively, and was primarily comprised of finance lease obligations. The estimated fair value of Other Debt approximated its carrying value given the applicable interest rates and the nature of the security interest in the Company’s assets, which were considered Level 3 fair value measurements. Refer to Note 10 - Debt , for further discussion of the Company's Term Loan and other debt. Cash, cash equivalents, and restricted cash included funds deposited in banks, and the carrying values approximated fair values due to their short-term maturities. The carrying values of other current assets and liabilities including accounts receivable, accounts payable, accrued expenses and other current liabilities approximated their fair value due to their short-term maturities. The Company did not have any transfers between Levels within the fair value hierarchy during the three and nine months ended September 30, 2022, and September 30, 2021. |
BASIS OF PRESENTATION AND SIG_2
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of presentation | The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the requirements of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These condensed consolidated financial statements have been prepared on the same basis as the Company's annual consolidated financial statements and, in the opinion of management, reflect all normal and recurring adjustments which are necessary for the fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2022, or for any other interim period or for any other future year. All intercompany balances and transactions have been eliminated in consolidation. The Company reclassified the balance within "Impairment, restructuring and other" on the condensed consolidated statements of operations for the prior period into "Selling, general and administrative expenses" to conform to the current period presentation. The Company reclassified the balance of customer deposits, totaling $18,273 as of December 31, 2021, previously reported in "accounts payable" into "deferred revenue" in the condensed consolidated balance sheet as of December 31, 2021, to conform to the current period presentation. Consistent with the reclassifications on the condensed consolidated balance sheet, the Company made corresponding reclassifications to conform with the current period presentation in the condensed consolidated statement of cash flows. The condensed consolidated balance sheet as of December 31, 2021, has been derived from the audited consolidated financial statements of the Company, which is included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021 ("2021 Annual Report"). These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the 2021 Annual Report. |
Use of estimates | The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Significant estimates include provisions for sales returns, rebates and claims from customers, realization of accounts receivable and inventories, fair value of assets acquired and liabilities assumed for business combinations, valuation of intangible assets and goodwill, estimated useful lives of long lived assets, incremental borrowing rate applied in lease accounting, valuation of stock-based compensation, recognition of deferred income taxes, recognition of liabilities related to commitments and contingencies and valuation allowances. Actual results may differ from these estimates. On an ongoing basis, the Company reviews its estimates to ensure that these estimates appropriately reflect changes in its business or new information available. |
Business combinations | Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition date fair values of the assets transferred, liabilities incurred to the former owners of the acquiree, and the equity interests issued in exchange for control of the acquiree. Acquisition related costs are recognized in net income (loss) as incurred. When the consideration transferred in a business combination includes assets or liabilities resulting from a contingent consideration arrangement, the contingent consideration is measured at its acquisition date fair value and included as part of the consideration transferred in a business combination. Contingent consideration is established for business acquisitions where the Company has the obligation to transfer additional assets or equity interests to the former owners if specified future events occur or conditions are met. Contingent consideration is classified as a liability when the obligation requires settlement in cash or other assets and is classified as equity when the obligation requires settlement in the Company's own equity instruments. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with a corresponding adjustment to goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the measurement period (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date. All other subsequent changes in the fair value of contingent consideration classified as a liability are included in net income (loss) in the period. Changes in the fair value of contingent consideration classified as equity are not recognized. For a given acquisition, the Company may identify certain pre-acquisition contingencies as of the acquisition date and may extend its review and evaluation of these pre-acquisition contingencies throughout the measurement period to obtain sufficient information to assess these contingencies as part of acquisition accounting, as applicable. Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non‑controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquire (if any) over the net of the acquisition‑date fair value amounts of the identifiable assets acquired, and the liabilities assumed. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period, or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that time. Upon conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to net income (loss). |
Revenue recognition | The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”) which requires that revenue recognized from contracts with customers be disaggregated into categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The Company has determined that revenue is generated from one category, which is the distribution and manufacture of controlled environment agriculture equipment and supplies. Revenue is recognized as control of promised goods is transferred to customers which generally occurs upon receipt at customers’ locations determined by the specific terms of the contract. Arrangements generally have a single performance obligation and revenue reported is comprised of fixed consideration and variable consideration which includes applicable volume rebates, cash discounts and sales returns and allowances. Variable consideration is estimated and recorded at the time of sale. The amount billed to customers for shipping and handling costs included in net sales was $3,103 and $10,661 during the three and nine months ended September 30, 2022, respectively, and $2,242 and $5,170 during the three and nine months ended September 30, 2021, respectively. Shipping and handling costs that occur before the customer obtains control of the goods are deemed to be fulfillment activities and are accounted for as fulfillment costs included in cost of goods sold. The Company does not receive noncash consideration for the sale of goods. Contract consideration received from a customer prior to revenue recognition is recorded as a contract liability and is recognized as revenue when the Company satisfies the related performance obligation under the terms of the contract. The Company's contract liabilities, which consist primarily of customer deposits, are reported within deferred revenue in the condensed consolidated balance sheets, totaled $7,066 and $18,273 as of September 30, 2022, and December 31, 2021, respectively. There are no significant financing components. Excluded from revenue are any taxes assessed by governmental authorities, including value-added and other sales-related taxes that are imposed on and concurrent with revenue-generating activities. |
Intangible assets and goodwill | Definite-lived intangible assets are amortized using the straight-line method over their estimated useful lives. The Company has one trade name that is considered to have an indefinite useful life. Intangible assets with finite lives are reviewed for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. Goodwill represents the excess of the acquisition price of an acquired business over the fair value of the identifiable assets acquired and liabilities assumed in a business combination less any subsequent write-downs for impairment. Goodwill is tested for impairment on an annual basis in the fourth quarter and more frequently if indicators of potential impairment exist. Impairment testing is conducted at the reporting unit level, which is generally defined as an operating segment or one level below an operating segment (also known as a component), for which discrete financial information is available and segment management regularly reviews the operating results. The Company has determined that its reporting units for the purpose of goodwill impairment testing are the U.S. and Canada. Goodwill impairment reviews include performing either an initial qualitative or quantitative evaluation for each of the reporting units. Several methods may be used to estimate a reporting unit’s fair value, including market quotations, asset and liability fair values and other valuation techniques. If the carrying amount of a reporting unit, including goodwill, exceeds the estimated fair value, then the excess is charged to earnings as an impairment loss. Intangible assets with indefinite lives are also tested for impairment at least annually and when events or changes in circumstances indicate that, more-likely-than-not, the asset is impaired. Significant judgment is required in estimating fair values and performing goodwill and indefinite-lived intangible asset impairment tests. Primarily due to a sustained decline in the Company's market value of common stock and market conditions, the Company identified a triggering event requiring a test for impairment as of June 30, 2022. As a result of the triggering event and subsequent testing for impairment, the Company fully impaired its Goodwill to zero as of June 30, 2022, but determined that no impairment was needed for intangible assets. During the three months ended September 30, 2022, the Company assessed whether a triggering event had occurred which would again require testing the intangible assets for impairment, however, no triggering event was identified. Refer to Note 4 - Goodwill and Intangible Assets, Net for additional details. |
Income taxes—interim tax provision | The Company recorded income tax expense and an income tax benefit of $759 and $11,671 for the three and nine months ended September 30, 2022, respectively. The effective income tax rate for the three months ended September 30, 2022, was (3.3%). Given the Company's valuation allowances, there was no significant income tax benefit recorded from the pre-tax loss during the three months ended September 30, 2022, and the Company recorded tax expense in certain profitable jurisdictions. The Company's effective income tax rate was 4.5% for the nine months ended September 30, 2022, and differs from the federal statutory rate of 21% primarily due to the impairment of goodwill for certain 2021 acquisitions which was not deductible for U.S. tax purposes, increases in the Company's valuation allowance on U.S. deferred tax assets, and the establishment of a valuation allowance for Canadian deferred tax assets. As described in Note 4 - Goodwill and Intangible Assets, Net , during the three months ended June 30, 2022, the Company fully impaired the goodwill associated with all 2021 acquisitions. For the nine months ended September 30, 2022, the Company recorded discrete income tax benefits of $12,058 relating primarily to measurement period adjustments associated with 2021 acquisitions, and certain tax benefits related to goodwill impairment. The Company recorded an income tax benefit of $19,844 and $19,025 for the three and nine months ended September 30, 2021, respectively. The Company’s effective tax rate for the nine months ended September 30, 2021, differs from the federal statutory rate of 21% primarily as a result of reducing valuation allowances on the Company's net deferred tax assets due to certain acquisitions in the prior year. |
Recent accounting pronouncements | The Company considers the applicability and impact of all Accounting Standards Updates ("ASUs") issued by the FASB. There were no ASUs that were assessed and determined to be applicable or expected to have a material impact on the Company's condensed consolidated financial statements. |
Purchase commitments | From time to time in the normal course of business, the Company will enter into agreements with suppliers which provide favorable pricing in return for a commitment to purchase minimum amounts of inventory over a defined time period. |
Contingencies | In the normal course of business, certain claims have been brought against the Company and, where applicable, its suppliers. While there is inherent difficulty in predicting the outcome of such matters, management has vigorously contested the validity of these claims. Based on available information, management believes the claims are without merit and does not expect that the outcome, individually or in the aggregate, would have a material adverse effect on the consolidated financial positions, results of operations, cash flows or future earnings. |
BASIS OF PRESENTATION AND SIG_3
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Revenue from External Customers by Geographic Areas | Sales to external customers and property, plant and equipment, and operating lease right-of-use assets, net in the United States and Canada, determined by the location of the subsidiaries, were as follows: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 United States $ 61,234 $ 104,623 $ 233,328 $ 306,651 Canada 13,605 21,268 54,444 67,364 Intersegment eliminations (684) (2,069) (4,732) (5,004) Total consolidated net sales $ 74,155 $ 123,822 $ 283,040 $ 369,011 September 30, December 31, United States $ 82,419 $ 85,167 Canada 18,056 10,551 Total property, plant and equipment, and operating lease right-of-use assets, net $ 100,475 $ 95,718 |
Long-lived Assets by Geographic Areas | Sales to external customers and property, plant and equipment, and operating lease right-of-use assets, net in the United States and Canada, determined by the location of the subsidiaries, were as follows: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 United States $ 61,234 $ 104,623 $ 233,328 $ 306,651 Canada 13,605 21,268 54,444 67,364 Intersegment eliminations (684) (2,069) (4,732) (5,004) Total consolidated net sales $ 74,155 $ 123,822 $ 283,040 $ 369,011 September 30, December 31, United States $ 82,419 $ 85,167 Canada 18,056 10,551 Total property, plant and equipment, and operating lease right-of-use assets, net $ 100,475 $ 95,718 |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The following table sets forth the components and allocation of the purchase price for the Company's acquisition of Heavy 16, the H&G Entities, Aurora, Greenstar and the IGE Entities: Heavy 16 H&G Entities Aurora Greenstar IGE Entities Component of Purchase Price: Cash $ 60,287 $ 133,483 $ 133,962 $ 85,121 $ 49,129 Common stock 16,736 — 25,824 — 11,051 Contingent consideration 344 — 19,300 — — Forgiveness of assets and liabilities — — (215) (1,601) 722 Total purchase price $ 77,367 $ 133,483 $ 178,871 $ 83,520 $ 60,902 Acquisition-related costs $ 3,109 $ 5,063 $ 7,358 $ 3,688 $ 2,150 Allocation of Purchase Price: Identifiable assets (liabilities) Accounts receivable $ 510 $ 3,308 $ 6,967 $ 982 $ 2,367 Inventories 1,451 6,559 11,031 8,728 30,592 Prepaid expenses and other current assets 34 493 1,086 447 470 Property, plant and equipment 1,078 358 37,991 1,717 4,274 Operating lease right-of-use assets 1,088 1,921 — 2,736 4,447 Other assets 25 213 — 176 — Accounts payable (1,055) (1,320) (4,360) (777) (21,686) Accrued expenses and other current liabilities (226) (445) (768) (1,421) (859) Current portion of lease liabilities (274) (447) — (624) (815) Current portion of long-term debt — — — — (482) Long-term deferred tax liabilities — (25,589) — — (6,769) Long-term lease liabilities (868) (1,501) — (1,836) (3,116) Long-term debt — — — — (1,434) Other long-term liabilities — — (3,840) — — Net identifiable assets 1,763 (16,450) 48,107 10,128 6,989 Identifiable intangible assets Other intangible assets 200 200 824 383 2,430 Customer relationships 5,100 12,500 6,400 11,100 6,300 Trademarks and trade names 18,500 31,400 59,100 9,100 14,000 Technology and formulations & recipes 33,600 56,200 18,000 2,800 3,800 Total identifiable intangible assets 57,400 100,300 84,324 23,383 26,530 Goodwill 18,204 49,633 46,440 50,009 27,383 Total purchase price allocation $ 77,367 $ 133,483 $ 178,871 $ 83,520 $ 60,902 |
Business Acquisition, Pro Forma Information | The following represents estimated unaudited consolidated net sales and net income amounts for the three and nine months ended September 30, 2021, as if the five acquisitions had been included in the consolidated results of the Company for the entire period presented below. The estimated 2021 net income presented below also includes the impact of the aforementioned allocation adjustments to the useful lives of certain intangible assets , resulting in additional expense attributed to the 2021 periods presented. Management considers these estimates to represent an approximate measure of the performance of the combined Company: Three Months Ended Nine Months Ended Estimated ($ in millions) Net sales $ 136 $ 482 Net income $ 24 $ 70 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS, NET (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in goodwill are as follows: Goodwill Balance at December 31, 2021 $ 204,868 Acquisition - IGE Entities - measurement period adjustments (21,304) Acquisition - Greenstar - measurement period adjustments 7,000 Acquisition - all others - measurement period adjustments and foreign currency translation adjustments, net (992) Impairments (189,572) Balance at September 30, 2022 $ — |
Schedule of Indefinite-Lived Intangible Assets | Intangible assets, net comprised the following: September 30, 2022 December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value Finite-lived intangible assets: Computer software $ 9,422 $ (7,966) $ 1,456 $ 8,814 $ (7,208) $ 1,606 Customer relationship 99,790 (22,679) 77,111 101,222 (16,517) 84,705 Technology, formulations and recipes 114,151 (12,894) 101,257 110,561 (3,630) 106,931 Trade names 131,292 (8,373) 122,919 — — — Other 4,762 (4,138) 624 2,428 (1,744) 684 Total finite-lived intangible assets, net 359,417 (56,050) 303,367 223,025 (29,099) 193,926 Indefinite-lived intangible asset: Trade names 2,801 — 2,801 120,773 — 120,773 Other — — — 120 — 120 Total Intangible assets, net $ 362,218 $ (56,050) $ 306,168 $ 343,918 $ (29,099) $ 314,819 |
Schedule of Finite-Lived Intangible Assets | Intangible assets, net comprised the following: September 30, 2022 December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value Finite-lived intangible assets: Computer software $ 9,422 $ (7,966) $ 1,456 $ 8,814 $ (7,208) $ 1,606 Customer relationship 99,790 (22,679) 77,111 101,222 (16,517) 84,705 Technology, formulations and recipes 114,151 (12,894) 101,257 110,561 (3,630) 106,931 Trade names 131,292 (8,373) 122,919 — — — Other 4,762 (4,138) 624 2,428 (1,744) 684 Total finite-lived intangible assets, net 359,417 (56,050) 303,367 223,025 (29,099) 193,926 Indefinite-lived intangible asset: Trade names 2,801 — 2,801 120,773 — 120,773 Other — — — 120 — 120 Total Intangible assets, net $ 362,218 $ (56,050) $ 306,168 $ 343,918 $ (29,099) $ 314,819 Useful lives Weighted-average amortization period Computer software 5 years 3 years Customer relationships 7 to 18 years 11 years Technology, formulations and recipes 8 to 12 years 10 years Trade names 15 to 20 years 18 years |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The estimated aggregate future amortization expense for intangible assets subject to amortization as of September 30, 2022, is summarized below: Estimated Future Amortization Expense For the period of October 1, 2022 to December 31, 2022 $ 6,176 Year ending December 31, 2023 24,488 2024 24,396 2025 24,247 2026 23,940 Thereafter 200,120 Total $ 303,367 |
EARNINGS (LOSS) PER COMMON SH_2
EARNINGS (LOSS) PER COMMON SHARE (“EPS”) (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents information necessary to calculate basic and diluted EPS for the three and nine months ended September 30, 2022 and 2021: Three months ended Nine months ended 2022 2021 2022 2021 Net (loss) income $ (23,539) $ 17,265 $ (250,147) $ 24,462 Weighted-average shares of common stock outstanding 45,089,286 43,760,975 44,907,355 38,497,925 Dilutive effect of warrants using the treasury stock method — 710,760 — 1,860,523 Dilutive effect of restricted stock units using the treasury stock method — 1,175,279 — 1,424,184 Dilutive effect of stock options using the treasury stock method — 641,061 — 711,992 Diluted weighted-average shares of common stock outstanding 45,089,286 46,288,075 44,907,355 42,494,624 Basic EPS $ (0.52) $ 0.39 $ (5.57) $ 0.64 Diluted EPS $ (0.52) $ 0.37 $ (5.57) $ 0.58 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The computation of the weighted-average shares of common stock outstanding for diluted EPS includes the following potential common shares attributable to common stockholders using the treasury stock method for the weighted-average period during which the units were outstanding: Three months ended Nine months ended 2022 2021 2022 2021 Shares subject to warrants outstanding — 1,073,839 — 2,532,580 Shares subject to unvested performance based and restricted stock units — 1,294,652 — 1,536,886 Shares subject to stock options outstanding — 808,127 — 858,952 The computation of the weighted-average shares of common stock outstanding for diluted EPS excludes the following potential common shares as their inclusion would have an anti-dilutive effect on diluted EPS attributable to common stockholders: Three months ended Nine months ended 2022 2021 2022 2021 Shares subject to warrants outstanding 17,669 — 17,669 — Shares subject to unvested performance based and restricted stock units 1,220,733 66,451 1,220,733 29,816 Shares subject to stock options outstanding 682,361 44 682,361 11 |
ACCOUNTS RECEIVABLE, NET AND _2
ACCOUNTS RECEIVABLE, NET AND INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable, Net | Accounts receivable, net comprised the following: September 30, December 31, Trade accounts receivable $ 23,015 $ 35,511 Allowance for doubtful accounts (2,238) (1,156) Other receivables 3,023 7,129 Total accounts receivable, net $ 23,800 $ 41,484 |
Schedule of Inventories | Inventories comprised the following: September 30, December 31, Finished goods $ 104,535 $ 145,298 Work-in-process 6,888 5,967 Raw materials 45,308 41,399 Allowance for inventory obsolescence (19,696) (3,530) Total inventories $ 137,035 $ 189,134 |
OPERATING LEASES (Tables)
OPERATING LEASES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Assets And Liabilities, Lessee | Supplemental balance sheet information related to the Company’s operating leases are as follows: September 30, December 31, Assets Operating lease right-of-use assets, net of accumulated amortization $ 49,251 $ 45,245 Total leased assets $ 49,251 $ 45,245 Liabilities Current portion of lease liabilities $ 8,009 $ 7,198 Long-term lease liabilities 42,710 38,595 Total lease liabilities $ 50,719 $ 45,793 |
Lessee, Operating Lease, Liability, Maturity | As of September 30, 2022, future minimum lease payments under non-cancelable operating leases are as follows: Operating For the period of October 1, 2022 to December 31, 2022 $ 2,514 Year ending December 31, 2023 9,212 2024 8,956 2025 8,329 2026 6,827 2027 6,365 Thereafter 14,223 Total lease payments 56,426 Less portion representing interest (5,707) Total principal 50,719 Less current portion (8,009) Long-term portion $ 42,710 |
Lessee, Operating Lease, Lease Not yet Commenced, Maturity Schedule | The future minimum lease payments for executed non-cancelable operating leases not yet commenced are as follows: Operating For the period of October 1, 2022 to December 31, 2022 $ — Year ending December 31, 2023 2,628 2024 2,978 2025 3,285 2026 3,609 2027 3,710 Thereafter 20,599 Total lease payments $ 36,809 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT, NET (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment, net comprised the following: September 30, December 31, Machinery and equipment $ 27,760 $ 25,177 Peat bogs and related development 10,333 8,686 Building and improvements 9,713 9,510 Land 6,087 6,120 Furniture and fixtures 4,051 2,867 Computer equipment 3,432 3,197 Leasehold improvements 3,091 3,207 Gross property, plant and equipment 64,467 58,764 Less: accumulated depreciation (13,243) (8,291) Total property, plant and equipment, net $ 51,224 $ 50,473 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities and Other Current Liabilities | Accrued expenses and other current liabilities comprised the following: September 30, December 31, Accrued compensation and benefits $ 2,624 $ 3,713 Freight, custom and duty accrual 1,314 2,094 Goods in transit accrual 1,459 3,473 Income tax accrual 716 729 Contingent consideration — 17,034 Other accrued liabilities 6,392 6,953 Total accrued expenses and other current liabilities $ 12,505 $ 33,996 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt comprised the following: September 30, December 31, Term loan - net of unamortized discount and deferred financing costs of $5,364 and $6,025 at September 30, 2022, and December 31, 2021, respectively $ 118,698 $ 118,975 Other 2,210 2,805 Total debt $ 120,908 $ 121,780 Current portion of long-term debt $ 2,101 $ 2,263 Long-term debt - net of unamortized discount and deferred financing costs of $5,364 and $6,025 at September 30, 2022, and December 31, 2021, respectively 118,807 119,517 Total debt $ 120,908 $ 121,780 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule of Warrants | As of September 30, 2022, the following table summarizes the outstanding warrants: Number of Warrants Exercise Price Placement agent warrants 11,662 $ 8.43 Placement agent warrants 6,007 $ 16.86 Total 17,669 $ 11.30 As of December 31, 2021, the following table summarizes the outstanding warrants: Number of Warrants Exercise Price Placement agent warrants 11,810 $ 8.43 Placement agent warrants 6,007 $ 16.86 Total 17,817 $ 11.27 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Outstanding Award, Activity, Excluding Option | For purposes of this table, vested RSUs represent the shares for which the service condition had been fulfilled during the nine months ended September 30, 2022: Number of Weighted Balance, December 31, 2021 1,087,608 $ 9.71 Granted 785,486 $ 9.62 Vested (706,061) $ 9.86 Forfeited (47,629) $ 39.81 Balance, September 30, 2022 1,119,404 $ 8.27 Number of Weighted Balance, December 31, 2021 — $ — Granted 116,113 $ 15.74 Forfeited (14,784) $ 15.74 Balance, September 30, 2022 101,329 $ 15.74 |
Share-based Payment Arrangement, Option, Activity | The following table summarizes the stock option activity for the nine months ended September 30, 2022: Number Weighted Weighted Weighted average Outstanding as of December 31, 2021 720,549 $ 9.57 $ 2.21 7.37 Granted 4,250 $ 13.12 $ 12.95 Exercised (8,283) $ 9.01 $ 2.12 Cancelled (3,153) $ 9.41 $ 3.76 Forfeited (31,002) $ 11.45 $ 7.07 Outstanding as of September 30, 2022 682,361 $ 9.50 $ 2.08 5.45 Options exercisable as of September 30, 2022 578,554 $ 8.86 $ 1.30 5.10 Vested and expected to vest as of September 30, 2022 682,361 $ 9.50 $ 2.08 5.45 The following table summarizes the unvested stock option activity for the nine months ended September 30, 2022: Number Weighted Unvested as of December 31, 2021 202,515 $ 5.04 Granted 4,250 $ 12.95 Vested (71,956) $ 2.33 Forfeited (31,002) $ 7.07 Unvested as of September 30, 2022 103,807 $ 6.62 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table summarizes the estimated fair value of the Company's assets and liabilities which are not measured at fair value but are provided for disclosure purposes: September 30, 2022 December 31, 2021 Fair Value Hierarchy Level Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Term Loan Level 2 $ 124,062 $ 109,175 $ 125,000 $ 121,250 |
DESCRIPTION OF THE BUSINESS (De
DESCRIPTION OF THE BUSINESS (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | ||
May 03, 2021 | Dec. 14, 2020 | Sep. 30, 2021 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||||
Issuance of common stock in connection with follow-on public offering, net of offering cost | $ 16,303 | |||
Common Stock | IPO | ||||
Class of Stock [Line Items] | ||||
Shares issued in offering (in shares) | 9,966,667 | |||
Sale of stock, price per share (in dollars per share) | $ 20 | |||
Proceeds from issuance on offering | $ 182,271 | |||
Issuance of common stock in connection with follow-on public offering, net of offering cost | $ 148 | |||
Common Stock | Over-Allotment Option | ||||
Class of Stock [Line Items] | ||||
Shares issued in offering (in shares) | 1,300,000 | |||
Common Stock | Follow-On Public Offering | ||||
Class of Stock [Line Items] | ||||
Shares issued in offering (in shares) | 5,526,861 | |||
Sale of stock, price per share (in dollars per share) | $ 59 | |||
Proceeds from issuance on offering | $ 309,782 | |||
Common Stock | Follow-On Public Offering, Over-Allotment Option | ||||
Class of Stock [Line Items] | ||||
Shares issued in offering (in shares) | 720,894 |
BASIS OF PRESENTATION AND SIG_4
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) segment | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Contract liabilities | $ 7,066,000 | $ 7,066,000 | $ 18,273,000 | ||
Number of operating segments | segment | 2 | ||||
Number of reportable segments | segment | 1 | ||||
Impairment loss | 0 | $ 0 | $ 2,636,000 | $ 0 | |
Note receivable | 475,000 | 475,000 | $ 3,111 | ||
Revenue from External Customer [Line Items] | |||||
Net sales | 74,155,000 | 123,822,000 | 283,040,000 | 369,011,000 | |
Income tax (expense) benefit | $ (759,000) | 19,844,000 | $ 11,671,000 | 19,025,000 | |
Effective income tax rate | 3.30% | 4.50% | |||
Income tax benefit relating to measurement period adjustments | $ 12,058,000 | ||||
Shipping and Handling | |||||
Revenue from External Customer [Line Items] | |||||
Net sales | $ 3,103,000 | $ 2,242,000 | $ 10,661,000 | $ 5,170,000 |
BASIS OF PRESENTATION AND SIG_5
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Entity-wide Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||||
Net sales | $ 74,155 | $ 123,822 | $ 283,040 | $ 369,011 | |
Property, plant and equipment, and operating lease right-of-use assets, net | 100,475 | 100,475 | $ 95,718 | ||
United States | |||||
Segment Reporting Information [Line Items] | |||||
Property, plant and equipment, and operating lease right-of-use assets, net | 82,419 | 82,419 | 85,167 | ||
Canada | |||||
Segment Reporting Information [Line Items] | |||||
Property, plant and equipment, and operating lease right-of-use assets, net | 18,056 | 18,056 | $ 10,551 | ||
Operating segments | United States | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 61,234 | 104,623 | 233,328 | 306,651 | |
Operating segments | Canada | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 13,605 | 21,268 | 54,444 | 67,364 | |
Intersegment eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | $ (684) | $ (2,069) | $ (4,732) | $ (5,004) |
BUSINESS COMBINATIONS - Narrati
BUSINESS COMBINATIONS - Narrative (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Nov. 01, 2021 USD ($) | Aug. 03, 2021 USD ($) | Jul. 01, 2021 USD ($) | Jun. 01, 2021 USD ($) | May 03, 2021 USD ($) | Mar. 31, 2022 USD ($) acquisition | Sep. 30, 2022 USD ($) | Sep. 30, 2021 acquisition | Dec. 31, 2021 USD ($) acquisition | Jul. 31, 2022 USD ($) | |
Business Acquisition [Line Items] | ||||||||||
Number of businesses acquired | acquisition | 5 | 5 | 5 | |||||||
Amortization of intangible assets, additional | $ 5,894,000 | |||||||||
Field 16, LLC (Heavy 16) | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Percentage of voting interests acquired | 100% | |||||||||
Consideration transferred | $ 77,367,000 | |||||||||
Cash | 60,287,000 | |||||||||
Common stock | 16,736,000 | |||||||||
Contingent consideration | 344,000 | $ 200,000 | $ 200,000 | |||||||
Contingent consideration arrangements, range of outcomes, value, high | 2,500,000 | |||||||||
Contingent consideration arrangements, range of outcomes, value, incremental amount over threshold | 200,000 | |||||||||
Contingent consideration arrangements, range of outcomes, value, threshold | 1,000,000 | |||||||||
Contingent consideration arrangements, range of outcomes, value, sales threshold | 21,000,000 | |||||||||
Contingent consideration | $ 344,000 | |||||||||
H&G Entities | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Percentage of voting interests acquired | 100% | |||||||||
Consideration transferred | $ 133,483,000 | |||||||||
Cash | 133,483,000 | |||||||||
Common stock | 0 | |||||||||
Contingent consideration | $ 0 | |||||||||
Aurora | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Percentage of voting interests acquired | 100% | |||||||||
Consideration transferred | $ 178,871,000 | |||||||||
Cash | 133,962,000 | |||||||||
Common stock | 25,824,000 | |||||||||
Contingent consideration | $ 0 | $ 16,834,000 | $ 15,274,000 | |||||||
Contingent consideration arrangements, range of outcomes, value, high | 70,997,000 | |||||||||
Contingent consideration | 19,300,000 | |||||||||
Forgiveness of accounts payable | 215,000 | |||||||||
Contingent consideration arrangements, excess EBITDA | $ 15,556,000 | |||||||||
Contingent consideration arrangements, multiplier | 11 | |||||||||
Aurora | Valuation Technique, Discounted Cash Flow | Measurement Input, Discount Rate | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent consideration, liability, measurement input | 0.15 | |||||||||
Greenstar | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Percentage of voting interests acquired | 100% | |||||||||
Consideration transferred | $ 83,520,000 | |||||||||
Cash | 85,121,000 | |||||||||
Common stock | 0 | |||||||||
Contingent consideration | 0 | |||||||||
Forgiveness of accounts payable | $ 1,601,000 | |||||||||
IGE Entities | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Percentage of voting interests acquired | 100% | |||||||||
Consideration transferred | $ 60,902,000 | |||||||||
Cash | 49,129,000 | |||||||||
Common stock | 11,051,000 | |||||||||
Contingent consideration | 0 | |||||||||
Forgiveness of contract asset | $ 722,000 | |||||||||
Customer relationship | Minimum | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 7 years | |||||||||
Customer relationship | Maximum | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 12 years | |||||||||
Technology, formulations and recipes | Minimum | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 8 years | |||||||||
Technology, formulations and recipes | Maximum | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 12 years | |||||||||
Trade names | Minimum | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 15 years | |||||||||
Trade names | Maximum | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquired finite-lived intangible assets, weighted average useful life | 20 years |
BUSINESS COMBINATIONS - Compone
BUSINESS COMBINATIONS - Components (Details) - USD ($) $ in Thousands | Nov. 01, 2021 | Aug. 03, 2021 | Jul. 01, 2021 | Jun. 01, 2021 | May 03, 2021 |
Heavy 16 | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 60,287 | ||||
Common stock | 16,736 | ||||
Contingent consideration | 344 | ||||
Forgiveness of assets and liabilities | 0 | ||||
Total purchase price | 77,367 | ||||
Acquisition-related costs | $ 3,109 | ||||
H&G Entities | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 133,483 | ||||
Common stock | 0 | ||||
Contingent consideration | 0 | ||||
Forgiveness of assets and liabilities | 0 | ||||
Total purchase price | 133,483 | ||||
Acquisition-related costs | $ 5,063 | ||||
Aurora | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 133,962 | ||||
Common stock | 25,824 | ||||
Contingent consideration | 19,300 | ||||
Forgiveness of assets and liabilities | (215) | ||||
Total purchase price | 178,871 | ||||
Acquisition-related costs | $ 7,358 | ||||
Greenstar | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 85,121 | ||||
Common stock | 0 | ||||
Contingent consideration | 0 | ||||
Forgiveness of assets and liabilities | (1,601) | ||||
Total purchase price | 83,520 | ||||
Acquisition-related costs | $ 3,688 | ||||
Innovative Growers Equipment, Inc. | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 49,129 | ||||
Common stock | 11,051 | ||||
Contingent consideration | 0 | ||||
Forgiveness of assets and liabilities | 722 | ||||
Total purchase price | 60,902 | ||||
Acquisition-related costs | $ 2,150 |
BUSINESS COMBINATIONS - Allocat
BUSINESS COMBINATIONS - Allocation (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Nov. 01, 2021 | Aug. 03, 2021 | Jul. 01, 2021 | Jun. 01, 2021 | May 03, 2021 |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 0 | $ 204,868,000 | |||||
Heavy 16 | |||||||
Business Acquisition [Line Items] | |||||||
Accounts receivable | $ 510,000 | ||||||
Inventories | 1,451,000 | ||||||
Prepaid expenses and other current assets | 34,000 | ||||||
Property, plant and equipment | 1,078,000 | ||||||
Operating lease right-of-use assets | 1,088,000 | ||||||
Other assets | 25,000 | ||||||
Accounts payable | (1,055,000) | ||||||
Accrued expenses and other current liabilities | (226,000) | ||||||
Current portion of lease liabilities | (274,000) | ||||||
Current portion of long-term debt | 0 | ||||||
Long-term deferred tax liabilities | 0 | ||||||
Long-term lease liabilities | (868,000) | ||||||
Long-term debt | 0 | ||||||
Other long-term liabilities | 0 | ||||||
Net identifiable assets | 1,763,000 | ||||||
Total identifiable intangible assets | 57,400,000 | ||||||
Goodwill | 18,204,000 | ||||||
Total purchase price allocation | 77,367,000 | ||||||
Heavy 16 | Other intangible assets | |||||||
Business Acquisition [Line Items] | |||||||
Total identifiable intangible assets | 200,000 | ||||||
Heavy 16 | Customer relationship | |||||||
Business Acquisition [Line Items] | |||||||
Total identifiable intangible assets | 5,100,000 | ||||||
Heavy 16 | Trademarks and trade names | |||||||
Business Acquisition [Line Items] | |||||||
Total identifiable intangible assets | 18,500,000 | ||||||
Heavy 16 | Technology, formulations and recipes | |||||||
Business Acquisition [Line Items] | |||||||
Total identifiable intangible assets | $ 33,600,000 | ||||||
H&G Entities | |||||||
Business Acquisition [Line Items] | |||||||
Accounts receivable | $ 3,308,000 | ||||||
Inventories | 6,559,000 | ||||||
Prepaid expenses and other current assets | 493,000 | ||||||
Property, plant and equipment | 358,000 | ||||||
Operating lease right-of-use assets | 1,921,000 | ||||||
Other assets | 213,000 | ||||||
Accounts payable | (1,320,000) | ||||||
Accrued expenses and other current liabilities | (445,000) | ||||||
Current portion of lease liabilities | (447,000) | ||||||
Current portion of long-term debt | 0 | ||||||
Long-term deferred tax liabilities | (25,589,000) | ||||||
Long-term lease liabilities | (1,501,000) | ||||||
Long-term debt | 0 | ||||||
Other long-term liabilities | 0 | ||||||
Net identifiable assets | (16,450,000) | ||||||
Total identifiable intangible assets | 100,300,000 | ||||||
Goodwill | 49,633,000 | ||||||
Total purchase price allocation | 133,483,000 | ||||||
H&G Entities | Other intangible assets | |||||||
Business Acquisition [Line Items] | |||||||
Total identifiable intangible assets | 200,000 | ||||||
H&G Entities | Customer relationship | |||||||
Business Acquisition [Line Items] | |||||||
Total identifiable intangible assets | 12,500,000 | ||||||
H&G Entities | Trademarks and trade names | |||||||
Business Acquisition [Line Items] | |||||||
Total identifiable intangible assets | 31,400,000 | ||||||
H&G Entities | Technology, formulations and recipes | |||||||
Business Acquisition [Line Items] | |||||||
Total identifiable intangible assets | $ 56,200,000 | ||||||
Aurora | |||||||
Business Acquisition [Line Items] | |||||||
Accounts receivable | $ 6,967,000 | ||||||
Inventories | 11,031,000 | ||||||
Prepaid expenses and other current assets | 1,086,000 | ||||||
Property, plant and equipment | 37,991,000 | ||||||
Operating lease right-of-use assets | 0 | ||||||
Other assets | 0 | ||||||
Accounts payable | (4,360,000) | ||||||
Accrued expenses and other current liabilities | (768,000) | ||||||
Current portion of lease liabilities | 0 | ||||||
Current portion of long-term debt | 0 | ||||||
Long-term deferred tax liabilities | 0 | ||||||
Long-term lease liabilities | 0 | ||||||
Long-term debt | 0 | ||||||
Other long-term liabilities | (3,840,000) | ||||||
Net identifiable assets | 48,107,000 | ||||||
Total identifiable intangible assets | 84,324,000 | ||||||
Goodwill | 46,440,000 | ||||||
Total purchase price allocation | 178,871,000 | ||||||
Aurora | Other intangible assets | |||||||
Business Acquisition [Line Items] | |||||||
Total identifiable intangible assets | 824,000 | ||||||
Aurora | Customer relationship | |||||||
Business Acquisition [Line Items] | |||||||
Total identifiable intangible assets | 6,400,000 | ||||||
Aurora | Trademarks and trade names | |||||||
Business Acquisition [Line Items] | |||||||
Total identifiable intangible assets | 59,100,000 | ||||||
Aurora | Technology, formulations and recipes | |||||||
Business Acquisition [Line Items] | |||||||
Total identifiable intangible assets | $ 18,000,000 | ||||||
Greenstar | |||||||
Business Acquisition [Line Items] | |||||||
Accounts receivable | $ 982,000 | ||||||
Inventories | 8,728,000 | ||||||
Prepaid expenses and other current assets | 447,000 | ||||||
Property, plant and equipment | 1,717,000 | ||||||
Operating lease right-of-use assets | 2,736,000 | ||||||
Other assets | 176,000 | ||||||
Accounts payable | (777,000) | ||||||
Accrued expenses and other current liabilities | (1,421,000) | ||||||
Current portion of lease liabilities | (624,000) | ||||||
Current portion of long-term debt | 0 | ||||||
Long-term deferred tax liabilities | 0 | ||||||
Long-term lease liabilities | (1,836,000) | ||||||
Long-term debt | 0 | ||||||
Other long-term liabilities | 0 | ||||||
Net identifiable assets | 10,128,000 | ||||||
Total identifiable intangible assets | 23,383,000 | ||||||
Goodwill | 50,009,000 | ||||||
Total purchase price allocation | 83,520,000 | ||||||
Greenstar | Other intangible assets | |||||||
Business Acquisition [Line Items] | |||||||
Total identifiable intangible assets | 383,000 | ||||||
Greenstar | Customer relationship | |||||||
Business Acquisition [Line Items] | |||||||
Total identifiable intangible assets | 11,100,000 | ||||||
Greenstar | Trademarks and trade names | |||||||
Business Acquisition [Line Items] | |||||||
Total identifiable intangible assets | 9,100,000 | ||||||
Greenstar | Technology, formulations and recipes | |||||||
Business Acquisition [Line Items] | |||||||
Total identifiable intangible assets | $ 2,800,000 | ||||||
IGE Entities | |||||||
Business Acquisition [Line Items] | |||||||
Accounts receivable | $ 2,367,000 | ||||||
Inventories | 30,592,000 | ||||||
Prepaid expenses and other current assets | 470,000 | ||||||
Property, plant and equipment | 4,274,000 | ||||||
Operating lease right-of-use assets | 4,447,000 | ||||||
Other assets | 0 | ||||||
Accounts payable | (21,686,000) | ||||||
Accrued expenses and other current liabilities | (859,000) | ||||||
Current portion of lease liabilities | (815,000) | ||||||
Current portion of long-term debt | (482,000) | ||||||
Long-term deferred tax liabilities | (6,769,000) | ||||||
Long-term lease liabilities | (3,116,000) | ||||||
Long-term debt | (1,434,000) | ||||||
Other long-term liabilities | 0 | ||||||
Net identifiable assets | 6,989,000 | ||||||
Total identifiable intangible assets | 26,530,000 | ||||||
Goodwill | 27,383,000 | ||||||
Total purchase price allocation | 60,902,000 | ||||||
IGE Entities | Other intangible assets | |||||||
Business Acquisition [Line Items] | |||||||
Total identifiable intangible assets | 2,430,000 | ||||||
IGE Entities | Customer relationship | |||||||
Business Acquisition [Line Items] | |||||||
Total identifiable intangible assets | 6,300,000 | ||||||
IGE Entities | Trademarks and trade names | |||||||
Business Acquisition [Line Items] | |||||||
Total identifiable intangible assets | 14,000,000 | ||||||
IGE Entities | Technology, formulations and recipes | |||||||
Business Acquisition [Line Items] | |||||||
Total identifiable intangible assets | $ 3,800,000 |
BUSINESS COMBINATIONS - Pro For
BUSINESS COMBINATIONS - Pro Forma (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||
Net sales | $ 136 | $ 482 |
Net income | $ 24 | $ 70 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS, NET - Narrative (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) acquisition | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) acquisition | Dec. 31, 2021 USD ($) acquisition | |
Goodwill [Line Items] | ||||||
Goodwill impairment | $ 0 | $ 189,572,000 | ||||
Goodwill | $ 0 | 0 | $ 204,868,000 | |||
Amortization expense | $ 6,218,000 | $ 3,197,000 | $ 27,209,000 | $ 6,169,000 | ||
Number of businesses acquired | acquisition | 5 | 5 | 5 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS, NET - Goodwill (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Goodwill [Roll Forward] | ||||
Balance at December 31, 2021 | $ 204,868,000 | |||
Impairments | $ 0 | $ 0 | 192,328,000 | $ 0 |
Balance at September 30, 2022 | $ 0 | 0 | ||
IGE Entities | ||||
Goodwill [Roll Forward] | ||||
Remeasurement adjustments and foreign currency translation adjustments, net | (21,304,000) | |||
Greenstar | ||||
Goodwill [Roll Forward] | ||||
Remeasurement adjustments and foreign currency translation adjustments, net | 7,000,000 | |||
All others | ||||
Goodwill [Roll Forward] | ||||
Remeasurement adjustments and foreign currency translation adjustments, net | $ (992,000) |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS, NET - Intangible Assets, net (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 359,417 | $ 223,025 |
Accumulated Amortization | (56,050) | (29,099) |
Total | 303,367 | 193,926 |
Indefinite-lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 362,218 | 343,918 |
Total | 306,168 | 314,819 |
Trade names | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,801 | 120,773 |
Other intangible assets | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 0 | 120 |
Computer software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 9,422 | 8,814 |
Accumulated Amortization | (7,966) | (7,208) |
Total | 1,456 | 1,606 |
Customer relationship | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 99,790 | 101,222 |
Accumulated Amortization | (22,679) | (16,517) |
Total | 77,111 | 84,705 |
Technology, formulations and recipes | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 114,151 | 110,561 |
Accumulated Amortization | (12,894) | (3,630) |
Total | 101,257 | 106,931 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 131,292 | 0 |
Accumulated Amortization | (8,373) | 0 |
Total | 122,919 | 0 |
Other intangible assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 4,762 | 2,428 |
Accumulated Amortization | (4,138) | (1,744) |
Total | $ 624 | $ 684 |
GOODWILL AND INTANGIBLE ASSET_6
GOODWILL AND INTANGIBLE ASSETS, NET - Useful Life Finite-lived Intangible Assets (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Computer software | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 5 years |
Computer software | Weighted Average | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, amortization period | 3 years |
Customer relationship | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 7 years |
Customer relationship | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 18 years |
Customer relationship | Weighted Average | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, amortization period | 11 years |
Technology, formulations and recipes | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 8 years |
Technology, formulations and recipes | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 12 years |
Technology, formulations and recipes | Weighted Average | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, amortization period | 10 years |
Trade names | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 15 years |
Trade names | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 20 years |
Trade names | Weighted Average | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, amortization period | 18 years |
GOODWILL AND INTANGIBLE ASSET_7
GOODWILL AND INTANGIBLE ASSETS, NET - Future Amortization Expense (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
For the period of October 1, 2022 to December 31, 2022 | $ 6,176 | |
Year ending December 31, 2023 | 24,488 | |
Year ending December 31, 2024 | 24,396 | |
Year ending December 31, 2025 | 24,247 | |
Year ending December 31, 2026 | 23,940 | |
Thereafter | 200,120 | |
Total | $ 303,367 | $ 193,926 |
EARNINGS (LOSS) PER COMMON SH_3
EARNINGS (LOSS) PER COMMON SHARE (“EPS”) - Calculation for Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Net (loss) income | $ (23,539) | $ 17,265 | $ (250,147) | $ 24,462 |
Weighted-average shares of common stock outstanding (in shares) | 45,089,286 | 43,760,975 | 44,907,355 | 38,497,925 |
Dilutive effect of warrants using the treasury stock method (in shares) | 0 | 710,760 | 0 | 1,860,523 |
Diluted weighted-average shares of common stock outstanding (in shares) | 45,089,286 | 46,288,075 | 44,907,355 | 42,494,624 |
Basic EPS (in dollars per share) | $ (0.52) | $ 0.39 | $ (5.57) | $ 0.64 |
Diluted EPS (in dollars per share) | $ (0.52) | $ 0.37 | $ (5.57) | $ 0.58 |
Restricted stock units | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Dilutive effect of share-based payments using the treasury stock method (in shares) | 0 | 1,175,279 | 0 | 1,424,184 |
Stock options | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Dilutive effect of share-based payments using the treasury stock method (in shares) | 0 | 641,061 | 0 | 711,992 |
EARNINGS (LOSS) PER COMMON SH_4
EARNINGS (LOSS) PER COMMON SHARE (“EPS”) - Antidilutive (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Warrant | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares subject to (in shares) | 0 | 1,073,839 | 0 | 2,532,580 |
Shares subject to (in shares) | 17,669 | 0 | 17,669 | 0 |
Performance based and restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares subject to (in shares) | 0 | 1,294,652 | 0 | 1,536,886 |
Shares subject to (in shares) | 1,220,733 | 66,451 | 1,220,733 | 29,816 |
Stock options outstanding | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares subject to (in shares) | 0 | 808,127 | 0 | 858,952 |
Shares subject to (in shares) | 682,361 | 44 | 682,361 | 11 |
ACCOUNTS RECEIVABLE, NET AND _3
ACCOUNTS RECEIVABLE, NET AND INVENTORIES - Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||
Trade accounts receivable | $ 23,015 | $ 35,511 |
Allowance for doubtful accounts | (2,238) | (1,156) |
Other receivables | 3,023 | 7,129 |
Total accounts receivable, net | $ 23,800 | $ 41,484 |
ACCOUNTS RECEIVABLE, NET AND _4
ACCOUNTS RECEIVABLE, NET AND INVENTORIES - Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||
Finished goods | $ 104,535 | $ 145,298 |
Work-in-process | 6,888 | 5,967 |
Raw materials | 45,308 | 41,399 |
Allowance for inventory obsolescence | (19,696) | (3,530) |
Total inventories | $ 137,035 | $ 189,134 |
OPERATING LEASES - Narrative (D
OPERATING LEASES - Narrative (Details) ft² in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Mar. 31, 2022 USD ($) ft² | Dec. 31, 2021 USD ($) | |
Leases [Abstract] | ||||||
Renewal term | 10 years | 10 years | ||||
Operating lease, cost | $ 2,929 | $ 2,429 | $ 8,548 | $ 5,601 | ||
Lessee, Lease, Description [Line Items] | ||||||
Operating lease right-of-use assets | 49,251 | 49,251 | $ 45,245 | |||
Sublease income | $ 387 | $ 28 | $ 897 | $ 85 | ||
Shoemakersville, Pennsylvania | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Rented area (sf) | ft² | 303 | |||||
Operating lease right-of-use assets | $ 10,463 |
OPERATING LEASES - Balance Shee
OPERATING LEASES - Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Operating lease right-of-use assets, net of accumulated amortization | $ 49,251 | $ 45,245 |
Total leased assets | 49,251 | 45,245 |
Current portion of lease liabilities | 8,009 | 7,198 |
Long-term lease liabilities | 42,710 | 38,595 |
Total lease liabilities | $ 50,719 | $ 45,793 |
OPERATING LEASES - Future Minim
OPERATING LEASES - Future Minimum Lease Payment (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
For the period of October 1, 2022 to December 31, 2022 | $ 2,514 | |
2023 | 9,212 | |
2024 | 8,956 | |
2025 | 8,329 | |
2026 | 6,827 | |
2027 | 6,365 | |
Thereafter | 14,223 | |
Total lease payments | 56,426 | |
Less portion representing interest | (5,707) | |
Total lease liabilities | 50,719 | $ 45,793 |
Less current portion | (8,009) | (7,198) |
Long-term portion | $ 42,710 | $ 38,595 |
OPERATING LEASES - Lease Not ye
OPERATING LEASES - Lease Not yet Commenced Maturity (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Leases [Abstract] | |
For the period of October 1, 2022 to December 31, 2022 | $ 0 |
2023 | 2,628 |
2024 | 2,978 |
2025 | 3,285 |
2026 | 3,609 |
2027 | 3,710 |
Thereafter | 20,599 |
Total lease payments | $ 36,809 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||||
Gross property and equipment | $ 64,467 | $ 64,467 | $ 58,764 | ||
Less: accumulated depreciation | (13,243) | (13,243) | (8,291) | ||
Total property and equipment, net | 51,224 | 51,224 | 50,473 | ||
Depreciation and amortization expense | 2,221 | $ 1,662 | 6,006 | $ 2,469 | |
Machinery and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Gross property and equipment | 27,760 | 27,760 | 25,177 | ||
Peat bogs and related development | |||||
Property, Plant and Equipment [Line Items] | |||||
Gross property and equipment | 10,333 | 10,333 | 8,686 | ||
Building and improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Gross property and equipment | 9,713 | 9,713 | 9,510 | ||
Land | |||||
Property, Plant and Equipment [Line Items] | |||||
Gross property and equipment | 6,087 | 6,087 | 6,120 | ||
Furniture and fixtures | |||||
Property, Plant and Equipment [Line Items] | |||||
Gross property and equipment | 4,051 | 4,051 | 2,867 | ||
Computer equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Gross property and equipment | 3,432 | 3,432 | 3,197 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Gross property and equipment | $ 3,091 | $ 3,091 | $ 3,207 |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued compensation and benefits | $ 2,624 | $ 3,713 |
Freight, custom and duty accrual | 1,314 | 2,094 |
Goods in transit accrual | 1,459 | 3,473 |
Income tax accrual | 716 | 729 |
Contingent consideration | 0 | 17,034 |
Other accrued liabilities | 6,392 | 6,953 |
Total accrued expenses and other current liabilities | $ 12,505 | $ 33,996 |
DEBT - Components (Details)
DEBT - Components (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Oct. 25, 2021 |
Debt Instrument [Line Items] | |||
Long-term debt | $ 120,908 | $ 121,780 | |
Current portion of long-term debt | 2,101 | 2,263 | |
Long-term debt - net of unamortized discount and deferred financing costs of $5,364 and $6,025 at September 30, 2022, and December 31, 2021, respectively | 118,807 | 119,517 | |
Total debt | 120,908 | 121,780 | |
Unamortized discount and deferred financing costs | 5,364 | 6,025 | |
Term loan | |||
Debt Instrument [Line Items] | |||
Long-term debt | 118,698 | 118,975 | |
Unamortized discount and deferred financing costs | 5,364 | 6,025 | $ 6,190 |
Other | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 2,210 | $ 2,805 |
DEBT - Term Loans (Details)
DEBT - Term Loans (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Oct. 25, 2021 | Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||||
Deferred financing costs and discount | $ 5,364 | $ 5,364 | $ 5,364 | $ 6,025 | |
Finance lease obligations | 2,088 | 2,088 | 2,088 | ||
Other debt of foreign subsidiary | 122 | $ 122 | $ 122 | ||
Senior Secured Term Loan | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, gross | $ 125,000 | ||||
Debt instrument, call premium rate, year one | 2% | ||||
Debt instrument, call premium rate, year two | 1% | ||||
Debt instrument, call premium rate, after year two | 0% | ||||
Debt instrument, interest rate during period | 9.21% | 7.95% | |||
Deferred financing costs and discount | $ 5,364 | $ 6,190 | $ 5,364 | $ 5,364 | $ 6,025 |
Interest expense, debt | 2,886 | 7,416 | |||
Amortization of deferred financing costs | $ 223 | $ 661 | |||
Debt instrument, quarterly payment, principal outstanding, percentage | 0.25% | ||||
Senior Secured Term Loan | London Interbank Offered Rate (LIBOR) | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, floor on variable rate | 1% | ||||
Debt instrument, basis spread on variable rate | 5.50% | ||||
Rate lock | 2.88% | ||||
Debt instrument, interest rate during period | 8.38% | ||||
Senior Secured Term Loan | Alternative Base Rate | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, floor on variable rate | 2% | ||||
Debt instrument, basis spread on variable rate | 4.50% |
DEBT - Revolving Asset-backed C
DEBT - Revolving Asset-backed Credit Facilities (Details) | 3 Months Ended | 9 Months Ended | ||||||
Aug. 31, 2021 USD ($) | Mar. 29, 2021 USD ($) | Jul. 11, 2019 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||||||
Loss on debt extinguishment | $ 0 | $ 0 | $ 0 | $ 680,000 | ||||
JPMorgan Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, term | 3 years | |||||||
Line of credit facility, maximum borrowing capacity | $ 100,000,000 | $ 50,000,000 | ||||||
Line of credit facility, accordion feature, increase limit | 25,000,000 | |||||||
Line of credit facility, accordion feature, withdrawal limit increments | $ 5,000,000 | |||||||
Unamortized debt issuance expense | 680,000 | 680,000 | ||||||
Line of credit facility, remaining borrowing capacity | 62,000,000 | 62,000,000 | ||||||
Covenant , minimum fixed charge coverage ratio multiplier | 1.1 | |||||||
Excess availability (less than) | $ 10,000,000 | |||||||
Covenant , minimum fixed charge coverage ratio, term | 12 months | |||||||
Covenant, excess availability term | 30 days | |||||||
Fixed charge coverage ratio | 1.15 | |||||||
Borrowings outstanding | $ 0 | $ 0 | $ 0 | |||||
JPMorgan Credit Facility | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | $ 75,000,000 | |||||||
Line of credit facility, unused capacity, commitment fee percentage | 0.25% | |||||||
JPMorgan Credit Facility | Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 1.95% | |||||||
Debt instrument, floor on variable rate | 0% | |||||||
Revolving Asset-baked Credit Facility | Encina Obligors | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | $ 45,000,000 | |||||||
Debt instrument, payment due, period before scheduled maturity date | 90 days | |||||||
Loss on debt extinguishment | $ 680,000 | |||||||
Revolving Asset-baked Credit Facility | Encina Obligors | Canada | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | $ 15,000,000 | |||||||
Bridge Loan | Encina Obligors | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | $ 2,000,000 |
STOCKHOLDERS_ EQUITY - Warrant
STOCKHOLDERS’ EQUITY - Warrant Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 7 Months Ended | 9 Months Ended | |||
Jul. 19, 2021 | Jul. 18, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | |||||
Exercise price (in dollars per share) | $ 11.30 | $ 11.27 | |||
Proceeds from exercises of investor warrants | $ 0 | $ 56,779 | |||
Investor Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Redemption price (in dollars per share) | $ 0.00033712 | ||||
Exercise price (in dollars per share) | $ 16.86 | ||||
Warrants exercised (in shares) | 1,491 | 3,367,647 | |||
Proceeds from exercises of investor warrants | $ 56,778 | ||||
Warrant solicitation fee expense, percentage of net cash proceeds solicited by placement agents on certain warrants following call for redemption | 5% | ||||
Investor Warrants | Common Stock | |||||
Class of Warrant or Right [Line Items] | |||||
Number of securities called by each warrant or right (in shares) | 0.5 | ||||
Number of consecutive trading days prior to notice of redemption | 20 days | ||||
Investor Warrants | Common Stock | Minimum | |||||
Class of Warrant or Right [Line Items] | |||||
Share price (in dollars per share) | $ 25.28 |
STOCKHOLDERS_ EQUITY - Outstand
STOCKHOLDERS’ EQUITY - Outstanding Warrants (Details) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Class of Warrant or Right [Line Items] | ||
Warrants outstanding (in shares) | 17,669 | 17,817 |
Exercise price (in dollars per share) | $ 11.30 | $ 11.27 |
Investor Warrants, Placement Agents, $8.43 | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding (in shares) | 11,662 | 11,810 |
Exercise price (in dollars per share) | $ 8.43 | $ 8.43 |
Investor Warrants, Placement Agents, $16.86 | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding (in shares) | 6,007 | 6,007 |
Exercise price (in dollars per share) | $ 16.86 | $ 16.86 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 USD ($) plan shares | Sep. 30, 2022 USD ($) plan tranche shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of equity plans maintained | plan | 3 | 3 |
RSU | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Vesting tranches | tranche | 3 | |
Cost not yet recognized, amount | $ 7,543 | $ 7,543 |
Cost not yet recognized, period for recognition | 1 year 5 months 12 days | |
Stock-based compensation expense | $ 1,447 | $ 6,095 |
Awards vested but not yet issued (in shares) | shares | 6,357 | 6,357 |
PSU | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 1 year | |
Cost not yet recognized, amount | $ 231 | $ 231 |
Stock-based compensation expense | 96 | $ 256 |
PSU | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Cost not yet recognized, period for recognition | 1 year | |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Cost not yet recognized, amount | 494 | $ 494 |
Cost not yet recognized, period for recognition | 1 year 6 months 14 days | |
Stock-based compensation expense | $ 125 | $ 298 |
2020 Employee, Director, and Consultant Equity Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares available for grant (in shares) | shares | 1,323,764 | 1,323,764 |
STOCK-BASED COMPENSATION - RSU
STOCK-BASED COMPENSATION - RSU Activity (Details) - RSU | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Number of RSUs | |
Beginning (in shares) | shares | 1,087,608 |
Granted (in shares) | shares | 785,486 |
Vested (in shares) | shares | (706,061) |
Forfeited (in shares) | shares | (47,629) |
Ending (in shares) | shares | 1,119,404 |
Weighted average grant date fair value | |
Beginning (in dollars per shares) | $ / shares | $ 9.71 |
Granted (in dollars per share) | $ / shares | 9.62 |
Vested (in dollars per share) | $ / shares | 9.86 |
Forfeited (in dollars per share) | $ / shares | 39.81 |
Ending (in dollars shares) | $ / shares | $ 8.27 |
STOCK-BASED COMPENSATION - PSU
STOCK-BASED COMPENSATION - PSU Activity (Details) - PSU | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Number of PSUs | |
Beginning (in shares) | shares | 0 |
Granted (in shares) | shares | 116,113 |
Forfeited (in shares) | shares | (14,784) |
Ending (in shares) | shares | 101,329 |
Weighted average grant date fair value | |
Beginning (in dollars per shares) | $ / shares | $ 0 |
Granted (in dollars per share) | $ / shares | 15.74 |
Forfeited (in dollars per share) | $ / shares | 15.74 |
Ending (in dollars shares) | $ / shares | $ 15.74 |
STOCK-BASED COMPENSATION - Stoc
STOCK-BASED COMPENSATION - Stock Option Activity (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Number | ||
Outstanding, beginning (in shares) | 720,549 | |
Granted (in shares) | 4,250 | |
Exercised (in shares) | (8,283) | |
Cancelled (in shares) | (3,153) | |
Forfeited (in shares) | (31,002) | |
Outstanding, ending (in shares) | 682,361 | 720,549 |
Options exercisable (in shares) | 578,554 | |
Vested and expected to vest (in shares) | 682,361 | |
Weighted average exercise price | ||
Outstanding, beginning (in dollars per share) | $ 9.57 | |
Granted (in dollars per share) | 13.12 | |
Exercised (in dollars per share) | 9.01 | |
Cancelled (in dollars per share) | 9.41 | |
Forfeited (in dollars per share) | 11.45 | |
Outstanding, ending (in dollars per share) | 9.50 | $ 9.57 |
Options exercisable (in dollars per share) | 8.86 | |
Vested and expected to vest (in dollars per share) | 9.50 | |
Weighted average grant date fair value | ||
Outstanding, beginning (in dollars per share) | 2.21 | |
Granted (in dollars per share) | 12.95 | |
Exercised (in dollars per share) | 2.12 | |
Cancelled (in dollars per share) | 3.76 | |
Forfeited (in dollars per share) | 7.07 | |
Outstanding, ending (in dollars per share) | 2.08 | $ 2.21 |
Options exercisable (in dollars per share) | 1.30 | |
Vested and expected to vest (in dollars per share) | $ 2.08 | |
Weighted average remaining contractual term (years) | ||
Outstanding, term | 5 years 5 months 12 days | 7 years 4 months 13 days |
Options exercisable, term | 5 years 1 month 6 days | |
Vested and expected to vest, term | 5 years 5 months 12 days |
STOCK-BASED COMPENSATION - Unve
STOCK-BASED COMPENSATION - Unvested Stock Option Activity (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Number | |
Balance, outstanding, beginning (in shares) | shares | 202,515 |
Granted (in shares) | shares | 4,250 |
Vested (in shares) | shares | (71,956) |
Forfeited (in shares) | shares | (31,002) |
Balance, outstanding, ending (in shares) | shares | 103,807 |
Weighted average grant date fair value | |
Balance, outstanding, beginning (in dollars per share) | $ / shares | $ 5.04 |
Granted (in dollars per share) | $ / shares | 12.95 |
Vested (in dollars per share) | $ / shares | 2.33 |
Forfeited (in dollars per share) | $ / shares | 7.07 |
Balance, outstanding, ending (in dollars per share) | $ / shares | $ 6.62 |
COMMITMENTS, CONTINGENCIES, A_2
COMMITMENTS, CONTINGENCIES, AND RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Related Party Transaction [Line Items] | |||
Operating lease, expense | $ 7,275 | $ 3,678 | |
Investor | Petaluma, California | |||
Related Party Transaction [Line Items] | |||
Operating lease, expense | $ 0 | $ 639 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jul. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||||
Change in fair value of contingent consideration | $ 0 | $ 386,000 | $ (1,560,000) | $ (126,000) | ||
Impairment loss | 0 | $ 0 | 2,636,000 | $ 0 | ||
Note receivable | 475,000 | 475,000 | $ 3,111 | |||
Long-term debt | 120,908,000 | 120,908,000 | 121,780,000 | |||
Heavy 16 | ||||||
Business Acquisition [Line Items] | ||||||
Contingent consideration | 0 | 0 | 200,000 | |||
Aurora | ||||||
Business Acquisition [Line Items] | ||||||
Contingent consideration | 0 | 0 | $ 15,274,000 | 16,834,000 | ||
Other | ||||||
Business Acquisition [Line Items] | ||||||
Long-term debt | $ 2,210,000 | $ 2,210,000 | $ 2,805,000 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - Level 2 - Term Loan - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Carrying Amount | ||
Liabilities | ||
Debt | $ 124,062 | $ 125,000 |
Estimated Fair Value | ||
Liabilities | ||
Debt | $ 109,175 | $ 121,250 |