10-Q 1 grwg-20220331.htm 10-Q grwg-20220331
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended: March 31, 2022
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 333-207889
 
GROWGENERATION CORP.
(Exact name of small business issuer as specified in its charter)
 
Colorado 46-5008129
(State of other jurisdiction
of incorporation)
 (IRS Employer
ID No.)
 
5619 DTC Parkway, Suite 900
Greenwood Village, Colorado 80111
(Address of principal executive offices)
 
(800) 935-8420
(Issuer’s Telephone Number)
 
Securities registered pursuant to Section 12(b) of the Act: 
Title of each class Trading symbol Name of each exchange on which registered
Common Stock, par value $0.001 per share GRWG The NASDAQ Stock Market LLC
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ 
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes ☒ No ☐
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
  Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  No ☒
 
As of May 16, 2022 there were 60,744,195 shares of the registrant’s common stock issued and outstanding. 




TABLE OF CONTENTS
 
  Page No.
   
  
   
 
 
 
 
 
   
   
 

i


PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GROWGENERATION CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except shares and per share amounts)
 March 31,
2022
December 31,
2021
ASSETS  
Current assets:  
Cash and cash equivalents$47,273 $41,372 
Marketable securities19,035 39,793 
Accounts receivable, net of allowance for doubtful accounts of $0.6 million and $0.6 million at March 31, 2022 and December 31, 2021
7,386 5,741 
Notes receivable, current, net of allowance for doubtful accounts of $0.9 million and $0.5 million at March 31, 2022 and December 31, 2021
1,967 2,440 
Inventory105,941 105,571 
Prepaid income taxes5,856 5,856 
Prepaids and other current assets7,035 16,116 
Total current assets194,493 216,889 
Property and equipment, net26,928 24,116 
Operating leases right-of-use assets45,839 43,730 
Intangible assets, net48,786 48,402 
Goodwill132,500 125,401 
Other assets807 800 
TOTAL ASSETS$449,353 $459,338 
LIABILITIES & STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$14,221 $17,033 
Accrued liabilities1,143 2,044 
Payroll and payroll tax liabilities4,302 7,440 
Customer deposits7,190 11,686 
Sales tax payable1,928 1,923 
Current maturities of lease liability7,740 6,858 
Current portion of long-term debt94 92 
Total current liabilities36,618 47,076 
Commitments and ontingencies (Note 15)
Deferred tax liability723 2,359 
Operating lease liability, net of current maturities39,879 38,546 
Long-term debt, net of current portion41 66 
Total liabilities77,261 88,047 
Stockholders’ equity:
Common stock; $0.001 par value; 100,000,000 shares authorized, 60,727,888 and 59,928,564 shares issued and outstanding as of March 31, 2022 and December 31, 2021
61 60 
Additional paid-in capital367,064 361,087 
Retained earnings4,967 10,144 
Total stockholders’ equity372,092 371,291 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY$449,353 $459,338 
 
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
1


GROWGENERATION CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(Unaudited)
 
 Three Months Ended March 31,
 20222021
Net sales$81,767 $90,022 
Cost of sales59,627 64,645 
Gross profit22,140 25,377 
Operating expenses:
Store operations and other operational expenses14,532 8,182 
Selling, general, and administrative10,323 7,405 
Depreciation and amortization4,506 2,054 
Total operating expenses29,361 17,641 
Income (Loss) from operations(7,221)7,736 
Other income (expense):
Other income (expense)409 (38)
Interest income2 4 
Interest expense(3)(2)
Total non-operating income (expense), net408 (36)
Net income (loss) before taxes(6,813)7,700 
Benefit (provision) for income taxes1,636 (1,553)
Net income (loss)$(5,177)$6,147 
Net income (loss) per share, basic$(0.09)$0.11 
Net income (loss) per share, diluted$(0.09)$0.10 
Weighted average shares outstanding, basic60,126 58,394 
Weighted average shares outstanding, diluted60,126 60,317 
 
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
 
2


GROWGENERATION CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
THREE MONTHS ENDED MARCH 31, 2022 AND 2021
(in thousands)
(Unaudited) 
  
Common StockAdditional
Paid-In Capital
Retained
Earnings (Deficit)
Total
Stockholders’ Equity
 SharesAmount
Balances, December 31, 202159,929 $60 $361,087 $10,144 $371,291 
Common stock issued in connection with business combination650 1 5,749 5,750 
Common stock issued for share based compensation149 — —  
Common stock withheld for employee payroll taxes(1,355)(1,355)
Share based compensation1,583 1,583 
Net income (loss)(5,177)(5,177)
Balances, March 31, 202260,728 $61 $367,064 $4,967 $372,092 
 
Common StockAdditional
Paid-In Capital
Retained
Earnings (Deficit)
Total
Stockholders’ Equity
 SharesAmount
Balances, December 31, 202057,151 $57 $319,582 $(2,642)$316,997 
Common stock issued upon warrant exercise40 — 111 — 111 
Common stock issued upon cashless warrant exercise535 1 (1)—  
Common stock issued upon exercise of options1 — 2 — 2 
Common stock issued upon cashless exercise of options5 — — —  
Common stock issued in connection with business combinations548 — 29,249 — 29,249 
Common stock issued for assets300 — — —  
Common stock issued for services(90)— — —  
Common stock issued for share based compensation(96)— (3,954)— (3,954)
Share based compensation— — 1,187 — 1,187 
Net income (loss)— — — 6,147 6,147 
Balances, March 31, 202158,394 $58 $346,176 $3,505 $349,739 
 
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

3


GROWGENERATION CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited) 
 Three Months Ended March 31,
 20222021
Cash flows from operating activities:  
Net income (loss)$(5,177)$6,147 
Adjustments to reconcile net income to net cash provided by operating activities:  
Depreciation and amortization4,506 2,054 
Stock-based compensation expense1,583 1,327 
Bad debt expense, net of recoveries(471)(184)
Gain on asset disposition20  
Deferred taxes(1,636)384 
Changes in operating assets and liabilities (net of the effect of acquisitions):
Accounts and notes receivable(701)(1,165)
Inventory3,761 (16,716)
Prepaid expenses and other assets9,740 (8,175)
Accounts payable and accrued liabilities(5,082)10,613 
Operating leases106 (87)
Payroll and payroll tax liabilities(3,138)261 
Income taxes payable 455 
Customer deposits(5,738)4,615 
Sales tax payable5 1,213 
Net cash provided by (used in) operating activities(2,222)742 
Cash flows from investing activities:  
Acquisitions, net of cash acquired(6,806)(39,307)
Purchase of marketable securities (41,077)
Maturities from marketable securities20,758  
Purchase of property and equipment(4,451)(1,679)
Purchase of intangibles (681)
Net cash provided by (used in) investing activities9,501 (82,744)
Cash flows from financing activities:  
Principal payments on long term debt(23)(27)
Common stock withheld for employee payroll taxes(1,355)(3,954)
Proceeds from the sale of common stock and exercise of warrants, net of expenses 113 
Net cash provided by (used in) financing activities(1,378)(3,868)
Net change5,901 (85,870)
Cash and cash equivalents at the beginning of period41,372 177,912 
Cash and cash equivalents at the end of period$47,273 $92,042 
Supplemental disclosures of non-cash activities:  
Cash paid for interest$3 $2 
Common stock issued for business combination$5,750 $29,249 
Right of use assets acquired under new operating leases$2,703 $3,220 
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
4



GrowGeneration Corp.
Notes To Condensed Consolidated Financial Statements
March 31, 2022
(Unaudited) 
1.GENERAL
 
GrowGeneration Corp. (the “Company”, “we”, or “our”) is the largest chain of hydroponic garden centers in North America and is a leading marketer and distributor of nutrients, growing media, advanced indoor and greenhouse lighting, ventilation systems, and accessories for hydroponic gardening. Currently, the Company owns and operates a chain of sixty-three (63) retail hydroponic/gardening stores across 13 states, an online e-commerce platform, and proprietary businesses that market grow solutions through our platforms and other wholesale customers. The Company’s plan is to continue to acquire, open and operate hydroponic/gardening stores and related businesses throughout the United States. 

Basis of Presentation
 
The accompanying interim unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. These statements should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. There were no significant changes to our significant accounting policies as disclosed in our 2021 Form 10-K, except for the immaterial out-of-period adjustments discussed below. The results of operations for our interim periods are not necessarily indicative of results for the full fiscal year.
 
All amounts included in the accompanying footnotes to the consolidated financial statements, except per share data, are in thousands (000).
 
Risk and Uncertainties
 
The COVID-19 pandemic has created significant public health concerns as well as economic disruption, uncertainty, and volatility that may negatively affect our business operations and financial results. As a result, if the pandemic or its effects persist or worsen, our accounting estimates and assumptions could be impacted in subsequent interim reports and upon final determination at year-end, and it is reasonably possible such changes could be significant (although the potential effects cannot be estimated at this time). The Company has experienced minimal business interruption as a result of the COVID-19 pandemic. We have been deemed an “essential” business by state and local authorities in the areas in which we operate and as such have not been subject to business closures. The COVID-19 pandemic to date has resulted in supply chain delays of our inventory, higher operating costs and increased shipping costs, among other impacts. As events surrounding the COVID-19 pandemic can change rapidly we cannot predict how it may disrupt our operations or the full extent of the disruption.

Accounting Pronouncements Not Yet Adopted

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments — Credit Losses (Topic 326),” changing the impairment model for most financial instruments by requiring companies to recognize an allowance for expected losses, rather than incurred losses as required currently by the other-than-temporary impairment model. The ASU will apply to most financial assets measured at amortized cost and certain other instruments, including trade and other receivables, loans, available-for-sale and held-to-maturity debt securities, net investments in leases, and off-balance sheet credit exposures. The Company is in the process of evaluating the impact of this standard.

5


Immaterial out-of-period adjustments

During the three months ended March 31, 2022, the Company recorded an immaterial out-of period adjustment that impacted the prior year Consolidated Balance Sheets. The adjustment related to a change in the calculation of operating lease right-of-use assets and operating lease liabilities. This adjustment corrected an understatement of operating lease right-of-use assets of $1.3 million and an understatement of operating lease liabilities of $1.3 million as of December 31, 2021 during the period ended March 31, 2022. The Company assessed the materiality of this adjustment on the previously issued annual financial statements in accordance with SEC Staff Accounting Bulletin No. 99. The Company concluded that the changes were not material to any of the previously issued consolidated financial statements.

During the three months ended March 31, 2022, the Company identified an omission regarding the disclosure of reportable segments under ASC 280 related to the year ended December 31, 2021. During the year ended December 31, 2021 the Company inappropriately reported a single segment, aggregating multiple operating segments. The impact at March 31, 2021 was that $8.8 million of revenue, $3.5 million of gross margin, and $1.5 million of operating income should have been reported as a separate “Distribution and other segment. The Company assessed the materiality of this omission on the previously issued interim and annual financial statements in accordance with SEC Staff Accounting Bulletin No. 99. The Company concluded that the ommission was not material to any of the previously issued consolidated financial statements and will begin reporting segments results in accordance with ASC 280 on a prospective basis starting with the quarter ending March 31, 2022.

6

GrowGeneration Corp.
Notes To Unaudited Condensed Consolidated Financial Statements
March 31, 2022


2.FAIR VALUE MEASUREMENTS
 
Fair Value Measurements
 
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:
 
Level 1—Quoted prices in active markets for identical assets or liabilities.
Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.
Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.
 
To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
 
The carrying amounts of cash and cash equivalents, accounts receivable, available for sale securities, accounts payable and all other current liabilities approximate fair values due to their short-term nature. The fair value of notes receivable approximates the outstanding balance and are reviewed for impairment at least annually. The fair value of impaired notes receivable is determined based on estimated future payments discounted back to present value using the notes' effective interest rate.
 
 LevelMarch 31,
2022
December 31,
2021
Cash and cash equivalents1$47,273 $41,372 
Marketable securities2$19,035 $39,793 


7

GrowGeneration Corp.
Notes To Unaudited Condensed Consolidated Financial Statements
March 31, 2022


3.RECENT ACCOUNTING PRONOUNCEMENTS
 
New Accounting Pronouncements
 
From time to time, the Financial Accounting Standards Board (“FASB”) or other standard setting bodies issue new accounting pronouncements. Updates to the FASB Accounting Standards Codification (“ASC”) are communicated through issuance of an Accounting Standards Update (“ASU”). We have implemented all new accounting pronouncements that are in effect and that may impact our financial statements. We have evaluated recently issued accounting pronouncements and determined that there is no material impact on our financial position or results of operations. 
 
Refer to Note 3 to the Consolidated Financial Statements reported in Form 10-K for the year ended December 31, 2021 for recently issued accounting pronouncements that are pending adoption. 
 
4.REVENUE RECOGNITION
 
The following table disaggregates revenue by source:
 Three Months Ended March 31, 2022Three Months Ended March 31, 2021
Sales at company owned stores$64,296 $81,227 
Distribution and other12,203 2,835 
E-commerce sales5,268 5,960 
Total Net Sales$81,767 $90,022 
 
The opening and closing balances of the Company’s customer trade receivables and customer deposit liability are as follows:
 
 ReceivablesCustomer Deposit Liability
Opening balance, January 1, 2022$5,741 $11,686 
Closing balance, March 31, 2022
7,386 7,190 
Increase (decrease)$1,645 $(4,496)
Opening balance, January 1, 2021$3,901 $5,155 
Closing balance, March 31, 2021
4,276 9,939 
Increase (decrease)$375 $4,784 
 
Of the total amount of customer deposit liability as of January 1, 2022, $7.6 million was reported as revenue during the three months ended March 31, 2022. Of the total amount of customer deposit liability as of January 1, 2021, $2.1 million was reported as revenue during the three months ended March 31, 2021.

8

GrowGeneration Corp.
Notes To Unaudited Condensed Consolidated Financial Statements
March 31, 2022


5.INVESTMENTS
 
Marketable securities have maturities of less than one year as of March 31, 2022. There were no significant realized or unrealized gains or losses for the three months ended March 31, 2022.

The components of investments, available for sale securities, as of March 31, 2022 were as follows:
 
 Adjusted Cost BasisUnrealized Gain (Loss)Recorded
Basis
Corporate notes and bonds$19,035 $ $19,035 
 
6.NOTES RECEIVABLE
 
The Company also has notes receivables under longer term financing arrangements at interest rates ranging from 8% to 12% with repayment terms ranging for 12 to 18 months. Notes receivables as of March 31, 2022 and December 31, 2021 are as follows:
 
 March 31,
2022
December 31,
2021
Notes receivable$2,843 $2,962 
Allowance for losses(876)(522)
Notes receivable, net$1,967 2,440 
 
The following table summarizes changes in notes receivable balances that have been deemed impaired:
 
 March 31,
2022
December 31,
2021
Note receivable$1,500 $1,500 
Allowance for losses(876)(522)
Notes receivable, net$624 978 


 
7.PROPERTY AND EQUIPMENT
 
 March 31,
2022
December 31,
2021
Vehicles$2,442 $2,258 
Building2,121 1,187 
Leasehold improvements11,282 9,186 
Furniture, fixtures and equipment12,153 10,992 
Capitalized software2,575 4,753 
Construction-in-progress5,311 2,948 
Total property and equipment, gross35,884 31,324 
Accumulated depreciation and amortization(8,956)(7,208)
Property and equipment, net$26,928 $24,116 
 
Depreciation expense for the three months ended March 31, 2022 and 2021 was $1.8 million, and $0.7 million, respectively.

9

GrowGeneration Corp.
Notes To Unaudited Condensed Consolidated Financial Statements
March 31, 2022


8.GOODWILL AND INTANGIBLE ASSETS
 
The changes in goodwill are as follows:
 
 March 31, 2022December 31,
2021
Balance, beginning of period$125,401 $62,951 
Goodwill additions and measurement period adjustments7,099 62,450 
Balance, end of period$132,500 $125,401 
 
A summary of intangible assets is as follows:
Weighted-Average
Amortization Period
of Intangible Assets
as of March 31, 2022
(in years)
Trade names3.92
Patents3.83
Customer relationships5.12
Non-competes3.20
Intellectual property3.92
Total4.34

Intangible assets consist of the following:
 
 March 31, 2022December 31, 2021
 Gross
Carrying
Amount
Accumulated
Amortization
Gross
Carrying
Amount
Accumulated
Amortization
Trade names$28,774 $(6,377)$28,300 $(4,948)
Patents100 (45)100 (42)
Customer relationships27,569 (4,157)25,175 (3,055)
Non-competes1,639 (335)1,384 (233)
Intellectual property2,065 (447)2,065 (344)
Total$60,147 $(11,361)$57,024 $(8,622)

Amortization expense for the three months ended March 31, 2022 and 2021 was $2.7 million and $1.4 million, respectively. 
Future amortization expense is as follows: 
2022, remainder$8,414 
202311,217 
202411,094 
202510,700 
20265,654 
Thereafter1,707 
Total$48,786 
 
10

GrowGeneration Corp.
Notes To Unaudited Condensed Consolidated Financial Statements
March 31, 2022


9. INCOME TAXES

For the three months ended March 31, 2022, the effective tax rate is 24.02%, which increased from 20.17% at March 31, 2021. The increase in rate is primarily due to the effect of stock based compensation. The three months ended March 31, 2022 effective tax rate is higher than the US federal statutory rate of 21.00%, which is also primarily due to stock compensation.

10. LEASES
 
We determine if a contract contains a lease at inception. Our material operating leases consist of retail and warehouse locations as well as office space. Our leases generally have remaining terms of 1-10 years, most of which include options to extend the leases for additional 3 to 5-year periods. Generally, the lease term is the minimum of the non-cancelable period of the lease or the lease term inclusive of reasonably certain renewal periods.
 
Operating lease assets and liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of remaining lease payments over the lease term. Operating lease assets represent our right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. To determine the present value of lease payments not yet paid, we estimate incremental secured borrowing rates corresponding to the maturities of the leases. Our leases typically contain rent escalations over the lease term. We recognize expense for these leases on a straight-line basis over the lease term.
We have elected the practical expedient to account for lease and non-lease components as a single component for our entire population of leases.
Short-term disclosures include only those leases with a term greater than one month and 12 months or less, and expense is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less that do not include an option to purchase the underlying asset that we are reasonably certain to exercise are not recorded on the balance sheet.
Lease expense is recorded within our consolidated statements of operations based upon the nature of the assets. Where assets are used to directly serve our customers, such as facilities dedicated to customer contracts, lease costs are recorded in “store operating costs.” Facilities and assets which serve management and support functions are expensed through general and administrative expenses.

 March 31,
2022
December 31,
2021
Right of use assets, operating lease assets$45,839 $43,730 
Current lease liability$7,740 $6,858 
Non-current lease liability39,879 38,546 
 $47,619 $45,404 
 
 March 31,
2022
March 31,
2021
Weighted average remaining lease term6.85 years3.34 years
Weighted average discount rate5.5 %6.0 %
 
 Three Months Ended
March 31,
 20222021
Operating lease costs$2,662 $1,541 
Variable lease costs863  
Short-term lease costs126 141 
Total operating lease costs$3,651 $1,682 
11

GrowGeneration Corp.
Notes To Unaudited Condensed Consolidated Financial Statements
March 31, 2022


 
The following table presents the maturity of the Company’s operating lease liabilities as of March 31, 2022

2022 (remainder of the year)$7,641 
20239,711 
20248,519 
20257,478 
20265,841 
Thereafter18,525 
Total lease payments57,715 
Less: Imputed interest(10,096)
Lease Liability at March 31, 2022
$47,619 
 
11. SHARE BASED PAYMENTS
 
The Company maintains long-term incentive plans for employees, non-employee members of our Board of Directors and consultants. The plans allows us to grant equity-based compensation awards, including stock options, stock appreciation rights, performance share units, restricted stock units, restricted stock awards, or a combination of awards (collectively, share-based awards).
 
The Company accounts for share-based payments through the measurement and recognition of compensation expense for share-based payment awards made to employees and directors of the Company, including stock options and restricted shares. The Company also issues share based payments in the form of common stock warrants to non-employees.
 
The following table presents share-based payment expense for the three months ended March 31, 2022 and 2021:
 
 Three months ended March 31,
 20222021
Restricted stock$1,201 $645 
Stock options43 308 
Warrants339 374 
Total$1,583 $1,327 
  
As of March 31, 2022, the Company had approximately $12.9 million of unamortized share-based compensation for option awards and restricted stock awards, which is expected to be recognized over a weighted average period of approximately 3.7 years. As of March 31, 2022, the Company also had approximately $2.2 million of unamortized share-based compensation for common stock warrants issued to consultants, which is expected to be recognized over a weighted average period of 1.7 years.
 
Restricted Stock
 
The Company issues shares of restricted stock to eligible employees, which are subject to forfeiture until the end of an applicable vesting period. The awards generally vest on the first, second, third, or fourth anniversary of the date of grant, subject to the employee’s continuing employment as of that date.
 
12

GrowGeneration Corp.
Notes To Unaudited Condensed Consolidated Financial Statements
March 31, 2022


Restricted stock activity for the three months ended March 31, 2022 is presented in the following table:
 
 SharesWeighted Average Grant Date Fair Value
Nonvested, December 31, 2021
483,750 $20.19 
Granted595,500 $10.84 
Vested(247,000)$4.40 
Forfeited(13,750)$5.72 
Nonvested, March 31, 2022
818,500 $18.18 
 
The table below summarizes all option activity under all plans during the three months ended March 31, 2022:
 
OptionsSharesWeight -
Average
Exercise
Price
Weighted -
Average
Remaining
Contractual
Term
Weighted -
Average
Grant Date
Fair Value
Outstanding at December 31, 2021
906,425 $4.38 2.85$2.45 
Granted  —  
Exercised  —  
Forfeited or expired(187,427)5.12 — 2.89 
Outstanding at March 31, 2022
718,998 $4.02 2.59$4.02 
Options vested at March 31, 2022
679,000 $4.35 2.52$2.44 
   
A summary of the status of the Company’s outstanding stock purchase warrants for the three months ended March 31, 2022 is as follows:
 
 WarrantsWeighted Average
Exercise Price
Outstanding at December 31, 2021
330,884 $22.14 
Issued  
Exercised  
Forfeited  
Outstanding at March 31, 2022
330,884 $22.14 
 
13

GrowGeneration Corp.
Notes To Unaudited Condensed Consolidated Financial Statements
March 31, 2022


12. EARNINGS PER SHARE
   
The following table sets forth the composition of the weighted average shares (denominator) used in the basic and dilutive earnings per share computation for the three months ended March 31, 2022 and 2021:
 

 Three Months Ended
 March 31,
2022
March 31,
2021
Net income (loss)$(5,177)$6,147 
Weighted average shares outstanding, basic60,126 58,394 
Effect of dilution 1,923 
Adjusted weighted average shares outstanding, dilutive60,126 60,317 
Basic earnings per share$(0.09)$0.11 
Dilutive earnings per share$(0.09)$0.10 

The following potentially outstanding restricted stock, stock options, and warrants were excluded from the computation of diluted EPS because the effect would have been antidilutive:

 Three Months Ended
 March 31,
2022
March 31,
2021
Restricted stock1,336
Stock options393
Warrants819
Total2,548

13. ACQUISITIONS
 
Our acquisition strategy is primarily to acquire (i) well established profitable hydroponic garden centers in markets where the Company does not have a market presence or in markets where it is increasing its market presence; and (ii) proprietary brands and private label brands. The Company accounts for acquisitions in accordance with ASC 805 “Business Combinations.” Assets acquired and liabilities assumed are recorded in the accompanying Condensed Consolidated Balance Sheets at their estimated fair values, as of the acquisition date. For all acquisitions, the preliminary allocation of purchase price was based upon the preliminary valuation, and the Company's estimates and assumptions are subject to change within the measurement period as valuations are finalized, not to exceed one year from the acquisition date. The Company has made adjustments to the preliminary valuations of the acquisitions based on valuation analyses prepared by independent third-party valuation consultants. During the three months ended March 31, 2022 our measurement period adjustments included increasing goodwill by $1.3 million offset with intangible assets. As a result of these measurement period adjustments, we made an insignificant reduction in amortization expense. All acquisition costs are expensed as incurred and recorded in general and administrative expenses in the Condensed Consolidated Statements of Operations.
 
Acquisitions during the three months ended March 31, 2022
 
On February 1, 2022, the Company purchased all of the assets of Horticultural Rep Group, Inc. (“HRG”), a specialty marketing and sales organization of horticultural products based in Ogden, Utah. The total consideration for the purchase of HRG was approximately $13.4 million, including $6.8 million in cash and common stock valued at $5.7 million. The Asset Purchase Agreement also provides for an indemnity holdback to be settled in common stock of the Company valued at $0.9 million. Acquired goodwill represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. HRG is included in our Distribution and other segment. The Company's preliminary estimates of fair values of the net assets acquired are based on the information that was available at the date of the acquisition, and the Company is continuing to evaluate the underlying inputs and assumptions used in its valuations.
14

GrowGeneration Corp.
Notes To Unaudited Condensed Consolidated Financial Statements
March 31, 2022



The table below represents the allocation of the purchase price to the acquired net assets during the three months ended March 31, 2022.

 HRG
Inventory$4,170 
Prepaids and other current assets76 
Furniture and equipment148 
Operating lease right of use asset666 
Operating lease liability(666)
Customer relationships2,430 
Trademark496 
Non-compete255 
Goodwill5,816 
Total$13,391 

The table below represents the consideration paid for the net assets acquired in business combinations.

 HRG
Cash$6,806 
Indemnity stock holdback875 
Common stock5,710 
Total$13,391 

The following table discloses the date of the acquisition noted above and the revenue and earnings included in the Condensed Consolidated Statement of Operations for the period ended March 31, 2022.
 HRG
Acquisition dateFebruary 1, 2022
Revenue3,436 
Net Income 


The following represents the pro forma Condensed Consolidated Statement of Operations as if the acquisition had been included in the consolidated results of the Company for the entire period for the three months ended March 31, 2022 and 2021.

Three Months EndedThree Months Ended
 March 31, 2022 (Unaudited)March 31, 2021 (Unaudited)
Revenue$83,603 $93,458 
Net income$(5,176)$6,147 

Acquisitions during the three months ended March 31, 2021

On January 25, 2021, the Company purchased all of the assets of Indoor Garden & Lighting, Inc, a two-store chain of hydroponic and equipment and indoor gardening supply stores serving the Seattle and Tacoma, Washington area. The total consideration for the purchase of Garden & Lighting was approximately $1.7 million, including $1.2 million in cash and common stock valued at approximately $0.5 million. Acquired goodwill of approximately $0.7 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. Indoor Garden & Lighting, Inc. is included in our Retail segment.
15

GrowGeneration Corp.
Notes To Unaudited Condensed Consolidated Financial Statements
March 31, 2022


 
On February 1, 2021, the Company purchased all of the assets of J.A.R.B., Inc d/b/a Grow Depot Maine, a two-store chain in Auburn and Augusta, Maine. The total consideration for the purchase of Grow Depot Maine was approximately $2.1 million, including $1.7 million in cash and common stock valued at approximately $0.4 million. Acquired goodwill of approximately $0.9 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. Grow Depot Maine is included in our Retail segment.

On February 15, 2021, the Company purchased all of the assets of Grow Warehouse LLC, a four-store chain of hydroponic and organic garden stores in Colorado (3) and Oklahoma (1). The total consideration for the purchase of Grow Warehouse LLC was approximately $17.8 million, including $8.1 million in cash and common stock valued at approximately $9.7 million. Acquired goodwill of approximately $11.1 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. Grow Warehouse LLC is included in our Retail segment.
 
On February 22, 2021, the Company purchased all of the assets of San Diego Hydroponics & Organics, a four-store chain of hydroponic and organic garden stores in San Diego, California. The total consideration for the purchase of San Diego Hydroponics was approximately $9.3 million, including $4.8 million in cash and common stock valued at approximately $4.5 million. Acquired goodwill of approximately $5.7 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. San Diego Hydroponics & Organics is included in our Retail segment.
 
On March 12, 2021, the Company purchased all of the assets of Charcoir Corporation, which sells an RHP-certified growing medium made from the highest-grade coconut fiber. The total consideration for the purchase of Charcoir was approximately $16.4 million, including $9.9 million in cash and common stock valued at approximately $6.5 million. Acquired goodwill of approximately $6.1 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established distribution market for the Company of a proprietary brand. Charcoir is included in our Distribution and other segment.
 
On March 15, 2021, the Company purchased all of the assets of 55 Hydroponics, a hydroponic and organic superstore located in Santa Ana, California. The total consideration for the purchase of 55 Hydroponics was approximately $6.5 million, including $5.4 million in cash and common stock valued at approximately $1.1 million. Acquired goodwill of approximately $3.9 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. 55 Hydroponics is included in our Retail segment.
 
On March 15, 2021, the Company purchased all of the assets of Aquarius, a hydroponic and organic garden store in Springfield, Massachusetts. The total consideration for the purchase of Aquarius was approximately $3.6 million, including $2.4 million in cash and common stock valued at approximately $1.2 million. Acquired goodwill of approximately $1.7 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. Aquarius is included in our Retail segment.
 
On March 19, 2021, the Company purchased all of the assets of Agron, LLC, an online seller of growing equipment. The total consideration for the purchase of Agron was approximately $11.3 million, including $6 million in cash and common stock valued at approximately $5.3 million. Acquired goodwill of approximately $8.7 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established e-commerce market for the Company targeting the commercial customer. Agron is included in our E-commerce segment.

16

GrowGeneration Corp.
Notes To Unaudited Condensed Consolidated Financial Statements
March 31, 2022


The table below represents the allocation of the purchase price to the acquired net assets during the three months ended March 31, 2021.

 AgronAquarius55 HydroCharcoirSan Diego HydroGrow WarehouseGrow Depot MaineIndoor GardenTotal
Inventory$ $957 $780 $839 $1,400 $2,450 $326 $372 $7,124 
Prepaids and other current assets46 12 29 534 36 30 3  690 
Furniture and equipment29 63 50  315 250 25 94 826 
Liabilities     (169)  (169)
Operating lease right of use asset98 108 861  1,079 641 92 137 3,016 
Operating lease liability(98)(108)(861) (1,079)(641)(92)(137)(3,016)
Customer relationships832 339 809 5,712 605 1,256 549 210 10,312 
Trade name1,530 485 870 1,099 1,192 2,748 344 353 8,621 
Non-compete139  26  6 94 36 2 303 
Intellectual property   2,065     2,065 
Goodwill8,673 1,702 3,915 6,119 5,728 11,120 866 661 38,784 
Total$11,249 $3,558 $6,479 $16,368 $9,282 $17,779 $2,149 $1,692 $68,556 
 
The table below represents the consideration paid for the net assets acquired in business combinations.

 AgronAquarius55 HydroCharcoirSan Diego HydroGrow WarehouseGrow
Depot Maine
Indoor GardenTotal
Cash$5,973 $2,331 $5,347 $9,902 $4,751 $8,100 $1,738 $1,165 $39,307 
Common stock5,276 1,227 1,132 6,466 4,531 9,679 411 527 $29,249 
Total$11,249 $3,558 $6,479 $16,368 $9,282 $17,779 $2,149 $1,692 $68,556 
  
The following table discloses the date of the acquisitions noted above and the revenue and earnings included in the consolidated income statement for the period ended March 31, 2021.
 
 AgronAquarius55 HydroCharcoir