UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

Commission File No. 001-33531

AEROGROW INTERNATIONAL, INC.

(Exact Namename of Registrantregistrant as specified in its charter)

(303) 444-7755

(Registrant’sRegistrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

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 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 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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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 ☒

Number of shares of issuer’sissuer's common stock outstanding as as of NovemberAugust 54, 2019:2020:  34,328,036

AeroGrow International, Inc.

TTAABLEBLE OF CONTENTS

FORM 10-Q REPORT

SeptemberJune 30, 20192020

PART I - FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

AEROGROW INTERNATIONAL, INC.

CONDENSED BALANCE SHEETS

See accompanying notes to the condensed financial statements.

AEROGROW INTERNATIONAL, INC.

AEROGROW INTERNATIONAL, INC.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

See accompanying notes to the condensed financial statements.

AEROGROW INTERNATIONAL, INC.

AEROGROW INTERNATIONAL, INC.

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

See accompanying notes to the condensed financial statements.

AEROGROW INTERNATIONAL, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

See supplemental disclosures below and the accompanying notes to the condensed financial statements.

Continued from previous page

AEROGROW INTERNATIONAL, INC.

AEROGROW INTERNATIONAL, INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

1.    Description of the Business

AeroGrow International, Inc. (collectively, the “Company,” “AeroGrow,” “we,” “our,”“our” or “us”) was incorporated in the State of Nevada on March 25, 2002. The Company’s principal business is developing, marketing, and distributing advanced indoor aeroponic garden systems designed and priced to appeal to the consumer gardening, cooking and small indoor appliance markets worldwide.  The Company manufactures, distributes and markets ten different models of its AeroGarden systems in multiple colors, as well as over 40 varieties of seed pod kits and a full line of accessory products through multiple channels, including retail distribution brick and(via online retail outlets an brick-and-mortar) storefronts, catalogue and direct-to-consumer sales primarily in the United States and Canada, as well as selected countries in Europe.

2.    Basis of Presentation, Liquidity and Summary of Significant Accounting Policies

Basis of Presentation

The unaudited interim financial statements of the Company included herein have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim reporting including the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. These condensed statements do not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for annual audited financial statements and should be read in conjunction with the Company’s audited financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2019,2020 (“Fiscal 2019”2020”), as filed with the SEC on June 25, 2019.23, 2020.

In the opinion of management, the accompanying unaudited interim financial statements reflect all adjustments, including recurring adjustments, necessary to present fairly the financial position of the Company at SeptemberJune 30, 2019,2020, the results of operations for the three and six months ended SeptemberJune 30, 20192020 and 2018,2019, and the cash flows for the sixthree months ended SeptemberJune 30, 20192020 and 2018. The2019. Although our results of operations for the three and six months ended SeptemberJune 30, 20192020 represent a substantial improvement over the prior year period, they are not necessarily indicative of the expected results of operations for the fullfiscal year 2021 (“Fiscal 2021”) or any future period. In this regard, the Company’sCompany��s business is highly seasonal, with approximately 66.2%60.6% of revenues in the fiscal year ended March 31, 2019 (“Fiscal 2019”)2020 occurring in the fourfive consecutive calendar months from September through January.  Furthermore, duringDuring the six-monththree-month period ended SeptemberJune 30, 2019,2020, the Company has further expanded its distribution channels and invested in necessary inventory and overhead in anticipation of the Fiscal 20202021 peak sales season.  The balance sheet as of March 31, 20192020 is derived from the Company’s audited financial statements.

Liquidity

Sources of funding to meet prospective cash requirements during Fiscal 20202021 include the Company’s existing cash balances, cash flow from operations, and borrowings under the Company’s debt arrangements as discussed in Note 3.  We may need to seek additional debt or equity capital, however, to address the seasonal nature of our working capital needs, enable us to increase the scale of our business and provide a cash reserve against contingencies.  There can be no assurance we will be able to raise this additional capital.  See Note 10 for subsequent events.

Significant Accounting Policies

Use of Estimates

The preparation of 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 at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.  It is reasonably possible that a change in the Company’s estimates could occur in the near term as additional or new information becomes available.

Net Income (Loss) per Share of Common Stock

The Company computes net income (loss) per share of common stock in accordance with Accounting Standards Codification (“ASC”) 260.  ASC 260 requires companies with complex capital structures to present basic and diluted earnings per share (“EPS”).  Basic EPS is measured as the income or loss available to common stockholders divided by the weighted average shares of common stock outstanding for the period. Diluted EPS is similar to basic EPS, but presents the dilutive effect on a per share basis of potential common stock equivalents (e.g., convertible securities, options, and warrants) as if such securities had been converted into common stock at the beginning of the periods presented. Securities that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS and include the following: (i) employee stock options to purchase 11,00094,000 shares of common stock for the period ended September 30, 2019; and (ii) employee stock options to purchase 93,000 shares of common stock for the three months ended SeptemberJune 30, 2018.2019.

Concentrations of Risk

ASC 825-10-50-20 requires disclosure of significant concentrations of credit risk regardless of the degree of such risk.  

Cash:Reclassifications

Certain prior year amounts have been reclassified to conform to current year presentation.  

Cash

The Company maintains cash depository accounts with financial institutions.  The amount on deposit with several financial institutions exceeded the $250,000 federally insured limit as of SeptemberJune 30, 2019.2020.  The Company has not historically incurred any losses related to these deposits.  The financial institutions are highly rated, financially sound and the risk of loss is minimal.

Customers and Accounts Receivable:Receivable

For the three months ended SeptemberJune 30, 2020 and 2019, the Company had two customers,one customer, Amazon.com, represented 28.2% and Macy’s which represented 25.0% and 14.8% of net revenue, respectively.  For the three months ended September 30, 2018, the Company had two customers, Amazon.com, and Bed, Bath & Beyond, which represented 42.0% and 20.4% of net revenue, respectively. For the six months ended September 30, 2019, the Company had two customers, Amazon.com, and Macy’s, which represented 35.1% and 10.4% of the Company’s net revenue. For the six months ended September 30, 2018, the Company had two customers, Amazon.com, and Bed, Bath & Beyond, which represented 42.4% and 13.9%33.8%, respectively, of the Company’s net revenue.

As of SeptemberJune 30, 2019, the Company had three2020, two customers, Macy’s, Amazon.com and Kohl’s thatAmazon.ca, represented 15.8%, 12.2%63.4% and 10.7%12.0%, respectively, of the Company’s outstanding accounts receivable.  As of March 31, 2019, the Company had two2020, three customers, Amazon.com, Amazon.ca and Target, whichBed, Bath and Beyond, represented 44.3%39.9%, 20.7% and 12.0%10.4%, respectively, of outstanding accounts receivable.  The Company believes that all receivables from these customers are collectible.

Suppliers:Suppliers

For the three months ended SeptemberJune 30, 2019,2020, the Company purchased $5.0 million of inventories and other inventory-related items from one supplier as we increase inventory levels for the holiday season.totaling $5.8 million. For the three months ended September 30, 2018, we purchased $9.3 million of inventories and other inventory-related items from two suppliers. For the six months ended SeptemberJune 30, 2019, the Company purchased $6.4 million of inventories and other inventory-related items from one supplier. For the six months ended September 30, 2018, we purchased $12.1 million of inventories and other inventory-related items from one supplier.supplier totaling $1.3 million.  The purchase of inventories and other inventory-related items is tied to the anticipated timing and amount of sales for our highly seasonal business and payment terms with our suppliers.

The Company’s primary contract manufacturers are located in China.  As a result, the Company may be subject to political, currency, regulatory, transportation/shipping, third-party labor, spread and virulence of diseases such as the global COVID-19 pandemic and weather/natural disaster risks.  Although the Company believes alternate sources of manufacturing could be obtained, these risks and any potential loss of supply could have an adverse impact on operations, especially in the short term.

Fair Value of Financial Instruments

The Company follows the guidance in ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), as it relates to the fair value of its financial assets and liabilities. ASC 820 provides for a standard definition of fair value to be used in new and existing pronouncements. This guidance requires disclosure of fair value information about certain financial instruments (insurance contracts, real estate, goodwill and taxes are excluded) for which it is practicable to estimate such values, whether or not these instruments are included in the balance sheet at fair value. The fair values presented for certain financial instruments are estimates, which, in many cases, may differ significantly from the amounts that could be realized upon immediate liquidation.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., exit price) in an orderly transaction between market participants.  ASC 820 also provides a hierarchy for determining fair value, which emphasizes the use of observable market data whenever available. The three broad levels defined by the hierarchy are as follows, with the highest priority given to Level 1 as these are the most reliable, and the lowest priority given to Level 3.3:

Level 1 – Quoted prices in active markets for identical assets.

Level 2 – Quoted prices for similar assets in active markets, quoted prices for identical or similar assets in markets that are not active, or other inputs that are observable or can be corroborated by observable market data, including model-derived valuations.

●

Level 1 – Quoted prices in active markets for identical assets.

●

Level 2 – Quoted prices for similar assets in active markets, quoted prices for identical or similar assets in markets that are not active, or other inputs that are observable or can be corroborated by observable market data, including model-derived valuations.

●

Level 3 – Unobservable inputs that are supported by little or no market activity.

The carrying value of financial instruments including cash, receivables and accounts payable and accrued expenses, and notes payable related party, approximates their fair value at SeptemberJune 30, 20192020 and March 31, 20192020 due to the relatively short-term nature of these instruments. 

The Company’s intellectual property liability carrying value was determined by utilizing Level 3 inputs.  As discussed below in Notes 3 and 4, this liability was incurred in conjunction with the Company’s strategic alliance with Scotts Miracle-Gro.  As of SeptemberJune 30, 20192020 and March 31, 2019,2020, the fair value of the Company’s note payable andCompany's sale of the intellectual property liability werewas estimated using the discounted cash flow method, which is based on expected future cash flows, discounted to present value using a discount rate of 15%.  As of SeptemberJune 30, 2019,2020, the Company did not have any financial assets or liabilities that were measured at fair value on a recurring basis, subsequent to initial recognition.   

Accounts Receivable and Allowance for Doubtful Accounts

The Company sells its products to retailers and directly to consumers. Direct-to-consumer transactions are primarily paid by credit card. Retailer sales terms vary by customer, but generally range from net 30 days to net 60 day while direct-to-consumer transactions are primarily paid by credit card.days.  Accounts receivable are reported at net realizable value and net of the allowance for doubtful accounts. The Company uses the allowance method to account for uncollectible accounts receivable. The Company’sCompany's allowance estimate is based on a review of the current status of trade accounts receivable, which resulted in an allowance of $122,000$540,000 and $89,000$376,000 at SeptemberJune 30, 20192020 and March 31, 2019,2020, respectively.

Other Receivables

In conjunction with the Company’s processing of credit card transactions for its direct-to-consumer sales activities and as security with respect to the Company’s performance for credit card refunds and charge backs, the Company is required to maintain a cash reserve with Fidelity Information Services, the Company’s credit card processor. This reserve is equal to 5% of the credit card sales processed during the previous six months. As of SeptemberJune 30, 20192020 and March 31, 2019,2020, the balance in this reserve account was $108,000$334,000 and $207,000,$257,000, respectively. The other receivables also includes $585,000 for the estimate leasehold improvement reimbursement from the landlord of the new lease discussed within the lease section.

Advertising and Production Costs

The Company expenses all production costs related to advertising, including print, television, and radio advertisements when the advertisement has been broadcast or otherwise distributed.  In contrast, the Company records media and marketing costs related to its direct-to-consumer advertisements and catalogues, inclusive of postage and printing costs incurred in conjunction with mailings of direct-response catalogues, and related direct-response advertising costs, in accordance with ASC 340-20-25 Reporting on340-20 Capitalized Advertising Costs. As prescribed by ASC 340-20-25, direct-to-consumer advertising costs incurred are reported as assets and should beare amortized over the estimated period of the benefits, based on the proportion of current period revenue from the advertisement to probable future revenue.  

As the Company has continued to developexpand its retail distribution channel, the Company has expanded its advertising to include online gateway and portal advertising, as well as placement in third party catalogues.

Advertising expense for the three and six months ended SeptemberJune 30, 20192020 and 2018June 30, 2019, were as follows:

As of June 30, 2020 and March 31, 2020, the Company had deferred $5,000 and $84,000, respectively, related to media and advertising costs, including the catalogue costs described above.  The costs are included within the “prepaid expenses and other” line of the balance sheets.

Inventory

Inventories are valued at the lower of cost, determined on the basis of standard costing, which approximates the first-in, first-out method, or net realizable value.  When the Company is the manufacturer, raw materials, labor and manufacturing overhead are included in inventory costs. The Company records the raw materials at delivered cost. Standard labor and manufacturing overhead costs are applied to the finished goods based on normal production capacity.  A majority of the Company’s products are manufactured overseas and are recorded at standard cost, which includes product costs for purchased and manufactured products, and freight and transportation costs for inbound freight from manufacturers. Inventory values at SeptemberJune 30, 20192020 and March 31, 20192020 were as follows:

The Company determines an inventory obsolescence reserve based on management’s historical experience and establishes reserves against inventory according to the age of the product. As of SeptemberJune 30, 20192020 and March 31, 2019,2020, the Company had reserved $111,000$211,000 and $126,000$151,000, respectively, for inventory obsolescence, respectively.obsolescence.  The inventory values are shown net of these reserves.

Leases

At lease inception, the Company determines whether an arrangement is or contains a lease. Operating leases are included in operating lease right-of-use (“ROU”) assets, current operating lease liabilities, and noncurrent operating lease liabilities in the financial statements. ROU assets represent the Company’s right to use leased assets over the term of the lease. Lease liabilities represent the Company’s contractual obligation to make lease payments over the lease term. For operating leases, ROU assets and lease liabilities are recognized at the commencement date. The lease liability is measured as the present value of the lease payments over the lease term. The Company usesterm, using: (i) the rate implicit in the lease if it is determinable. Whendeterminable, or (ii) alternatively, if the rate implicit in the lease is not determinable from the Company uses itslease, the Company’s incremental borrowing rate at the commencement date of the lease to determine the present value of the lease payments.lease. Operating ROU assets are calculated as the present value of the remaining lease payments, plus unamortized initial direct costs and any prepayments, less any unamortized lease incentives received. Lease terms may include renewal or extension options to the extent they are reasonably certain to be exercised. The assessment of whether renewal or extension options are reasonably certain to be exercised is made at lease commencement. Factors considered in determining whether an option is reasonably certain of exercise include, but are not limited to, the value of any leasehold improvements, the value of renewal rates compared to market rates, and the presence of factors that would cause a significant economic penalty to the Company if the option were not exercised. Lease expense is recognized on a straight-line basis over the lease term. The Company has elected not to recognize an ROU asset and obligation for leases with an initial term of twelve months or less. The expense associated with short termshort-term leases is included in lease expense in the statement of operations.

For finance leases, after lease commencement the lease liability is measured on an amortized cost basis and increased to reflect interest on the liability and decreased to reflect the lease payment made during the period. Interest on the lease liability is determined each period during the lease term as the amount that results in a constant period discount rate on the remaining balance of the liability. The ROU asset is subsequently measured at cost, less any accumulated amortization and any accumulated impairment losses. Amortization on the ROU asset is recognized over the period from the commencement date to the earlier ofof: (1) the end of the useful life of the ROU asset,asset; or (2) the end of the lease term. TheTo determine the present value of finance leases, the Company uses a 10% discount rate, used by the Company for the finance leases is 10.0% which is the rate specified in the lease agreement or incremental borrowing rate, as appropriate, as the present value rate.appropriate. To the extent a lease arrangement includes both lease and non-lease components, the components are accounted for separately.

The Company has various operating leases, primarily for office space and other distribution centers, some of which include escalating lease payments and options to extend or terminate the lease. The Company determines if a contract is a lease at the inception of the arrangement. The exercise of lease renewal option is at the Company’s sole discretion and options are recognized when it is reasonably certain the Company will exercise the option. The Company’s leases have remaining terms of less than one year to seven years. The Company does not have lease agreements with residual value guarantees, sale leaseback terms or material restrictive covenants.

Operating lease ROU assets and liabilities are recognized at commencement date of lease agreements greater than one year based on the present value of lease payments over the lease term. Lease expense is recognized on a straight-line basis over the lease term and variable lease costs are expensed as incurred.

Revenue Recognition

The Company currently has two operating and reportable segments: (i) the Direct-to-Consumer segment, which is composed of sales directly from our website, mail order or customer calls to our customer service department; and (ii) the Retail segment, which is comprised of all sales related to retailers, including where possession of our product is taken and sold by the retailer in store or online, and drop ship orders that process from the retailer and drop directly to our warehouse for us to ship on behalf of the retailer.

The majority of the Company’s revenue is recognized when it satisfies a single performance obligation by transferring control of its products and the risk of loss to a customer. Control is generally transferred when the Company’s products are either shipped or delivered based on the terms contained within the underlying contracts or agreements.  The Company’s general payment terms are short-term in duration. The Company does not have significant financing components or payment terms. The Company did not have any material unsatisfied performance obligations as of SeptemberJune 30, 20192020 or March 31, 2019.2020.

The Company excludes from revenues all taxes assessed by a governmental authority that are imposed on the sale of its products and collected from customers.

There were no changes to the Company’s accounting for variable consideration under ASC 606. However, the classification from a liability to a contra asset to show net realizable accounts receivable results in a change in presentation on the balance sheet. Promotional and other allowances (variable consideration) recorded as a reduction to net sales, primarily include consideration given to retail customers including, but not limited to the following:

The Company’sCompany executes promotional allowance programs with its retailers are executed through separate agreements in the ordinary course of business. These agreements generally provide for one or more of the arrangements described above and are of varying durations, ranging from one day to one year. The Company’s promotional and other allowances are calculated based on various programs with retail customers, and accruals are established during the year for its anticipated liabilities. These accruals are based on agreed upon terms, as well as the Company’s historical experience with similar programs, and require management’s judgment with respect to estimating consumer participation and retail customer performance levels. Differences between such estimated expense and actual expenses for promotional and other allowance costs have historically been insignificant and are recognized in earnings in the period such differences are determined.

��

The Company records estimated reductions to revenue for customer and distributor programs and incentive offerings, including promotions, rebates, and other volume-based incentives, based on historical rates.  Certain incentive programs require the Company to estimate the number of customers who will actually redeem the incentive based on our historical industry experience. As of SeptemberJune 30, 20192020 and March 31, 2019,2020, the Company reduced accounts receivable $459,000$934,000 and $1.2 million,$744,000, respectively, as an estimate for the foregoing deductions and allowances within the “accounts receivable, net” and “accrued expenses” linelines of the balance sheets, respectively.

Warranty and Return Reserves

The Company records warranty liabilities at the time of sale for the estimated costs that may be incurred under its basic warranty program. The specific warranty terms and conditions vary depending upon the product sold, but generally include technical support, repair parts, and labor for periods up to one year. Factors that affect the Company’s warranty liability include the number of installed units currently under warranty, historical and anticipated rates of warranty claims on those units, and cost per claim to satisfy the Company’s warranty obligation.  Based upon the foregoing, the Company has recorded a provision for potential future warranty costs of $196,000$241,000 and $166,000$226,000 as of SeptemberJune 30, 20192020 and March 31, 2019,2020, respectively. These expenses are recorded in the accrued expenses line of the condensed balance sheets.

The Company reserves for known and potential returns from customers and associated refunds or credits related to such returns based upon historical experience. In certain cases, retail customers are provided a fixed allowance, usually in a range of 1% to 2%, to cover returned goods and this allowance is deducted from payments made to us by such customers. As of SeptemberJune 30, 20192020 and March 31, 2019,2020, the Company has recorded a reserve for customer returns of $164,000$425,000 and $313,000,$430,000, respectively. Additionally, the Company calculates specific returns for any customers that are deemed to have a right of return and the customer specific calculation is reviewed for reasonableness at the end of each period. These expenses are recorded as an offset to the accounts receivable line of the condensed balance sheets.

Segments of an Enterprise and Related Information

U.S. GAAP utilizes a management approach based on allocating resources and assessing performance as the source of the Company’sCompany's reportable segments.  U.S. GAAP also requires disclosures about products and services, geographic areas and major customers.  At present, the Company operates in two segments, Direct-to-Consumer and Retail Sales.

Recently Issued Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments,” which requires entities to estimate all expected credit losses for certain types of financial instruments, including trade receivables, held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The updated guidance also expands the disclosure requirements to enable users of financial statements to understand the entity’s assumptions, models and methods for estimating expected credit losses over the entire contractual term of the instrument from the date of initial recognition of that instrument. This guidance is effective for fiscal years beginning after December 15, 2019,2022, including interim periods within that reporting period, and early adoption is permitted. The Company is in the process of evaluating the potential impact of this new guidance on the Company’s consolidated financial statements and related disclosures.

Accounting Standards Recently Adopted

In February 2016, the FASB issued ASU 2016-02, Leases (“ASC 842”), which, among other things, requires an entity to recognize a ROU asset and a lease liability on the balance sheet for substantially all leases, including operating leases. The Company adopted ASC 842 effective April 1, 2019 utilizing the modified retrospective approach such that prior year Financial Statementsfinancial statements were not recast under the new standard. Adoption of this standard resulted in changes to the Company’s Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Operations, Cash Flowscondensed balance sheets and accounting policies for leases.leases but did not have an impact on the condensed statements of operations or cash flows. See Note 8 for additional information regarding the new standard and its impact on the Company’s Financial Statements.financial statements.

The Company adopted the new guidance as of the effective date of April 1, 2019 with no adjustments to the comparative period presented in the financial statements. In addition, the Company elected the package of practical expedients permitted under the transition guidance to not reassess:reassess (1) whether any expired or existing contracts are, or contain, leases; (2) the lease classification for expired or existing leases; and (3) initial direct costs for existing leases.

The adoption of the guidance effective as of April 1, 2019 resulted in the recognition ofof: (i) ROU assets of $758,000$805,000 which amortization of the ROU began inthe quarter ended June 201930, 2019; and (ii) additional lease liabilities for operating leases of $1.3 million as of April 1, 2019.$805,000. The guidance haddid not have an impact on the Company's consolidated condensed statements of operations.operations from the adoption date forward based on amortization of the asset and liability. See Note 8 for disclosures related to the Company's leases.

3.    Notes Payable Long Term Debt and Current Portion – Long Term Debt

The following represents the changes to our Notes Payable and Long Term Debt for the periods presented. For a more detailed discussion on our previously outstanding Notes Payable Long Term Debt and Current Portion – Long Term Debt, refer to the Company’s Annual Report on Form 10-K for the year ended March 31, 2019,2020, as filed with the SEC on June 25, 2019.  The following summarizes the changes to our Notes Payable, Long Term Debt and Current Portion – Long Term Debt for the periods presented.23, 2020.

As of SeptemberJune 30, 20192020 and March 31, 2019,2020, the outstanding balance of the Company’s notes payable and debt, including accrued interest, is as follows:

Scotts Miracle-Gro Term Loan Agreements

On June 20, 2019, the Company renewed a Working Capital Term Loan Agreement in the principal amount of up to $10.0 million with Scotts Miracle-Gro.  The proceeds will be made available as needed in increments of $500,000, the Company may pay down and reborrow during the Term Loan, not to exceed $10.0 million with a due date of March 31, 2020.  The Term Loan Agreement was secured by a lien on the assets of the Company.  Interest is charged at the stated rate of 10% per annum and is payable, in cash, quarterly in arrears at the end of each September, December and March. The funds provided under the Term Loan are used for general working capital and to acquire inventory to support anticipated growth as the Company expands its retail and its direct-to-consumer sales channels.  The Term Loan permits prepayments without penalty or premium, and as of September 30, 2019, the Company had borrowed $3.5 million under the Term Loan.  The Term Loan Agreement was filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on June 26, 2019. Refer to Note 10 “Subsequent Events” for additional information regarding the term loan.

On June 20, 2019, the Company entered into a Real Estate Term Loan Agreement in the principal amount of up to $1.5 million with Scotts Miracle-Gro.  The funding providesprovided capital to fund real estate related lease obligations. The proceeds will bewere made available as needed in increments of $100,000 not to exceed $1.5 million, with a due date of March 31, 2022. Interest will beis charged at the stated rate of 10% and will beis paid quarterly in arrears on each of April 30, July 31, October 31 and January 31. As of SeptemberJune 30, 2019,2020, the Company had borrowed $900,000 under the Real Estate Term Loan. See Note 10 for subsequent events.

Liability Associated with Scotts Miracle-GroMiracle-Gro Transaction

TheOn April 22, 2013, the Company and Scotts Miracle-Gro, the owner of approximately 80.5% of the Company’s outstanding common stock, have entered into an Intellectual Property Sale Agreement, a Technology License Agreement, a Brand License Agreement, and a Supply Chain Services Agreement, each of which has been filed with the SEC.  The Intellectual Property Sale Agreement and the Technology License constitute an agreement of sales of future revenues.  SinceBecause the Company received cash from Scotts Miracle-Gro and agreed to pay for a defined period a specified percentage of its revenue, and because the Company has significant involvement in the generation of its revenue, the excess paid over net book value is classified as debt and is being amortized under the effective interest method.  As of SeptemberJune 30, 20192020 and March 31, 2019,2020, a liability of $35,000$19,000 and $48,000,$24,000, respectively, was recorded on the balance sheets for the Intellectual Property Sale Agreement.  As of SeptemberJune 30, 20192020 and March 31, 2019,2020, the Company has accrued $1.8 million and $1.5 million, respectively, as a liability for the Technology Licensing Agreement, and has expensed $332,000 and $87,000 for the quarters ended June 30, 2020 and June 30, 2019, respectively. The accrual is calculated as 2% of the annual net sales and recorded as a liability and amounts to $866,000 and $680,000, respectively.liability.  The accrued liability for the Brand License Agreement, which is calculated at an amount equal to 5% of all seed pod kit and seed pod kit related sales, and is recorded as a liability and amounts to $563,000$1.2 million and $422,000$922,000 as of SeptemberJune 30, 20192020 and March 31, 2020, respectively, and the Company has expensed $291,000 and $67,000 for the quarters ended June 30, 2020 and June 30, 2019, respectively.

4.Scotts Miracle-Gro Transactions – Convertible Preferred Stock, Warrants and Other Transactions

Series B Convertible Preferred Stock and Related Transactions

On April 22, 2013, the Company entered into a Securities Purchase Agreement with SMG Growing Media, Inc., a wholly owned subsidiary of Scotts Miracle-Gro (NYSE: “SMG”), a worldwide marketer of branded consumer lawn and garden products.  Pursuant to the Securities Purchase Agreement, Scotts Miracle-Gro acquired 2,649,007 shares of the Company’s Series B Convertible Preferred Stock, par value $0.001 per share (the “Series“Series B Preferred Stock”) and a warrant to purchase up to 80% of the Company’s common stock (the “Warrant,”“Warrant”) for an aggregate purchase price of $4.0 million.  The Securities Purchase Agreement, Certificates of Designations for the Series B Preferred Stock, Form of Warrant, Indemnification Agreement, Investor’s Rights Agreement and Voting Agreement were filed as exhibits to a Current Report on Form 8-K that was filed with the SEC on April 23, 2013.  On November 29, 2016, Scotts Miracle-Gro fully exercised the Warrant and, by its terms, the Series B Preferred Stock automatically converted into shares ofthe Company’s common stock. Scotts Miracle-Gro currently owns approximately 80.5% of the Company’s outstanding common stock.

Upon demand by Scotts Miracle-Gro, the Company must use its best efforts to file a Registration Statement on Form S-3, or, if the Company is not eligible for Form S-3, on Form S-1 (collectively, the “Registration Statement”), within 120 calendar days after receipt of Scotts Miracle-Gro’s demand for registration. The Company must use its best efforts to cause the Registration Statement to become effective as soon as possible thereafter.

In conjunction with the private offering described above, the Company and Scotts Miracle-Gro also agreed to enter an Intellectual Property Sale Agreement, a Technology License Agreement, a Brand License Agreement, and a Supply Chain Services Agreement.  The Intellectual Property Sale Agreement and the Technology License constitute an agreement of sales of future revenues.  For more details regarding these agreements, please refer to Note 3 “Scotts Miracle-Gro Transactions” to the financial statements included in the Company’s Annual Report on Form 10-K, as filed with the SEC on June 25, 2019.23, 2020.  See also Note 3 above10 for the Term Loan with Scotts Miracle-Gro.subsequent events.

5.Equity Compensation Plans and Employee Benefit Plans

For the three and six months ended SeptemberJune 30, 20192020 and SeptemberJune 30, 2018,2019, the Company did not grant any options to purchase shares ofthe Company’s common stock under the Company’s 2005 Equity Compensation Plan (the “2005 Plan”) and no new options will be granted under this plan until a new plan is adopted. 

During the three months ended SeptemberJune 30, 2019, 93,000 shares of common stock were cancelled or expired2020 and SeptemberJune 30 2018,2019, no options to purchase shares of common stock were cancelled or expired, and no shares of common stock were issued upon exercise of outstanding stock options under the 2005 Plan. During the six months ended September 30, 2019, 93,000 options to purchase shares of common stock were cancelled or expired and during the six months ended September 30, 2018, 50,000 options to purchase shares of common stock were cancelled or expired and no shares of common stock were issued upon exercise of outstanding stock options under the 2005 Plan.  

As of SeptemberJune 30, 2019,2020, the Company had no unvested outstanding options to purchase shares of the Company’s common stock and that will result intherefore, no additional compensation expense.  expense will be attributable to such stock options.

Information regarding all stock options outstanding under the Company’s 2005 Plan as of SeptemberJune 30, 20192020 is as follows:

The aggregate intrinsic value in the preceding table represents the difference between the Company’s closing stock price and the exercise price of each in-the-money option on the last trading day of the period presented, which was SeptemberJune 30, 2019.2020.

6.    Income Taxes

The Company follows the guidance in ASC 740, Accounting for Uncertainty in Income Taxes (“ASC 740”) which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements.  This interpretation defines the minimum recognition threshold a tax position is required to meet before being recognized in the financial statements.

Deferred income taxes are recognized for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at the end of each period, based on enacted laws and statutory rates applicable to the periods in which the differences are expected to affect taxable income.  Any liability for actual taxes to taxing authorities is recorded as income tax liability.  

A valuation allowance is established against such assets where management is unable to conclude more likely than not that such asset will be realized. As of SeptemberJune 30, 20192020 and March 31, 2019,2020, the Company recognized a valuation allowance equal to 100% of the net deferred tax asset balance and the Company has no unrecognized tax benefits related to uncertain tax positions.

7.    Related Party Transactions

See Note 6 “Related Party Transactions” of Form 10-K for the year ended March 31, 2019,2020, as filed with the SEC on June 25, 201923, 2020 for a detailed discussion of related party transactions.

On June 20, 2019, AeroGrow entered into a Working Capital Term Loan Agreement in the principal amount of up  Additionally, see Note 10 “Subsequent Events” to $10.0 millionour financial statements for discussion related to transactions involving our officers, directors and a Real Estate Term Loan Agreement in the principal amount of up to $1.5 million with Scotts Miracle-Gro.  Interest is charged at the stated rate of 10% per annum and will be paid quarterly in arrears, in cash at the end of each September, December and March.  See Note 3 “Notes Payable, Long Term Debt and Current Portion – Long Term Debt” above.5% or greater shareholders. 

8.    Leases

The Company adopted ASU 2016-02, "Leases" (“ASC 842”) on April 1, 2019, the Company adopted using the modified retrospective approach applied to all leases with a remaining lease term greater than one year. Results for reporting periods beginning after April 1, 2019, are presented in accordance with the new guidance under ASC 842, while prior period amounts are not restated. The adoption of the new lease guidance resulted in the Company recognizingrecognized operating lease right-of-useROU assets and lease liabilities based on the present value of remaining minimum lease payments. For the discount rate assumption, the implicit rate was not readily determinable in the Company’s lease agreements. Therefore, the Company used an estimated incremental borrowing rate in determining the present value of lease payments. There was no impactIf at lease inception, the Company considers the exercising of a renewal option to opening retained earnings.be reasonably certain, the Company will include the extended term in the calculation of the right-of-use asset and lease liability.

The Company elected the practical expedients available under ASC 842 and applied them consistently to all applicable leases. The Company did not apply ASC 842 to any leases with a remaining term of 12 months or less. For these leases, no asset or liability was recorded and lease expense continues to be recognized on a straight-line basis over the lease term. As allowed by the practical expedients, the Company does not reassess whether any expired or existing contracts are or contain leases, does not reassess the lease classification for any expired or existing leases and does not reassess initial direct costs for existing leases.

The table below sets forth supplemental Balance Sheet information for the Company’s leases.

As of SeptemberJune 30, 2019,2020, the weighted average remaining lease term for operating leases was 76 years, and the weighted average discount rate was 10%.

The table below sets forth the future cash payments under such agreements for the remaining years are as follows:

Rent expense for the three month ended September 30, 2019 and 2018 was $136,000 and $76,000, respectively. Rent expense for the six months ended SeptemberJune 30, 2020 and 2019 was $144,000 and 2018 was $264,000 and $165,000,$128,000, respectively.

9.    Segment Information

The Company has determined that its reportable segments are those that are based on its method of internal reporting and the perspective of the chief operating decision maker. The Company has two reportable segments, Retail Sales and Direct-to-Consumers. The Company evaluates performance based on the primary financial measure of contribution margin (“segment profit”). Segment profit reflects the income or loss from operations before corporate expenses, non-operating income, net interest expense, and income taxes.  The Company does not have any individually identified assets regarding specific segments as all processes to manufacture products are not different based on segment.

(1) Sales and marketing expense includes advertising, trade shows, media production and promotional products and other as discussed in the sales and marketing section of the MD&A. See Item 2 below.

(1) Sales and marketing expense includes advertising, trade shows, media production and promotional products and other as discussed in the sales and marketing section of the MD&A. See Item 2 below.

10.    Subsequent Events

(1) SalesOn July 28, 2020, AeroGrow paid the Technology Licensing and marketing expense includes advertising, trade shows, media production and promotional products and otherBrand Licensing Agreements balances of $2.3 million as discussed in the sales and marketing section of the MD&A.

(1) Sales and marketing expense includes advertising, trade shows, media production and promotional products and other as discussedNote 3 for amounts owed through March 31, 2020. On August 3, 2020, AeroGrow entered into a Term Loan Agreement (“Term Loan”) in the sales and marketing sectionprincipal amount of the MD&A.

10.     Subsequent Events

As disclosed in Note 3 above, theup to $7.5 million with Scotts Miracle-Gro.  The proceeds under the SMG Working Capital Term Loan arewill be made available as needed in increments of at least $500,000, the Company may reborrow and pay down during the Term Loan, not to exceed $6.0 million with a due date of March 31, 2020.  AsJune 30, 2021.  The funding will provide general working capital and will be used for the purpose of November 5, 2019,acquiring inventory to support anticipated growth as the Company had borrowed an aggregate of $4.5 million in principalexpands its retail and its direct-to-consumer sales channels.  Advances under the SMG Working Capital Term Loan Agreement will be secured by a $1.0 million increase overlien on the $3.5 million principal balance asassets of the Company.  Interest will be charged at the stated rate of 10% per annum and will be paid quarterly in arrears on each of September 30, 2019.2020, December 30, 2020, March 31, 2021 and June 30, 2021.  

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The discussion contained herein is for the three and six months ended SeptemberJune 30, 20192020 and SeptemberJune 30, 2018.2019.  The following discussion should be read in conjunction with the financial statements of AeroGrow International, Inc. (the “Company,” “AeroGrow,” “we,” “our,” or “us”“us,”) and the notes to the financial statements included in Item 1 above in this Quarterly Report on Form 10-Q for the period ended SeptemberJune 30, 20192020 (this “Quarterly Report”). The following discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including statements that include words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “may,” “will,” or similar expressions that are intended to identify forward-looking statements. In addition, any statements that refer to expectations, projections, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Such statements include, but are not limited to, statements regarding our intent, belief, or current expectations regarding our strategies, plans, and objectives, our product release schedules, our ability to design, develop, manufacture, and market products, the ability of our products to achieve or maintain commercial acceptance, our ability to obtain financing and/or generate cash flow sufficient to fund our future operations, and our ability to continue as a going concern. Such statements are not guarantees of future performance and are subject to risks, uncertainties, and assumptions that are difficult to predict. Therefore, our actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various factors. Factors that could cause or contribute to the differences are discussed in this Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations and in Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended March 31, 2019.2020.  Except as required by applicable law or regulation, we undertake no obligation to revise or update any forward-looking statements contained in this Quarterly Report. The information contained in this Quarterly Report is not a complete description of our business or the risks associated with an investment in our common stock. Each reader should carefully review and consider the various disclosures we made in this Quarterly Report and in our other filings with the U.S. Securities and Exchange Commission (“SEC”).

Overview

AeroGrow International, Inc. was formed as a Nevada corporation in March 2002. The Company’s principal business is developing, marketing, and distributing advanced indoor aeroponic garden systems designed and priced to appeal to the consumer gardening, cooking and small indoor appliance markets worldwide.  The Company’s principal activities from its formation through March 2006 consisted of product research and development, market research, business planning, and raising the capital necessary to fund these activities. In December 2005, the Company commenced initial production of its AeroGarden system and, in March 2006, began shipping these systems to retail and catalogue customers. The Company manufactures, distributes and markets nineeight different models of its AeroGarden systems in multiple colors, as well as over 40 varieties of seed pod kits and a full line of accessory products through multiple channels including online retail distribution, in-store retail distribution, catalogue and direct-to-consumer sales primarily in the United States and Canada, as well as selected countries in Europe.

In April 2013, we entered into a Securities Purchase Agreement and strategic alliance with a wholly owned subsidiary of The Scotts Miracle-Gro Company (collectively with its subsidiary, “SMG” or “Scotts Miracle-Gro”). Pursuant to the Securities Purchase Agreement, we issued (i) 2.6 million shares of Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”)Stock); and (ii) a warrant to purchase up to 80% of the Company’s common stock for an aggregate purchase price of $4.0 million.  In addition, as part of the strategic alliance, we entered into several other agreements with Scotts Miracle-Gro, including: (i) an Intellectual Property Sale Agreement; (ii) a Technology Licensing Agreement; (iii) a Brand License Agreement; and (iv) a Supply Chain Management Agreement. In November 2016, Scotts Miracle-Gro fully exercised the Warrant and, by its terms, the Series B Preferred Stock automatically converted into the Company’s common stock. Scotts Miracle-Gro currently owns approximately 80.5% of the Company’s outstanding common stock.

Pursuant to the Intellectual Property Agreement, we agreed to sell all intellectual property associated with our hydroponic products (the “Hydroponic IP”), other than the AeroGrow and AeroGarden trademarks, free and clear of all encumbrances, to Scotts Miracle-Gro for $500,000.  Scotts Miracle-Gro has the right to use the AeroGrow and AeroGarden trademarks in connection with the sale of products incorporating the Hydroponic IP.  In addition to the total working capital infusion of approximately $4.5 million from the Securities Purchase Agreement and Intellectual Property Sale Agreement, as amended, the strategic alliance affordsallows us to use the globally recognized and highly trusted Miracle-Gro brand name.  We believe that the strategic alliance also gives Scotts Miracle-Gro an entry into the burgeoning indoor gardening market, while providing AeroGrow a broad base of support in marketing, distribution, supply chain logistics, R&D, and sourcing.  We have also used our strategic alliance with Scotts Miracle-Gro to re-establish our presence in the retail and international sales channels. In Fiscal 2019,2020, we amended the Brand License Agreement with Scotts Miracle-Gro to allow us to remove the Miracle-Gro brand from AeroGardens, thereby eliminating the cost associated with this portion of the agreement.

Results of Operations

Three Months Ended SeptemberJune 30, 20192020 and SeptemberJune 30, 20182019

Summary Overview

Sales results during the first six months of our fiscal year (April-September), are historically variable as the impact of load-in timing before the holiday season fluctuates year to year. For the three months ended SeptemberJune 30, 2019,2020, we generated $16.4 million of total revenue, was $4.4 million, a decreasean increase of 48.4%266.7%, or $4.2$11.9 million, relative to the same period in the prior year.  The decrease was primarily dueRetail sales increased by 193.9% to the timing of early load-in of stock in advance of the peak holiday season by certain retail accounts, primarily related to Amazon.com and Bed Bath and Beyond, as these customers did not take the load-in orders as early as they had in the prior year. This timing of sales, which has historically fluctuated between the three-month period ended September 30 and the three-month period ended December 31, is normal for our business and supports our strategy to build through online retailers during non-holiday seasons. As we approach holiday seasons, which are more subject to timing and are larger programs, we focus on in-store sales.  Additionally, sales in our direct-to-consumer channel increased 41.0%, or $474,000,$7.2 million primarily due to continued momentum from our generalsales into the online channels, including Amazon.com, Kohls.com, HomeDepot.com and BestBuy.com, as well as continued enthusiasm about indoor gardening and healthy, safe and fresh food.  Direct-to-consumer sales increased 376.1%, to $9.1 million, reflecting more efficient use of advertising and marketing campaign,campaigns, increased visibility and an increasemore focused sales programs.  In addition to our continued momentum from prior periods, we saw amplified demand in our established user base.  We believe that we benefitthe indoor gardening market from more visibility from our increased presence on Amazon platforms and other select online retail distribution channels.  customers seeking healthy, fresh food during a pandemic.

For the three months ended SeptemberJune 30, 2019,2020, total dollar sales of AeroGarden units decreasedincreased by 65.6%218.9% from the prior year period due to timing of load-in programs with existing customers for AeroGarden orders to retailers in the current period, in advance of the peak holiday season.  Seedand seed pod kit and accessory sales increased by 13.4%308.6% over prior year period as our established base of AeroGardeners continues to grow.period.  AeroGarden sales net of allowances, represented 62.8%66.2% of total revenue, as compared to 83.1%76.1% in the prior year period.  This percentage decrease, on a product line basis, was attributable to timing of salesboth direct to consumer and retail accounts, as discussed above.  Seed pod kit and accessory sales increased $194,000 or 13.4%. As a percent of total sales,online customers purchasing additional seed pod kitkits and accessoryaccessories.  Sales of seed pod kits increased from 94,000 to 382,000 units, primarily as a result of new AeroGrow sales in the prior periods and the follow on purchases of seed pod kits and resulting increased to 37.2% from 16.9%, primarily due to continuedsize of our active customer engagement for our product after the initial purchase of an AeroGarden. database.

The Company continues to spend advertising dollars in order to strategically build market awareness and enhance initiatives implemented in the prior year. For the fiscal year ending March 31, 2021 (“Fiscal 2020,2021”), we intend to expand consumer awareness of the AeroGrow brand and product line.  DuringAs a result, during the three months ended SeptemberJune 30, 2019,2020, (the first quarter of Fiscal 2021), we incurred $432,000 in$1.3 million of advertising expenditures,expenses to support our direct-to-consumer and retail channels, a $69,000$818,000 or 19.1%159.7% year-over-year increase compared to the prior year period. This was primarily due to an increasesame period in our direct-to-consumer pay-per-click and retail marketing campaigns and expanded email programs.Fiscal 2020. The advertising expenditures were divided as follows:

Our gross profit percentage for the three months ended SeptemberJune 30, 20192020 was 33.1%44.8%, downup from 38.8%32.5% in the prior year period, primarily due to timing of load-in ofincreases in sales prices, more sales to higher margin Direct-to-consumer customers, supply chain efficiencies that were not in place in the prior year, fewer planned discount programs in our retailsales channels (which also impact our mix), several one-time fees relateddue to the setup of a new warehouse,lower inventory levels, and significantly higher retail sales during specific lower margin advertising campaigns.increased sales. 

In aggregate, our total operating expenses decreased 4.5%increased 87.0%, or $120,000$2.2 million, year-over-year, principally as a result of fewer sales in the current year.because we spent more to support revenue growth.  Gross spending fluctuatedincreased in the following areas: