Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Jul. 31, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 333-207889 | |
Entity Registrant Name | GROWGENERATION CORP. | |
Entity Incorporation, State or Country Code | CO | |
Entity Tax Identification Number | 46-5008129 | |
Entity Address, Address Line One | 5619 DTC Parkway | |
Entity Address, Address Line Two | Suite 900 | |
Entity Address, City or Town | Greenwood Village | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80111 | |
City Area Code | 800 | |
Local Phone Number | 935-8420 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | GRWG | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 61,231,786 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001604868 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 29,587 | $ 40,054 |
Marketable securities | 40,986 | 31,852 |
Accounts receivable, net of allowance for credit losses of $0.8 million and $0.7 million at June 30, 2023 and December 31, 2022 | 7,318 | 8,336 |
Notes receivable, current, net of allowance for credit losses of $1.7 million and $1.3 million at June 30, 2023 and December 31, 2022 | 0 | 1,214 |
Inventory | 76,689 | 77,091 |
Prepaid income taxes | 477 | 5,679 |
Prepaids and other current assets | 7,864 | 6,455 |
Total current assets | 162,921 | 170,681 |
Property and equipment, net | 30,682 | 28,669 |
Operating leases right-of-use assets | 42,692 | 46,433 |
Intangible assets, net | 26,707 | 30,878 |
Goodwill | 16,808 | 15,978 |
Other assets | 881 | 803 |
TOTAL ASSETS | 280,691 | 293,442 |
Current liabilities: | ||
Accounts payable | 17,905 | 15,728 |
Accrued liabilities | 2,575 | 1,535 |
Payroll and payroll tax liabilities | 2,828 | 4,671 |
Customer deposits | 3,746 | 4,338 |
Sales tax payable | 1,473 | 1,341 |
Current maturities of lease liability | 8,152 | 8,131 |
Current portion of long-term debt | 17 | 50 |
Total current liabilities | 36,696 | 35,794 |
Commitments and contingencies (Note 12) | ||
Operating lease liability, net of current maturities | 37,191 | 40,659 |
Other long-term liabilities | 316 | 593 |
Total liabilities | 74,203 | 77,046 |
Stockholders’ equity: | ||
Common stock; $0.001 par value; 100,000,000 shares authorized, 61,229,051 and 61,010,155 shares issued and outstanding as of June 30, 2023 and December 31, 2022 | 61 | 61 |
Additional paid-in capital | 371,863 | 369,938 |
Retained earnings (deficit) | (165,436) | (153,603) |
Total stockholders’ equity | 206,488 | 216,396 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 280,691 | $ 293,442 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for credit loss, current | $ 0.8 | $ 0.7 |
Notes receivable, allowance for credit loss, current | $ 1.7 | $ 1.3 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares, issued (in shares) | 61,229,051 | 61,010,155 |
Common stock, shares, outstanding (in shares) | 61,229,051 | 61,010,155 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Net sales | $ 63,925 | $ 71,093 | $ 120,752 | $ 152,860 |
Cost of sales (exclusive of depreciation and amortization shown below) | 46,788 | 50,866 | 87,326 | 110,493 |
Gross profit | 17,137 | 20,227 | 33,426 | 42,367 |
Operating expenses: | ||||
Store operations and other operational expenses | 12,269 | 13,767 | 25,235 | 28,299 |
Selling, general, and administrative | 7,503 | 9,759 | 14,341 | 19,368 |
Bad debt expense | 107 | 888 | 424 | 1,602 |
Depreciation and amortization | 3,824 | 4,783 | 7,756 | 9,289 |
Impairment loss | 0 | 127,831 | 0 | 127,831 |
Total operating expenses | 23,703 | 157,028 | 47,756 | 186,389 |
Income (Loss) from operations | (6,566) | (136,801) | (14,330) | (144,022) |
Other income (expense): | ||||
Other income (expense) | 1,391 | 104 | 2,595 | 513 |
Interest income | 0 | 45 | 0 | 47 |
Interest expense | (431) | (10) | (5) | (13) |
Total non-operating income (expense), net | 960 | 139 | 2,590 | 547 |
Net income (loss) before taxes | (5,606) | (136,662) | (11,740) | (143,475) |
Benefit (provision) for income taxes | (93) | 283 | (93) | 1,919 |
Net income (loss) | $ (5,699) | $ (136,379) | $ (11,833) | $ (141,556) |
Net income (loss) per share, basic (in dollars per share) | $ (0.09) | $ (2.24) | $ (0.19) | $ (2.33) |
Net income (loss) per share, diluted (in dollars per share) | $ (0.09) | $ (2.24) | $ (0.19) | $ (2.33) |
Weighted average shares outstanding, basic (in shares) | 61,077 | 60,756 | 61,053 | 60,742 |
Weighted average shares outstanding, diluted (in shares) | 61,077 | 60,756 | 61,053 | 60,742 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Earnings (Deficit) |
Beginning balances (in shares) at Dec. 31, 2021 | 59,929,000 | |||
Beginning balances at Dec. 31, 2021 | $ 371,291 | $ 60 | $ 361,087 | $ 10,144 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Common stock issued in connection with business combinations (in shares) | 650,000 | |||
Common stock issued in connection with business combination | 5,750 | $ 1 | 5,749 | |
Common stock issued for share based compensation (in shares) | 177,000 | |||
Common stock withheld for employee payroll taxes | (1,448) | (1,448) | ||
Share based compensation | 2,689 | 2,689 | ||
Common stock issued upon cashless exercise of options (in shares) | 12,000 | |||
Common stock issued upon cashless exercise of warrants (in shares) | 14,000 | |||
Net income (loss) | (141,556) | (141,556) | ||
Ending balances (in shares) at Jun. 30, 2022 | 60,782,000 | |||
Ending balances at Jun. 30, 2022 | 236,726 | $ 61 | 368,077 | (131,412) |
Beginning balances (in shares) at Mar. 31, 2022 | 60,728,000 | |||
Beginning balances at Mar. 31, 2022 | 372,092 | $ 61 | 367,064 | 4,967 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Common stock issued for share based compensation (in shares) | 28,000 | |||
Common stock withheld for employee payroll taxes | (93) | (93) | ||
Share based compensation | 1,106 | 1,106 | ||
Common stock issued upon cashless exercise of options (in shares) | 12,000 | |||
Common stock issued upon cashless exercise of warrants (in shares) | 14,000 | |||
Net income (loss) | (136,379) | (136,379) | ||
Ending balances (in shares) at Jun. 30, 2022 | 60,782,000 | |||
Ending balances at Jun. 30, 2022 | $ 236,726 | $ 61 | 368,077 | (131,412) |
Beginning balances (in shares) at Dec. 31, 2022 | 61,010,155 | 61,010,000 | ||
Beginning balances at Dec. 31, 2022 | $ 216,396 | $ 61 | 369,938 | (153,603) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Common stock issued for share based compensation (in shares) | 184,000 | |||
Common stock withheld for employee payroll taxes | (175) | (175) | ||
Share based compensation | 1,327 | 1,327 | ||
Noncash repurchase of liability awards | 653 | 653 | ||
Liability redemption associated with business acquisition (in shares) | 35,000 | |||
Liability redemption associated with business acquisition | 120 | 120 | ||
Net income (loss) | $ (11,833) | (11,833) | ||
Ending balances (in shares) at Jun. 30, 2023 | 61,229,051 | 61,229,000 | ||
Ending balances at Jun. 30, 2023 | $ 206,488 | $ 61 | 371,863 | (165,436) |
Beginning balances (in shares) at Mar. 31, 2023 | 61,035,000 | |||
Beginning balances at Mar. 31, 2023 | 210,703 | $ 61 | 370,379 | (159,737) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Common stock issued for share based compensation (in shares) | 159,000 | |||
Common stock withheld for employee payroll taxes | (105) | (105) | ||
Share based compensation | 816 | 816 | ||
Noncash repurchase of liability awards | 653 | 653 | ||
Liability redemption associated with business acquisition (in shares) | 35,000 | |||
Liability redemption associated with business acquisition | 120 | 120 | ||
Net income (loss) | $ (5,699) | (5,699) | ||
Ending balances (in shares) at Jun. 30, 2023 | 61,229,051 | 61,229,000 | ||
Ending balances at Jun. 30, 2023 | $ 206,488 | $ 61 | $ 371,863 | $ (165,436) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (11,833) | $ (141,556) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 7,756 | 9,289 |
Stock-based compensation expense | 1,514 | 2,689 |
Bad debt expense, net of recoveries | 424 | 1,602 |
Gain (loss) on asset disposition | 21 | 12 |
Impairment loss | 0 | 127,831 |
Deferred taxes | 0 | (1,919) |
Changes in operating assets and liabilities (net of the effect of acquisitions): | ||
Accounts and notes receivable | 1,808 | (3,106) |
Inventory | 1,989 | 10,616 |
Prepaid expenses and other assets | 4,008 | 7,482 |
Accounts payable and accrued liabilities | 3,526 | (1,805) |
Operating leases | 469 | 299 |
Payroll and payroll tax liabilities | (1,843) | (3,066) |
Customer deposits | (592) | (6,634) |
Sales tax payable | 132 | (184) |
Net cash provided by (used in) operating activities | 7,379 | 1,550 |
Cash flows from investing activities: | ||
Acquisitions, net of cash acquired | (3,197) | (6,806) |
Purchase of marketable securities | (51,700) | 0 |
Maturities from marketable securities | 42,566 | 29,793 |
Purchase of property and equipment | (5,533) | (8,822) |
Disposal of assets | 226 | 0 |
Net cash provided by (used in) investing activities | (17,638) | 14,165 |
Cash flows from financing activities: | ||
Principal payments on long term debt | (33) | (45) |
Common stock withheld for employee payroll taxes | (175) | (1,448) |
Net cash provided by (used in) financing activities | (208) | (1,493) |
Net change | (10,467) | 14,222 |
Cash and cash equivalents at the beginning of period | 40,054 | 41,372 |
Cash and cash equivalents at the end of period | 29,587 | 55,594 |
Supplemental disclosures of non-cash activities: | ||
Cash paid for interest | 5 | 13 |
Common stock issued for business combination | 0 | 5,750 |
Right of use assets acquired under new operating leases | $ 2,748 | $ 6,221 |
GENERAL
GENERAL | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
GENERAL | GENERAL GrowGeneration Corp. (together with its direct and indirect wholly owned subsidiaries, collectively “GrowGeneration” or the “Company”) is a leading marketer and distributor of nutrients, growing media, lighting, benching and racking, environmental control systems, and other products for both indoor and outdoor hydroponic and organic gardening, including proprietary brands such as Charcoir, Drip Hydro, Power Si, MMI benching and racking, Ion lights, Durabreeze fans, and more. Incorporated in Colorado in 2014, GrowGeneration is the largest chain of specialty retail hydroponic and organic garden centers in the U.S. As of June 30, 2023, GrowGeneration has 62 retail locations across 18 states in the U.S. The Company also operates an online superstore for cultivators at growgeneration.com, as well as a wholesale business for resellers, HRG Distribution, and a benching, racking, and storage solutions business, MMI. GrowGeneration also provides facility design services to commercial growers. Basis of Presentation The accompanying interim unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. These statements should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (“2022 Form 10-K”). There were no significant changes to our significant accounting policies as disclosed in our 2022 Form 10-K. The results of operations for our interim periods are not necessarily indicative of results for the full fiscal year. All amounts included in the accompanying footnotes to the consolidated financial statements, except share and per share data, are in thousands (000). Reclassifications Certain amounts in the prior period consolidated financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported consolidated net income. Use of Estimates Management uses estimates and assumptions in preparing these consolidated financial statements in accordance with U.S. GAAP. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported revenues and expenses during the reporting period. Actual results could vary from the estimates that were used. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgement. Accordingly, the degree of judgement exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The carrying amounts of cash and cash equivalents, accounts receivable, available for sale securities, accounts payable, and all other current liabilities approximate fair values due to their short-term nature. The fair value of notes receivable approximates the outstanding balance and is reviewed for impairment at least annually. The fair value of impaired notes receivable is determined based on estimated future payments discounted back to present value using the notes' effective interest rate. Level June 30, December 31, Cash equivalents 1 $ 10,160 $ 25,087 Marketable securities 2 $ 40,986 $ 31,852 |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | RECENT ACCOUNTING PRONOUNCEMENTS New Accounting Pronouncements From time to time, the Financial Accounting Standards Board (“FASB”) or other standard setting bodies issue new accounting pronouncements. Updates to the FASB Accounting Standards Codification (“ASC”) are communicated through issuance of an Accounting Standards Update (“ASU”). 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. In June 2016, FASB issued ASU No. 2016-13, “Financial Instruments — Credit Losses (Topic 326),” changing the impairment model for most financial instruments by requiring companies to recognize an allowance for expected losses, rather than incurred losses as required previously by the other-than-temporary impairment model. The ASU applies to most financial assets measured at amortized cost and certain other instruments, including trade and other receivables, loans, available-for-sale and held-to-maturity debt securities, net investments in leases, and off-balance sheet credit exposures. ASU No. 2016-13 was effective January 1, 2020. The Company has adopted this standard effective January 1, 2023. The adoption of this standard primarily applied to the valuation of the Company’s accounts receivable. Based on the composition of the Company’s accounts receivable, investment portfolio, and other financial assets, including current market conditions and historical credit loss activity, the adoption of this standard did not have a material impact on the Company’s consolidated financial statements or disclosures. Specifically, the Company’s estimate of expected credit losses as of June 30, 2023, using the expected credit loss evaluation process described above, resulted in no adjustments to the provision for credit losses and no cumulative-effect adjustment to accumulated deficit on the adoption date of the standard. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | REVENUE RECOGNITION Disaggregation of Revenues Sales are disaggregated by our segments, which represent our principal lines of business, as well as by our private label products versus distributed brands, or by commercial fixture revenue. See Note 13, Segments , for disaggregated revenue by segment. The opening and closing balances of the Company’s customer trade receivables and customer deposit liability are as follows: Receivables Customer Deposit Liability Opening balance, January 1, 2023 $ 8,336 $ 4,338 Closing balance, June 30, 2023 7,318 3,746 Increase (decrease) $ (1,018) $ (592) Opening balance, January 1, 2022 $ 5,741 $ 11,686 Closing balance, June 30, 2022 8,313 6,294 Increase (decrease) $ 2,572 $ (5,392) Of the total amount of customer deposit liability as of January 1, 2023, $2.9 million was reported as revenue during the six months ended June 30, 2023. Of the total amount of customer deposit liability as of January 1, 2022, $11.1 million was reported as revenue during the six months ended June 30, 2022. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT June 30, December 31, Vehicles $ 2,603 $ 2,176 Building 2,121 2,121 Leasehold improvements 12,341 12,562 Furniture, fixtures and equipment 14,334 13,195 Capitalized software 2,761 2,644 Construction-in-progress 13,267 9,569 Total property and equipment, gross 47,427 42,267 Accumulated depreciation (16,745) (13,598) Property and equipment, net $ 30,682 $ 28,669 Depreciation expense for the three and six months ended June 30, 2023 was $1.6 million and $3.3 million. Depreciation expense for the three and six months ended June 30, 2022 was $2.0 million and $3.7 million. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS The Company performs its goodwill impairment testing annually during the fourth quarter, or more frequently if events or if circumstances were to occur that would more likely than not reduce the fair value of our reporting unit below its carrying amount. The Company would recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill. The adjusted carrying amount of goodwill shall be its new accounting basis. During the second quarter of 2022, the Company’s market capitalization fell below total net assets. In addition, financial performance continued to weaken during the quarter, which was contrary to prior experience. Management reassessed business performance expectations following persistent adverse developments in equity markets, deterioration in the environment in which we operate, inflation, lower than expected sales, and an increase in operating expenses. These indicators, in the aggregate, required impairment testing for finite-lived intangible assets at the asset group level and goodwill at the reporting unit level. Under ASC 360, we performed a cash recoverability test on the following intangible assets: customer relationships, trade name, and non-compete. The carrying amounts of any assets that are not within the scope of ASC 360-10, other than goodwill, were adjusted for impairment, as necessary, prior to testing long-lived assets and goodwill. The Company recognized impairment losses as disclosed in the table below. For goodwill impairment testing purposes, the Company determined four reporting units, three of which were subject to a quantitative assessment. We determined fair value using the income approach, where estimated future returns are discounted to present value at an appropriate rate of return. The Company completed its interim goodwill impairment test as of June 30, 2022 and recognized impairment losses as disclosed in the table below. There were no goodwill impairments recognized during the six months ended June 30, 2023. The changes in goodwill are as follows: June 30, 2023 December 31, Balance, beginning of period $ 15,978 $ 125,401 Goodwill additions and measurement period adjustments 830 7,234 Impairment — (116,657) Balance, end of period $ 16,808 $ 15,978 The goodwill balance and impairment by segment are as follows: Retail E-commerce Distribution Total Gross carrying value at December 31, 2021 $ 101,811 $ 11,659 $ 11,931 $ 125,401 Acquisitions & measurement period adjustments 1,418 (341) 6,157 7,234 Gross carrying value at December 31, 2022 103,229 11,318 18,088 132,635 Acquisitions & measurement period adjustments 830 — — 830 Gross carrying value, at June 30, 2023 $ 104,059 $ 11,318 $ 18,088 $ 133,465 Accumulated impairment losses at December 31, 2021 $ — $ — $ — $ — Impairment (103,094) (9,848) (3,715) (116,657) Accumulated impairment losses at December 31, 2022 (103,094) (9,848) (3,715) (116,657) Impairment — — — — Accumulated impairment losses at June 30, 2023 $ (103,094) $ (9,848) $ (3,715) $ (116,657) Net carrying value at December 31, 2022 $ 135 $ 1,470 $ 14,373 $ 15,978 Net carrying value at June 30, 2023 $ 965 $ 1,470 $ 14,373 $ 16,808 A summary of intangible assets is as follows: Weighted-Average Amortization Period of Intangible Assets as of June 30, 2023 (in years) Trade names 2.71 Patents 2.50 Customer relationships 4.11 Non-competes 0.58 Intellectual property 2.67 Total 3.21 Intangible assets consist of the following: June 30, 2023 Gross Accumulated Net Trade names $ 29,063 $ (13,613) $ 15,450 Patents 100 (63) 37 Customer relationships 17,542 (7,686) 9,856 Non-competes 932 (669) 263 Intellectual property 2,065 (964) 1,101 Total $ 49,702 $ (22,995) $ 26,707 December 31, 2022 Gross Accumulated Net Trade names $ 29,062 $ (10,517) $ 18,545 Patents 100 (56) 44 Customer relationships 17,102 (6,501) 10,601 Non-competes 932 (551) 381 Intellectual property 2,065 (758) 1,307 Total $ 49,261 $ (18,383) $ 30,878 Intangibles and impairment by segment are as follows: Retail E-commerce Distribution Total Gross carrying value at December 31, 2021 $ 37,825 $ 2,501 $ 16,698 $ 57,024 Acquisitions & measurement period adjustments 229 — 3,182 3,411 Gross carrying value at December 31, 2022 38,054 2,501 19,880 60,435 Acquisitions & measurement period adjustments 441 — — 441 Gross carrying value at June 30, 2023 $ 38,495 $ 2,501 $ 19,880 $ 60,876 Accumulated amortization at December 31, 2021 $ (6,285) $ (354) $ (1,983) $ (8,622) Amortization (5,721) (460) (3,580) (9,761) Accumulated amortization at December 31, 2022 (12,006) (814) (5,563) (18,383) Amortization (2,572) (224) (1,816) (4,612) Accumulated amortization at June 30, 2023 $ (14,578) $ (1,038) $ (7,379) $ (22,995) Accumulated impairment losses at December 31, 2021 $ — $ — $ — $ — Impairments (11,079) (95) — (11,174) Accumulated impairment losses at December 31, 2022 (11,079) (95) — (11,174) Impairments — — — — Accumulated impairment losses June 30, 2023 $ (11,079) $ (95) $ — $ (11,174) Net carrying value at December 31, 2022 $ 14,969 $ 1,592 $ 14,317 $ 30,878 Net carrying value June 30, 2023 $ 12,838 $ 1,368 $ 12,501 $ 26,707 Amortization expense for the three and six months ended June 30, 2023 was $2.4 million and $4.6 million. Amortization expense for the three and six months ended June 30, 2022 was $2.8 million and $5.6 million. Future amortization expense is as follows: 2023, remainder $ 4,470 2024 8,799 2025 8,426 2026 3,663 2027 1,217 Thereafter 132 Total $ 26,707 |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES For the six months ended June 30, 2023, the effective tax rate was zero%, compared to 1.42% for the six months ended June 30, 2022. The decrease in the effective tax rate is primarily due to the Company recording a valuation allowance against deferred tax assets. The effective tax rate for the six months ended June 30, 2023 is lower than the U.S. federal statutory rate of 21.0%, which is also primarily due to the Company recording a valuation allowance against deferred tax assets. The Company has evaluated positive and negative evidence and has concluded that its deferred tax assets are not expected to be realizable and has recorded a valuation allowance in the current period. |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
LEASES | LEASES We determine if a contract contains a lease at inception. Our material operating leases consist of retail and warehouse locations as well as office space. Our leases generally have remaining terms of 1 to 10 years, most of which include options to extend the leases for additional 3 to 5-year periods. Generally, the lease term is the minimum of the non-cancellable period of the lease or the lease term inclusive of reasonably certain renewal periods. Operating lease assets and liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of remaining lease payments over the lease term. Operating lease assets represent our right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. To determine the present value of lease payments not yet paid, we estimate incremental secured borrowing rates corresponding to the maturities of the leases. Our leases typically contain rent escalations over the lease term. We recognize expense for these leases on a straight-line basis over the lease term. We have elected the practical expedient to account for lease and non-lease components as a single component for our entire population of leases. Short-term disclosures include only those leases with a term greater than one month and less than or equal to 12 months, 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. June 30, December 31, Right of use assets, operating lease assets $ 42,692 $ 46,433 Current lease liability $ 8,152 $ 8,131 Non-current lease liability 37,191 40,659 Total lease liability $ 45,343 $ 48,790 June 30, June 30, Weighted average remaining lease term 6.26 years 6.60 years Weighted average discount rate 5.8 % 5.6 % Three Months Ended June 30, 2023 2022 Operating lease costs $ 2,803 $ 2,783 Variable lease costs 570 477 Short-term lease costs 97 111 Total operating lease costs $ 3,470 $ 3,371 Six Months Ended 2023 2022 Operating lease costs $ 5,696 $ 5,445 Variable lease costs 1,169 1,340 Short-term lease costs 264 237 Total operating lease costs $ 7,129 $ 7,022 The following table presents the maturity of the Company’s operating lease liabilities as of June 30, 2023 : 2023 (remainder of the year) $ 5,418 2024 9,923 2025 9,135 2026 7,562 2027 5,534 Thereafter 16,771 Total lease payments 54,343 Less: Imputed interest (9,000) Lease Liability at June 30, 2023 $ 45,343 |
SHARE BASED PAYMENTS
SHARE BASED PAYMENTS | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
SHARE BASED PAYMENTS | SHARE BASED PAYMENTS The Company maintains long-term incentive plans for employees, non-employee members of our Board of Directors, and consultants. The plans allow us to grant equity-based compensation awards, including stock options, stock appreciation rights, performance share units, restricted stock units, restricted stock awards, or a combination of awards (collectively, "share-based awards"). The Company accounts for share-based payments through the measurement and recognition of compensation expense for share-based awards made to employees and directors of the Company, including stock options and restricted shares. The Company also issues share-based awards in the form of common stock warrants to non-employees. The following table presents share-based award expense for the three and six months ended June 30, 2023 and 2022: Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Restricted stock $ 947 $ 750 $ 1,514 $ 1,951 Stock options — 16 — 59 Warrants — 340 — 679 Total $ 947 $ 1,106 $ 1,514 $ 2,689 As of June 30, 2023, the Company had approximately $5.4 million of unamortized share-based compensation for option awards and restricted stock awards, which are expected to be recognized over a weighted average period of approximately 3.1 years. Restricted Stock The Company issues shares of restricted stock to eligible employees, which are subject to forfeiture until the end of an applicable vesting period. The awards generally vest on the first, second, third, or fourth anniversary of the date of grant, subject to the employee’s continuing employment as of that date. Restricted stock is valued using market value on the grant date. Restricted stock activity for the six months ended June 30, 2023 is presented in the following table: Shares Weighted Average Grant Date Fair Value Nonvested, December 31, 2022 614,875 $ 9.41 Granted 1,000,000 $ 3.80 Vested (223,166) $ 6.51 Forfeited (318,750) $ 4.23 Nonvested, June 30, 2023 1,072,959 $ 5.64 The table below summarizes all option activity under all plans during the six months ended June 30, 2023: Options Shares Weighted - Weighted - Weighted - Outstanding at December 31, 2022 604,498 $ 3.97 1.87 $ 2.24 Granted — — — — Exercised — — — — Forfeited or expired — — — — Outstanding at June 30, 2023 604,498 $ 3.97 1.38 $ 2.24 Vested at June 30, 2023 604,498 $ 3.97 1.38 $ 2.24 A summary of the status of the Company’s outstanding stock purchase warrants for the six months ended June 30, 2023 is as follows: Warrants Weighted Average Outstanding at December 31, 2022 32,500 $ 15.82 Issued — — Exercised — — Forfeited — — Outstanding at June 30, 2023 32,500 $ 15.82 Liability Awards In August 2022, the Company issued certain stock awards classified as liabilities based on the guidance set forth at ASC 480-10-25 and ASC 718-10-25. These awards entitled the employees to receive an equity award with a specified dollar value of common stock on future dates ranging from June 15, 2023, through June 15, 2025. The awards generally vested over three years subject to the employee’s continued employment. On June 15, 2023, the three employees subject to these awards entered into new employment agreements which superseded the prior agreements and removed the liability awards from their compensation package. In accordance with ASC 718-20-35-2A through 718-20-35-9, these awards were evaluated and accounted for as modified awards. The liability of $0.7 million was relieved to additional paid-in capital and the incremental expense of $0.1 million will be recognized over the remaining term of the modified awards. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | EARNINGS (LOSS) PER SHARE The following table sets forth the composition of the weighted average shares (denominator) used in the basic and dilutive earnings per share computation for the three and six months ended June 30, 2023 and 2022: Three Months Ended June 30, June 30, Net income (loss) $ (5,699) $ (136,379) Weighted average shares outstanding, basic 61,077 60,756 Effect of dilution — — Adjusted weighted average shares outstanding, dilutive 61,077 60,756 Basic earnings (loss) per share $ (0.09) $ (2.24) Dilutive earnings (loss) per share $ (0.09) $ (2.24) Six Months Ended June 30, June 30, Net income (loss) $ (11,833) $ (141,556) Weighted average shares outstanding, basic 61,053 60,742 Effect of dilution — — Adjusted weighted average shares outstanding, dilutive 61,053 60,742 Basic earnings (loss) per share $ (0.19) $ (2.33) Dilutive earnings (loss) per share $ (0.19) $ (2.33) The following potentially outstanding restricted stock and stock options were excluded from the computation of diluted earnings per share because the effect would have been antidilutive: Three Months Ended June 30, June 30, Restricted stock 1,868 511 Stock options — 202 Total 1,868 713 Six Months Ended June 30, June 30, Restricted stock 1,949 511 Stock options — 320 Total 1,949 831 |
ACQUISITIONS
ACQUISITIONS | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | ACQUISITIONS Our acquisition strategy is primarily to acquire (i) well-established, profitable hydroponic garden centers in markets where the Company does not have a market presence or in markets where it is increasing its market presence; and (ii) proprietary brands and private label brands. The Company accounts for acquisitions in accordance with ASC 805 “Business Combinations.” Assets acquired and liabilities assumed are recorded in the accompanying Condensed Consolidated Balance Sheets at their estimated fair values, as of the acquisition date. For all acquisitions, the preliminary allocation of purchase price was based upon the preliminary valuation, and the Company's estimates and assumptions are subject to change within the measurement period as valuations are finalized, not to exceed one year from the acquisition date. The Company has made adjustments to the preliminary valuations of the acquisitions based on valuation analyses prepared by independent third-party valuation consultants. There have been no measurement period adjustments during the current year. During the six months ended June 30, 2022, our measurement period adjustments included increasing goodwill by $1.3 million offset with intangible assets. As a result of these measurement period adjustments, we made an insignificant reduction in amortization expense. All acquisition costs are expensed as incurred and recorded in general and administrative expenses in the Condensed Consolidated Statements of Operations. Acquisitions during the six months ended June 30, 2023 On May 23, 2023, the Company purchased substantially all of the assets of Southside Garden Supply ("Alaska"), a two-store chain of indoor/outdoor garden centers. The total consideration for the purchase of the Alaska assets was approximately $2.0 million, including $1.9 million in cash and an indemnity holdback of $0.1 million. The Alaska asset acquisition also included acquired goodwill of approximately $0.6 million, which represents the value expected to rise from organic growth and an opportunity for the Company to expand into a new market. Alaska is included in our Retail segment. Additionally, the Company made other, individually immaterial acquisitions during the six months ended June 30, 2023. Total consideration for these purchases was approximately $1.2 million, including $1.1 million paid in cash and indemnity holdbacks of less than $0.1 million. These individually immaterial acquisitions also included aggregate acquired goodwill of approximately $0.3 million, which represents the value expected to rise from organic growth and an opportunity for the Company to expand into a new market. These acquisitions are included in our Retail segment. The table below represents the allocation of the purchase price to the acquired net assets during the six months ended June 30, 2023. Alaska Other Total Inventory $ 720 $ 867 $ 1,587 Prepaids and other current assets 292 2 294 Furniture and equipment — 47 47 Operating lease right of use asset 630 648 1,278 Operating lease liability (630) (648) (1,278) Customer relationships 440 — 440 Goodwill 577 252 829 Total $ 2,029 $ 1,168 $ 3,197 The table below represents the consideration paid for the net assets acquired in business combinations during the six months ended June 30, 2023. Alaska Other Total Cash $ 1,922 $ 1,128 $ 3,050 Indemnity holdback 107 40 147 Total $ 2,029 $ 1,168 $ 3,197 The following table discloses the date of the acquisitions noted above and the revenue and earnings included in the Condensed Consolidated Statement of Operations for the six months ended June 30, 2023. Alaska Other Total Acquisition date May 23, 2023 Revenue $ 392 $ 916 $ 1,308 Net income (loss) $ (83) $ (32) $ (114) The following represents the pro forma Condensed Consolidated Statement of Operations as if the acquisition had been included in the consolidated results of the Company for the entire period for the three and six months ended June 30, 2023, and June 30, 2022. Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Revenue $ 122,966 $ 154,168 $ 122,966 154,168 Net income (loss) $ (11,491) $ (141,670) $ (11,491) (141,670) Acquisitions during 2022 On February 1, 2022, the Company purchased all of the assets of Horticultural Rep Group, Inc. ("HRG"), a specialty marketing and sales organization of horticultural products based in Ogden, Utah. The total consideration for the purchase of the assets of HRG was approximately $13.4 million, including $6.8 million in cash and common stock valued at $5.7 million. The Asset Purchase Agreement also provides for an indemnity holdback to be settled in common stock of the Company valued at $0.9 million. Acquired goodwill represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. HRG is included in our Distribution and other segment. The table below represents the allocation of the purchase price to the acquired net assets during the six months ended June 30, 2022. HRG Inventory $ 4,170 Prepaids and other current assets 76 Furniture and equipment 148 Operating lease right of use asset 666 Operating lease liability (666) Customer relationships 2,430 Trademark 496 Non-compete 255 Goodwill 5,816 Total $ 13,391 The table below represents the consideration paid for the net assets acquired in business combinations during the six months ended June 30, 2022. HRG Cash $ 6,806 Indemnity stock holdback 875 Common stock 5,710 Total $ 13,391 The following table discloses the date of the acquisition noted above and the revenue and earnings included in the Condensed Consolidated Statement of Operations for the six months ended June 30, 2022. Revenue and earnings amounts include other proprietary brands now being included under HRG for operations. HRG Acquisition date February 1, 2022 Revenue $ 8,086 Net Income (loss) $ 130 The following represents the pro forma Condensed Consolidated Statement of Operations as if the acquisition had been included in the consolidated results of the Company for the entire period for the three and six months ended June 30, 2022. Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Revenue $ 70,939 $ 154,542 Net income (loss) $ (8,626) $ (13,802) |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Legal Matters We are involved in lawsuits and claims which arise in the normal course of our business, including the initiation and defense of proceedings related to contract and employment disputes. In our opinion, these claims individually and in the aggregate are not expected to have a material adverse effect on our financial condition, results of operations, or cash flows. In December 2021, the Company was sued in the U.S. District Court for the Southern District of Texas related to a Promissory Note & Asset Acquisition Rights Option (“Note & Option”) with TGC Systems, LLC (“Total Grow”). The case was dismissed and the parties submitted the matter to arbitration pursuant to the arbitration clause of the Note & Option. Among other claims, Total Grow alleged that the Company was liable to Total Grow based on promissory estoppel and breach of contract for failing to consummate the acquisition of Total Grow by the Company. The Company counterclaimed for repayment of $1.5 million principal plus interest loaned by the Company to Total Grow pursuant to the Note & Option. The Company accrued a reserve of $1.5 million against the Note & Option. As discussed in Note 14, Subsequent Events , on July 26, 2023, the arbitrator denied all of Total Grow's claims and defenses, determined that the Company prevailed in its counterclaim, and awarded the Company an award in full settlement of the matter. There can be no assurance that future developments related to pending claims or claims filed in the future, whether as a result of adverse outcomes or as a result of significant defense costs, will not have a material effect on the Company’s financial condition, results of operations, or cash flows. We believe that our assessment of contingencies is reasonable and that the related accruals, in the aggregate, are adequate; however, there can be no assurance that the final resolution of these matters will not have a material effect on our financial condition, results of operations, or cash flows. Indemnifications In the ordinary course of its business, the Company makes certain indemnities under which it may be required to make payments in relation to certain transactions. As of June 30, 2023, the Company did not have any liabilities associated with indemnities. In addition, the Company, as permitted under Colorado law and in accordance with its amended and restated certificate of incorporation and amended and restated bylaws, in each case, as amended to date, indemnifies its officers and directors for certain events or occurrences, subject to certain limits, while the officer or director is or was serving at the Company’s request in such capacity. The duration of these indemnifications varies. The Company has a director and officer insurance policy that may enable it to recover a portion of any future amounts paid. The Company accrues for losses for any known contingent liability, including those that may arise from indemnification provisions, when future payment is probable. No such losses have been recorded to date. |
SEGMENTS
SEGMENTS | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
SEGMENTS | SEGMENTS The Company has segmented its operations to reflect the manner in which management reviews and evaluates the results of its operations. The structure reflects the manner in which the chief operating decision maker regularly assesses information for decision-making purposes, including the allocation of resources. Shared services and other corporate costs are allocated to an individual segment based on that segment's profitability. Retail – The core of our business strategy is to operate the largest chain of retail garden centers in the U.S. The hydroponic retail landscape is fragmented, which allows us to acquire “best of breed” hydroponic retail operations and leverage efficiencies of a centralized organization. Some of our garden centers have multi-functions, with added capabilities that include warehousing, distribution, and fulfillment for our online platforms and direct fulfillment to our commercial customers. Our retail segment also includes our commercial sales organization, which is focused on selling products and services, including end-to-end solutions, for large commercial cultivators outside of the physical retail network. When commercial customers gain new cultivation licenses, they need lighting, benching, environmental control systems, irrigation, fertigation, and other products to outfit their facilities. Existing facilities also need consumable products for operations, as well as equipment updates from time to time. Commercial customers typically purchase large dollar amounts, quantities, and sizes of products. We offer commercial customers volume pricing, terms, and financing. E-commerce – Our digital strategy is primarily focused on capturing the home, craft, and commercial grower online. GrowGeneration.com offers thousands of hydroponic products, all curated by our product team. GrowGeneration.com offers customers the option to have their orders shipped directly to their locations, anywhere in North America. GrowGeneration also sells its products through its distribution website, HRGdist.com, and online marketplaces such as Amazon and Walmart. Distribution and other – In December 2020, GrowGeneration purchased the business of Canopy Crop Management Corp., the developer of the popular PowerSi line of monosilicic acid products, a widely used nutrient additive for plants. In March 2021, the Company purchased Charcoir, a line of premium coco pots, cubes and medium. In December 2021, the Company purchased the assets of Mobile Media, Inc. ("MMI"), a mobile shelving and storage solutions developer and manufacturer. In February 2022, the Company purchased the assets of Horticultural Rep Group, Inc. ("HRG"), a specialty marketing and sales organization specializing in horticultural products. The Company is in the process of combining the operations and management of these non-retail enterprises. The products these companies provide are integrated into our retail, e-commerce, and direct sales activities, and we receive incremental revenue from the sale of these products. Disaggregated revenue by segment is presented in the following table: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Sales, net Retail Private label sales $ 7,200 $ 6,000 $ 13,801 $ 13,096 Non-private label sales 39,717 49,354 72,517 106,554 Total retail 46,917 55,354 86,318 119,650 E-Commerce Private label sales 400 300 661 700 Non-private label sales 3,334 3,395 6,334 8,263 Total e-commerce 3,734 3,695 6,995 8,963 Distribution and other Private label sales 1,700 3,200 3,865 6,000 Non-private label sales 3,200 3,744 7,500 7,947 Commercial fixture sales 8,374 5,100 16,074 10,300 Total distribution and other 13,274 12,044 27,439 24,247 Total $ 63,925 $ 71,093 $ 120,752 $ 152,860 Selected information by segment is presented in the following tables: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Net sales Retail $ 46,917 $ 55,354 $ 86,318 $ 119,650 E-Commerce 3,734 3,695 6,995 8,963 Distribution and other 13,274 12,044 27,439 24,247 Total $ 63,925 $ 71,093 $ 120,752 $ 152,860 Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Gross profit Retail $ 11,521 $ 15,601 $ 22,258 $ 31,094 E-Commerce 819 709 1,681 2,454 Distribution and other 4,797 3,917 9,487 8,819 Total $ 17,137 $ 20,227 $ 33,426 $ 42,367 Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Income (Loss) from operations Retail $ (6,547) $ (107,103) $ (13,622) $ (114,286) E-Commerce (444) (8,607) (928) (9,039) Distribution and other 425 (21,091) 220 (20,697) Total $ (6,566) $ (136,801) $ (14,330) $ (144,022) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS In December 2021, the Company was sued in the U.S. District Court for the Southern District of Texas related to a Promissory Note & Asset Acquisition Rights Option (“Note & Option”) with TGC Systems, LLC (“Total Grow”). The case was dismissed and the parties submitted the matter to arbitration pursuant to the arbitration clause of the Note & Option. Among other claims, Total Grow alleged that the Company was liable to Total Grow based on promissory estoppel and breach of contract for failing to consummate the acquisition of Total Grow by the Company. The Company counterclaimed for repayment of $1.5 million principal plus interest loaned by the Company to Total Grow pursuant to the Note & Option. On July 26, 2023, the arbitrator denied all of Total Grow’s claims and defenses, determined that the Company prevailed in its counterclaim, and granted the Company an award of $1.5 million, with interest at the rate of 8% compounded annually beginning on March 15, 2021 until paid in full, and certain other costs. The Award is in full settlement of all claims and counterclaims related to the matter. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net income (loss) | $ (5,699) | $ (136,379) | $ (11,833) | $ (141,556) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
GENERAL (Policies)
GENERAL (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying interim unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. These statements should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (“2022 Form 10-K”). There were no significant changes to our significant accounting policies as disclosed in our 2022 Form 10-K. The results of operations for our interim periods are not necessarily indicative of results for the full fiscal year. All amounts included in the accompanying footnotes to the consolidated financial statements, except share and per share data, are in thousands (000). |
Reclassifications | Reclassifications Certain amounts in the prior period consolidated financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported consolidated net income. |
Use of Estimates | Use of Estimates Management uses estimates and assumptions in preparing these consolidated financial statements in accordance with U.S. GAAP. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported revenues and expenses during the reporting period. Actual results could vary from the estimates that were used. |
New Accounting Pronouncements | 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. In June 2016, FASB issued ASU No. 2016-13, “Financial Instruments — Credit Losses (Topic 326),” changing the impairment model for most financial instruments by requiring companies to recognize an allowance for expected losses, rather than incurred losses as required previously by the other-than-temporary impairment model. The ASU applies to most financial assets measured at amortized cost and certain other instruments, including trade and other receivables, loans, available-for-sale and held-to-maturity debt securities, net investments in leases, and off-balance sheet credit exposures. ASU No. 2016-13 was effective January 1, 2020. The Company has adopted this standard effective January 1, 2023. The adoption of this standard primarily applied to the valuation of the Company’s accounts receivable. Based on the composition of the Company’s accounts receivable, investment portfolio, and other financial assets, including current market conditions and historical credit loss activity, the adoption of this standard did not have a material impact on the Company’s consolidated financial statements or disclosures. Specifically, the Company’s estimate of expected credit losses as of June 30, 2023, using the expected credit loss evaluation process described above, resulted in no adjustments to the provision for credit losses and no cumulative-effect adjustment to accumulated deficit on the adoption date of the standard. |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value of impaired notes receivable | Level June 30, December 31, Cash equivalents 1 $ 10,160 $ 25,087 Marketable securities 2 $ 40,986 $ 31,852 |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of customer trade receivables and customer deposit liability | The opening and closing balances of the Company’s customer trade receivables and customer deposit liability are as follows: Receivables Customer Deposit Liability Opening balance, January 1, 2023 $ 8,336 $ 4,338 Closing balance, June 30, 2023 7,318 3,746 Increase (decrease) $ (1,018) $ (592) Opening balance, January 1, 2022 $ 5,741 $ 11,686 Closing balance, June 30, 2022 8,313 6,294 Increase (decrease) $ 2,572 $ (5,392) |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | June 30, December 31, Vehicles $ 2,603 $ 2,176 Building 2,121 2,121 Leasehold improvements 12,341 12,562 Furniture, fixtures and equipment 14,334 13,195 Capitalized software 2,761 2,644 Construction-in-progress 13,267 9,569 Total property and equipment, gross 47,427 42,267 Accumulated depreciation (16,745) (13,598) Property and equipment, net $ 30,682 $ 28,669 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | The changes in goodwill are as follows: June 30, 2023 December 31, Balance, beginning of period $ 15,978 $ 125,401 Goodwill additions and measurement period adjustments 830 7,234 Impairment — (116,657) Balance, end of period $ 16,808 $ 15,978 The goodwill balance and impairment by segment are as follows: Retail E-commerce Distribution Total Gross carrying value at December 31, 2021 $ 101,811 $ 11,659 $ 11,931 $ 125,401 Acquisitions & measurement period adjustments 1,418 (341) 6,157 7,234 Gross carrying value at December 31, 2022 103,229 11,318 18,088 132,635 Acquisitions & measurement period adjustments 830 — — 830 Gross carrying value, at June 30, 2023 $ 104,059 $ 11,318 $ 18,088 $ 133,465 Accumulated impairment losses at December 31, 2021 $ — $ — $ — $ — Impairment (103,094) (9,848) (3,715) (116,657) Accumulated impairment losses at December 31, 2022 (103,094) (9,848) (3,715) (116,657) Impairment — — — — Accumulated impairment losses at June 30, 2023 $ (103,094) $ (9,848) $ (3,715) $ (116,657) Net carrying value at December 31, 2022 $ 135 $ 1,470 $ 14,373 $ 15,978 Net carrying value at June 30, 2023 $ 965 $ 1,470 $ 14,373 $ 16,808 |
Schedule of intangible assets | A summary of intangible assets is as follows: Weighted-Average Amortization Period of Intangible Assets as of June 30, 2023 (in years) Trade names 2.71 Patents 2.50 Customer relationships 4.11 Non-competes 0.58 Intellectual property 2.67 Total 3.21 Intangible assets consist of the following: June 30, 2023 Gross Accumulated Net Trade names $ 29,063 $ (13,613) $ 15,450 Patents 100 (63) 37 Customer relationships 17,542 (7,686) 9,856 Non-competes 932 (669) 263 Intellectual property 2,065 (964) 1,101 Total $ 49,702 $ (22,995) $ 26,707 December 31, 2022 Gross Accumulated Net Trade names $ 29,062 $ (10,517) $ 18,545 Patents 100 (56) 44 Customer relationships 17,102 (6,501) 10,601 Non-competes 932 (551) 381 Intellectual property 2,065 (758) 1,307 Total $ 49,261 $ (18,383) $ 30,878 Intangibles and impairment by segment are as follows: Retail E-commerce Distribution Total Gross carrying value at December 31, 2021 $ 37,825 $ 2,501 $ 16,698 $ 57,024 Acquisitions & measurement period adjustments 229 — 3,182 3,411 Gross carrying value at December 31, 2022 38,054 2,501 19,880 60,435 Acquisitions & measurement period adjustments 441 — — 441 Gross carrying value at June 30, 2023 $ 38,495 $ 2,501 $ 19,880 $ 60,876 Accumulated amortization at December 31, 2021 $ (6,285) $ (354) $ (1,983) $ (8,622) Amortization (5,721) (460) (3,580) (9,761) Accumulated amortization at December 31, 2022 (12,006) (814) (5,563) (18,383) Amortization (2,572) (224) (1,816) (4,612) Accumulated amortization at June 30, 2023 $ (14,578) $ (1,038) $ (7,379) $ (22,995) Accumulated impairment losses at December 31, 2021 $ — $ — $ — $ — Impairments (11,079) (95) — (11,174) Accumulated impairment losses at December 31, 2022 (11,079) (95) — (11,174) Impairments — — — — Accumulated impairment losses June 30, 2023 $ (11,079) $ (95) $ — $ (11,174) Net carrying value at December 31, 2022 $ 14,969 $ 1,592 $ 14,317 $ 30,878 Net carrying value June 30, 2023 $ 12,838 $ 1,368 $ 12,501 $ 26,707 |
Schedule of future amortization expense | 2023, remainder $ 4,470 2024 8,799 2025 8,426 2026 3,663 2027 1,217 Thereafter 132 Total $ 26,707 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Schedule of lease balances within our condensed consolidated balance sheet | June 30, December 31, Right of use assets, operating lease assets $ 42,692 $ 46,433 Current lease liability $ 8,152 $ 8,131 Non-current lease liability 37,191 40,659 Total lease liability $ 45,343 $ 48,790 |
Schedule of other information related to leases | June 30, June 30, Weighted average remaining lease term 6.26 years 6.60 years Weighted average discount rate 5.8 % 5.6 % |
Schedule of operating lease assets | Three Months Ended June 30, 2023 2022 Operating lease costs $ 2,803 $ 2,783 Variable lease costs 570 477 Short-term lease costs 97 111 Total operating lease costs $ 3,470 $ 3,371 Six Months Ended 2023 2022 Operating lease costs $ 5,696 $ 5,445 Variable lease costs 1,169 1,340 Short-term lease costs 264 237 Total operating lease costs $ 7,129 $ 7,022 |
Schedule of Operating Lease Liabilities Maturity | The following table presents the maturity of the Company’s operating lease liabilities as of June 30, 2023 : 2023 (remainder of the year) $ 5,418 2024 9,923 2025 9,135 2026 7,562 2027 5,534 Thereafter 16,771 Total lease payments 54,343 Less: Imputed interest (9,000) Lease Liability at June 30, 2023 $ 45,343 |
SHARE BASED PAYMENTS (Tables)
SHARE BASED PAYMENTS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of share-based award expense | The following table presents share-based award expense for the three and six months ended June 30, 2023 and 2022: Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Restricted stock $ 947 $ 750 $ 1,514 $ 1,951 Stock options — 16 — 59 Warrants — 340 — 679 Total $ 947 $ 1,106 $ 1,514 $ 2,689 |
Schedule of company’s outstanding stock purchase warrants | Restricted stock activity for the six months ended June 30, 2023 is presented in the following table: Shares Weighted Average Grant Date Fair Value Nonvested, December 31, 2022 614,875 $ 9.41 Granted 1,000,000 $ 3.80 Vested (223,166) $ 6.51 Forfeited (318,750) $ 4.23 Nonvested, June 30, 2023 1,072,959 $ 5.64 |
Schedule of company’s outstanding stock purchase warrants | The table below summarizes all option activity under all plans during the six months ended June 30, 2023: Options Shares Weighted - Weighted - Weighted - Outstanding at December 31, 2022 604,498 $ 3.97 1.87 $ 2.24 Granted — — — — Exercised — — — — Forfeited or expired — — — — Outstanding at June 30, 2023 604,498 $ 3.97 1.38 $ 2.24 Vested at June 30, 2023 604,498 $ 3.97 1.38 $ 2.24 |
Schedule of company’s outstanding stock purchase warrants | A summary of the status of the Company’s outstanding stock purchase warrants for the six months ended June 30, 2023 is as follows: Warrants Weighted Average Outstanding at December 31, 2022 32,500 $ 15.82 Issued — — Exercised — — Forfeited — — Outstanding at June 30, 2023 32,500 $ 15.82 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of weighted average shares (denominator) used in the basic and dilutive earnings per share | The following table sets forth the composition of the weighted average shares (denominator) used in the basic and dilutive earnings per share computation for the three and six months ended June 30, 2023 and 2022: Three Months Ended June 30, June 30, Net income (loss) $ (5,699) $ (136,379) Weighted average shares outstanding, basic 61,077 60,756 Effect of dilution — — Adjusted weighted average shares outstanding, dilutive 61,077 60,756 Basic earnings (loss) per share $ (0.09) $ (2.24) Dilutive earnings (loss) per share $ (0.09) $ (2.24) Six Months Ended June 30, June 30, Net income (loss) $ (11,833) $ (141,556) Weighted average shares outstanding, basic 61,053 60,742 Effect of dilution — — Adjusted weighted average shares outstanding, dilutive 61,053 60,742 Basic earnings (loss) per share $ (0.19) $ (2.33) Dilutive earnings (loss) per share $ (0.19) $ (2.33) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potentially outstanding restricted stock and stock options were excluded from the computation of diluted earnings per share because the effect would have been antidilutive: Three Months Ended June 30, June 30, Restricted stock 1,868 511 Stock options — 202 Total 1,868 713 Six Months Ended June 30, June 30, Restricted stock 1,949 511 Stock options — 320 Total 1,949 831 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of purchase price | The table below represents the allocation of the purchase price to the acquired net assets during the six months ended June 30, 2023. Alaska Other Total Inventory $ 720 $ 867 $ 1,587 Prepaids and other current assets 292 2 294 Furniture and equipment — 47 47 Operating lease right of use asset 630 648 1,278 Operating lease liability (630) (648) (1,278) Customer relationships 440 — 440 Goodwill 577 252 829 Total $ 2,029 $ 1,168 $ 3,197 The table below represents the consideration paid for the net assets acquired in business combinations during the six months ended June 30, 2023. Alaska Other Total Cash $ 1,922 $ 1,128 $ 3,050 Indemnity holdback 107 40 147 Total $ 2,029 $ 1,168 $ 3,197 The table below represents the allocation of the purchase price to the acquired net assets during the six months ended June 30, 2022. HRG Inventory $ 4,170 Prepaids and other current assets 76 Furniture and equipment 148 Operating lease right of use asset 666 Operating lease liability (666) Customer relationships 2,430 Trademark 496 Non-compete 255 Goodwill 5,816 Total $ 13,391 The table below represents the consideration paid for the net assets acquired in business combinations during the six months ended June 30, 2022. HRG Cash $ 6,806 Indemnity stock holdback 875 Common stock 5,710 Total $ 13,391 |
Schedule of revenue and earnings included in consolidated income statement | The following table discloses the date of the acquisitions noted above and the revenue and earnings included in the Condensed Consolidated Statement of Operations for the six months ended June 30, 2023. Alaska Other Total Acquisition date May 23, 2023 Revenue $ 392 $ 916 $ 1,308 Net income (loss) $ (83) $ (32) $ (114) 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 six months ended June 30, 2022. Revenue and earnings amounts include other proprietary brands now being included under HRG for operations. HRG Acquisition date February 1, 2022 Revenue $ 8,086 Net Income (loss) $ 130 |
Schedule of proforma consolidated income statement | The following represents the pro forma Condensed Consolidated Statement of Operations as if the acquisition had been included in the consolidated results of the Company for the entire period for the three and six months ended June 30, 2023, and June 30, 2022. Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Revenue $ 122,966 $ 154,168 $ 122,966 154,168 Net income (loss) $ (11,491) $ (141,670) $ (11,491) (141,670) The following represents the pro forma Condensed Consolidated Statement of Operations as if the acquisition had been included in the consolidated results of the Company for the entire period for the three and six months ended June 30, 2022. Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Revenue $ 70,939 $ 154,542 Net income (loss) $ (8,626) $ (13,802) |
SEGMENTS (Tables)
SEGMENTS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of disaggregation of revenues | Disaggregated revenue by segment is presented in the following table: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Sales, net Retail Private label sales $ 7,200 $ 6,000 $ 13,801 $ 13,096 Non-private label sales 39,717 49,354 72,517 106,554 Total retail 46,917 55,354 86,318 119,650 E-Commerce Private label sales 400 300 661 700 Non-private label sales 3,334 3,395 6,334 8,263 Total e-commerce 3,734 3,695 6,995 8,963 Distribution and other Private label sales 1,700 3,200 3,865 6,000 Non-private label sales 3,200 3,744 7,500 7,947 Commercial fixture sales 8,374 5,100 16,074 10,300 Total distribution and other 13,274 12,044 27,439 24,247 Total $ 63,925 $ 71,093 $ 120,752 $ 152,860 |
Schedule of Segment Reporting Information, by Segment | Selected information by segment is presented in the following tables: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Net sales Retail $ 46,917 $ 55,354 $ 86,318 $ 119,650 E-Commerce 3,734 3,695 6,995 8,963 Distribution and other 13,274 12,044 27,439 24,247 Total $ 63,925 $ 71,093 $ 120,752 $ 152,860 Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Gross profit Retail $ 11,521 $ 15,601 $ 22,258 $ 31,094 E-Commerce 819 709 1,681 2,454 Distribution and other 4,797 3,917 9,487 8,819 Total $ 17,137 $ 20,227 $ 33,426 $ 42,367 Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Income (Loss) from operations Retail $ (6,547) $ (107,103) $ (13,622) $ (114,286) E-Commerce (444) (8,607) (928) (9,039) Distribution and other 425 (21,091) 220 (20,697) Total $ (6,566) $ (136,801) $ (14,330) $ (144,022) |
GENERAL - Narrative (Details)
GENERAL - Narrative (Details) | Jun. 30, 2023 store state |
Accounting Policies [Abstract] | |
Number of stores | store | 62 |
Number of states in which entity operates | state | 18 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of fair value of impaired notes receivable (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Marketable securities | $ 40,986 | $ 31,852 |
Fair Value, Inputs, Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 10,160 | 25,087 |
Fair Value, Inputs, Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Marketable securities | $ 40,986 | $ 31,852 |
REVENUE RECOGNITION - Schedule
REVENUE RECOGNITION - Schedule of customer trade receivables and customer deposit liability (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Receivables | ||
Revenue Recognition, Customer Deposits [Roll Forward] | ||
Opening balance | $ 8,336 | $ 5,741 |
Closing balance | 7,318 | 8,313 |
Increase (decrease) | (1,018) | 2,572 |
Customer Deposit Liability | ||
Revenue Recognition, Customer Deposits [Roll Forward] | ||
Opening balance | 4,338 | 11,686 |
Closing balance | 3,746 | 6,294 |
Increase (decrease) | $ (592) | $ (5,392) |
REVENUE RECOGNITION - Narrative
REVENUE RECOGNITION - Narrative (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue recognized from contract with customer liability | $ 2.9 | $ 11.1 |
PROPERTY AND EQUIPMENT - Schedu
PROPERTY AND EQUIPMENT - Schedule of property and equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 47,427 | $ 42,267 |
Accumulated depreciation | (16,745) | (13,598) |
Property and equipment, net | 30,682 | 28,669 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 2,603 | 2,176 |
Building | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 2,121 | 2,121 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 12,341 | 12,562 |
Furniture, fixtures and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 14,334 | 13,195 |
Capitalized software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 2,761 | 2,644 |
Construction-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 13,267 | $ 9,569 |
PROPERTY AND EQUIPMENT - Narrat
PROPERTY AND EQUIPMENT - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 1.6 | $ 2 | $ 3.3 | $ 3.7 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 USD ($) reportingUnit | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) reportingUnit | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Number of reporting units | reportingUnit | 4 | ||||
Number of reporting units subject to a quantitative assessment | reportingUnit | 3 | 3 | |||
Goodwill impairment | $ | $ 0 | $ 116,657,000 | |||
Amortization expense | $ | $ 2,400,000 | $ 2,800,000 | $ 4,612,000 | $ 5,600,000 | $ 9,761,000 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Schedule of goodwill (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Goodwill [Roll Forward] | ||
Balance, beginning of period | $ 15,978,000 | $ 125,401,000 |
Goodwill additions and measurement period adjustments | 830,000 | 7,234,000 |
Impairment | 0 | (116,657,000) |
Balance, end of period | $ 16,808,000 | $ 15,978,000 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Schedule of goodwill and impairment (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | |||
Beginning balance | $ 132,635,000 | $ 125,401,000 | |
Acquisitions & measurement period adjustments | 830,000 | 7,234,000 | |
Ending balance | 133,465,000 | 132,635,000 | |
Goodwill, Impairment [Roll Forward] | |||
Beginning balance | (116,657,000) | 0 | |
Impairment | 0 | (116,657,000) | |
Ending balance | (116,657,000) | (116,657,000) | |
Net carrying value | 16,808,000 | 15,978,000 | $ 125,401,000 |
Retail | |||
Goodwill [Roll Forward] | |||
Beginning balance | 103,229,000 | 101,811,000 | |
Acquisitions & measurement period adjustments | 830,000 | 1,418,000 | |
Ending balance | 104,059,000 | 103,229,000 | |
Goodwill, Impairment [Roll Forward] | |||
Beginning balance | (103,094,000) | 0 | |
Impairment | 0 | (103,094,000) | |
Ending balance | (103,094,000) | (103,094,000) | |
Net carrying value | 965,000 | 135,000 | |
E-Commerce | |||
Goodwill [Roll Forward] | |||
Beginning balance | 11,318,000 | 11,659,000 | |
Acquisitions & measurement period adjustments | 0 | (341,000) | |
Ending balance | 11,318,000 | 11,318,000 | |
Goodwill, Impairment [Roll Forward] | |||
Beginning balance | (9,848,000) | 0 | |
Impairment | 0 | (9,848,000) | |
Ending balance | (9,848,000) | (9,848,000) | |
Net carrying value | 1,470,000 | 1,470,000 | |
Distribution and other | |||
Goodwill [Roll Forward] | |||
Beginning balance | 18,088,000 | 11,931,000 | |
Acquisitions & measurement period adjustments | 0 | 6,157,000 | |
Ending balance | 18,088,000 | 18,088,000 | |
Goodwill, Impairment [Roll Forward] | |||
Beginning balance | (3,715,000) | 0 | |
Impairment | 0 | (3,715,000) | |
Ending balance | (3,715,000) | (3,715,000) | |
Net carrying value | $ 14,373,000 | $ 14,373,000 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS - Schedule of intangible assets (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Weighted-average amortization period of intangible assets | 3 years 2 months 15 days | ||
Gross Carrying Amount | $ 49,702 | $ 49,261 | |
Accumulated Amortization | (22,995) | (18,383) | $ (8,622) |
Total | $ 26,707 | 30,878 | |
Trade names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted-average amortization period of intangible assets | 2 years 8 months 15 days | ||
Gross Carrying Amount | $ 29,063 | 29,062 | |
Accumulated Amortization | (13,613) | (10,517) | |
Total | $ 15,450 | 18,545 | |
Patents | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted-average amortization period of intangible assets | 2 years 6 months | ||
Gross Carrying Amount | $ 100 | 100 | |
Accumulated Amortization | (63) | (56) | |
Total | $ 37 | 44 | |
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted-average amortization period of intangible assets | 4 years 1 month 9 days | ||
Gross Carrying Amount | $ 17,542 | 17,102 | |
Accumulated Amortization | (7,686) | (6,501) | |
Total | $ 9,856 | 10,601 | |
Non-competes | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted-average amortization period of intangible assets | 6 months 29 days | ||
Gross Carrying Amount | $ 932 | 932 | |
Accumulated Amortization | (669) | (551) | |
Total | $ 263 | 381 | |
Intellectual property | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted-average amortization period of intangible assets | 2 years 8 months 1 day | ||
Gross Carrying Amount | $ 2,065 | 2,065 | |
Accumulated Amortization | (964) | (758) | |
Total | $ 1,101 | $ 1,307 |
GOODWILL AND INTANGIBLE ASSET_6
GOODWILL AND INTANGIBLE ASSETS - Schedule of intangible assets and impairment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Finite Lived Intangible Assets Acquired And Purchase Accounting Adjustments [Roll Forward] | |||||
Beginning balance | $ 60,435 | $ 57,024 | $ 57,024 | ||
Acquisitions & measurement period adjustments | 441 | 3,411 | |||
Ending balance | $ 60,876 | 60,876 | 60,435 | ||
Finite-Lived Intangible Assets, Accumulated Amortization [Roll Forward] | |||||
Beginning balance | (18,383) | (8,622) | (8,622) | ||
Amortization | (2,400) | $ (2,800) | (4,612) | (5,600) | (9,761) |
Ending balance | (22,995) | (22,995) | (18,383) | ||
Finite-Lived Intangible Assets, Accumulated Impairment [Roll Forward] | |||||
Beginning balance | (11,174) | 0 | 0 | ||
Impairments | 0 | (11,174) | |||
Ending balance | (11,174) | (11,174) | (11,174) | ||
Total | 26,707 | 26,707 | 30,878 | ||
Retail | |||||
Finite Lived Intangible Assets Acquired And Purchase Accounting Adjustments [Roll Forward] | |||||
Beginning balance | 38,054 | 37,825 | 37,825 | ||
Acquisitions & measurement period adjustments | 441 | 229 | |||
Ending balance | 38,495 | 38,495 | 38,054 | ||
Finite-Lived Intangible Assets, Accumulated Amortization [Roll Forward] | |||||
Beginning balance | (12,006) | (6,285) | (6,285) | ||
Amortization | (2,572) | (5,721) | |||
Ending balance | (14,578) | (14,578) | (12,006) | ||
Finite-Lived Intangible Assets, Accumulated Impairment [Roll Forward] | |||||
Beginning balance | (11,079) | 0 | 0 | ||
Impairments | 0 | (11,079) | |||
Ending balance | (11,079) | (11,079) | (11,079) | ||
Total | 12,838 | 12,838 | 14,969 | ||
E-Commerce | |||||
Finite Lived Intangible Assets Acquired And Purchase Accounting Adjustments [Roll Forward] | |||||
Beginning balance | 2,501 | 2,501 | 2,501 | ||
Acquisitions & measurement period adjustments | 0 | 0 | |||
Ending balance | 2,501 | 2,501 | 2,501 | ||
Finite-Lived Intangible Assets, Accumulated Amortization [Roll Forward] | |||||
Beginning balance | (814) | (354) | (354) | ||
Amortization | (224) | (460) | |||
Ending balance | (1,038) | (1,038) | (814) | ||
Finite-Lived Intangible Assets, Accumulated Impairment [Roll Forward] | |||||
Beginning balance | (95) | 0 | 0 | ||
Impairments | 0 | (95) | |||
Ending balance | (95) | (95) | (95) | ||
Total | 1,368 | 1,368 | 1,592 | ||
Distribution and other | |||||
Finite Lived Intangible Assets Acquired And Purchase Accounting Adjustments [Roll Forward] | |||||
Beginning balance | 19,880 | 16,698 | 16,698 | ||
Acquisitions & measurement period adjustments | 0 | 3,182 | |||
Ending balance | 19,880 | 19,880 | 19,880 | ||
Finite-Lived Intangible Assets, Accumulated Amortization [Roll Forward] | |||||
Beginning balance | (5,563) | (1,983) | (1,983) | ||
Amortization | (1,816) | (3,580) | |||
Ending balance | (7,379) | (7,379) | (5,563) | ||
Finite-Lived Intangible Assets, Accumulated Impairment [Roll Forward] | |||||
Beginning balance | 0 | $ 0 | 0 | ||
Impairments | 0 | 0 | |||
Ending balance | 0 | 0 | 0 | ||
Total | $ 12,501 | $ 12,501 | $ 14,317 |
GOODWILL AND INTANGIBLE ASSET_7
GOODWILL AND INTANGIBLE ASSETS - Schedule of future amortization expense (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023, remainder | $ 4,470 | |
2024 | 8,799 | |
2025 | 8,426 | |
2026 | 3,663 | |
2027 | 1,217 | |
Thereafter | 132 | |
Total | $ 26,707 | $ 30,878 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | 0% | 1.42% |
LEASES - Narrative (Details)
LEASES - Narrative (Details) | Jun. 30, 2023 |
Minimum | |
Leases (Details) [Line Items] | |
Operating lease remaining lease term | 1 year |
Operating lease extension term | 3 years |
Maximum | |
Leases (Details) [Line Items] | |
Operating lease remaining lease term | 10 years |
Operating lease extension term | 5 years |
LEASES - Schedule of lease bala
LEASES - Schedule of lease balances within our condensed consolidated balance sheet (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Right of use assets, operating lease assets | $ 42,692 | $ 46,433 |
Current lease liability | 8,152 | 8,131 |
Non-current lease liability | 37,191 | 40,659 |
Total | $ 45,343 | $ 48,790 |
LEASES - Schedule of other info
LEASES - Schedule of other information related to leases (Details) | Jun. 30, 2023 | Jun. 30, 2022 |
Leases [Abstract] | ||
Weighted average remaining lease term | 6 years 3 months 3 days | 6 years 7 months 6 days |
Weighted average discount rate | 5.80% | 5.60% |
LEASES - Schedule of operating
LEASES - Schedule of operating lease assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Leases [Abstract] | ||||
Operating lease costs | $ 2,803 | $ 2,783 | $ 5,696 | $ 5,445 |
Variable lease costs | 570 | 477 | 1,169 | 1,340 |
Short-term lease costs | 97 | 111 | 264 | 237 |
Total operating lease costs | $ 3,470 | $ 3,371 | $ 7,129 | $ 7,022 |
LEASES - Schedule of future min
LEASES - Schedule of future minimum rental payments (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
2023 (remainder of the year) | $ 5,418 | |
2024 | 9,923 | |
2025 | 9,135 | |
2026 | 7,562 | |
2027 | 5,534 | |
Thereafter | 16,771 | |
Total lease payments | 54,343 | |
Less: Imputed interest | (9,000) | |
Lease Liability at June 30, 2023 | $ 45,343 | $ 48,790 |
SHARE BASED PAYMENTS - Schedule
SHARE BASED PAYMENTS - Schedule of share-based award expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share Based Payments and Stock Options (Details) - Schedule of share-based payment expense [Line Items] | ||||
Total | $ 947 | $ 1,106 | $ 1,514 | $ 2,689 |
Warrants | ||||
Share Based Payments and Stock Options (Details) - Schedule of share-based payment expense [Line Items] | ||||
Total | 0 | 340 | 0 | 679 |
Restricted stock | ||||
Share Based Payments and Stock Options (Details) - Schedule of share-based payment expense [Line Items] | ||||
Total | 947 | 750 | 1,514 | 1,951 |
Stock options | ||||
Share Based Payments and Stock Options (Details) - Schedule of share-based payment expense [Line Items] | ||||
Total | $ 0 | $ 16 | $ 0 | $ 59 |
SHARE BASED PAYMENTS (Details)
SHARE BASED PAYMENTS (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jul. 15, 2023 employee | |
Share Based Payments and Stock Options (Details) [Line Items] | |||||
Stock-based compensation expense | $ 947 | $ 1,106 | $ 1,514 | $ 2,689 | |
Liability Awards | |||||
Share Based Payments and Stock Options (Details) [Line Items] | |||||
Award vesting period | 3 years | ||||
Liability relieved to additional paid-in capital | $ 700 | ||||
Incremental expense | 100 | ||||
Liability Awards | Subsequent Event | |||||
Share Based Payments and Stock Options (Details) [Line Items] | |||||
Number of employee subjected to awards | employee | 3 | ||||
Option | |||||
Share Based Payments and Stock Options (Details) [Line Items] | |||||
Unamortized share-based compensation | $ 5,400 | ||||
Weighted average period | 3 years 1 month 6 days | ||||
Common Stock Warrants | |||||
Share Based Payments and Stock Options (Details) [Line Items] | |||||
Stock-based compensation expense | $ 0 | $ 340 | $ 0 | $ 679 |
SHARE BASED PAYMENTS - Restrict
SHARE BASED PAYMENTS - Restricted Stock Activity (Details) - Restricted stock | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Shares | |
Nonvested, beginning balance (in shares) | shares | 614,875 |
Granted (in shares) | shares | 1,000,000 |
Vested (in shares) | shares | (223,166) |
Forfeited (in shares) | shares | (318,750) |
Nonvested, ending balance (in shares) | shares | 1,072,959 |
Weighted Average Grant Date Fair Value | |
Nonvested, beginning balance (in dollars per share) | $ / shares | $ 9.41 |
Granted (in dollars per share) | $ / shares | 3.80 |
Vested (in dollars per share) | $ / shares | 6.51 |
Forfeited (in dollars per share) | $ / shares | 4.23 |
Nonvested, ending balance (in dollars per share) | $ / shares | $ 5.64 |
SHARE BASED PAYMENTS - Schedu_2
SHARE BASED PAYMENTS - Schedule of stock options (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Shares | ||
Beginning balance, Outstanding (in shares) | 604,498 | |
Granted (in shares) | 0 | |
Exercised (in shares) | 0 | |
Forfeited or expired (in shares) | 0 | |
Ending balance, Outstanding (in shares) | 604,498 | 604,498 |
Weighted - Average Exercise Price | ||
Weighted - Average Exercise Price, Outstanding beginning balance (in dollars per share) | $ 3.97 | |
Weighted - Average Exercise Price, Granted (in dollars per share) | 0 | |
Weighted - Average Exercise Price, Exercised (in dollars per share) | 0 | |
Weighted - Average Exercise Price, Forfeited or expired (in dollars per share) | 0 | |
Weighted - Average Exercise Price, Outstanding ending balance (in dollars per share) | $ 3.97 | $ 3.97 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Weighted - Average Remaining Contractual Term, Outstanding beginning | 1 year 10 months 13 days | |
Weighted - Average Remaining Contractual Term, Outstanding ending | 1 year 4 months 17 days | |
Weighted - Average Grant Date Fair Value, Outstanding beginning balance (in dollars per share) | $ 2.24 | |
Weighted - Average Grant Date Fair Value, Granted (in dollars per share) | 0 | |
Weighted - Average Grant Date Fair Value, Exercised (in dollars per share) | 0 | |
Weighted - Average Grant Date Fair Value, Forfeited or expired (in dollars per share) | 0 | |
Weighted - Average Grant Date Fair Value Outstanding ending balance (in dollars per share) | $ 2.24 | $ 2.24 |
Options Vested (in shares) | 604,498 | |
Weighted - Average Exercise Price, Vested (in dollars per share) | $ 3.97 | |
Weighted - Average Remaining Contractual Term, Vested | 1 year 4 months 17 days | |
Weighted - Average Grant Date Fair Value, Options Vested (in dollars per share) | $ 2.24 |
SHARE BASED PAYMENTS - Schedu_3
SHARE BASED PAYMENTS - Schedule of company’s outstanding stock purchase warrants (Details) | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Warrants | |
Outstanding, beginning balance (in shares) | shares | 32,500 |
Issued (in shares) | shares | 0 |
Exercised (in shares) | shares | 0 |
Forfeited (in shares) | shares | 0 |
Outstanding, ending balance (in shares) | shares | 32,500 |
Weighted Average Exercise Price | |
Weighted Average Exercise Price Outstanding, beginning (in dollars per share) | $ / shares | $ 15.82 |
Weighted Average Exercise Price, Issued (in dollars per share) | $ / shares | 0 |
Weighted Average Exercise Price, Exercised (in dollars per share) | $ / shares | 0 |
Weighted Average Exercise Price, Forfeited (in dollars per share) | $ / shares | 0 |
Weighted Average Exercise Price Outstanding, ending (in dollars per share) | $ / shares | $ 15.82 |
EARNINGS (LOSS) PER SHARE - Sch
EARNINGS (LOSS) PER SHARE - Schedule of weighted average shares (denominator) used in the basic and dilutive earnings per share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Net income (loss) | $ (5,699) | $ (136,379) | $ (11,833) | $ (141,556) |
Weighted average shares outstanding, basic (in shares) | 61,077 | 60,756 | 61,053 | 60,742 |
Effect of dilution (in shares) | 0 | 0 | 0 | 0 |
Adjusted weighted average shares outstanding, dilutive (in shares) | 61,077 | 60,756 | 61,053 | 60,742 |
Basic earnings (loss) per share (in dollars per share) | $ (0.09) | $ (2.24) | $ (0.19) | $ (2.33) |
Dilutive earnings (loss) per share (in dollars per share) | $ (0.09) | $ (2.24) | $ (0.19) | $ (2.33) |
EARNINGS (LOSS) PER SHARE - S_2
EARNINGS (LOSS) PER SHARE - Schedule of antidilutive securities excluded from the computation of earnings per share (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,868 | 713 | 1,949 | 831 |
Restricted stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,868 | 511 | 1,949 | 511 |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 202 | 0 | 320 |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | |||
Feb. 01, 2022 | Jun. 30, 2023 | May 23, 2023 | Jun. 30, 2022 | |
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items] | ||||
Goodwill, purchase accounting adjustments | $ 1,300 | |||
Total | 3,197 | |||
Cash | 3,050 | |||
Indemnity stock holdback | 147 | |||
Goodwill | 829 | |||
Alaska | ||||
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items] | ||||
Total | 2,029 | $ 2,000 | ||
Cash | 1,922 | 1,900 | ||
Indemnity stock holdback | 107 | 100 | ||
Goodwill | $ 577 | |||
Other | ||||
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items] | ||||
Total | 1,168 | |||
Cash | 1,128 | |||
Indemnity stock holdback | 40 | |||
Goodwill | 252 | |||
Other | Minimum | ||||
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items] | ||||
Indemnity stock holdback | $ 100 | |||
HRG | ||||
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items] | ||||
Total | $ 13,391 | |||
Cash | 6,806 | |||
Indemnity stock holdback | $ 900 | 875 | ||
Goodwill | $ 5,816 | |||
Consideration for purchase | 13,400 | |||
Cash consideration for purchase | 6,800 | |||
Equity consideration for purchase | $ 5,700 |
ACQUISITIONS - Schedule of purc
ACQUISITIONS - Schedule of purchase price (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | May 23, 2023 | Jun. 30, 2022 |
Business Acquisition, Contingent Consideration [Line Items] | |||
Inventory | $ 1,587 | ||
Prepaids and other current assets | 294 | ||
Furniture and equipment | 47 | ||
Operating lease right of use asset | 1,278 | ||
Operating lease liability | (1,278) | ||
Customer relationships | 440 | ||
Goodwill | 829 | ||
Total | 3,197 | ||
Alaska | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Inventory | 720 | ||
Prepaids and other current assets | 292 | ||
Furniture and equipment | 0 | ||
Operating lease right of use asset | 630 | ||
Operating lease liability | (630) | ||
Customer relationships | 440 | ||
Goodwill | $ 577 | ||
Total | 2,029 | $ 2,000 | |
Other | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Inventory | 867 | ||
Prepaids and other current assets | 2 | ||
Furniture and equipment | 47 | ||
Operating lease right of use asset | 648 | ||
Operating lease liability | (648) | ||
Customer relationships | 0 | ||
Goodwill | 252 | ||
Total | $ 1,168 | ||
HRG | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Inventory | $ 4,170 | ||
Prepaids and other current assets | 76 | ||
Furniture and equipment | 148 | ||
Operating lease right of use asset | 666 | ||
Operating lease liability | (666) | ||
Customer relationships | 2,430 | ||
Trademark | 496 | ||
Non-compete | 255 | ||
Goodwill | 5,816 | ||
Total | $ 13,391 |
ACQUISITIONS - Schedule of cons
ACQUISITIONS - Schedule of consideration paid (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | May 23, 2023 | Jun. 30, 2022 | Feb. 01, 2022 |
Business Acquisition, Contingent Consideration [Line Items] | ||||
Cash | $ 3,050 | |||
Indemnity stock holdback | 147 | |||
Total | 3,197 | |||
Alaska | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Cash | 1,922 | $ 1,900 | ||
Indemnity stock holdback | 107 | 100 | ||
Total | 2,029 | $ 2,000 | ||
Other | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Cash | 1,128 | |||
Indemnity stock holdback | 40 | |||
Total | $ 1,168 | |||
HRG | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Cash | $ 6,806 | |||
Indemnity stock holdback | 875 | $ 900 | ||
Common stock | 5,710 | |||
Total | $ 13,391 |
ACQUISITIONS - Schedule of reve
ACQUISITIONS - Schedule of revenue and earnings included in consolidated income statement (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items] | ||
Revenue | $ 1,308 | |
Net Income (loss) | $ (114) | |
HRG | ||
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items] | ||
Acquisition date | Feb. 01, 2022 | |
Revenue | $ 8,086 | |
Net Income (loss) | $ 130 | |
Alaska | ||
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items] | ||
Acquisition date | May 23, 2023 | |
Revenue | $ 392 | |
Net Income (loss) | (83) | |
Other | ||
Acquisitions (Details) - Schedule of revenue and earnings included in consolidated income statement [Line Items] | ||
Revenue | 916 | |
Net Income (loss) | $ (32) |
ACQUISITIONS - Schedule of pro
ACQUISITIONS - Schedule of pro forma consolidated income statement (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Alaska | ||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Revenue | $ 122,966 | $ 154,168 | $ 122,966 | $ 154,168 |
Net income (loss) | $ (11,491) | (141,670) | $ (11,491) | (141,670) |
HRG | ||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Revenue | 70,939 | 154,542 | ||
Net income (loss) | $ (8,626) | $ (13,802) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Loss Contingencies [Line Items] | |||
Notes receivable | $ 0 | $ 1,214 | |
Notes receivable, allowance for credit loss, current | 1,700 | $ 1,300 | |
GrowGeneration Corp. vs TGC Systems, LLC | Pending Litigation | |||
Loss Contingencies [Line Items] | |||
Notes receivable | $ 1,500 | ||
Notes receivable, allowance for credit loss, current | $ 1,500 |
SEGMENTS - Schedule of Disaggre
SEGMENTS - Schedule of Disaggregation of Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Sales, net | $ 63,925 | $ 71,093 | $ 120,752 | $ 152,860 |
Retail | ||||
Segment Reporting Information [Line Items] | ||||
Sales, net | 46,917 | 55,354 | 86,318 | 119,650 |
Retail | Private label sales | ||||
Segment Reporting Information [Line Items] | ||||
Sales, net | 7,200 | 6,000 | 13,801 | 13,096 |
Retail | Non-private label sales | ||||
Segment Reporting Information [Line Items] | ||||
Sales, net | 39,717 | 49,354 | 72,517 | 106,554 |
E-Commerce | ||||
Segment Reporting Information [Line Items] | ||||
Sales, net | 3,734 | 3,695 | 6,995 | 8,963 |
E-Commerce | Private label sales | ||||
Segment Reporting Information [Line Items] | ||||
Sales, net | 400 | 300 | 661 | 700 |
E-Commerce | Non-private label sales | ||||
Segment Reporting Information [Line Items] | ||||
Sales, net | 3,334 | 3,395 | 6,334 | 8,263 |
Distribution and other | ||||
Segment Reporting Information [Line Items] | ||||
Sales, net | 13,274 | 12,044 | 27,439 | 24,247 |
Distribution and other | Private label sales | ||||
Segment Reporting Information [Line Items] | ||||
Sales, net | 1,700 | 3,200 | 3,865 | 6,000 |
Distribution and other | Non-private label sales | ||||
Segment Reporting Information [Line Items] | ||||
Sales, net | 3,200 | 3,744 | 7,500 | 7,947 |
Distribution and other | Commercial fixture sales | ||||
Segment Reporting Information [Line Items] | ||||
Sales, net | $ 8,374 | $ 5,100 | $ 16,074 | $ 10,300 |
SEGMENTS - Schedule of Segment
SEGMENTS - Schedule of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Net sales | $ 63,925 | $ 71,093 | $ 120,752 | $ 152,860 |
Gross profit | 17,137 | 20,227 | 33,426 | 42,367 |
Income (Loss) from operations | (6,566) | (136,801) | (14,330) | (144,022) |
Retail | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 46,917 | 55,354 | 86,318 | 119,650 |
Gross profit | 11,521 | 15,601 | 22,258 | 31,094 |
Income (Loss) from operations | (6,547) | (107,103) | (13,622) | (114,286) |
E-Commerce | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 3,734 | 3,695 | 6,995 | 8,963 |
Gross profit | 819 | 709 | 1,681 | 2,454 |
Income (Loss) from operations | (444) | (8,607) | (928) | (9,039) |
Distribution and other | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 13,274 | 12,044 | 27,439 | 24,247 |
Gross profit | 4,797 | 3,917 | 9,487 | 8,819 |
Income (Loss) from operations | $ 425 | $ (21,091) | $ 220 | $ (20,697) |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ in Thousands | Jul. 26, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Subsequent Event [Line Items] | ||||
Notes receivable | $ 0 | $ 1,214 | ||
Pending Litigation | GrowGeneration Corp. vs TGC Systems, LLC | ||||
Subsequent Event [Line Items] | ||||
Notes receivable | $ 1,500 | |||
Subsequent Event | Settled Litigation | GrowGeneration Corp. vs TGC Systems, LLC | ||||
Subsequent Event [Line Items] | ||||
Notes receivable | $ 1,500 | |||
Interest rate | 8% |