Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 29, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 198,511,173 | ||
Entity Common Stock, Shares Outstanding | 61,504,051 | ||
Documents Incorporated by Reference | Portions of a Definitive Proxy Statement for the registrant's 2024 Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission within 120 days after the close of the fiscal year covered by this Form 10-K, are incorporated into Part III of this Form 10-K. | ||
Entity Central Index Key | 0001604868 | ||
Amendment Flag | false | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 |
Audit Information
Audit Information | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Audit Information [Abstract] | |||
Auditor Name | Grant Thornton LLP | Grant Thornton LLP | Plante & Moran, PLLC |
Auditor Location | Denver, Colorado | Denver, Colorado | Denver, Colorado |
Auditor Firm ID | 248 | 248 | 166 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 29,757 | $ 40,054 |
Marketable securities | 35,212 | 31,852 |
Accounts receivable, net of allowance for credit losses of $1.4 million and $0.7 million at December 31, 2023 and 2022, respectively | 8,895 | 8,336 |
Notes receivable, long-term, net of allowance for credit losses of $1.7 million and $1.3 million at December 31, 2023 and 2022, respectively | 193 | 1,214 |
Inventory | 64,905 | 77,091 |
Prepaid income taxes | 516 | 5,679 |
Prepaid and other current assets | 7,973 | 6,455 |
Total current assets | 147,451 | 170,681 |
Property and equipment, net | 27,052 | 28,669 |
Operating leases right-of-use assets, net | 39,933 | 46,433 |
Notes receivable, long-term | 106 | 0 |
Intangible assets, net | 16,180 | 30,878 |
Goodwill | 7,525 | 15,978 |
Other assets | 843 | 803 |
TOTAL ASSETS | 239,090 | 293,442 |
Current liabilities: | ||
Accounts payable | 11,666 | 15,728 |
Accrued liabilities | 2,530 | 1,535 |
Payroll and payroll tax liabilities | 2,169 | 4,671 |
Customer deposits | 5,359 | 4,338 |
Sales tax payable | 1,185 | 1,341 |
Current maturities of operating lease liability | 8,021 | 8,131 |
Current portion of long-term debt | 0 | 50 |
Total current liabilities | 30,930 | 35,794 |
Operating lease liability, net of current maturities | 34,448 | 40,659 |
Other long-term liabilities | 317 | 593 |
Total liabilities | 65,695 | 77,046 |
Commitments and contingencies (Note 15) | ||
Stockholders’ Equity: | ||
Common stock; $.001 par value; 100,000,000 shares authorized; 61,483,762 and 61,010,155 shares issued and outstanding as of December 31, 2023 and 2022, respectively | 61 | 61 |
Additional paid-in capital | 373,433 | 369,938 |
Retained earnings (deficit) | (200,099) | (153,603) |
Total stockholders’ equity | 173,395 | 216,396 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 239,090 | $ 293,442 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for credit loss, current | $ 1,400 | $ 700 |
Notes receivable, allowance for credit loss, current | $ 1,700 | $ 1,300 |
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) | 61,483,762 | 61,010,155 |
Common stock, shares, outstanding (in shares) | 61,483,762 | 61,010,155 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Net sales | $ 225,882 | $ 278,166 | $ 422,489 |
Cost of sales (exclusive of depreciation and amortization shown below) | 164,624 | 207,903 | 304,248 |
Gross profit | 61,258 | 70,263 | 118,241 |
Operating expenses: | |||
Store operations and other operational expenses | 48,082 | 54,680 | 49,742 |
Selling, general, and administrative | 29,799 | 36,758 | 39,469 |
Estimated credit losses | 955 | 1,737 | 1,428 |
Depreciation and amortization | 16,607 | 17,132 | 12,600 |
Impairment loss | 15,659 | 127,831 | 0 |
Total operating expenses | 111,102 | 238,138 | 103,239 |
Income (loss) from operations | (49,844) | (167,875) | 15,002 |
Other income (expense): | |||
Other income (expense) | 781 | 684 | (216) |
Interest income | 2,696 | 580 | 486 |
Interest expense | (97) | (21) | (43) |
Total other income (expense) | 3,380 | 1,243 | 227 |
Net income (loss) before taxes | (46,464) | (166,632) | 15,229 |
Benefit (provision) for income taxes | (32) | 2,885 | (2,443) |
Net income (loss) | $ (46,496) | $ (163,747) | $ 12,786 |
Net income (loss) per share, basic (in dollars per share) | $ (0.76) | $ (2.69) | $ 0.22 |
Net income (loss) per share, diluted (in dollars per share) | $ (0.76) | $ (2.69) | $ 0.21 |
Weighted average shares outstanding, basic (in shares) | 61,181,000 | 60,813,000 | 59,223,000 |
Weighted average shares outstanding, diluted (in shares) | 61,181,000 | 60,813,000 | 60,464,000 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Earnings (Deficit) |
Beginning balance (in shares) at Dec. 31, 2020 | 57,152,000 | |||
Beginning balance at Dec. 31, 2020 | $ 316,997 | $ 57 | $ 319,582 | $ (2,642) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Common stock issued upon warrant exercise (in shares) | 256,000 | |||
Common stock issued upon warrant exercise | 335 | 335 | ||
Common stock issued upon cashless exercise of warrants (in shares) | 657,000 | |||
Common stock issued upon cashless exercise of warrants | 0 | $ 1 | (1) | |
Common stock issued upon exercise of options (in shares) | 469,000 | |||
Common stock issued upon exercise of options | 1,758 | $ 1 | 1,757 | |
Common stock issued upon cashless exercise of options (in shares) | 325,000 | |||
Common stock issued in connection with business combinations (in shares) | 807,000 | |||
Common stock issued in connection with business combinations | 37,272 | $ 1 | 37,271 | |
Common stock issued in connection with purchase of intangible assets (in shares) | 4,000 | |||
Common stock issued in connection with purchase of intangible assets | 168 | 168 | ||
Common stock issued for accrued share-based compensation (in shares) | 204,000 | |||
Common stock issued for services (in shares) | 145,000 | |||
Common stock issued for services | 717 | 717 | ||
Common stock redeemed in litigation settlement (in shares) | (90,000) | |||
Share-based compensation | 1,258 | 1,258 | ||
Non-cash repurchase of liability awards | 0 | |||
Liability redemption associated with business acquisition | 0 | |||
Net income (loss) | 12,786 | 12,786 | ||
Ending balance (in shares) at Dec. 31, 2021 | 59,929,000 | |||
Ending balance at Dec. 31, 2021 | 371,291 | $ 60 | 361,087 | 10,144 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Common stock issued upon cashless exercise of warrants (in shares) | 14,000 | |||
Common stock issued upon cashless exercise of warrants | 0 | |||
Common stock issued upon exercise of options (in shares) | 8,000 | |||
Common stock issued upon exercise of options | 33 | 33 | ||
Common stock issued upon cashless exercise of options (in shares) | 20,000 | |||
Common stock issued in connection with business combinations (in shares) | 650,000 | |||
Common stock issued in connection with business combinations | 5,711 | $ 1 | 5,710 | |
Adjustment for prior period acquisition | 39 | 39 | ||
Common stock issued for accrued share-based compensation (in shares) | 339,000 | |||
Share-based compensation | 4,514 | 4,514 | ||
Common stock issued in connection with asset acquisition (in shares) | 50,000 | |||
Common stock issued in connection with asset acquisition | 173 | 173 | ||
Common stock withheld for employee payroll taxes | (1,618) | (1,618) | ||
Non-cash repurchase of liability awards | 0 | |||
Liability redemption associated with business acquisition | 0 | |||
Net income (loss) | $ (163,747) | (163,747) | ||
Ending balance (in shares) at Dec. 31, 2022 | 61,010,155 | 61,010,000 | ||
Ending balance at Dec. 31, 2022 | $ 216,396 | $ 61 | 369,938 | (153,603) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Common stock issued for accrued share-based compensation (in shares) | 439,000 | |||
Share-based compensation | 2,985 | 2,985 | ||
Common stock withheld for employee payroll taxes | (263) | (263) | ||
Non-cash 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) | $ (46,496) | (46,496) | ||
Ending balance (in shares) at Dec. 31, 2023 | 61,483,762 | 61,484,000 | ||
Ending balance at Dec. 31, 2023 | $ 173,395 | $ 61 | $ 373,433 | $ (200,099) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net income (loss) | $ (46,496) | $ (163,747) | $ 12,786 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 16,607 | 17,132 | 12,600 |
Estimated credit losses | 955 | 1,737 | 1,428 |
Share-based compensation | 3,171 | 4,967 | 6,585 |
Impairment loss related to goodwill and intangible assets | 15,526 | 127,831 | 0 |
Impairment loss on operating lease right-of-use assets | 133 | 0 | 0 |
Provision for deferred income taxes | 0 | (2,359) | 1,609 |
Loss on disposal of fixed assets | 218 | 568 | 198 |
Change in value of marketable securities | (1,438) | 0 | 0 |
(Increase) decrease in: | |||
Accounts and notes receivable | (300) | (3,106) | (1,896) |
Inventory | 13,773 | 32,890 | (34,690) |
Prepaid expenses and other assets | 3,898 | 10,827 | (9,937) |
Accounts payable and accrued liabilities | (3,035) | (3,359) | 3,285 |
Operating leases | 46 | 508 | 1,282 |
Customer deposits | 1,021 | (8,590) | 6,362 |
Payroll and payroll tax liabilities | (2,502) | (2,769) | 4,785 |
Sales taxes payable | (156) | (582) | 762 |
Net cash and cash equivalents provided by (used in) operating activities | 1,421 | 11,948 | 5,159 |
Cash flows from investing activities: | |||
Acquisitions, net of cash acquired | (3,050) | (7,230) | (80,784) |
Purchase of property and equipment | (6,698) | (12,896) | (18,740) |
Purchase of marketable securities | (98,680) | (38,692) | (75,000) |
Maturities of marketable securities | 96,758 | 46,633 | 35,207 |
Proceeds from disposals of assets | 265 | 612 | 0 |
Net cash and cash equivalents provided by (used in) investing activities | (11,405) | (11,573) | (139,317) |
Cash flows from financing activities: | |||
Principal payments on long term debt | (50) | (108) | (83) |
Common stock withheld for employee payroll taxes | (263) | (1,618) | (4,391) |
Proceeds from the sales of common stock and exercise of warrants and options, net of expenses | 0 | 33 | 2,092 |
Net cash and cash equivalents (used in) provided by financing activities | (313) | (1,693) | (2,382) |
Net increase (decrease) in cash and cash equivalents | (10,297) | (1,318) | (136,540) |
Cash and cash equivalents at beginning of year | 40,054 | 41,372 | 177,912 |
Cash and cash equivalents at end of year | 29,757 | 40,054 | 41,372 |
Supplemental Information: | |||
Cash paid for interest | 98 | 21 | 43 |
Cash paid for income taxes | 93 | 0 | 6,072 |
Right to use assets acquired under new operating leases | 4,289 | 9,607 | 32,875 |
Indemnity holdback from business acquisition | 0 | 875 | 0 |
Non-cash repurchase of liability awards | 653 | 0 | 0 |
Non-cash issuance of a note receivable | 299 | 0 | 0 |
Common stock issued for business combinations | 0 | 5,710 | 37,272 |
Liability redemption associated with business acquisition | 120 | 0 | 0 |
Common stock issued for intangible assets | $ 0 | $ 173 | $ 168 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | NATURE OF OPERATIONS GrowGeneration Corp. (together with its direct and indirect wholly-owned subsidiaries, collectively "GrowGeneration" or the "Company") was incorporated in Colorado in 2014. Since then, GrowGeneration has grown from a small chain of specialty retail hydroponic and organic garden centers to a multifaceted business with diverse assets. Today, GrowGeneration operates two major lines of business: its Cultivation and Gardening segment, composed of the Company's hydroponic and organic gardening business; and its Storage Solutions segment, composed of the Company's benching, racking, and storage solutions business. As of December 31, 2023, GrowGeneration has 50 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, Mobile Media or MMI. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Consolidation The Consolidated Financial Statements have been prepared under the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 105-10, Generally Accepted Accounting Principles , in accordance with accounting principles generally accepted in the U.S. ("GAAP"). The Consolidated Financial Statements include the accounts of GrowGeneration Corp. and its direct and indirect wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. All amounts included in the accompanying notes to the Consolidated Financial Statements, except 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 Statements of Operations. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that 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. Segment Reporting The Company continually monitors and reviews its segment reporting structure in accordance with authoritative guidance for changes in management's approach or changes in other facts and circumstances that might result in different segment reporting. During the fourth quarter of 2023, the Company realigned its operating and reportable segments to correspond with changes to its operating model, management structure, and internal reporting and to better align with how the chief operating decision maker ("CODM") makes operating decisions, allocates resources, and assesses performance. Accordingly, the Company identified two operating segments, each its own reportable segment, based on its major lines of business: the Cultivation and Gardening segment, composed of the Company's hydroponic and organic gardening business; and the Storage Solutions segment, composed of the Company's benching, racking, and storage solutions business. Comparative prior period disclosures have been recast to conform to the current segment presentation. Refer to Note 14, Segments, for additional information regarding the Company's reportable segments. Revenue Recognition The Company's revenue is primarily generated from sales of its hydroponic and organic gardening proprietary brand products and non-proprietary brand products through its retail locations, e-commerce platforms, wholesale distribution, and commercial sales organization. In addition to its hydroponic and organic gardening product sales, the Company sells and installs commercial fixtures through its benching, racking, and storage solutions business . The Company recognizes revenue when performance obligations under the terms of a contract with its customer are satisfied. Revenue is recognized at the point in time when the Company has satisfied its performance obligation and the customer has obtained control of the products or when services have been completed. In evaluating the timing of the transfer of control of products to customers, the Company considers several control indicators, including significant risks and rewards of products, the Company's right to payment, and the legal title of the products. Based on the assessment of control indicators, product sales are typically recognized when product is made available to the carrier or picked up by the customer. Promises related to product installation are considered a separate performance obligation from the product sale because the products can be used without customization or modification and the installation is not complex and can be performed by other vendors. Installation revenue is recognized upon completion of the installation services. Revenues are measured as the amount of consideration that the Company expects to receive, which is derived from a list price reduced by variable consideration, which includes applicable sales discounts and estimated expected sales returns. The majority of the Company's returns come from retail sales. Estimating future returns requires judgment based on current and historical trends, and actual returns may vary from management's estimates. Sales and other taxes collected concurrent with revenue producing activities are also excluded from revenue. The Company provides standard assurance type warranties that its products and installation services will comply with all agreed-upon specifications. No services beyond an assurance type warranty are provided to customers. Payment for goods and services sold by the Company is typically due upon satisfaction of the performance obligations. Under certain circumstances, the Company does provide goods and services to customers on a credit basis (see Accounts Receivable, Notes Receivable and Concentration of Credit Risk below). When the Company receives payment from customers before the customer obtains control of the merchandise or the service has been performed, the amount received is recorded as a customer deposit in the accompanying Consolidated Balance Sheets until the sale or service is complete. In accordance with ASC 606, Revenue from Contracts with Customers , the Company has elected the practical expedient to exclude the value of remaining performance obligations for contracts with an original term of one year or less and the practical expedient for shipping and handling costs. Shipping and handling costs incurred to deliver products to customers are accounted for as fulfillment activities, rather than a promised service, and as such are included in Cost of sales in the Consolidated Statements of Operations. Cost of Sales Cost of sales includes cost of goods and shipping costs. Cost of goods consists of cost of merchandise, inbound freight, and other inventory-related costs, such as shrinkage costs and lower of cost or market adjustments. Occupancy expenses of the Company's retail locations and distribution centers, which consist of payroll, rent, and other lease required costs, including common area maintenance and utilities, are included as a component of Store operations and other operational expenses on the Consolidated Statements of Operations. The Company does not consider these occupancy expenses to be part of the costs to bring its products to the finished condition and therefore records such costs as Store operations and other operational expenses rather than Cost of sales. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company's cash equivalents consist primarily of money market funds. Financial instruments that potentially expose the Company to concentrations of risk consist primarily of cash and cash equivalents and accounts receivable, which are generally not collateralized. The Company's policy is to place its cash and cash equivalents with high-quality financial institutions in order to limit the amount of credit exposure. Accounts at each institution are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. Additionally, certain cash equivalents maintained with investment institutions are insured by a combination of the Securities Investor Protection Corporation ("SIPC") up to $500,000, which includes a $250,000 limit for cash, and additional private insurance, which mitigates the Company's exposure. At December 31, 2023 and 2022, the Company had approximately $20.8 million and $34.3 million, respectively, in excess of the FDIC, SIPC, and other insurance limits. Marketable Securities Marketable securities investments primarily consist of fixed-income securities with short-term maturities, which are not actively traded by the Company. The marketable securities are classified as available-for-sale and are carried at fair value based on quoted market prices. Changes in fair value of marketable securities, principally derived from accretion of discounts, was $1.4 million for the year ended December 31, 2023 and immaterial for the years ended December 31, 2022 and 2021, and included in Interest income on the Consolidated Statements of Operations. Changes in fair value of marketable securities related to unrealized gains and losses were immaterial for the years ended December 31, 2023, 2022, and 2021. Accounts Receivable Accounts receivable consist primarily of trade receivables stated at the amount of consideration that the Company expects to collect from balances outstanding at period-end, net of allowances for credit losses. The Company estimates its allowance for credit losses and the related expected credit loss based upon the Company's historical credit loss experience and the age of the account adjusted for asset-specific risk characteristics, current economic conditions, relationship with the customer, and reasonable forecasts. Accounts receivable are written off or fully reserved when collection of amounts due is deemed improbable. Indicators of improbable collection include client bankruptcy, client litigation, client cash flow difficulties, and ongoing service or billing disputes. Credit is generally extended on a short-term basis, thus current receivables do not bear interest. Interest on past due balances are subject to an interest charge of 1.5% per month. Notes Receivable From time-to-time, the Company has executed notes receivables to third parties secured by collateral. Notes receivable generally have terms of 12 months to 18 months and bear interest from 6 to 12% per annum. Generally, the underlying collateral is product or equipment financed by the note receivable. Notes receivable are stated at the amount the Company expects to collect from balances outstanding at period-end, net of allowances for credit losses. The Company estimates its allowance for credit losses and the related expected credit loss based upon the Company's historical credit loss experience and the age of the account adjusted for asset-specific risk characteristics, current economic conditions, relationship with the customer, and reasonable forecasts. A reserve for uncollectible notes receivable is established when collection of amounts due is deemed improbable. Indicators of improbable collection include client bankruptcy, client litigation, client cash flow difficulties, and ongoing service or billing disputes. When management determines, after considering economic and business conditions and collection efforts, that an allowance for credit losses is necessary for a note receivable or collection of interest on the note is improbable, the accrual of interest on the instrument ceases. Any payment received on such non-accrual note receivable is recorded as interest income when the payment is received. Once payments of principal and interest are current, the Company resumes accruing interest on the note receivable. The Company periodically reviews the value of the underlying collateral for the note receivable and evaluates whether the value of the collateral continues to provide adequate security for the note. Should the value of the underlying collateral become less than the outstanding principal and interest, the Company will determine whether an allowance or impairment of the note receivable and related accrued interest is necessary. As of December 31, 2023 and 2022, the Company believes the value of the underlying collateral to be sufficient and in excess of the respective outstanding principal and accrued interest, net of recognized allowance for doubtful accounts. Concentration of Credit Risk The Company is exposed to credit risk in the normal course of business, primarily related to accounts receivable and notes receivable. The Company is affected by general economic conditions in the U.S. To limit credit risk, management periodically reviews and evaluates the financial condition of customers and maintains an allowance for credit losses. As of December 31, 2023 and 2022, the Company does not believe that it has significant credit risk. Inventory Inventory consists predominantly of finished goods, including gardening supplies and materials, fixtures, and equipment, and is recorded at the lower of cost (weighted average cost method) or net realizable value. The Company periodically reviews the value of items in inventory and provides write-downs or write-offs of inventory based on its assessment of market conditions. Write-downs and write-offs are charged to cost of sales. During the years ended December 31, 2023, 2022, and 2021, the Company recorded $4.8 million, $7.8 million, and $5.3 million, respectively, to inventory write-downs due to shrink and obsolescence. Property and Equipment Property and equipment are recorded at cost, or at the allocated fair value for assets acquired in accordance with ASC 805, Business Combinations , and depreciated on a straight-line basis over their estimated useful lives. Leasehold improvements are amortized on a straight-line basis over the shorter of the remaining term of the lease or the useful life of the improvement. Renewals and betterment that materially extend the life of the asset are capitalized. With respect to constructed assets, all materials, direct labor, and contract services, as well as certain indirect costs, are capitalized. Expenditures for maintenance and repairs are charged against operations. Computer software development costs and website development costs are expensed as incurred, except for internal-use software or website development costs that qualify for capitalization in accordance with ASC 350, Intangibles—Goodwill and Other , and include certain employee related expenses, including salaries, bonuses, benefits, and share-based compensation expenses; costs of computer hardware and software; and costs incurred in developing features and functionality. The Company expenses costs incurred in the preliminary project and post-implementation stages of software development and capitalizes costs incurred in the application development stage and costs associated with significant enhancements to existing internal use software applications. Costs incurred related to less significant modifications and enhancements as well as maintenance are expensed as incurred. These capitalized software costs are amortized on a straight-line basis over an estimated useful life commencing when the software project is ready for its intended use. The general range of estimated useful lives for property and equipment are as follows: Estimated Lives Vehicles 5 years Buildings 20 - 30 years Furniture and fixtures 3 -7 years Computers and equipment 3 - 5 years Capitalized software 3 - 8 years Leasehold improvements 5 years, not to exceed lease term The Company reviews for impairment indicators and recoverability of long-lived assets, including property and equipment, when circumstances indicate that the carrying value of the asset may not be recoverable. Refer to the Recoverability of long-lived assets significant accounting policy. Intangible Assets Intangible assets primarily include trade names, customer relationships, non-compete agreements, and intellectual property with finite lives identified in connection with acquisitions in accordance to ASC 805, Business Combinations . For each acquisition, the Company allocates the purchase price to the identifiable assets acquired and liabilities assumed, including intangible assets, based on estimated fair values. The Company determines the appropriate useful life of intangible assets by performing an analysis of cash flows based on historical experience of the acquired businesses. Intangible assets are amortized over their estimated useful lives on a straight-line basis, which approximates the pattern in which the economic benefits associated with the asset are expected to be consumed. The estimated useful lives for trade names, customer relationships, non-compete agreements, and intellectual property are generally five Goodwill Goodwill represents the excess purchase price over the fair value of identifiable assets acquired and liabilities assumed in connection with acquisitions in accordance to ASC 805, Business Combinations . Goodwill is not amortized but instead is tested for impairment at the reporting unit level at least annually, or more frequently if indicators of impairment exist. Goodwill is assessed using either a qualitative or quantitative approach to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The qualitative assessment evaluates factors including macro-economic conditions, industry-specific and company-specific considerations, legal and regulatory environments, and historical performance. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value, a quantitative assessment is performed. Otherwise, no further assessment is required. The quantitative approach compares the estimated fair value of the reporting unit, including goodwill, to its carrying amount. Impairment is indicated if the estimated fair value of the reporting unit is less than the carrying amount, and an impairment charge is recognized for the differential. Companies also have the unconditional option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing the quantitative goodwill impairment test. Effective the fourth quarter of 2023 and prospectively, the Company performed its required annual goodwill impairment test as of December 1 rather than on December 31, which was the Company's previous practice. This change represented a change in method of applying an accounting principle, and it was determined to be preferable as it more closely aligned the annual goodwill impairment assessment date with the Company's annual planning, forecasting, and budgeting processes. The change in accounting principle did not result in any, nor does the Company expect the change in accounting principle to result in any, delay, acceleration, or avoidance of an impairment cha rge. This change was not applied retrospectively, as it would be impracticable to do so because retrospective application would require application of significant estimates and assumptions with the use of hindsight. For the goodwill impairment test performed on December 1, 2023, the Company completed a quantitative goodwill impairment assessment for each reporting unit. As a result of changes to the business and future projections, the Company identified a $9.3 million impairment related to its goodwill. Additionally, for the year ended December 31, 2022, the Company recorded a goodwill impairment loss of $116.7 million. These impairment losses related to goodwill are included in Impairment loss on the Consolidated Statements of Operations. Refer to Note 6, Goodwill and Intangible Assets, for additional information regarding the Company's impairment assessments. Recoverability of Long-Lived Assets The Company reviews the recoverability of long-lived assets, including property and equipment, operating leases right-of-use assets, and intangible assets, when events or changes in circumstances occur that indicate the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on the ability to recover the carrying value of the asset from the expected future pretax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. The measurement of impairment requires management to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations. During the fourth quarter of 2023, the Company quantitatively evaluated the recoverability of its long-lived assets, including its finite-lived intangible assets, for impairment in conjunction with its annual goodwill impairment assessment. As a result, the Company identified a $6.2 million impairment related to its finite-lived intangible assets. Additionally, the Company identified a $0.1 million impairment related to its operating lease right-of-use assets for the year ended December 31, 2023. For the year ended December 31, 2022, the Company recorded an impairment loss of $11.2 million related to its finite-lived intangible assets. These impairment losses related to long-lived assets are included in Impairment loss on the Consolidated Statements of Operations. Refer to Note 6, Goodwill and Intangible Assets, for additional information regarding the Company's intangible asset impairment assessments. Leases Leases are accounted for in accordance with ASC 842, Leases . Contracts are evaluated to determine whether the arrangement contains a lease at inception. Leases are classified as either finance leases or operating leases based on criteria in ASC 842, Leases . The Company's operating leases primarily consist of real estate leases for its retail stores, distribution centers, warehouses, and offices. The Company does not have finance leases. Right-of-use assets and lease liabilities are recognized at the lease commencement date based on the present value of the future minimum lease payments over the lease term. The lease liabilities represent the present value of remaining lease payments over the lease term. The right-of-use assets represent the Company's right to use an underlying asset and are based upon the lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of right-of-use assets. The majority of the Company's leases do not provide an implicit rate; therefore, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future payments for those leases. The Company's incremental borrowing rate for a lease is the rate of interest it would pay to borrow on a collateralized basis over a similar term to the lease in a similar economic environment. The lease term includes the non-cancelable period of the lease and may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The exercise of lease renewal options is at the Company's sole discretion. The Company has elected not to recognize right-of-use assets and lease liabilities for short-term operating leases that have a lease term of one year or less and that do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. Short-term lease costs include expenses related to leases with terms greater than one month but less than 12 months, and the expense is recognized on a straight-line basis over the lease term. The Company has elected the practical expedient to account for lease and non-lease components as a single component for all leases. The Company monitors for triggering events or conditions that require a reassessment of its leases. When the reassessment requires a re-measurement of the lease liability, a corresponding adjustment is made to the carrying amount of the right-of-use asset. Additionally, the Company reviews for impairment indicators of its right-of-use assets and other long-lived assets as described in the Recoverability of long-lived assets significant accounting policy. Fair Value Measurements Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies, and similar techniques. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The carrying amounts of cash and cash equivalents, accounts receivable, 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 net of recognized allowance for doubtful accounts. Level December 31, 2023 December 31, 2022 Cash equivalents 1 $ 17,300 $ 25,087 Marketable securities 2 $ 35,212 $ 31,852 Business Combinations The Company accounts for acquisitions in accordance with ASC 805, Business Combinations . Assets acquired and liabilities assumed are recognized at their estimated fair values in accordance with ASC 820, Fair Value Measurements , as of the acquisition date. For all acquisitions, the preliminary allocation of the purchase price was based upon a preliminary valuation, and the Company's estimates and assumptions are subject to change as valuations are finalized within the measurement period, which cannot extend beyond one year from the acquisition date. Measurement period adjustments are recognized in the reporting period in which the adjustments were determined and calculated as if the accounting had been completed at the acquisition date. The process for estimating fair values requires the use of significant estimates, assumptions and judgments, including determining the timing and estimates of future cash flows and developing appropriate discount rates. Any changes to these estimates may have a material impact on the Company's operating results or financial position. All acquisition costs are expensed as incurred and recorded in Selling, general and administrative expense in the Consolidated Statements of Operations. Refer to Note 12, Acquisitions, for additional information regarding the Company's business combinations. Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes , which requires the recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. Valuation allowances are established to reduce deferred tax assets to the amount that will more likely than not be realized. To the extent that a determination was made to establish or adjust a valuation allowance, the expense or benefit is recorded in the period in which the determination is made. From time to time, the Company engages in transactions in which the tax consequences may be subject to uncertainty. Significant judgment is required in assessing and estimating the tax consequences of these transactions. The Company prepares and files tax returns based on its interpretation of tax laws and regulations. In the normal course of business, the tax returns are subject to examination by various taxing authorities. Such examinations may result in future tax, interest and penalty assessments by these taxing authorities. In determining the Company's income tax provision for financial reporting purposes, the Company establishes a reserve for uncertain income tax positions unless such positions are determined to be more likely than not of being sustained upon examination, based on their technical merits. The Company only recognizes tax benefits taken on the tax return that the Company believes are more likely than not of being sustained upon examination. There is considerable judgment involved in determining whether a position taken on the tax return is more likely than not of being sustained. The Company adjusts its tax reserve estimates periodically because of ongoing examinations by, and settlements with, the various taxing authorities, as well as changes in tax laws, regulations and interpretations. The consolidated income tax provision of any given year includes adjustments to prior year income tax accruals that are considered appropriate and any related estimated interest and penalties. The Company's policy is to recognize, when applicable, interest and penalties on uncertain income tax positions as part of its income tax provision. Advertising The Company expenses advertising and promotional costs when incurred. Advertising and promotional expenses for the years ended December 31, 2023, 2022, and 2021 amounted to $1.8 million, $4.0 million, and $4.0 million, respectively. Earnings Per Share The Company computes net earnings per share under ASC 260-10, Earnings Per Share . Basic earnings or loss per share ("EPS") is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted EPS is computed by dividing net income (loss) by the weighted average of all potentially dilutive shares of common stock that were outstanding during the periods presented. The treasury stock method is used in calculating diluted EPS for potentially dilutive stock options, restricted stock and common stock warrants, which assumes that any proceeds received from the exercise of in-the-money stock options, restricted stock and common stock warrants, would be used to purchase common shares at the average market price for the period. Share-Based Compensation The Company uses share-based compensation, including stock options, restricted stock units, and common stock warrants, to provide long-term performance incentives for its employees, non-employee members of its Board of Directors, and consultants. The Company records share-based compensation in accordance with ASC 718, Compensation-Stock Compensation . The Company estimates the fair value of stock options and common stock warrants on the grant date using the Black-Scholes option pricing model. The fair value of stock options and common stock warrants granted is recognized as an expense over the requisite service period. Share-based compensation expense for all share-based payment awards is recognized using the straight-line single-option method and is included in Selling, general, and administrative expense in the Consolidated Statements of Operations. Forfeitures are recognized as they occur. The Black-Scholes option pricing model requires subjective assumptions, including future stock price volatility and expected time to exercise, which affect the calculated values. The expected term of options granted is derived from historical data on employee exercises and post-vesting employment termination behavior. The risk-free rate used in the option pricing model is based on the U.S. Treasury rate that corresponds to the expected life of the grant effective as of the date of the grant. The expected volatility is based on the historical volatility of |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | RECENT ACCOUNTING PRONOUNCEMENTS From time to time, the FASB or other standard setting bodies issue new accounting pronouncements. Updates to the FASB Accounting Standards Codification are communicated through issuance of an Accounting Standards Update ("ASU"). The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements. In addition to the accounting pronouncements discussed below, no other new accounting pronouncement issued or effective during the fiscal year had or is expected to have a material effect on the Company's Consolidated Financial Statements or disclosures. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326) ("ASU 2016-13"), changing the impairment model for most financial instruments by requiring companies to recognize an allowance for expected losses based upon a company's historical credit loss experience, adjusted for asset-specific risk characteristics, current economic conditions, and reasonable forecasts, rather than incurred losses as required previously by the other-than-temporary impairment model. ASU 2016-13 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 2016-13 was effective January 1, 2020, and the Company adopted this standard effective January 1, 2023. The adoption of this standard primarily applied to the valuation of the Company's accounts receivable. The adoption of this standard did not have a material impact on the Company's Consolidated Financial Statements or disclosures, and the Company's estimate of expected credit losses as of January 1, 2023, using the expected credit loss evaluation process described above, resulted in no adjustments to the provision for credit losses and no cumulative-effect adjustment to Retained earnings (deficit) in the Consolidated Balance Sheets on the adoption date of the standard. Recently Issued Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures (Topic 280) ("ASU 2023-07"), which requires an enhanced disclosure of segments on an annual and interim basis, including the title of the chief operating decision maker, significant segment expenses, and the composition of other segment items for each segment's reported profit. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted, and adoption of ASU 2023-07 should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact of this standard. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) - Improvements to income tax disclosures ("ASU 2023-09"), expanding the disclosures requirement for income taxes primarily by requiring more detailed disclosure for income taxes paid and the effective tax rate reconciliation. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. Early adoption is permitted, and adoption of ASU 2023-09 can be applied prospectively or retrospectively. The Company is currently evaluating the impact of this standard. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | REVENUE RECOGNITION Disaggregation of Revenues Sales are disaggregated by the Company's segments, which represent its principal lines of business, as well as by major product line, including proprietary brands, non-proprietary brands, and commercial fixtures, and by product type, including consumable and durable products. Refer to Note 14, Segments, for disaggregated revenue disclosures. Contract Assets and Liabilities Depending on the timing of when title of product transfers to a customer and when a customer makes payments for such product, the Company recognizes an accounts receivable (contract asset) or a customer deposit (contract liability). The opening and closing balances of the Company's accounts receivables and customer deposits are as follows: Accounts Receivable, Net Customer Deposits Opening balance, January 1, 2023 $ 8,336 $ 4,338 Closing balance, December 31, 2023 8,895 5,359 Increase (decrease) $ 559 $ 1,021 Opening balance, January 1, 2022 $ 5,741 $ 11,686 Closing balance, December 31, 2022 8,336 4,338 Increase (decrease) $ 2,595 $ (7,348) Of the total amount of customer deposits as of January 1, 2023, $3.4 million was reported as revenue during the year ended December 31, 2023. Of the total amount of customer deposits as of January 1, 2022, $11.1 million was reported as revenue during the year ended December 31, 2022. The Company also has notes receivable under longer term financing arrangements at interest rates typically ranging from 6% to 12% with repayment terms typically ranging for 12 to 18 months. Notes receivable at December 31, 2023 and 2022 are as follows: December 31, 2023 2022 Notes receivable $ 2,031 $ 2,464 Allowance for credit losses (1,732) (1,250) Notes receivable, net $ 299 $ 1,214 The following table summarizes changes in notes receivable balances that have been deemed impaired. December 31, 2023 2022 Notes receivable $ 1,732 $ 1,500 Allowance for credit losses (1,732) (1,250) Notes receivable, net $ — 250 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and equipment at December 31, 2023 and 2022 consists of the following: December 31, 2023 2022 Vehicles $ 2,558 $ 2,176 Buildings and land 2,121 2,121 Leasehold improvements 11,920 12,562 Furniture, fixtures and equipment 14,364 13,195 Capitalized software 16,085 2,644 Construction-in-progress — 9,569 Property and equipment, gross 47,048 42,267 Accumulated depreciation and amortization (19,996) (13,598) Property and equipment, net $ 27,052 $ 28,669 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS Effective the fourth quarter of 2023 and prospectively, the Company performed its required annual goodwill impairment test as of December 1 rather than on December 31, which was the Company's previous practice. This change represented a change in method of applying an accounting principle, and it was determined to be preferable as it more closely aligned the annual goodwill impairment assessment date with the Company's annual planning, forecasting, and budgeting processes. The change in accounting principle did not result in any, nor does the Company expect the change in accounting principle to result in any, delay, acceleration, or avoidance of an impairment cha rge. This change was not applied retrospectively, as it would be impracticable to do so because retrospective application would require application of significant estimates and assumptions with the use of hindsight. For the goodwill impairment test performed on December 1, 2023, the Company completed a quantitative goodwill impairment assessment for each of its four reporting units. The fair value of each reporting unit was determined using the income approach, which discounts estimated future cash flows to present value using an appropriate rate of return. The estimated fair value of each reporting unit, including goodwill, was compared to its carrying amount, and, as a result of changes to the business and future projections, the Company identified a $9.3 million impairment related to its goodwill for the year ended December 31, 2023. In conjunction with its annual goodwill impairment assessment on December 1, 2023, the Company quantitatively evaluated the recoverability of its long-lived assets, including its finite-lived intangible assets, for impairment. The recoverability assessment compared the carrying value of long-lived asset groups to their expected future pretax cash flows (undiscounted and without interest charges). If the undiscounted cash flows were less than the carrying values, an impairment loss was recognized for the difference between the estimated fair values using an income approach and the related carrying values. As a result, the Company identified a $6.2 million impairment for the year ended December 31, 2023 related to its finite-lived intangible assets, including trade names, patents, customer relationships, non-competes, and intellectual property. For the year ended December 31, 2022, the Company recorded a total impairment loss of $127.8 million related to goodwill and intangible assets. During the second quarter of 2022, the Company's market capitalization fell below total net assets. In addition, financial performance continued to weaken during the quarter, which was contrary to prior experience. Management reassessed business performance expectations following persistent adverse developments in equity markets, deterioration in the environment in which the Company operates, inflation, lower than expected sales, and an increase in operating expenses. These indicators, in the aggregate, required impairment testing for finite-lived intangible assets at the asset group level and goodwill at the reporting unit level as of June 30, 2022. As a result, the Company performed a recoverability test on the following finite-lived intangible assets: customer relationships, trade names, and non-competes. For goodwill impairment testing purposes, the Company determined three of its four reporting units required quantitative assessment as it was more likely than not that the fair value of those reporting units were less than their carrying values. The Company determined the fair value of its reporting units and finite-lived intangible assets using the income approach. The Company recognized an impairment losses The changes in goodwill, including the impairments discussed above, by segment for the years ended December 31, 2023 and 2022 were as follows: Cultivation and Gardening Storage Solutions Total Balance at December 31, 2021 $ 124,199 $ 1,202 $ 125,401 Acquisitions and measurement period adjustments 6,831 403 7,234 Impairment (116,657) — (116,657) Balance at December 31, 2022 $ 14,373 $ 1,605 $ 15,978 Acquisitions 830 — 830 Impairment (9,283) — (9,283) Balance at December 31, 2023 $ 5,920 $ 1,605 $ 7,525 Accumulated impairment for goodwill was $125.9 million, $116.7 million, and zero as of December 31, 2023, 2022, and 2021, respectively. The changes in intangible assets, including the impairments discussed above, by segment for the years ended December 31, 2023 and 2022 were as follows: Cultivation and Gardening Storage Solutions Total Balance as of December 31, 2021 $ 44,161 $ 4,241 $ 48,402 Amortization (8,981) (781) (9,762) Acquisitions and measurement period adjustments 3,412 — 3,412 Impairment (11,174) — (11,174) Balance as of December 31, 2022 $ 27,418 $ 3,460 $ 30,878 Amortization (8,114) (781) (8,895) Acquisitions 440 — 440 Impairment (6,243) — (6,243) Balance as of December 31, 2023 $ 13,501 $ 2,679 $ 16,180 Intangible assets on the Company's Consolidated Balance Sheets consist of the following: December 31, 2023 December 31, 2022 Gross Accumulated Net Gross Accumulated Net Trade names $ 28,198 $ (16,488) $ 11,710 $ 29,062 $ (10,517) $ 18,545 Patents, trademarks 69 (69) — 100 (56) 44 Customer relationships 13,192 (8,813) 4,379 17,102 (6,501) 10,601 Non-competes 864 (773) 91 932 (551) 381 Intellectual property 1,136 (1,136) — 2,065 (758) 1,307 Total $ 43,459 $ (27,279) $ 16,180 $ 49,261 $ (18,383) $ 30,878 The weighted-average remaining amortization period for intangible assets as of December 31, 2023 is as follows: Weighted-Average Amortization Period Trade names 2.21 years Customer relationships 3.83 years Non-competes 1.14 years Total 2.64 years Amortization expense for the years ended December 31, 2023, 2022, and 2021 was $8.7 million, $9.9 million, and $8.9 million respectively. Future amortization expense as of December 31, 2023 is as follows: 2024 $ 6,704 2025 6,339 2026 2,231 2027 799 2028 82 Thereafter 25 Total $ 16,180 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The provision (benefit) for income taxes for the years ended December 31, 2023, 2022, and 2021 consisted of the following: Year Ended December 31, 2023 2022 2021 Current tax expense (benefit): Federal $ (115) $ (471) $ (115) State 147 (55) 949 Deferred tax (benefit): Federal — (2,179) 1,473 State — (180) 136 Valuation allowance — — — Provision (benefit) for income taxes $ 32 $ (2,885) $ 2,443 The tax effects of temporary differences that gave rise to the Company's deferred tax assets and liabilities as of December 31, 2023 and 2022 were as follows: December 31, 2023 2022 Deferred tax assets: Net operating losses and attributes carryovers $ 15,097 $ 7,655 Deferred right to use lease liabilities 10,874 12,200 Share-based compensation 1,249 1,177 Accumulated depreciation and amortization 30,101 27,288 Accruals and other 2,421 2,007 Total deferred tax assets 59,742 50,327 Deferred tax liabilities: Deferred right to use lease assets (10,224) (11,638) Total deferred tax liabilities (10,224) (11,638) Deferred tax asset (liability) 49,518 38,689 Valuation allowance (49,518) (38,689) Deferred tax asset (liability), net $ — $ — As of December 31, 2023, the Company had cumulative federal net operating losses of $58.6 million, which have an indefinite carryforward period. As of December 31, 2023 and 2022, the Company had cumulative state net operating loss carryforwards of $53.3 million and $28.0 million, respectively. State net operating loss carryforwards will begin to expire in calendar year 2035. Net operating loss carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50%, as defined under Sections 382 and 383 of the Internal Revenue Code, respectively, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. The Company has completed an analysis of any limitations on its tax attributes and has assigned a full valuation allowance against them as of December 31, 2023. A reconciliation of the U.S. federal statutory income tax rate to the Company's effective income tax rate is as follows for the years ended December 31, 2023 and 2022, and 2021: Years Ended December 31, 2023 2022 2021 Federal statutory income tax rate 21 % 21 % 21 % State and local income taxes (net of federal tax benefit) 4 % 5 % 7 % Share-based compensation (1) % (1) % (8) % Return to provision adjustments — % — % (4) % Valuation allowance (24) % (23) % — % Effective income tax rate 0 % 2 % 16 % Uncertain Tax Benefits The Company has not identified any uncertain tax positions as of December 31, 2023. The Company recognizes interest and penalties accrued related to uncertain tax benefits in the income tax provision. There were no interest and penalties included in other long-term liabilities on the accompanying Consolidated Balance Sheets for years ended December 31, 2023 and 2022. The Company does not expect any significant changes in its unrecognized tax benefits within 12 months of the reporting date. The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. No |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
LEASES | LEASES The right-of-use assets and corresponding liabilities related to the Company's operating leases are as follow: December 31, 2023 2022 Operating leases right-of-use assets, net $ 39,933 $ 46,433 Current maturities of operating lease liability $ 8,021 $ 8,131 Operating lease liability, net of current maturities 34,448 40,659 Total lease liability $ 42,469 $ 48,790 The weighted-average remaining lease terms and weighted-average discount rates for operating leases were as follows: December 31, 2023 2022 Weighted average remaining lease term 6.0 years 6.5 years Weighted average discount rate 6.1 % 5.8 % Lease expense is recorded within the Company's Consolidated Statements of Operations based upon the nature of the operating lease right-of-use assets. Where assets are used to directly serve our customers, such as retail locations and distribution centers, lease costs are recorded in Store operations and other operational expenses. Facilities and assets that serve management and support functions are expensed through Selling, general, and administrative. Additionally, the Company recorded sublease income of $1.1 million and $0.1 million for the years ended December 31, 2023 and 2022, respectively, within Store operations and other operational expenses related to the sublease of a closed retail location. There was no sublease income for the year ended December 31, 2021. The Company also identified a $0.1 million impairment related to its operating lease right-of-use assets for the year ended December 31, 2023, which is included in Impairment loss on the Consolidated Statements of Operations. The components of lease expense are as follows: Year Ended December 31, 2023 2022 2021 Operating lease costs $ 11,248 $ 10,936 $ 8,205 Variable lease costs 2,559 2,428 2,130 Short-term lease costs 268 451 205 Total operating lease costs $ 14,075 $ 13,815 $ 10,540 Future maturities of the Company's operating lease liabilities as of December 31, 2023: 2024 $ 10,308 2025 9,577 2026 7,683 2027 5,608 2028 5,115 Thereafter 12,321 Total lease payments 50,612 Less: imputed interest (8,143) Operating lease liability at December 31, 2023 $ 42,469 Supplemental and other information related to leases is as follows: Year Ended December 31, 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flow from operating leases $ 11,139 $ 10,328 $ 7,209 |
SHARE BASED PAYMENTS
SHARE BASED PAYMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
SHARE BASED PAYMENTS | SHARE BASED PAYMENTS Equity Incentive Plans Overview The Company maintains two long-term incentive plans for employees, non-employee members of its Board of Directors (the "Board"), and consultants: the 2014 Equity Incentive Plan and the Amended and Restated 2018 Equity Incentive Plan. The plans allow the Company to grant equity-based compensation awards, including stock options, stock appreciation rights, performance share units, restricted stock units, restricted stock awards, common stock warrants, or a combination of awards (collectively, "share-based awards"). On March 6, 2014, the Board approved the 2014 Equity Incentive Plan ("2014 Plan") pursuant to which the Company may grant incentive, non-statutory options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units and other stock or cash awards to employees, non-employee members of the Board, consultants and other independent advisors who provide services to the Company. The maximum shares of common stock which may be issued over the term of the 2014 Plan shall not exceed 2,500,000 shares. Awards under the 2014 Plan are made by the Board or a committee designated by the Board. Options under the 2014 Plan are to be issued at the market price of the stock on the day of the grant except to those issued to holders of 10% or more of the Company's common stock which is required to be issued at a price not less than 110% of the fair market value on the day of the grant. Each option is exercisable at such time or times, during such period and for such numbers of shares shall be determined by the plan administrator. No option may be exercisable for more than ten years (five years in the case of an incentive stock option granted to a 10% stockholder) from the date of grant. On January 7, 2018, the Board adopted the 2018 Equity Incentive Plan (the "2018 Plan"), and on April 20, 2018, the shareholders approved the 2018 Plan. On February 7, 2020, the Board approved the amendment and restatement of the 2018 Plan to increase the number of shares issuable thereunder from 2,500,000 to 5,000,000, which amendment was approved by shareholders on May 11, 2020. The 2018 Plan is administered by the Board. The Board may grant options to purchase shares of common stock, stock appreciation rights, restricted stock units, restricted or unrestricted shares of common stock, performance shares, performance units, other cash-based awards and other share-based awards. The Board also has broad authority to determine the terms and conditions of each option or other kind of equity award, adopt, amend and rescind rules and regulations for the administration of the 2018 Plan and amend or modify outstanding options, grants and awards. No options, stock purchase rights or awards may be made under the 2018 Plan on or after the ten-year anniversary of the adoption of the 2018 Plan by the Board, but the 2018 Plan will continue thereafter while previously granted options, stock appreciation rights or awards remain subject to the 2018 Plan. Options granted under the 2018 Plan may be either "incentive stock options" that are intended to meet the requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") or "non-statutory stock options" that do not meet the requirements of Section 422 of the Code. The Board will determine the exercise price of options granted under the 2018 Plan. The exercise price of stock options may not be less than the fair market value, on the date of grant, per share of the Company's common stock issuable upon exercise of the option (or 110% of fair market value in the case of incentive options granted to a 10% stockholder). No option may be exercisable for more than ten years (five years in the case of an incentive stock option granted to a 10% stockholder) from the date of grant. As of December 31, 2023, there were 0.3 million shares available for issuance under the 2014 Plan and 2018 Plan, collectively. Share-Based Compensation The Company accounts for share-based payments through the measurement and recognition of compensation expense for share-based awards made to employees, non-employee members of the Board, and consultants of the Company, including stock options, restricted stock, and common stock warrants. The following table presents share-based compensation expense for the years ended December 31, 2023, 2022, and 2021. December 31, 2023 2022 2021 Restricted stock $ 3,171 $ 3,889 $ 4,349 Stock options — 59 781 Common stock warrants — 1,019 1,455 Total $ 3,171 $ 4,967 $ 6,585 As of December 31, 2023, the Company had approximately $3.7 million of unamortized share-based compensation for share-based awards, which are expected to be recognized over a weighted average period of 2.5 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 years ended December 31, 2023 and 2022 is presented in the following table: Shares Weighted Average Grant Date Fair Value Nonvested, December 31, 2021 484 $ 20.19 Granted 1,044 8.85 Vested (399) 9.26 Forfeited (514) 18.73 Nonvested, December 31, 2022 615 $ 9.41 Granted 1,194 3.73 Vested (513) 5.73 Forfeited (391) 6.79 Nonvested, December 31, 2023 905 $ 5.23 Stock Options The table below summarizes all option activity under all plans during the years ended December 31, 2023 and 2022: Options Shares Weighted- Weighted- Average Remaining Weighted- Outstanding at December 31, 2021 906 $ 4.38 2.85 years $ 2.45 Granted — $ — $ — Exercised (55) $ 4.14 $ 2.22 Forfeited or expired (247) $ 5.36 $ 2.97 Outstanding at December 31, 2022 604 $ 3.97 1.87 years $ 2.24 Vested and exercisable at December 31, 2022 604 $ 3.97 1.87 years $ 2.24 Outstanding at December 31, 2022 604 $ 3.97 1.87 years $ 2.24 Granted — $ — $ — Exercised (20) $ 3.50 $ 2.21 Forfeited or expired (7) $ 2.25 $ 1.22 Outstanding at December 31, 2023 577 $ 4.01 0.95 years $ 2.25 Vested and exercisable at December 31, 2023 577 $ 4.01 0.95 years $ 2.25 The aggregate intrinsic value of stock options is calculated as the amount by which the fair value of the underlying stock exceeds the exercise price of the stock options. For the years ended December 31, 2023, 2022, and 2021, the aggregate intrinsic value of stock options outstanding, vested, and exercisable was less than $0.1 million, $0.1 million, and $7.9 million, respectively. Common Stock Warrants A summary of the status of the Company's outstanding common stock warrants for the years ended December 31, 2023 and 2022 is as follows: Warrants Weighted Average Exercise Price Outstanding December 31, 2021 331 $ 22.14 Issued — — Exercised (48) 3.50 Forfeited (250) $ 26.57 Outstanding December 31, 2022 33 $ 10.61 Issued — — Exercised — — Forfeited (33) $ 10.61 Outstanding December 31, 2023 — $ — On November 17, 2022, the Company settled 250,000 warrants for a cash payment of $10 thousand and 10,000 shares of common stock. Liability Awards In August 2022, the Company issued certain stock awards classified as liabilities based on the guidance set forth at ASC 480, Distinguishing Liabilities from Equity , and ASC 718, Compensation-Stock Compensation . 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. The expense related to liability-classified stock awards for the years ended December 31, 2023, 2022 and 2021 was $0.2 million, $0.5 million, and $0.7 million, respectively. As of December 31, 2023, the Company did not have any outstanding liability-classified stock awards. As of December 31, 2022, the aggregate face value of the outstanding liability-classified stock awards was $5.3 million. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | 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 years ended December 31, 2023, 2022, and 2021. Year Ended December 31, 2023 2022 2021 Net income (loss) $ (46,496) $ (163,747) $ 12,786 Weighted average shares outstanding, basic 61,181 60,813 59,223 Effect of dilutive outstanding warrants and stock options — — 1,241 Weighted average shares outstanding, dilutive 61,181 60,813 60,464 Basic earnings (loss) per share $ (0.76) $ (2.69) $ 0.22 Diluted earnings (loss) per share $ (0.76) $ (2.69) $ 0.21 Diluted earnings per share calculations for the year ended December 31, 2023 excluded 0.6 million shares of common stock issuable upon exercise of stock options and 0.9 million shares of non-vested restricted stock that would have been anti-dilutive. Diluted earnings per share calculations for the year ended December 31, 2022 excluded 0.6 million shares of common stock issuable upon exercise of stock options, 0.6 million shares of non-vested restricted stock, and 33 thousand shares of common stock issuable upon exercise of the stock purchase warrants that would have been anti-dilutive. For the year ended December 31, 2021, there were no anti-dilutive shares outstanding that were excluded from the dilutive earnings per share calculation. |
EMPLOYEE BENEFIT PLAN
EMPLOYEE BENEFIT PLAN | 12 Months Ended |
Dec. 31, 2023 | |
Postemployment Benefits [Abstract] | |
EMPLOYEE BENEFIT PLAN | EMPLOYEE BENEFIT PLAN The Company has a 401(k) Savings Retirement Plan that covers substantially all full-time employees who meet the plan's eligibility requirements and provides for an employee elective contribution. The Company made matching contributions to the plan of $0.6 million, $0.6 million, and $0.4 million for the years ended December 31, 2023, 2022, and 2021, respectively. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | ACQUISITIONS The Company's acquisition strategy has been 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. The Company accounts for acquisitions in accordance with ASC 805, Business Combinations . Assets acquired and liabilities assumed are recognized at their estimated fair values in accordance with ASC 820, Fair Value Measurements , as of the acquisition date. For all acquisitions, the preliminary allocation of the purchase price was based upon a preliminary valuation, and the Company's estimates and assumptions are subject to change as valuations are finalized within the measurement period, which cannot extend beyond one year from the acquisition date. Measurement period adjustments are recognized in the reporting period in which the adjustments were determined and calculated as if the accounting had been completed at the acquisition date. The process for estimating fair values requires the use of significant estimates, assumptions and judgments, including determining the timing and estimates of future cash flows and developing appropriate discount rates. Any changes to these estimates may have a material impact on the Company's operating results or financial position. There were no measurement period adjustments during the year ended December 31, 2023. During the year ended December 31, 2022, the Company's measurement period adjustments included a $1.3 million reduction to estimated fair value of acquired intangible assets with the offset to goodwill. As a result of these measurement period adjustments, the Company made an insignificant reduction in amortization expense. All acquisition costs are expensed as incurred and recorded in Selling, general and administrative expense in the Consolidated Statements of Operations. Acquisition costs were less than $0.1 million for the years ended December 31, 2023 and were $0.2 million and $0.7 million for the years ended December 31, 2022 and 2021, respectively. 2023 Acquisitions On May 23, 2023, the Company purchased substantially all of the assets of Southside Garden Supply ("SGS"), a two-store chain of indoor/outdoor garden centers in Alaska. The total consideration for the purchase of the SGS assets was approximately $2.0 million, including $1.9 million in cash and an indemnity holdback of $0.1 million. The SGS 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. SGS is included in the Company's Cultivation and Gardening segment. Additionally, the Company made other, individually immaterial acquisitions during the year ended December 31, 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 the Company's Cultivation and Gardening segment. The table below represents the allocation of the purchase price to the acquired net assets during the year ended December 31, 2023. SGS Other Total Inventory $ 720 $ 867 $ 1,587 Prepaids and other current assets 292 1 293 Furniture and equipment — 47 47 Operating lease right-of-use asset 612 620 1,232 Operating lease liability (612) (620) (1,232) Customer relationships 440 — 440 Goodwill 577 253 830 Total $ 2,029 $ 1,168 $ 3,197 The table below represents the consideration paid for the net assets acquired in business combinations during the year ended December 31, 2023. SGS 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 Consolidated Statement of Operations for the year ended December 31, 2023. SGS Other Total Acquisition date May 23, 2023 Net sales $ 2,040 $ 3,167 $ 5,207 Net income (loss) $ 41 $ (40) $ 1 The following represents the pro forma Consolidated Statement of Operations as if the acquisitions had been included in the consolidated results of the Company for the entire period for the years ended December 31, 2023, 2022, and 2021. December 31, 2023 (Unaudited) December 31, 2022 (Unaudited) December 31, 2021 (Unaudited) Net sales $ 228,032 $ 285,524 $ 429,846 Net income (loss) $ (46,524) $ (163,712) $ 12,820 2022 Acquisitions 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 approximately $5.7 million. The asset purchase agreement also provided for an indemnity holdback to be settled in common stock of the Company valued at approximately $0.9 million. Acquired goodwill of approximately $5.8 million 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 the Company's Cultivation and Gardening segment. On November 3, 2022, the Company purchased certain assets of St. Louis Hydroponic Company ("STL"), a hydroponic retail store in St. Louis, Missouri. The total consideration for the purchase of the assets of STL was approximately $0.4 million in cash. Acquired goodwill of approximately $0.1 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. STL is included in the Company's Cultivation and Gardening segment. The table below represents the allocation of the purchase price to the acquired net assets during the year ended December 31, 2022. HRG STL Total Inventory $ 4,170 $ 279 $ 4,449 Prepaids and other current assets 76 10 86 Furniture and equipment 148 — 148 Operating lease right of use asset 666 — 666 Operating lease liability (666) — (666) Customer relationships 2,430 — 2,430 Trademark 496 — 496 Non-compete 255 — 255 Goodwill 5,816 135 5,951 Total $ 13,391 $ 424 $ 13,815 The table below represents the consideration paid for the net assets acquired in business combinations. HRG STL Total Cash $ 6,806 $ 424 $ 7,230 Indemnity stock holdback 875 — 875 Common stock 5,710 — 5,710 Total $ 13,391 $ 424 $ 13,815 The following table discloses the date of the acquisition noted above and the revenue and earnings included in the Consolidated Statement of Operations for the year ended December 31, 2022. Revenue and earnings amounts include other proprietary brands now being included under HRG for operations. HRG STL Total Acquisition date February 1, 2022 November 3, 2022 Revenue $ 19,239 $ 178 $ 19,417 Net Income (loss) $ (629) $ 41 $ (588) The following represents the pro forma Consolidated Income Statement as if the acquisitions had been included in the consolidated results of the Company for the entire period for the years ended December 31, 2022 and 2021. December 31, December 31, Revenue $ 280,897 $ 441,906 Net income (loss) $ (162,156) $ 12,198 2021 Acquisitions On January 25, 2021, the Company purchased the assets of Indoor Garden & Lighting, Inc ("Indoor Garden"), a two-store chain of hydroponic and equipment and indoor gardening supply stores serving the Seattle and Tacoma, Washington area. The total consideration for the purchase of Garden & Lighting was approximately $1.7 million, including approximately $1.2 million in cash and common stock valued at approximately $0.5 million. Acquired goodwill of approximately $0.7 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. Indoor Garden is included in the Company's Cultivation and Gardening segment. On February 1, 2021, the Company purchased the assets of J.A.R.B., Inc d/b/a Grow Depot Maine ("Grow Depot Maine"), a two-store chain in Auburn and Augusta, Maine. The total consideration for the purchase of Grow Depot Maine was approximately $2.1 million, including approximately $1.7 million in cash and common stock valued at approximately $0.4 million. Acquired goodwill of approximately $0.9 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. Grow Depot Maine is included in the Company's Cultivation and Gardening segment. On February 15, 2021, the Company purchased the assets of Grow Warehouse LLC ("Grow Warehouse"), a four-store chain of hydroponic and organic garden stores in Colorado (3) and Oklahoma (1). The total consideration for the purchase of Grow Warehouse was approximately $17.8 million, including approximately $8.1 million in cash and common stock valued at approximately $9.7 million. Acquired goodwill of approximately $11.1 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. Grow Warehouse is included in the Company's Cultivation and Gardening segment. On February 22, 2021, the Company purchased the assets of San Diego Hydroponics & Organics ("San Diego Hydro"), a four-store chain of hydroponic and organic garden stores in San Diego, California. The total consideration for the purchase of San Diego Hydro was approximately $9.3 million, including approximately $4.8 million in cash and common stock valued at approximately $4.5 million. Acquired goodwill of approximately $5.7 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. San Diego Hydro is included in the Company's Cultivation and Gardening segment. On March 12, 2021, the Company purchased the assets of Charcoir Corporation ("Charcoir"), which sells an RHP-certified growing medium made from the highest-grade coconut fiber. The total consideration for the purchase of Charcoir was approximately $16.4 million, including approximately $9.9 million in cash and common stock valued at approximately $6.5 million. Acquired goodwill of approximately $6.1 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established distribution market for the Company of a proprietary brand. Charcoir is included in the Company's Cultivation and Gardening segment. On March 15, 2021, the Company purchased the assets of 55 Hydroponics ("55 Hydro"), a hydroponic and organic superstore located in Santa Ana, California. The total consideration for the purchase of 55 Hydro was approximately $6.5 million, including approximately $5.3 million in cash and common stock valued at approximately $1.1 million. Acquired goodwill of approximately $3.9 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. 55 Hydro is included in the Company's Cultivation and Gardening segment. On March 15, 2021, the Company purchased the assets of Aquarius Hydroponics ("Aquarius"), a hydroponic and organic garden store in Springfield, Massachusetts. The total consideration for the purchase of Aquarius was approximately $3.6 million, including approximately $2.3 million in cash and common stock valued at approximately $1.2 million. Acquired goodwill of approximately $1.7 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. Aquarius is included in the Company's Cultivation and Gardening segment. On March 19, 2021, the Company purchased the assets of Agron, LLC, an online seller of growing equipment. The total consideration for the purchase of Agron was approximately $11.2 million, including approximately $6.0 million in cash and common stock valued at approximately $5.3 million. Acquired goodwill of approximately $8.7 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established e-commerce market for the Company targeting the commercial customer. Agron is included in the Company's Cultivation and Gardening segment. On April 19, 2021, the Company purchased the assets of Grow Depot LLC ("Down River Hydro"), a hydroponic and indoor gardening supply store in Brownstown, Michigan. The total consideration for the purchase of Down River Hydro was approximately $4.4 million, including approximately $3.2 million in cash and common stock valued at approximately $1.2 million. Acquired goodwill of approximately $2.1 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. Down River Hydro is included in the Company's Cultivation and Gardening segment. On May 24, 2021, the Company purchased the assets of The Harvest Company ("Harvest"), a northern California-based hydroponic supply center and cultivation design innovator with stores in Redding and Trinity Counties. The total consideration for the purchase of Harvest was approximately $8.3 million, including approximately $5.6 million in cash and common stock valued at approximately $2.8 million. Acquired goodwill of approximately $4.6 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. Harvest is included in the Company's Cultivation and Gardening segment. On July 19, 2021, the Company purchased the assets of Aqua Serene, Inc., ("Aqua Serene"), an Oregon corporation which consists of an indoor/outdoor garden center with stores in Eugene and Ashland, Oregon. The total consideration for the purchase was approximately $11.7 million, including approximately $9.9 million in cash and common stock valued at approximately $1.8 million. Acquired goodwill of approximately $7.0 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. Aqua Serene is included in the Company's Cultivation and Gardening segment. On July 3, 2021, the Company purchased the assets of Mendocino Greenhouse & Garden Supply, Inc ("Mendocino"), a Northern California-based hydroponic garden center located in Mendocino, California. The purchase agreement was modified on July 19, 2021 to amend the purchase price. The total consideration for the purchase was $4.0 million in cash. Acquired goodwill of approximately $2.1 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. Mendocino is included in the Company's Cultivation and Gardening segment. On August 24, 2021, the Company purchased the assets of Commercial Grow Supply, Inc. ("CGS"), a hydroponic superstore located in Santa Clarita, California. The total consideration for the purchase was approximately $7.2 million, including approximately $6.0 million in cash and common stock valued at approximately $1.3 million. Acquired goodwill of approximately $4.0 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. CGS is included in the Company's Cultivation and Gardening segment. On August 23, 2021 the Company purchased the assets of Hoagtech Hydroponics, Inc. ("Hoagtech"), a Washington -based corporation consisting of a hydroponic and garden supply center serving the Bellingham, Washington area. The total consideration for the purchase was approximately $3.9 million in cash. The Asset Purchase Agreement contains a contingent payment equal to $0.6 million to be settled in common stock of the Company if this garden supply center reaches $8.0 million in revenue within a 12-month calendar period from the date of close. The Company used a third-party specialist to value this contingent consideration. The probability that the target will be reached was determined to be 5% which resulted in a value of approximately $28.5 thousand of contingent consideration which was added to goodwill. Acquired goodwill of approximately $4.6 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. Hoagtech is included in the Company's Cultivation and Gardening segment. On October 15, 2021, the Company purchased the assets of Indoor Store, LLC ("All Seasons Gardening"), an indoor-outdoor garden supply center specializing in hydroponics systems, lighting, and nutrients. All Seasons Gardening is the largest hydroponics retailer in New Mexico. The total consideration for the purchase was approximately $0.9 million, including approximately $0.7 million in cash and common stock valued at approximately $0.2 million. Acquired goodwill of approximately $0.5 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. All Seasons is included in the Company's Cultivation and Gardening segment. On December 31, 2021, the Company purchased the assets of Mobile Media, Inc ("MMI"), a mobile shelving manufacturing and warehouse facility. The total consideration for the purchase was approximately $9.1 million, including approximately $8.3 million in cash and common stock valued at approximately $0.8 million. Acquired goodwill of approximately $1.2 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. MMI is included in the Company's Storage Solutions segment. The table below represents the allocation of the purchase price to the acquired net assets during the year ended December 31, 2021: Agron Aquarius 55 Hydro Charcoir San Diego Hydro Grow Warehouse Grow Depot Maine Indoor Garden Downriver Inventory $ — $ 957 $ 780 $ 839 $ 1,400 $ 2,450 $ 326 $ 372 $ 824 Prepaids and other current assets 46 12 29 534 36 30 3 — 3 Furniture and equipment 29 63 50 — 315 250 25 94 50 Liabilities — — — — — (169) — — — Operating lease right of use asset 98 108 861 — 1,079 641 92 137 273 Operating lease liability (98) (108) (861) — (1,079) (641) (92) (137) (273) Customer relationships 832 339 809 5,712 605 1,256 549 210 634 Trade name 1,530 485 870 1,099 1,192 2,748 344 353 698 Non-compete 139 — 26 — 6 94 36 2 16 Intellectual property — — — 2,065 — — — — — Goodwill 8,673 1,702 3,915 6,119 5,728 11,120 866 661 2,126 Total $ 11,249 $ 3,558 $ 6,479 $ 16,368 $ 9,282 $ 17,779 $ 2,149 $ 1,692 $ 4,351 Harvest Aquaserene Mendocino CGS Hoagtech All Seasons MMI Total Inventory $ 1,204 1,696 753 875 751 100 3,530 $ 16,857 Prepaids and other current assets 7 2 1 1 37 1 — 742 Furniture and equipment 100 500 160 100 144 25 328 2,233 Liabilities — — — — (29) — (250) (448) Operating lease right of use asset 3,782 1,177 408 746 1,569 37 2,332 13,340 Operating lease liability (3,782) (1,177) (408) (746) (1,569) (37) (2,332) (13,340) Customer relationships 1,016 1,235 575 1,382 493 154 2,964 18,765 Trade name 1,392 1,231 414 852 428 117 1,039 14,792 Non-compete — 11 6 11 3 — 238 588 Intellectual property — — — — — — — 2,065 Goodwill 4,606 6,976 2,091 4,027 2,105 545 1,202 62,462 Total $ 8,325 11,651 4,000 $ 7,248 3,932 942 $ 9,051 $ 118,056 The table below represents the consideration paid for the net assets acquired in business combinations during 2021: Agron Aquarius 55 Hydro Charcoir San Diego Hydro Grow Warehouse Grow Depot Maine Indoor Garden Downriver Cash $ 5,973 $ 2,331 $ 5,347 $ 9,902 $ 4,751 $ 8,100 $ 1,738 $ 1,165 $ 3,177 Common stock 5,276 1,227 1,132 6,466 4,531 9,679 411 527 1,174 Total $ 11,249 $ 3,558 $ 6,479 $ 16,368 $ 9,282 $ 17,779 $ 2,149 $ 1,692 $ 4,351 Harvest Aquaserene Mendocino CGS Hoagtech All Seasons MMI Total Cash $ 5,561 $ 9,860 $ 4,000 $ 5,976 $ 3,932 $ 701 $ 8,270 $ 80,784 Common stock 2,764 1,791 — 1,272 — 241 781 37,272 Total $ 8,325 $ 11,651 $ 4,000 $ 7,248 $ 3,932 $ 942 $ 9,051 $ 118,056 The following table discloses the date of the acquisitions noted above and the revenue and earnings included in the Consolidated Income Statement from the date of acquisition to the period ended December 31, 2021. Agron Aquarius 55 Hydro Charcoir San Diego Hydro Grow Warehouse LLC Grow Depot Maine Indoor Garden Downriver Acquisition date 3/19/2021 3/15/2021 3/15/2021 3/12/2021 2/22/2021 2/15/2021 2/1/2021 1/25/2021 3/31/2021 Revenue $ 14,403 $ 9,640 $ 6,017 $ 6,840 $ 7,173 $ 13,147 $ 6,655 $ 6,265 $ 3,663 Net Income (loss) $ (305) $ 1,679 $ 399 $ 1,039 $ 906 $ 2,175 $ 1,132 $ 1,088 $ 297 Harvest Aquaserene Mendocino CGS Hoagtech All Seasons MMI Total Acquisition date 5/3/21 7/19/21 7/19/21 8/24/21 8/23/21 10/15/21 12/31/21 Revenue $ 6,706 $ 2,742 $ 1,455 $ 1,534 $ 1,564 $ 187 $ — $ 87,991 Net Income (loss) $ 924 $ 445 $ 106 $ 15 $ 141 $ 52 $ — $ 10,093 The following represents the pro forma Consolidated Income Statement as if the acquisitions had been included in the consolidated results of the Company for the entire period for the years ended December 31, 2021. December 31, Revenue $ 452,126 Net income $ 13,511 |
RELATED PARTIES
RELATED PARTIES | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | RELATED PARTIESThe Company has engaged with a firm that employs an immediate family member of an officer of the Company as partner. The firm provides certain legal services. Amounts paid to that firm in total were approximately $0.2 million, $0.3 million, and $0.8 million for the years ended December 31, 2023, 2022, and 2021, respectively. As of December 31, 2023 and 2022, there was an immaterial amount outstanding due to the firm. |
SEGMENTS
SEGMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
SEGMENTS | SEGMENTS During the fourth quarter of 2023, the Company realigned it operating and reportable segments to correspond with changes to its operating model, management structure, and internal reporting and to better align with how the CODM makes operating decisions, allocates resources, and assesses performance. Accordingly, the Company identified two operating segments, each its own reportable segment, based on its major lines of business: the Cultivation and Gardening segment, composed of the Company's hydroponic and organic gardening business; and the Storage Solutions segment, composed of the Company's benching, racking, and storage solutions business. Comparative prior period disclosures have been recast to conform to the current segment presentation. In addition to sales by operating segment, which represent the Company's principal lines of business, the CODM evaluates the Company's operations by regularly reviewing sales by major product line, including proprietary brands, non-proprietary brands, and commercial fixtures, and by product type, including consumable and durable products. Disaggregated revenue by segment is presented in the following tables: December 31, Net sales 2023 2022 2021 Cultivation and Gardening Proprietary brand sales $ 36,473 $ 36,906 $ 39,970 Non-proprietary brand sales 157,991 208,775 382,519 Total Cultivation and Gardening 194,464 245,681 422,489 Storage Solutions Commercial fixture sales 31,418 32,485 — Total Storage Solutions 31,418 32,485 — Total $ 225,882 $ 278,166 $ 422,489 December 31, Net sales 2023 2022 2021 Cultivation and Gardening Consumables $ 139,431 $ 161,012 $ 243,626 Durables 55,033 84,669 178,863 Total Cultivation and Gardening 194,464 245,681 422,489 Storage Solutions Durables 31,418 32,485 — Total Storage Solutions 31,418 32,485 — Total $ 225,882 $ 278,166 $ 422,489 Selected information by segment is presented in the following tables: December 31, 2023 2022 2021 Net sales Cultivation and Gardening $ 194,464 $ 245,681 $ 422,489 Storage Solutions 31,418 32,485 — Total net sales 225,882 278,166 422,489 Gross profit Cultivation and Gardening 47,404 58,837 118,241 Storage Solutions 13,854 11,426 — Total gross profit 61,258 70,263 118,241 Segment operating profit Cultivation and Gardening 4,265 8,475 68,499 Storage Solutions 8,911 7,108 — Total segment operating profit 13,176 15,583 68,499 Corporate expenses Selling, general, and administrative 29,799 36,758 39,469 Estimated credit losses 955 1,737 1,428 Depreciation and amortization 16,607 17,132 12,600 Impairment loss 15,659 127,831 — Income (loss) from operations $ (49,844) $ (167,875) $ 15,002 The Company does not evaluate segments by assets as it is not practical and does not inform any of its decision making processes. The CODM neither reviews nor requests this information. Customer and supplier concentrations No customer accounted for more than 10% of the Company's sales for the years ended December 31, 2023, 2022, and 2021. As of December 31, 2023, the loss of any supplier or vendor would not have a severe impact on the Company's business. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Legal Matters From time to time, the Company has been, and may again become involved in legal proceedings arising in the ordinary course of its business, including the initiation and defense of proceedings related to contract and employment disputes. It is the Company's opinion that these claims individually and in the aggregate are not expected to have a material adverse effect on its financial condition, results of operations or cash flows. In December 2021, the Company was sued in the U.S. District Court for the Southern District of Texas related to a Promissory Note & Asset Acquisition Rights Option ("Note & Option") with TGC Systems, LLC ("Total Grow"). The case was dismissed and the parties submitted the matter to arbitration pursuant to the arbitration clause of the Note & Option. Among other claims, Total Grow alleged that the Company was liable to Total Grow for failing to consummate the acquisition of Total Grow by the Company. The Company asserted counterclaims for repayment of $1.5 million in principal loaned by the Company to Total Grow pursuant to the Note & Option, plus interest and certain costs. In July 2023, the arbitrator rendered an arbitration award denying all of Total Grow's claims and defenses and awarding the Company more than $2.0 million in total, consisting of principal, interest, and certain costs. Total Grow voluntarily filed for bankruptcy in October 2023. As of December 31, 2023, the Company had accrued a reserve of $1.5 million against the Note & Option. There can be no assurance that future developments related to pending claims or claims filed in the future, whether as a result of adverse outcomes or as a result of significant defense costs, will not have a material effect on the Company's financial condition, results of operations or cash flows. The Company believes that its assessment of contingencies is reasonable and that the related accruals, in the aggregate, are adequate; however, there can be no assurance that the final resolution of these matters will not have a material effect on the Company's financial condition, results of operations or cash flows. Indemnifications In the ordinary course of its business, the Company makes certain indemnities under which it may be required to make payments in relation to certain transactions. As of December 31, 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. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The Consolidated Financial Statements have been prepared under the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 105-10, Generally Accepted Accounting Principles , in accordance with accounting principles generally accepted in the U.S. ("GAAP"). The Consolidated Financial Statements include the accounts of GrowGeneration Corp. and its direct and indirect wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. All amounts included in the accompanying notes to the Consolidated Financial Statements, except 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 Statements of Operations. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that 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. |
Segment Reporting | Segment Reporting |
Revenue Recognition | Revenue Recognition The Company's revenue is primarily generated from sales of its hydroponic and organic gardening proprietary brand products and non-proprietary brand products through its retail locations, e-commerce platforms, wholesale distribution, and commercial sales organization. In addition to its hydroponic and organic gardening product sales, the Company sells and installs commercial fixtures through its benching, racking, and storage solutions business . The Company recognizes revenue when performance obligations under the terms of a contract with its customer are satisfied. Revenue is recognized at the point in time when the Company has satisfied its performance obligation and the customer has obtained control of the products or when services have been completed. In evaluating the timing of the transfer of control of products to customers, the Company considers several control indicators, including significant risks and rewards of products, the Company's right to payment, and the legal title of the products. Based on the assessment of control indicators, product sales are typically recognized when product is made available to the carrier or picked up by the customer. Promises related to product installation are considered a separate performance obligation from the product sale because the products can be used without customization or modification and the installation is not complex and can be performed by other vendors. Installation revenue is recognized upon completion of the installation services. Revenues are measured as the amount of consideration that the Company expects to receive, which is derived from a list price reduced by variable consideration, which includes applicable sales discounts and estimated expected sales returns. The majority of the Company's returns come from retail sales. Estimating future returns requires judgment based on current and historical trends, and actual returns may vary from management's estimates. Sales and other taxes collected concurrent with revenue producing activities are also excluded from revenue. The Company provides standard assurance type warranties that its products and installation services will comply with all agreed-upon specifications. No services beyond an assurance type warranty are provided to customers. Payment for goods and services sold by the Company is typically due upon satisfaction of the performance obligations. Under certain circumstances, the Company does provide goods and services to customers on a credit basis (see Accounts Receivable, Notes Receivable and Concentration of Credit Risk below). When the Company receives payment from customers before the customer obtains control of the merchandise or the service has been performed, the amount received is recorded as a customer deposit in the accompanying Consolidated Balance Sheets until the sale or service is complete. In accordance with ASC 606, Revenue from Contracts with Customers , the Company has elected the practical expedient to exclude the value of remaining performance obligations for contracts with an original term of one year or less and the practical expedient for shipping and handling costs. Shipping and handling costs incurred to deliver products to customers are accounted for as fulfillment activities, rather than a promised service, and as such are included in Cost of sales in the Consolidated Statements of Operations. |
Cost of Sales | Cost of Sales Cost of sales includes cost of goods and shipping costs. Cost of goods consists of cost of merchandise, inbound freight, and other inventory-related costs, such as shrinkage costs and lower of cost or market adjustments. Occupancy expenses of the Company's retail locations and distribution centers, which consist of payroll, rent, and other lease required costs, including common area maintenance and utilities, are included as a component of Store operations and other operational expenses on the Consolidated Statements of Operations. The Company does not consider these occupancy expenses to be part of the costs to bring its products to the finished condition and therefore records such costs as Store operations and other operational expenses rather than Cost of sales. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company's cash equivalents consist primarily of money market funds. Financial instruments that potentially expose the Company to concentrations of risk consist primarily of cash and cash equivalents and accounts receivable, which are generally not collateralized. The Company's policy is to place its cash and cash equivalents with high-quality financial institutions in order to limit the amount of credit exposure. Accounts at each institution are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. Additionally, certain cash equivalents maintained with investment institutions are insured by a combination of the Securities Investor Protection |
Marketable Securities | Marketable Securities |
Account Receivable, Note Receivable and Concentration of Credit Risk | Accounts Receivable Accounts receivable consist primarily of trade receivables stated at the amount of consideration that the Company expects to collect from balances outstanding at period-end, net of allowances for credit losses. The Company estimates its allowance for credit losses and the related expected credit loss based upon the Company's historical credit loss experience and the age of the account adjusted for asset-specific risk characteristics, current economic conditions, relationship with the customer, and reasonable forecasts. Accounts receivable are written off or fully reserved when collection of amounts due is deemed improbable. Indicators of improbable collection include client bankruptcy, client litigation, client cash flow difficulties, and ongoing service or billing disputes. Credit is generally extended on a short-term basis, thus current receivables do not bear interest. Interest on past due balances are subject to an interest charge of 1.5% per month. Notes Receivable From time-to-time, the Company has executed notes receivables to third parties secured by collateral. Notes receivable generally have terms of 12 months to 18 months and bear interest from 6 to 12% per annum. Generally, the underlying collateral is product or equipment financed by the note receivable. Notes receivable are stated at the amount the Company expects to collect from balances outstanding at period-end, net of allowances for credit losses. The Company estimates its allowance for credit losses and the related expected credit loss based upon the Company's historical credit loss experience and the age of the account adjusted for asset-specific risk characteristics, current economic conditions, relationship with the customer, and reasonable forecasts. A reserve for uncollectible notes receivable is established when collection of amounts due is deemed improbable. Indicators of improbable collection include client bankruptcy, client litigation, client cash flow difficulties, and ongoing service or billing disputes. When management determines, after considering economic and business conditions and collection efforts, that an allowance for credit losses is necessary for a note receivable or collection of interest on the note is improbable, the accrual of interest on the instrument ceases. Any payment received on such non-accrual note receivable is recorded as interest income when the payment is received. Once payments of principal and interest are current, the Company resumes accruing interest on the note receivable. The Company periodically reviews the value of the underlying collateral for the note receivable and evaluates whether the value of the collateral continues to provide adequate security for the note. Should the value of the underlying collateral become less than the outstanding principal and interest, the Company will determine whether an allowance or impairment of the note receivable and related accrued interest is necessary. As of December 31, 2023 and 2022, the Company believes the value of the underlying collateral to be sufficient and in excess of the respective outstanding principal and accrued interest, net of recognized allowance for doubtful accounts. Concentration of Credit Risk The Company is exposed to credit risk in the normal course of business, primarily related to accounts receivable and notes receivable. The Company is affected by general economic conditions in the U.S. To limit credit risk, management periodically reviews and evaluates the financial condition of customers and maintains an allowance for credit losses. As of December 31, 2023 and 2022, the Company does not believe that it has significant credit risk. |
Inventory | Inventory Inventory consists predominantly of finished goods, including gardening supplies and materials, fixtures, and equipment, and is recorded at the lower of cost (weighted average cost method) or net realizable value. The Company periodically reviews the value of items in inventory and provides write-downs or write-offs of inventory based on its assessment of market conditions. Write-downs and write-offs are charged to cost of sales. During the years ended December 31, 2023, 2022, and 2021, the Company recorded $4.8 million, $7.8 million, and $5.3 million, respectively, to inventory write-downs due to shrink and obsolescence. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost, or at the allocated fair value for assets acquired in accordance with ASC 805, Business Combinations , and depreciated on a straight-line basis over their estimated useful lives. Leasehold improvements are amortized on a straight-line basis over the shorter of the remaining term of the lease or the useful life of the improvement. Renewals and betterment that materially extend the life of the asset are capitalized. With respect to constructed assets, all materials, direct labor, and contract services, as well as certain indirect costs, are capitalized. Expenditures for maintenance and repairs are charged against operations. Computer software development costs and website development costs are expensed as incurred, except for internal-use software or website development costs that qualify for capitalization in accordance with ASC 350, Intangibles—Goodwill and Other , and include certain employee related expenses, including salaries, bonuses, benefits, and share-based compensation expenses; costs of computer hardware and software; and costs incurred in developing features and functionality. The Company expenses costs incurred in the preliminary project and post-implementation stages of software development and capitalizes costs incurred in the application development stage and costs associated with significant enhancements to existing internal use software applications. Costs incurred related to less significant modifications and enhancements as well as maintenance are expensed as incurred. These capitalized software costs are amortized on a straight-line basis over an estimated useful life commencing when the software project is ready for its intended use. The general range of estimated useful lives for property and equipment are as follows: Estimated Lives Vehicles 5 years Buildings 20 - 30 years Furniture and fixtures 3 -7 years Computers and equipment 3 - 5 years Capitalized software 3 - 8 years Leasehold improvements 5 years, not to exceed lease term The Company reviews for impairment indicators and recoverability of long-lived assets, including property and equipment, when circumstances indicate that the carrying value of the asset may not be recoverable. Refer to the Recoverability of long-lived assets significant accounting policy. |
Intangible Assets | Intangible Assets Intangible assets primarily include trade names, customer relationships, non-compete agreements, and intellectual property with finite lives identified in connection with acquisitions in accordance to ASC 805, Business Combinations . For each acquisition, the Company allocates the purchase price to the identifiable assets acquired and liabilities assumed, including intangible assets, based on estimated fair values. The Company determines the appropriate useful life of intangible assets by performing an analysis of cash flows based on historical experience of the acquired businesses. Intangible assets are amortized over their estimated useful lives on a straight-line basis, which approximates the pattern in which the economic benefits associated with the asset are expected to be consumed. The estimated useful lives for trade names, customer relationships, non-compete agreements, and intellectual property are generally five |
Goodwill | Goodwill Goodwill represents the excess purchase price over the fair value of identifiable assets acquired and liabilities assumed in connection with acquisitions in accordance to ASC 805, Business Combinations . Goodwill is not amortized but instead is tested for impairment at the reporting unit level at least annually, or more frequently if indicators of impairment exist. Goodwill is assessed using either a qualitative or quantitative approach to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The qualitative assessment evaluates factors including macro-economic conditions, industry-specific and company-specific considerations, legal and regulatory environments, and historical performance. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value, a quantitative assessment is performed. Otherwise, no further assessment is required. The quantitative approach compares the estimated fair value of the reporting unit, including goodwill, to its carrying amount. Impairment is indicated if the estimated fair value of the reporting unit is less than the carrying amount, and an impairment charge is recognized for the differential. Companies also have the unconditional option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing the quantitative goodwill impairment test. Effective the fourth quarter of 2023 and prospectively, the Company performed its required annual goodwill impairment test as of December 1 rather than on December 31, which was the Company's previous practice. This change represented a change in method of applying an accounting principle, and it was determined to be preferable as it more closely aligned the annual goodwill impairment assessment date with the Company's annual planning, forecasting, and budgeting processes. The change in accounting principle did not result in any, nor does the Company expect the change in accounting principle to result in any, delay, acceleration, or avoidance of an impairment cha rge. This change was not applied retrospectively, as it would be impracticable to do so because retrospective application would require application of significant estimates and assumptions with the use of hindsight. For the goodwill impairment test performed on December 1, 2023, the Company completed a quantitative goodwill impairment assessment for each reporting unit. As a result of changes to the business and future projections, the Company identified a $9.3 million impairment related to its goodwill. Additionally, for the year ended December 31, 2022, the Company recorded a goodwill impairment loss of $116.7 million. These impairment losses related to goodwill are included in Impairment loss on the Consolidated Statements of Operations. Refer to Note 6, Goodwill and Intangible Assets, for additional information regarding the Company's impairment assessments. |
Recoverability of Long-Lived Assets | Recoverability of Long-Lived Assets |
Leases | Leases Leases are accounted for in accordance with ASC 842, Leases . Contracts are evaluated to determine whether the arrangement contains a lease at inception. Leases are classified as either finance leases or operating leases based on criteria in ASC 842, Leases . The Company's operating leases primarily consist of real estate leases for its retail stores, distribution centers, warehouses, and offices. The Company does not have finance leases. Right-of-use assets and lease liabilities are recognized at the lease commencement date based on the present value of the future minimum lease payments over the lease term. The lease liabilities represent the present value of remaining lease payments over the lease term. The right-of-use assets represent the Company's right to use an underlying asset and are based upon the lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of right-of-use assets. The majority of the Company's leases do not provide an implicit rate; therefore, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future payments for those leases. The Company's incremental borrowing rate for a lease is the rate of interest it would pay to borrow on a collateralized basis over a similar term to the lease in a similar economic environment. The lease term includes the non-cancelable period of the lease and may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The exercise of lease renewal options is at the Company's sole discretion. The Company has elected not to recognize right-of-use assets and lease liabilities for short-term operating leases that have a lease term of one year or less and that do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. Short-term lease costs include expenses related to leases with terms greater than one month but less than 12 months, and the expense is recognized on a straight-line basis over the lease term. The Company has elected the practical expedient to account for lease and non-lease components as a single component for all leases. The Company monitors for triggering events or conditions that require a reassessment of its leases. When the reassessment requires a re-measurement of the lease liability, a corresponding adjustment is made to the carrying amount of the right-of-use asset. Additionally, the Company reviews for impairment indicators of its right-of-use assets and other long-lived assets as described in the Recoverability of long-lived assets significant accounting policy. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies, and similar techniques. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The carrying amounts of cash and cash equivalents, accounts receivable, 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 net of recognized allowance for doubtful accounts. Level December 31, 2023 December 31, 2022 Cash equivalents 1 $ 17,300 $ 25,087 Marketable securities 2 $ 35,212 $ 31,852 |
Business Combinations | Business Combinations The Company accounts for acquisitions in accordance with ASC 805, Business Combinations . Assets acquired and liabilities assumed are recognized at their estimated fair values in accordance with ASC 820, Fair Value Measurements , as of the acquisition date. For all acquisitions, the preliminary allocation of the purchase price was based upon a preliminary valuation, and the Company's estimates and assumptions are subject to change as valuations are finalized within the measurement period, which cannot extend beyond one year from the acquisition date. Measurement period adjustments are recognized in the reporting period in which the adjustments were determined and calculated as if the accounting had been completed at the acquisition date. The process for estimating fair values requires the use of significant estimates, assumptions and judgments, including determining the timing and estimates of future cash flows and developing appropriate discount rates. Any changes to these estimates may have a material impact on the Company's operating results or financial position. All acquisition costs are expensed as incurred and recorded in Selling, general and administrative expense in the Consolidated Statements of Operations. Refer to Note 12, Acquisitions, for additional information regarding the Company's business combinations. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes , which requires the recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. Valuation allowances are established to reduce deferred tax assets to the amount that will more likely than not be realized. To the extent that a determination was made to establish or adjust a valuation allowance, the expense or benefit is recorded in the period in which the determination is made. From time to time, the Company engages in transactions in which the tax consequences may be subject to uncertainty. Significant judgment is required in assessing and estimating the tax consequences of these transactions. The Company prepares and files tax returns based on its interpretation of tax laws and regulations. In the normal course of business, the tax returns are subject to examination by various taxing authorities. Such examinations may result in future tax, interest and penalty assessments by these taxing authorities. In determining the Company's income tax provision for financial reporting purposes, the Company establishes a reserve for uncertain income tax positions unless such positions are determined to be more likely than not of being sustained upon examination, based on their technical merits. The Company only recognizes tax benefits taken on the tax return that the Company believes are more likely than not of being sustained upon examination. There is considerable judgment involved in determining whether a position taken on the tax return is more likely than not of being sustained. The Company adjusts its tax reserve estimates periodically because of ongoing examinations by, and settlements with, the various taxing authorities, as well as changes in tax laws, regulations and interpretations. The consolidated income tax provision of any given year includes adjustments to prior year income tax accruals that are considered appropriate and any related estimated interest and penalties. The Company's policy is to recognize, when applicable, interest and penalties on uncertain income tax positions as part of its income tax provision. |
Advertising | Advertising |
Earnings Per Share | Earnings Per Share The Company computes net earnings per share under ASC 260-10, Earnings Per Share . Basic earnings or loss per share ("EPS") is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted EPS is computed by dividing net income (loss) by the weighted average of all potentially dilutive shares of common stock that were outstanding during the periods presented. The treasury stock method is used in calculating diluted EPS for potentially dilutive stock options, restricted stock and common stock warrants, which assumes that any proceeds received from the exercise of in-the-money stock options, restricted stock and common stock warrants, would be used to purchase common shares at the average market price for the period. |
Share-Based Compensation | Share-Based Compensation The Company uses share-based compensation, including stock options, restricted stock units, and common stock warrants, to provide long-term performance incentives for its employees, non-employee members of its Board of Directors, and consultants. The Company records share-based compensation in accordance with ASC 718, Compensation-Stock Compensation . The Company estimates the fair value of stock options and common stock warrants on the grant date using the Black-Scholes option pricing model. The fair value of stock options and common stock warrants granted is recognized as an expense over the requisite service period. Share-based compensation expense for all share-based payment awards is recognized using the straight-line single-option method and is included in Selling, general, and administrative expense in the Consolidated Statements of Operations. Forfeitures are recognized as they occur. The Black-Scholes option pricing model requires subjective assumptions, including future stock price volatility and expected time to exercise, which affect the calculated values. The expected term of options granted is derived from historical data on employee exercises and post-vesting employment termination behavior. The risk-free rate used in the option pricing model is based on the U.S. Treasury rate that corresponds to the expected life of the grant effective as of the date of the grant. The expected volatility is based on the historical volatility of the Company's stock price. These factors could change in the future, affecting the determination of share-based compensation expense in future periods. Periodically, the Company has issued certain stock awards classified as liabilities based on the guidance set forth at ASC 480, Distinguishing Liabilities from Equity , and ASC 718, Compensation-Stock Compensation . These awards generally entitle the employees to receive a specified dollar value of common stock on future dates and vest over time subject to the employee's continued employment. The Company recognizes compensation expense for these awards over the requisite service period. Refer to Note 9, Share-Based Payments, for additional information regarding the Company's share-based compensation and share-based awards. |
Recent Accounting Pronouncements and Recently Adopted Accounting Pronouncements | From time to time, the FASB or other standard setting bodies issue new accounting pronouncements. Updates to the FASB Accounting Standards Codification are communicated through issuance of an Accounting Standards Update ("ASU"). The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements. In addition to the accounting pronouncements discussed below, no other new accounting pronouncement issued or effective during the fiscal year had or is expected to have a material effect on the Company's Consolidated Financial Statements or disclosures. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326) ("ASU 2016-13"), changing the impairment model for most financial instruments by requiring companies to recognize an allowance for expected losses based upon a company's historical credit loss experience, adjusted for asset-specific risk characteristics, current economic conditions, and reasonable forecasts, rather than incurred losses as required previously by the other-than-temporary impairment model. ASU 2016-13 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 2016-13 was effective January 1, 2020, and the Company adopted this standard effective January 1, 2023. The adoption of this standard primarily applied to the valuation of the Company's accounts receivable. The adoption of this standard did not have a material impact on the Company's Consolidated Financial Statements or disclosures, and the Company's estimate of expected credit losses as of January 1, 2023, using the expected credit loss evaluation process described above, resulted in no adjustments to the provision for credit losses and no cumulative-effect adjustment to Retained earnings (deficit) in the Consolidated Balance Sheets on the adoption date of the standard. Recently Issued Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures (Topic 280) ("ASU 2023-07"), which requires an enhanced disclosure of segments on an annual and interim basis, including the title of the chief operating decision maker, significant segment expenses, and the composition of other segment items for each segment's reported profit. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted, and adoption of ASU 2023-07 should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact of this standard. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Property, Plant and Equipment | The general range of estimated useful lives for property and equipment are as follows: Estimated Lives Vehicles 5 years Buildings 20 - 30 years Furniture and fixtures 3 -7 years Computers and equipment 3 - 5 years Capitalized software 3 - 8 years Leasehold improvements 5 years, not to exceed lease term Property and equipment at December 31, 2023 and 2022 consists of the following: December 31, 2023 2022 Vehicles $ 2,558 $ 2,176 Buildings and land 2,121 2,121 Leasehold improvements 11,920 12,562 Furniture, fixtures and equipment 14,364 13,195 Capitalized software 16,085 2,644 Construction-in-progress — 9,569 Property and equipment, gross 47,048 42,267 Accumulated depreciation and amortization (19,996) (13,598) Property and equipment, net $ 27,052 $ 28,669 |
Schedule of fair value of impaired notes receivable | Level December 31, 2023 December 31, 2022 Cash equivalents 1 $ 17,300 $ 25,087 Marketable securities 2 $ 35,212 $ 31,852 |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Contract with Customer, Contract Asset, Contract Liability, and Receivable | The opening and closing balances of the Company's accounts receivables and customer deposits are as follows: Accounts Receivable, Net Customer Deposits Opening balance, January 1, 2023 $ 8,336 $ 4,338 Closing balance, December 31, 2023 8,895 5,359 Increase (decrease) $ 559 $ 1,021 Opening balance, January 1, 2022 $ 5,741 $ 11,686 Closing balance, December 31, 2022 8,336 4,338 Increase (decrease) $ 2,595 $ (7,348) |
Schedule of long term trade receivables | Notes receivable at December 31, 2023 and 2022 are as follows: December 31, 2023 2022 Notes receivable $ 2,031 $ 2,464 Allowance for credit losses (1,732) (1,250) Notes receivable, net $ 299 $ 1,214 |
Schedule of notes receivable balances | The following table summarizes changes in notes receivable balances that have been deemed impaired. December 31, 2023 2022 Notes receivable $ 1,732 $ 1,500 Allowance for credit losses (1,732) (1,250) Notes receivable, net $ — 250 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | The general range of estimated useful lives for property and equipment are as follows: Estimated Lives Vehicles 5 years Buildings 20 - 30 years Furniture and fixtures 3 -7 years Computers and equipment 3 - 5 years Capitalized software 3 - 8 years Leasehold improvements 5 years, not to exceed lease term Property and equipment at December 31, 2023 and 2022 consists of the following: December 31, 2023 2022 Vehicles $ 2,558 $ 2,176 Buildings and land 2,121 2,121 Leasehold improvements 11,920 12,562 Furniture, fixtures and equipment 14,364 13,195 Capitalized software 16,085 2,644 Construction-in-progress — 9,569 Property and equipment, gross 47,048 42,267 Accumulated depreciation and amortization (19,996) (13,598) Property and equipment, net $ 27,052 $ 28,669 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | The changes in goodwill, including the impairments discussed above, by segment for the years ended December 31, 2023 and 2022 were as follows: Cultivation and Gardening Storage Solutions Total Balance at December 31, 2021 $ 124,199 $ 1,202 $ 125,401 Acquisitions and measurement period adjustments 6,831 403 7,234 Impairment (116,657) — (116,657) Balance at December 31, 2022 $ 14,373 $ 1,605 $ 15,978 Acquisitions 830 — 830 Impairment (9,283) — (9,283) Balance at December 31, 2023 $ 5,920 $ 1,605 $ 7,525 |
Schedule of intangible assets | The changes in intangible assets, including the impairments discussed above, by segment for the years ended December 31, 2023 and 2022 were as follows: Cultivation and Gardening Storage Solutions Total Balance as of December 31, 2021 $ 44,161 $ 4,241 $ 48,402 Amortization (8,981) (781) (9,762) Acquisitions and measurement period adjustments 3,412 — 3,412 Impairment (11,174) — (11,174) Balance as of December 31, 2022 $ 27,418 $ 3,460 $ 30,878 Amortization (8,114) (781) (8,895) Acquisitions 440 — 440 Impairment (6,243) — (6,243) Balance as of December 31, 2023 $ 13,501 $ 2,679 $ 16,180 Intangible assets on the Company's Consolidated Balance Sheets consist of the following: December 31, 2023 December 31, 2022 Gross Accumulated Net Gross Accumulated Net Trade names $ 28,198 $ (16,488) $ 11,710 $ 29,062 $ (10,517) $ 18,545 Patents, trademarks 69 (69) — 100 (56) 44 Customer relationships 13,192 (8,813) 4,379 17,102 (6,501) 10,601 Non-competes 864 (773) 91 932 (551) 381 Intellectual property 1,136 (1,136) — 2,065 (758) 1,307 Total $ 43,459 $ (27,279) $ 16,180 $ 49,261 $ (18,383) $ 30,878 The weighted-average remaining amortization period for intangible assets as of December 31, 2023 is as follows: Weighted-Average Amortization Period Trade names 2.21 years Customer relationships 3.83 years Non-competes 1.14 years Total 2.64 years |
Schedule of future amortization expense | Future amortization expense as of December 31, 2023 is as follows: 2024 $ 6,704 2025 6,339 2026 2,231 2027 799 2028 82 Thereafter 25 Total $ 16,180 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The provision (benefit) for income taxes for the years ended December 31, 2023, 2022, and 2021 consisted of the following: Year Ended December 31, 2023 2022 2021 Current tax expense (benefit): Federal $ (115) $ (471) $ (115) State 147 (55) 949 Deferred tax (benefit): Federal — (2,179) 1,473 State — (180) 136 Valuation allowance — — — Provision (benefit) for income taxes $ 32 $ (2,885) $ 2,443 |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that gave rise to the Company's deferred tax assets and liabilities as of December 31, 2023 and 2022 were as follows: December 31, 2023 2022 Deferred tax assets: Net operating losses and attributes carryovers $ 15,097 $ 7,655 Deferred right to use lease liabilities 10,874 12,200 Share-based compensation 1,249 1,177 Accumulated depreciation and amortization 30,101 27,288 Accruals and other 2,421 2,007 Total deferred tax assets 59,742 50,327 Deferred tax liabilities: Deferred right to use lease assets (10,224) (11,638) Total deferred tax liabilities (10,224) (11,638) Deferred tax asset (liability) 49,518 38,689 Valuation allowance (49,518) (38,689) Deferred tax asset (liability), net $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the U.S. federal statutory income tax rate to the Company's effective income tax rate is as follows for the years ended December 31, 2023 and 2022, and 2021: Years Ended December 31, 2023 2022 2021 Federal statutory income tax rate 21 % 21 % 21 % State and local income taxes (net of federal tax benefit) 4 % 5 % 7 % Share-based compensation (1) % (1) % (8) % Return to provision adjustments — % — % (4) % Valuation allowance (24) % (23) % — % Effective income tax rate 0 % 2 % 16 % |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Operating Lease, Lease Income | The right-of-use assets and corresponding liabilities related to the Company's operating leases are as follow: December 31, 2023 2022 Operating leases right-of-use assets, net $ 39,933 $ 46,433 Current maturities of operating lease liability $ 8,021 $ 8,131 Operating lease liability, net of current maturities 34,448 40,659 Total lease liability $ 42,469 $ 48,790 |
Schedule of Lease, Cost | The weighted-average remaining lease terms and weighted-average discount rates for operating leases were as follows: December 31, 2023 2022 Weighted average remaining lease term 6.0 years 6.5 years Weighted average discount rate 6.1 % 5.8 % |
Schedule of Property Subject to or Available for Operating Lease | The components of lease expense are as follows: Year Ended December 31, 2023 2022 2021 Operating lease costs $ 11,248 $ 10,936 $ 8,205 Variable lease costs 2,559 2,428 2,130 Short-term lease costs 268 451 205 Total operating lease costs $ 14,075 $ 13,815 $ 10,540 |
Schedule of Lessee, Operating Lease, Liability, Maturity | Future maturities of the Company's operating lease liabilities as of December 31, 2023: 2024 $ 10,308 2025 9,577 2026 7,683 2027 5,608 2028 5,115 Thereafter 12,321 Total lease payments 50,612 Less: imputed interest (8,143) Operating lease liability at December 31, 2023 $ 42,469 |
Schedule Of Supplemental and Other Information For Leases | Supplemental and other information related to leases is as follows: Year Ended December 31, 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flow from operating leases $ 11,139 $ 10,328 $ 7,209 |
SHARE BASED PAYMENTS (Tables)
SHARE BASED PAYMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The following table presents share-based compensation expense for the years ended December 31, 2023, 2022, and 2021. December 31, 2023 2022 2021 Restricted stock $ 3,171 $ 3,889 $ 4,349 Stock options — 59 781 Common stock warrants — 1,019 1,455 Total $ 3,171 $ 4,967 $ 6,585 |
Schedule of Nonvested Restricted Stock Units Activity | Restricted stock activity for the years ended December 31, 2023 and 2022 is presented in the following table: Shares Weighted Average Grant Date Fair Value Nonvested, December 31, 2021 484 $ 20.19 Granted 1,044 8.85 Vested (399) 9.26 Forfeited (514) 18.73 Nonvested, December 31, 2022 615 $ 9.41 Granted 1,194 3.73 Vested (513) 5.73 Forfeited (391) 6.79 Nonvested, December 31, 2023 905 $ 5.23 A summary of the status of the Company's outstanding common stock warrants for the years ended December 31, 2023 and 2022 is as follows: Warrants Weighted Average Exercise Price Outstanding December 31, 2021 331 $ 22.14 Issued — — Exercised (48) 3.50 Forfeited (250) $ 26.57 Outstanding December 31, 2022 33 $ 10.61 Issued — — Exercised — — Forfeited (33) $ 10.61 Outstanding December 31, 2023 — $ — |
Schedule of Share-based Payment Arrangement, Option, Activity | The table below summarizes all option activity under all plans during the years ended December 31, 2023 and 2022: Options Shares Weighted- Weighted- Average Remaining Weighted- Outstanding at December 31, 2021 906 $ 4.38 2.85 years $ 2.45 Granted — $ — $ — Exercised (55) $ 4.14 $ 2.22 Forfeited or expired (247) $ 5.36 $ 2.97 Outstanding at December 31, 2022 604 $ 3.97 1.87 years $ 2.24 Vested and exercisable at December 31, 2022 604 $ 3.97 1.87 years $ 2.24 Outstanding at December 31, 2022 604 $ 3.97 1.87 years $ 2.24 Granted — $ — $ — Exercised (20) $ 3.50 $ 2.21 Forfeited or expired (7) $ 2.25 $ 1.22 Outstanding at December 31, 2023 577 $ 4.01 0.95 years $ 2.25 Vested and exercisable at December 31, 2023 577 $ 4.01 0.95 years $ 2.25 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average Number of Shares | 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 years ended December 31, 2023, 2022, and 2021. Year Ended December 31, 2023 2022 2021 Net income (loss) $ (46,496) $ (163,747) $ 12,786 Weighted average shares outstanding, basic 61,181 60,813 59,223 Effect of dilutive outstanding warrants and stock options — — 1,241 Weighted average shares outstanding, dilutive 61,181 60,813 60,464 Basic earnings (loss) per share $ (0.76) $ (2.69) $ 0.22 Diluted earnings (loss) per share $ (0.76) $ (2.69) $ 0.21 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions by Acquisition, Contingent Consideration | The table below represents the allocation of the purchase price to the acquired net assets during the year ended December 31, 2023. SGS Other Total Inventory $ 720 $ 867 $ 1,587 Prepaids and other current assets 292 1 293 Furniture and equipment — 47 47 Operating lease right-of-use asset 612 620 1,232 Operating lease liability (612) (620) (1,232) Customer relationships 440 — 440 Goodwill 577 253 830 Total $ 2,029 $ 1,168 $ 3,197 The table below represents the consideration paid for the net assets acquired in business combinations during the year ended December 31, 2023. SGS 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 year ended December 31, 2022. HRG STL Total Inventory $ 4,170 $ 279 $ 4,449 Prepaids and other current assets 76 10 86 Furniture and equipment 148 — 148 Operating lease right of use asset 666 — 666 Operating lease liability (666) — (666) Customer relationships 2,430 — 2,430 Trademark 496 — 496 Non-compete 255 — 255 Goodwill 5,816 135 5,951 Total $ 13,391 $ 424 $ 13,815 The table below represents the consideration paid for the net assets acquired in business combinations. HRG STL Total Cash $ 6,806 $ 424 $ 7,230 Indemnity stock holdback 875 — 875 Common stock 5,710 — 5,710 Total $ 13,391 $ 424 $ 13,815 The table below represents the allocation of the purchase price to the acquired net assets during the year ended December 31, 2021: Agron Aquarius 55 Hydro Charcoir San Diego Hydro Grow Warehouse Grow Depot Maine Indoor Garden Downriver Inventory $ — $ 957 $ 780 $ 839 $ 1,400 $ 2,450 $ 326 $ 372 $ 824 Prepaids and other current assets 46 12 29 534 36 30 3 — 3 Furniture and equipment 29 63 50 — 315 250 25 94 50 Liabilities — — — — — (169) — — — Operating lease right of use asset 98 108 861 — 1,079 641 92 137 273 Operating lease liability (98) (108) (861) — (1,079) (641) (92) (137) (273) Customer relationships 832 339 809 5,712 605 1,256 549 210 634 Trade name 1,530 485 870 1,099 1,192 2,748 344 353 698 Non-compete 139 — 26 — 6 94 36 2 16 Intellectual property — — — 2,065 — — — — — Goodwill 8,673 1,702 3,915 6,119 5,728 11,120 866 661 2,126 Total $ 11,249 $ 3,558 $ 6,479 $ 16,368 $ 9,282 $ 17,779 $ 2,149 $ 1,692 $ 4,351 Harvest Aquaserene Mendocino CGS Hoagtech All Seasons MMI Total Inventory $ 1,204 1,696 753 875 751 100 3,530 $ 16,857 Prepaids and other current assets 7 2 1 1 37 1 — 742 Furniture and equipment 100 500 160 100 144 25 328 2,233 Liabilities — — — — (29) — (250) (448) Operating lease right of use asset 3,782 1,177 408 746 1,569 37 2,332 13,340 Operating lease liability (3,782) (1,177) (408) (746) (1,569) (37) (2,332) (13,340) Customer relationships 1,016 1,235 575 1,382 493 154 2,964 18,765 Trade name 1,392 1,231 414 852 428 117 1,039 14,792 Non-compete — 11 6 11 3 — 238 588 Intellectual property — — — — — — — 2,065 Goodwill 4,606 6,976 2,091 4,027 2,105 545 1,202 62,462 Total $ 8,325 11,651 4,000 $ 7,248 3,932 942 $ 9,051 $ 118,056 The table below represents the consideration paid for the net assets acquired in business combinations during 2021: Agron Aquarius 55 Hydro Charcoir San Diego Hydro Grow Warehouse Grow Depot Maine Indoor Garden Downriver Cash $ 5,973 $ 2,331 $ 5,347 $ 9,902 $ 4,751 $ 8,100 $ 1,738 $ 1,165 $ 3,177 Common stock 5,276 1,227 1,132 6,466 4,531 9,679 411 527 1,174 Total $ 11,249 $ 3,558 $ 6,479 $ 16,368 $ 9,282 $ 17,779 $ 2,149 $ 1,692 $ 4,351 Harvest Aquaserene Mendocino CGS Hoagtech All Seasons MMI Total Cash $ 5,561 $ 9,860 $ 4,000 $ 5,976 $ 3,932 $ 701 $ 8,270 $ 80,784 Common stock 2,764 1,791 — 1,272 — 241 781 37,272 Total $ 8,325 $ 11,651 $ 4,000 $ 7,248 $ 3,932 $ 942 $ 9,051 $ 118,056 |
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 Consolidated Statement of Operations for the year ended December 31, 2023. SGS Other Total Acquisition date May 23, 2023 Net sales $ 2,040 $ 3,167 $ 5,207 Net income (loss) $ 41 $ (40) $ 1 The following table discloses the date of the acquisition noted above and the revenue and earnings included in the Consolidated Statement of Operations for the year ended December 31, 2022. Revenue and earnings amounts include other proprietary brands now being included under HRG for operations. HRG STL Total Acquisition date February 1, 2022 November 3, 2022 Revenue $ 19,239 $ 178 $ 19,417 Net Income (loss) $ (629) $ 41 $ (588) The following table discloses the date of the acquisitions noted above and the revenue and earnings included in the Consolidated Income Statement from the date of acquisition to the period ended December 31, 2021. Agron Aquarius 55 Hydro Charcoir San Diego Hydro Grow Warehouse LLC Grow Depot Maine Indoor Garden Downriver Acquisition date 3/19/2021 3/15/2021 3/15/2021 3/12/2021 2/22/2021 2/15/2021 2/1/2021 1/25/2021 3/31/2021 Revenue $ 14,403 $ 9,640 $ 6,017 $ 6,840 $ 7,173 $ 13,147 $ 6,655 $ 6,265 $ 3,663 Net Income (loss) $ (305) $ 1,679 $ 399 $ 1,039 $ 906 $ 2,175 $ 1,132 $ 1,088 $ 297 Harvest Aquaserene Mendocino CGS Hoagtech All Seasons MMI Total Acquisition date 5/3/21 7/19/21 7/19/21 8/24/21 8/23/21 10/15/21 12/31/21 Revenue $ 6,706 $ 2,742 $ 1,455 $ 1,534 $ 1,564 $ 187 $ — $ 87,991 Net Income (loss) $ 924 $ 445 $ 106 $ 15 $ 141 $ 52 $ — $ 10,093 |
Schedule of Business Acquisition, Pro Forma Information | The following represents the pro forma Consolidated Statement of Operations as if the acquisitions had been included in the consolidated results of the Company for the entire period for the years ended December 31, 2023, 2022, and 2021. December 31, 2023 (Unaudited) December 31, 2022 (Unaudited) December 31, 2021 (Unaudited) Net sales $ 228,032 $ 285,524 $ 429,846 Net income (loss) $ (46,524) $ (163,712) $ 12,820 The following represents the pro forma Consolidated Income Statement as if the acquisitions had been included in the consolidated results of the Company for the entire period for the years ended December 31, 2022 and 2021. December 31, December 31, Revenue $ 280,897 $ 441,906 Net income (loss) $ (162,156) $ 12,198 The following represents the pro forma Consolidated Income Statement as if the acquisitions had been included in the consolidated results of the Company for the entire period for the years ended December 31, 2021. December 31, Revenue $ 452,126 Net income $ 13,511 |
SEGMENTS (Tables)
SEGMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Disaggregation of Revenue | Disaggregated revenue by segment is presented in the following tables: December 31, Net sales 2023 2022 2021 Cultivation and Gardening Proprietary brand sales $ 36,473 $ 36,906 $ 39,970 Non-proprietary brand sales 157,991 208,775 382,519 Total Cultivation and Gardening 194,464 245,681 422,489 Storage Solutions Commercial fixture sales 31,418 32,485 — Total Storage Solutions 31,418 32,485 — Total $ 225,882 $ 278,166 $ 422,489 December 31, Net sales 2023 2022 2021 Cultivation and Gardening Consumables $ 139,431 $ 161,012 $ 243,626 Durables 55,033 84,669 178,863 Total Cultivation and Gardening 194,464 245,681 422,489 Storage Solutions Durables 31,418 32,485 — Total Storage Solutions 31,418 32,485 — Total $ 225,882 $ 278,166 $ 422,489 |
Schedule of Segment Reporting Information, by Segment | Selected information by segment is presented in the following tables: December 31, 2023 2022 2021 Net sales Cultivation and Gardening $ 194,464 $ 245,681 $ 422,489 Storage Solutions 31,418 32,485 — Total net sales 225,882 278,166 422,489 Gross profit Cultivation and Gardening 47,404 58,837 118,241 Storage Solutions 13,854 11,426 — Total gross profit 61,258 70,263 118,241 Segment operating profit Cultivation and Gardening 4,265 8,475 68,499 Storage Solutions 8,911 7,108 — Total segment operating profit 13,176 15,583 68,499 Corporate expenses Selling, general, and administrative 29,799 36,758 39,469 Estimated credit losses 955 1,737 1,428 Depreciation and amortization 16,607 17,132 12,600 Impairment loss 15,659 127,831 — Income (loss) from operations $ (49,844) $ (167,875) $ 15,002 |
NATURE OF OPERATIONS (Details)
NATURE OF OPERATIONS (Details) | Dec. 31, 2023 store state |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of stores | store | 50 |
Number of states in which entity operates | state | 18 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 USD ($) | Dec. 31, 2023 USD ($) segment | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Accounting Policies [Line Items] | ||||
Number of reportable segments | segment | 2 | |||
Cash SIPC insured amount | $ 500 | |||
Cash, uninsured amount | 20,800 | $ 34,300 | ||
Change in value of marketable securities | $ 1,438 | 0 | $ 0 | |
Interest percentage | 1.50% | |||
Inventory write-down | $ 4,800 | 7,800 | 5,300 | |
Impairment | $ 116,700 | 9,283 | 116,657 | |
Impairment of intangible assets, finite-lived | $ 11,200 | 6,243 | 11,174 | |
Impairment loss on operating lease right-of-use assets | 133 | 0 | 0 | |
Marketing and advertising expense | 1,800 | 4,000 | 4,000 | |
Cash | ||||
Accounting Policies [Line Items] | ||||
Cash SIPC insured amount | 250 | |||
Other Nonoperating Income (Expense) | ||||
Accounting Policies [Line Items] | ||||
Change in value of marketable securities | 1,400 | $ 0 | $ 0 | |
Maximum | ||||
Accounting Policies [Line Items] | ||||
Cash, FDIC insured amount | $ 250 | |||
Acquired intangible assets, weighted average useful life | 6 years | |||
Maximum | Notes Receivable | ||||
Accounting Policies [Line Items] | ||||
Interest percentage | 12% | |||
Notes receivable term | 18 months | |||
Minimum | ||||
Accounting Policies [Line Items] | ||||
Acquired intangible assets, weighted average useful life | 5 years | |||
Minimum | Notes Receivable | ||||
Accounting Policies [Line Items] | ||||
Interest percentage | 6% | |||
Notes receivable term | 12 months |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Estimated Useful Lives (Details) | Dec. 31, 2023 |
Vehicles | |
Property, Plant and Equipment [Line Items] | |
Estimated Lives | 5 years |
Buildings | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated Lives | 20 years |
Buildings | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated Lives | 30 years |
Furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated Lives | 3 years |
Furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated Lives | 7 years |
Computers and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated Lives | 3 years |
Computers and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated Lives | 5 years |
Capitalized software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated Lives | 3 years |
Capitalized software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated Lives | 8 years |
Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated Lives | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of fair value of impaired notes receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Inputs, Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | $ 17,300 | $ 25,087 |
Fair Value, Inputs, Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Marketable securities | $ 35,212 | $ 31,852 |
REVENUE RECOGNITION - Schedule
REVENUE RECOGNITION - Schedule of customer trade receivables and customer deposit liability (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue Recognition, Customer Deposits [Roll Forward] | |||
Increase (decrease) | $ 1,021 | $ (8,590) | $ 6,362 |
Accounts Receivable, Net | |||
Revenue Recognition, Customer Deposits [Roll Forward] | |||
Opening balance | 8,336 | 5,741 | |
Closing balance | 8,895 | 8,336 | 5,741 |
Increase (decrease) | 559 | 2,595 | |
Customer Deposits | |||
Revenue Recognition, Customer Deposits [Roll Forward] | |||
Opening balance | 4,338 | 11,686 | |
Closing balance | 5,359 | 4,338 | $ 11,686 |
Increase (decrease) | $ 1,021 | $ (7,348) |
REVENUE RECOGNITION - Narrative
REVENUE RECOGNITION - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Revenue recognized from contract with customer liability | $ 3.4 | $ 11.1 |
Minimum | ||
Disaggregation of Revenue [Line Items] | ||
Interest rate | 6% | |
Repayment term | 12 months | |
Maximum | ||
Disaggregation of Revenue [Line Items] | ||
Interest rate | 12% | |
Repayment term | 18 months |
REVENUE RECOGNITION - Schedul_2
REVENUE RECOGNITION - Schedule of long term trade receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Trade Accounts Receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Notes receivable | $ 2,031 | $ 2,464 |
Allowance for credit losses | (1,732) | (1,250) |
Notes receivable, net | 299 | 1,214 |
Notes Receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Notes receivable | 1,732 | 1,500 |
Allowance for credit losses | (1,732) | (1,250) |
Notes receivable, net | $ 0 | $ 250 |
PROPERTY AND EQUIPMENT - PROPER
PROPERTY AND EQUIPMENT - PROPERTY AND EQUIPMENT - Schedule of property and equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 47,048 | $ 42,267 |
Accumulated depreciation and amortization | (19,996) | (13,598) |
Property and equipment, net | 27,052 | 28,669 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,558 | 2,176 |
Buildings and land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,121 | 2,121 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 11,920 | 12,562 |
Furniture, fixtures and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 14,364 | 13,195 |
Capitalized software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 16,085 | 2,644 |
Construction-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 0 | $ 9,569 |
PROPERTY AND EQUIPMENT - Narrat
PROPERTY AND EQUIPMENT - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 7.9 | $ 7.2 | $ 3.7 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 USD ($) | Dec. 31, 2023 USD ($) reportingUnit | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Number of reporting units | reportingUnit | 4 | |||
Impairment | $ 116,700 | $ 9,283 | $ 116,657 | |
Impairment of intangible assets, finite-lived | $ 11,200 | 6,243 | 11,174 | |
Impairment loss | $ 15,659 | 127,831 | $ 0 | |
Number of reporting units subject to a quantitative assessment | reportingUnit | 3 | |||
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration] | Impairment loss | |||
Accumulated impaired for goodwill | $ 125,900 | 116,700 | 0 | |
Amortization expense | $ 8,700 | $ 9,900 | $ 8,900 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Schedule of goodwill and impairment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill [Roll Forward] | |||
Beginning balance | $ 15,978 | $ 125,401 | |
Acquisitions and measurement period adjustments | 830 | 7,234 | |
Impairment | $ (116,700) | (9,283) | (116,657) |
Ending balance | 7,525 | 15,978 | |
Cultivation and Gardening | |||
Goodwill [Roll Forward] | |||
Beginning balance | 14,373 | 124,199 | |
Acquisitions and measurement period adjustments | 830 | 6,831 | |
Impairment | (9,283) | (116,657) | |
Ending balance | 5,920 | 14,373 | |
Storage Solutions | |||
Goodwill [Roll Forward] | |||
Beginning balance | 1,605 | 1,202 | |
Acquisitions and measurement period adjustments | 0 | 403 | |
Impairment | 0 | 0 | |
Ending balance | $ 1,605 | $ 1,605 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Schedule of intangible assets and impairment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Roll Forward] | |||
Begining balance | $ 30,878 | $ 48,402 | |
Amortization of Intangible Assets | (8,895) | (9,762) | |
Acquisitions and measurement period adjustments | 440 | 3,412 | |
Impairment | $ (11,200) | (6,243) | (11,174) |
Ending balance | 16,180 | 30,878 | |
Cultivation and Gardening | |||
Finite-Lived Intangible Assets [Roll Forward] | |||
Begining balance | 27,418 | 44,161 | |
Amortization of Intangible Assets | (8,114) | (8,981) | |
Acquisitions and measurement period adjustments | 440 | 3,412 | |
Impairment | (6,243) | (11,174) | |
Ending balance | 13,501 | 27,418 | |
Storage Solutions | |||
Finite-Lived Intangible Assets [Roll Forward] | |||
Begining balance | 3,460 | 4,241 | |
Amortization of Intangible Assets | (781) | (781) | |
Acquisitions and measurement period adjustments | 0 | 0 | |
Impairment | 0 | 0 | |
Ending balance | $ 2,679 | $ 3,460 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS - Schedule of intangible assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 43,459 | $ 49,261 |
Accumulated Amortization | (27,279) | (18,383) |
Net Carrying Amount | $ 16,180 | 30,878 |
Weighted-average amortization period of intangible assets | 2 years 7 months 20 days | |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 28,198 | 29,062 |
Accumulated Amortization | (16,488) | (10,517) |
Net Carrying Amount | $ 11,710 | 18,545 |
Weighted-average amortization period of intangible assets | 2 years 2 months 15 days | |
Patents, trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 69 | 100 |
Accumulated Amortization | (69) | (56) |
Net Carrying Amount | 0 | 44 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 13,192 | 17,102 |
Accumulated Amortization | (8,813) | (6,501) |
Net Carrying Amount | $ 4,379 | 10,601 |
Weighted-average amortization period of intangible assets | 3 years 9 months 29 days | |
Non-competes | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 864 | 932 |
Accumulated Amortization | (773) | (551) |
Net Carrying Amount | $ 91 | 381 |
Weighted-average amortization period of intangible assets | 1 year 1 month 20 days | |
Intellectual property | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,136 | 2,065 |
Accumulated Amortization | (1,136) | (758) |
Net Carrying Amount | $ 0 | $ 1,307 |
GOODWILL AND INTANGIBLE ASSET_6
GOODWILL AND INTANGIBLE ASSETS - Schedule of future amortization expense (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 6,704 | |
2025 | 6,339 | |
2026 | 2,231 | |
2027 | 799 | |
2028 | 82 | |
Thereafter | 25 | |
Net Carrying Amount | $ 16,180 | $ 30,878 |
INCOME TAXES - Income Tax Expen
INCOME TAXES - Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current tax expense (benefit): | |||
Federal | $ (115) | $ (471) | $ (115) |
State | 147 | (55) | 949 |
Deferred tax (benefit): | |||
Federal | 0 | (2,179) | 1,473 |
State | 0 | (180) | 136 |
Valuation allowance | 0 | 0 | 0 |
Provision (benefit) for income taxes | $ 32 | $ (2,885) | $ 2,443 |
INCOME TAXES - Summary of Defer
INCOME TAXES - Summary of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net operating losses and attributes carryovers | $ 15,097 | $ 7,655 |
Deferred right to use lease liabilities | 10,874 | 12,200 |
Share-based compensation | 1,249 | 1,177 |
Accumulated depreciation and amortization | 30,101 | 27,288 |
Accruals and other | 2,421 | 2,007 |
Total deferred tax assets | 59,742 | 50,327 |
Deferred tax liabilities: | ||
Deferred right to use lease assets | (10,224) | (11,638) |
Total deferred tax liabilities | (10,224) | (11,638) |
Deferred tax asset (liability) | 49,518 | 38,689 |
Valuation allowance | (49,518) | (38,689) |
Deferred tax asset (liability), net | $ 0 | $ 0 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | |||
Indefinite operating loss carryforward | $ 58,600,000 | ||
Cumulative state NOL carryforwards | $ 53,300,000 | $ 28,000,000 | |
Interest and penalties | $ 0 | $ 0 |
INCOME TAXES - Schedule of Effe
INCOME TAXES - Schedule of Effective Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory income tax rate | 21% | 21% | 21% |
State and local income taxes (net of federal tax benefit) | 4% | 5% | 7% |
Share-based compensation | (1.00%) | (1.00%) | (8.00%) |
Return to provision adjustments | 0% | 0% | (4.00%) |
Valuation allowance | (24.00%) | (23.00%) | 0% |
Effective income tax rate | 0% | 2% | 16% |
LEASES - Operating Lease Assets
LEASES - Operating Lease Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Operating leases right-of-use assets, net | $ 39,933 | $ 46,433 |
Current maturities of operating lease liability | 8,021 | 8,131 |
Operating lease liability, net of current maturities | 34,448 | 40,659 |
Total lease liability | $ 42,469 | $ 48,790 |
LEASES - Schedule of other info
LEASES - Schedule of other information related to leases (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Weighted average remaining lease term | 6 years | 6 years 6 months |
Weighted average discount rate | 6.10% | 5.80% |
LEASES - Narrative (Details)
LEASES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Sublease income | $ 1,100 | $ 100 | $ 0 |
Impairment loss on operating lease right-of-use assets | $ 133 | $ 0 | $ 0 |
LEASES - Lease Cost (Details)
LEASES - Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Operating lease costs | $ 11,248 | $ 10,936 | $ 8,205 |
Variable lease costs | 2,559 | 2,428 | 2,130 |
Short-term lease costs | 268 | 451 | 205 |
Total operating lease costs | $ 14,075 | $ 13,815 | $ 10,540 |
LEASES - Maturity Lease Schedul
LEASES - Maturity Lease Schedule (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
2024 | $ 10,308 | |
2025 | 9,577 | |
2026 | 7,683 | |
2027 | 5,608 | |
2028 | 5,115 | |
Thereafter | 12,321 | |
Total lease payments | 50,612 | |
Less: imputed interest | (8,143) | |
Operating lease liability at December 31, 2023 | $ 42,469 | $ 48,790 |
LEASES - Schedule Of Supplement
LEASES - Schedule Of Supplemental and Other Information For Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Operating cash flow from operating leases | $ 11,139 | $ 10,328 | $ 7,209 |
SHARE BASED PAYMENTS - Narrativ
SHARE BASED PAYMENTS - Narrative (Details) $ in Thousands | 12 Months Ended | |||||||
Jun. 15, 2023 USD ($) employee | Nov. 17, 2022 USD ($) shares | Dec. 31, 2023 USD ($) plan shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Feb. 07, 2020 shares | Feb. 06, 2020 shares | Mar. 06, 2014 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of long-term incentive plans | plan | 2 | |||||||
Stock issued over the term of the plan (in shares) | shares | 5,000,000 | 2,500,000 | ||||||
Share-based compensation aggregate intrinsic value of vested stock options | $ 100 | $ 100 | $ 7,900 | |||||
Proceeds from issuance of warrants | $ 10 | |||||||
Stock issued during period (in shares) | shares | 10,000 | |||||||
Share-based payment arrangement expense | 200 | 500 | $ 700 | |||||
Restricted Stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unamortized share-based compensation | $ 3,700 | |||||||
Share-based compensation weighted average period | 2 years 6 months | |||||||
Liability Awards | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting period | 3 years | |||||||
Number of employee subjected to awards | employee | 3 | |||||||
Liability relieved to additional paid-in capital | $ 700 | |||||||
Incremental expense | $ 100 | |||||||
Aggregate face value | $ 5,300 | |||||||
Warrant | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Forfeited (in shares) | shares | 250,000 | |||||||
2014 Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Maximum number of shares of common stock which may be issued (in shares) | shares | 2,500,000 | |||||||
Purchase price of common stock, percent | 110% | |||||||
Total shares available for issuance pursuant to the Plan (in shares) | shares | 300,000 | |||||||
2014 Plan | Employee Stock Option | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Option exercisable term | 10 years | |||||||
2014 Plan | Incentive Stock Option | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Option exercisable term | 5 years | |||||||
2018 Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Purchase price of common stock, percent | 110% | |||||||
Total shares available for issuance pursuant to the Plan (in shares) | shares | 300,000 | |||||||
2018 Plan | Employee Stock Option | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Option exercisable term | 10 years | |||||||
2018 Plan | Incentive Stock Option | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Option exercisable term | 5 years |
SHARE BASED PAYMENTS - Schedule
SHARE BASED PAYMENTS - Schedule of Share-based Payments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |||
Restricted stock | $ 3,171 | $ 3,889 | $ 4,349 |
Stock options | 0 | 59 | 781 |
Common stock warrants | 0 | 1,019 | 1,455 |
Total | $ 3,171 | $ 4,967 | $ 6,585 |
SHARE BASED PAYMENTS - Restrict
SHARE BASED PAYMENTS - Restricted Stock Activity (Details) - Restricted Stock - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Shares | ||
Nonvested, beginning balance (in shares) | 615 | 484 |
Granted (in shares) | 1,194 | 1,044 |
Vested (in shares) | (513) | (399) |
Forfeited (in shares) | (391) | (514) |
Nonvested, ending balance (in shares) | 905 | 615 |
Weighted Average Grant Date Fair Value | ||
Nonvested, beginning balance (in dollars per share) | $ 9.41 | $ 20.19 |
Granted (in dollars per share) | 3.73 | 8.85 |
Vested (in dollars per share) | 5.73 | 9.26 |
Forfeited (in dollars per share) | 6.79 | 18.73 |
Nonvested, ending balance (in dollars per share) | $ 5.23 | $ 9.41 |
SHARE BASED PAYMENTS - Schedu_2
SHARE BASED PAYMENTS - Schedule of Stock Option Activity (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Shares | |||
Beginning balance (in shares) | 604 | 906 | |
Granted (in shares) | 0 | 0 | |
Exercised (in shares) | (20) | (55) | |
Forfeited or expired, Shares | (7) | (247) | |
Ending balance (in shares) | 577 | 604 | 906 |
Weighted- Average Exercise Price | |||
Weighted average exercise price, beginning balance (in dollars per share) | $ 3.97 | $ 4.38 | |
Weighted average exercise price, Granted (in dollars per share) | 0 | 0 | |
Weighted average exercise price, Exercised (in dollars per share) | 3.50 | 4.14 | |
Weighted average exercise price, Forfeited or expired (in dollars per share) | 2.25 | 5.36 | |
Weighted average exercise price, ending balance (in dollars per share) | $ 4.01 | $ 3.97 | $ 4.38 |
Weighted- Average Remaining Contractual Term And Weighted- Average Grant Date Fair Value | |||
Weighted-Average Remaining Contractual Term, outstanding (in years) | 11 months 12 days | 1 year 10 months 13 days | 2 years 10 months 6 days |
Weighted - Average Grant Date Fair Value, Outstanding beginning balance (in dollars per share) | $ 2.24 | $ 2.45 | |
Weighted - Average Grant Date Fair Value, Granted (in dollars per share) | 0 | 0 | |
Weighted - Average Grant Date Fair Value, Exercised (in dollars per share) | 2.21 | 2.22 | |
Weighted - Average Grant Date Fair Value, Forfeited or expired (in dollars per share) | 1.22 | 2.97 | |
Weighted - Average Grant Date Fair Value Outstanding ending balance (in dollars per share) | $ 2.25 | $ 2.24 | $ 2.45 |
Vested and exercisable (in shares) | 577 | 604 | |
Weighted Average Exercise Price, Vested and exercisable (in dollars per share) | $ 4.01 | $ 3.97 | |
Weighted-Average Remaining Contractual Term, Vested and exercisable (in years) | 11 months 12 days | 1 year 10 months 13 days | |
Weighted - Average Grant Date Fair Value, Vested and exercisable (in dollars per share) | $ 2.25 | $ 2.24 |
SHARE BASED PAYMENTS - Schedu_3
SHARE BASED PAYMENTS - Schedule of company’s outstanding stock purchase warrants (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Warrants | ||
Outstanding, beginning balance (in shares) | 33,000 | 331,000 |
Issued (in shares) | 0 | 0 |
Exercised (in shares) | 0 | (48,000) |
Forfeited (in shares) | (33,000) | (250,000) |
Outstanding, ending balance (in shares) | 0 | 33,000 |
Weighted Average Exercise Price | ||
Weighted Average Exercise Price Outstanding, beginning (in dollars per share) | $ 10.61 | $ 22.14 |
Issued (in dollars per share) | 0 | 0 |
Exercised (in dollars per share) | 0 | 3.50 |
Forfeited (in dollars per share) | 10.61 | 26.57 |
Weighted Average Exercise Price Outstanding, ending (in dollars per share) | $ 0 | $ 10.61 |
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, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |||
Net income (loss) | $ (46,496) | $ (163,747) | $ 12,786 |
Weighted average shares outstanding, basic (in shares) | 61,181,000 | 60,813,000 | 59,223,000 |
Effect of dilutive outstanding warrants and stock options (in shares) | 0 | 0 | 1,241,000 |
Weighted average shares outstanding, dilutive (in shares) | 61,181,000 | 60,813,000 | 60,464,000 |
Basic earnings (loss) per share (in dollars per share) | $ (0.76) | $ (2.69) | $ 0.22 |
Diluted earnings (loss) per share (in dollars per share) | $ (0.76) | $ (2.69) | $ 0.21 |
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 | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | ||
Employee Stock Option | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 600 | 600 | |
Restricted Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 900 | 600 | |
Warrant | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 33 |
EMPLOYEE BENEFIT PLAN (Details)
EMPLOYEE BENEFIT PLAN (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Postemployment Benefits [Abstract] | |||
Matching contributions | $ 600 | $ 600 | $ 400 |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) | 12 Months Ended | |||||||||||||||||||
May 23, 2023 USD ($) | Nov. 03, 2022 USD ($) | Feb. 01, 2022 USD ($) | Dec. 31, 2021 USD ($) | Oct. 15, 2021 USD ($) | Aug. 24, 2021 USD ($) | Aug. 23, 2021 USD ($) | Jul. 19, 2021 USD ($) | Jul. 03, 2021 USD ($) | May 24, 2021 USD ($) | Apr. 19, 2021 USD ($) | Mar. 19, 2021 USD ($) | Mar. 15, 2021 USD ($) | Mar. 12, 2021 USD ($) | Feb. 22, 2021 USD ($) store | Feb. 15, 2021 USD ($) store | Feb. 01, 2021 USD ($) store | Jan. 25, 2021 USD ($) store | Dec. 31, 2023 USD ($) store | Dec. 31, 2022 USD ($) | |
Business Acquisition [Line Items] | ||||||||||||||||||||
Goodwill purchase accounting adjustments | $ (1,300,000) | |||||||||||||||||||
Business acquisition, transaction costs | $ 700,000 | $ 100,000 | 200,000 | |||||||||||||||||
Indemnity stock holdback | $ 147,000 | 875,000 | ||||||||||||||||||
Number of stores | store | 50 | |||||||||||||||||||
SGS | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Consideration transferred | $ 2,000,000 | |||||||||||||||||||
Payments to acquire businesses | 1,900,000 | |||||||||||||||||||
Indemnity stock holdback | 100,000 | $ 107,000 | ||||||||||||||||||
Acquired goodwill | $ 600,000 | |||||||||||||||||||
Other | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Consideration transferred | 1,200,000 | |||||||||||||||||||
Payments to acquire businesses | 1,100,000 | |||||||||||||||||||
Indemnity stock holdback | 40,000 | |||||||||||||||||||
Acquired goodwill | $ 300,000 | |||||||||||||||||||
STL | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Payments to acquire businesses | $ 400,000 | |||||||||||||||||||
Indemnity stock holdback | 0 | |||||||||||||||||||
Acquired goodwill | $ 100,000 | |||||||||||||||||||
HRG | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Consideration transferred | $ 13,400,000 | |||||||||||||||||||
Payments to acquire businesses | 6,800,000 | |||||||||||||||||||
Indemnity stock holdback | 900,000 | $ 875,000 | ||||||||||||||||||
Acquired goodwill | 5,800,000 | |||||||||||||||||||
Business combination, equity interest issued or issuable, amount | $ 5,700,000 | |||||||||||||||||||
Indoor Garden | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Consideration transferred | $ 1,700,000 | |||||||||||||||||||
Payments to acquire businesses | 1,200,000 | |||||||||||||||||||
Acquired goodwill | 700,000 | |||||||||||||||||||
Business combination, equity interest issued or issuable, amount | $ 500,000 | |||||||||||||||||||
Number of stores | store | 2 | |||||||||||||||||||
Grow Depot Maine | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Consideration transferred | $ 2,100,000 | |||||||||||||||||||
Payments to acquire businesses | 1,700,000 | |||||||||||||||||||
Acquired goodwill | 900,000 | |||||||||||||||||||
Business combination, equity interest issued or issuable, amount | $ 400,000 | |||||||||||||||||||
Number of stores | store | 2 | |||||||||||||||||||
Grow Warehouse | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Consideration transferred | $ 17,800,000 | |||||||||||||||||||
Payments to acquire businesses | 8,100,000 | |||||||||||||||||||
Acquired goodwill | 11,100,000 | |||||||||||||||||||
Business combination, equity interest issued or issuable, amount | $ 9,700,000 | |||||||||||||||||||
Number of stores | store | 4 | |||||||||||||||||||
Grow Warehouse | COLORADO | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Number of stores | store | 3 | |||||||||||||||||||
Grow Warehouse | OKLAHOMA | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Number of stores | store | 1 | |||||||||||||||||||
San Diego Hydro | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Consideration transferred | $ 9,300,000 | |||||||||||||||||||
Payments to acquire businesses | 4,800,000 | |||||||||||||||||||
Acquired goodwill | 5,700,000 | |||||||||||||||||||
Business combination, equity interest issued or issuable, amount | $ 4,500,000 | |||||||||||||||||||
Number of stores | store | 4 | |||||||||||||||||||
Charcoir | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Consideration transferred | $ 16,400,000 | |||||||||||||||||||
Payments to acquire businesses | 9,900,000 | |||||||||||||||||||
Acquired goodwill | 6,100,000 | |||||||||||||||||||
Business combination, equity interest issued or issuable, amount | $ 6,500,000 | |||||||||||||||||||
55 Hydro | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Consideration transferred | $ 6,500,000 | |||||||||||||||||||
Payments to acquire businesses | 5,300,000 | |||||||||||||||||||
Acquired goodwill | 3,900,000 | |||||||||||||||||||
Business combination, equity interest issued or issuable, amount | 1,100,000 | |||||||||||||||||||
Aquarius | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Consideration transferred | 3,600,000 | |||||||||||||||||||
Payments to acquire businesses | 2,300,000 | |||||||||||||||||||
Acquired goodwill | 1,700,000 | |||||||||||||||||||
Business combination, equity interest issued or issuable, amount | $ 1,200,000 | |||||||||||||||||||
Agron | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Consideration transferred | $ 11,200,000 | |||||||||||||||||||
Payments to acquire businesses | 6,000,000 | |||||||||||||||||||
Acquired goodwill | 8,700,000 | |||||||||||||||||||
Business combination, equity interest issued or issuable, amount | $ 5,300,000 | |||||||||||||||||||
Grow Depot LLC | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Consideration transferred | $ 4,400,000 | |||||||||||||||||||
Payments to acquire businesses | 3,200,000 | |||||||||||||||||||
Acquired goodwill | 2,100,000 | |||||||||||||||||||
Business combination, equity interest issued or issuable, amount | $ 1,200,000 | |||||||||||||||||||
Harvest | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Consideration transferred | $ 8,300,000 | |||||||||||||||||||
Payments to acquire businesses | 5,600,000 | |||||||||||||||||||
Acquired goodwill | 4,600,000 | |||||||||||||||||||
Business combination, equity interest issued or issuable, amount | $ 2,800,000 | |||||||||||||||||||
Aquaserene | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Consideration transferred | $ 11,700,000 | |||||||||||||||||||
Payments to acquire businesses | 9,900,000 | |||||||||||||||||||
Acquired goodwill | 7,000,000 | |||||||||||||||||||
Business combination, equity interest issued or issuable, amount | $ 1,800,000 | |||||||||||||||||||
Mendocino | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Payments to acquire businesses | $ 4,000,000 | |||||||||||||||||||
Acquired goodwill | $ 2,100,000 | |||||||||||||||||||
CGS | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Consideration transferred | $ 7,200,000 | |||||||||||||||||||
Payments to acquire businesses | 6,000,000 | |||||||||||||||||||
Acquired goodwill | 4,000,000 | |||||||||||||||||||
Business combination, equity interest issued or issuable, amount | $ 1,300,000 | |||||||||||||||||||
Hoagtech | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Consideration transferred | $ 3,900,000 | |||||||||||||||||||
Acquired goodwill | 4,600,000 | |||||||||||||||||||
Business combination, contingent consideration, equity interest issued or issuable, amount | 600,000 | |||||||||||||||||||
Revenue threshold | $ 8,000,000 | |||||||||||||||||||
Probability of achieving threshold | 5% | |||||||||||||||||||
Contingent consideration transferred | $ 28,500 | |||||||||||||||||||
Indoor Store, LLC | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Consideration transferred | $ 900,000 | |||||||||||||||||||
Payments to acquire businesses | 700,000 | |||||||||||||||||||
Acquired goodwill | 500,000 | |||||||||||||||||||
Business combination, equity interest issued or issuable, amount | $ 200,000 | |||||||||||||||||||
MMI | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Consideration transferred | 9,100,000 | |||||||||||||||||||
Payments to acquire businesses | 8,300,000 | |||||||||||||||||||
Acquired goodwill | 1,200,000 | |||||||||||||||||||
Business combination, equity interest issued or issuable, amount | $ 800,000 |
ACQUISITIONS - Schedule of purc
ACQUISITIONS - Schedule of purchase price (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | |||
Inventory | $ 1,587 | $ 4,449 | $ 16,857 |
Prepaids and other current assets | 293 | 86 | 742 |
Furniture and equipment | 47 | 148 | 2,233 |
Operating lease right of use asset | 1,232 | 666 | 13,340 |
Operating lease liability | (1,232) | (666) | (13,340) |
Customer relationships | 440 | 2,430 | 18,765 |
Goodwill | 830 | 5,951 | 62,462 |
Trade name | 496 | 14,792 | |
Non-compete | 255 | 588 | |
Liabilities | (448) | ||
Intellectual property | 2,065 | ||
Total | 3,197 | 13,815 | 118,056 |
SGS | |||
Business Acquisition [Line Items] | |||
Inventory | 720 | ||
Prepaids and other current assets | 292 | ||
Furniture and equipment | 0 | ||
Operating lease right of use asset | 612 | ||
Operating lease liability | (612) | ||
Customer relationships | 440 | ||
Goodwill | 577 | ||
Total | 2,029 | ||
Other | |||
Business Acquisition [Line Items] | |||
Inventory | 867 | ||
Prepaids and other current assets | 1 | ||
Furniture and equipment | 47 | ||
Operating lease right of use asset | 620 | ||
Operating lease liability | (620) | ||
Customer relationships | 0 | ||
Goodwill | 253 | ||
Total | $ 1,168 | ||
HRG | |||
Business Acquisition [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 | ||
Goodwill | 5,816 | ||
Trade name | 496 | ||
Non-compete | 255 | ||
Total | 13,391 | ||
STL | |||
Business Acquisition [Line Items] | |||
Inventory | 279 | ||
Prepaids and other current assets | 10 | ||
Furniture and equipment | 0 | ||
Operating lease right of use asset | 0 | ||
Operating lease liability | 0 | ||
Customer relationships | 0 | ||
Goodwill | 135 | ||
Trade name | 0 | ||
Non-compete | 0 | ||
Total | $ 424 | ||
Agron | |||
Business Acquisition [Line Items] | |||
Inventory | 0 | ||
Prepaids and other current assets | 46 | ||
Furniture and equipment | 29 | ||
Operating lease right of use asset | 98 | ||
Operating lease liability | (98) | ||
Customer relationships | 832 | ||
Goodwill | 8,673 | ||
Trade name | 1,530 | ||
Non-compete | 139 | ||
Liabilities | 0 | ||
Intellectual property | 0 | ||
Total | 11,249 | ||
Aquarius | |||
Business Acquisition [Line Items] | |||
Inventory | 957 | ||
Prepaids and other current assets | 12 | ||
Furniture and equipment | 63 | ||
Operating lease right of use asset | 108 | ||
Operating lease liability | (108) | ||
Customer relationships | 339 | ||
Goodwill | 1,702 | ||
Trade name | 485 | ||
Non-compete | 0 | ||
Liabilities | 0 | ||
Intellectual property | 0 | ||
Total | 3,558 | ||
55 Hydro | |||
Business Acquisition [Line Items] | |||
Inventory | 780 | ||
Prepaids and other current assets | 29 | ||
Furniture and equipment | 50 | ||
Operating lease right of use asset | 861 | ||
Operating lease liability | (861) | ||
Customer relationships | 809 | ||
Goodwill | 3,915 | ||
Trade name | 870 | ||
Non-compete | 26 | ||
Liabilities | 0 | ||
Intellectual property | 0 | ||
Total | 6,479 | ||
Charcoir | |||
Business Acquisition [Line Items] | |||
Inventory | 839 | ||
Prepaids and other current assets | 534 | ||
Furniture and equipment | 0 | ||
Operating lease right of use asset | 0 | ||
Operating lease liability | 0 | ||
Customer relationships | 5,712 | ||
Goodwill | 6,119 | ||
Trade name | 1,099 | ||
Non-compete | 0 | ||
Liabilities | 0 | ||
Intellectual property | 2,065 | ||
Total | 16,368 | ||
San Diego Hydro | |||
Business Acquisition [Line Items] | |||
Inventory | 1,400 | ||
Prepaids and other current assets | 36 | ||
Furniture and equipment | 315 | ||
Operating lease right of use asset | 1,079 | ||
Operating lease liability | (1,079) | ||
Customer relationships | 605 | ||
Goodwill | 5,728 | ||
Trade name | 1,192 | ||
Non-compete | 6 | ||
Liabilities | 0 | ||
Intellectual property | 0 | ||
Total | 9,282 | ||
Grow Warehouse | |||
Business Acquisition [Line Items] | |||
Inventory | 2,450 | ||
Prepaids and other current assets | 30 | ||
Furniture and equipment | 250 | ||
Operating lease right of use asset | 641 | ||
Operating lease liability | (641) | ||
Customer relationships | 1,256 | ||
Goodwill | 11,120 | ||
Trade name | 2,748 | ||
Non-compete | 94 | ||
Liabilities | (169) | ||
Intellectual property | 0 | ||
Total | 17,779 | ||
Grow Depot Maine | |||
Business Acquisition [Line Items] | |||
Inventory | 326 | ||
Prepaids and other current assets | 3 | ||
Furniture and equipment | 25 | ||
Operating lease right of use asset | 92 | ||
Operating lease liability | (92) | ||
Customer relationships | 549 | ||
Goodwill | 866 | ||
Trade name | 344 | ||
Non-compete | 36 | ||
Liabilities | 0 | ||
Intellectual property | 0 | ||
Total | 2,149 | ||
Indoor Garden | |||
Business Acquisition [Line Items] | |||
Inventory | 372 | ||
Prepaids and other current assets | 0 | ||
Furniture and equipment | 94 | ||
Operating lease right of use asset | 137 | ||
Operating lease liability | (137) | ||
Customer relationships | 210 | ||
Goodwill | 661 | ||
Trade name | 353 | ||
Non-compete | 2 | ||
Liabilities | 0 | ||
Intellectual property | 0 | ||
Total | 1,692 | ||
Downriver | |||
Business Acquisition [Line Items] | |||
Inventory | 824 | ||
Prepaids and other current assets | 3 | ||
Furniture and equipment | 50 | ||
Operating lease right of use asset | 273 | ||
Operating lease liability | (273) | ||
Customer relationships | 634 | ||
Goodwill | 2,126 | ||
Trade name | 698 | ||
Non-compete | 16 | ||
Liabilities | 0 | ||
Intellectual property | 0 | ||
Total | 4,351 | ||
Harvest | |||
Business Acquisition [Line Items] | |||
Inventory | 1,204 | ||
Prepaids and other current assets | 7 | ||
Furniture and equipment | 100 | ||
Operating lease right of use asset | 3,782 | ||
Operating lease liability | (3,782) | ||
Customer relationships | 1,016 | ||
Goodwill | 4,606 | ||
Trade name | 1,392 | ||
Non-compete | 0 | ||
Liabilities | 0 | ||
Intellectual property | 0 | ||
Total | 8,325 | ||
Aquaserene | |||
Business Acquisition [Line Items] | |||
Inventory | 1,696 | ||
Prepaids and other current assets | 2 | ||
Furniture and equipment | 500 | ||
Operating lease right of use asset | 1,177 | ||
Operating lease liability | (1,177) | ||
Customer relationships | 1,235 | ||
Goodwill | 6,976 | ||
Trade name | 1,231 | ||
Non-compete | 11 | ||
Liabilities | 0 | ||
Intellectual property | 0 | ||
Total | 11,651 | ||
Mendocino | |||
Business Acquisition [Line Items] | |||
Inventory | 753 | ||
Prepaids and other current assets | 1 | ||
Furniture and equipment | 160 | ||
Operating lease right of use asset | 408 | ||
Operating lease liability | (408) | ||
Customer relationships | 575 | ||
Goodwill | 2,091 | ||
Trade name | 414 | ||
Non-compete | 6 | ||
Liabilities | 0 | ||
Intellectual property | 0 | ||
Total | 4,000 | ||
CGS | |||
Business Acquisition [Line Items] | |||
Inventory | 875 | ||
Prepaids and other current assets | 1 | ||
Furniture and equipment | 100 | ||
Operating lease right of use asset | 746 | ||
Operating lease liability | (746) | ||
Customer relationships | 1,382 | ||
Goodwill | 4,027 | ||
Trade name | 852 | ||
Non-compete | 11 | ||
Liabilities | 0 | ||
Intellectual property | 0 | ||
Total | 7,248 | ||
Hoagtech | |||
Business Acquisition [Line Items] | |||
Inventory | 751 | ||
Prepaids and other current assets | 37 | ||
Furniture and equipment | 144 | ||
Operating lease right of use asset | 1,569 | ||
Operating lease liability | (1,569) | ||
Customer relationships | 493 | ||
Goodwill | 2,105 | ||
Trade name | 428 | ||
Non-compete | 3 | ||
Liabilities | (29) | ||
Intellectual property | 0 | ||
Total | 3,932 | ||
All Seasons | |||
Business Acquisition [Line Items] | |||
Inventory | 100 | ||
Prepaids and other current assets | 1 | ||
Furniture and equipment | 25 | ||
Operating lease right of use asset | 37 | ||
Operating lease liability | (37) | ||
Customer relationships | 154 | ||
Goodwill | 545 | ||
Trade name | 117 | ||
Non-compete | 0 | ||
Liabilities | 0 | ||
Intellectual property | 0 | ||
Total | 942 | ||
MMI | |||
Business Acquisition [Line Items] | |||
Inventory | 3,530 | ||
Prepaids and other current assets | 0 | ||
Furniture and equipment | 328 | ||
Operating lease right of use asset | 2,332 | ||
Operating lease liability | (2,332) | ||
Customer relationships | 2,964 | ||
Goodwill | 1,202 | ||
Trade name | 1,039 | ||
Non-compete | 238 | ||
Liabilities | (250) | ||
Intellectual property | 0 | ||
Total | $ 9,051 |
ACQUISITIONS - Schedule of cons
ACQUISITIONS - Schedule of consideration paid (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | May 23, 2023 | Dec. 31, 2022 | Feb. 01, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | |||||
Cash | $ 3,050 | $ 7,230 | $ 80,784 | ||
Indemnity stock holdback | 147 | 875 | |||
Common stock | 5,710 | 37,272 | |||
Total | 3,197 | 13,815 | 118,056 | ||
SGS | |||||
Business Acquisition [Line Items] | |||||
Cash | 1,922 | ||||
Indemnity stock holdback | 107 | $ 100 | |||
Total | 2,029 | ||||
Other | |||||
Business Acquisition [Line Items] | |||||
Cash | 1,128 | ||||
Indemnity stock holdback | 40 | ||||
Total | $ 1,168 | ||||
HRG | |||||
Business Acquisition [Line Items] | |||||
Cash | 6,806 | ||||
Indemnity stock holdback | 875 | $ 900 | |||
Common stock | 5,710 | ||||
Total | 13,391 | ||||
STL | |||||
Business Acquisition [Line Items] | |||||
Cash | 424 | ||||
Indemnity stock holdback | 0 | ||||
Common stock | 0 | ||||
Total | $ 424 | ||||
Agron | |||||
Business Acquisition [Line Items] | |||||
Cash | 5,973 | ||||
Common stock | 5,276 | ||||
Total | 11,249 | ||||
Aquarius | |||||
Business Acquisition [Line Items] | |||||
Cash | 2,331 | ||||
Common stock | 1,227 | ||||
Total | 3,558 | ||||
55 Hydro | |||||
Business Acquisition [Line Items] | |||||
Cash | 5,347 | ||||
Common stock | 1,132 | ||||
Total | 6,479 | ||||
Charcoir | |||||
Business Acquisition [Line Items] | |||||
Cash | 9,902 | ||||
Common stock | 6,466 | ||||
Total | 16,368 | ||||
San Diego Hydro | |||||
Business Acquisition [Line Items] | |||||
Cash | 4,751 | ||||
Common stock | 4,531 | ||||
Total | 9,282 | ||||
Grow Warehouse | |||||
Business Acquisition [Line Items] | |||||
Cash | 8,100 | ||||
Common stock | 9,679 | ||||
Total | 17,779 | ||||
Grow Depot Maine | |||||
Business Acquisition [Line Items] | |||||
Cash | 1,738 | ||||
Common stock | 411 | ||||
Total | 2,149 | ||||
Indoor Garden | |||||
Business Acquisition [Line Items] | |||||
Cash | 1,165 | ||||
Common stock | 527 | ||||
Total | 1,692 | ||||
Downriver | |||||
Business Acquisition [Line Items] | |||||
Cash | 3,177 | ||||
Common stock | 1,174 | ||||
Total | 4,351 | ||||
Harvest | |||||
Business Acquisition [Line Items] | |||||
Cash | 5,561 | ||||
Common stock | 2,764 | ||||
Total | 8,325 | ||||
Aquaserene | |||||
Business Acquisition [Line Items] | |||||
Cash | 9,860 | ||||
Common stock | 1,791 | ||||
Total | 11,651 | ||||
Mendocino | |||||
Business Acquisition [Line Items] | |||||
Cash | 4,000 | ||||
Common stock | 0 | ||||
Total | 4,000 | ||||
CGS | |||||
Business Acquisition [Line Items] | |||||
Cash | 5,976 | ||||
Common stock | 1,272 | ||||
Total | 7,248 | ||||
Hoagtech | |||||
Business Acquisition [Line Items] | |||||
Cash | 3,932 | ||||
Common stock | 0 | ||||
Total | 3,932 | ||||
All Seasons | |||||
Business Acquisition [Line Items] | |||||
Cash | 701 | ||||
Common stock | 241 | ||||
Total | 942 | ||||
MMI | |||||
Business Acquisition [Line Items] | |||||
Cash | 8,270 | ||||
Common stock | 781 | ||||
Total | $ 9,051 |
ACQUISITIONS - Schedule of reve
ACQUISITIONS - Schedule of revenue and earnings included in consolidated income statement (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||
Net sales | $ 5,207 | $ 19,417 | $ 87,991 |
Net income (loss) | $ 1 | $ (588) | $ 10,093 |
SGS | |||
Business Acquisition [Line Items] | |||
Acquisition date | May 23, 2023 | ||
Net sales | $ 2,040 | ||
Net income (loss) | 41 | ||
Other | |||
Business Acquisition [Line Items] | |||
Net sales | 3,167 | ||
Net income (loss) | $ (40) | ||
HRG | |||
Business Acquisition [Line Items] | |||
Acquisition date | Feb. 01, 2022 | ||
Net sales | $ 19,239 | ||
Net income (loss) | $ (629) | ||
STL | |||
Business Acquisition [Line Items] | |||
Acquisition date | Nov. 03, 2022 | ||
Net sales | $ 178 | ||
Net income (loss) | $ 41 | ||
Agron | |||
Business Acquisition [Line Items] | |||
Acquisition date | Mar. 19, 2021 | ||
Net sales | $ 14,403 | ||
Net income (loss) | $ (305) | ||
Aquarius | |||
Business Acquisition [Line Items] | |||
Acquisition date | Mar. 15, 2021 | ||
Net sales | $ 9,640 | ||
Net income (loss) | $ 1,679 | ||
55 Hydro | |||
Business Acquisition [Line Items] | |||
Acquisition date | Mar. 15, 2021 | ||
Net sales | $ 6,017 | ||
Net income (loss) | $ 399 | ||
Charcoir | |||
Business Acquisition [Line Items] | |||
Acquisition date | Mar. 12, 2021 | ||
Net sales | $ 6,840 | ||
Net income (loss) | $ 1,039 | ||
San Diego Hydro | |||
Business Acquisition [Line Items] | |||
Acquisition date | Feb. 22, 2021 | ||
Net sales | $ 7,173 | ||
Net income (loss) | $ 906 | ||
Grow Warehouse | |||
Business Acquisition [Line Items] | |||
Acquisition date | Feb. 15, 2021 | ||
Net sales | $ 13,147 | ||
Net income (loss) | $ 2,175 | ||
Grow Depot Maine | |||
Business Acquisition [Line Items] | |||
Acquisition date | Feb. 01, 2021 | ||
Net sales | $ 6,655 | ||
Net income (loss) | $ 1,132 | ||
Indoor Garden | |||
Business Acquisition [Line Items] | |||
Acquisition date | Jan. 25, 2021 | ||
Net sales | $ 6,265 | ||
Net income (loss) | $ 1,088 | ||
Downriver | |||
Business Acquisition [Line Items] | |||
Acquisition date | Mar. 31, 2021 | ||
Net sales | $ 3,663 | ||
Net income (loss) | $ 297 | ||
Harvest | |||
Business Acquisition [Line Items] | |||
Acquisition date | May 03, 2021 | ||
Net sales | $ 6,706 | ||
Net income (loss) | $ 924 | ||
Aquaserene | |||
Business Acquisition [Line Items] | |||
Acquisition date | Jul. 19, 2021 | ||
Net sales | $ 2,742 | ||
Net income (loss) | $ 445 | ||
Mendocino | |||
Business Acquisition [Line Items] | |||
Acquisition date | Jul. 19, 2021 | ||
Net sales | $ 1,455 | ||
Net income (loss) | $ 106 | ||
CGS | |||
Business Acquisition [Line Items] | |||
Acquisition date | Aug. 24, 2021 | ||
Net sales | $ 1,534 | ||
Net income (loss) | $ 15 | ||
Hoagtech | |||
Business Acquisition [Line Items] | |||
Acquisition date | Aug. 23, 2021 | ||
Net sales | $ 1,564 | ||
Net income (loss) | $ 141 | ||
All Seasons | |||
Business Acquisition [Line Items] | |||
Acquisition date | Oct. 15, 2021 | ||
Net sales | $ 187 | ||
Net income (loss) | $ 52 | ||
MMI | |||
Business Acquisition [Line Items] | |||
Acquisition date | Dec. 31, 2021 | ||
Net sales | $ 0 | ||
Net income (loss) | $ 0 |
ACQUISITIONS - Schedule of pro
ACQUISITIONS - Schedule of pro forma consolidated income statement (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
SGS | |||
Business Acquisition [Line Items] | |||
Revenue | $ 228,032 | $ 285,524 | $ 429,846 |
Net income (loss) | $ (46,524) | (163,712) | 12,820 |
2022 Acquisitions | |||
Business Acquisition [Line Items] | |||
Revenue | 280,897 | 441,906 | |
Net income (loss) | $ (162,156) | 12,198 | |
2021 Acquisitions | |||
Business Acquisition [Line Items] | |||
Revenue | 452,126 | ||
Net income (loss) | $ 13,511 |
RELATED PARTIES (Details)
RELATED PARTIES (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Accounts payable | $ 11,666,000 | $ 15,728,000 | |
Immediate Family Member of Management or Principal Owner | |||
Related Party Transaction [Line Items] | |||
Legal fees | 200,000 | 300,000 | $ 800,000 |
Related Party | |||
Related Party Transaction [Line Items] | |||
Accounts payable | $ 0 | $ 0 |
SEGMENTS - Narrative (Details)
SEGMENTS - Narrative (Details) | 12 Months Ended |
Dec. 31, 2023 segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
SEGMENTS - Disaggregation of Re
SEGMENTS - Disaggregation of Revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 225,882 | $ 278,166 | $ 422,489 |
Cultivation and Gardening | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 194,464 | 245,681 | 422,489 |
Storage Solutions | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 31,418 | 32,485 | 0 |
Proprietary brand sales | Cultivation and Gardening | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 36,473 | 36,906 | 39,970 |
Non-proprietary brand sales | Cultivation and Gardening | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 157,991 | 208,775 | 382,519 |
Commercial fixture sales | Storage Solutions | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 31,418 | 32,485 | 0 |
Consumables | Cultivation and Gardening | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 139,431 | 161,012 | 243,626 |
Durables | Cultivation and Gardening | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 55,033 | 84,669 | 178,863 |
Durables | Storage Solutions | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 31,418 | $ 32,485 | $ 0 |
SEGMENTS - Schedule of Segment
SEGMENTS - Schedule of Segment Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Net sales | $ 225,882 | $ 278,166 | $ 422,489 |
Gross profit | 61,258 | 70,263 | 118,241 |
Segment operating profit | 13,176 | 15,583 | 68,499 |
Selling, general, and administrative | 29,799 | 36,758 | 39,469 |
Estimated credit losses | 955 | 1,737 | 1,428 |
Depreciation and amortization | 16,607 | 17,132 | 12,600 |
Impairment loss | 15,659 | 127,831 | 0 |
Income (loss) from operations | (49,844) | (167,875) | 15,002 |
Cultivation and Gardening | |||
Segment Reporting Information [Line Items] | |||
Net sales | 194,464 | 245,681 | 422,489 |
Gross profit | 47,404 | 58,837 | 118,241 |
Segment operating profit | 4,265 | 8,475 | 68,499 |
Storage Solutions | |||
Segment Reporting Information [Line Items] | |||
Net sales | 31,418 | 32,485 | 0 |
Gross profit | 13,854 | 11,426 | 0 |
Segment operating profit | $ 8,911 | $ 7,108 | $ 0 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Loss Contingencies [Line Items] | |||
Notes receivable | $ 193 | $ 1,214 | |
Notes receivable, allowance for credit loss, current | (1,700) | $ (1,300) | |
GrowGeneration Corp. vs TGC Systems, LLC | |||
Loss Contingencies [Line Items] | |||
Legal settlements | 2,000 | ||
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) |