0001695295-21-000028 | 10-Q | XBRL Viewer | Hydrofarm Holdings Group INC

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Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2021	Jul. 20, 2021
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2021
Document Transition Report	false
Entity File Number	001-39773
Entity Registrant Name	Hydrofarm Holdings Group, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	81-4895761
Entity Address, Address Line One	270 Canal Road
Entity Address, City or Town	Fairless Hills
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19030
City Area Code	707
Local Phone Number	765-9990
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	HYFM
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		43,926,486
Amendment Flag	false
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Entity Central Index Key	0001695295
Current Fiscal Year End Date	--12-31

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 193,590	$ 75,178
Restricted cash	1,777	1,777
Accounts receivable, net	33,637	21,626
Inventories	121,497	88,618
Notes receivable	306	3,151
Prepaid expenses and other current assets	10,335	9,567
Total current assets	361,142	199,917
Property and equipment, net	6,187	3,988
Operating lease right-of-use assets	28,994	18,289
Goodwill	147,032	0
Intangible assets, net	107,312	52,421
Other assets	5,106	1,180
Total assets	655,773	275,795
Current liabilities:
Accounts payable	33,781	22,638
Accrued expenses and other current liabilities	28,401	21,615
Current portion of lease liabilities	5,305	3,701
Current portion of long-term debt	1,146	746
Total current liabilities	68,633	48,700
Long-term lease liabilities	24,342	15,320
Long-term debt	555	290
Other long-term liabilities	82	567
Total liabilities	93,612	64,877
Commitments and contingencies (Note 12)
Convertible preferred stock ($0.0001 par value; 50,000,000 shares authorized; 0 shares issued and outstanding at June 30, 2021 and December 31, 2020)	0	0
Shareholders’ equity
Common stock ($0.0001 par value; 300,000,000 shares authorized; 41,296,585 and 33,499,953 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively)	4	3
Additional paid-in capital	707,690	364,248
Accumulated other comprehensive income	1,202	599
Accumulated deficit	(146,735)	(153,932)
Total stockholders’ equity	562,161	210,918
Total liabilities, convertible preferred stock and stockholders’ equity	$ 655,773	$ 275,795

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares	Jun. 30, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Convertible preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Convertible preferred stock, authorized (in shares)	50,000,000	50,000,000
Convertible preferred stock, issued (in shares)	0	0
Convertible preferred stock, outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	300,000,000	300,000,000
Common stock, shares issued (in shares)	41,296,585	33,499,953
Common stock, shares outstanding (in shares)	41,296,585	33,499,953

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Income Statement [Abstract]
Net sales	$ 133,800	$ 91,208	$ 245,189	$ 158,105
Cost of goods sold	104,210	73,333	192,376	128,666
Gross profit	29,590	17,875	52,813	29,439
Operating expenses:
Selling, general and administrative	27,258	12,838	44,084	24,560
Impairment, restructuring and other	1	83	16	92
Income from operations	2,331	4,954	8,713	4,787
Interest expense	(54)	(2,506)	(144)	(5,309)
Loss on debt extinguishment	0	0	(680)	0
Other income, net	43	305	127	326
Income (loss) before tax	2,320	2,753	8,016	(196)
Income tax expense	(63)	(186)	(819)	(330)
Net income (loss)	2,257	2,567	7,197	(526)
Cumulative dividends allocated to Series A Convertible Preferred Stock	0	(674)	0	(1,308)
Net income (loss) attributable to common stockholders	2,257	1,893	7,197	(1,834)
Net income (loss) attributable to common stockholders	$ 2,257	$ 1,893	$ 7,197	$ (1,834)
Net income (loss) per share attributable to common stockholders:
Basic (in dollars per share)	$ 0.06	$ 0.08	$ 0.20	$ (0.09)
Diluted (in dollars per share)	$ 0.05	$ 0.08	$ 0.18	$ (0.09)
Weighted-average shares of common stock outstanding:
Basic (in shares)	37,862,417	20,688,439	35,792,374	20,688,439
Diluted (in shares)	42,044,929	20,877,167	40,523,686	20,688,439

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 2,257	$ 2,567	$ 7,197	$ (526)
Foreign currency translation gain (loss)	380	648	603	(635)
Total comprehensive income (loss)	$ 2,637	$ 3,215	$ 7,800	$ (1,161)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (UNAUDITED) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive (Loss) Income	Accumulated Deficit	Convertible Preferred Stock
Beginning balance (in shares) at Dec. 31, 2019						7,007,429
Beginning balance at Dec. 31, 2019						$ 21,802
Beginning balance (in shares) at Dec. 31, 2019		20,688,439
Beginning balance at Dec. 31, 2019	$ 9,378	$ 2	$ 156,179	$ (144)	$ (146,659)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Proceeds from issuance of Series A Convertible Preferred Stock, net of issuance costs of $169 (in shares)						717,616
Proceeds from issuance of Series A Convertible Preferred Stock, net of issuance costs of $169						$ 2,342
Collection of receivable for issuance of Series A Convertible Preferred Stock						1,450
Stock-based compensation expense	165		165
Series A Convertible Preferred Stock cumulative dividend	(1,308)		(1,308)			$ 1,308
Net income (loss)	(526)				(526)
Foreign currency translation gain (loss)	(635)			(635)
Ending balance (in shares) at Jun. 30, 2020						7,725,045
Ending balance at Jun. 30, 2020						$ 26,902
Ending balance (in shares) at Jun. 30, 2020		20,688,439
Ending balance at Jun. 30, 2020	7,074	$ 2	155,036	(779)	(147,185)
Beginning balance (in shares) at Mar. 31, 2020						7,725,045
Beginning balance at Mar. 31, 2020						$ 26,228
Beginning balance (in shares) at Mar. 31, 2020		20,688,439
Beginning balance at Mar. 31, 2020	4,402	$ 2	155,579	(1,427)	(149,752)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation expense	131		131
Series A Convertible Preferred Stock cumulative dividend	(674)		(674)			$ 674
Net income (loss)	2,567				2,567
Foreign currency translation gain (loss)	648			648
Ending balance (in shares) at Jun. 30, 2020						7,725,045
Ending balance at Jun. 30, 2020						$ 26,902
Ending balance (in shares) at Jun. 30, 2020		20,688,439
Ending balance at Jun. 30, 2020	$ 7,074	$ 2	155,036	(779)	(147,185)
Beginning balance (in shares) at Dec. 31, 2020	0
Beginning balance at Dec. 31, 2020	$ 0
Beginning balance (in shares) at Dec. 31, 2020	33,499,953	33,499,953
Beginning balance at Dec. 31, 2020	$ 210,918	$ 3	364,248	599	(153,932)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued upon exercise of options (in shares)	101,947	101,947
Common stock issued upon exercise of options	$ 859		859
Issuance of common stock for vesting of restricted stock units (in shares)		365,747
Shares repurchased for withholding tax on restricted stock units (in shares)		(146,660)
Shares repurchased for withholding tax on restricted stock units	(8,821)		(8,821)
Issuance of common stock under cashless warrant exercise (in shares)		341,262
Issuance of common stock under investor warrant exercise (in shares)		1,351,530
Issuance of common stock under investor warrant exercise	22,787		22,787
Issuance of common stock in connection with follow-on public offering, net of offering costs of $16,303 (in shares)		5,526,861
Issuance of common stock in connection with follow-on public offering, net of offering costs of $16,303	309,782	$ 1	309,781
Issuance of common stock in connection with business combination (in shares)		255,945
Issuance of common stock in connection with business combination	16,736		16,736
Stock-based compensation expense	2,100		2,100
Series A Convertible Preferred Stock cumulative dividend	0
Net income (loss)	7,197				7,197
Foreign currency translation gain (loss)	$ 603			603
Ending balance (in shares) at Jun. 30, 2021	0					0
Ending balance at Jun. 30, 2021	$ 0					$ 0
Ending balance (in shares) at Jun. 30, 2021	41,296,585	41,296,585
Ending balance at Jun. 30, 2021	$ 562,161	$ 4	707,690	1,202	(146,735)
Beginning balance (in shares) at Mar. 31, 2021						0
Beginning balance at Mar. 31, 2021						$ 0
Beginning balance (in shares) at Mar. 31, 2021		33,970,364
Beginning balance at Mar. 31, 2021	211,848	$ 3	360,015	822	(148,992)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued upon exercise of options (in shares)		69,675
Common stock issued upon exercise of options	587		587
Issuance of common stock for vesting of restricted stock units (in shares)		151,423
Shares repurchased for withholding tax on restricted stock units (in shares)		(58,300)
Shares repurchased for withholding tax on restricted stock units	(3,315)		(3,315)
Issuance of common stock under cashless warrant exercise (in shares)		29,087
Issuance of common stock under investor warrant exercise (in shares)		1,351,530
Issuance of common stock under investor warrant exercise	22,787		22,787
Issuance of common stock in connection with follow-on public offering, net of offering costs of $16,303 (in shares)		5,526,861
Issuance of common stock in connection with follow-on public offering, net of offering costs of $16,303	309,782	$ 1	309,781
Issuance of common stock in connection with business combination (in shares)		255,945
Issuance of common stock in connection with business combination	16,736		16,736
Stock-based compensation expense	1,099		1,099
Series A Convertible Preferred Stock cumulative dividend	0
Net income (loss)	2,257				2,257
Foreign currency translation gain (loss)	$ 380			380
Ending balance (in shares) at Jun. 30, 2021	0					0
Ending balance at Jun. 30, 2021	$ 0					$ 0
Ending balance (in shares) at Jun. 30, 2021	41,296,585	41,296,585
Ending balance at Jun. 30, 2021	$ 562,161	$ 4	$ 707,690	$ 1,202	$ (146,735)

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2020
Issuance of common stock in connection with follow-on public offering, net of offering cost	$ 16,303	$ 16,303
Convertible Preferred Stock
Issuance costs			$ 169

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Operating Activities
Net income (loss)	$ 7,197	$ (526)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization	3,778	3,662
Stock-based compensation expense	2,100	165
Non-cash operating lease expense	2,071	1,751
Other	1,287	(20)
Changes in assets and liabilities:
Accounts receivable	(5,055)	(10,115)
Inventories	(27,293)	(4,943)
Prepaid expenses and other current assets	(323)	(2,263)
Other assets	(1,025)	34
Accounts payable	8,220	8,118
Accrued expenses and other current liabilities	10,403	4,730
Lease liabilities	(1,851)	(1,474)
Other long-term liabilities	(10)	(515)
Net cash used in operating activities	(501)	(1,396)
Investing activities
Business Combinations, net of cash, cash equivalents and restricted cash acquired	(195,816)	0
Purchases of property and equipment	(691)	(308)
Proceeds from notes receivable	0	2,000
Other	(100)	20
Net cash (used in) provided by investing activities	(196,607)	1,712
Financing activities
Proceeds from issuance of common stock upon follow-on public offering, net of offering costs	309,798	0
Proceeds from exercises of investor warrants	20,295	0
Payment of withholding tax related to restricted stock units	(14,910)	0
Proceeds from issuance of Series A Convertible Preferred Stock, net of issuance costs	0	3,792
Borrowings from PPP Loan	0	3,274
Borrowings under revolving credit facilities	69,923	119,911
Repayments of revolving credit facilities	(69,716)	(126,314)
Other	57	(320)
Net cash provided by financing activities	315,447	343
Effect of exchange rate changes on cash, cash equivalents and restricted cash	73	(64)
Net increase in cash, cash equivalents and restricted cash	118,412	595
Cash, cash equivalents and restricted cash at beginning of period	76,955	32,857
Cash, cash equivalents and restricted cash at end of period	$ 195,367	$ 33,452

DESCRIPTION OF THE BUSINESS	6 Months Ended
DESCRIPTION OF THE BUSINESS	Jun. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF THE BUSINESS	DESCRIPTION OF THE BUSINESS Description of the business Hydrofarm Holdings Group, Inc. and its subsidiaries (collectively, the “Company”) was formed in May 2017 under the laws of the state of Delaware to acquire and continue the business of Hydrofarm, LLC established in 1977. The Company is a leading distributor and manufacturer of controlled environment agriculture (“CEA”, principally hydroponics) equipment and supplies, including a broad portfolio of proprietary branded products. Products offered include agricultural lighting devices, indoor climate control equipment, hydroponics and nutrients, and plant additives used to grow, farm and cultivate cannabis, flowers, fruits, plants, vegetables, grains and herbs in controlled environment settings that allow end users to control key farming variables including temperature, humidity, CO2, light intensity and color, nutrient concentration and pH. Follow-on public offering On May 3, 2021, the Company closed its follow-on public offering ("follow-on offering") under a registration statement effective April 28, 2021, in which it issued and sold 5,526,861 shares of its common stock, including the full exercise by the underwriters of its option to purchase 720,894 additional shares of common stock. The public offering price was $59.00 per share. The Company received net proceeds of approximately $309.8 million from the follow-on offering after deducting underwriting discounts and commissions and offering expenses. Initial public offering On December 14, 2020, the Company closed its initial public offering (“IPO”) under a registration statement effective December 9, 2020, in which it issued and sold 9,966,667 shares of its common stock, including the full exercise by the underwriters of its option to purchase 1,300,000 additional shares of common stock. The public offering price was $20.00 per share. The Company received net proceeds of approximately $182.3 million from the IPO after deducting underwriting discounts and commissions and offering expenses.

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the requirements of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These condensed consolidated financial statements have been prepared on the same basis as the Company's annual consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2021, or for any other interim period or for any other future year. All intercompany balances and transactions have been eliminated in consolidation.

The condensed consolidated balance sheet as of December 31, 2020 has been derived from the audited consolidated financial statements of the Company, which is included in the Company's Annual Report on Form 10-K ("2020 Annual Report"). These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the 2020 Annual Report.

Use of estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Significant estimates include provisions for sales returns, rebates and claims from customers, realization of accounts receivable and inventories, fair value of assets acquired and liabilities assumed for business combinations, valuation of intangible assets and goodwill, incremental borrowing rate applied in lease accounting, valuation of stock, valuation of stock-based compensation, recognition of deferred income taxes, recognition of liabilities related to commitments and contingencies and valuation allowances. Actual results may differ from these estimates. On an ongoing basis, the Company reviews its estimates to ensure that these estimates appropriately reflect changes in its business or new information available.

Business Combinations

Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition date fair values of the assets transferred, liabilities incurred to the former owners of the acquiree and the equity interests issued in exchange for control of the acquiree. Acquisition related costs are recognized in net income (loss) as incurred.

When the consideration transferred in a business combination includes assets or liabilities resulting from a contingent consideration arrangement, the contingent consideration is measured at its acquisition date fair value and included as part of the consideration transferred in a business combination. Contingent consideration is established for business acquisitions where the Company has the obligation to transfer additional assets or equity interests to the former owners if specified future events occur or conditions are met. Contingent consideration is classified as a liability when the obligation requires settlement in cash or other assets and is classified as equity when the obligation requires settlement in the Company's own equity instruments. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with a corresponding adjustment to goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the measurement period (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date. All other subsequent changes in the fair value of contingent consideration classified as an asset or liability are included in net income (loss) in the period. Changes in the fair value of contingent consideration classified as equity are not recognized.

For a given acquisition, the Company may identify certain pre-acquisition contingencies as of the acquisition date and may extend its review and evaluation of these pre-acquisition contingencies throughout the measurement period in order to obtain sufficient information to assess these contingencies as part of acquisition accounting, as applicable.

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non‑controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquire (if any) over the net of the acquisition‑date fair value amounts of the identifiable assets acquired and the liabilities assumed.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period, or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that time. Upon conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to net income (loss).

Segment and entity-wide information

Segment information

The Company's chief operating decision maker ("CODM") is the chief executive officer ("CEO") who reviews financial information for the purposes of making operating decisions, assessing financial performance and allocating resources.

The business is organized as two operating segments, the U.S. and Canada, which meet the criteria for aggregation, and the Company has elected to present them as one reportable segment, which is the distribution and manufacture of CEA equipment and supplies. Aggregation is based on similarities which include the nature of its products, production or acquisition of inventory, customer base, fulfillment and distribution and economic characteristics.

Since the Company operates as one reportable segment, all required segment financial information is found in the condensed consolidated financial statements and footnotes with entity-wide disclosures presented below.

Entity-wide information

Sales to external customers and property and equipment, net in the United States and Canada, determined by the location of the subsidiaries, were as follows:


	Three months ended June 30,				Six months ended June 30,
	2021		2020		2021		2020
United States	$	111,356	$	75,787	$	202,028	$	129,291
Canada	23,832		16,283		46,096		30,385
Intersegment eliminations	(1,388)		(862)		(2,935)		(1,571)
Total consolidated net sales	$	133,800	$	91,208	$	245,189	$	158,105


	June 30, 2021		December 31, 2020
United States	$	5,539	$	3,272
Canada	648		716
Total property and equipment, net	$	6,187	$	3,988

All of the products sold by the Company are similar and classified as CEA equipment and supplies. The Company’s underlying accounting records currently do not support presentation of disaggregated net sales and any attempt to report them would be impracticable.

Cash, cash equivalents and restricted cash

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the consolidated statements of cash flows.


	June 30, 2021		December 31, 2020
Cash and cash equivalents	$	193,590	$	75,178
Restricted cash	1,777		1,777
Cash and cash equivalents, and restricted cash	$	195,367	$	76,955

Cash and cash equivalents and restricted cash as of June 30, 2020 were $31,827 and $1,625, respectively, for total cash, cash equivalents and restricted cash as of June 30, 2020 of $33,452.

Revenue recognition

The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”) which requires that revenue recognized from contracts with customers be disaggregated into categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The Company has determined that revenue is generated from one category, which is the distribution and manufacture of controlled environment agriculture equipment and supplies. Inventory is maintained in regional distribution centers. Payment terms are primarily at the point of sale or due within thirty days.

The amount billed to customers for shipping and handling costs included in net sales was $1,683 and $2,928 during the three and six months ended June 30, 2021, respectively, and $1,588 and $2,344 during the three and six months ended June 30, 2020, respectively. Shipping and handling costs that occur before the customer obtains control of the goods are deemed to be fulfillment activities and are accounted for as fulfillment costs included in cost of goods sold under the practical expedient provisions of ASC 606. Deferred revenues are not material. The Company does not receive noncash consideration for the sale of goods. There are no significant financing components. Excluded from revenue are any taxes assessed by governmental authorities, including value-added and other sales-related taxes that are imposed on and concurrent with revenue-generating activities under the practical expedient provisions.

Income taxes—interim tax provision

The income tax provision is calculated for an interim period by distinguishing between elements recognized in the income tax provision through applying an estimated annual effective tax rate (the “ETR”) to a measure of year-to-date operating results referred to as “ordinary income (or loss),” and discretely recognizing specific events referred to as “discrete items” as they occur. The income tax provision or benefit for each interim period is the difference between the year-to-date amount for the current period and the year-to-date amount for the prior period. Under FASB ASC 740-270-30-36, entities subject to income taxes in multiple jurisdictions should apply one overall ETR instead of separate ETRs for each jurisdiction when calculating the interim-period income tax or benefit related to consolidated ordinary income (or loss) for the year-to-date interim period, except in certain circumstances.

The Company’s effective tax rates for the six months ended June 30, 2021 and 2020 differ from the federal statutory rate of 21% principally as a result of reducing valuation allowances on the Company's deferred tax assets related to net operating loss carryforward.

Fair value

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company has applied the framework for measuring fair value which requires a fair value hierarchy to be applied to all fair value measurements. All financial instruments recognized at fair value are classified into one of three levels in the fair value hierarchy as follows:

Level 1 — Valuation based on quoted prices (unadjusted) observed in active markets for identical assets or liabilities.

Level 2 — Valuation techniques based on inputs that are quoted prices of similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not in active markets; inputs other than quoted prices used in a valuation model that are observable for that instrument; and inputs that are derived from or, corroborated by, observable market data by correlation or other means.

Level 3 — Valuation techniques with significant unobservable market inputs.

The carrying values of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued and other current liabilities approximate their fair value due to their short-term maturities using level 2 inputs. The fair value of contingent consideration is classified within level 3 of the fair value hierarchy (See discussion of contingent consideration in Note 3, Business Combinations).

Recently issued accounting pronouncements

Adopted in 2021

In October 2020, the FASB issued Accounting Standards Update ("ASU") No. 2020-10, Codification Improvements. The amendments improve the codification by having all disclosure-related guidance available in the disclosure sections of the codification. Prior to this ASU, various disclosure requirements or options to present information on the face of the financial statements or as a note to the financial statements were not included in the appropriate disclosure sections of the codification. The codification improvements also contain various other minor amendments to the codification that are not expected to have a significant effect on current accounting practice. The amendments are effective for annual periods beginning after December 15, 2020 and early adoption is permitted. The Company early adopted the standard effective January 1, 2021 with no impact on the condensed consolidated financial statements.

In August 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity. This ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. This ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. The amendments are effective for fiscal years beginning after December 15, 2021, and early adoption is permitted. The Company early adopted the standard effective January 1, 2021 with no impact on the condensed consolidated financial statements.

Accounting standards not yet effective

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326), with additional amendments issued subsequently. Topic 326 changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which will generally result in earlier recognition of allowances for losses. Topic 326 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact the adoption of Topic 326 will have on its condensed consolidated financial statements.

BUSINESS COMBINATIONS

6 Months Ended

Jun. 30, 2021

Business Combination and Asset Acquisition [Abstract]

BUSINESS COMBINATIONS

Heavy 16 Acquisition

On May 3, 2021, the Company acquired 100% of the issued and outstanding membership interests of Field 16, LLC ("Heavy 16"), a leading manufacturer and supplier of branded plant nutritional products. As a result of the acquisition, the Company is broadening its proprietary branded offering into the plant nutrients category complementing other product offerings. The acquisition fair value of the consideration transferred for Heavy 16 was $77,855, consisting of $60,775 in cash, $16,736 of the Company's common stock and $344 contingent consideration. The fair value of the common stock issued was determined based on the closing market price of the Company's common stock on the acquisition date. The financial results of Heavy 16 are included in the U.S. operating segment since the acquisition date.

Pursuant to the purchase agreement, the Company may pay up to an additional $2,500 of contingent consideration based on $200 for each $1,000 above a $21,000 threshold for net sales in calendar year 2021. As a result, the Company recorded a liability for contingent consideration at its estimated fair value of $344 as of the acquisition date in the condensed consolidated balance sheets. The continent consideration was estimated using a Black-Scholes valuation model, which utilized Level 3 inputs as defined in ASC 820 - Fair Value Measurements, including estimated financial forecasts. The key assumptions in applying the valuation model were as follows: a 10% required revenue metric risk premium and 0.33% discount periods. The contingent consideration was divided into thirteen standalone option calculations and utilized the same expected value of revenue which was calculated by discounting forecasted sales, by the revenue return metric, and adding year-to-date net sales.

The contingent consideration is remeasured to fair value at each reporting date until the contingency is resolved with changes in fair value being recognized within selling, general and administrative expense in the condensed consolidated statements of operations. As of June 30, 2021, the related contingent consideration was $604.

The following table sets forth the components and the preliminary allocation of the purchase price for the Company's acquisition of Heavy 16:


Components of Purchase Price:	Amount
Cash	$	60,775
Common stock	16,736
Contingent consideration	344
Total purchase price	$	77,855

Acquisition-related costs	$	2,865

Allocation of Purchase Price:
Identifiable assets (liabilities)
Accounts receivable, net	$	510
Inventories	1,451
Prepaid expenses and other current assets	34
Property and equipment, net	1,078
Operating lease right-of-use assets	1,088
Other assets	25
Accounts payable	(1,055)
Accrued expenses and other current liabilities	(226)
Current portion of lease liabilities	(274)
Long-term lease liabilities	(868)
Net identifiable assets	1,763
Identifiable intangible assets
Backlog	200
Customer relationships	5,100
Trademarks and trade names	18,500
Technology and formulations & recipes	33,600
Total identifiable intangible assets	57,400
Goodwill	18,692
Total purchase price allocation	$	77,855

Goodwill arose on the acquisition of Heavy 16 because the consideration paid for the combination effectively included amounts in relation to the benefit of expected synergies, revenue growth, future market development and the assembled workforce. These benefits are not recognized separately from goodwill and they do not meet the recognition criteria for identifiable intangible assets. The amount of goodwill is fully deductible for tax purposes.

The customer relationships and technology and formulation & recipes were assigned estimated useful lives of 18 years. The trademarks and trade names are considered to have indefinite useful lives and will be tested for impairment annually and more frequently if events or changes in circumstances indicate that it is more likely than not that assets are impaired. Amounts recognized as of the acquisition date are provisional and subject to change within the measurement period as the Company's fair value assessments are finalized.

House & Garden Acquisition

On June 1, 2021, the Company acquired 100% of the issued and outstanding shares of capital stock of House & Garden, Inc. (“HG”), Humboldt Wholesale, Inc. (“HW”), Allied Imports & Logistics, Inc. (“Allied”), South Coast Horticultural Supply, Inc. (“SC” and, together with HG, HW and Allied, the “H&G Entities”), a manufacturer and distributor of premium grade plant nutrients and fertilizers to domestic and various international markets. As a result of the acquisition, the Company is further broadening its proprietary branded offering into the plant nutrients category complementing other product offerings. The acquisition date fair value of the consideration transferred for the H&G Entities was $135,041 in cash. The financial results of the H&G Entities are included in the U.S. operating segment since the acquisition date.

The following table sets forth the components and the preliminary allocation of the purchase price for the Company's acquisition of the H&G Entities:


Component of Purchase Price:	Amount
Cash	$	135,041
Total purchase price	$	135,041

Acquisition-related costs	$	4,509

Allocation of Purchase Price:
Identifiable assets (liabilities)
Accounts receivable, net	$	3,308
Inventories	4,153
Prepaid expenses and other current assets	493
Property and equipment, net	358
Operating lease right-of-use assets	1,921
Other assets	217
Accounts payable	(1,320)
Accrued expenses and other current liabilities	(481)
Current portion of lease liabilities	(447)
Long-term lease liabilities	(1,501)
Net identifiable assets	6,701
Goodwill	128,340
Total purchase price allocation	$	135,041

The Company is in the process of obtaining third-party valuations of certain intangible assets; thus, the provisional measurement of goodwill is subject to change. The amount of goodwill is not deductible for tax purposes.

Supplemental Disclosure Of Financial Results

The following represents the condensed consolidated statements of operations as if the acquisitions had been included in the consolidated results of the Company for the entire periods presented below. Management considers these estimates to represent an approximate measure of the performance of the combined Company.


	Three months ended June 30,				Six months ended June 30,
	2021		2020		2021		2020
Net sales	$	144,982	$	105,667	$	274,071	$	184,411
Net income	$	14,793	$	8,033	$	28,775	$	(1,181)

These amounts have been calculated after applying the Company's accounting policies and adjusting the results of the acquisitions to reflect the additional amortization of intangibles and the purchase price adjustments as if they had been applied on January 1, 2020. The supplemental net income for the three and six months ended June 30, 2021 were adjusted to exclude the acquisition-related costs incurred in connection with the acquisitions. Accordingly, the 2020 supplemental net income was adjusted to include these charges. For the tax effects of the net income adjustments, the Company factored in its net operating loss carryforwards.

Since the acquisition date, the estimated net sales and net income of these acquisitions for the three and six months ended June 30, 2021 are $9 million and $4 million, respectively. The Company is in the process of vertically integrating the operations of these acquisitions into Hydrofarm, LLC and its existing functions (e.g., sales, supply chain, marketing, etc.). Accordingly, the net sales and net income of these acquisitions represent an approximation.

Aurora Acquisition

On July 1, 2021, the Company completed the acquisition of 100% of the issued and outstanding membership interests of Gotham Properties LLC (“Gotham Properties”), Aurora Innovations Inc. (“Aurora Innovations”), Aurora International, Inc.(“Aurora International” and, together with Gotham Properties and Aurora Innovations, “Aurora”), a manufacturer of plant fertility product lines free from harmful chemical residues and pesticides. The total purchase price was up to $161 million, consisting of $135 million in cash and $26 million of the Company's common stock, subject to customary adjustments at closing for cash, working capital, transaction expenses and indebtedness of Aurora. The purchase price excludes a potential earn out payment estimated at approximately $21 million based on achievement of certain performance metrics.

Greenstar/Grotek Acquisition

On August 3, 2021, the Company closed the acquisition of 100% of the issued and outstanding shares of Greenstar Plant Products Inc., (“Greenstar”), a manufacturer of premium horticultural products and solutions for global, domestic and commercial use since 1998. The Company paid a purchase price of approximately $83 million in cash subject to customary adjustments at closing for cash, working capital, transaction expenses and indebtedness of Greenstar.

GOODWILL AND INTANGIBLE ASSETS, NET

6 Months Ended

Jun. 30, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND INTANGIBLE ASSETS, NET

As of June 30, 2021, the Company completed the acquisitions of all of the assets of Heavy 16 and the H&G Entities. The acquisitions were accounted for as a business combination, resulting in recognition of $147,032 in goodwill and $57,400 in intangible assets (See Note 3 - Business Combinations).

Goodwill

The changes in goodwill are as follows:


	June 30, 2021		December 31, 2020
Balance, beginning of period	$	—	$	—
Acquisitions (Note 3)	147,032		—
Balance, end of period	$	147,032	$	—

Intangible Assets, net

Intangible assets, net comprised the following:


	June 30, 2021						December 31, 2020
	Gross Carrying Amount		Accumulated Amortization		Net Book Value		Gross Carrying Amount		Accumulated Amortization		Net Book Value
Finite-lived intangible assets:
Computer software	$	8,204	$	(6,370)	$	1,834	$	7,775	$	(5,640)	$	2,135
Customer relationship (1)	64,476		(13,708)		50,768		59,375		(12,010)		47,365
Technology and formulations & recipes (1)	33,600		(311)		33,289		—		—		—
Other (1)	1,387		(1,387)		—		1,156		(1,156)		—
Total finite-lived intangible assets, net	107,667		(21,776)		85,891		68,306		(18,806)		49,500
Indefinite-lived intangible asset:
Trade names (1)	21,301		—		21,301		2,801		—		2,801
Other	120		—		120		120		—		120
Total Intangible assets, net	$	129,088	$	(21,776)	$	107,312	$	71,227	$	(18,806)	$	52,421

(1) Includes intangible assets acquired from Heavy 16 (See Note 3 - Business Combinations)

Amortization expense was $1,766 and $1,349 for the three months ended June 30, 2021 and 2020, respectively. Amortization expense was $2,972 and $2,724 for the six months ended June 30, 2021 and 2020, respectively.

For intangible assets subject to amortization, the weighted-average amortization period as of June 30, 2021 for computer software, customer relationships, and technology and formulations & recipes, was 5.0 years, 18.0 years, and 18.0 years, respectively.

The estimated aggregate future amortization expense for intangible assets subject to amortization as June 30, 2021 is summarized below:


	Estimated Future Amortization Expense
For the period of July 1, 2021 to December 31, 2021	$	3,580
Year ending December 31,
2022	6,127
2023	5,567
2024	5,530
2025	5,520
Thereafter	59,567
Total	$	85,891

NET INCOME (LOSS) PER COMMON SHARE (“EPS”)

6 Months Ended

Jun. 30, 2021

Earnings Per Share [Abstract]

NET INCOME (LOSS) PER COMMON SHARE (“EPS”)

Basic EPS is computed using net income (loss) attributable to common stockholders divided by the weighted-average number of common shares outstanding during each period, excluding unvested restricted stock units (“RSUs”).

Diluted EPS represents net income (loss) attributable to common stockholders divided by the weighted-average number of common shares outstanding during the period, including common stock equivalents. Common stock equivalents consist of shares subject to warrants and share-based awards with exercise prices less than the average market price of the Company’s common stock for the period, to the extent their inclusion would be dilutive. Regarding RSUs subject to a market condition, before the end of the contingency period, the number of contingently issuable shares (i.e., RSUs) to be included in diluted EPS would be based on the number of common shares issuable under the terms of the arrangement if the end of the reporting period was the end of the contingency period, assuming the result would be dilutive. Those contingently issuable shares would be included in the denominator of diluted EPS as of the beginning of the period, or as of the grant date of the share-based payment, if later.

Net income (loss) per share attributable to common stockholders

The following table presents information necessary to calculate basic and diluted EPS for the three and six months ended June 30, 2021 and 2020:


	Three months ended June 30,				Six months ended June 30,
	2021		2020		2021		2020
Net income (loss)	$	2,257	$	2,567	$	7,197	$	(526)
Cumulative dividends allocated to Series A Convertible Preferred Stock	—		(674)		—		(1,308)
Net income (loss) available for distribution	2,257		1,893		7,197		(1,834)
Less: Undistributed earnings allocable to participating securities	—		(189)		—		—
Basic and diluted net income (loss) attributable to common stockholders	$	2,257	$	1,704	$	7,197	$	(1,834)
Less: Effect on net income (loss) of dilutive securities using the “if converted” method	—		—		—		—
Diluted net income (loss) attributable to common stockholders after adjustment for assumed conversions	$	2,257	$	1,704	$	7,197	$	(1,834)
Weighted-average shares of common stock outstanding for basic net income (loss) per share attributable to common stockholders	37,862,417		20,688,439		35,792,374		20,688,439
Dilutive effect of warrants using the treasury stock method	2,030,346		5,428		2,435,405		—
Dilutive effect of restricted stock units using the treasury stock method	1,441,790		183,300		1,550,076		—
Dilutive effect of stock options using the treasury stock method	710,376		—		745,831		—
Weighted-average shares of common stock outstanding for diluted net income (loss) per share attributable to common stockholders	42,044,929		20,877,167		40,523,686		20,688,439
Basic net income (loss) per share attributable to common stockholders	$	0.06	$	0.08	$	0.20	$	(0.09)
Diluted net income (loss) per share attributable to common stockholders	$	0.05	$	0.08	$	0.18	$	(0.09)

Basic and diluted net income (loss) per share attributable to common stockholders is computed using the two-class method as the convertible preferred stock is determined to be a participating security and the application of the if-converted method is not more dilutive. The computation of the weighted-average shares of common stock outstanding for diluted EPS includes the

following potential common shares attributable to common stockholders using the treasury stock method for the weighted-average period during which the units were outstanding:


	Three months ended June 30,		Six months ended June 30,
	2021	2020	2021	2020
Shares subject to warrants outstanding	2,822,764	344,678	3,261,951	—
Shares subject to unvested restricted stock units subject to time-based and/or market-based conditions vesting	1,554,156	309,348	1,659,654	—
Shares subject to stock options outstanding	857,528	—	884,774	—

The computation of the weighted-average shares of common stock outstanding for diluted EPS excludes the following potential common shares as their inclusion would have an anti-dilutive effect on diluted EPS attributable to common stockholders:


	Three months ended June 30,		Six months ended June 30,
	2021	2020	2021	2020
Shares subject to warrants outstanding	—	3,541,475	—	3,886,191
Shares subject to unvested restricted stock units with performance conditions	—	1,820,598	—	1,820,598
Shares subject to unvested restricted stock units subject only to time-based vesting	22,979	—	11,553	91,650
Shares subject to stock options outstanding	—	797,413	4,651	791,871
Shares of common stock subject to conversion of 7,725,045 shares Series A Convertible Preferred Stock	—	2,291,469	—	2,291,469
Shares of common stock subject to share settlement of cumulative dividend on Series A Convertible Preferred Stock	—	57,119	—	55,426

ACCOUNTS RECEIVABLE, NET AND INVENTORIES

6 Months Ended

Jun. 30, 2021

Receivables [Abstract]

ACCOUNTS RECEIVABLE, NET AND INVENTORIES

Accounts receivable, net comprised the following:


	June 30, 2021		December 31, 2020
Trade accounts receivable	$	30,173	$	20,252
Allowance for doubtful accounts	(542)		(918)
Other receivables	4,006		2,292
Total accounts receivable, net	$	33,637	$	21,626

Inventories comprised the following:


	June 30, 2021		December 31, 2020
Finished goods	$	113,786	$	83,213
Work-in-process	152		—
Raw materials	9,999		7,837
Allowance for inventory obsolescence	(2,440)		(2,432)
Total inventories	$	121,497	$	88,618

The December 31, 2020 amounts for raw materials were reclassified from finished goods to separate line items to conform to the current year presentation.

OPERATING LEASES

6 Months Ended

Jun. 30, 2021

Leases [Abstract]

OPERATING LEASES

The Company leases its distribution centers from third parties under various non-cancelable lease agreements expiring at various dates through 2030. Certain lease agreements contain renewal options. The Company recognizes operating lease costs over the respective lease periods, including short-term and month-to-month leases. During the three and six months ended June 30, 2021, the Company incurred operating lease costs of $1,678 and $3,172, respectively, and during the three and six months ended June 30, 2020, the Company incurred operating lease costs of $1,410 and $2,828, respectively. These costs are included primarily within selling, general and administrative expense in the condensed consolidated statements of operations.

Supplemental balance sheet information related to the Company’s operating leases are as follows:


	June 30, 2021		December 31, 2020
Assets
Operating lease right-of-use assets	$	28,994	$	18,289
Total leased assets	$	28,994	$	18,289
Liabilities
Current portion of lease liabilities	$	5,305	$	3,701
Long-term lease liabilities	24,342		15,320
Total lease liabilities	$	29,647	$	19,021

As of June 30, 2021, future minimum lease payments under non-cancelable operating leases are as follows:


	Operating
For the period of July 1, 2021 to December 31, 2021	$	3,099
Year ending December 31,
2022	6,306
2023	4,761
2024	4,308
2025	4,051
2026	3,226
Thereafter	7,924
Total rental payments	33,675
Less portion representing interest	(4,028)
Total principal	29,647
Less current portion	(5,305)
Long-term portion	$	24,342

In July 2021, the Company executed a lease for approximately 246,000 square feet of warehouse space in Surrey, British Columbia, Canada to be available upon expiration of the lease for existing space. The new lease commencing January 1, 2023 has a term of 120 months with two options to renew for an additional five years each at the greater of an amount equal to the annual rent payable for the last twelve months of the initial term or the then fair market value. There is no rent abatement. Monthly rent fee starts at approximate $235, and increases periodically to the final year when the monthly rent is $300.

In July 2021, the Company executed a lease of approximately 6,000 square feet for an office in Petaluma, CA. The new lease commencing August 1, 2021 has a term of 25 months with an option to renew for another two years at the then fair market value. Rent is abated for the first month. Thereafter, monthly rent is approximately $8 until the final year.

In April 2021, the Company executed a lease for approximately 175,000 square feet of warehouse space in Fairfield, CA for a distribution center that the Company will relocate to from its Petaluma, California distribution facility. The new lease commencing August 15, 2021 has a term of 126 months with an option to renew at the then fair market value for another ten years. Rent is abated for the first six months. Thereafter, monthly rent is approximately $77, and increases periodically to the final year when the monthly rent is $134.

The future minimum lease payments for executed non-cancelable operating leases not yet commenced are as follows:


	Operating
For the period of July 1, 2021 to December 31, 2021	$	1,100
Year ending December 31,
2022	975
2023	3,907
2024	3,707
2025	4,060
2026	4,431
Thereafter	27,840
Total rental payments	$	46,020

In July 2021, the Company executed a sublease agreement for its Santa Fe Springs, CA location. The sublease commences August 1, 2021 and terminates June 30, 2023 in alignment with the master lease. Sublease income for 2021, 2022 and 2023 are $378, $917 and $467, respectively.

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

6 Months Ended

Jun. 30, 2021

Payables and Accruals [Abstract]

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities comprised the following:


	June 30, 2021		December 31, 2020
Acquisition post-close related payable	$	4,805	$	—
Accrued compensation and benefits	4,547		9,902
Freight, custom and duty accrual	2,595		2,603
Goods in transit accrual	3,275		3,845
Audit, tax and legal accrual	3,139		237
Corporate tax accrual	1,297		585
Obligations due under a distribution agreement	1,000		590

Other accrued liabilities	7,743		3,853
Total accrued expenses and other current liabilities	$	28,401	$	21,615

The December 31, 2020 amounts for audit, tax and legal accrual and corporate tax accrual were reclassified from other accrued liabilities to separate line items to conform to the current year presentation.

DEBT	6 Months Ended
DEBT	Jun. 30, 2021
Debt Disclosure [Abstract]
DEBT	DEBT Term Loan with Brightwood In May 2017, a term loan in the aggregate principal amount of $75,000 (the “Term Loan”) was obtained by Hydrofarm Holdings LLC and certain of its direct and indirect subsidiaries (the “Term Loan Obligors”) from Brightwood Loan Services LLC. The Term Loan was to mature on May 12, 2022 and was secured by substantially all non-working capital assets and a second lien on working capital assets of the Term Loan Obligors. For the three months ended June 30, 2020, the effective interest rate was 10.00% and interest expense was $1,552. For the six months ended June 30, 2020, the effective interest rate was 10.52% and interest expense was $3,760. The Term Loan was repaid in December 2020. Revolving asset-backed credit facilities On July 11, 2019, Hydrofarm Holdings LLC and certain of its direct and indirect subsidiaries (the “Encina Obligors”) entered into the Encina Credit Facility through a certain Loan and Security Agreement whereby the Encina Obligors obtained a revolving asset-based loan commitment in the maximum amount of $45,000 (inclusive of a limit of up to $15,000 of borrowings for the Canadian borrowers and a swingline facility of up to $2,000), subject to applicable borrowing base availability, through Encina Business Credit, LLC. The Encina Credit Facility was due on the earlier of July 11, 2022 or 90 days prior to the scheduled maturity date of the Term Loan. The Encina Credit Facility was secured by working capital assets and a second lien on non-working capital assets. For the three months ended June 30, 2020, the effective interest rate was 9.60% and interest expense was $509. For the six months ended June 30, 2020, the effective interest rate was 9.39% and interest expense was $1,032. The Encina Credit Facility was repaid in December 2020 and replaced in March 2021. The unamortized deferred financing costs and early termination fees totaling $680 were recognized as a loss on debt extinguishment in the condensed consolidated statements of operations for the six months ended June 30, 2021. On March 29, 2021, Hydrofarm Holdings Group, Inc. and certain of its direct and indirect subsidiaries (the "JPMorgan Obligors") entered into a Senior Secured Revolving Credit Facility (the "JPMorgan Credit Facility") with JPMorgan Chase Bank, N.A., as administrative agent, issuing bank and swingline lender, and the lenders from time to time party thereto. The JPMorgan Credit Facility replaced the Encina Credit Facility. The JPMorgan Credit Facility is due on the earlier of March 29, 2024 or any earlier date on which the revolving commitments are reduced to zero. The three-year JPMorgan Credit Facility has a borrowing limit of $50,000 with an option to request an increase in the revolving commitment by up to $25,000, drawn in $5,000 increments, for a total not to exceed $75,000, subject to customary condition ("Revolver"). The Revolver maintains an interest rate of LIBOR plus 1.95% and has a 0.0% LIBOR floor. A fee of 0.25% per annum is charged for available but unused borrowings as defined. The JPMorgan Obligors had approximately $50,000 available to borrow under the JPMorgan Credit Facility as of June 30, 2021. The JPMorgan Credit Facility maintains certain reporting requirements, affirmative covenants, negative covenants and financial covenants ("debt covenants"). The financial covenants include that the Company must maintain a minimum fixed charge coverage ratio of 1.1x on a rolling twelve-month basis. The JPMorgan Obligors were in compliance with all debt covenants as of June 30, 2021. The JPMorgan Credit Facility is secured by the Company’s assets and the assets of certain of the Company’s subsidiaries obligated under the JPMorgan Credit Facility.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

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-Name Accounting Standards Codification
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-Name Accounting Standards Codification
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+ Details

CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY

6 Months Ended

Jun. 30, 2021

Equity [Abstract]

CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY

Capital stock

As of June 30, 2021, the following summarizes shares authorized, issued and outstanding:


Capital stock authorized and outstanding:	Shares authorized	Shares outstanding
Convertible preferred stock	50,000,000	—
Common stock	300,000,000	41,296,585

As of June 30, 2021, the following summarizes shares of common stock reserved for issuance:


Common stock reserved for issuance:						Shares reserved for issuance
Warrants						2,129,441
2020 Employee, Director, and Consultant Equity Incentive Plan						2,140,960
Restricted stock units						1,540,871
Stock options						823,540

Convertible preferred stock classified outside of permanent equity

In December 2019, the Company issued 7,007,429 shares of Series A Convertible Preferred Stock (the "Series A preferred stock") with a par value of $24,526 in return for cash of $15,439, conversion of debt with a basis of $7,637, and $1,450 in receivables that were settled in January 2020, less offering costs totaled $1,274. In January and February 2020, an additional 717,616 shares of Series A preferred stock were issued primarily to existing investors for $2,511, less offering costs of $169, for net cash proceeds of $2,342.

The Series A preferred stock purchase agreement provided for mandatory conversion upon a qualified IPO based on a formula. Under this formula, all outstanding shares of Series A preferred stock converted into 2,291,469 shares of common stock concurrent with the IPO in December 2020 and the cumulative dividend of $2,597 was settled in cash at the option of the Company rather than in shares of common stock.

Common stock

Each holder of common stock is entitled to one vote for each share of common stock. Common stockholders have no pre-emptive rights to acquire additional share of common stock or other securities. The common stock is not subject to redemption rights and carries no subscription or conversion rights. In the event of liquidation, the stockholders are entitled to share in corporate assets on a pro rata basis after the Company satisfies all liabilities and after provision is made for any class of capital stock having preference over the common stock. Subject to corporate regulations and preferences to preferred stock, if any, dividends are at the discretion of the Company’s board of directors (the ‘‘Board’’).

Warrants

Redemption of investor warrants

On July 19, 2021, the Company completed the redemption ("Redemption") of certain of its outstanding warrants (the "Investor Warrants") that were issued in connection with a private placement of units (the "private placement"), each consisting of a share of common stock and a warrant to purchase an additional one-half (1/2) shares of common stock, which concluded in the fall of 2018.

The Company was entitled to redeem all of the outstanding Investor Warrants for a redemption price of $0.00033712 per Investor Warrant ("redemption price") if (i) there was an effective registration statement covering the resale of the shares of common stock underlying the Investor Warrants, and (ii) the volume-weighted average price of the Company's common stock for the twenty consecutive trading days prior to the date of the notice of redemption is at least $25.28, of which both requirements were met. Investor Warrants were exercisable at a price of $16.86 per share until July 19, 2021 (the "redemption date"). Any Investor Warrants that remained unexercised immediately after the redemption date were void and no longer exercisable, and the holders of those Investor Warrants were entitled to receive the redemption price.

Prior to the redemption date, 3,367,647 Investor Warrants were exercised, generating total gross proceeds of $56,779, of which $36,484 was received subsequent to June 30, 2021. The Company redeemed 1,491 Investor Warrants at the redemption price.

In connection with the private placement, the Company agreed to engage the placement agent (the "Placement Agent") as the Company's warrant solicitation agent in the event the Investor Warrants were called for Redemption. The Company agreed to pay a warrant solicitation fee to the Placement Agent equal to five percent of the amount of net cash proceeds solicited by the Placement Agent upon the exercise of certain Investor Warrants following such call for Redemption. For the three and six months ended June 30, 2021, total warrant solicitation fee expense was $844 and is included in selling, general and administrative expenses in the condensed consolidated statements of operations. In July 2021, the Company estimates the warrant solicitation fee expense to be approximately $1,105 subject to finalization during the quarter ending September 30, 2021.

As of June 30, 2021, the following table summarizes the outstanding warrants:


	Number of Warrants	Exercise Price
Investor warrants	2,017,594	$	16.86
Placement agent warrants	102,502	$	8.43
Placement agent warrants	9,345	$	16.86
Total	2,129,441	$	16.45

For the six months ended June 30, 2021, 163,006 placement agent warrants were exercised on a cashless basis at a price of $16.86 per share for 126,937 shares of common stock and 242,214 placement agent warrants were exercised on as cashless basis at a price of $8.43 per share for 214,325 shares of common stock.

STOCK-BASED COMPENSATION

6 Months Ended

Jun. 30, 2021

Share-based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION

Stock-based compensation plan overview

The Company maintains three equity incentive plans: the 2018 Equity Incentive Plan (“2018 Plan”), the 2019 Employee, Director and Consultant Equity Incentive Plan (“2019 Plan”) and the 2020 Employee, Director, and Consultant Equity Incentive Plan (“2020 Plan” and collectively, “Incentive Plans”). The 2020 Plan serves as the successor to the 2019 Plan and 2018 Plan and provides for the issuance of incentive stock options, nonqualified stock options, stock grants and stock-based awards to employees, directors, and consultants of the Company. No further awards will be issued under the 2018 Plan and 2019 Plan. Of the total shares available for grant under the 2020 Plan, 2,140,960 remain available as of June 30, 2021.

RSU Activity

RSUs granted to certain executives, employees and members of the Board expire 10 years after the grant date. The awards generally have a time-based vesting requirement (based on continuous employment) and certain awards also have a performance-based vesting requirement (defined as a liquidity event including an initial public offering).

Upon the IPO, the performance-based vesting requirement was satisfied and the employees became vested in the number of RSUs that had satisfied the time-based vesting requirement. The stock-based compensation expense related to remaining service-based awards is recorded over the remaining requisite service period. The following table summarizes the activity related to the Company's RSUs for the six months ended June 30, 2021. For purposes of this table, vested RSUs represent the shares for which the service condition had been fulfilled as of June 30, 2021:


	Number of RSUs	Weighted average grant date fair value
Balance, January 1, 2021	1,857,444	$	6.55
Granted	49,174	$	61.85
Vested	(365,747)	$	5.94
Balance, June 30, 2021	1,540,871	$	8.46

As of June 30, 2021, total unamortized stock-based compensation cost related to unvested RSUs was $9,236 and the weighted-average period over which the compensation is expected to be recognized is 2.11 years. The award granted to a member of the Board in July 2020 and modified in November 2020 contains a market-based vesting condition based on the traded value of shares of the Company’s common stock following the IPO over a specific time frame. For this award, the market condition was factored into its fair value. All of the stock-based compensation expense related to this award was recognized upon the IPO in December 2020. The total shares under the unvested RSUs subject to a market-based vesting condition are 296,630 as of June 30, 2021.

Stock options

The following table summarizes the stock option activity for the six months ended June 30, 2021:


	Number	Weighted average exercise price		Weighted average grant date fair value		Weighted average remaining contractual term (years)
Outstanding as of January 1, 2021	922,796	$	8.81	$	1.78	8.08
Granted	10,641	$	59.03	$	25.58
Exercised	(101,947)	$	8.43	$	0.73
Forfeited	(7,950)	$	9.64	$	4.77
Outstanding as of June 30, 2021	823,540	$	9.50	$	2.19	7.67

Exercisable as of June 30, 2021	473,695	$	8.43	$	0.75	7.08
Unvested as of June 30, 2021	349,845	$	10.94	$	4.18	2.18
Vested and expected to vest as of June 30, 2021	823,540	$	9.50	$	2.19	7.67

Since options represent equity awards of the Company, such awards are fair valued as of the grant date for the purposes of measurement and recognition under U.S. GAAP. To measure the fair value of an option, the Black-Scholes valuation model was utilized. The valuation model requires the input of highly subjective assumptions. The weighted average assumptions for awards granted as of June 30, 2021 are as follows:


Estimated weighted-average fair value per stock option			$59.03
Volatility			45%
Risk-free rate			0.85%
Dividend yield			Nil
Expected term in years			6.0

As of June 30, 2021, total compensation cost related to unvested awards not yet recognized was $1,250 and the weighted-average period over which the compensation is expected to be recognized is 2.18 years.

COMMITMENTS AND CONTINGENCIES, AND RELATED PARTY TRANSACTIONS	6 Months Ended
	Jun. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES, AND RELATED PARTY TRANSACTIONS	COMMITMENTS AND CONTINGENCIES, AND RELATED PARTY TRANSACTIONS Purchase commitments From time to time in the normal course of business, the Company will enter into agreements with suppliers which provide favorable pricing in return for a commitment to purchase minimum amounts of inventory over a defined time period. In June 2020, as part of negotiations with the supplier that began in late 2019, the Company amended its October 2017 agreement to distribute and sell certain garden products for a term ending in December 2024. Under the amended agreement, the Company committed to purchase inventory in periodic minimum volumes on a take-or-pay basis, as defined, over the term of the agreement. In 2021, the Company expects to meet the minimum purchase commitment obligations. Contingencies In the normal course of business, certain claims have been brought against the Company and, where applicable, its suppliers. While there is inherent difficulty in predicting the outcome of such matters, management has vigorously contested the validity of these claims. Based on available information, management believes the claims are without merit and does not expect that the outcome, individually or in the aggregate, would have a material adverse effect on the consolidated financial positions, results of operations, cash flows or future earnings. Related party transactions—Hydrofarm Distribution Center The Company leases a distribution center in Petaluma, California from entities in which a related party is a stockholder. For the three months ended June 30, 2021 and 2020, rent expense for the month to month lease totaled $319 and $320, respectively. For the six months ended June 30, 2021 and 2020, rent expense for the month to month lease totaled $639 for both periods.

SUBSEQUENT EVENTS	6 Months Ended
SUBSEQUENT EVENTS	Jun. 30, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS On July 29, 2021, the Company executed an intercreditor and subordination agreement ("Agreement") related to the amended and restated note receivable, which is included in notes receivable and other assets, allowing the third-party payee to receive debt financing ("Subordinated Note") that will be used to fund operations. Pursuant to the Agreement, the Subordinated Note is hereby junior to and subordinated in right of payment to all indebtedness, obligations and liabilities of the third-party payee to the Company. The Company completed two acquisitions after June 30, 2021, which are described in Note 3 - Business Combinations. The Company completed the redemption of certain of its outstanding warrants after June 30, 2021, which is described in Note 10 - Convertible Preferred Stock and Stockholders' Equity. The Company executed operating leases after June 30, 2021, which are described in Note 7 - Operating Leases.

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of presentation	The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the requirements of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These condensed consolidated financial statements have been prepared on the same basis as the Company's annual consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2021, or for any other interim period or for any other future year. All intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated balance sheet as of December 31, 2020 has been derived from the audited consolidated financial statements of the Company, which is included in the Company's Annual Report on Form 10-K ("2020 Annual Report"). These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the 2020 Annual Report.
Use of estimates	The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Significant estimates include provisions for sales returns, rebates and claims from customers, realization of accounts receivable and inventories, fair value of assets acquired and liabilities assumed for business combinations, valuation of intangible assets and goodwill, incremental borrowing rate applied in lease accounting, valuation of stock, valuation of stock-based compensation, recognition of deferred income taxes, recognition of liabilities related to commitments and contingencies and valuation allowances. Actual results may differ from these estimates. On an ongoing basis, the Company reviews its estimates to ensure that these estimates appropriately reflect changes in its business or new information available.
Business Combinations	Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition date fair values of the assets transferred, liabilities incurred to the former owners of the acquiree and the equity interests issued in exchange for control of the acquiree. Acquisition related costs are recognized in net income (loss) as incurred. When the consideration transferred in a business combination includes assets or liabilities resulting from a contingent consideration arrangement, the contingent consideration is measured at its acquisition date fair value and included as part of the consideration transferred in a business combination. Contingent consideration is established for business acquisitions where the Company has the obligation to transfer additional assets or equity interests to the former owners if specified future events occur or conditions are met. Contingent consideration is classified as a liability when the obligation requires settlement in cash or other assets and is classified as equity when the obligation requires settlement in the Company's own equity instruments. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with a corresponding adjustment to goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the measurement period (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date. All other subsequent changes in the fair value of contingent consideration classified as an asset or liability are included in net income (loss) in the period. Changes in the fair value of contingent consideration classified as equity are not recognized. For a given acquisition, the Company may identify certain pre-acquisition contingencies as of the acquisition date and may extend its review and evaluation of these pre-acquisition contingencies throughout the measurement period in order to obtain sufficient information to assess these contingencies as part of acquisition accounting, as applicable. Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non‑controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquire (if any) over the net of the acquisition‑date fair value amounts of the identifiable assets acquired and the liabilities assumed. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period, or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that time. Upon conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to net income (loss).
Revenue recognition	The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”) which requires that revenue recognized from contracts with customers be disaggregated into categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The Company has determined that revenue is generated from one category, which is the distribution and manufacture of controlled environment agriculture equipment and supplies. Inventory is maintained in regional distribution centers. Payment terms are primarily at the point of sale or due within thirty days. The amount billed to customers for shipping and handling costs included in net sales was $1,683 and $2,928 during the three and six months ended June 30, 2021, respectively, and $1,588 and $2,344 during the three and six months ended June 30, 2020, respectively. Shipping and handling costs that occur before the customer obtains control of the goods are deemed to be fulfillment activities and are accounted for as fulfillment costs included in cost of goods sold under the practical expedient provisions of ASC 606. Deferred revenues are not material. The Company does not receive noncash consideration for the sale of goods. There are no significant financing components. Excluded from revenue are any taxes assessed by governmental authorities, including value-added and other sales-related taxes that are imposed on and concurrent with revenue-generating activities under the practical expedient provisions.
Income taxes—interim tax provision	The income tax provision is calculated for an interim period by distinguishing between elements recognized in the income tax provision through applying an estimated annual effective tax rate (the “ETR”) to a measure of year-to-date operating results referred to as “ordinary income (or loss),” and discretely recognizing specific events referred to as “discrete items” as they occur. The income tax provision or benefit for each interim period is the difference between the year-to-date amount for the current period and the year-to-date amount for the prior period. Under FASB ASC 740-270-30-36, entities subject to income taxes in multiple jurisdictions should apply one overall ETR instead of separate ETRs for each jurisdiction when calculating the interim-period income tax or benefit related to consolidated ordinary income (or loss) for the year-to-date interim period, except in certain circumstances.
Fair value	Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company has applied the framework for measuring fair value which requires a fair value hierarchy to be applied to all fair value measurements. All financial instruments recognized at fair value are classified into one of three levels in the fair value hierarchy as follows: Level 1 — Valuation based on quoted prices (unadjusted) observed in active markets for identical assets or liabilities. Level 2 — Valuation techniques based on inputs that are quoted prices of similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not in active markets; inputs other than quoted prices used in a valuation model that are observable for that instrument; and inputs that are derived from or, corroborated by, observable market data by correlation or other means. Level 3 — Valuation techniques with significant unobservable market inputs. The carrying values of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued and other current liabilities approximate their fair value due to their short-term maturities using level 2 inputs. The fair value of contingent consideration is classified within level 3 of the fair value hierarchy (See discussion of contingent consideration in Note 3, Business Combinations).
Recently issued accounting pronouncements	Adopted in 2021 In October 2020, the FASB issued Accounting Standards Update ("ASU") No. 2020-10, Codification Improvements. The amendments improve the codification by having all disclosure-related guidance available in the disclosure sections of the codification. Prior to this ASU, various disclosure requirements or options to present information on the face of the financial statements or as a note to the financial statements were not included in the appropriate disclosure sections of the codification. The codification improvements also contain various other minor amendments to the codification that are not expected to have a significant effect on current accounting practice. The amendments are effective for annual periods beginning after December 15, 2020 and early adoption is permitted. The Company early adopted the standard effective January 1, 2021 with no impact on the condensed consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity. This ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. This ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. The amendments are effective for fiscal years beginning after December 15, 2021, and early adoption is permitted. The Company early adopted the standard effective January 1, 2021 with no impact on the condensed consolidated financial statements. Accounting standards not yet effective In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326), with additional amendments issued subsequently. Topic 326 changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which will generally result in earlier recognition of allowances for losses. Topic 326 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact the adoption of Topic 326 will have on its condensed consolidated financial statements.
Purchase commitments	From time to time in the normal course of business, the Company will enter into agreements with suppliers which provide favorable pricing in return for a commitment to purchase minimum amounts of inventory over a defined time period.
Contingencies	In the normal course of business, certain claims have been brought against the Company and, where applicable, its suppliers. While there is inherent difficulty in predicting the outcome of such matters, management has vigorously contested the validity of these claims. Based on available information, management believes the claims are without merit and does not expect that the outcome, individually or in the aggregate, would have a material adverse effect on the consolidated financial positions, results of operations, cash flows or future earnings.

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

Jun. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Revenue from External Customers by Geographic Areas

Sales to external customers and property and equipment, net in the United States and Canada, determined by the location of the subsidiaries, were as follows:


	Three months ended June 30,				Six months ended June 30,
	2021		2020		2021		2020
United States	$	111,356	$	75,787	$	202,028	$	129,291
Canada	23,832		16,283		46,096		30,385
Intersegment eliminations	(1,388)		(862)		(2,935)		(1,571)
Total consolidated net sales	$	133,800	$	91,208	$	245,189	$	158,105


	June 30, 2021		December 31, 2020
United States	$	5,539	$	3,272
Canada	648		716
Total property and equipment, net	$	6,187	$	3,988

Long-lived Assets by Geographic Areas

Sales to external customers and property and equipment, net in the United States and Canada, determined by the location of the subsidiaries, were as follows:


	Three months ended June 30,				Six months ended June 30,
	2021		2020		2021		2020
United States	$	111,356	$	75,787	$	202,028	$	129,291
Canada	23,832		16,283		46,096		30,385
Intersegment eliminations	(1,388)		(862)		(2,935)		(1,571)
Total consolidated net sales	$	133,800	$	91,208	$	245,189	$	158,105


	June 30, 2021		December 31, 2020
United States	$	5,539	$	3,272
Canada	648		716
Total property and equipment, net	$	6,187	$	3,988

Restrictions on Cash and Cash Equivalents

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the consolidated statements of cash flows.


	June 30, 2021		December 31, 2020
Cash and cash equivalents	$	193,590	$	75,178
Restricted cash	1,777		1,777
Cash and cash equivalents, and restricted cash	$	195,367	$	76,955

Schedule of Cash and Cash Equivalents

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the consolidated statements of cash flows.


	June 30, 2021		December 31, 2020
Cash and cash equivalents	$	193,590	$	75,178
Restricted cash	1,777		1,777
Cash and cash equivalents, and restricted cash	$	195,367	$	76,955

BUSINESS COMBINATIONS (Tables)

6 Months Ended

Jun. 30, 2021

Business Combination and Asset Acquisition [Abstract]

Schedule of Business Acquisitions, by Acquisition

The following table sets forth the components and the preliminary allocation of the purchase price for the Company's acquisition of Heavy 16:


Components of Purchase Price:	Amount
Cash	$	60,775
Common stock	16,736
Contingent consideration	344
Total purchase price	$	77,855

Acquisition-related costs	$	2,865

Allocation of Purchase Price:
Identifiable assets (liabilities)
Accounts receivable, net	$	510
Inventories	1,451
Prepaid expenses and other current assets	34
Property and equipment, net	1,078
Operating lease right-of-use assets	1,088
Other assets	25
Accounts payable	(1,055)
Accrued expenses and other current liabilities	(226)
Current portion of lease liabilities	(274)
Long-term lease liabilities	(868)
Net identifiable assets	1,763
Identifiable intangible assets
Backlog	200
Customer relationships	5,100
Trademarks and trade names	18,500
Technology and formulations & recipes	33,600
Total identifiable intangible assets	57,400
Goodwill	18,692
Total purchase price allocation	$	77,855

The following table sets forth the components and the preliminary allocation of the purchase price for the Company's acquisition of the H&G Entities:


Component of Purchase Price:	Amount
Cash	$	135,041
Total purchase price	$	135,041

Acquisition-related costs	$	4,509

Allocation of Purchase Price:
Identifiable assets (liabilities)
Accounts receivable, net	$	3,308
Inventories	4,153
Prepaid expenses and other current assets	493
Property and equipment, net	358
Operating lease right-of-use assets	1,921
Other assets	217
Accounts payable	(1,320)
Accrued expenses and other current liabilities	(481)
Current portion of lease liabilities	(447)
Long-term lease liabilities	(1,501)
Net identifiable assets	6,701
Goodwill	128,340
Total purchase price allocation	$	135,041

Business Acquisition, Pro Forma Information


	Three months ended June 30,				Six months ended June 30,
	2021		2020		2021		2020
Net sales	$	144,982	$	105,667	$	274,071	$	184,411
Net income	$	14,793	$	8,033	$	28,775	$	(1,181)

GOODWILL AND INTANGIBLE ASSETS, NET (Tables)

6 Months Ended

Jun. 30, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The changes in goodwill are as follows:


	June 30, 2021		December 31, 2020
Balance, beginning of period	$	—	$	—
Acquisitions (Note 3)	147,032		—
Balance, end of period	$	147,032	$	—

Schedule of Indefinite-Lived Intangible Assets

Intangible assets, net comprised the following:


	June 30, 2021						December 31, 2020
	Gross Carrying Amount		Accumulated Amortization		Net Book Value		Gross Carrying Amount		Accumulated Amortization		Net Book Value
Finite-lived intangible assets:
Computer software	$	8,204	$	(6,370)	$	1,834	$	7,775	$	(5,640)	$	2,135
Customer relationship (1)	64,476		(13,708)		50,768		59,375		(12,010)		47,365
Technology and formulations & recipes (1)	33,600		(311)		33,289		—		—		—
Other (1)	1,387		(1,387)		—		1,156		(1,156)		—
Total finite-lived intangible assets, net	107,667		(21,776)		85,891		68,306		(18,806)		49,500
Indefinite-lived intangible asset:
Trade names (1)	21,301		—		21,301		2,801		—		2,801
Other	120		—		120		120		—		120
Total Intangible assets, net	$	129,088	$	(21,776)	$	107,312	$	71,227	$	(18,806)	$	52,421

(1) Includes intangible assets acquired from Heavy 16 (See Note 3 - Business Combinations)

Schedule of Finite-Lived Intangible Assets

Intangible assets, net comprised the following:


	June 30, 2021						December 31, 2020
	Gross Carrying Amount		Accumulated Amortization		Net Book Value		Gross Carrying Amount		Accumulated Amortization		Net Book Value
Finite-lived intangible assets:
Computer software	$	8,204	$	(6,370)	$	1,834	$	7,775	$	(5,640)	$	2,135
Customer relationship (1)	64,476		(13,708)		50,768		59,375		(12,010)		47,365
Technology and formulations & recipes (1)	33,600		(311)		33,289		—		—		—
Other (1)	1,387		(1,387)		—		1,156		(1,156)		—
Total finite-lived intangible assets, net	107,667		(21,776)		85,891		68,306		(18,806)		49,500
Indefinite-lived intangible asset:
Trade names (1)	21,301		—		21,301		2,801		—		2,801
Other	120		—		120		120		—		120
Total Intangible assets, net	$	129,088	$	(21,776)	$	107,312	$	71,227	$	(18,806)	$	52,421

(1) Includes intangible assets acquired from Heavy 16 (See Note 3 - Business Combinations)

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

The estimated aggregate future amortization expense for intangible assets subject to amortization as June 30, 2021 is summarized below:


	Estimated Future Amortization Expense
For the period of July 1, 2021 to December 31, 2021	$	3,580
Year ending December 31,
2022	6,127
2023	5,567
2024	5,530
2025	5,520
Thereafter	59,567
Total	$	85,891

NET INCOME (LOSS) PER COMMON SHARE (“EPS”) (Tables)

6 Months Ended

Jun. 30, 2021

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The following table presents information necessary to calculate basic and diluted EPS for the three and six months ended June 30, 2021 and 2020:


	Three months ended June 30,				Six months ended June 30,
	2021		2020		2021		2020
Net income (loss)	$	2,257	$	2,567	$	7,197	$	(526)
Cumulative dividends allocated to Series A Convertible Preferred Stock	—		(674)		—		(1,308)
Net income (loss) available for distribution	2,257		1,893		7,197		(1,834)
Less: Undistributed earnings allocable to participating securities	—		(189)		—		—
Basic and diluted net income (loss) attributable to common stockholders	$	2,257	$	1,704	$	7,197	$	(1,834)
Less: Effect on net income (loss) of dilutive securities using the “if converted” method	—		—		—		—
Diluted net income (loss) attributable to common stockholders after adjustment for assumed conversions	$	2,257	$	1,704	$	7,197	$	(1,834)
Weighted-average shares of common stock outstanding for basic net income (loss) per share attributable to common stockholders	37,862,417		20,688,439		35,792,374		20,688,439
Dilutive effect of warrants using the treasury stock method	2,030,346		5,428		2,435,405		—
Dilutive effect of restricted stock units using the treasury stock method	1,441,790		183,300		1,550,076		—
Dilutive effect of stock options using the treasury stock method	710,376		—		745,831		—
Weighted-average shares of common stock outstanding for diluted net income (loss) per share attributable to common stockholders	42,044,929		20,877,167		40,523,686		20,688,439
Basic net income (loss) per share attributable to common stockholders	$	0.06	$	0.08	$	0.20	$	(0.09)
Diluted net income (loss) per share attributable to common stockholders	$	0.05	$	0.08	$	0.18	$	(0.09)

Schedule of Weighted Average Number of Shares Outstanding

The computation of the weighted-average shares of common stock outstanding for diluted EPS includes the

following potential common shares attributable to common stockholders using the treasury stock method for the weighted-average period during which the units were outstanding:


	Three months ended June 30,		Six months ended June 30,
	2021	2020	2021	2020
Shares subject to warrants outstanding	2,822,764	344,678	3,261,951	—
Shares subject to unvested restricted stock units subject to time-based and/or market-based conditions vesting	1,554,156	309,348	1,659,654	—
Shares subject to stock options outstanding	857,528	—	884,774	—

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share


	Three months ended June 30,		Six months ended June 30,
	2021	2020	2021	2020
Shares subject to warrants outstanding	—	3,541,475	—	3,886,191
Shares subject to unvested restricted stock units with performance conditions	—	1,820,598	—	1,820,598
Shares subject to unvested restricted stock units subject only to time-based vesting	22,979	—	11,553	91,650
Shares subject to stock options outstanding	—	797,413	4,651	791,871
Shares of common stock subject to conversion of 7,725,045 shares Series A Convertible Preferred Stock	—	2,291,469	—	2,291,469
Shares of common stock subject to share settlement of cumulative dividend on Series A Convertible Preferred Stock	—	57,119	—	55,426

ACCOUNTS RECEIVABLE, NET AND INVENTORIES (Tables)

6 Months Ended

Jun. 30, 2021

Receivables [Abstract]

Schedule of Accounts Receivable, Net

Accounts receivable, net comprised the following:


	June 30, 2021		December 31, 2020
Trade accounts receivable	$	30,173	$	20,252
Allowance for doubtful accounts	(542)		(918)
Other receivables	4,006		2,292
Total accounts receivable, net	$	33,637	$	21,626

Schedule of Inventories

Inventories comprised the following:


	June 30, 2021		December 31, 2020
Finished goods	$	113,786	$	83,213
Work-in-process	152		—
Raw materials	9,999		7,837
Allowance for inventory obsolescence	(2,440)		(2,432)
Total inventories	$	121,497	$	88,618

OPERATING LEASES (Tables)

6 Months Ended

Jun. 30, 2021

Leases [Abstract]

Assets And Liabilities, Lessee

Supplemental balance sheet information related to the Company’s operating leases are as follows:


	June 30, 2021		December 31, 2020
Assets
Operating lease right-of-use assets	$	28,994	$	18,289
Total leased assets	$	28,994	$	18,289
Liabilities
Current portion of lease liabilities	$	5,305	$	3,701
Long-term lease liabilities	24,342		15,320
Total lease liabilities	$	29,647	$	19,021

Lessee, Operating Lease, Liability, Maturity

As of June 30, 2021, future minimum lease payments under non-cancelable operating leases are as follows:


	Operating
For the period of July 1, 2021 to December 31, 2021	$	3,099
Year ending December 31,
2022	6,306
2023	4,761
2024	4,308
2025	4,051
2026	3,226
Thereafter	7,924
Total rental payments	33,675
Less portion representing interest	(4,028)
Total principal	29,647
Less current portion	(5,305)
Long-term portion	$	24,342

Lessee, Operating Lease, Lease Not yet Commenced, Maturity Schedule

The future minimum lease payments for executed non-cancelable operating leases not yet commenced are as follows:


	Operating
For the period of July 1, 2021 to December 31, 2021	$	1,100
Year ending December 31,
2022	975
2023	3,907
2024	3,707
2025	4,060
2026	4,431
Thereafter	27,840
Total rental payments	$	46,020

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables)

6 Months Ended

Jun. 30, 2021

Payables and Accruals [Abstract]

Schedule of Accrued Liabilities and Other Current Liabilities

Accrued expenses and other current liabilities comprised the following:


	June 30, 2021		December 31, 2020
Acquisition post-close related payable	$	4,805	$	—
Accrued compensation and benefits	4,547		9,902
Freight, custom and duty accrual	2,595		2,603
Goods in transit accrual	3,275		3,845
Audit, tax and legal accrual	3,139		237
Corporate tax accrual	1,297		585
Obligations due under a distribution agreement	1,000		590

Other accrued liabilities	7,743		3,853
Total accrued expenses and other current liabilities	$	28,401	$	21,615

CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (Tables)

6 Months Ended

Jun. 30, 2021

Equity [Abstract]

Schedule of Stock by Class

As of June 30, 2021, the following summarizes shares authorized, issued and outstanding:


Capital stock authorized and outstanding:	Shares authorized	Shares outstanding
Convertible preferred stock	50,000,000	—
Common stock	300,000,000	41,296,585

As of June 30, 2021, the following summarizes shares of common stock reserved for issuance:


Common stock reserved for issuance:						Shares reserved for issuance
Warrants						2,129,441
2020 Employee, Director, and Consultant Equity Incentive Plan						2,140,960
Restricted stock units						1,540,871
Stock options						823,540

Schedule of Warrants

As of June 30, 2021, the following table summarizes the outstanding warrants:


	Number of Warrants	Exercise Price
Investor warrants	2,017,594	$	16.86
Placement agent warrants	102,502	$	8.43
Placement agent warrants	9,345	$	16.86
Total	2,129,441	$	16.45

- Definition

Tabular disclosure of an entity's stock, including par or stated value per share, number and dollar amount of share subscriptions, shares authorized, shares issued, shares outstanding, number and dollar amount of shares held in an employee trust, dividend per share, total dividends, share conversion features, par value plus additional paid in capital, the value of treasury stock and other information necessary to a fair presentation, and EPS information. Stock by class includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. Includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity. If more than one issue is outstanding, state the title of each issue and the corresponding dollar amount; dollar amount of any shares subscribed but unissued and the deduction of subscriptions receivable there from; number of shares authorized, issued, and outstanding.

+ References

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+ Details

STOCK-BASED COMPENSATION (Tables)

6 Months Ended

Jun. 30, 2021

Share-based Payment Arrangement [Abstract]

Share-based Payment Arrangement, Outstanding Award, Activity, Excluding Option

The following table summarizes the activity related to the Company's RSUs for the six months ended June 30, 2021. For purposes of this table, vested RSUs represent the shares for which the service condition had been fulfilled as of June 30, 2021:


	Number of RSUs	Weighted average grant date fair value
Balance, January 1, 2021	1,857,444	$	6.55
Granted	49,174	$	61.85
Vested	(365,747)	$	5.94
Balance, June 30, 2021	1,540,871	$	8.46

Share-based Payment Arrangement, Option, Activity

The following table summarizes the stock option activity for the six months ended June 30, 2021:


	Number	Weighted average exercise price		Weighted average grant date fair value		Weighted average remaining contractual term (years)
Outstanding as of January 1, 2021	922,796	$	8.81	$	1.78	8.08
Granted	10,641	$	59.03	$	25.58
Exercised	(101,947)	$	8.43	$	0.73
Forfeited	(7,950)	$	9.64	$	4.77
Outstanding as of June 30, 2021	823,540	$	9.50	$	2.19	7.67

Exercisable as of June 30, 2021	473,695	$	8.43	$	0.75	7.08
Unvested as of June 30, 2021	349,845	$	10.94	$	4.18	2.18
Vested and expected to vest as of June 30, 2021	823,540	$	9.50	$	2.19	7.67

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions

The weighted average assumptions for awards granted as of June 30, 2021 are as follows:


Estimated weighted-average fair value per stock option			$59.03
Volatility			45%
Risk-free rate			0.85%
Dividend yield			Nil
Expected term in years			6.0

DESCRIPTION OF THE BUSINESS (Details) - Common Stock - USD ($) $ / shares in Units, $ in Millions	May 03, 2021	Dec. 14, 2020
Follow-On Public Offering
Class of Stock [Line Items]
Shares issued in offering (in shares)	5,526,861
Sale of stock, price per share (in dollars per share)	$ 59.00
Proceeds from issuance on offering	$ 309.8
Follow-On Public Offering, Over-Allotment Option
Class of Stock [Line Items]
Shares issued in offering (in shares)	720,894
IPO
Class of Stock [Line Items]
Shares issued in offering (in shares)		9,966,667
Sale of stock, price per share (in dollars per share)		$ 20.00
Proceeds from issuance on offering		$ 182.3
Over-Allotment Option
Class of Stock [Line Items]
Shares issued in offering (in shares)		1,300,000

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021 USD ($)	Jun. 30, 2020 USD ($)	Jun. 30, 2021 USD ($) segment	Jun. 30, 2020 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of operating segments \| segment			2
Number of reportable segments \| segment			1
Revenue from External Customer [Line Items]
Net sales \| $	$ 133,800	$ 91,208	$ 245,189	$ 158,105
Shipping and Handling
Revenue from External Customer [Line Items]
Net sales \| $	$ 1,683	$ 1,588	$ 2,928	$ 2,344

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1
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+ Details

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Entity-wide Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Segment Reporting Information [Line Items]
Net sales	$ 133,800	$ 91,208	$ 245,189	$ 158,105
Property and equipment, net	6,187		6,187		$ 3,988
United States
Segment Reporting Information [Line Items]
Net sales	111,356	75,787	202,028	129,291
Property and equipment, net	5,539		5,539		3,272
Canada
Segment Reporting Information [Line Items]
Net sales	23,832	16,283	46,096	30,385
Property and equipment, net	648		648		$ 716
Intersegment eliminations
Segment Reporting Information [Line Items]
Net sales	$ (1,388)	$ (862)	$ (2,935)	$ (1,571)

- Definition

+ References

+ Details

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Cash, Cash Equivalents And Restricted Cash (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020	Jun. 30, 2020	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash and cash equivalents	$ 193,590	$ 75,178	$ 31,827
Restricted cash	1,777	1,777	1,625
Cash and cash equivalents, and restricted cash	$ 195,367	$ 76,955	$ 33,452	$ 32,857

BUSINESS COMBINATIONS - Narrative (Details)					3 Months Ended	6 Months Ended
BUSINESS COMBINATIONS - Narrative (Details)	Aug. 03, 2021 USD ($)	Jul. 01, 2021 USD ($)	Jun. 01, 2021 USD ($)	May 03, 2021 USD ($) Rate	Jun. 30, 2021 USD ($)	Jun. 30, 2021 USD ($)
Business Acquisition [Line Items]
Net sales of acquiree since acquisition date					$ 9,000,000	$ 9,000,000
Net income of acquiree since acquisition date					4,000,000	$ 4,000,000
Customer relationship
Business Acquisition [Line Items]
Finite-lived intangible asset, useful life						18 years
Technology and formulations & recipes
Business Acquisition [Line Items]
Finite-lived intangible asset, useful life						18 years
Field 16, LLC (Heavy 16)
Business Acquisition [Line Items]
Percentage of voting interests acquired				100.00%
Consideration transferred				$ 77,855,000
Cash				60,775,000
Common stock				16,736,000
Contingent consideration				344,000	$ 604,000	$ 604,000
Contingent consideration arrangements, range of outcomes, value, high				2,500,000
Contingent consideration arrangements, range of outcomes, value, incremental amount over threshold				200,000
Contingent consideration arrangements, range of outcomes, value, threshold				1,000,000
Contingent consideration arrangements, range of outcomes, value, sales threshold				$ 21,000,000
Finite-lived intangible asset, useful life				18 years
Field 16, LLC (Heavy 16) \| Valuation, Income Approach
Business Acquisition [Line Items]
Contingent consideration, liability, measurement input \| Rate				0.10
Field 16, LLC (Heavy 16) \| Valuation Technique, Discounted Cash Flow
Business Acquisition [Line Items]
Contingent consideration, liability, measurement input \| Rate				0.0033
Field 16, LLC (Heavy 16) \| Customer relationship
Business Acquisition [Line Items]
Finite-lived intangible asset, useful life				18 years
Field 16, LLC (Heavy 16) \| Technology and formulations & recipes
Business Acquisition [Line Items]
Finite-lived intangible asset, useful life				18 years
H&G Entities
Business Acquisition [Line Items]
Percentage of voting interests acquired			100.00%
Consideration transferred			$ 135,041,000
Cash			$ 135,041,000
Aurora \| Subsequent Event
Business Acquisition [Line Items]
Percentage of voting interests acquired		100.00%
Consideration transferred		$ 161,000,000
Cash		135,000,000
Common stock		26,000,000
Earn out payment		$ 21,000,000
Greenstar \| Subsequent Event
Business Acquisition [Line Items]
Percentage of voting interests acquired	100.00%
Cash	$ 83,000,000

BUSINESS COMBINATIONS - Components (Details) - USD ($) $ in Thousands	Jun. 01, 2021	May 03, 2021
Field 16, LLC (Heavy 16)
Business Acquisition [Line Items]
Cash		$ 60,775
Common stock		16,736
Contingent consideration		344
Total purchase price		77,855
Acquisition-related costs		$ 2,865
H&G Entities
Business Acquisition [Line Items]
Cash	$ 135,041
Total purchase price	135,041
Acquisition-related costs	$ 4,509

BUSINESS COMBINATIONS - Allocation (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Jun. 01, 2021	May 03, 2021	Dec. 31, 2020	Dec. 31, 2019
Business Acquisition [Line Items]
Goodwill	$ 147,032			$ 0	$ 0
Field 16, LLC (Heavy 16)
Business Acquisition [Line Items]
Accounts receivable, net			$ 510
Inventories			1,451
Prepaid expenses and other current assets			34
Property and equipment, net			1,078
Operating lease right-of-use assets			1,088
Other assets			25
Accounts payable			(1,055)
Accrued expenses and other current liabilities			(226)
Current portion of lease liabilities			(274)
Long-term lease liabilities			(868)
Net identifiable assets			1,763
Identifiable intangible assets			57,400
Goodwill			18,692
Total purchase price allocation			77,855
Field 16, LLC (Heavy 16) \| Trademarks and trade names
Business Acquisition [Line Items]
Identifiable intangible assets			18,500
Field 16, LLC (Heavy 16) \| Backlog
Business Acquisition [Line Items]
Identifiable intangible assets			200
Field 16, LLC (Heavy 16) \| Customer relationship
Business Acquisition [Line Items]
Identifiable intangible assets			5,100
Field 16, LLC (Heavy 16) \| Technology and formulations & recipes
Business Acquisition [Line Items]
Identifiable intangible assets			$ 33,600
H&G Entities
Business Acquisition [Line Items]
Accounts receivable, net		$ 3,308
Inventories		4,153
Prepaid expenses and other current assets		493
Property and equipment, net		358
Operating lease right-of-use assets		1,921
Other assets		217
Accounts payable		(1,320)
Accrued expenses and other current liabilities		(481)
Current portion of lease liabilities		(447)
Long-term lease liabilities		(1,501)
Net identifiable assets		6,701
Goodwill		128,340
Total purchase price allocation		$ 135,041

BUSINESS COMBINATIONS - Pro Forma (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Business Combination and Asset Acquisition [Abstract]
Net sales	$ 144,982	$ 105,667	$ 274,071	$ 184,411
Net income	$ 14,793	$ 8,033	$ 28,775	$ (1,181)

GOODWILL AND INTANGIBLE ASSETS, NET - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Goodwill [Line Items]
Goodwill	$ 147,032		$ 147,032		$ 0	$ 0
Amortization expense	1,766	$ 1,349	$ 2,972	$ 2,724
Computer software
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life			5 years
Customer relationship
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life			18 years
Technology and formulations & recipes
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life			18 years
Field 16, LLC (Heavy 16) and H&G Entities
Goodwill [Line Items]
Goodwill	147,032		$ 147,032
Identifiable intangible assets	$ 57,400		$ 57,400

GOODWILL AND INTANGIBLE ASSETS, NET - Goodwill (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
Goodwill [Roll Forward]
Balance, beginning of period	$ 0	$ 0
Acquisitions	147,032	0
Balance, end of period	$ 147,032	$ 0

GOODWILL AND INTANGIBLE ASSETS, NET - Intangible Assets, net (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 107,667	$ 68,306
Accumulated Amortization	(21,776)	(18,806)
Total	85,891	49,500
Indefinite-lived Intangible Assets [Line Items]
Gross Carrying Amount	129,088	71,227
Total	107,312	52,421
Trade Names
Indefinite-lived Intangible Assets [Line Items]
Gross Carrying Amount	21,301	2,801
Other
Indefinite-lived Intangible Assets [Line Items]
Gross Carrying Amount	120	120
Computer software
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	8,204	7,775
Accumulated Amortization	(6,370)	(5,640)
Total	1,834	2,135
Customer relationship
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	64,476	59,375
Accumulated Amortization	(13,708)	(12,010)
Total	50,768	47,365
Technology and formulations & recipes
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	33,600	0
Accumulated Amortization	(311)	0
Total	33,289	0
Other
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,387	1,156
Accumulated Amortization	(1,387)	(1,156)
Total	$ 0	$ 0

GOODWILL AND INTANGIBLE ASSETS, NET - Future Amortization Expense (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
For the period of July 1, 2021 to December 31, 2021	$ 3,580
Year ending December 31, 2022	6,127
Year ending December 31, 2023	5,567
Year ending December 31, 2024	5,530
Year ending December 31, 2025	5,520
Thereafter	59,567
Total	$ 85,891	$ 49,500

NET INCOME (LOSS) PER COMMON SHARE (“EPS”) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Net income (loss)	$ 2,257	$ 2,567	$ 7,197	$ (526)
Cumulative dividends allocated to Series A Convertible Preferred Stock	0	(674)	0	(1,308)
Net income (loss) available for distribution	2,257	1,893	7,197	(1,834)
Less: Undistributed earnings allocable to participating securities	0	(189)	0	0
Less: Undistributed earnings allocable to participating securities	0	(189)	0	0
Basic and diluted net income (loss) attributable to common stockholders	2,257	1,704	7,197	(1,834)
Net income (loss) attributable to common stockholders	2,257	1,704	7,197	(1,834)
Net income (loss) attributable to common stockholders	2,257	1,704	7,197	(1,834)
Less: Effect on net income (loss) of dilutive securities using the “if converted” method	0	0	0	0
Diluted net income (loss) attributable to common stockholders after adjustment for assumed conversions	$ 2,257	$ 1,704	$ 7,197	$ (1,834)
Weighted-average shares of common stock outstanding for basic net income (loss) per share attributable to common stockholders (in shares)	37,862,417	20,688,439	35,792,374	20,688,439
Dilutive effect of warrants using the treasury stock method (in shares)	2,030,346	5,428	2,435,405	0
Weighted-average shares of common stock outstanding for diluted net income (loss) per share attributable to common stockholders (in shares)	42,044,929	20,877,167	40,523,686	20,688,439
Basic net income (loss) per share attributable to common stockholders (in dollars per share)	$ 0.06	$ 0.08	$ 0.20	$ (0.09)
Diluted net income (loss) per share attributable to common stockholders (in dollars per share)	$ 0.05	$ 0.08	$ 0.18	$ (0.09)
Restricted stock units
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Dilutive effect of share-based payments using the treasury stock method	1,441,790	183,300	1,550,076	0
Stock options
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Dilutive effect of share-based payments using the treasury stock method	710,376	0	745,831	0

NET INCOME (LOSS) PER COMMON SHARE (“EPS”) - Shares Outstanding (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Shares subject to (in shares)	42,044,929	20,877,167	40,523,686	20,688,439
Warrant
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Shares subject to (in shares)	2,822,764	344,678	3,261,951	0
Restricted stock units
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Shares subject to (in shares)	1,554,156	309,348	1,659,654	0
Stock options
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Shares subject to (in shares)	857,528	0	884,774	0

NET INCOME (LOSS) PER COMMON SHARE (“EPS”) - Antidilutive (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Convertible preferred stock, outstanding (in shares)	0		0		0
Warrant
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares subject to (in shares)	0	3,541,475	0	3,886,191
Restricted stock units (RSUs) with performance conditions
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares subject to (in shares)	0	1,820,598	0	1,820,598
Restricted stock units (RSUs) with time-based vesting
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares subject to (in shares)	22,979	0	11,553	91,650
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares subject to (in shares)	0	797,413	4,651	791,871
Series A Convertible Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares subject to (in shares)	0	2,291,469	0	2,291,469
Convertible preferred stock, outstanding (in shares)		7,725,045		7,725,045
Series A Convertible Preferred Stock, Share Settlement
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares subject to (in shares)	0	57,119	0	55,426

ACCOUNTS RECEIVABLE, NET AND INVENTORIES - Accounts Receivable, Net (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Receivables [Abstract]
Trade accounts receivable	$ 30,173	$ 20,252
Allowance for doubtful accounts	(542)	(918)
Other receivables	4,006	2,292
Total accounts receivable, net	$ 33,637	$ 21,626

ACCOUNTS RECEIVABLE, NET AND INVENTORIES - Inventories (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Receivables [Abstract]
Finished goods	$ 113,786	$ 83,213
Work-in-process	152	0
Raw materials	9,999	7,837
Allowance for inventory obsolescence	(2,440)	(2,432)
Total inventories	$ 121,497	$ 88,618

OPERATING LEASES - Narrative (Details) ft² in Thousands, $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
	Apr. 30, 2021 USD ($) ft²	Jun. 30, 2021 USD ($)	Jun. 30, 2020 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2020 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Jul. 31, 2021 USD ($) ft² option
Leases [Abstract]
Operating lease, cost		$ 1,678	$ 1,410	$ 3,172	$ 2,828
Forecast
Lessee, Lease, Description [Line Items]
Sublease income						$ 467	$ 917	$ 378
Surrey, British Columbia, Canada \| Subsequent Event
Lessee, Lease, Description [Line Items]
Rented area (sf) \| ft²									246
Term of contract									120 months
New of renew options \| option									2
Renewal term									5 years
Monthly payment									$ 235
Monthly payment, final year									$ 300
Petaluma, CA
Lessee, Lease, Description [Line Items]
Rent abated term	1 month
Petaluma, CA \| Subsequent Event
Lessee, Lease, Description [Line Items]
Rented area (sf) \| ft²									6
Term of contract									25 months
Renewal term									2 years
Monthly payment									$ 8
Fairfield, California
Lessee, Lease, Description [Line Items]
Rented area (sf) \| ft²	175
Term of contract	126 months
Renewal term	10 years
Monthly payment	$ 77
Rent abated term	6 months
Monthly payment, final year	$ 134

OPERATING LEASES - Balance Sheet (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Leases [Abstract]
Operating lease right-of-use assets	$ 28,994	$ 18,289
Total leased assets	28,994	18,289
Current portion of lease liabilities	5,305	3,701
Long-term lease liabilities	24,342	15,320
Total lease liabilities	$ 29,647	$ 19,021

OPERATING LEASES - Future Minimum Lease Payment (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Leases [Abstract]
For the period of July 1, 2021 to December 31, 2021	$ 3,099
2022	6,306
2023	4,761
2024	4,308
2025	4,051
2026	3,226
Thereafter	7,924
Total rental payments	33,675
Less portion representing interest	(4,028)
Total lease liabilities	29,647	$ 19,021
Less current portion	(5,305)	(3,701)
Long-term portion	$ 24,342	$ 15,320

OPERATING LEASES - Lease Not yet Commenced Maturity (Details) $ in Thousands	Jun. 30, 2021 USD ($)
Leases [Abstract]
For the period of July 1, 2021 to December 31, 2021	$ 1,100
2022	975
2023	3,907
2024	3,707
2025	4,060
2026	4,431
Thereafter	27,840
Total rental payments	$ 46,020

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Payables and Accruals [Abstract]
Acquisition post-close related payable	$ 4,805	$ 0
Accrued compensation and benefits	4,547	9,902
Freight, custom and duty accrual	2,595	2,603
Goods in transit accrual	3,275	3,845
Audit, tax and legal accrual	3,139	237
Corporate tax accrual	1,297	585
Obligations due under a distribution agreement	1,000	590
Other accrued liabilities	7,743	3,853
Total accrued expenses and other current liabilities	$ 28,401	$ 21,615

DEBT - Narrative (Details)			3 Months Ended		6 Months Ended
DEBT - Narrative (Details)	Mar. 29, 2021 USD ($)	Jul. 11, 2019 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2020 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2020 USD ($)	May 31, 2017 USD ($)
Debt Instrument [Line Items]
Loss on debt extinguishment			$ 0	$ 0	$ (680,000)	$ 0
Line of credit facility, accordion feature, increase limit	$ 25,000,000
Line of credit facility, accordion feature, withdrawal limit increments	5,000,000
Term Loan \| Brightwood
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity							$ 75,000,000
Debt instrument, interest rate during period				10.00%		10.52%
Interest expense, debt				$ 1,552,000		$ 3,760,000
Revolving Asset-baked Credit Facility \| Encina Obligors
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity		$ 45,000,000
Debt instrument, interest rate during period				9.60%		9.39%
Interest expense, debt				$ 509,000		$ 1,032,000
Debt instrument, payment due, period before scheduled maturity date		90 days
Loss on debt extinguishment					680,000
Revolving Asset-baked Credit Facility \| Encina Obligors \| Canada
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity		$ 15,000,000
Bridge Loan \| Encina Obligors
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity		$ 2,000,000
JPMorgan Credit Facility
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity	$ 50,000,000
Debt instrument, term	3 years
Line of credit facility, remaining borrowing capacity			$ 50,000,000		$ 50,000,000
Covenant , minimum fixed charge coverage ratio multiplier			1.1		1.1
Covenant , minimum fixed charge coverage ratio, term					12 months
JPMorgan Credit Facility, Revolver
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity	$ 75,000,000
Line of credit facility, unused capacity, commitment fee percentage	0.25%
JPMorgan Credit Facility, Revolver \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	1.95%
JPMorgan Credit Facility, Revolver \| London Interbank Offered Rate (LIBOR) Floor
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	0.00%

CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY - Capital Stock (Details) - shares	Jun. 30, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Convertible preferred stock, authorized (in shares)	50,000,000	50,000,000
Convertible preferred stock, outstanding (in shares)	0	0
Common stock, shares authorized (in shares)	300,000,000	300,000,000
Common stock, shares outstanding (in shares)	41,296,585	33,499,953
2020 Employee, Director, and Consultant Equity Incentive Plan
Class of Stock [Line Items]
Capital shares reserved for future issuance (in shares)	2,140,960
Warrant
Class of Stock [Line Items]
Capital shares reserved for future issuance (in shares)	2,129,441
Restricted stock units
Class of Stock [Line Items]
Capital shares reserved for future issuance (in shares)	1,540,871
Stock options
Class of Stock [Line Items]
Capital shares reserved for future issuance (in shares)	823,540

CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY - Convertible Preferred Stock (Details) - USD ($) $ in Thousands		1 Months Ended		2 Months Ended	6 Months Ended
	Dec. 14, 2020	Dec. 31, 2020	Dec. 31, 2019	Feb. 29, 2020	Jun. 30, 2021	Jun. 30, 2020
Class of Stock [Line Items]
Proceeds from issuance of Series A Convertible Preferred Stock, net of issuance costs					$ 0	$ 3,792
Dividends, preferred stock, cash		$ 2,597
Series A Convertible Preferred Stock
Class of Stock [Line Items]
Shares issued in Series A offering (in shares)			7,007,429
Preferred stock, par value, gross			$ 24,526
Proceeds from issuance of Series A Convertible Preferred Stock, net of issuance costs			15,439	$ 2,342
Debt conversion, original debt, amount			7,637
Receivable for issuance of Series A Convertible Preferred Stock			1,450			$ 1,450
Offering costs			$ 1,274	$ 169
Series A Convertible Preferred Stock \| Investor
Class of Stock [Line Items]
Shares issued in Series A offering (in shares)				717,616
Consideration received per transaction				$ 2,511
Common Stock \| IPO
Class of Stock [Line Items]
Shares issued in Series A offering (in shares)	9,966,667
Conversion of stock, shares issued (in shares)	2,291,469

CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY - Warrant Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands			1 Months Ended	3 Months Ended	6 Months Ended		7 Months Ended
	Aug. 13, 2021	Jul. 19, 2021	Jul. 31, 2021	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2020	Jul. 18, 2021
Class of Warrant or Right [Line Items]
Exercise price (in dollars per share)				$ 16.45	$ 16.45
Proceeds from exercises of investor warrants					$ 20,295	$ 0
Investor Warrants
Class of Warrant or Right [Line Items]
Exercise price (in dollars per share)				$ 16.86	$ 16.86
Warrant solicitation fee expense, percentage of net cash proceeds solicited by placement agents on certain warrants following call for redemption				5.00%	5.00%
Investor Warrants \| Subsequent Event
Class of Warrant or Right [Line Items]
Redemption price (in dollars per share)		$ 0.00033712
Exercise price (in dollars per share)							$ 16.86
Warrants exercised (in shares)		1,491					3,367,647
Proceeds from exercises of investor warrants	$ 36,484						$ 56,779
Investor Warrants \| Selling, General and Administrative Expenses
Class of Warrant or Right [Line Items]
Warrant solicitation fee expense				$ 844	$ 844
Investor Warrants \| Selling, General and Administrative Expenses \| Subsequent Event
Class of Warrant or Right [Line Items]
Warrant solicitation fee expense			$ 1,105
Investor Warrants \| Common Stock \| Subsequent Event
Class of Warrant or Right [Line Items]
Number of securities called by warrants or rights (in shares)		0.5
Number of consecutive trading days prior to notice of redemption		20 days
Investor Warrants \| Common Stock \| Minimum \| Subsequent Event
Class of Warrant or Right [Line Items]
Share price (in dollars per share)		$ 25.28
Investor Warrants, Placement Agents, $8.43
Class of Warrant or Right [Line Items]
Exercise price (in dollars per share)				$ 8.43	$ 8.43
Warrants exercised (in shares)					242,214
Investor Warrants, Placement Agents, $8.43 \| Common Stock
Class of Warrant or Right [Line Items]
Number of securities called by warrants or rights (in shares)				214,325	214,325
Investor Warrants, Placement Agents, $16.86
Class of Warrant or Right [Line Items]
Exercise price (in dollars per share)				$ 16.86	$ 16.86
Warrants exercised (in shares)					163,006
Investor Warrants, Placement Agents, $16.86 \| Common Stock
Class of Warrant or Right [Line Items]
Number of securities called by warrants or rights (in shares)				126,937	126,937

CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY - Outstanding Warrants (Details)	Jun. 30, 2021 $ / shares shares
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares) \| shares	2,129,441
Exercise price (in dollars per share) \| $ / shares	$ 16.45
Investor Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares) \| shares	2,017,594
Exercise price (in dollars per share) \| $ / shares	$ 16.86
Investor Warrants, Placement Agents, $8.43
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares) \| shares	102,502
Exercise price (in dollars per share) \| $ / shares	$ 8.43
Investor Warrants, Placement Agents, $16.86
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares) \| shares	9,345
Exercise price (in dollars per share) \| $ / shares	$ 16.86

STOCK-BASED COMPENSATION - Narrative (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2021 USD ($) plan shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of equity plans maintained \| plan	3
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration period	10 years
Cost not yet recognized, amount \| $	$ 9,236
Cost not yet recognized, period for recognition	2 years 1 month 9 days
Nonvested award subject to market based vesting conditions (in shares) \| shares	296,630
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cost not yet recognized, amount \| $	$ 1,250
Cost not yet recognized, period for recognition	2 years 2 months 4 days
2020 Employee, Director, and Consultant Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for grant (in shares) \| shares	2,140,960

STOCK-BASED COMPENSATION - RSU Activity (Details) - Restricted stock units	6 Months Ended
	Jun. 30, 2021 $ / shares shares
Number of RSUs
Balance, beginning (in shares) \| shares	1,857,444
Granted (in shares) \| shares	49,174
Vested (in shares) \| shares	(365,747)
Balance, ending (in shares) \| shares	1,540,871
Weighted average grant date fair value
Balance, beginning (in dollars per shares) \| $ / shares	$ 6.55
Granted (in dollars per share) \| $ / shares	61.85
Vested (in dollars per share) \| $ / shares	5.94
Balance, ending (in dollars shares) \| $ / shares	$ 8.46

STOCK-BASED COMPENSATION - Stock Option Activity (Details)	6 Months Ended	12 Months Ended
	Jun. 30, 2021 $ / shares shares	Dec. 31, 2020 $ / shares shares
Number
Balance, outstanding, beginning (in shares) \| shares	922,796
Granted (in shares) \| shares	10,641
Exercised (in shares) \| shares	(101,947)
Forfeited (in shares) \| shares	(7,950)
Balance, outstanding, ending (in shares) \| shares	823,540	922,796
Exercisable (in shares) \| shares	473,695
Unvested (in shares) \| shares	349,845
Vested and expected to vest (in shares) \| shares	823,540
Weighted average exercise price
Balance, outstanding, beginning (in dollars per share)	$ 8.81
Granted (in dollars per share)	59.03
Exercised (in dollars per share)	8.43
Forfeited (in dollars per share)	9.64
Balance, outstanding, ending (in dollars per share)	9.50	$ 8.81
Exercisable (in dollars per share)	8.43
Unvested (in dollars per share)	10.94
Vested and expected to vest (in dollars per share)	9.50
Weighted average grant date fair value
Balance, outstanding, beginning (in dollars per share)	1.78
Granted (in dollars per share)	25.58
Exercised (in dollars per share)	0.73
Forfeited (in dollars per share)	4.77
Balance, outstanding, ending (in dollars per share)	2.19	$ 1.78
Exercisable (in dollars per share)	0.75
Unvested (in dollars per share)	4.18
Vested and expected to vest (in dollars per share)	$ 2.19
Weighted average remaining contractual term (years)
Outstanding, term	7 years 8 months 1 day	8 years 29 days
Exercisable, term	7 years 29 days
Unvested, term	2 years 2 months 4 days
Vested and expected to vest, term	7 years 8 months 1 day

STOCK-BASED COMPENSATION - Assumptions (Details) - Stock options	6 Months Ended
	Jun. 30, 2021 $ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Estimated weighted-average fair value per stock option (in dollars per share)	$ 59.03
Volatility	45.00%
Risk-free rate	0.85%
Dividend yield	0.00%
Expected term in years	6 years

COMMITMENTS AND CONTINGENCIES, AND RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Related Party Transaction [Line Items]
Operating lease, expense			$ 2,071	$ 1,751
Investor
Related Party Transaction [Line Items]
Operating lease, expense	$ 319	$ 320	$ 639	$ 639

SUBSEQUENT EVENTS (Details)	1 Months Ended
SUBSEQUENT EVENTS (Details)	Aug. 13, 2021 businessAcquired
Subsequent Event
Subsequent Event [Line Items]
Number of businesses acquired	2