0001628280-22-004557 | 10-K | XBRL Viewer | Hydrofarm Holdings Group INC

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CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 26,607	$ 75,178
Restricted cash	1,777	1,777
Accounts receivable, net	41,484	21,626
Inventories	189,134	88,618
Notes receivable	622	3,151
Prepaid expenses and other current assets	9,760	9,567
Total current assets	269,384	199,917
Property, plant and equipment, net	50,473	3,988
Operating lease right-of-use assets	45,245	18,289
Goodwill	204,868	0
Intangible assets, net	314,819	52,421
Other assets	6,453	1,180
Total assets	891,242	275,795
Current liabilities:
Accounts payable	44,958	22,638
Accrued expenses and other current liabilities	33,996	21,615
Current portion of lease liabilities	7,198	3,701
Current portion of long-term debt	2,263	746
Total current liabilities	88,415	48,700
Long-term lease liabilities	38,595	15,320
Long-term debt	119,517	290
Long-term deferred tax liabilities	5,631	0
Other long-term liabilities	3,904	567
Total liabilities	256,062	64,877
Commitments and contingencies (Note 14)
Stockholders’ equity
Common stock ($0.0001 par value; 300,000,000 shares authorized; 44,618,357 and 33,499,953 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively)	4	3
Additional paid-in capital	777,074	364,248
Accumulated other comprehensive (loss) income	(1,382)	599
Accumulated deficit	(140,516)	(153,932)
Total stockholders’ equity	635,180	210,918
Total liabilities and stockholders’ equity	$ 891,242	$ 275,795

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
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)	44,618,357	33,499,953
Common stock, shares outstanding (in shares)	44,618,357	33,499,953

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Statement [Abstract]
Net sales	$ 479,420	$ 342,205	$ 235,111
Cost of goods sold	377,934	278,572	208,025
Gross profit	101,486	63,633	27,086
Operating expenses:
Selling, general and administrative	103,888	58,492	43,784
Impairment, restructuring and other	297	860	10,035
(Loss) income from operations	(2,699)	4,281	(26,733)
Interest expense	(2,138)	(10,141)	(13,467)
Loss on debt extinguishment	(680)	(907)	(679)
Other (expense) income, net	(204)	70	105
Loss before tax	(5,721)	(6,697)	(40,774)
Income tax benefit (expense)	19,137	(576)	691
Net income (loss)	13,416	(7,273)	(40,083)
Cumulative dividends allocated to Series A Convertible Preferred Stock	0	(2,597)	0
Net income (loss) attributable to common stockholders	13,416	(9,870)	(40,083)
Net income (loss) attributable to common stockholders	$ 13,416	$ (9,870)	$ (40,083)
Net income (loss) per share attributable to common stockholders:
Basic (in dollars per share)	$ 0.34	$ (0.46)	$ (1.94)
Diluted (in dollars per share)	$ 0.31	$ (0.46)	$ (1.94)
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders:
Basic (in shares)	39,991,809	21,298,849	20,688,439
Diluted (in shares)	42,989,195	21,298,849	20,688,439

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 13,416	$ (7,273)	$ (40,083)
Other comprehensive (loss) income:
Foreign currency translation gain (loss)	(1,981)	743	1,709
Total comprehensive income (loss)	$ 11,435	$ (6,530)	$ (38,374)

- 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

CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY - 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, 2018						0
Beginning balance at Dec. 31, 2018						$ 0
Beginning balance (in shares) at Dec. 31, 2018		20,688,439
Beginning balance at Dec. 31, 2018	$ 47,544	$ 2	$ 155,971	$ (1,853)	$ (106,576)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Proceeds from issuance of Series A Convertible Preferred Stock, net of issuance costs (in shares)						4,825,346
Proceeds from issuance of Series A Convertible Preferred Stock, net of issuance costs						$ 15,615
Issuance of Series A Convertible Preferred Stock upon conversion of debt (in shares)						2,182,083
Issuance of Series A Convertible Preferred Stock upon conversion of debt						$ 7,637
Receivable exchanged for issuance of Series A Convertible Preferred Stock						$ (1,450)
Stock-based compensation expense	208		208
Series A Convertible Preferred Stock cumulative dividend	0
Net income (loss)	(40,083)				(40,083)
Foreign currency translation gain (loss)	1,709			1,709
Ending balance (in shares) at Dec. 31, 2019						7,007,429
Ending balance at Dec. 31, 2019						$ 21,802
Ending balance (in shares) at Dec. 31, 2019		20,688,439
Ending 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 (in shares)						717,616
Proceeds from issuance of Series A Convertible Preferred Stock, net of issuance costs						$ 2,342
Collection of receivable for issuance of Series A Convertible Preferred Stock						1,450
Issuance of common stock in connection with offering, net of offering costs (in shares)		9,966,667
Issuance of common stock in connection with offering, net of offering costs	182,271	$ 1	182,270
Stock-based compensation expense	8,895		8,895
Series A Convertible Preferred Stock cumulative dividend	(2,597)					$ 2,597
Series A Convertible Preferred Stock cumulative dividend	(2,597)		(2,597)
Conversion of Series A Convertible Preferred Stock to common stock (in shares)						(7,725,045)
Conversion of Series A Convertible Preferred Stock to common stock						$ (25,594)
Conversion of Series A Convertible Preferred Stock to common stock (in shares)		2,291,469
Conversion of Series A Convertible Preferred Stock to common stock	25,594		25,594
Payment of Series A Convertible Preferred Stock cumulative dividend						$ (2,597)
Issuance of common stock for vesting of restricted stock units (in shares)		793,080
Shares withheld for payroll taxes related to vesting of restricted stock units (in shares)		(239,702)
Shares repurchased for withholding tax on restricted stock units	(6,089)		(6,089)
Other	(4)		(4)
Net income (loss)	(7,273)				(7,273)
Foreign currency translation gain (loss)	$ 743			743
Ending balance (in shares) at Dec. 31, 2020						0
Ending balance at Dec. 31, 2020						$ 0
Ending balance (in shares) at Dec. 31, 2020	33,499,953	33,499,953
Ending 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)	186,633	186,633
Common stock issued upon exercise of options	$ 1,595		1,595
Issuance of common stock for vesting of restricted stock units (in shares)		851,741
Issuance of common stock under cashless warrant exercise (in shares)		418,633
Issuance of common stock under investor warrant exercise (in shares)		3,367,647
Issuance of common stock under investor warrant exercise	56,778		56,778
Issuance of common stock in connection with offering, net of offering costs (in shares)		5,526,861
Issuance of common stock in connection with offering, net of offering costs	309,782	$ 1	309,781
Issuance of common stock in connection with business combinations (in shares)		1,035,756
Issuance of common stock in connection with business combinations	53,611		53,611
Stock-based compensation expense	5,006		5,006
Series A Convertible Preferred Stock cumulative dividend	0
Shares withheld for payroll taxes related to vesting of restricted stock units (in shares)		(268,867)
Shares repurchased for withholding tax on restricted stock units	(13,945)		(13,945)
Net income (loss)	13,416				13,416
Foreign currency translation gain (loss)	$ (1,981)			(1,981)
Ending balance (in shares) at Dec. 31, 2021	0
Ending balance (in shares) at Dec. 31, 2021	44,618,357	44,618,357
Ending balance at Dec. 31, 2021	$ 635,180	$ 4	$ 777,074	$ (1,382)	$ (140,516)

CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Issuance of common stock in connection with offering, net of offering cost	$ 17,063
Convertible Preferred Stock
Issuance costs	$ 169	$ 1,274

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Operating Activities
Net income (loss)	$ 13,416	$ (7,273)	$ (40,083)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation, depletion and amortization	14,934	6,779	6,995
Stock-based compensation expense	5,006	8,895	208
Non-cash operating lease expense	5,660	3,469	3,650
Impairment charges	0	0	5,390
Interest expense capitalized to principal of long-term debt	0	20	9,644
Change in fair value of contingent consideration	(2,610)	0	0
Payment of interest capitalized to principal of long-term debt	0	(13,901)	(2,360)
Deferred income tax (benefit) expense	(20,996)	52	(718)
Other	2,455	955	3,391
Changes in assets and liabilities:
Accounts receivable	(1,926)	(6,329)	(620)
Inventories	(46,849)	(36,859)	2,725
Prepaid expenses and other current assets	2,761	(7,733)	(9)
Other assets	(1,781)	24	494
Accounts payable	(7,223)	4,795	(1,199)
Accrued expenses and other current liabilities	(3,238)	5,900	2,364
Lease liabilities	(4,676)	(3,126)	(3,297)
Other long-term liabilities	0	(493)	123
Net cash used in operating activities	(45,067)	(44,825)	(13,302)
Investing activities
Business combinations, net of cash and cash equivalents	(462,172)	0	0
Purchases of property and equipment	(5,402)	(1,447)	(768)
Issuance of notes receivable	0	0	(3,050)
Proceeds from notes receivable	0	2,000	0
Other	(610)	(7)	0
Net cash (used in) provided by investing activities	(468,184)	546	(3,818)
Financing activities
Proceeds from issuance of common stock upon follow-on public offering, net of offering costs	309,782	0	0
Proceeds from issuance of term loan, net of discount and issuance costs	119,879	0	0
Borrowings under revolving credit facilities	142,628	305,965	256,862
Repayments of PPP loan, long-term debt and revolving credit facilities	(143,003)	(404,021)	(256,785)
Proceeds from exercises of investor warrants	56,778	0	0
Payment of withholding tax related to restricted stock units	(20,025)	0	0
Proceeds from issuance of common stock upon initial public offering, net of offering costs	0	182,419	0
Proceeds from issuance of Series A Convertible Preferred Stock, net of issuance costs	0	3,792	14,165
Payments of Series A Preferred stock cumulative dividend upon initial public offering	0	(2,597)	0
Borrowings from PPP Loan	0	3,274	0
Other	(1,332)	(687)	5,658
Net cash provided by financing activities	464,707	88,145	19,900
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(27)	232	2,154
Net (decrease) increase in cash, cash equivalents and restricted cash	(48,571)	44,098	4,934
Cash, cash equivalents and restricted cash at beginning of year	76,955	32,857	27,923
Cash, cash equivalents and restricted cash at end of year	28,384	76,955	32,857
Non-cash investing and financing activities
Issuance of common stock as consideration in connection with business combinations	53,611	0	0
Increase in accrued expenses and other current liabilities for contingent consideration	19,644	0	0
Right-of-use assets acquired under operating lease obligation	22,873	3,166	0
Conversion of Series A Convertible Preferred Stock to common stock	0	25,594	0
Shares repurchased for withholding tax on restricted stock units	9	6,089	0
Issuance of Series A Convertible Preferred Stock upon conversion of debt and accrued interest	0	0	7,637
Receivable related to issuance of Series A Convertible Preferred Stock	0	0	1,450
Supplemental information
Cash paid for interest	1,621	23,142	5,492
Cash paid for income taxes	$ 1,963	$ 94	$ 63

DESCRIPTION OF THE BUSINESS	12 Months Ended
DESCRIPTION OF THE BUSINESS	Dec. 31, 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 independent manufacturer and distributor of CEA 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. Reverse stock split In November 2020, the board of directors (the “Board”) of the Company approved a 1-for-3.3712 reverse stock split of the Company’s outstanding common stock, which was effected on November 24, 2020. All common stock and per share information has been retroactively adjusted to give effect to this reverse stock split for all periods presented. Shares of common stock underlying outstanding stock options and other equity instruments were proportionately decreased and the respective per share value and exercise prices, if applicable, were proportionately increased in accordance with the terms of the agreements governing such securities. There were no changes in the authorized shares or par values of the Company’s common stock and preferred stock as a result of the reverse stock split. 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 their 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 $182,271 from the IPO after deducting underwriting discounts and commissions and offering expenses, of which $148 of offering expenses were paid in 2021. 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 their 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 $309,782 from the follow-on offering after deducting underwriting discounts and commissions and offering expenses.

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of consolidation and presentation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of the Company and its wholly owned subsidiaries and any entities in which it maintains a controlling financial interest. All intercompany balances and transactions have been eliminated in consolidation.

Use of estimates

circumstances. Actual results may differ from these estimates. On an ongoing basis, management 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 as selling, general and administrative expenses in the periods in which the costs are incurred and services are received.

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 selling, general and administrative expenses 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 acquiree (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 net assets acquired, 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 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 consolidated financial statements and footnotes with entity-wide disclosures presented below.

Entity-wide information

Sales to external customers and property, plant and equipment, net and operating lease right-of-use assets in the United States and Canada, determined by the location of the subsidiaries, were as follows:


	Years ended December 31,
	2021		2020		2019
United States	$	399,749	$	287,884	$	194,618
Canada	87,281		58,079		44,515
Intersegment eliminations	(7,610)		(3,758)		(4,022)
Total consolidated net sales	$	479,420	$	342,205	$	235,111


	December 31,
	2021		2020
United States	$	85,167	$	19,025
Canada	10,551		3,252
Total property, plant and equipment, net and operating lease right-of-use assets	$	95,718	$	22,277

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.

Concentrations of business and credit risk

Accounts receivable, which are unsecured except those that are backed by personal guarantees, expose the Company to credit risks such as collectability and business risks such as customer concentrations. Exposure to losses on receivables is principally dependent on each customer’s financial condition. Credit risk is mitigated by investigating the credit worthiness of most customers prior to establishing relationships with them and performing periodic review of the credit activities of those customers. Receivables arising from sales are not collateralized; however, credit risk is somewhat mitigated as a result of the large diverse customer base. No customer accounted for more than 10% of revenues in 2021, 2020, and 2019. No customer accounted for more than 10% of accounts receivable in 2021. One customer accounted for 11% of accounts receivable as of December 31, 2020 and another customer accounted for 11% of accounts receivable as of December 31, 2019. One supplier accounted for 10% of purchases in 2021 and another supplier accounted for 10% of purchases in 2019. No supplier accounted for more than 10% of purchases in 2020.

Fair value measurements

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 Company measures certain non-financial assets and liabilities, including long-lived assets, intangible assets and goodwill, at fair value on a nonrecurring basis. 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).

Foreign currency matters

The Company reports its financial results in United States dollars, which is the currency of the primary economic environment in which it operates. The functional currency for each of the Company’s foreign subsidiaries is generally its local currency. Monetary assets and liabilities, and transactions denominated in currencies other than the functional currency are remeasured to the functional currency at the exchange rate in effect at the end of each period. Foreign currency transaction gains and losses are included in the determination of net income (loss) and classified as other (expense) income, net in the consolidated statements of operations. Assets and liabilities of foreign subsidiaries are translated at the exchange rates in effect at the end of each period. Revenues, expenses, gains and losses are translated at the average rates of exchange prevailing during the period. Accumulated deficit and other equity accounts are translated at historical rates. Translation gains and losses are included in accumulated other comprehensive (loss) income within stockholders’ equity.

The effect of currency translation adjustments on cash, cash equivalents and restricted cash is presented separately in the consolidated statements of cash flows.

Cash, cash equivalents and restricted cash

Cash includes funds deposited in banks. Cash equivalents include highly liquid investments such as term deposits and money market instruments with original maturities of three months or less. As of December 31, 2021, and 2020, amounts included in restricted cash represent those funds required to be set aside as security for letters of credits, and other various contractual arrangements. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets to the consolidated statements of cash flows:


	December 31,
	2021		2020
Cash and cash equivalents	$	26,607	$	75,178
Restricted cash	1,777		1,777
Cash and cash equivalents, and restricted cash	$	28,384	$	76,955

As of December 31, 2019, cash and cash equivalents and restricted cash were $22,866 and $9,991, respectively, for total cash, cash equivalents, and restricted cash as of $32,857.

Accounts receivable, net

Accounts receivable, net represents amounts due from customers less the allowance for doubtful accounts.

Allowance for doubtful accounts reflects the Company’s estimate of amounts in its existing accounts receivable that may not be collected due to customer claims or customer inability or unwillingness to pay. The allowance is determined based on a combination of factors, including, but not limited to the age of the account, the credit worthiness of the customer, payment terms, the customer’s historical payment history and general economic conditions. Management reviews these factors quarterly to determine if any adjustments are needed to the allowance for doubtful accounts.

Inventories

Inventories consist of manufactured goods, goods acquired for resale, and materials consumed in business operations. Inventories are stated at the lower of cost or net realizable value, principally determined by the first in, first out method of accounting. The Company maintains an allowance for excess and obsolete inventory. The estimate for excess and obsolete inventory is based upon assumptions about future demand and market conditions. Management reviews these assumptions periodically to determine if any adjustments are needed to the allowance for excess and obsolete inventory. The establishment of an allowance for excess and obsolete inventory establishes a new cost basis in the inventory. Such allowance is not reduced until the product is sold. If inventory is sold, any related reserves would be reversed in the period of sale.

Leases

Leases are accounted for under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 842, Leases. At inception of a contract, the Company determines whether that contract is or contains a lease. A contract is or contains a lease if the contract conveys the right to control the use of identified property, plant, or equipment (an identified asset) for a period of time in exchange for consideration. Leases are then classified as either finance or operating, with classification affecting the pattern of expense recognition in the consolidated statements of operations.

Right-of-use assets ("ROU") represent the right to use an underlying asset for the lease term while lease liabilities represent the obligation to make lease payments arising from a lease, measured on a discount basis. All leases greater than 12 months result in the recognition of a ROU and a lease liability at the lease commencement date based on the present value of the lease payments over the lease term. The present value of the lease payments is calculated using the applicable weighted-average discount rate. The weighted-average discount rate is based on the discount rate implicit in the lease, or if the implicit rate is not readily determinable from the lease, the applicable incremental borrowing rate is estimated. The incremental borrowing rate is estimated using the currency denomination of the lease, the contractual lease term and the Company’s applicable borrowing rate. To determine the incremental borrowing rate, reference is made to interest rates that would be available to finance assets similar to the assets under lease in their related geographical location.

The Company accounts for lease components separately from non-lease components, other than for office equipment. The Company has certain leases that include one or more options to renew with renewal terms that can extend the lease term. The exercise of the lease renewal options is at the Company’s discretion. A lease renewal option is included in the determination of the ROU asset and lease liability when the option is reasonably certain of being exercised.

Property, plant and equipment

Property, plant and equipment ("PP&E") is recorded at cost less accumulated depreciation, depletion and amortization. PP&E assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable.

Property, plant and equipment excluding leasehold improvements and peat bogs and related development are depreciated using the straight-line method. Leasehold improvements are amortized using the straight-line method. The following table summarizes the estimated useful lives as follows:


Buildings and improvements			10 - 40 years
Machinery and equipment			5 - 15 years
Leasehold improvements			Lesser of useful life or term of the lease
Computer equipment			3 - 4 years
Furniture and fixtures			5 years

Peat bogs and related development costs are depleted using the units of production method over the total expected volume of the peat bogs.

Intangible assets and goodwill

Definite-lived intangible assets are amortized using the straight-line method over their estimated useful lives. Certain trademarks and trade names are considered to have indefinite useful lives. Intangible assets with finite lives are reviewed for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable.

The following are the estimated useful lives for the major classes of definite-lived intangible assets:


Computer software			5 years
Customer relationships			10 to 20 years
Technology and formulations & recipes			10 to 18 years

Goodwill represents the excess of the acquisition price of an acquired business over the fair value of the identifiable assets acquired and liabilities assumed in a business combination less any subsequent write-downs for impairment. Goodwill is tested for impairment on an annual basis in the fourth quarter and more frequently if indicators of potential impairment exist. Impairment testing is conducted at the reporting unit level, which is generally defined as an operating segment or one level below an operating segment (also known as a component), for which discrete financial information is available and segment management regularly reviews the operating results. The Company has determined that its reporting units for the purpose of goodwill impairment testing are the United States and Canada.

Goodwill impairment reviews include performing either an initial qualitative or quantitative evaluation for each of the reporting units. Several methods may be used to estimate a reporting unit’s fair value, including market quotations, asset and liability fair values and other valuation techniques. If the carrying amount of a reporting unit, including goodwill, exceeds the estimated fair value, then the excess is charged to earnings as an impairment loss. Intangible assets with indefinite lives are also tested for impairment at least annually and when events or changes in circumstances indicate that, more-likely-than-not, the asset is impaired. Significant judgment is required in estimating fair values and performing goodwill and indefinite-lived intangible asset impairment tests.

Warrants issued in connection with financings

The Company generally accounts for warrants issued in connection with debt and equity financings as a component of equity unless the warrants include a conditional obligation to issue a variable number of shares among other conditions or it is possible that the Company may need to settle the warrants in cash.

Revenue recognition

ASC 606, Revenue from Contracts with Customers, 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.

Revenue is recognized as control of promised goods is transferred to customers which generally occurs upon receipt at customers’ locations determined by the specific terms of the contract. Arrangements generally have a single performance obligation and revenue is reported net of variable consideration which includes applicable volume rebates, cash discounts and sales returns and allowances. Variable consideration is estimated and recorded at the time of sale; these allowances and accruals are not material to the financial statements.

The amount billed to customers for shipping and handling costs included in net sales was $8,050, $4,314, and $2,790 in 2021, 2020, and 2019, 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. The Company does not receive noncash consideration for the sale of goods. Contract consideration received from a customer prior to revenue recognition is recorded as a contract liability and is recognized as revenue when the Company satisfies the related performance obligation under the terms of the contract. The Company's contract liabilities, which consist primarily of customer deposits are reported within accounts payable in the consolidated balance sheets, totaled $18,273 and $1,079 as of December 31, 2021 and 2020, respectively. 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.

Deferred offering costs

The Company capitalizes certain legal, accounting and other third-party fees that are directly related to an equity financing that is probable of successful completion until such financing is consummated. After consummation of an equity financing, these costs are recorded as a reduction of the proceeds received as a result of the financing. Should a planned equity financing be abandoned, terminated or significantly delayed, the deferred offering costs are immediately written off to operating expenses in the consolidated statements of operations in the period of determination.

Stock-based compensation

The Company accounts for stock-based compensation expense in accordance with the fair value recognition and measurement provisions of U.S. GAAP, which requires compensation cost for the grant-date fair value of stock-based awards to be recognized over the requisite service period. The Company accounts for forfeiture when they occur and any compensation expense previously recognized on unvested shares will be reversed when forfeited.

Service-based awards

The Company records stock-based compensation expense for restricted stock units (“RSUs”) and service-based stock options on a straight-line basis over the requisite service period.

The fair value of grants of restricted stock is based on the fair value of the common stock underlying the award. The fair value of the underlying common stock for RSUs prior to the Company’s IPO in December 2020 was determined by considering a number of objective, subjective and highly complex factors including independent third-party valuations of the Company’s common stock, operating and financial performance, the lack of liquidity of capital stock and general and industry specific economic outlook among other factors. For 2021, the fair value of the underlying common stock for RSUs is the closing date price of the Company's common stock at the grant-date.

The fair value of option-based awards is estimated using the Black-Scholes valuation model. The Black-Scholes model requires the use of highly subjective and complex assumptions. For inputs into the Black-Scholes model, the expected stock price volatility for the common stock is estimated by taking the average historic price volatility of the Company's common stock or industry peers equivalent. Industry peers consist of several public companies in the Company’s industry which are of similar size, complexity and stage of development. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury implied yield at the date of grant. The Company has elected to use the “simplified method” to determine the expected term which is the midpoint between the vesting date and the end of the contractual term because it has insufficient history upon which to base an assumption about the term. The expected dividend yield is 0.0% as the Company has not paid and does not anticipate paying dividends on its common stock.

Performance-based awards

The Company has granted RSU awards that vest upon the satisfaction of both service-based and performance-based conditions. The service-based condition for these awards generally is satisfied over four years. The performance-based conditions generally are satisfied upon achieving specified performance targets, such as the occurrence of a qualifying event, defined as the earlier of (i) the closing of certain specific liquidation or change in control transactions, or (ii) an IPO. The Company records stock-based compensation expense for performance-based equity awards on a straight-line basis over the requisite service period and only if performance-based conditions are considered probable to be satisfied. The cumulative portion of the service-based award that would have vested prior to the performance condition becoming probable is recognized once both conditions are satisfied.

Market-based awards

The Company has granted RSUs that vest only upon the satisfaction of both performance-based and market-based conditions. The performance-based conditions are satisfied upon achieving specified performance targets, such as the occurrence of a qualifying event, as described above for performance-based awards. The market-based condition is satisfied upon the Company’s achievement of a qualifying traded share price within the specified time frame. The Company records stock-based compensation expense once the performance condition is satisfied regardless of whether the market condition is eventually met. For one award granted in 2020, the market condition was factored into its fair value.

To estimate the fair value of the award granted in 2020 with the market-based condition, the “Monte Carlo Simulation Method” ("MCSM") was used which assesses the likelihood of vesting of the RSU grants based on the probability of both a triggering event and qualifying traded share price within the specified time frame. The resulting risk-adjusted probability was then applied to the underlying fair value of common stock incorporating scenarios under which various performance conditions and share price outcomes were modeled over the course of numerous iterations. Key assumptions in the MSCM included volatility, time horizon corresponding to the vesting measurement period of the award forecasted based on daily trading prices, risk free rate, and number of simulation trials.

Income taxes

The asset and liability method of accounting for income taxes is followed whereby deferred income tax assets are recognized for deductible temporary differences and operating loss carryforwards, and deferred income tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the amounts of assets and liabilities recorded for income tax and financial reporting purposes.

Deferred income tax assets are recognized only to the extent that management determines that it is more-likely-than-not that the deferred income tax assets will be realized. Deferred income tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The income tax expense or benefit is the income tax payable or recoverable for the year plus or minus the change in deferred income tax assets and liabilities during the year.

The Company will establish a liability for tax return positions when there is uncertainty as to whether the position will ultimately be sustained. Amounts for uncertain tax positions will be adjusted when new information becomes available or when positions are effectively settled. The Company will recognize interest expense and penalties related to these unrecognized tax benefits within income tax expense. U.S. GAAP provides that a tax benefit from an uncertain tax position may be recognized when it is more-likely-than-not that the position will be sustained upon examination, including resolutions of any related

appeals or litigation processes, based on the technical merits of the position. The amount recognized is measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the related tax authority.

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 adopted the standard effective January 1, 2021 with no impact on the 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 consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Topic 350): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract,” which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The Company early adopted the standard effective October 1, 2021 with no impact on the consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326). The ASU introduces a new credit loss methodology, Current Expected Credit Losses (CECL), which requires earlier recognition of credit losses, while also providing additional transparency about credit risk. Since its original issuance in 2016, the FASB has issued several updates to the original ASU. The Company recognizes an allowance for credit losses for financial assets carried at amortized cost to present the net amount expected to be collected as of the balance sheet date. Such allowance is based on the credit losses expected to arise over the life of the asset (contractual term) which includes consideration of prepayments and based on our expectation as of the balance sheet date. The Company adopted the standard effective October 1, 2021 with no impact on the consolidated financial statements.

BUSINESS COMBINATIONS

12 Months Ended

Dec. 31, 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 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 preliminary acquisition fair value of the consideration transferred for Heavy 16 was $77,367, consisting of $60,287 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 consolidated balance sheets. The contingent 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 consolidated statements of operations. As of December 31, 2021, contingent consideration of $200 was calculated utilizing actual net sales for the full year ended December 31, 2021 and was included in accrued expenses and other current liabilities in the consolidated balance sheets. The contingent consideration is expected to be paid in April 2022.

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


Components of Purchase Price:	Amount
Cash	$	60,287
Common stock	16,736
Contingent consideration	344
Total purchase price	$	77,367

Acquisition-related costs	$	2,885

Allocation of Purchase Price:
Identifiable assets (liabilities)
Accounts receivable	$	510
Inventories	1,451
Prepaid expenses and other current assets	34
Property and equipment	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 tangible assets	1,763
Identifiable intangible assets
Other intangible assets	200
Customer relationships	5,100
Trademarks and trade names	18,500
Technology and formulations & recipes	33,600
Total identifiable intangible assets	57,400
Goodwill	18,204
Total purchase price allocation	$	77,367

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 U.S. tax purposes.

The customer relationships and technology and formulations & recipes were assigned estimated useful lives of 18 years. The trademarks and trade names are considered to have indefinite useful lives.

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 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 preliminary acquisition date fair value of the consideration transferred for the H&G Entities was $133,483 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	$	133,483
Total purchase price	$	133,483

Acquisition-related costs	$	4,908

Allocation of Purchase Price:
Identifiable assets (liabilities)
Accounts receivable	$	3,308
Inventories	6,559
Prepaid expenses and other current assets	493
Property and equipment	358
Operating lease right-of-use assets	1,921
Other assets	213
Accounts payable	(1,320)
Accrued expenses and other current liabilities	(519)
Current portion of lease liabilities	(447)
Long-term deferred tax liabilities	(25,589)
Long-term lease liabilities	(1,501)
Net tangible assets	(16,524)
Identifiable intangible assets
Other intangible assets	200
Customer relationships	12,500
Trademarks and trade names	31,400
Technology and formulations & recipes	56,200
Total identifiable intangible assets	100,300
Goodwill	49,707
Total purchase price allocation	$	133,483

Goodwill arose on the acquisition of the H&G Entities 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 not deductible for U.S. tax purposes.

The customer relationships and technology and formulations & recipes were assigned estimated useful lives of 18 years. The trademarks and trade names are considered to have indefinite useful lives. As part of the share acquisition of the H&G Entities, the Company allocated a significant value of the acquisition to identified intangible assets that are not deductible for U.S. tax purposes. Therefore, a deferred tax liability arose providing an additional source of taxable income to support the realization of pre-existing deferred tax assets.

Aurora Acquisition

On July 1, 2021, the Company acquired 100% of the issued and outstanding membership interests of Gotham Properties LLC (“Gotham Properties”), Aurora Innovations LLC (“Aurora Innovations”), Aurora International LLC (“Aurora International” and, together with Gotham Properties and Aurora Innovations, “Aurora”), a manufacturer of plant fertility product lines. As a result of the acquisition, the Company is further broadening its proprietary branded offering into the plant nutrients and grow media category complementing other product offerings. The preliminary acquisition fair value of the consideration transferred for Aurora was $178,871, consisting of $134,961 in cash, $25,824 of the Company's common stock, $19,300 contingent consideration, less $999 escrow receivable, $215 forgiveness of accounts payable. 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 forgiveness of accounts payable represents an effective settlement of a preexisting relationship between the parties. The financial results of Aurora are included in the U.S. operating segment since the acquisition date.

Pursuant to the purchase agreement, the Company may pay a maximum contingent consideration equal to $70,997. To the extent 2021 EBITDA of Aurora exceeded $15,556, the excess was multiplied by eleven to determine contingent consideration. As a result, the Company recorded a liability for contingent consideration at its estimated fair value of $19,300 as of the acquisition date in the consolidated balance sheets. The contingent consideration was estimated using the discounted cash flow method, which estimated the incremental EBITDA based on the Company's forecasted 2021 EBITDA of Aurora as of the acquisition date, discounted to a present value as of the acquisition date using a discount rate of 15%. That measure was based on significant inputs that were not observable in the market, which ASC 820 - Fair Value Measurements refers to as a Level 3 input.

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 consolidated statements of operations. As of December 31, 2021, contingent consideration of $16,834 was calculated utilizing actual 2021 EBITDA for the full year ended December 31, 2021 and was included in accrued expenses and other current liabilities in the consolidated balance sheets. The contingent consideration and is expected to be paid in April 2022.

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


Components of Purchase Price:	Amount
Cash	$	134,961
Common stock	25,824
Contingent consideration	19,300
Forgiveness of accounts payable	(215)
Escrow receivable	(999)
Total purchase price	$	178,871

Acquisition-related costs	$	6,698

Allocation of Purchase Price:
Identifiable assets (liabilities)
Accounts receivable	$	6,967
Inventories	11,086
Prepaid expenses and other current assets	1,086
Property, plant and equipment	37,991
Accounts payable	(4,360)
Accrued expenses and other current liabilities	(804)
Other long-term liabilities	(3,852)
Net tangible assets	$	48,114
Identifiable intangible assets
Other intangible assets	824
Customer relationships	6,400
Trademarks and trade names	59,100
Technology and formulations & recipes	18,000
Total identifiable intangible assets	84,324
Goodwill	46,433
Total purchase price allocation	$	178,871

The Company has obtained a preliminary third-party valuation report of tangible and identifiable intangible assets and is in the process of reviewing and evaluating the information. Accordingly, the preliminary purchase price allocation is subject to change. The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date. The amount of goodwill is fully deductible for U.S. tax purposes.

Goodwill arose on the acquisition of Aurora 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 customer relationships and technology and formulations & recipes were assigned estimated useful lives of 16 and 18 years, respectively. The trademarks and trade names are considered to have indefinite useful lives.

Greenstar/Grotek Acquisition

On August 3, 2021, the Company acquired 100% of the issued and outstanding shares of Greenstar Plant Products Inc., (“Greenstar”), a manufacturer of horticultural products and solutions for global, domestic and commercial use. As a result of the acquisition, the Company is further broadening its proprietary branded offering into the plant nutrients and grow media category complementing other product offerings. The preliminary acquisition fair value of the consideration transferred for Greenstar was $83,520, consisting of $85,121 in cash, less $1,601 forgiveness of accounts payable, net, and obligations due under a distribution agreement. The forgiveness of accounts payable, net, and obligations due under a distribution agreement represent an effective settlement of a preexisting relationship between the parties. The financial results of Greenstar are included in the Canada 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 Greenstar:


Components of Purchase Price:	Amount
Cash	$	85,121
Forgiveness of accounts payable, net, and obligations due under a distribution agreement	(1,601)
Total purchase price	$	83,520

Acquisition-related costs	$	3,451

Allocation of Purchase Price:
Identifiable assets (liabilities)
Accounts receivable	$	982
Inventories	8,728
Prepaid expenses and other current assets	447
Property and equipment	1,717
Operating lease right-of-use assets	2,736
Other assets	176
Accounts payable	(777)
Accrued expenses and other current liabilities	(1,421)
Current portion of lease liabilities	(624)
Long-term lease liabilities	(1,836)
Net tangible assets	10,128
Identifiable intangible assets
Other intangible assets	383
Customer relationships	18,100
Trademarks and trade names	9,100
Technology and formulations & recipes	2,800
Total identifiable intangible assets	30,383
Goodwill	43,009
Total purchase price allocation	$	83,520

The Company has obtained a preliminary third-party valuation report of certain tangible and identifiable intangible assets and is in the process of reviewing and evaluating the information. The primary area that remains preliminary relates to the fair value of all identifiable intangible assets acquired. Accordingly, the preliminary purchase price allocation is subject to change. The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date. The amount of goodwill is not deductible for U.S. tax purposes, but it is partially deductible for Canadian tax purposes.

The customer relationships and technology and formulations & recipes were assigned estimated useful lives of 18 years. The trademarks and trade names are considered to have indefinite useful lives.

Innovative Growers Equipment, Inc. Acquisition

On November 1, 2021, the Company acquired 100% of the issued and outstanding shares of Innovative Growers Equipment, Inc., an Illinois corporation (“IGE”), Innovative AG Installation, Inc., an Illinois corporation (“IAG”), Innovative Racking Systems, Inc., an Illinois corporation (“IRS”), and Innovative Shipping Solutions, Inc., an Illinois corporation (“ISS” and, together with IGE, IAG, IRS, and their respective subsidiaries, the “IGE Entities”), a manufacturer of horticulture benches, racking and LED lighting systems which complement the Company’s existing lineup of high performance, proprietary branded products. The preliminary acquisition fair value of the consideration transferred for the IGE Entities was $60,093, consisting of $48,320 in cash, $11,051 of the Company's common stock, and $722 forgiveness of a contract asset. 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 forgiveness of contract asset represents an effective settlement of a preexisting relationship between the parties. The financial results of the IGE 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 IGE Entities:


Component of Purchase Price:	Amount
Cash	$	48,320
Common stock	11,051
Forgiveness of contract asset	722
Total purchase price	$	60,093

Acquisition-related costs	$	1,417

Allocation of Purchase Price:
Identifiable assets (liabilities)
Accounts receivable	$	4,424
Inventories	27,017
Prepaid expenses and other current assets	466
Property and equipment	3,907
Operating lease right-of-use assets	3,998
Accounts payable	(21,912)
Accrued expenses and other current liabilities	(559)
Current portion of lease liabilities	(813)
Current portion of long-term debt	(478)
Long-term lease liabilities	(3,185)
Long-term debt	(1,459)
Net tangible assets	11,406
Goodwill	48,687
Total purchase price allocation	$	60,093

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

Supplemental Disclosure of Financial Results

The following represents the unaudited 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 (in millions):


	Years ended December 31,
	2021		2020
Net sales	$	596	$	492
Net income (loss)	$	79	$	(11)

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 year ended December 31, 2021 were adjusted to exclude the acquisition-related and integration 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 are as follows (in millions):


	Year ended December 31,
	2021
Net sales	$	76
Net income	$	14

The Company is in the process of integrating the operations of these acquisitions into Hydrofarm, LLC and its subsidiaries and their existing functions (e.g., sales, supply chain, marketing, etc.). Accordingly, the net sales and net income of these acquisitions represent an approximation.

GOODWILL AND INTANGIBLE ASSETS, NET

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND INTANGIBLE ASSETS, NET

As of December 31, 2021, the Company completed the acquisitions of Heavy 16, the H&G Entities, Aurora, Greenstar and the IGE Entities (see Note 3 - Business Combinations).

Goodwill

The changes in goodwill are as follows:


	December 31, 2021
Balance at beginning of year	$	—
Acquisition - Heavy 16	18,204
Acquisition - H&G Entities	49,707
Acquisition - Aurora	46,433
Acquisition - Greenstar	43,009
Acquisition - IGE Entities	48,687
Foreign currency translation adjustments, net	(1,172)
Balance at end of year	$	204,868

Intangible Assets, net

Intangible assets, net comprised the following:


	December 31, 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	$	8,814	$	(7,208)	$	1,606	$	7,775	$	(5,640)	$	2,135
Customer relationship (1)	101,222		(16,517)		84,705		59,375		(12,010)		47,365
Technology and formulations & recipes (1)	110,561		(3,630)		106,931		—		—		—
Other (1)	2,428		(1,744)		684		1,156		(1,156)		—
Total finite-lived intangible assets, net	223,025		(29,099)		193,926		68,306		(18,806)		49,500
Indefinite-lived intangible asset:
Trade names (1)	120,773		—		120,773		2,801		—		2,801
Other	120		—		120		120		—		120
Total Intangible assets, net	$	343,918	$	(29,099)	$	314,819	$	71,227	$	(18,806)	$	52,421

(1) Includes the intangible assets acquired from Heavy 16, the H&G Entities and Greenstar. See Note 3 - Business Combinations.

Amortization expense was $10,354, $5,154 and $5,307 for the years ended December 31, 2021, 2020 and 2019, respectively.

For intangible assets subject to amortization, the weighted-average amortization period as of December 31, 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 December 31, 2021 is summarized below:


	Estimated Future Amortization Expense
Year ending December 31,
2022	$	12,871
2023	12,246
2024	12,181
2025	12,069
Thereafter	144,559
Total	$	193,926

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

12 Months Ended

Dec. 31, 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.

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.

Net income (loss) per share attributable to common stockholders

The following table presents information necessary to calculate basic and diluted EPS for the years ended December 31, 2021, 2020 and 2019:


	Years ended December 31,
	2021		2020		2019
Net income (loss)	$	13,416	$	(7,273)	$	(40,083)
Cumulative dividends allocated to Series A Convertible Preferred Stock	—		(2,597)		—
Net income (loss) available for distribution	13,416		(9,870)		(40,083)
Less: Undistributed earnings allocable to participating securities	—		—		—
Basic and diluted net income (loss) attributable to common stockholders	$	13,416	$	(9,870)	$	(40,083)
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	$	13,416	$	(9,870)	$	(40,083)
Weighted-average shares of common stock outstanding for basic net income (loss) per share attributable to common stockholders	39,991,809		21,298,849		20,688,439
Dilutive effect of warrants using the treasury stock method	1,395,393		—		—
Dilutive effect of restricted stock units using the treasury stock method	1,068,984		—		—
Dilutive effect of stock options using the treasury stock method	533,009		—		—
Weighted-average shares of common stock outstanding for diluted net income per share attributable to common stockholders	42,989,195		21,298,849		20,688,439
Basic net income (loss) per share attributable to common stockholders	$	0.34	$	(0.46)	$	(1.94)
Diluted net income (loss) per share attributable to common stockholders	$	0.31	$	(0.46)	$	(1.94)

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:


	Years ended December 31,
	2021	2020	2019
Shares subject to warrants outstanding	17,817	3,886,191	3,886,191
Shares subject to unvested restricted stock units with performance and/or time-based vesting conditions	—	1,857,444	1,820,598
Shares subject to unvested restricted stock units with time-based vesting conditions	71,871	—	—
Shares subject to stock options outstanding	10,641	922,796	819,879
Shares of common stock subject to conversion of 7,725,045 shares Series A Convertible Preferred Stock	—	—	2,078,605

ACCOUNTS RECEIVABLE, NET AND INVENTORIES

12 Months Ended

Dec. 31, 2021

Receivables [Abstract]

ACCOUNTS RECEIVABLE, NET AND INVENTORIES

Accounts receivable, net comprised the following:


	December 31,
	2021		2020
Trade accounts receivable	$	35,511	$	20,252
Allowance for doubtful accounts	(1,156)		(918)
Other receivables	7,129		2,292
Total accounts receivable, net	$	41,484	$	21,626

Inventories comprised the following:


	December 31,
	2021		2020
Finished goods	$	145,298	$	83,213
Work-in-process	5,967		—
Raw materials	41,399		7,837
Allowance for inventory obsolescence	(3,530)		(2,432)
Total inventories	$	189,134	$	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.

LEASES

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

LEASES

The Company leases its distribution centers and certain manufacturing facilities from third parties under various non-cancelable operating lease agreements. Also, the Company leases some equipment under finance leases.

As of December 31, 2021 and 2020, no renewal option periods were included in any estimated minimum lease terms as the options were not deemed reasonably certain to be exercised.

Total ROU assets and lease liabilities were as follows:


		December 31,
	Balance Sheet Classification	2021		2020
Leased assets
Operating ROU assets	Operating lease right-of-use assets	$	45,245	$	18,289

Finance lease assets	Property and equipment, net	$	2,365	$	383

Lease liabilities
Current:
Operating leases	Current portion of lease liabilities	$	7,198	$	3,701
Finance leases	Current portion of long-term debt	739		159
Noncurrent:
Operating leases	Long-term lease liabilities	38,595		15,320
Finance leases	Long-term debt	1,628		223
Total lease liabilities		$	48,160	$	19,403

Total lease income and costs were as follows:


		For the years ended December 31,
	Classification	2021	2020	2019
Operating lease costs	Selling, general and administrative	$6,664	$4,260	$4,580
Finance lease costs:
Amortization of lease assets	Selling, general and administrative	291	257	239
Interest on lease liabilities	Interest expense	33	58	46
Gain on lease termination	Impairment, restructuring, and other	—	—	(160)
Sublease income	Selling, general and administrative	(277)	(57)	(369)

In addition to the operating lease costs above, short-term and month-to-month lease expense was $2,268, $1,406 and $1,276 for the years ended December 31, 2021, 2020, and 2019, respectively, and other costs associated with operating leases were $1,957, $1,464 and $1,496, respectively, for non-lease components such as common area maintenance and other

miscellaneous items. These costs were included within selling, general and administrative expenses in the consolidated statements of operations.

The aggregate future minimum lease payments under long-term non-cancelable operating and finance leases with remaining terms greater than one year as of December 31, 2021 are as follows:


Year ending December 31,	Operating		Finance
2022	$	8,569	$	830
2023	7,924		707
2024	7,182		582
2025	6,442		441
2026	5,031		—
Thereafter	16,300		—
Total rental payments	51,448		2,560
Less portion representing interest	5,655		193
Total principal	45,793		2,367
Less current portion	7,198		739
Long-term portion	$	38,595	$	1,628

The following table summarizes the weighted-average remaining lease term as of December 31, 2021, 2020 and 2019 as well as the weighted-average discount rate on long-term leases for the years ended December 31, 2021, 2020 and 2019:


	2021		2020		2019
Weighted-average remaining lease term in years:
Operating leases	6.8		6.8		7.5
Finance leases	3.5		2.2		2.4

Weighted-average discount rate:
Operating leases	3.32	%	4.26	%	4.50	%
Finance leases	4.62	%	5.61	%	7.17	%

Cash paid for amounts included in lease liabilities in 2021, 2020 and 2019 were:



Cash paid for amounts included in lease liabilities:	2021		2020		2019
Operating cash flows from operating leases	$	(5,675)	$	(3,917)	(4,225)
Operating cash flows from finance leases	(33)		(58)		(43)
Financing cash flows from finance leases	(302)		(674)		(177)

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 $230, and increases periodically to the final year when the monthly rent is $293.

In November 2021, the Company executed a lease for approximately 109,000 square feet of warehouse in Cambridge, Ontario, Canada. The new lease commencing June 1, 2023 has a term of 120 months with two options to renew for an additional five years each at the then prevailing fair market rental value. Rent is abated for the first month. Thereafter, monthly rent starts at approximately $71, and increases periodically to the final year where the monthly rent is $92.

In January 2022, the Company executed a lease for approximately 303,000 square feet of warehouse in Shoemakersville, Pennsylvania to be available upon expiration of the lease for existing space. The new lease commencing March 1, 2022 has a term of 84 months with an option to renew for one additional period of five years at the prevailing market rate. Rent is abated for the first two months. Thereafter, monthly rent is approximately $68, and increases periodically to the final year where the monthly rent is $162.

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


	Operating
Year ending December 31,
2022	$	542
2023	4,624
2024	4,938
2025	5,322
2026	5,723
Thereafter	30,425
Total rental payments	$	51,574

LEASES

As of December 31, 2021 and 2020, no renewal option periods were included in any estimated minimum lease terms as the options were not deemed reasonably certain to be exercised.

Total ROU assets and lease liabilities were as follows:


		December 31,
	Balance Sheet Classification	2021		2020
Leased assets
Operating ROU assets	Operating lease right-of-use assets	$	45,245	$	18,289

Finance lease assets	Property and equipment, net	$	2,365	$	383

Lease liabilities
Current:
Operating leases	Current portion of lease liabilities	$	7,198	$	3,701
Finance leases	Current portion of long-term debt	739		159
Noncurrent:
Operating leases	Long-term lease liabilities	38,595		15,320
Finance leases	Long-term debt	1,628		223
Total lease liabilities		$	48,160	$	19,403

Total lease income and costs were as follows:


		For the years ended December 31,
	Classification	2021	2020	2019
Operating lease costs	Selling, general and administrative	$6,664	$4,260	$4,580
Finance lease costs:
Amortization of lease assets	Selling, general and administrative	291	257	239
Interest on lease liabilities	Interest expense	33	58	46
Gain on lease termination	Impairment, restructuring, and other	—	—	(160)
Sublease income	Selling, general and administrative	(277)	(57)	(369)

miscellaneous items. These costs were included within selling, general and administrative expenses in the consolidated statements of operations.

The aggregate future minimum lease payments under long-term non-cancelable operating and finance leases with remaining terms greater than one year as of December 31, 2021 are as follows:


Year ending December 31,	Operating		Finance
2022	$	8,569	$	830
2023	7,924		707
2024	7,182		582
2025	6,442		441
2026	5,031		—
Thereafter	16,300		—
Total rental payments	51,448		2,560
Less portion representing interest	5,655		193
Total principal	45,793		2,367
Less current portion	7,198		739
Long-term portion	$	38,595	$	1,628


	2021		2020		2019
Weighted-average remaining lease term in years:
Operating leases	6.8		6.8		7.5
Finance leases	3.5		2.2		2.4

Weighted-average discount rate:
Operating leases	3.32	%	4.26	%	4.50	%
Finance leases	4.62	%	5.61	%	7.17	%

Cash paid for amounts included in lease liabilities in 2021, 2020 and 2019 were:



Cash paid for amounts included in lease liabilities:	2021		2020		2019
Operating cash flows from operating leases	$	(5,675)	$	(3,917)	(4,225)
Operating cash flows from finance leases	(33)		(58)		(43)
Financing cash flows from finance leases	(302)		(674)		(177)

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


	Operating
Year ending December 31,
2022	$	542
2023	4,624
2024	4,938
2025	5,322
2026	5,723
Thereafter	30,425
Total rental payments	$	51,574

PROPERTY AND EQUIPMENT, NET

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT, NET

PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net comprised the following:


	December 31,
	2021		2020
Machinery and equipment	$	25,177	$	3,648
Building and improvements	9,510		190
Land	6,120		224
Leasehold improvements	3,207		2,068
Peat bogs and related development	8,686		—
Computer equipment	3,197		2,079
Furniture and fixtures	2,867		1,154
Gross property, plant, and equipment	58,764		9,363
Less: accumulated depreciation, depletion and amortization	(8,291)		(5,375)
Total property, plant and equipment, net	$	50,473	$	3,988

The table above includes the property, plant, and equipment assets acquired from Heavy 16, the H&G Entities, Aurora, Greenstar, and the IGE Entities (see Note 3 - Business Combinations).

The December 31, 2020, amounts for building and improvements, land, and computer equipment were reclassified from other to separate line items to conform to the current year presentation.

Depreciation, depletion and amortization expense related to property, plant, and equipment, net was $4,580 for the year ended December 31, 2021. Depreciation and amortization was $1,625 and $1,688 for the years ended December 31, 2020 and 2019, respectively.

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

12 Months Ended

Dec. 31, 2021

Payables and Accruals [Abstract]

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities comprised the following:


	December 31,
	2021		2020
Accrued compensation and benefits	$	3,713	$	9,902
Freight, custom and duty accrual	2,094		2,603
Goods in transit accrual	3,473		3,845
Corporate tax accrual	729		585
Contingent consideration	17,034		—

Other accrued liabilities	6,953		4,680
Total accrued expenses and other current liabilities	$	33,996	$	21,615

The December 31, 2020, amounts for corporate tax accrual was reclassified from other accrued liabilities to a separate line item and the obligations due under a distribution agreement were reclassified to other accrued liabilities to conform to the current year presentation.

DEBT

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

DEBT

Debt is comprised of the following:


	December 31,
	2021		2020
Term loan - net of unamortized discount & deferred financing costs of $6,025	$	118,975	$	—
Other	2,805		1,036
Total debt	$	121,780	$	1,036

Current portion of long-term debt	$	2,263	$	746
Long-term debt - net of discount and deferred financing costs of $6,025	119,517		290
Total debt	$	121,780	$	1,036

Term loans

Term Loan with Brightwood

In May 2017, a term loan in the aggregate principal amount of $75,000 (the “Brightwood Term Loan”) was obtained by Hydrofarm Holdings LLC and certain of its direct and indirect subsidiaries (the “Brightwood Term Loan Obligors”) from Brightwood Loan Services LLC. The Brightwood Term Loan was scheduled 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 Brightwood Term Loan Obligors.

Interest was calculated at LIBOR plus a margin of 700 basis points on LIBOR based loans assuming the net leverage ratio as defined was met, otherwise at LIBOR plus a margin of 850 basis points. Principal payments at an annual basis of 2.5% of the original loan amount were due quarterly. Deferred financing costs were being amortized to interest expense over the term of the loan.

The Brightwood Term Loan was subject to numerous amendments since its origination generally in connection with modifications to debt service, interest payments, interest rates, and debt covenants. Certain amendments required payments of fees. All amendments were accounted for as debt modifications.

For the year ended December 31, 2019, the effective interest rate was 13.02%, interest expense was $10,151, of which $7,106 was added to the principal, and amortization of deferred financing costs was $483. For the year ended December 31,

2020, the effective interest rate was 10.18%, interest expense was $6,892, and amortization of deferred financing costs was $610.

The balance of the Brightwood Term Loan of $76,610 (including accrued interest) was repaid with proceeds from the IPO on December 14, 2020. A loss on debt extinguishment of $907 representing unamortized deferred financing costs was recognized at the time of repayment.

Senior Secured Term Loan

On October 25, 2021, the Company and its subsidiaries entered into a Credit and Guaranty Agreement with JPMorgan Chase Bank, N.A., as administrative agent for certain lenders, pursuant to which the Company borrowed a $125,000 senior secured term loan (“Term Loan”). The Term Loan bears interest at LIBOR (with a 1.0% floor) plus 5.50%, or an alternative base rate (with a 2.0% floor), plus 4.50%, and is subject to a call premium of 2% in year one, 1% in year two, and 0% thereafter, and matures on October 25, 2028 ("Maturity Date"). Deferred financing costs totaled $6,190 and are being amortized to interest expense over the term of the loan.

The principal amounts of the Term Loan are scheduled to be repaid in consecutive quarterly installments in amounts equal to 0.25% of the $125,000 principal amount of the Term Loan on the last day of each fiscal quarter commencing March 31, 2022, with the balance of the Term Loan payable on the Maturity Date. The Company is required to make mandatory prepayments in the event of (i) achieving certain excess cash flow criteria, including the achievement and maintenance of a specific leverage ratio, (ii) selling assets that are collateral, or (iii) upon the issuance, offering, or placement of new debt obligations.

The Term Loan requires the Company to maintain certain reporting requirements, affirmative covenants, and negative covenants. The Term Loan is secured by a first lien on the non-working capital assets of the Company and a second lien on the working capital assets of the Company. The Company may request additional term loan commitments subject to certain loan conditions.

The Company was in compliance with all reporting requirements, affirmative covenants, and negative covenants as of December 31, 2021.

For the year ended December 31, 2021, the effective interest rate was 1.36%, interest expense was $1,535, and amortization of deferred financing costs was $165.

Revolving asset-backed credit facilities

Bank of America and Encina Credit Facility

In May 2017, a credit facility (“BofA Credit facility”) was obtained by Hydrofarm Holdings LLC and certain of its direct and indirect subsidiaries (the “BofA Obligors”) from Bank of America and the lenders’ party thereto.

The BofA Credit Facility was subject to numerous amendments since its origination generally in connection with modifications to debt service, interest payments, interest rates, debt covenants, extension of due dates and the eventual payoff in July 2019. Certain amendments required payments of fees and each amendment was accounted for as a debt modification.

On July 11, 2019, the Company 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 Brightwood Term Loan. The Encina Credit Facility was secured by working capital assets and a second lien on non-working capital assets.

Interest was calculated at LIBOR or a base rate, plus an applicable margin ranging between 3.75% to 5.50% per annum determined based on the fixed charge coverage ratio calculated over an applicable time period. A fee of 0.50% per annum was charged for available, but unused borrowings as defined. An additional 200 basis points was added to the interest rate for any period during which the loan was in default. Deferred financing costs were amortized over the term of the Encina Credit Facility.

The Encina Credit Facility was subject to numerous amendments since its origination generally in connection with modifications to available borrowings, financial covenants, permitted indebtedness and permitted capital expenditures. Certain amendments required payments of fees. All amendments were accounted for as debt modifications.

For the year ended December 31, 2019, the combined effective interest rate for the BofA Credit Facility and the Encina Credit Facility was 9.86%, interest expense was $2,161, all of which was added to the principal, and amortization of deferred financing costs was $228. Additionally, the unamortized deferred financing costs related to the BofA Credit Facility totaling $391 were written off and recognized as a loss on debt extinguishment in the consolidated statements of operations in 2019.

For the year ended December 31, 2020, the effective interest rate was 9.27%, interest expense was $2,248, and amortization of deferred financing costs was $318. The balance of the Encina Credit Facility was $0 as of December 31, 2020, which reflected a pay-down of $33,353 with proceeds from the IPO. The Encina Obligors had approximately $34,521 available to borrow under the Encina Credit Facility as of December 31, 2020. The Encina Obligors were in compliance with all debt covenants as of December 31, 2020.

The Encina Credit Facility was replaced in March 2021 by the JPMorgan Revolving Credit Facility. For the year ended December 31, 2021, the Company recognized interest expense of $82. The unamortized deferred financing costs and early termination fees totaling $680 were recognized as a loss on debt extinguishment in the consolidated statements of operations for the year ended December 31, 2021.

JPMorgan Revolving Credit Facility

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 is due on March 29, 2024. Deferred financing costs totaled $1,226 and are being amortized to interest expense over the term of the loan. The deferred financing costs for the JPMorgan Credit Facility are included in other assets in the consolidated balance sheets as of December 31, 2021.

The three-year JPMorgan Credit Facility had 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").

On August 31, 2021, the JPMorgan Obligors entered into an amendment (the "First Amendment") to increase their original borrowing limit to $100,000. In connection with the First Amendment, the Company's acquired subsidiaries became party to the JPMorgan Credit Facility as either borrowers or as guarantors. 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.

On October 25, 2021, the Company and its subsidiaries entered into a second amendment (the “Second Amendment”), with JPMorgan Chase Bank, N.A., pursuant to which the parties consented to the Term Loan and the lien priorities described above, and made certain conforming changes to the provisions of the Term Loan. All amendments in 2021 were accounted for as debt modifications.

The JPMorgan Credit Facility is secured by the Company’s assets and the assets of certain of the Company’s subsidiaries. The Company is required to maintain certain reporting requirements, affirmative covenants, negative covenants and financial covenants. The financial covenants include the maintenance of a minimum fixed charge coverage ratio of 1.1x on a rolling twelve-month basis.

For the year ended December 31, 2021, the effective interest rate was 4.36%, interest expense was $117, and amortization of deferred financing costs was $206. The balance of the JPMorgan Credit Facility was $0 as of December 31, 2021. The Company had approximately $83,619 available to borrow under the Revolver as of December 31, 2021.

The JPMorgan Obligors were in compliance with all debt covenants as of December 31, 2021.

Note under Paycheck Protection Program

In April 2020, the Company entered into a U.S. Small Business Administration (“SBA”) Paycheck Protection Program promissory note in the principal amount of $3,274 with JPMorgan Chase Bank’s SBA loan program under the March 2020 Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) (the “PPP Loan”). The PPP Loan bore interest at 1% per annum and payments were deferred for the first six months. On October 7, 2020, the Small Business Administration and Treasury Department confirmed a ten-month extension of the deferral period, granted by the PPP Flexibility Act of 2020, which automatically applied to all PPP Loans. Interest expense for the year ended December 31, 2020 was $22. The maturity date was April 7, 2022. The full balance of the PPP Loan, including accrued interest, of $3,296 was repaid on December 15, 2020 with proceeds from the IPO.

Debt convertible into preferred stock

In September and October 2019, the Company issued debt to investors convertible into preferred stock for cash of $7,532, less issuance costs of $552, in the form of unsecured subordinated promissory notes with interest at 6.0% per annum due on March 30, 2020.

The notes contained an automatic conversion feature triggered by a qualified financing as defined (e.g., private placement or initial public offering) of preferred stock of $5,000 or more. The number of shares into which the notes converted was based on a formula which divided outstanding principal and accrued interest by the per share price of the offering. The conditional share-settled conversion feature was deemed to be embedded derivative that did not meet the criteria to be bifurcated and carried at fair value; accordingly, all of the proceeds net of the issuance costs were allocated to the debt instrument.

In December 2019, the Company completed an offering of Series A Convertible Preferred Stock which triggered conversion of $7,532 of principal plus $105 of accrued interest into 2,182,083 shares of Series A Convertible Preferred Stock (see Note 11, Stockholders’ Equity). The total unamortized deferred financing costs was $288 and was recognized as a loss on debt extinguishment in the consolidated statements of operations in 2019.

Aggregate future principal payments

As of December 31, 2021, the aggregate future principal payments under long-term debt, excluding payments due under finance lease obligations presented in Note 7, Leases, are as follows:


	Debt
Year ending December 31,
2022	$	1,524
2023	1,307
2024	1,268
2025	1,270
2026	1,270
Thereafter	118,799
Total principal payments under long-term debt	$	125,438

The following is a reconciliation of payment due:


	Finance lease obligations		Debt		Total
Current portion of long-term debt	$	739	$	1,524	$	2,263
Long-term debt	1,628		123,914		125,542
Total payments due	$	2,367	$	125,438	$	127,805

- 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.

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+ Details

STOCKHOLDERS’ EQUITY

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

STOCKHOLDERS’ EQUITY

Capital stock

As of December 31, 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	44,618,357

As of December 31, 2021, the following summarizes shares of common stock reserved for issuance:


Common stock reserved for issuance:			Shares reserved for issuance
Warrants			17,817
2020 Employee, Director, and Consultant Equity Incentive Plan			2,118,067
Restricted stock units			1,087,608
Stock options			720,549

Convertible preferred stock

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 shares 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 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 was 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 $56,778. 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 year ended December 31, 2021, warrant solicitation fee expense totaled $1,949 and was included in selling, general and administrative expenses in the consolidated statements of operations.

Redemption of placement agents warrants

In connection with the private placement, placement agents were issued warrants to purchase 517,067 shares of common stock in the Company of which 172,351 shares subject to warrants are exercisable at a price of $16.86 per share and 344,716 shares subject to warrants are exercisable at a price of $8.43 per share. Placement agent warrants are exercisable in whole or in part subject to typical adjustments for anti-dilution and may be exercised on a "cashless" basis.

For the year ended December 31, 2021, 166,343 placement agent warrants were exercised on a cashless basis at a price of $16.86 per share for 129,265 shares of common stock and 332,907 placement agent warrants were exercised on as cashless basis at a price of $8.43 per share for 289,368 shares of common stock.

As of December 31, 2021, the following table summarizes the outstanding warrants:


	Number of Warrants	Exercise Price
Placement agent warrants	11,809	$	8.43
Placement agent warrants	6,008	$	16.86
Total	17,817	$	11.27

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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+ Details

STOCK-BASED COMPENSATION

12 Months Ended

Dec. 31, 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 ("ISOs"), nonqualified stock options ("NSOs"), 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, 2,118,067 shares remain available as of December 31, 2021.

The Incentive Plans are administered by the Board. Notwithstanding the foregoing, the Board may delegate concurrent responsibility for administering each plan, including with respect to designated classes of persons eligible to receive an award under each plan, to a committee or committees (which term shall include subcommittees) consisting of one or more members of the Board (collectively, the “Plan Administrator”), subject to such limitations as the Board deems appropriate.

In November 2020, the Board and stockholders approved the 2020 Plan and reserved an aggregate of 2,284,053 shares of common stock for issuance under the 2020 Plan. Subject to the provision of the 2020 Plan, the number of shares available for issuance under the 2020 Plan will be increased on January 1 of each year, beginning on January 1, 2021, and ending on January 2, 2030, in an amount equal to the lesser of (i) 4% of the outstanding shares of the Company’s common stock on such date or (ii) such number of shares determined by the Plan Administrator.

The 2020 Plan provides for the grant of ISOs, NSOs, stock grants, and stock-based awards that are based in whole or in part by reference to the Company’s common stock.

•The Plan Administrator may grant options designated as incentive stock options or nonqualified stock options. Options shall be granted with an exercise price per share not less than 100% of the fair market value of the common stock on the grant date, subject to certain limitations and exceptions as described in the plan agreements. Generally, the maximum term of an option shall be ten years from the grant date. The Plan Administrator shall establish and set forth in each instrument that evidences an option the time at which, or the installments in which, the option shall vest and become exercisable.

•The Plan Administrator may grant stock grants and stock-based awards, including securities convertible into shares, stock appreciation rights, phantom stock awards or stock units on such terms and conditions which may be based on continuous service with the Company or related company or the achievement of any performance goals, as the Plan Administrator shall determine in its sole discretion, which terms, conditions and restrictions shall be set forth in the instrument evidencing the award.

Grants of restricted stock units

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 condition (based on continuous employment) and certain awards also have a performance-based vesting condition (defined as a qualifying liquidity event including an initial public offering); on the date the performance-based vesting condition is satisfied, the employee becomes vested in the number of RSUs that have satisfied the time-based vesting condition, if any. Upon vesting, the RSUs convert into shares of the Company’s common stock.

Through December 8, 2020, no stock-based compensation expense had been recognized for certain awards with a performance-based condition based on the occurrence of a qualifying liquidity event, as such qualifying event was not probable. Upon the IPO, the performance-based vesting condition was satisfied and the Company recognized $2,967 of stock-based compensation expense for RSUs which was the cumulative portion of the service-based awards that vested. For the year ended December 31, 2020, the Company recognized $8,689 of stock-based compensation expense for RSUs. No stock-based compensation expense was recognized for RSUs for the year ended December 31, 2019.

For the year ended December 31, 2020, the Company withheld 239,702 of the 718,928 shares of common stock issued upon vesting of RSUs to meet employees' payroll tax withholding requirements. The total tax withholding obligation of $6,089 as of December 31, 2020 was included in accrued expenses and other current liabilities in the consolidated balance sheets. The payment was made in January 2021. After the IPO, the stock-based compensation expense related to remaining service-based awards is recorded over the remaining requisite service period.

The award granted to a former member of the Board (the "former Board member") 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. The fair value of the award, at the modification date, was $3,180, all of which was recorded as stock-based compensation expense upon the IPO. In July 2021, the market-based vesting condition for this award was satisfied and 148,315 RSUs of the former Board member vested. The total shares under the unvested RSUs subject to time-based vesting conditions were 111,236 as of December 31, 2021. For the year ended December 31, 2021, there were no performance awards with market-based conditions granted.

For the year ended December 31, 2021, the Company recognized $4,566 of total stock-based compensation expense for restricted stock units. For the year ended December 31, 2021, the Company withheld 268,867 of the 851,741 of common stock issued upon vesting of RSUs to meet employees' payroll tax withholding requirements. The tax withholding payments of $13,936 were made in 2021 in addition to the tax withholding obligation from 2020 paid in 2021 (as described above). The total tax withholding obligation of $9 as of December 31, 2021 was included in accrued expenses and other current liabilities in the consolidated balance sheets.

The following table summarizes the activity related to the Company's RSUs for the year ended December 31, 2021. For purposes of this table, vested RSUs represent the shares for which the service requirements had been fulfilled as of December 31, 2021:


	Number of RSUs	Weighted average grant date fair value
Balance, January 1, 2021	1,857,444	$	6.55
Granted	81,905	$	54.72
Vested	(851,741)	$	7.15
Balance, December 31, 2021	1,087,608	$	9.71

The total fair value of RSUs vested for the years ended December 31, 2021, 2020 and 2019 was $6,090, $4,598, and $0, respectively.

As of December 31, 2021, total unamortized stock-based compensation cost related to unvested RSUs was $7,997 and the weighted-average period over which the compensation is expected to be recognized is 1.65 years.

The tax benefits recognized in the consolidated statements of operations for stock-based compensation arrangements for the years ended December 31, 2021 and 2020 were not material to the financial statements. There was no tax benefit recognized in 2019.

Stock options

The vesting of stock options is subject to certain change in control provisions as provided in the incentive plan agreements and options may be exercised up to 10 years from the date of issuance.

The following table summarizes the stock option activity for the year ended December 31, 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	(186,633)	$	8.54	$	0.96
Cancelled	(510)	$	8.43	$	0.70
Forfeited	(25,745)	$	10.26	$	5.67
Outstanding as of December 31, 2021	720,549	$	9.57	$	2.21	7.37

Exercisable as of December 31, 2021	518,034	$	8.57	$	1.10	7.25
Unvested as of December 31, 2021	202,515	$	12.13	$	5.04	1.96
Vested and expected to vest as of December 31, 2021	720,549	$	9.57	$	2.21	7.37

Since stock 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. Inputs to the model were as follows for the periods indicated:

Years ended December 31,

2021

2020

2019

Fair value of common stock underlying the options

$59.03

$6.07 to $17.85

$4.82 to $6.07

Volatility

45%

45% to 55%

30%

Risk-free rate

0.85%

0.03% to 0.89%

1.37% to 2.49%

Dividend yield

Nil

Expected term in years

6.0

5.00 to 5.61

5.00 to 5.62

As of December 31, 2021, total compensation cost related to unvested awards not yet recognized was $919 and the weighted-average period over which the compensation is expected to be recognized is 1.96 years.

Total compensation expense for stock options was $440, $206, and $208 in 2021, 2020, and 2019, respectively.

INCOME TAXES

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

INCOME TAXES

Loss from continuing operations before tax was as follows:


	Years ended December 31,
	2021		2020		2019
United States	$	(9,262)	$	(9,908)	$	(30,409)
Foreign	3,541		3,211		(10,365)
Loss from continuing operations before tax	$	(5,721)	$	(6,697)	$	(40,774)

Significant components of income tax (benefit) expense from continuing operations consist of the following:


	Years ended December 31,
	2021		2020		2019
Current:
Federal	$	—	$	—	$	—
State	72		91		18
Foreign	1,787		433		9
Total current	1,859		524		27

Deferred:
Federal	(18,275)		—		—
State	(1,962)		—		—
Foreign	(759)		52		(718)
Total deferred	(20,996)		52		(718)
Total income tax (benefit) expense	$	(19,137)	$	576	$	(691)

The reconciliation of income tax computed at the U.S. federal statutory tax rates of 21% to income tax expense (benefit) from continuing operations consist of the following:


	Years ended December 31,
	2021		2020		2019
Effective rate reconciliation
U.S. federal tax benefit at statutory rate	$	(1,201)	$	(1,406)	$	(8,563)
State income taxes, net	68		(171)		(1,247)
Permanent items	542		19		89
Global intangible low-taxed income	972		866		—
Foreign rate differential	1,032		854		(891)
162(m) officers compensation	6,969		3,514		—
Share-based compensation	(8,118)		(2,834)		—
Deferred adjustments	67		(230)		563
Transaction costs	2,290		90		—
Other, net	(973)		—		—
Valuation allowance	(20,785)		(126)		9,358
Total income tax (benefit) expense	$	(19,137)	$	576	$	(691)

Deferred income tax assets and liabilities consist of the following:


	December 31,
	2021		2020
Deferred tax assets
Lease liabilities	$	11,714	$	4,838
Accrued expenses	1,215		1,245
Share-based compensation	460		979
Intangible assets	—		9,546
Net operating loss	19,543		17,152
Inventories	4,948		2,548
Interest expense	2,154		3,556
Other	1,243		—
Deferred tax assets	41,277		39,864
Valuation allowance	(14,892)		(34,434)
Total deferred tax assets	26,385		5,430

Deferred tax liabilities
Intangible assets	(17,526)		—
Property, plant and equipment	(2,518)		(432)
Operating lease right-of-use assets	(11,579)		(4,657)
Total deferred tax liabilities	(31,623)		(5,089)
Net deferred tax (liability) asset	$	(5,238)	$	341

Other long-term assets - deferred tax assets	$	393	$	341
Long-term deferred tax liabilities	(5,631)		—
Net deferred tax (liability) asset	$	(5,238)	$	341

As of December 31, 2021, the Company had federal and state net operating loss (“NOL”) carryforwards of approximately $74,900 and $56,900, respectively. The federal and state NOL carryforwards, if not utilized, will begin to expire in 2037 and 2027, respectively, and $62,000 of the federal losses are indefinite. Foreign NOL carryforwards were approximately $1,000 and $3,000 at December 31, 2021 and 2020, respectively.

The Company determined the amount of its valuation allowance based on its estimates of taxable income by jurisdiction in which it operates over the periods in which the related deferred tax assets will be recoverable. As of December 31, 2021 and 2020, the Company believes it is more-likely-than-not that it will not be able to realize its U.S. deferred tax assets and therefore has maintained a full valuation allowance against its U.S. deferred tax assets. The Company has also provided a full valuation allowance against the majority of its Spanish deferred tax assets.

In connection with the acquisition of shares of H&G, the Company recorded a net deferred tax liability which provides an additional source of taxable income to support the realization of pre-existing deferred tax assets. As a result, a portion of the Company's valuation allowance was released and the Company recorded a $20,785 tax benefit. The amount of valuation allowance has decreased $19,542 for the year ended December 31, 2021. The decrease is mainly due to deferred tax liabilities recorded as a result of purchase price accounting, slightly offset by other changes in deferred tax assets and liabilities during the year.

Carryforwards of NOLs are subject to possible limitation should a change in ownership occur, as defined by Internal Revenue Code Section 382. An ownership change is generally defined as a greater than 50% increase in equity ownership by 5% shareholders in any three-year period. As a result of the IPO, the aggregate ownership change exceeded the 50% threshold. The annual limitation resulting from this ownership change is not expected to result in the expiration of the NOL carry forwards before utilization.

In 2021 and 2020, the Company did not record any liabilities related to uncertain tax positions. The Company does not have any tax positions for which it is reasonably possible that the total amount of gross unrecognized tax benefits will significantly change within 12 months of December 31, 2021.

The Company recognizes interest and penalties relating to unrecognized tax benefits as part of its income tax expense. The Company’s major filing jurisdictions are the United States and Canada. Due to the Company’s net operating loss carryforwards, the Company’s income tax returns remain subject to examination by federal, foreign and most state taxing authorities for all tax years.

In response to the COVID-19 pandemic, the CARES Act was signed into law in March 2020. The CARES Act lifts certain deduction limitations originally imposed by the Tax Cuts and Jobs Act of 2017 (2017 Tax Act). Corporate taxpayers may carry-back NOLs originating during 2018 through 2020 for up to five years, which was not previously allowed under the 2017 Tax Act. The CARES Act also eliminates the 80% of taxable income limitations by allowing corporate entities to fully utilize NOL carryforwards to offset taxable income in 2018, 2019 or 2020. Taxpayers may generally deduct interest up to the sum of 50% of adjusted taxable income plus business interest income (30% limit under the 2017 Tax Act) for tax years beginning January 1, 2019 and 2020.

The CARES Act allows taxpayers with alternative minimum tax credits to claim a refund in 2020 for the entire amount of the credits instead of recovering the credits through refunds over a period of years, as originally enacted by the 2017 Tax Act. The CARES Act raises the corporate charitable deduction limit to 25% of taxable income and makes qualified improvement property generally eligible for 15-year cost-recovery and 100% bonus depreciation. In addition, the CARES Act allows companies to defer making certain payroll tax payments until future years. With the enactment of the CARES Act, the Company does not expect a financial statement impact on income taxes. The Company has not recorded any income tax expense or benefit related to the CARES Act for the year ended December 31, 2021.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

COMMITMENTS AND CONTINGENCIES, AND RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 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. 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 and Certain Facilities The Company leased a distribution center in Petaluma, California from entities in which a related party was a stockholder. For the years ended December 31, 2021, 2020 and 2019, rent expense for the month to month lease totaled $639, $1,278, and $1,445, respectively. The Company leases certain facilities from a member of management who is also a member in a LLC that is the lessor. For the year ended December 31, 2021, rent expense for the two leases totaled $149. Related party transactions — Consulting Agreement In July 2020, the Company entered into a consulting agreement with a director to serve as an advisor to the Board and the chief executive officer. The agreement includes an award of 296,630 restricted stock units. In November 2020, the related consulting agreement was canceled and the award was modified (see Note 12, Stock-based Compensation).

IMPAIRMENT, RESTRUCTURING AND OTHER	12 Months Ended
IMPAIRMENT, RESTRUCTURING AND OTHER	Dec. 31, 2021
Restructuring and Related Activities [Abstract]
IMPAIRMENT, RESTRUCTURING AND OTHER	IMPAIRMENT, RESTRUCTURING AND OTHERIn 2021, the Company incurred $297 of costs primarily related to an aborted convertible loan transaction. In 2020, the Company incurred $860 of costs related to SEC filings and other transactions. In 2019, the Company recognized $10,035 of impairment of intangible assets, several restructuring and recapitalization events, and fees for various statutory filings. The impairment of intangible assets of $5,390 in 2019 was related to the Canadian customer relationships.

FAIR VALUE MEASUREMENTS

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

The following table summarizes the fair value of the Company’s assets and liabilities for which disclosure of fair value is required:


		2021		2020
	Fair Value Hierarchy Level	Carrying Amount	Estimated Fair Value	Carrying Amount	Estimated Fair Value
Assets
Cash and cash equivalents	Level 1	26,607	26,607	75,178	75,178
Restricted cash	Level 1	1,777	1,777	1,777	1,777
Note receivable	Level 3	3,111	3,111	3,151	3,151

Liabilities
Contingent consideration:
Heavy 16 Acquisition	Level 3	200	200	N/A	N/A
Aurora Acquisition	Level 3	16,834	16,834	N/A	N/A

Term Loan	Level 2	125,000	121,250	N/A	N/A

Revolving asset-backed credit facilities:
Encina Credit Facility	Level 3	N/A	N/A	—	—
JPMorgan Credit Facility	Level 3	—	—	N/A	N/A

Other debt	Level 3	2,805	2,805	1,036	1,036

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	Dec. 31, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTSThe Company executed a new operating lease after December 31, 2021, which is described in Note 7 - Leases.

Schedule II – Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2021

SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]

Schedule II – Valuation and Qualifying Accounts

Schedule II – Valuation and

Qualifying Accounts

Hydrofarm Holdings Group, Inc.

For the years ended December 31, 2021, 2020, and 2019

(in thousands)


	Balance as of		(Benefits) /		Other /		Balance as of
	beginning of year		Provisions		Deductions		end of year
Year ended December 31, 2021
Allowance for doubtful accounts	$	918	$	(110)	$	348	$	1,156
Allowance for inventory obsolescence	2,432		1,201		(103)		3,530
Year ended December 31, 2020
Allowance for doubtful accounts	1,776		83		(941)		918
Allowance for inventory obsolescence	3,822		(803)		(587)		2,432
Year ended December 31, 2019
Allowance for doubtful accounts	1,227		933		(384)		1,776
Allowance for inventory obsolescence	3,219		707		(104)		3,822

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of consolidation and presentation

Use of estimates

The preparation of 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 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 reasonable under the circumstances. Actual results may differ from these estimates. On an ongoing basis, management reviews its estimates to ensure that these estimates appropriately reflect changes in its business or new information available.

Business combinations

Concentrations of business and credit risk

The Company maintains cash balances at certain financial institutions that can, at times, exceed amounts insured by the Federal Deposit Insurance Corporation (“FDIC”). The Company has not experienced any losses in these accounts and believes it is not exposed to any significant credit risk in this area.Accounts receivable, which are unsecured except those that are backed by personal guarantees, expose the Company to credit risks such as collectability and business risks such as customer concentrations. Exposure to losses on receivables is principally dependent on each customer’s financial condition. Credit risk is mitigated by investigating the credit worthiness of most customers prior to establishing relationships with them and performing periodic review of the credit activities of those customers. Receivables arising from sales are not collateralized; however, credit risk is somewhat mitigated as a result of the large diverse customer base.

Fair value measurements

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

Level 3 — Valuation techniques with significant unobservable market inputs.

Foreign currency matters

The effect of currency translation adjustments on cash, cash equivalents and restricted cash is presented separately in the consolidated statements of cash flows.

Cash, cash equivalents and restricted cash

Accounts receivable, net

Accounts receivable, net represents amounts due from customers less the allowance for doubtful accounts.Allowance for doubtful accounts reflects the Company’s estimate of amounts in its existing accounts receivable that may not be collected due to customer claims or customer inability or unwillingness to pay. The allowance is determined based on a combination of factors, including, but not limited to the age of the account, the credit worthiness of the customer, payment terms, the customer’s historical payment history and general economic conditions. Management reviews these factors quarterly to determine if any adjustments are needed to the allowance for doubtful accounts

Inventories

Leases

Property, plant and equipment


Buildings and improvements			10 - 40 years
Machinery and equipment			5 - 15 years
Leasehold improvements			Lesser of useful life or term of the lease
Computer equipment			3 - 4 years
Furniture and fixtures			5 years

Peat bogs and related development costs are depleted using the units of production method over the total expected volume of the peat bogs.

Intangible assets and goodwill

The following are the estimated useful lives for the major classes of definite-lived intangible assets:


Computer software			5 years
Customer relationships			10 to 20 years
Technology and formulations & recipes			10 to 18 years

Warrants issued in connection with financings

Revenue recognition

Deferred offering costs

Stock-based compensation

Service-based awards

The Company records stock-based compensation expense for restricted stock units (“RSUs”) and service-based stock options on a straight-line basis over the requisite service period.

Performance-based awards

Market-based awards

Income taxes

Recently issued accounting pronouncements

Adopted in 2021

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)

12 Months Ended

Dec. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Revenue from External Customers by Geographic Areas


	Years ended December 31,
	2021		2020		2019
United States	$	399,749	$	287,884	$	194,618
Canada	87,281		58,079		44,515
Intersegment eliminations	(7,610)		(3,758)		(4,022)
Total consolidated net sales	$	479,420	$	342,205	$	235,111


	December 31,
	2021		2020
United States	$	85,167	$	19,025
Canada	10,551		3,252
Total property, plant and equipment, net and operating lease right-of-use assets	$	95,718	$	22,277

Long-lived Assets by Geographic Areas


	Years ended December 31,
	2021		2020		2019
United States	$	399,749	$	287,884	$	194,618
Canada	87,281		58,079		44,515
Intersegment eliminations	(7,610)		(3,758)		(4,022)
Total consolidated net sales	$	479,420	$	342,205	$	235,111


	December 31,
	2021		2020
United States	$	85,167	$	19,025
Canada	10,551		3,252
Total property, plant and equipment, net and operating lease right-of-use assets	$	95,718	$	22,277

Restrictions on Cash and Cash Equivalents

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


	December 31,
	2021		2020
Cash and cash equivalents	$	26,607	$	75,178
Restricted cash	1,777		1,777
Cash and cash equivalents, and restricted cash	$	28,384	$	76,955

Schedule of Cash and Cash Equivalents

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


	December 31,
	2021		2020
Cash and cash equivalents	$	26,607	$	75,178
Restricted cash	1,777		1,777
Cash and cash equivalents, and restricted cash	$	28,384	$	76,955

Schedule of Property and Equipment


Buildings and improvements			10 - 40 years
Machinery and equipment			5 - 15 years
Leasehold improvements			Lesser of useful life or term of the lease
Computer equipment			3 - 4 years
Furniture and fixtures			5 years

Property, plant and equipment, net comprised the following:


	December 31,
	2021		2020
Machinery and equipment	$	25,177	$	3,648
Building and improvements	9,510		190
Land	6,120		224
Leasehold improvements	3,207		2,068
Peat bogs and related development	8,686		—
Computer equipment	3,197		2,079
Furniture and fixtures	2,867		1,154
Gross property, plant, and equipment	58,764		9,363
Less: accumulated depreciation, depletion and amortization	(8,291)		(5,375)
Total property, plant and equipment, net	$	50,473	$	3,988

The table above includes the property, plant, and equipment assets acquired from Heavy 16, the H&G Entities, Aurora, Greenstar, and the IGE Entities (see Note 3 - Business Combinations).

Schedule of Finite-Lived Intangible Assets

The following are the estimated useful lives for the major classes of definite-lived intangible assets:


Computer software			5 years
Customer relationships			10 to 20 years
Technology and formulations & recipes			10 to 18 years

Intangible assets, net comprised the following:


	December 31, 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	$	8,814	$	(7,208)	$	1,606	$	7,775	$	(5,640)	$	2,135
Customer relationship (1)	101,222		(16,517)		84,705		59,375		(12,010)		47,365
Technology and formulations & recipes (1)	110,561		(3,630)		106,931		—		—		—
Other (1)	2,428		(1,744)		684		1,156		(1,156)		—
Total finite-lived intangible assets, net	223,025		(29,099)		193,926		68,306		(18,806)		49,500
Indefinite-lived intangible asset:
Trade names (1)	120,773		—		120,773		2,801		—		2,801
Other	120		—		120		120		—		120
Total Intangible assets, net	$	343,918	$	(29,099)	$	314,819	$	71,227	$	(18,806)	$	52,421

(1) Includes the intangible assets acquired from Heavy 16, the H&G Entities and Greenstar. See Note 3 - Business Combinations.

BUSINESS COMBINATIONS (Tables)

12 Months Ended

Dec. 31, 2021

Business Combination and Asset Acquisition [Abstract]

Schedule of Business Acquisitions, by Acquisition

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


Components of Purchase Price:	Amount
Cash	$	60,287
Common stock	16,736
Contingent consideration	344
Total purchase price	$	77,367

Acquisition-related costs	$	2,885

Allocation of Purchase Price:
Identifiable assets (liabilities)
Accounts receivable	$	510
Inventories	1,451
Prepaid expenses and other current assets	34
Property and equipment	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 tangible assets	1,763
Identifiable intangible assets
Other intangible assets	200
Customer relationships	5,100
Trademarks and trade names	18,500
Technology and formulations & recipes	33,600
Total identifiable intangible assets	57,400
Goodwill	18,204
Total purchase price allocation	$	77,367

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	$	133,483
Total purchase price	$	133,483

Acquisition-related costs	$	4,908

Allocation of Purchase Price:
Identifiable assets (liabilities)
Accounts receivable	$	3,308
Inventories	6,559
Prepaid expenses and other current assets	493
Property and equipment	358
Operating lease right-of-use assets	1,921
Other assets	213
Accounts payable	(1,320)
Accrued expenses and other current liabilities	(519)
Current portion of lease liabilities	(447)
Long-term deferred tax liabilities	(25,589)
Long-term lease liabilities	(1,501)
Net tangible assets	(16,524)
Identifiable intangible assets
Other intangible assets	200
Customer relationships	12,500
Trademarks and trade names	31,400
Technology and formulations & recipes	56,200
Total identifiable intangible assets	100,300
Goodwill	49,707
Total purchase price allocation	$	133,483

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


Components of Purchase Price:	Amount
Cash	$	134,961
Common stock	25,824
Contingent consideration	19,300
Forgiveness of accounts payable	(215)
Escrow receivable	(999)
Total purchase price	$	178,871

Acquisition-related costs	$	6,698

Allocation of Purchase Price:
Identifiable assets (liabilities)
Accounts receivable	$	6,967
Inventories	11,086
Prepaid expenses and other current assets	1,086
Property, plant and equipment	37,991
Accounts payable	(4,360)
Accrued expenses and other current liabilities	(804)
Other long-term liabilities	(3,852)
Net tangible assets	$	48,114
Identifiable intangible assets
Other intangible assets	824
Customer relationships	6,400
Trademarks and trade names	59,100
Technology and formulations & recipes	18,000
Total identifiable intangible assets	84,324
Goodwill	46,433
Total purchase price allocation	$	178,871

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


Components of Purchase Price:	Amount
Cash	$	85,121
Forgiveness of accounts payable, net, and obligations due under a distribution agreement	(1,601)
Total purchase price	$	83,520

Acquisition-related costs	$	3,451

Allocation of Purchase Price:
Identifiable assets (liabilities)
Accounts receivable	$	982
Inventories	8,728
Prepaid expenses and other current assets	447
Property and equipment	1,717
Operating lease right-of-use assets	2,736
Other assets	176
Accounts payable	(777)
Accrued expenses and other current liabilities	(1,421)
Current portion of lease liabilities	(624)
Long-term lease liabilities	(1,836)
Net tangible assets	10,128
Identifiable intangible assets
Other intangible assets	383
Customer relationships	18,100
Trademarks and trade names	9,100
Technology and formulations & recipes	2,800
Total identifiable intangible assets	30,383
Goodwill	43,009
Total purchase price allocation	$	83,520

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


Component of Purchase Price:	Amount
Cash	$	48,320
Common stock	11,051
Forgiveness of contract asset	722
Total purchase price	$	60,093

Acquisition-related costs	$	1,417

Allocation of Purchase Price:
Identifiable assets (liabilities)
Accounts receivable	$	4,424
Inventories	27,017
Prepaid expenses and other current assets	466
Property and equipment	3,907
Operating lease right-of-use assets	3,998
Accounts payable	(21,912)
Accrued expenses and other current liabilities	(559)
Current portion of lease liabilities	(813)
Current portion of long-term debt	(478)
Long-term lease liabilities	(3,185)
Long-term debt	(1,459)
Net tangible assets	11,406
Goodwill	48,687
Total purchase price allocation	$	60,093

Business Acquisition, Pro Forma Information


	Years ended December 31,
	2021		2020
Net sales	$	596	$	492
Net income (loss)	$	79	$	(11)

Since the acquisition date, the estimated net sales and net income of these acquisitions are as follows (in millions):


	Year ended December 31,
	2021
Net sales	$	76
Net income	$	14

GOODWILL AND INTANGIBLE ASSETS, NET (Tables)

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The changes in goodwill are as follows:


	December 31, 2021
Balance at beginning of year	$	—
Acquisition - Heavy 16	18,204
Acquisition - H&G Entities	49,707
Acquisition - Aurora	46,433
Acquisition - Greenstar	43,009
Acquisition - IGE Entities	48,687
Foreign currency translation adjustments, net	(1,172)
Balance at end of year	$	204,868

Schedule of Indefinite-Lived Intangible Assets

Intangible assets, net comprised the following:


	December 31, 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	$	8,814	$	(7,208)	$	1,606	$	7,775	$	(5,640)	$	2,135
Customer relationship (1)	101,222		(16,517)		84,705		59,375		(12,010)		47,365
Technology and formulations & recipes (1)	110,561		(3,630)		106,931		—		—		—
Other (1)	2,428		(1,744)		684		1,156		(1,156)		—
Total finite-lived intangible assets, net	223,025		(29,099)		193,926		68,306		(18,806)		49,500
Indefinite-lived intangible asset:
Trade names (1)	120,773		—		120,773		2,801		—		2,801
Other	120		—		120		120		—		120
Total Intangible assets, net	$	343,918	$	(29,099)	$	314,819	$	71,227	$	(18,806)	$	52,421

(1) Includes the intangible assets acquired from Heavy 16, the H&G Entities and Greenstar. See Note 3 - Business Combinations.

Schedule of Finite-Lived Intangible Assets

The following are the estimated useful lives for the major classes of definite-lived intangible assets:


Computer software			5 years
Customer relationships			10 to 20 years
Technology and formulations & recipes			10 to 18 years

Intangible assets, net comprised the following:


	December 31, 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	$	8,814	$	(7,208)	$	1,606	$	7,775	$	(5,640)	$	2,135
Customer relationship (1)	101,222		(16,517)		84,705		59,375		(12,010)		47,365
Technology and formulations & recipes (1)	110,561		(3,630)		106,931		—		—		—
Other (1)	2,428		(1,744)		684		1,156		(1,156)		—
Total finite-lived intangible assets, net	223,025		(29,099)		193,926		68,306		(18,806)		49,500
Indefinite-lived intangible asset:
Trade names (1)	120,773		—		120,773		2,801		—		2,801
Other	120		—		120		120		—		120
Total Intangible assets, net	$	343,918	$	(29,099)	$	314,819	$	71,227	$	(18,806)	$	52,421

(1) Includes the intangible assets acquired from Heavy 16, the H&G Entities and Greenstar. 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 December 31, 2021 is summarized below:


	Estimated Future Amortization Expense
Year ending December 31,
2022	$	12,871
2023	12,246
2024	12,181
2025	12,069
Thereafter	144,559
Total	$	193,926

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

12 Months Ended

Dec. 31, 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 years ended December 31, 2021, 2020 and 2019:


	Years ended December 31,
	2021		2020		2019
Net income (loss)	$	13,416	$	(7,273)	$	(40,083)
Cumulative dividends allocated to Series A Convertible Preferred Stock	—		(2,597)		—
Net income (loss) available for distribution	13,416		(9,870)		(40,083)
Less: Undistributed earnings allocable to participating securities	—		—		—
Basic and diluted net income (loss) attributable to common stockholders	$	13,416	$	(9,870)	$	(40,083)
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	$	13,416	$	(9,870)	$	(40,083)
Weighted-average shares of common stock outstanding for basic net income (loss) per share attributable to common stockholders	39,991,809		21,298,849		20,688,439
Dilutive effect of warrants using the treasury stock method	1,395,393		—		—
Dilutive effect of restricted stock units using the treasury stock method	1,068,984		—		—
Dilutive effect of stock options using the treasury stock method	533,009		—		—
Weighted-average shares of common stock outstanding for diluted net income per share attributable to common stockholders	42,989,195		21,298,849		20,688,439
Basic net income (loss) per share attributable to common stockholders	$	0.34	$	(0.46)	$	(1.94)
Diluted net income (loss) per share attributable to common stockholders	$	0.31	$	(0.46)	$	(1.94)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share


	Years ended December 31,
	2021	2020	2019
Shares subject to warrants outstanding	17,817	3,886,191	3,886,191
Shares subject to unvested restricted stock units with performance and/or time-based vesting conditions	—	1,857,444	1,820,598
Shares subject to unvested restricted stock units with time-based vesting conditions	71,871	—	—
Shares subject to stock options outstanding	10,641	922,796	819,879
Shares of common stock subject to conversion of 7,725,045 shares Series A Convertible Preferred Stock	—	—	2,078,605

ACCOUNTS RECEIVABLE, NET AND INVENTORIES (Tables)

12 Months Ended

Dec. 31, 2021

Receivables [Abstract]

Schedule of Accounts Receivable, Net

Accounts receivable, net comprised the following:


	December 31,
	2021		2020
Trade accounts receivable	$	35,511	$	20,252
Allowance for doubtful accounts	(1,156)		(918)
Other receivables	7,129		2,292
Total accounts receivable, net	$	41,484	$	21,626

Schedule of Inventories

Inventories comprised the following:


	December 31,
	2021		2020
Finished goods	$	145,298	$	83,213
Work-in-process	5,967		—
Raw materials	41,399		7,837
Allowance for inventory obsolescence	(3,530)		(2,432)
Total inventories	$	189,134	$	88,618

LEASES (Tables)

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Lessee, Assets and Liabilities

Total ROU assets and lease liabilities were as follows:


		December 31,
	Balance Sheet Classification	2021		2020
Leased assets
Operating ROU assets	Operating lease right-of-use assets	$	45,245	$	18,289

Finance lease assets	Property and equipment, net	$	2,365	$	383

Lease liabilities
Current:
Operating leases	Current portion of lease liabilities	$	7,198	$	3,701
Finance leases	Current portion of long-term debt	739		159
Noncurrent:
Operating leases	Long-term lease liabilities	38,595		15,320
Finance leases	Long-term debt	1,628		223
Total lease liabilities		$	48,160	$	19,403

Lease, Cost

Total lease income and costs were as follows:


		For the years ended December 31,
	Classification	2021	2020	2019
Operating lease costs	Selling, general and administrative	$6,664	$4,260	$4,580
Finance lease costs:
Amortization of lease assets	Selling, general and administrative	291	257	239
Interest on lease liabilities	Interest expense	33	58	46
Gain on lease termination	Impairment, restructuring, and other	—	—	(160)
Sublease income	Selling, general and administrative	(277)	(57)	(369)


	2021		2020		2019
Weighted-average remaining lease term in years:
Operating leases	6.8		6.8		7.5
Finance leases	3.5		2.2		2.4

Weighted-average discount rate:
Operating leases	3.32	%	4.26	%	4.50	%
Finance leases	4.62	%	5.61	%	7.17	%

Cash paid for amounts included in lease liabilities in 2021, 2020 and 2019 were:



Cash paid for amounts included in lease liabilities:	2021		2020		2019
Operating cash flows from operating leases	$	(5,675)	$	(3,917)	(4,225)
Operating cash flows from finance leases	(33)		(58)		(43)
Financing cash flows from finance leases	(302)		(674)		(177)

Lessee, Operating Lease, Liability, Maturity

The aggregate future minimum lease payments under long-term non-cancelable operating and finance leases with remaining terms greater than one year as of December 31, 2021 are as follows:


Year ending December 31,	Operating		Finance
2022	$	8,569	$	830
2023	7,924		707
2024	7,182		582
2025	6,442		441
2026	5,031		—
Thereafter	16,300		—
Total rental payments	51,448		2,560
Less portion representing interest	5,655		193
Total principal	45,793		2,367
Less current portion	7,198		739
Long-term portion	$	38,595	$	1,628

Finance Lease, Liability, Fiscal Year Maturity

The aggregate future minimum lease payments under long-term non-cancelable operating and finance leases with remaining terms greater than one year as of December 31, 2021 are as follows:


Year ending December 31,	Operating		Finance
2022	$	8,569	$	830
2023	7,924		707
2024	7,182		582
2025	6,442		441
2026	5,031		—
Thereafter	16,300		—
Total rental payments	51,448		2,560
Less portion representing interest	5,655		193
Total principal	45,793		2,367
Less current portion	7,198		739
Long-term portion	$	38,595	$	1,628

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
Year ending December 31,
2022	$	542
2023	4,624
2024	4,938
2025	5,322
2026	5,723
Thereafter	30,425
Total rental payments	$	51,574

PROPERTY AND EQUIPMENT, NET (Tables)

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment


Buildings and improvements			10 - 40 years
Machinery and equipment			5 - 15 years
Leasehold improvements			Lesser of useful life or term of the lease
Computer equipment			3 - 4 years
Furniture and fixtures			5 years

Property, plant and equipment, net comprised the following:


	December 31,
	2021		2020
Machinery and equipment	$	25,177	$	3,648
Building and improvements	9,510		190
Land	6,120		224
Leasehold improvements	3,207		2,068
Peat bogs and related development	8,686		—
Computer equipment	3,197		2,079
Furniture and fixtures	2,867		1,154
Gross property, plant, and equipment	58,764		9,363
Less: accumulated depreciation, depletion and amortization	(8,291)		(5,375)
Total property, plant and equipment, net	$	50,473	$	3,988

The table above includes the property, plant, and equipment assets acquired from Heavy 16, the H&G Entities, Aurora, Greenstar, and the IGE Entities (see Note 3 - Business Combinations).

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables)

12 Months Ended

Dec. 31, 2021

Payables and Accruals [Abstract]

Schedule of Accrued Liabilities and Other Current Liabilities

Accrued expenses and other current liabilities comprised the following:


	December 31,
	2021		2020
Accrued compensation and benefits	$	3,713	$	9,902
Freight, custom and duty accrual	2,094		2,603
Goods in transit accrual	3,473		3,845
Corporate tax accrual	729		585
Contingent consideration	17,034		—

Other accrued liabilities	6,953		4,680
Total accrued expenses and other current liabilities	$	33,996	$	21,615

DEBT (Tables)

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Schedule of Debt

Debt is comprised of the following:


	December 31,
	2021		2020
Term loan - net of unamortized discount & deferred financing costs of $6,025	$	118,975	$	—
Other	2,805		1,036
Total debt	$	121,780	$	1,036

Current portion of long-term debt	$	2,263	$	746
Long-term debt - net of discount and deferred financing costs of $6,025	119,517		290
Total debt	$	121,780	$	1,036

The following is a reconciliation of payment due:


	Finance lease obligations		Debt		Total
Current portion of long-term debt	$	739	$	1,524	$	2,263
Long-term debt	1,628		123,914		125,542
Total payments due	$	2,367	$	125,438	$	127,805

Schedule of Maturities of Long-term Debt

As of December 31, 2021, the aggregate future principal payments under long-term debt, excluding payments due under finance lease obligations presented in Note 7, Leases, are as follows:


	Debt
Year ending December 31,
2022	$	1,524
2023	1,307
2024	1,268
2025	1,270
2026	1,270
Thereafter	118,799
Total principal payments under long-term debt	$	125,438

STOCKHOLDERS’ EQUITY (Tables)

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Schedule of Stock by Class

As of December 31, 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	44,618,357

As of December 31, 2021, the following summarizes shares of common stock reserved for issuance:


Common stock reserved for issuance:			Shares reserved for issuance
Warrants			17,817
2020 Employee, Director, and Consultant Equity Incentive Plan			2,118,067
Restricted stock units			1,087,608
Stock options			720,549

Schedule of Warrants

As of December 31, 2021, the following table summarizes the outstanding warrants:


	Number of Warrants	Exercise Price
Placement agent warrants	11,809	$	8.43
Placement agent warrants	6,008	$	16.86
Total	17,817	$	11.27

- 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.

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-Paragraph 1
-Subparagraph (SX 210.5-02(27))
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

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-Name Accounting Standards Codification
-Topic 505
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-Paragraph 4
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+ Details

STOCK-BASED COMPENSATION (Tables)

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

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


	Number of RSUs	Weighted average grant date fair value
Balance, January 1, 2021	1,857,444	$	6.55
Granted	81,905	$	54.72
Vested	(851,741)	$	7.15
Balance, December 31, 2021	1,087,608	$	9.71

Share-based Payment Arrangement, Option, Activity

The following table summarizes the stock option activity for the year ended December 31, 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	(186,633)	$	8.54	$	0.96
Cancelled	(510)	$	8.43	$	0.70
Forfeited	(25,745)	$	10.26	$	5.67
Outstanding as of December 31, 2021	720,549	$	9.57	$	2.21	7.37

Exercisable as of December 31, 2021	518,034	$	8.57	$	1.10	7.25
Unvested as of December 31, 2021	202,515	$	12.13	$	5.04	1.96
Vested and expected to vest as of December 31, 2021	720,549	$	9.57	$	2.21	7.37

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

The valuation model requires the input of highly subjective assumptions. Inputs to the model were as follows for the periods indicated:

Years ended December 31,

2021

2020

2019

Fair value of common stock underlying the options

$59.03

$6.07 to $17.85

$4.82 to $6.07

Volatility

45%

45% to 55%

30%

Risk-free rate

0.85%

0.03% to 0.89%

1.37% to 2.49%

Dividend yield

Nil

Expected term in years

6.0

5.00 to 5.61

5.00 to 5.62

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of Income before Income Tax, Domestic and Foreign

Loss from continuing operations before tax was as follows:


	Years ended December 31,
	2021		2020		2019
United States	$	(9,262)	$	(9,908)	$	(30,409)
Foreign	3,541		3,211		(10,365)
Loss from continuing operations before tax	$	(5,721)	$	(6,697)	$	(40,774)

Schedule of Components of Income Tax Expense (Benefit)

Significant components of income tax (benefit) expense from continuing operations consist of the following:


	Years ended December 31,
	2021		2020		2019
Current:
Federal	$	—	$	—	$	—
State	72		91		18
Foreign	1,787		433		9
Total current	1,859		524		27

Deferred:
Federal	(18,275)		—		—
State	(1,962)		—		—
Foreign	(759)		52		(718)
Total deferred	(20,996)		52		(718)
Total income tax (benefit) expense	$	(19,137)	$	576	$	(691)

Schedule of Effective Income Tax Rate Reconciliation

The reconciliation of income tax computed at the U.S. federal statutory tax rates of 21% to income tax expense (benefit) from continuing operations consist of the following:


	Years ended December 31,
	2021		2020		2019
Effective rate reconciliation
U.S. federal tax benefit at statutory rate	$	(1,201)	$	(1,406)	$	(8,563)
State income taxes, net	68		(171)		(1,247)
Permanent items	542		19		89
Global intangible low-taxed income	972		866		—
Foreign rate differential	1,032		854		(891)
162(m) officers compensation	6,969		3,514		—
Share-based compensation	(8,118)		(2,834)		—
Deferred adjustments	67		(230)		563
Transaction costs	2,290		90		—
Other, net	(973)		—		—
Valuation allowance	(20,785)		(126)		9,358
Total income tax (benefit) expense	$	(19,137)	$	576	$	(691)

Schedule of Deferred Tax Assets and Liabilities

Deferred income tax assets and liabilities consist of the following:


	December 31,
	2021		2020
Deferred tax assets
Lease liabilities	$	11,714	$	4,838
Accrued expenses	1,215		1,245
Share-based compensation	460		979
Intangible assets	—		9,546
Net operating loss	19,543		17,152
Inventories	4,948		2,548
Interest expense	2,154		3,556
Other	1,243		—
Deferred tax assets	41,277		39,864
Valuation allowance	(14,892)		(34,434)
Total deferred tax assets	26,385		5,430

Deferred tax liabilities
Intangible assets	(17,526)		—
Property, plant and equipment	(2,518)		(432)
Operating lease right-of-use assets	(11,579)		(4,657)
Total deferred tax liabilities	(31,623)		(5,089)
Net deferred tax (liability) asset	$	(5,238)	$	341

Other long-term assets - deferred tax assets	$	393	$	341
Long-term deferred tax liabilities	(5,631)		—
Net deferred tax (liability) asset	$	(5,238)	$	341

FAIR VALUE MEASUREMENTS (Tables)

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

The following table summarizes the fair value of the Company’s assets and liabilities for which disclosure of fair value is required:


		2021		2020
	Fair Value Hierarchy Level	Carrying Amount	Estimated Fair Value	Carrying Amount	Estimated Fair Value
Assets
Cash and cash equivalents	Level 1	26,607	26,607	75,178	75,178
Restricted cash	Level 1	1,777	1,777	1,777	1,777
Note receivable	Level 3	3,111	3,111	3,151	3,151

Liabilities
Contingent consideration:
Heavy 16 Acquisition	Level 3	200	200	N/A	N/A
Aurora Acquisition	Level 3	16,834	16,834	N/A	N/A

Term Loan	Level 2	125,000	121,250	N/A	N/A

Revolving asset-backed credit facilities:
Encina Credit Facility	Level 3	N/A	N/A	—	—
JPMorgan Credit Facility	Level 3	—	—	N/A	N/A

Other debt	Level 3	2,805	2,805	1,036	1,036

DESCRIPTION OF THE BUSINESS (Details) $ / shares in Units, $ in Thousands			1 Months Ended	12 Months Ended
	May 03, 2021 USD ($) $ / shares shares	Dec. 14, 2020 USD ($) $ / shares shares	Nov. 30, 2020	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Class of Stock [Line Items]
Issuance of common stock in connection with offering, net of offering cost \| $				$ 16,303	$ 17,063
Common Stock
Class of Stock [Line Items]
Reverse stock split ratio			0.296630280018984
Common Stock \| IPO
Class of Stock [Line Items]
Shares issued in offering (in shares) \| shares		9,966,667
Sale of stock, price per share (in dollars per share) \| $ / shares		$ 20.00
Proceeds from issuance on offering \| $		$ 182,271
Issuance of common stock in connection with offering, net of offering cost \| $				$ 148
Common Stock \| Over-Allotment Option
Class of Stock [Line Items]
Shares issued in offering (in shares) \| shares		1,300,000
Common Stock \| Follow-On Public Offering
Class of Stock [Line Items]
Shares issued in offering (in shares) \| shares	5,526,861
Sale of stock, price per share (in dollars per share) \| $ / shares	$ 59.00
Proceeds from issuance on offering \| $	$ 309,782
Common Stock \| Follow-On Public Offering, Over-Allotment Option
Class of Stock [Line Items]
Shares issued in offering (in shares) \| shares	720,894

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Segment Narrative (Details)	12 Months Ended
	Dec. 31, 2021 segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of operating segments	2
Number of reportable segments	1

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Entity-wide Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Segment Reporting Information [Line Items]
Net sales	$ 479,420	$ 342,205	$ 235,111
Property, plant and equipment, net and operating lease right-of-use assets	95,718	22,277
Operating segments \| United States
Segment Reporting Information [Line Items]
Net sales	399,749	287,884	194,618
Property, plant and equipment, net and operating lease right-of-use assets	85,167	19,025
Operating segments \| Canada
Segment Reporting Information [Line Items]
Net sales	87,281	58,079	44,515
Property, plant and equipment, net and operating lease right-of-use assets	10,551	3,252
Intersegment eliminations
Segment Reporting Information [Line Items]
Net sales	$ (7,610)	$ (3,758)	$ (4,022)

- 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
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-Paragraph 40
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
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-Paragraph 41
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-SubTopic 10
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-Paragraph 32
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Paragraph 22
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
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-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Concentrations of Business and Credit Risk Narrative (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Customer Concentration Risk \| Accounts Receivable \| One Customer
Concentration Risk [Line Items]
Concentration risk, percentage		11.00%	11.00%
Supplier Concentration Risk \| Purchases \| One Supplier
Concentration Risk [Line Items]
Concentration risk, percentage	10.00%		10.00%

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Cash, Cash Equivalents And Restricted Cash (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash and cash equivalents	$ 26,607	$ 75,178	$ 22,866
Restricted cash	1,777	1,777	9,991
Cash and cash equivalents, and restricted cash	$ 28,384	$ 76,955	$ 32,857	$ 27,923

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Property, Plant and Equipment (Details)	12 Months Ended
	Dec. 31, 2021
Building and improvements \| Minimum
Property, Plant and Equipment [Line Items]
Useful lives	10 years
Building and improvements \| Maximum
Property, Plant and Equipment [Line Items]
Useful lives	40 years
Machinery and equipment \| Minimum
Property, Plant and Equipment [Line Items]
Useful lives	5 years
Machinery and equipment \| Maximum
Property, Plant and Equipment [Line Items]
Useful lives	15 years
Computer equipment \| Minimum
Property, Plant and Equipment [Line Items]
Useful lives	3 years
Computer equipment \| Maximum
Property, Plant and Equipment [Line Items]
Useful lives	4 years
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Useful lives	5 years

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Finite-lived Intangible Assets (Details)	12 Months Ended
	Dec. 31, 2021
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
Customer relationship \| Minimum
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	10 years
Customer relationship \| Maximum
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	20 years
Technology and formulations & recipes
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	18 years
Technology and formulations & recipes \| Minimum
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	10 years
Technology and formulations & recipes \| Maximum
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	18 years

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Revenue Recognition Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Revenue from External Customer [Line Items]
Net sales	$ 479,420	$ 342,205	$ 235,111
Contract liabilities	18,273	1,079
Shipping and Handling
Revenue from External Customer [Line Items]
Net sales	$ 8,050	$ 4,314	$ 2,790

- Definition

+ References

+ Details

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Stock-based Compensation Narrative (Details)	12 Months Ended
	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield	0.00%
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award service period	4 years

BUSINESS COMBINATIONS - Narrative (Details) - USD ($)						12 Months Ended
BUSINESS COMBINATIONS - Narrative (Details) - USD ($)	Nov. 01, 2021	Aug. 03, 2021	Jul. 01, 2021	Jun. 01, 2021	May 03, 2021	Dec. 31, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Contingent consideration						$ 17,034,000	$ 0
Customer relationship
Business Acquisition [Line Items]
Finite-lived intangible asset, useful life						18 years
Customer relationship \| Minimum
Business Acquisition [Line Items]
Finite-lived intangible asset, useful life						10 years
Customer relationship \| Maximum
Business Acquisition [Line Items]
Finite-lived intangible asset, useful life						20 years
Technology and formulations & recipes
Business Acquisition [Line Items]
Finite-lived intangible asset, useful life						18 years
Technology and formulations & recipes \| Minimum
Business Acquisition [Line Items]
Finite-lived intangible asset, useful life						10 years
Technology and formulations & recipes \| Maximum
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					$ 77,367,000
Cash					60,287,000
Common stock					16,736,000
Contingent consideration					344,000
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
Contingent consideration						$ 200,000
Field 16, LLC (Heavy 16) \| Valuation, Income Approach
Business Acquisition [Line Items]
Contingent consideration, liability, measurement input					0.10
Field 16, LLC (Heavy 16) \| Valuation Technique, Discounted Cash Flow
Business Acquisition [Line Items]
Contingent consideration, liability, measurement input					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				$ 133,483,000
Cash				$ 133,483,000
H&G Entities \| Customer relationship
Business Acquisition [Line Items]
Finite-lived intangible asset, useful life				18 years
H&G Entities \| Technology and formulations & recipes
Business Acquisition [Line Items]
Finite-lived intangible asset, useful life				18 years
Aurora
Business Acquisition [Line Items]
Percentage of voting interests acquired			100.00%
Consideration transferred			$ 178,871,000
Cash			134,961,000
Common stock			25,824,000
Contingent consideration			19,300,000
Contingent consideration arrangements, range of outcomes, value, high			70,997,000
Contingent consideration						$ 16,834,000
Contingent consideration			19,300,000
Escrow receivable			999,000
Forgiveness of accounts payable			215,000
Contingent consideration arrangements, excess EBITDA			$ 15,556,000
Contingent consideration arrangements, multiplier			11
Aurora \| Valuation Technique, Discounted Cash Flow \| Measurement Input, Discount Rate
Business Acquisition [Line Items]
Contingent consideration, liability, measurement input			0.15
Aurora \| Customer relationship \| Minimum
Business Acquisition [Line Items]
Finite-lived intangible asset, useful life			16 years
Aurora \| Customer relationship \| Maximum
Business Acquisition [Line Items]
Finite-lived intangible asset, useful life			18 years
Aurora \| Technology and formulations & recipes \| Minimum
Business Acquisition [Line Items]
Finite-lived intangible asset, useful life			16 years
Aurora \| Technology and formulations & recipes \| Maximum
Business Acquisition [Line Items]
Finite-lived intangible asset, useful life			18 years
Greenstar
Business Acquisition [Line Items]
Percentage of voting interests acquired		100.00%
Consideration transferred		$ 83,520,000
Cash		85,121,000
Forgiveness of accounts payable		$ 1,601,000
IGE Entities
Business Acquisition [Line Items]
Percentage of voting interests acquired	100.00%
Consideration transferred	$ 60,093,000
Cash	48,320,000
Common stock	11,051,000
Forgiveness of contract asset	$ 722,000

BUSINESS COMBINATIONS - Components (Details) - USD ($) $ in Thousands	Nov. 01, 2021	Aug. 03, 2021	Jul. 01, 2021	Jun. 01, 2021	May 03, 2021
Field 16, LLC (Heavy 16)
Business Acquisition [Line Items]
Cash					$ 60,287
Common stock					16,736
Contingent consideration					344
Consideration transferred					77,367
Acquisition-related costs					$ 2,885
H&G Entities
Business Acquisition [Line Items]
Cash				$ 133,483
Consideration transferred				133,483
Acquisition-related costs				$ 4,908
Aurora
Business Acquisition [Line Items]
Cash			$ 134,961
Common stock			25,824
Contingent consideration			19,300
Forgiveness of accounts payable			(215)
Escrow receivable			(999)
Consideration transferred			178,871
Acquisition-related costs			$ 6,698
Greenstar
Business Acquisition [Line Items]
Cash		$ 85,121
Forgiveness of accounts payable		(1,601)
Consideration transferred		83,520
Acquisition-related costs		$ 3,451
IGE Entities
Business Acquisition [Line Items]
Cash	$ 48,320
Common stock	11,051
Forgiveness of contract asset	722
Consideration transferred	60,093
Acquisition-related costs	$ 1,417

BUSINESS COMBINATIONS - Allocation (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Nov. 01, 2021	Aug. 03, 2021	Jul. 01, 2021	Jun. 01, 2021	May 03, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Goodwill	$ 204,868						$ 0
Field 16, LLC (Heavy 16)
Business Acquisition [Line Items]
Accounts receivable						$ 510
Inventories						1,451
Prepaid expenses and other current assets						34
Property and equipment						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 tangible assets						1,763
Total identifiable intangible assets						57,400
Goodwill						18,204
Total purchase price allocation						77,367
Field 16, LLC (Heavy 16) \| Trademarks and trade names
Business Acquisition [Line Items]
Identifiable intangible assets						18,500
Field 16, LLC (Heavy 16) \| Other intangible assets
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					$ 3,308
Inventories					6,559
Prepaid expenses and other current assets					493
Property and equipment					358
Operating lease right-of-use assets					1,921
Other assets					213
Accounts payable					(1,320)
Accrued expenses and other current liabilities					(519)
Current portion of lease liabilities					(447)
Long-term deferred tax liabilities					(25,589)
Long-term lease liabilities					(1,501)
Net tangible assets					(16,524)
Total identifiable intangible assets					100,300
Goodwill					49,707
Total purchase price allocation					133,483
H&G Entities \| Trademarks and trade names
Business Acquisition [Line Items]
Identifiable intangible assets					31,400
H&G Entities \| Other intangible assets
Business Acquisition [Line Items]
Identifiable intangible assets					200
H&G Entities \| Customer relationship
Business Acquisition [Line Items]
Identifiable intangible assets					12,500
H&G Entities \| Technology and formulations & recipes
Business Acquisition [Line Items]
Identifiable intangible assets					$ 56,200
Aurora
Business Acquisition [Line Items]
Accounts receivable				$ 6,967
Inventories				11,086
Prepaid expenses and other current assets				1,086
Property and equipment				37,991
Accounts payable				(4,360)
Accrued expenses and other current liabilities				(804)
Other long-term liabilities				(3,852)
Net tangible assets				48,114
Total identifiable intangible assets				84,324
Goodwill				46,433
Total purchase price allocation				178,871
Aurora \| Trademarks and trade names
Business Acquisition [Line Items]
Identifiable intangible assets				59,100
Aurora \| Other intangible assets
Business Acquisition [Line Items]
Identifiable intangible assets				824
Aurora \| Customer relationship
Business Acquisition [Line Items]
Identifiable intangible assets				6,400
Aurora \| Technology and formulations & recipes
Business Acquisition [Line Items]
Identifiable intangible assets				$ 18,000
Greenstar
Business Acquisition [Line Items]
Accounts receivable			$ 982
Inventories			8,728
Prepaid expenses and other current assets			447
Property and equipment			1,717
Operating lease right-of-use assets			2,736
Other assets			176
Accounts payable			(777)
Accrued expenses and other current liabilities			(1,421)
Current portion of lease liabilities			(624)
Long-term lease liabilities			(1,836)
Net tangible assets			10,128
Total identifiable intangible assets			30,383
Goodwill			43,009
Total purchase price allocation			83,520
Greenstar \| Trademarks and trade names
Business Acquisition [Line Items]
Identifiable intangible assets			9,100
Greenstar \| Other intangible assets
Business Acquisition [Line Items]
Identifiable intangible assets			383
Greenstar \| Customer relationship
Business Acquisition [Line Items]
Identifiable intangible assets			18,100
Greenstar \| Technology and formulations & recipes
Business Acquisition [Line Items]
Identifiable intangible assets			$ 2,800
IGE Entities
Business Acquisition [Line Items]
Accounts receivable		$ 4,424
Inventories		27,017
Prepaid expenses and other current assets		466
Property and equipment		3,907
Operating lease right-of-use assets		3,998
Accounts payable		(21,912)
Accrued expenses and other current liabilities		(559)
Current portion of lease liabilities		(813)
Current portion of long-term debt		(478)
Long-term lease liabilities		(3,185)
Long-term debt		(1,459)
Net tangible assets		11,406
Goodwill		48,687
Total purchase price allocation		$ 60,093

BUSINESS COMBINATIONS - Pro Forma (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Pro Forma Information:
Net sales	$ 596	$ 492
Net income (loss)	79	$ (11)
Pro Forma Information, Actual:
Net sales	76
Net income	$ 14

GOODWILL AND INTANGIBLE ASSETS, NET - Goodwill (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Goodwill [Roll Forward]
Balance at beginning of year	$ 0
Foreign currency translation adjustments, net	(1,172)
Balance at end of year	204,868
Heavy 16
Goodwill [Roll Forward]
Acquisitions	18,204
H&G Entities
Goodwill [Roll Forward]
Acquisitions	49,707
Aurora
Goodwill [Roll Forward]
Acquisitions	46,433
Greenstar
Goodwill [Roll Forward]
Acquisitions	43,009
IGE Entities
Goodwill [Roll Forward]
Acquisitions	$ 48,687

GOODWILL AND INTANGIBLE ASSETS, NET - Intangible Assets, net (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 223,025	$ 68,306
Accumulated Amortization	(29,099)	(18,806)
Total	193,926	49,500
Indefinite-lived Intangible Assets [Line Items]
Gross Carrying Amount	343,918	71,227
Total	314,819	52,421
Trade Names
Indefinite-lived Intangible Assets [Line Items]
Gross Carrying Amount	120,773	2,801
Other intangible assets
Indefinite-lived Intangible Assets [Line Items]
Gross Carrying Amount	120	120
Computer software
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	8,814	7,775
Accumulated Amortization	(7,208)	(5,640)
Total	1,606	2,135
Customer relationship
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	101,222	59,375
Accumulated Amortization	(16,517)	(12,010)
Total	84,705	47,365
Technology and formulations & recipes
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	110,561	0
Accumulated Amortization	(3,630)	0
Total	106,931	0
Other intangible assets
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	2,428	1,156
Accumulated Amortization	(1,744)	(1,156)
Total	$ 684	$ 0

GOODWILL AND INTANGIBLE ASSETS, NET - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 10,354	$ 5,154	$ 5,307
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

GOODWILL AND INTANGIBLE ASSETS, NET - Future Amortization Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
2022	$ 12,871
2023	12,246
2024	12,181
2025	12,069
Thereafter	144,559
Total	$ 193,926	$ 49,500

NET INCOME (LOSS) PER COMMON SHARE (“EPS”) - Calculation for Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Net income (loss)	$ 13,416	$ (7,273)	$ (40,083)
Cumulative dividends allocated to Series A Convertible Preferred Stock	0	(2,597)	0
Net income (loss) available for distribution	13,416	(9,870)	(40,083)
Less: Undistributed earnings allocable to participating securities	0	0	0
Less: Undistributed earnings allocable to participating securities	0	0	0
Net income (loss) attributable to common stockholders	13,416	(9,870)	(40,083)
Net income (loss) attributable to common stockholders	13,416	(9,870)	(40,083)
Less: Effect on net income (loss) of dilutive securities using the “if converted” method	0	0	0
Diluted net income (loss) attributable to common stockholders after adjustment for assumed conversions	$ 13,416	$ (9,870)	$ (40,083)
Weighted-average shares of common stock outstanding for basic net income (loss) per share attributable to common stockholders (in shares)	39,991,809	21,298,849	20,688,439
Dilutive effect of warrants using the treasury stock method (in shares)	1,395,393	0	0
Weighted-average shares of common stock outstanding for diluted net income per share attributable to common stockholders (in shares)	42,989,195	21,298,849	20,688,439
Basic net income (loss) per share attributable to common stockholders (in dollars per share)	$ 0.34	$ (0.46)	$ (1.94)
Diluted net income (loss) per share attributable to common stockholders (in dollars per share)	$ 0.31	$ (0.46)	$ (1.94)
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 (in shares)	1,068,984	0	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 (in shares)	533,009	0	0

NET INCOME (LOSS) PER COMMON SHARE (“EPS”) - Shares Outstanding (Details) - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Shares subject to (in shares)	42,989,195	21,298,849	20,688,439

NET INCOME (LOSS) PER COMMON SHARE (“EPS”) - Antidilutive (Details) - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Convertible preferred stock, outstanding (in shares)	0
Warrant
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares subject to (in shares)	17,817	3,886,191	3,886,191
Restricted stock units (RSUs) with performance and/or time-based vesting conditions
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares subject to (in shares)	0	1,857,444	1,820,598
Restricted stock units (RSUs) with time-based vesting conditions
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares subject to (in shares)	71,871	0	0
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares subject to (in shares)	10,641	922,796	819,879
Series A Convertible Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares subject to (in shares)	0	0	2,078,605
Convertible preferred stock, outstanding (in shares)			7,725,045

ACCOUNTS RECEIVABLE, NET AND INVENTORIES - Accounts Receivable, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Receivables [Abstract]
Trade accounts receivable	$ 35,511	$ 20,252
Allowance for doubtful accounts	(1,156)	(918)
Other receivables	7,129	2,292
Total accounts receivable, net	$ 41,484	$ 21,626

ACCOUNTS RECEIVABLE, NET AND INVENTORIES - Inventories (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Receivables [Abstract]
Finished goods	$ 145,298	$ 83,213
Work-in-process	5,967	0
Raw materials	41,399	7,837
Allowance for inventory obsolescence	(3,530)	(2,432)
Total inventories	$ 189,134	$ 88,618

LEASES - Balance Sheet (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Leased assets
Operating lease right-of-use assets	$ 45,245	$ 18,289
Finance lease assets	2,365	383
Lease liabilities
Current, operating leases	7,198	3,701
Current, finance leases	$ 739	$ 159
Current, finance leases [Extensible Enumeration]	Current portion of long-term debt	Current portion of long-term debt
Noncurrent, operating leases	$ 38,595	$ 15,320
Noncurrent, finance leases	$ 1,628	$ 223
Noncurrent, finance leases [Extensible Enumeration]	Long-term debt - net of discount and deferred financing costs of $6,025	Long-term debt - net of discount and deferred financing costs of $6,025
Total lease liabilities	$ 48,160	$ 19,403
Finance lease asset [Extensible Enumeration]	Property, plant and equipment, net	Property, plant and equipment, net

LEASES - Income and Costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Leases [Abstract]
Operating lease costs	$ 6,664	$ 4,260	$ 4,580
Amortization of lease assets	291	257	239
Interest on lease liabilities	33	58	46
Gain on lease termination	0	0	(160)
Sublease income	$ (277)	$ (57)	$ (369)

LEASES - Narrative (Details) ft² in Thousands, $ in Thousands		1 Months Ended		12 Months Ended
	Nov. 12, 2021 USD ($) ft² option	Jan. 31, 2022 USD ($) ft² option	Jul. 31, 2021 USD ($) ft² option	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Leases [Abstract]
Short-term and month-to-month lease expense				$ 2,268	$ 1,406	$ 1,276
Operating lease, other cost				$ 1,957	$ 1,464	$ 1,496
Surrey, British Columbia, Canada
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			$ 230
Monthly payment, final year			$ 293
Cambridge, Ontario, Canada
Lessee, Lease, Description [Line Items]
Rented area (sf) \| ft²	109
Term of contract	120 months
New of renew options \| option	2
Renewal term	5 years
Monthly payment	$ 71
Monthly payment, final year	$ 92
Rent abated term	1 month
Shoemakersville, Pennsylvania \| Subsequent Event
Lessee, Lease, Description [Line Items]
Rented area (sf) \| ft²		303
Term of contract		84 months
New of renew options \| option		1
Renewal term		5 years
Monthly payment		$ 68
Monthly payment, final year		$ 162
Rent abated term		2 months

LEASES - Future Minimum Lease Payment (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Operating
2022	$ 8,569
2023	7,924
2024	7,182
2025	6,442
2026	5,031
Thereafter	16,300
Total rental payments	51,448
Less portion representing interest	5,655
Total principal	45,793
Current, operating leases	7,198	$ 3,701
Long-term portion	38,595	15,320
Finance
2022	830
2023	707
2024	582
2025	441
2026	0
Thereafter	0
Total rental payments	2,560
Less portion representing interest	193
Total principal	2,367
Current, finance leases	739	159
Long-term portion	$ 1,628	$ 223

LEASES - Weighted-Average (Details)	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Leases [Abstract]
Weighted-average remaining lease term in years, operating lease	6 years 9 months 18 days	6 years 9 months 18 days	7 years 6 months
Weighted-average remaining lease term in years, finance lease	3 years 6 months	2 years 2 months 12 days	2 years 4 months 24 days
Weighted-average discount rate, operating lease	3.32%	4.26%	4.50%
Weighted-average discount rate, finance lease	4.62%	5.61%	7.17%

LEASES - Cash Flow (Details) - USD ($) $ in Thousands	12 Months Ended
LEASES - Cash Flow (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Leases [Abstract]
Operating cash flows from operating leases	$ (5,675)	$ (3,917)	$ (4,225)
Operating cash flows from finance leases	(33)	(58)	(43)
Financing cash flows from finance leases	$ (302)	$ (674)	$ (177)

LEASES - Lease Not yet Commenced Maturity (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Leases [Abstract]
2022	$ 542
2023	4,624
2024	4,938
2025	5,322
2026	5,723
Thereafter	30,425
Total rental payments	$ 51,574

PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Gross property, plant, and equipment	$ 58,764	$ 9,363
Less: accumulated depreciation, depletion and amortization	(8,291)	(5,375)
Total property, plant and equipment, net	50,473	3,988
Depreciation, depletion and amortization	4,580	1,625	$ 1,688
Machinery and equipment
Property, Plant and Equipment [Line Items]
Gross property, plant, and equipment	25,177	3,648
Building and improvements
Property, Plant and Equipment [Line Items]
Gross property, plant, and equipment	9,510	190
Land
Property, Plant and Equipment [Line Items]
Gross property, plant, and equipment	6,120	224
Leasehold improvements
Property, Plant and Equipment [Line Items]
Gross property, plant, and equipment	3,207	2,068
Peat bogs and related development
Property, Plant and Equipment [Line Items]
Gross property, plant, and equipment	8,686	0
Computer equipment
Property, Plant and Equipment [Line Items]
Gross property, plant, and equipment	3,197	2,079
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Gross property, plant, and equipment	$ 2,867	$ 1,154

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Payables and Accruals [Abstract]
Accrued compensation and benefits	$ 3,713	$ 9,902
Freight, custom and duty accrual	2,094	2,603
Goods in transit accrual	3,473	3,845
Corporate tax accrual	729	585
Contingent consideration	17,034	0
Other accrued liabilities	6,953	4,680
Total accrued expenses and other current liabilities	$ 33,996	$ 21,615

DEBT - Components (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Debt	$ 121,780	$ 1,036
Current portion of long-term debt	2,263	746
Long-term debt - net of discount and deferred financing costs of $6,025	119,517	290
Total debt	121,780	1,036
Unamortized discount and deferred financing costs	6,025
Term loan
Debt Instrument [Line Items]
Debt	118,975	0
Unamortized discount and deferred financing costs	6,025
Other debt
Debt Instrument [Line Items]
Debt	$ 2,805	$ 1,036

- Definition

Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.

+ References + Details

DEBT - Term Loans (Details) - USD ($)			1 Months Ended	12 Months Ended
DEBT - Term Loans (Details) - USD ($)	Oct. 25, 2021	Dec. 14, 2020	May 31, 2017	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Debt Instrument [Line Items]
Repayments of debt				$ 143,003,000	$ 404,021,000	$ 256,785,000
Loss on debt extinguishment				680,000	$ 907,000	$ 679,000
Long-term debt, gross				$ 125,438,000
Term loan \| Brightwood
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity			$ 75,000,000
Debt instrument, principal payment due quarterly, annual basis, percentage			2.50%
Debt instrument, interest rate during period					10.18%	13.02%
Interest expense, debt					$ 6,892,000	$ 10,151,000
Debt instrument, interest added to principal						7,106,000
Amortization of deferred financing costs					$ 610,000	$ 483,000
Repayments of debt		$ 76,610,000
Loss on debt extinguishment		$ 907,000
Term loan \| Brightwood \| LIBOR \| Net Leverage Ratio Met
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate			7.00%
Term loan \| Brightwood \| LIBOR \| Net Leverage Ratio Not Met
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate			8.50%
Secured Debt \| Senior Term Loan
Debt Instrument [Line Items]
Debt instrument, interest rate during period				1.36%
Interest expense, debt				$ 1,535,000
Amortization of deferred financing costs				$ 165,000
Long-term debt, gross	$ 125,000,000
Debt instrument, call premium rate, year one	2.00%
Debt instrument, call premium rate, year two	1.00%
Debt instrument, call premium rate, after year two	0.00%
Deferred financing costs	$ 6,190,000
Debt instrument, quarterly payment, principal outstanding, percentage	0.25%
Secured Debt \| Senior Term Loan \| LIBOR
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	5.50%
Debt instrument, floor on variable rate	1.00%
Secured Debt \| Senior Term Loan \| Alternative Base Rate
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	4.50%
Debt instrument, floor on variable rate	2.00%

DEBT - Revolving Asset-backed Credit Facilities (Details)				3 Months Ended	12 Months Ended
	Aug. 31, 2021 USD ($)	Mar. 29, 2021 USD ($)	Jul. 11, 2019 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Oct. 31, 2019 USD ($)
Debt Instrument [Line Items]
Loss on debt extinguishment					$ 680,000	$ 907,000	$ 679,000
Debt				$ 121,780,000	121,780,000	1,036,000
Repayments of debt					143,003,000	$ 404,021,000	256,785,000
Convertible Promissory Note
Debt Instrument [Line Items]
Loss on debt extinguishment							$ 288,000
Deferred financing costs								$ 552,000
Revolving Asset-baked Credit Facility \| JPMorgan Credit Facility \| Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity	$ 100,000,000	$ 50,000,000
Line of credit facility, unused capacity, commitment fee percentage	0.25%
Debt instrument, interest rate during period				4.36%
Interest expense, debt				$ 117,000
Amortization of deferred financing costs				206,000
Debt				0	0
Line of credit facility, remaining borrowing capacity				$ 83,619,000	$ 83,619,000
Deferred financing costs		$ 1,226,000
Debt instrument, term		3 years
Line of credit facility, accordion feature, increase limit		$ 25,000,000
Line of credit facility, accordion feature, withdrawal limit increments		5,000,000
Line of credit facility, maximum borrowing capacity with accordion feature		$ 75,000,000
Covenant , minimum fixed charge coverage ratio multiplier				1.1	1.1
Covenant , minimum fixed charge coverage ratio, term					12 months
Revolving Asset-baked Credit Facility \| JPMorgan Credit Facility \| Revolving Credit Facility \| LIBOR
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	1.95%
Debt instrument, floor on variable rate	0.00%
Revolving Asset-baked Credit Facility \| Encina Obligors
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity			$ 45,000,000
Debt instrument, payment due, period before scheduled maturity date			90 days
Line of credit facility, unused capacity, commitment fee percentage			0.50%
Debt instrument, default, interest rate, increase (decrease)			2.00%
Debt instrument, interest rate during period						9.27%	9.86%
Interest expense, debt					$ 82,000	$ 2,248,000	$ 2,161,000
Amortization of deferred financing costs						318,000	228,000
Loss on debt extinguishment					$ 680,000		$ 391,000
Debt						0
Repayments of debt						33,353,000
Line of credit facility, remaining borrowing capacity						$ 34,521,000
Revolving Asset-baked Credit Facility \| Encina Obligors \| Canada
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity			$ 15,000,000
Revolving Asset-baked Credit Facility \| Encina Obligors \| LIBOR \| Minimum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate			3.75%
Revolving Asset-baked Credit Facility \| Encina Obligors \| LIBOR \| Maximum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate			5.50%
Revolving Asset-baked Credit Facility \| Encina Obligors \| Base Rate \| Minimum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate			3.75%
Revolving Asset-baked Credit Facility \| Encina Obligors \| Base Rate \| Maximum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate			5.50%
Bridge Loan \| Encina Obligors
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity			$ 2,000,000

DEBT - Note under Paycheck Protection Program (Details) - USD ($) $ in Thousands		1 Months Ended	12 Months Ended
	Dec. 15, 2020	Apr. 30, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Debt Instrument [Line Items]
Borrowings from PPP Loan			$ 0	$ 3,274	$ 0
Repayments of debt			$ 143,003	404,021	$ 256,785
Paycheck Protection Program Loan, CARES ACT
Debt Instrument [Line Items]
Borrowings from PPP Loan		$ 3,274
Interest expense, debt				$ 22
Repayments of debt	$ 3,296

DEBT - Debt Convertible Into Preferred Stock (Details) - USD ($) $ in Thousands	2 Months Ended	12 Months Ended
	Oct. 31, 2019	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Debt Instrument [Line Items]
Proceeds from issuance of term loan, net of discount and issuance costs		$ 119,879	$ 0	$ 0
Automatic conversion feature	$ 5,000
Converted instrument, amount				$ 7,532
Converted instrument, shares issued (in shares)				2,182,083
Loss on debt extinguishment		$ 680	$ 907	$ 679
Convertible Promissory Note
Debt Instrument [Line Items]
Proceeds from issuance of term loan, net of discount and issuance costs	7,532
Issuance costs	$ 552
Interest rate	6.00%
Interest payable				105
Loss on debt extinguishment				$ 288

DEBT - Future Principal Payments (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Debt Disclosure [Abstract]
2022	$ 1,524
2023	1,307
2024	1,268
2025	1,270
2026	1,270
Thereafter	118,799
Total debt	$ 125,438

DEBT - Future Principal Payments Reconciliation (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Finance
Current, finance leases	$ 739	$ 159
Noncurrent, finance leases	1,628	$ 223
Total principal	2,367
Debt
Current portion of long-term debt	1,524
Long-term debt	123,914
Total debt	125,438
Current portion of long-term debt	2,263
Long-term debt	125,542
Total payments due	$ 127,805

STOCKHOLDERS’ EQUITY - Capital Stock (Details) - shares	Dec. 31, 2021	Dec. 31, 2020	Nov. 30, 2020
Class of Stock [Line Items]
Convertible preferred stock, authorized (in shares)	50,000,000
Convertible preferred stock, outstanding (in shares)	0
Common stock, shares authorized (in shares)	300,000,000	300,000,000
Common stock, shares outstanding (in shares)	44,618,357	33,499,953
2020 Employee, Director, and Consultant Equity Incentive Plan
Class of Stock [Line Items]
Capital shares reserved for future issuance (in shares)	2,118,067		2,284,053
Warrant
Class of Stock [Line Items]
Capital shares reserved for future issuance (in shares)	17,817
Restricted stock units
Class of Stock [Line Items]
Capital shares reserved for future issuance (in shares)	1,087,608
Stock options
Class of Stock [Line Items]
Capital shares reserved for future issuance (in shares)	720,549

STOCKHOLDERS’ EQUITY - Convertible Preferred Stock (Details) - USD ($) $ in Thousands		1 Months Ended		2 Months Ended	12 Months Ended
	Dec. 14, 2020	Dec. 31, 2020	Dec. 31, 2019	Feb. 29, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Class of Stock [Line Items]
Proceeds from issuance of Series A Convertible Preferred Stock, net of issuance costs					$ 0	$ 3,792	$ 14,165
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				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			$ 1,274
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

STOCKHOLDERS’ EQUITY - Warrant Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands		7 Months Ended	12 Months Ended
	Jul. 19, 2021	Jul. 18, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Class of Warrant or Right [Line Items]
Exercise price (in dollars per share)			$ 11.27
Proceeds from exercises of investor warrants			$ 56,778	$ 0	$ 0
Common Stock
Class of Warrant or Right [Line Items]
Number of securities called by warrants or rights (in shares)			517,067
Investor Warrants
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		$ 56,778
Warrant solicitation fee expense, percentage of net cash proceeds solicited by placement agents on certain warrants following call for redemption			5.00%
Investor Warrants \| Selling, General and Administrative Expenses
Class of Warrant or Right [Line Items]
Warrant solicitation fee expense			$ 1,949
Investor Warrants \| Common Stock
Class of Warrant or Right [Line Items]
Number of securities called by each warrant or right (in shares)	0.5
Number of consecutive trading days prior to notice of redemption	20 days
Investor Warrants \| Common Stock \| Minimum
Class of Warrant or Right [Line Items]
Share price (in dollars per share)	$ 25.28
Investor Warrants, Placement Agents, $16.86
Class of Warrant or Right [Line Items]
Exercise price (in dollars per share)			$ 16.86
Warrants exercised (in shares)			166,343
Number of securities called by warrants or rights (in shares)			172,351
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)			129,265
Investor Warrants, Placement Agents, $8.43
Class of Warrant or Right [Line Items]
Exercise price (in dollars per share)			$ 8.43
Warrants exercised (in shares)			332,907
Number of securities called by warrants or rights (in shares)			344,716
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)			289,368

STOCKHOLDERS’ EQUITY - Outstanding Warrants (Details)	Dec. 31, 2021 $ / shares shares
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares) \| shares	17,817
Exercise price (in dollars per share) \| $ / shares	$ 11.27
Investor Warrants, Placement Agents, $8.43
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares) \| shares	11,809
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	6,008
Exercise price (in dollars per share) \| $ / shares	$ 16.86

STOCK-BASED COMPENSATION - Narrative (Details)		1 Months Ended		11 Months Ended	12 Months Ended
STOCK-BASED COMPENSATION - Narrative (Details)	Dec. 14, 2020 USD ($)	Jul. 31, 2021 shares	Nov. 30, 2020 shares	Dec. 08, 2020 USD ($)	Dec. 31, 2021 USD ($) plan shares	Dec. 31, 2020 USD ($) shares	Dec. 31, 2019 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of equity plans maintained \| plan					3
Tax withholding obligation, share based compensation					$ 9,000
Payment, tax withholding, share-based payment arrangement					$ 20,025,000	$ 0	$ 0
Share-based payment arrangement, expense, tax benefit							0
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration period					10 years
Compensation expense					$ 440,000	206,000	208,000
Cost not yet recognized, amount					$ 919,000
Cost not yet recognized, period for recognition					1 year 11 months 15 days
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration period					10 years
Compensation expense	$ 2,967,000				$ 4,566,000	$ 8,689,000	0
Shares withheld for payroll taxes related to vesting of restricted stock units (in shares) \| shares					268,867	239,702
Shares issued for share based compensation arrangements (in shares) \| shares					851,741	718,928
Tax withholding obligation, share based compensation						$ 6,089,000
Vested (in shares) \| shares					851,741
Unvested (in shares) \| shares					1,087,608	1,857,444
Granted (in shares) \| shares					81,905
Payment, tax withholding, share-based payment arrangement					$ 13,936,000
Vested in period, fair value					6,090,000	$ 4,598,000	$ 0
Cost not yet recognized, amount					$ 7,997,000
Cost not yet recognized, period for recognition					1 year 7 months 24 days
Restricted stock units \| Former Member of the Board
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense	$ 3,180,000
Vested (in shares) \| shares		148,315
Unvested (in shares) \| shares					111,236
Granted (in shares) \| shares					0
Restricted stock units with performance based vesting conditions on a qualifying liquidity event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense				$ 0
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					2,118,067
Capital shares reserved for future issuance (in shares) \| shares			2,284,053		2,118,067
Percentage of outstanding stock maximum			4.00%
2020 Employee, Director, and Consultant Equity Incentive Plan \| Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Purchase price of common stock, percent			100.00%
Expiration period			10 years

STOCK-BASED COMPENSATION - RSU Activity (Details) - Restricted stock units	12 Months Ended
	Dec. 31, 2021 $ / shares shares
Number of RSUs
Balance, beginning (in shares) \| shares	1,857,444
Granted (in shares) \| shares	81,905
Vested (in shares) \| shares	(851,741)
Balance, ending (in shares) \| shares	1,087,608
Weighted average grant date fair value
Balance, beginning (in dollars per shares) \| $ / shares	$ 6.55
Granted (in dollars per share) \| $ / shares	54.72
Vested (in dollars per share) \| $ / shares	7.15
Balance, ending (in dollars shares) \| $ / shares	$ 9.71

STOCK-BASED COMPENSATION - Stock Option Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Number
Balance, outstanding, beginning (in shares)	922,796
Granted (in shares)	10,641
Exercised (in shares)	(186,633)
Cancelled (in shares)	(510)
Forfeited (in shares)	(25,745)
Balance, outstanding, ending (in shares)	720,549	922,796
Exercisable (in shares)	518,034
Unvested (in shares)	202,515
Vested and expected to vest (in shares)	720,549
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)	8.54
Cancelled (in dollars per share)	8.43
Forfeited (in dollars per share)	10.26
Balance, outstanding, ending (in dollars per share)	9.57	$ 8.81
Exercisable (in dollars per share)	8.57
Unvested (in dollars per share)	12.13
Vested and expected to vest (in dollars per share)	9.57
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)	0.96
Cancelled (in dollars per share)	0.70
Forfeited (in dollars per share)	5.67
Balance, outstanding, ending (in dollars per share)	2.21	$ 1.78
Exercisable (in dollars per share)	1.10
Unvested (in dollars per share)	5.04
Vested and expected to vest (in dollars per share)	$ 2.21
Weighted average remaining contractual term (years)
Outstanding, term	7 years 4 months 13 days	8 years 29 days
Exercisable, term	7 years 3 months
Unvested, term	1 year 11 months 15 days
Vested and expected to vest, term	7 years 4 months 13 days

STOCK-BASED COMPENSATION - Assumptions (Details) - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dividend yield	0.00%
Stock options
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%		30.00%
Risk-free rate	0.85%
Dividend yield	0.00%	0.00%	0.00%
Expected term in years	6 years
Stock options \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Estimated weighted-average fair value per stock option (in dollars per share)		$ 6.07	$ 4.82
Volatility		45.00%
Risk-free rate		0.03%	1.37%
Expected term in years		5 years	5 years
Stock options \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Estimated weighted-average fair value per stock option (in dollars per share)		$ 17.85	$ 6.07
Volatility		55.00%
Risk-free rate		0.89%	2.49%
Expected term in years		5 years 7 months 9 days	5 years 7 months 13 days

INCOME TAXES - Loss From Continuing Operations Before Tax (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
United States	$ (9,262)	$ (9,908)	$ (30,409)
Foreign	3,541	3,211	(10,365)
Loss before tax	$ (5,721)	$ (6,697)	$ (40,774)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 940
-SubTopic 20
-Section 25
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=123384075&loc=d3e41242-110953

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(10))
-URI http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(8))
-URI http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 235
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-URI http://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8924-108599

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(15))
-URI http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

+ Details

INCOME TAXES - Components of Income Tax (Benefit) Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Current:
Federal	$ 0	$ 0	$ 0
State	72	91	18
Foreign	1,787	433	9
Total current	1,859	524	27
Deferred:
Federal	(18,275)	0	0
State	(1,962)	0	0
Foreign	(759)	52	(718)
Total deferred	(20,996)	52	(718)
Total income tax (benefit) expense	$ (19,137)	$ 576	$ (691)

INCOME TAXES - Reconciliation of Income Tax (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
U.S. federal tax benefit at statutory rate	$ (1,201)	$ (1,406)	$ (8,563)
State income taxes, net	68	(171)	(1,247)
Permanent items	542	19	89
Global intangible low-taxed income	972	866	0
Foreign rate differential	1,032	854	(891)
162(m) officers compensation	6,969	3,514	0
Share-based compensation	(8,118)	(2,834)	0
Deferred adjustments	67	(230)	563
Transaction costs	2,290	90	0
Other, net	(973)	0	0
Valuation allowance	(20,785)	(126)	9,358
Total income tax (benefit) expense	$ (19,137)	$ 576	$ (691)

INCOME TAXES - Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets
Lease liabilities	$ 11,714	$ 4,838
Accrued expenses	1,215	1,245
Share-based compensation	460	979
Intangible assets	0	9,546
Net operating loss	19,543	17,152
Inventories	4,948	2,548
Interest expense	2,154	3,556
Other	1,243	0
Deferred tax assets	41,277	39,864
Valuation allowance	(14,892)	(34,434)
Total deferred tax assets	26,385	5,430
Deferred tax liabilities
Intangible assets	(17,526)	0
Property, plant and equipment	(2,518)	(432)
Operating lease right-of-use assets	(11,579)	(4,657)
Total deferred tax liabilities	(31,623)	(5,089)
Net deferred tax (liability) asset	(5,238)
Net deferred tax (liability) asset		341
Other long-term assets - deferred tax assets	393	341
Long-term deferred tax liabilities	$ (5,631)	$ 0

INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Contingency [Line Items]
Operating loss carryforwards, not subject to expiration	$ 62,000
Valuation allowance	(20,785)	$ (126)	$ 9,358
Valuation allowance, deferred tax asset, decrease, amount	19,542
H&G
Income Tax Contingency [Line Items]
Valuation allowance	20,785
Federal
Income Tax Contingency [Line Items]
Operating loss carryforwards	74,900
State
Income Tax Contingency [Line Items]
Operating loss carryforwards	56,900
Foreign
Income Tax Contingency [Line Items]
Operating loss carryforwards	$ 1,000	$ 3,000

COMMITMENTS AND CONTINGENCIES, AND RELATED PARTY TRANSACTIONS (Details) $ in Thousands	1 Months Ended	12 Months Ended
	Jul. 31, 2021 shares	Dec. 31, 2021 USD ($) lease	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Related Party Transaction [Line Items]
Operating lease, expense		$ 5,660	$ 3,469	$ 3,650
Restricted stock units \| Chief Executive Officer
Related Party Transaction [Line Items]
Stock issued during period, shares, issued for services (in shares) \| shares	296,630
Director
Related Party Transaction [Line Items]
Operating lease, expense		$ 149
Operating lease, number of existing leases \| lease		2
Petaluma, California
Related Party Transaction [Line Items]
Operating lease, expense		$ 639	$ 1,278	$ 1,445

IMPAIRMENT, RESTRUCTURING AND OTHER (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Restructuring and Related Activities [Abstract]
Impairment, restructuring and other	$ 297	$ 860	$ 10,035
Impairment of intangible assets of canadian customer relationship			$ 5,390

FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Jul. 01, 2021	May 03, 2021	Dec. 31, 2020	Dec. 31, 2019
Assets
Cash and cash equivalents	$ 26,607			$ 75,178	$ 22,866
Restricted cash	1,777			1,777
Notes receivable	622			3,151
Heavy 16
Liabilities
Contingent consideration			$ 344
Aurora
Liabilities
Contingent consideration		$ 19,300
Carrying Amount \| Level 1
Assets
Cash and cash equivalents	26,607			75,178
Restricted cash	1,777			1,777
Carrying Amount \| Level 3
Assets
Notes receivable	3,111			3,151
Carrying Amount \| Level 3 \| Revolving Asset-baked Credit Facility \| JPMorgan Credit Facility
Liabilities
Debt	0
Carrying Amount \| Level 3 \| Revolving Asset-baked Credit Facility \| Encina Obligors
Liabilities
Debt				0
Carrying Amount \| Level 3 \| Other debt
Liabilities
Debt	2,805			1,036
Carrying Amount \| Level 3 \| Heavy 16
Liabilities
Contingent consideration	200
Carrying Amount \| Level 3 \| Aurora
Liabilities
Contingent consideration	16,834
Carrying Amount \| Level 2 \| Term Loan
Liabilities
Debt	125,000
Estimated Fair Value \| Level 1
Assets
Cash and cash equivalents	26,607			75,178
Restricted cash	1,777			1,777
Estimated Fair Value \| Level 3
Assets
Notes receivable	3,111			3,151
Estimated Fair Value \| Level 3 \| Revolving Asset-baked Credit Facility \| JPMorgan Credit Facility
Liabilities
Debt	0
Estimated Fair Value \| Level 3 \| Revolving Asset-baked Credit Facility \| Encina Obligors
Liabilities
Debt				0
Estimated Fair Value \| Level 3 \| Other debt
Liabilities
Debt	2,805			$ 1,036
Estimated Fair Value \| Level 3 \| Heavy 16
Liabilities
Contingent consideration	200
Estimated Fair Value \| Level 3 \| Aurora
Liabilities
Contingent consideration	16,834
Estimated Fair Value \| Level 2 \| Term Loan
Liabilities
Debt	$ 121,250

Schedule II – Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Allowance for doubtful accounts
Accounts Receivable Reserves and Allowances:
Balance as of beginning of year	$ 918	$ 1,776	$ 1,227
Provisions/(Benefit)	(110)	83	933
Other/Deductions	348	(941)	(384)
Balance as of end of year	1,156	918	1,776
Allowance for inventory obsolescence
Accounts Receivable Reserves and Allowances:
Balance as of beginning of year	2,432	3,822	3,219
Provisions/(Benefit)	1,201	(803)	707
Other/Deductions	(103)	(587)	(104)
Balance as of end of year	$ 3,530	$ 2,432	$ 3,822