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hyfm-20220930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For transition period from to

Commission File Number: 001-39773

Hydrofarm Holdings Group, Inc.

(Exact name of registrant as specified in its charter)


Delaware						81-4895761
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)

1510 Main Street

Shoemakersville, Pennsylvania 19555

(707) 765-9990

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.0001 par value per share

HYFM

Nasdaq Global Select Market

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

As of October 31, 2022, the registrant had 45,170,429 shares of common stock, $0.0001 par value per share, outstanding.

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		Page
Part I - Financial Information
Item 1.	Financial Statements	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations	2
	Condensed Consolidated Statements of Comprehensive Income (Loss)	3
	Condensed Consolidated Statements of Changes in Stockholders' Equity	4
	Condensed Consolidated Statements of Cash Flows	6
	Notes to the Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4.	Controls and Procedures	37

Part II - Other Information
Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 3.	Defaults Upon Senior Securities	39
Item 4.	Mine Safety Disclosures	39
Item 5.	Other Information	39
Item 6.	Exhibits	40
	Signatures	41

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements concerning our business strategy and plans, future operating results and financial position, as well as our objectives and expectations for our future operations, are forward-looking statements.

In some cases, you can identify forward-looking statements by such terminology as “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “plan,” “expect” and similar expressions that convey uncertainty of future events or outcomes, although not all forward-looking statements contain these words. Forward-looking statements include, but are not limited to, statements about:

•industry conditions, including oversupply and decreasing prices of our customers' products which, in turn, has materially adversely impacted our sales and other results of operations and which may continue to do so in the future;

•the potential for future charges associated with the impairment of our long-lived assets, inventory allowances and purchase commitment losses, and accounts receivable reserves;

•our liquidity;

•potential dilution that may result from equity financings while our stock prices are depressed;

•general economic and financial conditions, specifically in the United States and Canada;

•the conditions impacting our customers, including related crop prices and other factors impacting growers;

•the adverse effects of public health epidemics, including the COVID-19 pandemic, on our business, results of operations and financial condition;

•interruptions in our supply chain;

•federal and state legislation and regulations pertaining to the use and cultivation of cannabis in the United States and Canada;

•public perceptions and acceptance of cannabis use;

•fluctuations in the price of various crops and other factors affecting growers;

•the results of our recent acquisitions and strategic alliances;

•our long-term non-cancellable leases under which many of our facilities operate, and our ability to renew or terminate our leases;

•our reliance on, and relationships with, a limited base of key suppliers for certain products;

•our ability to keep pace with technological advances;

•our ability to execute our e-commerce business;

•the costs of being a public company;

•our ability to successfully identify appropriate acquisition targets, successfully acquire identified targets or successfully integrate the business of acquired companies;

•the success of our marketing activities;

•a disruption or breach of our information technology systems or cyber-attack;

•our current level of indebtedness;

•our dependence on third parties;

•any change to our reputation or to the reputation of our products;

•the performance of third parties on which we depend;

•the fluctuation in the prices of the products we distribute;

•competitive industry pressures;

•the consolidation of our industry;

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•compliance with environmental, health and safety laws;

•our ability to protect and defend against litigation, including claims related to intellectual property and proprietary rights;

•product shortages and relationships with key suppliers;

•our ability to attract key employees;

•the volatility of the price of our common stock;

•the marketability of our common stock; and

•other risks and uncertainties, including those listed in “Risk Factors.”

We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, prospects, and financial needs. These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q and are subject to a number of risks, uncertainties and assumptions described in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. We disclaim any intention or obligation to publicly update or revise any forward-looking statements for any reason or to conform such statements to actual results or revised expectations, except as required by law.

“Hydrofarm” and other trade names and trademarks of ours appearing in this Quarterly Report on Form 10-Q are our property. This Quarterly Report on Form 10-Q contains trade names and trademarks of other companies, which are the property of their respective owners. We do not intend our use or display of other companies’ trade names or trademarks to imply an endorsement or sponsorship of us by such companies, or any relationship with any of these companies.

Unless the context otherwise indicates, references in this Quarterly Report on Form 10-Q to the terms “Hydrofarm”, “the Company,” “we,” “our” and “us” refer to Hydrofarm Holdings Group, Inc. and its subsidiaries.

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Hydrofarm Holdings Group, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In thousands, except share and per share amounts)


	September 30,		December 31,
	2022		2021
Assets
Current assets:
Cash and cash equivalents	$	16,493	$	26,607
Restricted cash	—		1,777
Accounts receivable, net	23,800		41,484
Inventories	137,035		189,134
Note receivable	475		622
Prepaid expenses and other current assets	8,852		9,760
Total current assets	186,655		269,384
Property, plant and equipment, net	51,224		50,473
Operating lease right-of-use assets	49,251		45,245
Goodwill	—		204,868
Intangible assets, net	306,168		314,819
Other assets	3,976		6,453
Total assets	$	597,274	$	891,242
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	19,044	$	26,685
Accrued expenses and other current liabilities	12,505		33,996
Deferred revenue	7,066		18,273
Current portion of lease liabilities	8,009		7,198
Current portion of long-term debt	2,101		2,263
Total current liabilities	48,725		88,415
Long-term lease liabilities	42,710		38,595
Long-term debt	118,807		119,517
Deferred tax liabilities	—		5,631
Other long-term liabilities	4,527		3,904
Total liabilities	214,769		256,062
Commitments and contingencies (Note 13)
Stockholders’ equity
Common stock ($0.0001 par value; 300,000,000 shares authorized; 45,125,768 and 44,618,357 shares issued and outstanding at September 30, 2022, and December 31, 2021, respectively)	5		4
Additional paid-in capital	781,430		777,074
Accumulated other comprehensive loss	(8,267)		(1,382)
Accumulated deficit	(390,663)		(140,516)
Total stockholders’ equity	382,505		635,180
Total liabilities and stockholders’ equity	$	597,274	$	891,242

The accompanying notes are an integral part of the condensed consolidated financial statements.

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Hydrofarm Holdings Group, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(In thousands, except share and per share amounts)


	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Net sales	$	74,155	$	123,822	$	283,040	$	369,011
Cost of goods sold	68,291		93,833		253,231		286,209
Gross profit	5,864		29,989		29,809		82,802
Operating expenses:
Selling, general and administrative	26,186		32,395		92,407		76,495
Impairments	—		—		192,328		—
(Loss) income from operations	(20,322)		(2,406)		(254,926)		6,307
Interest expense	(3,073)		(132)		(7,863)		(276)
Loss on debt extinguishment	—		—		—		(680)
Other income (expense), net	615		(41)		971		86
(Loss) income before tax	(22,780)		(2,579)		(261,818)		5,437
Income tax (expense) benefit	(759)		19,844		11,671		19,025
Net (loss) income	$	(23,539)	$	17,265	$	(250,147)	$	24,462


Net (loss) income per share:
Basic	$	(0.52)	$	0.39	$	(5.57)	$	0.64
Diluted	$	(0.52)	$	0.37	$	(5.57)	$	0.58
Weighted-average shares of common stock outstanding:
Basic	45,089,286		43,760,975		44,907,355		38,497,925
Diluted	45,089,286		46,288,075		44,907,355		42,494,624

The accompanying notes are an integral part of the condensed consolidated financial statements.

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Hydrofarm Holdings Group, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (UNAUDITED)

(In thousands)


	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Net (loss) income	$	(23,539)	$	17,265	$	(250,147)	$	24,462
Other comprehensive loss:
Foreign currency translation loss	(4,714)		(2,640)		(6,885)		(2,037)
Total comprehensive (loss) income	$	(28,253)	$	14,625	$	(257,032)	$	22,425

The accompanying notes are an integral part of the condensed consolidated financial statements.

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Hydrofarm Holdings Group, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

(In thousands, except for share amounts)


	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount
Balance, June 30, 2021	41,296,585	$	4	$	707,690	$	1,202	$	(146,735)	$	562,161
Common stock issued upon exercise of options	23,464	—		198		—		—		198
Issuance of common stock for vesting of restricted stock units	287,236	—		—		—		—		—
Shares repurchased for withholding tax on restricted stock units	(57,709)	—		(2,984)		—		—		(2,984)
Issuance of common stock under cashless warrant exercise	77,047	—		—		—		—		—
Issuance of common stock under investor warrant exercise	2,016,117	—		33,992		—		—		33,992
Issuance of common stock in connection with business combination	456,499	—		25,824		—		—		25,824
Stock-based compensation expense	—	—		1,226		—		—		1,226
Net income	—	—		—		—		17,265		17,265
Foreign currency translation loss	—	—		—		(2,640)		—		(2,640)
Balance, September 30, 2021	44,099,239	$	4	$	765,946	$	(1,438)	$	(129,470)	$	635,042
Balance, June 30, 2022	45,011,652	$	4	$	779,911	$	(3,553)	$	(367,124)	$	409,238

Issuance of common stock for vesting of restricted stock units	159,526	1		—		—		—		1
Shares repurchased for withholding tax on restricted stock units	(45,410)	—		(149)		—		—		(149)

Stock-based compensation expense	—	—		1,668		—		—		1,668
Net loss	—	—		—		—		(23,539)		(23,539)
Foreign currency translation loss	—	—		—		(4,714)		—		(4,714)
Balance, September 30, 2022	45,125,768	$	5	$	781,430	$	(8,267)	$	(390,663)	$	382,505

The accompanying notes are an integral part of the condensed consolidated financial statements.

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Hydrofarm Holdings Group, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

(In thousands, except for share amounts)


	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount
Balance, January 1, 2021	33,499,953	$	3	$	364,248	$	599	$	(153,932)	$	210,918
Common stock issued upon exercise of options	125,411	—		1,057		—		—		1,057
Issuance of common stock for vesting of restricted stock units	652,983	—		—		—		—		—
Shares repurchased for withholding tax on restricted stock units	(204,369)	—		(11,805)		—		—		(11,805)
Issuance of common stock under cashless warrant exercise	418,309	—		—		—		—		—
Issuance of common stock under investor warrant exercise	3,367,647	—		56,779		—		—		56,779
Issuance of common stock in connection with follow-on public offering, net of offering costs of $16,303	5,526,861	1		309,781		—		—		309,782
Issuance of common stock in connection with business combination	712,444	—		42,560		—		—		42,560
Stock-based compensation expense	—	—		3,326		—		—		3,326
Net income	—	—		—		—		24,462		24,462
Foreign currency translation loss	—	—		—		(2,037)		—		(2,037)
Balance, September 30, 2021	44,099,239	$	4	$	765,946	$	(1,438)	$	(129,470)	$	635,042
Balance, January 1, 2022	44,618,357	$	4	$	777,074	$	(1,382)	$	(140,516)	$	635,180
Common stock issued upon exercise of options	8,283	—		75		—		—		75
Issuance of common stock for vesting of restricted stock units	699,704	1		—		—		—		1
Shares repurchased for withholding tax on restricted stock units	(200,675)	—		(2,368)		—		—		(2,368)
Issuance of common stock under cashless warrant exercise	99	—		—		—		—		—
Stock-based compensation expense	—	—		6,649		—		—		6,649
Net loss	—	—		—		—		(250,147)		(250,147)
Foreign currency translation loss	—	—		—		(6,885)		—		(6,885)
Balance, September 30, 2022	45,125,768	$	5	$	781,430	$	(8,267)	$	(390,663)	$	382,505

The accompanying notes are an integral part of the condensed consolidated financial statements.

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Hydrofarm Holdings Group, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In thousands)


	Nine months ended September 30,
	2022		2021
Operating activities
Net (loss) income	$	(250,147)	$	24,462
Adjustments to reconcile net (loss) income to net cash from (used in) operating activities:
Depreciation, depletion and amortization	33,215		8,638
Provision for inventory obsolescence	16,348		1,052
Stock-based compensation expense	6,649		3,326
Non-cash operating lease expense	7,275		3,678
Impairments	192,328		—
Change in fair value of contingent consideration	(1,560)		(126)
Deferred income tax benefit	(12,387)		(21,252)
Other	1,064		434
Changes in assets and liabilities:
Accounts receivable	13,135		(1,740)
Inventories	37,146		(51,071)
Prepaid expenses and other current assets	(42)		2,350
Other assets	(76)		(2,567)
Accounts payable	(6,542)		(362)
Accrued expenses and other current liabilities	(4,462)		16,505
Deferred revenue	(10,971)		2,190
Lease liabilities	(5,328)		(3,118)
Other long-term liabilities	(155)		91
Net cash from (used in) operating activities	15,490		(17,510)
Investing activities
Business combinations, net of cash and cash equivalents	190		(415,918)
Purchases of property, plant and equipment	(7,113)		(3,069)
Other	(463)		(420)
Net cash used in investing activities	(7,386)		(419,407)
Financing activities
Proceeds from issuance of common stock upon follow-on public offering, net of offering costs	—		309,781
Proceeds from exercises of investor warrants	—		56,779
Payment of withholding tax related to restricted stock units	(2,381)		(17,894)
Borrowings under revolving credit facilities	773		96,970
Repayments of revolving credit facilities	(891)		(70,680)
Repayments of Term Loan	(938)		—
Payments to settle contingent consideration	(15,574)		—
Other	(469)		(509)
Net cash (used in) from financing activities	(19,480)		374,447
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(515)		(29)
Net decrease in cash, cash equivalents and restricted cash	(11,891)		(62,499)
Cash, cash equivalents and restricted cash at beginning of period	28,384		76,955
Cash, cash equivalents and restricted cash at end of period	$	16,493	$	14,456

The accompanying notes are an integral part of the condensed consolidated financial statements.

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Hydrofarm Holdings Group, Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(dollars in thousands, except share and per share amounts)

1. 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 controlled environment agriculture (“CEA”, principally hydroponics) equipment and supplies, including a broad portfolio of proprietary branded products. Products offered include agricultural lighting devices, indoor climate control equipment, hydroponics and nutrients, and plant additives used to grow, farm and cultivate cannabis, flowers, fruits, plants, vegetables, grains and herbs in controlled environment settings that allow end users to control key farming variables including temperature, humidity, CO2, light intensity and color, nutrient concentration and pH.

Initial public offering and follow-on 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.

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 approximately $309,782 from the follow-on offering after deducting underwriting discounts and commissions and offering expenses.

2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the requirements of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These condensed consolidated financial statements have been prepared on the same basis as the Company's annual consolidated financial statements and, in the opinion of management, reflect all normal and recurring adjustments which are necessary for the fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2022, or for any other interim period or for any other future year. All intercompany balances and transactions have been eliminated in consolidation. The Company reclassified the balance within "Impairment, restructuring and other" on the condensed consolidated statements of operations for the prior period into "Selling, general and administrative expenses" to conform to the current period presentation. The Company reclassified the balance of customer deposits, totaling $18,273 as of December 31, 2021, previously reported in "accounts payable" into "deferred revenue" in the condensed consolidated balance sheet as of December 31, 2021, to conform to the current period presentation. Consistent with the reclassifications on the condensed consolidated balance sheet, the Company made corresponding reclassifications to conform with the current period presentation in the condensed consolidated statement of cash flows.

The condensed consolidated balance sheet as of December 31, 2021, has been derived from the audited consolidated financial statements of the Company, which is included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021 ("2021 Annual Report"). These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the 2021 Annual Report.

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Hydrofarm Holdings Group, Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(dollars in thousands, except share and per share amounts)

Use of estimates

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

Business combinations

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

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

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

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

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

Segment and entity-wide information

Segment information

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

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Hydrofarm Holdings Group, Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(dollars in thousands, except share and per share amounts)

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

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

Entity-wide information

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


	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
United States	$	61,234	$	104,623	$	233,328	$	306,651
Canada	13,605		21,268		54,444		67,364
Intersegment eliminations	(684)		(2,069)		(4,732)		(5,004)
Total consolidated net sales	$	74,155	$	123,822	$	283,040	$	369,011




	September 30, 2022		December 31, 2021
United States	$	82,419	$	85,167
Canada	18,056		10,551
Total property, plant and equipment, and operating lease right-of-use assets, net	$	100,475	$	95,718

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.

Note receivable

In 2019, the Company executed a note receivable secured by equipment to a third-party, the terms of which were amended and restated during the first quarter of 2021. The note receivable provided for interest and installment payments to the Company, and full maturity of the note in 2024. During the first quarter of 2022 the third-party defaulted on interest payments, and the Company measured an impairment on the note receivable based on the estimated fair value of the collateral. The Company recorded impairment losses of zero and $2,636 during the three and nine months ended September 30, 2022, respectively, in “Impairments” on the condensed consolidated statements of operations. There were no impairment losses recorded in the three and nine months ended September 30, 2021. As of September 30, 2022, the note receivable carrying value was $475.

Revenue recognition

The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”) which requires that revenue recognized from contracts with customers be disaggregated into categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The Company has determined that revenue is generated from one category, which is the distribution and manufacture of controlled environment agriculture equipment and supplies.

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 reported is comprised of fixed consideration and variable consideration which includes applicable

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volume rebates, cash discounts and sales returns and allowances. Variable consideration is estimated and recorded at the time of sale.

The amount billed to customers for shipping and handling costs included in net sales was $3,103 and $10,661 during the three and nine months ended September 30, 2022, respectively, and $2,242 and $5,170 during the three and nine months ended September 30, 2021, 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 deferred revenue in the condensed consolidated balance sheets, totaled $7,066 and $18,273 as of September 30, 2022, and December 31, 2021, 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.

Intangible assets and goodwill

Definite-lived intangible assets are amortized using the straight-line method over their estimated useful lives. The Company has one trade name that is considered to have an indefinite useful life. Intangible assets with finite lives are reviewed for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable.

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 U.S. 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.

Primarily due to a sustained decline in the Company's market value of common stock and market conditions, the Company identified a triggering event requiring a test for impairment as of June 30, 2022. As a result of the triggering event and subsequent testing for impairment, the Company fully impaired its Goodwill to zero as of June 30, 2022, but determined that no impairment was needed for intangible assets. During the three months ended September 30, 2022, the Company assessed whether a triggering event had occurred which would again require testing the intangible assets for impairment, however, no triggering event was identified. Refer to Note 4 - Goodwill and Intangible Assets, Net for additional details.

Income taxes—interim tax provision

The Company recorded income tax expense and an income tax benefit of $759 and $11,671 for the three and nine months ended September 30, 2022, respectively. The effective income tax rate for the three months ended September 30, 2022, was (3.3%). Given the Company's valuation allowances, there was no significant income tax benefit recorded from the pre-tax loss during the three months ended September 30, 2022, and the Company recorded tax expense in certain profitable jurisdictions. The Company's effective income tax rate was 4.5% for the nine months ended September 30, 2022, and differs from the federal statutory rate of 21% primarily due to the impairment of goodwill for certain 2021 acquisitions which was not deductible for U.S. tax purposes, increases in the Company's valuation allowance on U.S. deferred tax assets, and the establishment of a valuation allowance for Canadian deferred tax assets. As described in Note 4 - Goodwill and Intangible Assets, Net, during the three months ended June 30, 2022, the Company fully impaired the goodwill associated with all 2021 acquisitions. For the nine

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months ended September 30, 2022, the Company recorded discrete income tax benefits of $12,058 relating primarily to measurement period adjustments associated with 2021 acquisitions, and certain tax benefits related to goodwill impairment.

The Company recorded an income tax benefit of $19,844 and $19,025 for the three and nine months ended September 30, 2021, respectively. The Company’s effective tax rate for the nine months ended September 30, 2021, differs from the federal statutory rate of 21% primarily as a result of reducing valuation allowances on the Company's net deferred tax assets due to certain acquisitions in the prior year.

Recent accounting pronouncements

The Company considers the applicability and impact of all Accounting Standards Updates ("ASUs") issued by the FASB. There were no ASUs that were assessed and determined to be applicable or expected to have a material impact on the Company's condensed consolidated financial statements.

3. BUSINESS COMBINATIONS

During 2021, the Company completed five acquisitions of branded manufacturers of CEA products, resulting in a significant expansion of its portfolio of proprietary branded products and specialized manufacturing capabilities. The Company finalized the determination of its allocation of the purchase price relating to these acquisitions as of June 30, 2022.

During the first quarter of 2022, the Company evaluated and adjusted the useful lives of certain intangible assets associated with entities that were acquired during 2021. In addition, the Company determined that the preliminary allocation of assets acquired related to indefinite lived trade names have a finite useful life because the expected usefulness of the trade names is limited. As a result of these adjustments to the provisional amounts, the Company recorded $5,894 of additional amortization expense during the first quarter of 2022, which related to amortization expense that would have been recorded in the previous reporting period from the acquisition date through December 31, 2021. The intangible assets were assigned estimated useful lives as follows: (i) customer relationships: 7 to 12 years, (ii) technology, formulations and recipes: 8 to 12 years, and (iii) trade names: 15 to 20 years.

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 broadened its proprietary branded offering into the plant nutrients category complementing other product offerings. The acquisition fair value of the consideration transferred for Heavy 16 was $77,367, 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.

Pursuant to the purchase agreement, the Company was required to pay up to an additional $2,500 of contingent consideration based on $200 for each $1,000 above a $21,000 threshold for net sales in calendar year 2021. As a result, the Company recorded a liability for contingent consideration at its estimated fair value of $344 as of the acquisition date in the condensed consolidated balance sheets. The contingent consideration was estimated using a Black-Scholes valuation model, which utilized Level 3 inputs as defined in ASC 820 - Fair Value Measurements. 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 paid in April 2022. The amount of goodwill is fully deductible for tax purposes. The financial results of Heavy 16 are included in the U.S. operating segment since the acquisition date.

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 further broadened its proprietary branded offering into the plant nutrients category complementing other product offerings. The acquisition date fair value of the consideration transferred for the H&G Entities was $133,483 in cash. The amount of goodwill is not deductible for

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tax purposes. 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. The financial results of the H&G Entities are included in the U.S. operating segment since the acquisition date.

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 further broadened 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 $133,962 in cash, $25,824 of the Company's common stock, $19,300 contingent consideration and $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.

Pursuant to the purchase agreement, the Company was required to 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 condensed 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 are not observable in the market, which utilized Level 3 inputs as defined in ASC 820 - Fair Value Measurements. The contingent consideration was remeasured to fair value at each reporting date until resolution with changes in fair value recognized within “Selling, general and administrative expenses” ("SG&A") in the condensed consolidated statements of operations. The contingent consideration of $15,274 was paid in July 2022 using available cash on hand. The amount of goodwill is fully deductible for tax purposes. The financial results of Aurora are included in the U.S. operating segment since the acquisition date.

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 further broadened 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 amount of goodwill is not deductible for U.S. tax purposes, but it is partially deductible for Canadian tax purposes. The financial results of Greenstar are included in the Canada operating segment since the acquisition date.

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 $60,902, consisting of $49,129 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 amount of goodwill is not deductible for U.S. tax purposes. The financial results of the IGE Entities are included in the U.S. operating segment since the acquisition date.

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The following table sets forth the components and allocation of the purchase price for the Company's acquisition of Heavy 16, the H&G Entities, Aurora, Greenstar and the IGE Entities:



	Heavy 16		H&G Entities		Aurora		Greenstar		IGE Entities
Component of Purchase Price:
Cash	$	60,287	$	133,483	$	133,962	$	85,121	$	49,129
Common stock	16,736		—		25,824		—		11,051
Contingent consideration	344		—		19,300		—		—
Forgiveness of assets and liabilities	—		—		(215)		(1,601)		722
Total purchase price	$	77,367	$	133,483	$	178,871	$	83,520	$	60,902

Acquisition-related costs	$	3,109	$	5,063	$	7,358	$	3,688	$	2,150

Allocation of Purchase Price:
Identifiable assets (liabilities)
Accounts receivable	$	510	$	3,308	$	6,967	$	982	$	2,367
Inventories	1,451		6,559		11,031		8,728		30,592
Prepaid expenses and other current assets	34		493		1,086		447		470
Property, plant and equipment	1,078		358		37,991		1,717		4,274
Operating lease right-of-use assets	1,088		1,921		—		2,736		4,447
Other assets	25		213		—		176		—
Accounts payable	(1,055)		(1,320)		(4,360)		(777)		(21,686)
Accrued expenses and other current liabilities	(226)		(445)		(768)		(1,421)		(859)
Current portion of lease liabilities	(274)		(447)		—		(624)		(815)
Current portion of long-term debt	—		—		—		—		(482)
Long-term deferred tax liabilities	—		(25,589)		—		—		(6,769)
Long-term lease liabilities	(868)		(1,501)		—		(1,836)		(3,116)
Long-term debt	—		—		—		—		(1,434)
Other long-term liabilities	—		—		(3,840)		—		—
Net identifiable assets	1,763		(16,450)		48,107		10,128		6,989
Identifiable intangible assets
Other intangible assets	200		200		824		383		2,430
Customer relationships	5,100		12,500		6,400		11,100		6,300
Trademarks and trade names	18,500		31,400		59,100		9,100		14,000
Technology and formulations & recipes	33,600		56,200		18,000		2,800		3,800
Total identifiable intangible assets	57,400		100,300		84,324		23,383		26,530
Goodwill	18,204		49,633		46,440		50,009		27,383
Total purchase price allocation	$	77,367	$	133,483	$	178,871	$	83,520	$	60,902

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Supplemental Disclosure of Financial Results

The following represents estimated unaudited consolidated net sales and net income amounts for the three and nine months ended September 30, 2021, as if the five acquisitions had been included in the consolidated results of the Company for the entire period presented below. The estimated 2021 net income presented below also includes the impact of the aforementioned allocation adjustments to the useful lives of certain intangible assets, resulting in additional expense attributed to the 2021 periods presented. Management considers these estimates to represent an approximate measure of the performance of the combined Company: