0001628280-23-007313 | 10-K | XBRL Viewer | Hydrofarm Holdings Group INC

LEASES

12 Months Ended

Dec. 31, 2022

LEASESThe Company leases its distribution centers and manufacturing facilities from third parties under various non-cancelable lease agreements expiring at various dates through 2033. Also, the Company leases some equipment under finance leases. Certain leases contain escalation provisions and/or renewal options, giving the Company the right to extend the leases by up to 10 years. However, these options are generally not reflected in the calculation of the right-of-use assets and lease liabilities due to uncertainty surrounding the likelihood of renewal. The Company recognizes operating lease costs over the respective lease periods, including short-term and month-to-month leases. The Company has operating subleases which have been accounted for by reference to the underlying asset subject to the lease, primarily as an offset to rent expense within SG&A.

Total ROU assets and lease liabilities were as follows:


		December 31,
	Balance Sheet Classification	2022		2021
Leased assets
Operating ROU assets	Operating lease right-of-use assets	$	65,265	$	45,245
Finance lease assets	Property, plant and equipment, net	2,005		2,365
Total leased assets		$	67,270	$	47,610

Lease liabilities
Current:
Operating leases	Current portion of lease liabilities	$	9,099	$	7,198
Finance leases	Current portion of long-term debt	704		739
Noncurrent:
Operating leases	Long-term lease liabilities	56,299		38,595
Finance leases	Long-term debt	1,200		1,628
Total lease liabilities		$	67,302	$	48,160

Total lease income and costs were as follows:


		For the years ended December 31,
	Classification	2022		2021
Operating lease costs	Selling, general and administrative	$	11,484	$	6,664
Finance lease costs:
Amortization of lease assets	Selling, general and administrative	285		291
Amortization of lease assets	Cost of goods sold	327		—
Interest on lease liabilities	Interest expense	61		33
Sublease income	Selling, general and administrative	(1,533)		(277)

In addition to the operating lease costs above, short-term and month-to-month lease expense was $341 and $2,268 for the years ended December 31, 2022, and 2021, respectively, and other costs associated with operating leases were $2,573 and $1,957, respectively, for non-lease components such as common area maintenance and other miscellaneous items. These costs were included within SG&A 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, 2022, are as follows:


Year ending December 31,	Operating		Finance
2023	$	11,463	$	760
2024	11,043		634
2025	10,466		481
2026	9,180		63
2027	8,941		69
Thereafter	25,016		—
Total rental payments	76,109		2,007
Less portion representing interest	10,711		103
Total principal	65,398		1,904
Less current portion	9,099		704
Long-term portion	$	56,299	$	1,200

The following table summarizes the weighted-average remaining lease term as of December 31, 2022, and 2021, as well as the weighted-average discount rate on long-term leases for the years ended December 31, 2022, and 2021:


	December 31,
	2022		2021
Weighted-average remaining lease term in years:
Operating leases	7.1		6.8
Finance leases	3.1		3.5

Weighted-average discount rate:
Operating leases	4.00	%	3.32	%
Finance leases	3.63	%	4.62	%

Cash paid for amounts included in lease liabilities in 2022, and 2021 were:


	For the years ended December 31,
Cash paid for amounts included in lease liabilities:	2022		2021
Operating cash flows from operating leases	$	(9,035)	$	(5,675)
Operating cash flows from finance leases	(61)		(33)
Financing cash flows from finance leases	(756)		(302)

LEASES

Total ROU assets and lease liabilities were as follows:


		December 31,
	Balance Sheet Classification	2022		2021
Leased assets
Operating ROU assets	Operating lease right-of-use assets	$	65,265	$	45,245
Finance lease assets	Property, plant and equipment, net	2,005		2,365
Total leased assets		$	67,270	$	47,610

Lease liabilities
Current:
Operating leases	Current portion of lease liabilities	$	9,099	$	7,198
Finance leases	Current portion of long-term debt	704		739
Noncurrent:
Operating leases	Long-term lease liabilities	56,299		38,595
Finance leases	Long-term debt	1,200		1,628
Total lease liabilities		$	67,302	$	48,160

Total lease income and costs were as follows:


		For the years ended December 31,
	Classification	2022		2021
Operating lease costs	Selling, general and administrative	$	11,484	$	6,664
Finance lease costs:
Amortization of lease assets	Selling, general and administrative	285		291
Amortization of lease assets	Cost of goods sold	327		—
Interest on lease liabilities	Interest expense	61		33
Sublease income	Selling, general and administrative	(1,533)		(277)

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, 2022, are as follows:


Year ending December 31,	Operating		Finance
2023	$	11,463	$	760
2024	11,043		634
2025	10,466		481
2026	9,180		63
2027	8,941		69
Thereafter	25,016		—
Total rental payments	76,109		2,007
Less portion representing interest	10,711		103
Total principal	65,398		1,904
Less current portion	9,099		704
Long-term portion	$	56,299	$	1,200


	December 31,
	2022		2021
Weighted-average remaining lease term in years:
Operating leases	7.1		6.8
Finance leases	3.1		3.5

Weighted-average discount rate:
Operating leases	4.00	%	3.32	%
Finance leases	3.63	%	4.62	%

Cash paid for amounts included in lease liabilities in 2022, and 2021 were:


	For the years ended December 31,
Cash paid for amounts included in lease liabilities:	2022		2021
Operating cash flows from operating leases	$	(9,035)	$	(5,675)
Operating cash flows from finance leases	(61)		(33)
Financing cash flows from finance leases	(756)		(302)

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	Dec. 31, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTSIn January 2023, Gotham Properties LLC, an Oregon limited liability company and a subsidiary of the Company (“Seller”), consummated a Purchase and Sale Agreement with J & D Property, LLC, a Nevada limited liability company (“Purchaser”) pursuant to which certain real property located in the City of Eugene, County of Lane, State of Oregon (the “Eugene Property”) was sold to Purchaser for $8,598 and then leased back by Seller (the “Sale-Leaseback Transaction”). The new lease has a term of 15 years with annual rent starting at $731 and fixed increases to the final year when annual rent is $964. The Company is accounting for the transaction as a failed sale and leaseback which requires retaining the asset associated with the property and recognizing a corresponding financial liability for the cash received. The Eugene Property serves as the manufacturing and processing site for certain of the Company’s grow media and nutrient brands. The Company intends to reinvest the net cash proceeds into certain permitted investments in 2023, such as capital expenditures.

ACCOUNTS RECEIVABLE, NET AND INVENTORIES

12 Months Ended

Dec. 31, 2022

Receivables [Abstract]

ACCOUNTS RECEIVABLE, NET AND INVENTORIES

Accounts receivable, net comprised the following:


	December 31,
	2022		2021
Trade accounts receivable	$	18,204	$	35,511
Allowance for doubtful accounts	(1,556)		(1,156)
Other receivables	579		7,129
Total accounts receivable, net	$	17,227	$	41,484

Inventories comprised the following:


	December 31,
	2022		2021
Finished goods	$	83,134	$	145,298
Work-in-process	5,403		5,967
Raw materials	38,558		41,399
Allowance for inventory obsolescence	(15,697)		(3,530)
Total inventories	$	111,398	$	189,134

The allowance for inventory obsolescence increased during the year ended December 31, 2022, primarily a result of a reserve for certain lighting products. Inventories are stated at the lower of cost or net realizable value, and the Company maintains an allowance for excess and obsolete inventory that is based upon assumptions about future demand and market conditions. The allowance for excess and obsolete inventory is subject to change from period to period based on a number of factors including sales of products, changes in estimates, and disposals.

FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands	12 Months Ended
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Jul. 01, 2021	May 03, 2021
Assets
Cash and cash equivalents	$ 21,291	$ 26,607
Restricted cash	0	1,777
Liabilities
Change in fair value of contingent consideration	(1,560)	(2,610)
Impairment loss	2,636
Note receivable	475	3,111
Heavy 16
Liabilities
Contingent consideration				$ 344
Change in fair value of contingent consideration	144
Aurora
Liabilities
Contingent consideration			$ 19,300
Change in fair value of contingent consideration	1,560	2,466
Carrying Amount \| Heavy 16
Liabilities
Contingent consideration	0	200
Carrying Amount \| Aurora
Liabilities
Contingent consideration	0	16,834
Carrying Amount \| Level 2 \| Term Loan
Liabilities
Debt	123,750	125,000
Carrying Amount \| Level 3 \| Other debt
Liabilities
Debt	2,064	2,805
Estimated Fair Value \| Heavy 16
Liabilities
Contingent consideration	0	200
Estimated Fair Value \| Aurora
Liabilities
Contingent consideration	0	16,834
Estimated Fair Value \| Level 1
Assets
Cash and cash equivalents	21,291	26,607
Restricted cash	0	1,777
Estimated Fair Value \| Level 2 \| Term Loan
Liabilities
Debt	105,188	121,250
Estimated Fair Value \| Level 3 \| Other debt
Liabilities
Debt	$ 2,064	$ 2,805

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of consolidation and presentation

The 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 year end financial reporting. All intercompany balances and transactions have been eliminated in consolidation. The Company reclassified the balance within "Impairment, restructuring and other" on the consolidated statements of operations for the prior period into "Selling, general and administrative expenses" ("SG&A") 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 consolidated balance sheet as of December 31, 2021, to conform to the current period presentation. Consistent with the reclassifications on the consolidated balance sheet, the Company made corresponding reclassifications to conform with the current period presentation in the consolidated statement of cash flows.

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 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 (loss) income 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 (loss) income 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 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 values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to net (loss) income.

Restructuring

The Company began a restructuring plan during the quarter ended December 31, 2022, and is undertaking significant actions to streamline operations, reduce costs and improve efficiencies. The major initiatives of the restructuring plan include (i) narrowing the Company's product and brand portfolio and (ii) the relocation and consolidation of certain manufacturing and distribution centers, including headcount reductions and reorganization to drive a solution based approach.

During the year ended December 31, 2022, the Company recorded pre-tax charges of $6,790 relating to the inventory markdowns of products and brands being removed from our portfolio, which is primarily non-cash, and $897 relating primarily to the relocation and termination of certain facilities in Canada, which are primarily cash charges. The Company's strategic product consolidation entails removing approximately one-third of all products and one-fifth of all brands relating to our primary product portfolio, which excludes our garden center business in Canada. The Company expects the restructuring and related actions to result in cost savings of approximately $7,000 on an annualized basis. The amounts the Company will ultimately realize or disburse could differ from these estimates.

The Company recorded $7,466 of restructuring related charges within Cost of goods sold and $221 within Selling, general and administrative expenses on the consolidated statement of operations for the year ended December 31, 2022. The Company's accrued liability for restructuring costs as of December 31, 2022, was $696. The Company estimates it will incur additional restructuring charges of approximately $1.7 million during the first half of 2023.

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, and operating lease right-of-use assets, net in the United States and Canada, determined by the location of the subsidiaries, are shown below. Other foreign locations, which are immaterial, individually and in the aggregate, are included in the U.S. below.


	Years ended December 31,
	2022		2021
United States	$	280,464	$	399,749
Canada	68,153		87,281
Intersegment eliminations	(4,116)		(7,610)
Total consolidated net sales	$	344,501	$	479,420


	December 31,
	2022		2021
United States	$	80,380	$	85,167
Canada	36,020		10,551
Total property, plant and equipment, and operating lease right-of-use assets, net	$	116,400	$	95,718

All of the products sold by the Company are similar and classified as CEA equipment and supplies.

Concentrations of business and credit risk

Accounts receivable expose the Company to credit risks such as collectability and business risks such as customer concentrations. Exposure to losses on receivables is dependent on each customer’s financial condition. 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 2022, or 2021. No customer accounted for more than 10% of accounts receivable as of December 31, 2022, or December 31, 2021. One supplier accounted for more than 10% of purchases in 2022 and 2021.

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 and Note 15 - Fair Value Measurements).

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 (loss) income and classified as other income (expense), 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 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, amounts included in restricted cash represent those funds required to be set aside as security for letters of credits, and other various contractual arrangements. As of December 31, 2022, there were no amounts classified as restricted cash, as all previous restrictions lapsed during the year.

Accounts receivable, net

Trade accounts receivable represents amounts due from customers. Other receivables represent other current non-trade receivables. 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. Accounts receivable are written off when the receivables are deemed uncollectible.

Inventories

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. The Company estimates inventory markdowns relating to restructuring charges based upon current and anticipated demand, customer preferences, business strategies, and market conditions including management's actions with respect to inventory products and brands being removed from our portfolio. Hydrofarm's strategic product consolidation entails removing approximately one-third of all products and one-fifth of all brands relating to our primary product portfolio.

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 location 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 and the contractual lease term. 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 peat bogs and related development, are depreciated 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. The Company has one trade name that is considered to have an indefinite useful life. Intangible assets are also tested for impairment at least annually and when events or changes in circumstances indicate that, more-likely-than-not, the carrying

amount may not be recoverable. Significant judgment is required in estimating fair values and performing goodwill and intangible asset impairment tests.

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.

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 an impairment loss of $2,636 during the year ended December 31, 2022, respectively, in “Impairments” on the consolidated statements of operations. There were no impairment losses recorded in the year ended December 31, 2021. As of December 31, 2022, the note receivable carrying value was $475 and is classified in Other assets on the consolidated balance sheet.

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.

The amount billed to customers for shipping and handling costs included in net sales was $13,180, and $8,050 in 2022, and 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 consolidated balance sheets, totaled $3,654 and $18,273 as of December 31, 2022, and 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.

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.

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 forfeitures 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 awards granted after the Company's IPO, 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 volatility is based on historical implied volatility from recent stock option transactions at the time of grant. 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 performance stock unit ("PSU") 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 one year. The performance-based conditions generally are satisfied upon achieving specified performance targets. 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.

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 and the Company used a "Monte Carlo Simulation Method" ("MCSM") to estimate the fair value of the award. The MCSM assessed 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. For the years ended December 31, 2022, and 2021, there were no performance awards with market-based conditions granted.

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 has deferred tax assets and liabilities and maintains valuation allowances where it is more likely than not that all or a portion of deferred tax assets will not be realized. Significant judgment is required in determining any valuation allowance recorded against deferred tax assets. The determination of the amount of valuation allowance to be provided on recorded deferred tax assets involves consideration of estimates regarding the timing and amount of the reversal of taxable temporary differences, expected future taxable income by jurisdiction, and the impact of tax planning strategies. Changes in the relevant facts can impact the judgment or need for valuation allowances. In the event we change our determination as to the amount of deferred tax assets that can be realized, we will adjust our valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made.

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

The Company reviewed recently issued accounting pronouncements and noted no new pronouncements relevant to the Company.

LEASES - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
LEASES - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Option to extend lease term	10 years
Short-term and month-to-month lease expense	$ 341	$ 2,268
Operating lease, other cost	$ 2,573	$ 1,957

INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Income Tax Contingency [Line Items]
Operating loss carryforwards, not subject to expiration	$ 93,400
Federal
Income Tax Contingency [Line Items]
Operating loss carryforwards	107,100	$ 74,900
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	107,100	74,900
State
Income Tax Contingency [Line Items]
Operating loss carryforwards	80,800	56,900
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	80,800	56,900
Foreign
Income Tax Contingency [Line Items]
Operating loss carryforwards	15,900	1,000
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 15,900	$ 1,000

GOODWILL AND INTANGIBLE ASSETS, NET

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND INTANGIBLE ASSETS, NET

Goodwill

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. The Company completed its goodwill impairment testing and recorded an impairment charge of $189,572 as the test determined that the carrying value of the reporting units of U.S. and Canada was in excess of the fair value. The recognized impairment reduced the goodwill balance to zero as of June 30, 2022. The impairment was primarily due to a deterioration in customer demand in the U.S. and Canada caused by macroeconomic and industry conditions.

The Company determined the fair value of the U.S. and Canada reporting units based on an income approach, using the present value of future discounted cash flows, and based on a market approach. The fair values were reconciled to the market value of common stock of Hydrofarm to corroborate the estimates used in the interim test for impairment. Significant estimates used to determine fair value include the weighted average cost of capital, financial forecasts, and pricing multiples derived from publicly-traded companies that are comparable to the reporting units. Refer to Note 15 - Fair Value Measurements, for further discussion of valuation inputs. There was no goodwill impairment recognized during the year ended December 31, 2021. The changes in goodwill are as follows:


	Goodwill
Balance at December 31, 2020	$	—
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 December 31, 2021	$	204,868
Acquisition - IGE Entities - measurement period adjustments	(21,304)
Acquisition - Greenstar - measurement period adjustments	7,000
Acquisition - all others - measurement period adjustments and foreign currency translation adjustments, net	(992)
Impairments	(189,572)
Balance at December 31, 2022	$	—

Intangible Assets, net

Intangible assets, net comprised the following:


	December 31, 2022						December 31, 2021
	Gross Carrying Amount		Accumulated Amortization		Net Book Value		Gross Carrying Amount		Accumulated Amortization		Net Book Value
Finite-lived intangible assets:
Computer software	$	9,408	$	(7,976)	$	1,432	$	8,814	$	(7,208)	$	1,606
Customer relationship	99,933		(24,533)		75,400		101,222		(16,517)		84,705
Technology, formulations and recipes	114,187		(15,344)		98,843		110,561		(3,630)		106,931
Trade names and trademarks	131,410		(10,052)		121,358		—		—		—
Other	4,778		(4,246)		532		2,428		(1,744)		684
Total finite-lived intangible assets, net	359,716		(62,151)		297,565		223,025		(29,099)		193,926

Indefinite-lived intangible assets:
Trade name	2,801		—		2,801		120,773		—		120,773
Other	—		—		—		120		—		120
Total Intangible assets, net	$	362,517	$	(62,151)	$	300,366	$	343,918	$	(29,099)	$	314,819

Amortization expense related to intangible assets was $33,308 and $10,354 for the years ended December 31, 2022, and 2021, respectively. Amortization expense includes the impact from intangible assets recorded in connection with five acquisitions completed during the year ended December 31, 2021. The following are the estimated useful lives and the weighted-average amortization period as of December 31, 2022, for the major classes of finite-lived intangible assets:


	Useful lives	Weighted-average amortization period
Computer software	5 years	3 years
Customer relationships	7 to 18 years	11 years
Technology, formulations and recipes	8 to 12 years	10 years
Trade names and trademarks	15 to 20 years	18 years

The estimated aggregate future amortization expense for intangible assets subject to amortization as December 31, 2022, is summarized below:


	Estimated Future Amortization Expense
Year ending December 31,
2023	$	24,525
2024	24,418
2025	24,348
2026	23,968
Thereafter	200,306
Total	$	297,565

EARNINGS (LOSS) PER COMMON SHARE (“EPS”) - Calculation for Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Net (loss) income	$ (285,415)	$ 13,416
Weighted-average shares of common stock outstanding for basic net income (loss) per share attributable to common stockholders (in shares)	44,974,856	39,991,809
Dilutive effect of warrants using the treasury stock method (in shares)	0	1,395,393
Weighted-average shares of common stock outstanding for diluted net income per share attributable to common stockholders (in shares)	44,974,856	42,989,195
Basic net income (loss) per share attributable to common stockholders (in dollars per share)	$ (6.35)	$ 0.34
Diluted net income (loss) per share attributable to common stockholders (in dollars per share)	$ (6.35)	$ 0.31
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)	0	1,068,984
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)	0	533,009

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of consolidation and presentation

Use of estimates

Business combinations

Restructuring

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 expose the Company to credit risks such as collectability and business risks such as customer concentrations. Exposure to losses on receivables is dependent on each customer’s financial condition. 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

Inventories

Inventories consist of finished goods, work-in-process, and raw materials used in manufacturing products. 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 current and anticipated demand, customer preferences, business strategies, 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. The Company estimates inventory markdowns relating to restructuring charges based upon current and anticipated demand, customer preferences, business strategies, and market conditions including management's actions with respect to inventory products and brands being removed from our portfolio. Hydrofarm's strategic product consolidation entails removing approximately one-third of all products and one-fifth of all brands relating to our primary product portfolio.

Leases

Property, plant and equipment

Property, plant and equipment, excluding peat bogs and related development, are depreciated 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

amount may not be recoverable. Significant judgment is required in estimating fair values and performing goodwill and intangible asset impairment tests.

Note Receivable

Revenue recognition

Warrants issued in connection with financings

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

The Company reviewed recently issued accounting pronouncements and noted no new pronouncements relevant to the Company.

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 - Stock-based Compensation Narrative (Details)	12 Months Ended
	Dec. 31, 2022
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	1 year

STOCK-BASED COMPENSATION

12 Months Ended

Dec. 31, 2022

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"), 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. As of December 31, 2022, a total of 1,340,129 shares were available for grant under the 2020 Plan.

The Incentive Plans are administered by the Company's Board of Directors. Notwithstanding the foregoing, the Board of Directors 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 of Directors (collectively, the “Plan Administrator”), subject to such limitations as the Board of Directors deems appropriate.

In November 2020, the Board of Directors and stockholders approved the 2020 Plan and reserved an aggregate of 2,284,053 shares of common stock for issuance under the 2020 Plan. Pursuant to the 2020 Plan, the number of shares available for issuance under the 2020 Plan may 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, nonqualified stock options, 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 10 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.

Restricted Stock Unit ("RSU") Activity

RSUs granted to certain executives, employees and members of the Board of Directors expire 10 years after the grant date. The awards generally have a time-based vesting requirement (based on continuous employment). Upon vesting, the RSUs convert into shares of the Company's common stock. The stock-based compensation expense related to service-based awards is recorded over the requisite service period. During the year ended December 31, 2022, the Company granted RSU awards that are expected to vest either (i) one year on the anniversary of the grant date, (ii) ratably over a three-year period on each anniversary of the grant date, or (iii) with three vesting tranches, the first of which occurred on the grant date, and the following two tranches on each subsequent anniversary of the grant date.

The award granted to a former member of the Board (the "former Board member") in July 2020, and modified in November 2020, contained 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 zero and 111,236 for the years ended December 31, 2022, and 2021, respectively. For the years ended December 31, 2022, and 2021, there were no performance awards with market-based conditions granted.

The Company recognized $7,638 and $4,566 of total stock-based compensation expense for RSUs for the years ended December 31, 2022, and 2021, respectively. For the year ended December 31, 2022, the Company withheld 247,979 of the 818,489 of common stock issued upon vesting of RSUs to meet employees' payroll tax withholding requirements. The tax withholding payments of $2,461 were made in 2022 in addition to a tax withholding obligation of $9 from 2021.

The following table summarizes the activity related to the Company's RSUs for the year ended December 31, 2022. For purposes of this table, vested RSUs represent the shares for which the service condition had been fulfilled during the year ended December 31, 2022:


	Number of RSUs	Weighted average grant date fair value
Balance, December 31, 2021	1,087,608	$	9.71
Granted	785,486	$	9.62
Vested	(824,846)	$	9.25
Forfeited	(55,615)	$	35.54
Balance, December 31, 2022	992,633	$	8.57

The total fair value of RSUs vested for the years ended December 31, 2022, and 2021, was $7,628, and $6,090, respectively.

As of December 31, 2022, total unamortized stock-based compensation expense related to unvested RSUs was $5,920 and the weighted-average period over which the compensation is expected to be recognized is 1.28 years. As of December 31, 2022, there were 6,357 RSUs which had vested, but were not yet issued due to the recipients' elections to defer the awards.

The tax benefits recognized in the consolidated statements of operations for stock-based compensation arrangements for the years ended December 31, 2022, and 2021, were not material to the financial statements.

Performance Stock Unit ("PSU") Activity

During the year ended December 31, 2022, the Company granted PSU awards that are subject to a one-year vesting requirement (based on continuous employment) and contain performance conditions based on certain performance metrics. The following table summarizes the activity related to the Company's PSUs for the year ended December 31, 2022:


	Number of PSUs	Weighted average grant date fair value
Balance, December 31, 2021	—	$	—
Granted	116,113	$	15.74
Forfeited	(19,867)	$	15.74
Balance, December 31, 2022	96,246	$	15.74

As of December 31, 2022, total unamortized stock-based compensation cost related to unvested PSUs was $101 and the weighted-average period over which the compensation is expected to be recognized is less than one year. For the year ended December 31, 2022, the Company recognized $355 of total stock-based compensation expense for PSUs.

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, 2022:


	Number	Weighted average exercise price		Weighted average grant date fair value		Weighted average remaining contractual term (years)
Outstanding as of December 31, 2021	720,549	$	9.57	$	2.21	7.37
Granted	4,250	$	13.12	$	12.95
Exercised	(8,283)	$	9.01	$	2.12
Cancelled	(8,720)	$	9.33	$	3.27
Forfeited	(37,770)	$	11.42	$	7.20
Outstanding as of December 31, 2022	670,026	$	9.50	$	2.05	5.25
Options exercisable as of December 31, 2022	599,439	$	8.90	$	1.46	5.00
Vested and expected to vest as of December 31, 2022	670,026	$	9.50	$	2.05	5.25

The following table summarizes the unvested stock option activity for the year ended December 31, 2022:



	Number	Weighted average grant date fair value
Unvested as of December 31, 2021	202,515	$	5.04
Granted	4,250	$	12.95
Vested	(98,408)	$	3.14
Forfeited	(37,770)	$	7.20
Unvested as of December 31, 2022	70,587	$	7.02

The weighted average grant date fair value of stock options granted was $12.95 and $25.58 for the years ended December 31, 2022, and 2021, respectively. The total fair value of stock options vested for the years ended December 31, 2022, and 2021, was $309, and $412, respectively.

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. For inputs into the Black-Scholes model, the expected volatility is based on historical implied volatility from recent stock option transactions at the time of grant. 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. Inputs to the model were as follows for the periods indicated:


	Years ended December 31,
	2022	2021
Weighted average exercise price of common stock underlying the options	$13.12	$59.03
Volatility	200%	45%
Risk-free rate	2.8%	0.85%
Dividend yield	Nil	Nil
Expected term in years	6.0	6.0

For the years ended December 31, 2022, and 2021, respectively, the Company recognized $361 and $440 of total stock-based compensation expense for stock options. The total intrinsic value of options exercised was $82 and $7,448 for the

years ended December 31, 2022, and 2021, respectively. As of December 31, 2022, the total compensation cost related to unvested awards not yet recognized was $407 and the weighted-average period over which the compensation is expected to be recognized is 1.29 years.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Statement of Comprehensive Income [Abstract]
Net (loss) income	$ (285,415)	$ 13,416
Other comprehensive loss:
Foreign currency translation gain (loss)	(5,853)	(1,981)
Total comprehensive (loss) income	$ (291,268)	$ 11,435

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

STOCKHOLDERS’ EQUITY - Outstanding Warrants (Details) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	17,669	17,817
Exercise price (in dollars per share)	$ 11.30	$ 11.27
Investor Warrants, Placement Agents, $8.43
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	11,662	11,810
Exercise price (in dollars per share)	$ 8.43	$ 8.43
Investor Warrants, Placement Agents, $16.86
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	6,007	6,007
Exercise price (in dollars per share)	$ 16.86	$ 16.86

STOCKHOLDERS’ EQUITY - Narrative (Details) $ / shares in Units, $ in Thousands		7 Months Ended	12 Months Ended
	Jul. 19, 2021 $ / shares shares	Jul. 18, 2021 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) vote $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares
Class of Warrant or Right [Line Items]
Common stock, shares outstanding (in shares) \| shares			45,197,249	44,618,357
Common stock, shares authorized (in shares) \| shares			300,000,000	300,000,000
Exercise price (in dollars per share) \| $ / shares			$ 11.30	$ 11.27
Proceeds from exercises of investor warrants \| $			$ 0	$ 56,778
Selling, General and Administrative Expenses
Class of Warrant or Right [Line Items]
Warrant solicitation fee expense \| $				$ 1,949
Common Stock
Class of Warrant or Right [Line Items]
Number of votes per common share \| vote			1
Investor Warrants
Class of Warrant or Right [Line Items]
Redemption price (in dollars per share) \| $ / shares	$ 0.00033712
Exercise price (in dollars per share) \| $ / shares		$ 16.86
Warrants exercised (in shares) \| 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 \| Common Stock
Class of Warrant or Right [Line Items]
Number of securities called by each warrant or right (in shares) \| 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) \| $ / shares	$ 25.28

COMMITMENTS AND CONTINGENCIES, AND RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2022
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 The Company leased a distribution center in Petaluma, California from entities in which a related party was a stockholder. For the year ended December 31, 2021, rent expense for the month-to-month lease totaled $639.

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Revenue Recognition Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Revenue from External Customer [Line Items]
Impairment loss	$ 2,636
Note receivable	475	$ 3,111
Net sales	344,501	479,420
Contract liabilities		18,273
Deferred revenue	3,654	18,273
Shipping and Handling
Revenue from External Customer [Line Items]
Net sales	$ 13,180	$ 8,050

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Gross property, plant, and equipment	$ 66,055	$ 58,764
Less: accumulated depreciation	(14,920)	(8,291)
Total property, plant and equipment, net	51,135	50,473
Depreciation, depletion and amortization	8,219	4,580
Machinery and equipment
Property, Plant and Equipment [Line Items]
Gross property, plant, and equipment	27,832	25,177
Peat bogs and related development
Property, Plant and Equipment [Line Items]
Gross property, plant, and equipment	10,761	8,686
Building and improvements
Property, Plant and Equipment [Line Items]
Gross property, plant, and equipment	9,920	9,510
Land
Property, Plant and Equipment [Line Items]
Gross property, plant, and equipment	6,107	6,120
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Gross property, plant, and equipment	3,921	2,867
Computer equipment
Property, Plant and Equipment [Line Items]
Gross property, plant, and equipment	3,337	3,197
Leasehold improvements
Property, Plant and Equipment [Line Items]
Gross property, plant, and equipment	$ 4,177	$ 3,207

PROPERTY AND EQUIPMENT, NET (Tables)

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property, plant and equipment, excluding peat bogs and related development, are depreciated 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

Property, plant and equipment, net comprised the following:


	December 31,
	2022		2021
Machinery and equipment	$	27,832	$	25,177
Peat bogs and related development	10,761		8,686
Building and improvements	9,920		9,510
Land	6,107		6,120
Furniture and fixtures	3,921		2,867
Computer equipment	3,337		3,197
Leasehold improvements	4,177		3,207
Gross property, plant, and equipment	66,055		58,764
Less: accumulated depreciation	(14,920)		(8,291)
Total property, plant and equipment, net	$	51,135	$	50,473

STOCK-BASED COMPENSATION (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

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


	Number of RSUs	Weighted average grant date fair value
Balance, December 31, 2021	1,087,608	$	9.71
Granted	785,486	$	9.62
Vested	(824,846)	$	9.25
Forfeited	(55,615)	$	35.54
Balance, December 31, 2022	992,633	$	8.57

The following table summarizes the activity related to the Company's PSUs for the year ended December 31, 2022:


	Number of PSUs	Weighted average grant date fair value
Balance, December 31, 2021	—	$	—
Granted	116,113	$	15.74
Forfeited	(19,867)	$	15.74
Balance, December 31, 2022	96,246	$	15.74

Share-based Payment Arrangement, Option, Activity

The following table summarizes the stock option activity for the year ended December 31, 2022:


	Number	Weighted average exercise price		Weighted average grant date fair value		Weighted average remaining contractual term (years)
Outstanding as of December 31, 2021	720,549	$	9.57	$	2.21	7.37
Granted	4,250	$	13.12	$	12.95
Exercised	(8,283)	$	9.01	$	2.12
Cancelled	(8,720)	$	9.33	$	3.27
Forfeited	(37,770)	$	11.42	$	7.20
Outstanding as of December 31, 2022	670,026	$	9.50	$	2.05	5.25
Options exercisable as of December 31, 2022	599,439	$	8.90	$	1.46	5.00
Vested and expected to vest as of December 31, 2022	670,026	$	9.50	$	2.05	5.25

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

The following table summarizes the unvested stock option activity for the year ended December 31, 2022:



	Number	Weighted average grant date fair value
Unvested as of December 31, 2021	202,515	$	5.04
Granted	4,250	$	12.95
Vested	(98,408)	$	3.14
Forfeited	(37,770)	$	7.20
Unvested as of December 31, 2022	70,587	$	7.02

The valuation model requires the input of highly subjective assumptions. For inputs into the Black-Scholes model, the expected volatility is based on historical implied volatility from recent stock option transactions at the time of grant. 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. Inputs to the model were as follows for the periods indicated:


	Years ended December 31,
	2022	2021
Weighted average exercise price of common stock underlying the options	$13.12	$59.03
Volatility	200%	45%
Risk-free rate	2.8%	0.85%
Dividend yield	Nil	Nil
Expected term in years	6.0	6.0

INCOME TAXES - Reconciliation of Income Tax (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
U.S. federal tax benefit at statutory rate	$ (61,290)	$ (1,201)
State income taxes, net	422	68
Permanent items	3,785	542
Goodwill impairment	23,170	0
Global intangible low-taxed income	0	972
Foreign rate differential	(443)	1,032
162(m) officers compensation	1,010	6,969
Share-based compensation	26	(8,118)
Deferred adjustments	770	67
Transaction costs	0	2,290
Other, net	2,410	(973)
Valuation allowance	23,697	(20,785)
Total income tax benefit	$ (6,443)	$ (19,137)

FAIR VALUE MEASUREMENTS (Tables)

12 Months Ended

Dec. 31, 2022

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 liabilities which are required to be remeasured to fair value on a recurring basis, as described above:

December 31, 2022

December 31, 2021

Fair Value Hierarchy Level

Carrying Amount

Estimated Fair Value

Carrying Amount

Estimated Fair Value

Liabilities

Contingent consideration:

Heavy 16 Acquisition

Level 3

—

200

Aurora Acquisition

Level 3

—

16,834

The following table summarizes the fair value of the Company’s assets and liabilities which are provided for disclosure purposes:


		December 31, 2022		December 31, 2021
	Fair Value Hierarchy Level	Carrying Amount	Estimated Fair Value	Carrying Amount	Estimated Fair Value
Assets
Cash and cash equivalents	Level 1	21,291	21,291	26,607	26,607
Restricted cash	Level 1	—	—	1,777	1,777

Liabilities
Debt facilities
Term Loan	Level 2	123,750	105,188	125,000	121,250
Other debt	Level 3	2,064	2,064	2,805	2,805

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

12 Months Ended

Dec. 31, 2022

Payables and Accruals [Abstract]

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities comprised the following:


	December 31,
	2022		2021
Accrued compensation and benefits	$	2,522	$	3,713
Freight, custom and duty accrual	1,022		2,094
Goods in transit accrual	1,172		3,473
Income tax accrual	451		729
Contingent consideration	—		17,034
Other accrued liabilities	8,041		6,953
Total accrued expenses and other current liabilities	$	13,208	$	33,996

DESCRIPTION OF THE BUSINESS	12 Months Ended
DESCRIPTION OF THE BUSINESS	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF THE BUSINESS	DESCRIPTION OF THE BUSINESS Description of the business Hydrofarm Holdings Group, Inc. (collectively with its subsidiaries, the “Company”) was formed in May 2017 under the laws of the state of Delaware to acquire and continue the business originally founded 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, 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 $309,782 from the follow-on offering after deducting underwriting discounts and commissions and offering expenses.

PROPERTY AND EQUIPMENT, NET

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT, NET

PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net comprised the following:


	December 31,
	2022		2021
Machinery and equipment	$	27,832	$	25,177
Peat bogs and related development	10,761		8,686
Building and improvements	9,920		9,510
Land	6,107		6,120
Furniture and fixtures	3,921		2,867
Computer equipment	3,337		3,197
Leasehold improvements	4,177		3,207
Gross property, plant, and equipment	66,055		58,764
Less: accumulated depreciation	(14,920)		(8,291)
Total property, plant and equipment, net	$	51,135	$	50,473

Depreciation, depletion and amortization expense related to property, plant, and equipment, net was $8,219 and $4,580 for the years ended December 31, 2022, and 2021, respectively.

ACCOUNTS RECEIVABLE, NET AND INVENTORIES - Accounts Receivable, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Receivables [Abstract]
Trade accounts receivable	$ 18,204	$ 35,511
Allowance for doubtful accounts	(1,556)	(1,156)
Other receivables	579	7,129
Total accounts receivable, net	$ 17,227	$ 41,484

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables)

12 Months Ended

Dec. 31, 2022

Payables and Accruals [Abstract]

Schedule of Accrued Liabilities and Other Current Liabilities

Accrued expenses and other current liabilities comprised the following:


	December 31,
	2022		2021
Accrued compensation and benefits	$	2,522	$	3,713
Freight, custom and duty accrual	1,022		2,094
Goods in transit accrual	1,172		3,473
Income tax accrual	451		729
Contingent consideration	—		17,034
Other accrued liabilities	8,041		6,953
Total accrued expenses and other current liabilities	$	13,208	$	33,996

STOCK-BASED COMPENSATION - Unvested Stock Option Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Number
Granted (in shares)	4,250
Weighted average grant date fair value
Granted (in dollars per share)	$ 12.95
Forfeited (in dollars per share)	$ 7.20
Stock options
Number
Balance, outstanding, beginning (in shares)	202,515
Granted (in shares)	4,250
Vested (in shares)	(98,408)
Forfeited (in shares)	(37,770)
Balance, outstanding, ending (in shares)	70,587	202,515
Stock options \| Minimum
Weighted average grant date fair value
Balance, outstanding, beginning (in dollars per share)	$ 5.04
Granted (in dollars per share)	12.95	$ 25.58
Vested (in dollars per share)	3.14
Balance, outstanding, ending (in dollars per share)	$ 7.02	$ 5.04

INCOME TAXES - Components of Income Tax (Benefit) Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Current:
Federal	$ 0	$ 0
State	100	72
Foreign	2,767	1,787
Total current expense	2,867	1,859
Deferred:
Federal	(8,689)	(18,275)
State	(2,980)	(1,962)
Foreign	2,359	(759)
Total deferred benefit	(9,310)	(20,996)
Total income tax benefit	$ (6,443)	$ (19,137)

INCOME TAXES - Loss From Continuing Operations Before Tax (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
United States	$ (235,215)	$ (9,262)
Foreign	(56,643)	3,541
Loss before tax	$ (291,858)	$ (5,721)

- 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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126941158&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126953954&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 https://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 https://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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

+ Details

STOCKHOLDERS’ EQUITY (Tables)

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Schedule of Warrants

As of December 31, 2022, the following table summarizes the outstanding warrants:


	Number of Warrants	Exercise Price
Placement agent warrants	11,662	$	8.43
Placement agent warrants	6,007	$	16.86
Total	17,669	$	11.30

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


	Number of Warrants	Exercise Price
Placement agent warrants	11,810	$	8.43
Placement agent warrants	6,007	$	16.86
Total	17,817	$	11.27

DEBT - Revolving Asset-backed Credit Facilities (Details)				12 Months Ended
	Aug. 31, 2021 USD ($)	Mar. 29, 2021 USD ($)	Jul. 11, 2019 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 22, 2022 USD ($)
Debt Instrument [Line Items]
Debt				$ 120,672,000	$ 121,780,000
Loss on debt extinguishment or modification				145,000	680,000
Total principal				1,904,000	2,367,000
Loans and borrowings				160,000	438,000
JPMorgan Credit Facility
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity	$ 100,000,000					$ 75,000,000
Loss on debt modification				145,000
Unamortized deferred financing costs				580,000
Line of credit facility, remaining borrowing capacity				$ 40,000,000	40,000,000
Excess availability threshold						10.00%
Revolving Asset-baked Credit Facility \| JPMorgan Credit Facility \| Revolving Credit Facility
Debt Instrument [Line Items]
Debt instrument, term		3 years
Line of credit facility, maximum borrowing capacity		$ 50,000,000
Covenant , minimum fixed charge coverage ratio multiplier				1.1
Covenant , minimum fixed charge coverage ratio, term				12 months
Higher fixed charge coverage ratio multiplier				1.15
Line of credit facility, unused capacity, commitment fee percentage	0.25%
Debt				$ 0	0
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
Line of credit facility, unused capacity, commitment fee percentage			0.50%
Debt instrument, payment due, period before scheduled maturity date			90 days
Debt instrument, default, interest rate, increase (decrease)			2.00%
Interest expense, debt					$ 82,000
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 - Future Principal Payments (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Debt Disclosure [Abstract]
2023	$ 1,307
2024	1,269
2025	1,269
2026	1,269
2027	1,270
Thereafter	117,526
Total debt	$ 123,910

EARNINGS (LOSS) PER COMMON SHARE (“EPS”) (Tables)

12 Months Ended

Dec. 31, 2022

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, 2022, and 2021:


	Years ended December 31,
	2022		2021
Net (loss) income	$	(285,415)	$	13,416
Weighted-average shares of common stock outstanding	44,974,856		39,991,809
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
Diluted weighted-average shares of common stock outstanding	44,974,856		42,989,195
Basic EPS	$	(6.35)	$	0.34
Diluted EPS	$	(6.35)	$	0.31

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The computation of the weighted-average shares of common stock outstanding for diluted EPS includes the following potential shares of common stock using the treasury stock method for the weighted-average period during which the shares were outstanding:


	Years ended December 31,
	2022	2021
Shares subject to warrants outstanding	—	1,899,435
Shares subject to unvested performance based and restricted stock units	—	1,311,914
Shares subject to stock options outstanding	—	831,517

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


	Years ended December 31,
	2022	2021
Shares subject to warrants outstanding	17,669	17,817
Shares subject to unvested performance based and restricted stock units	1,088,879	71,871
Shares subject to stock options outstanding	670,026	10,641

STOCK-BASED COMPENSATION - RSU Activity (Details) - Restricted stock units - $ / shares	1 Months Ended	12 Months Ended
	Jul. 31, 2021	Dec. 31, 2022
Number of RSUs
Balance, beginning (in shares)		1,087,608
Granted (in shares)		785,486
Vested (in shares)	(148,315)	(824,846)
Forfeited (in shares)		(55,615)
Balance, ending (in shares)		992,633
Weighted average grant date fair value
Balance, beginning (in dollars per shares)		$ 9.71
Granted (in dollars per share)		9.62
Vested (in dollars per share)		9.25
Forfeited (in dollars per share)		35.54
Balance, ending (in dollars shares)		$ 8.57

GOODWILL AND INTANGIBLE ASSETS, NET - Estimated Useful Lives and Weighted Average Amortization Period of Finite-lived Intangible Assets (Details)	12 Months Ended
	Dec. 31, 2022
Computer software
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	5 years
Minimum \| Customer relationship
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	7 years
Minimum \| Technology, formulations and recipes
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	8 years
Minimum \| Trademarks and trade names
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	15 years
Maximum \| Customer relationship
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	18 years
Maximum \| Technology, formulations and recipes
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	12 years
Maximum \| Trademarks and trade names
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	20 years
Weighted Average \| Computer software
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, weighted-average amortization period	3 years
Weighted Average \| Customer relationship
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, weighted-average amortization period	11 years
Weighted Average \| Technology, formulations and recipes
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, weighted-average amortization period	10 years
Weighted Average \| Trademarks and trade names
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, weighted-average amortization period	18 years

BUSINESS COMBINATIONS

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

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 during 2022, and obtained third-party valuation reports of certain tangible and identifiable intangible assets to support its evaluation.

Goodwill arose on the acquisitions because the consideration paid 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.

During 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 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, (iii) computer software: 3 years, and (iv) trade names and trademarks: 15 to 20 years.

The financial results of Heavy 16, the H&G Entities, Aurora and the IGE Entities (each as defined below) are included in the U.S. operating segment since the acquisition date. The financial results of Greenstar are included in the Canada operating segment since the acquisition date.

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 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. 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 was remeasured to fair value at each reporting date until the contingency was resolved with changes in fair value being recognized within "Selling, general and administrative expenses" ("SG&A") 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. The change in the fair value of the contingent consideration of $144 during the year ended December 31, 2021, was recognized as a benefit in SG&A on the consolidated statement of operations during the period. There were no changes to the fair value of contingent consideration in 2022, and the balance was paid in April 2022. The amount of goodwill is fully deductible for tax purposes.

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 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 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.

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 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. The amount of goodwill is fully deductible for tax purposes.

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 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 SG&A in the consolidated statements of operations. As of December 31, 2021, the contingent consideration of $16,834 was calculated utilizing actual 2021 EBITDA for the full year ended December 31, 2021. The change in the fair value of the contingent consideration of $2,466 during the year ended December 31, 2021, was recognized as a benefit in SG&A on the consolidated statement of operations during the period. During 2022, the Company recognized an additional $1,560 benefit to SG&A as the contingent consideration was revalued to $15,274, and paid in July 2022 using available cash on hand.

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 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.

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 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:	Amount		Amount		Amount		Amount		Amount
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 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

Supplemental Disclosure of Financial Results

The following represents estimated unaudited consolidated net sales and net income amounts for year ended December 31, 2021, as if the five acquisitions had been included in the consolidated results of the Company for the entire period. The estimated 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 year ended December 31, 2021. Management considers these estimates to represent an approximate measure of the performance of the combined Company:


	Year ended
	December 31, 2021
	Estimated ($ in millions)
Net sales	$	596
Net income	$	66

CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2020		33,499,953
Beginning balance at Dec. 31, 2020	$ 210,918	$ 3	$ 364,248	$ 599	$ (153,932)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued upon exercise of options (in shares)		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
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)
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
Net (loss) income	13,416				13,416
Foreign currency translation gain (loss)	$ (1,981)			(1,981)
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)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued upon exercise of options (in shares)	8,283	8,283
Common stock issued upon exercise of options	$ 75		75
Issuance of common stock for vesting of restricted stock units (in shares)		818,489
Issuance of common stock for vesting of restricted stock units	1	$ 1
Shares withheld for payroll taxes related to vesting of restricted stock units (in shares)		(247,979)
Shares repurchased for withholding tax on restricted stock units	(2,461)		(2,461)
Issuance of common stock under cashless warrant exercise (in shares)		99
Stock-based compensation expense	8,354		8,354
Net (loss) income	(285,415)				(285,415)
Foreign currency translation gain (loss)	$ (5,853)			(5,853)
Ending balance (in shares) at Dec. 31, 2022	45,197,249	45,197,249
Ending balance at Dec. 31, 2022	$ 349,881	$ 5	$ 783,042	$ (7,235)	$ (425,931)

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of Income before Income Tax, Domestic and Foreign

(Loss) income before tax was as follows:


	Years ended December 31,
	2022		2021
United States	$	(235,215)	$	(9,262)
Foreign	(56,643)		3,541
Loss before tax	$	(291,858)	$	(5,721)

Schedule of Components of Income Tax Expense (Benefit)

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


	Years ended December 31,
	2022		2021
Current:
Federal	$	—	$	—
State	100		72
Foreign	2,767		1,787
Total current expense	2,867		1,859

Deferred:
Federal	(8,689)		(18,275)
State	(2,980)		(1,962)
Foreign	2,359		(759)
Total deferred benefit	(9,310)		(20,996)
Total income tax benefit	$	(6,443)	$	(19,137)

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 benefit consists of the following:


	Years ended December 31,
	2022		2021
Effective rate reconciliation
U.S. federal tax benefit at statutory rate	$	(61,290)	$	(1,201)
State income taxes, net	422		68
Permanent items	3,785		542
Goodwill impairment	23,170		—
Global intangible low-taxed income	—		972
Foreign rate differential	(443)		1,032
162(m) officers compensation	1,010		6,969
Share-based compensation	26		(8,118)
Deferred adjustments	770		67
Transaction costs	—		2,290
Other, net	2,410		(973)
Valuation allowance	23,697		(20,785)
Total income tax benefit	$	(6,443)	$	(19,137)

Schedule of Deferred Tax Assets and Liabilities

Deferred income tax assets and liabilities consist of the following:


	December 31,
	2022		2021
Deferred tax assets
Lease liabilities	$	17,079	$	11,714
Accrued expenses	1,453		1,215
Share-based compensation	865		460
Intangible assets	2,110		—
Net operating loss	31,425		19,543
Inventories	6,346		4,948
Interest expense	4,183		2,154
Other	1,130		1,243
Deferred tax assets	64,591		41,277
Valuation allowance	(39,293)		(14,892)
Total deferred tax assets	25,298		26,385

Deferred tax liabilities
Intangible assets	—		(17,526)
Property, plant and equipment	(10,216)		(2,518)
Operating lease right-of-use assets	(17,767)		(11,579)
Total deferred tax liabilities	(27,983)		(31,623)
Net deferred tax liability	$	(2,685)	$	(5,238)

Other long-term assets - deferred tax assets	$	—	$	393
Long-term deferred tax liabilities	(2,685)		(5,631)
Net deferred tax liability	$	(2,685)	$	(5,238)

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 21,291,000	$ 26,607,000
Restricted cash	0	1,777,000
Accounts receivable, net	17,227,000	41,484,000
Inventories	111,398,000	189,134,000
Note receivable	0	622,000
Prepaid expenses and other current assets	5,032,000	9,760,000
Total current assets	154,948,000	269,384,000
Property, plant and equipment, net	51,135,000	50,473,000
Operating lease right-of-use assets	65,265,000	45,245,000
Goodwill	0	204,868,000
Intangible assets, net	300,366,000	314,819,000
Other assets	1,845,000	6,453,000
Total assets	573,559,000	891,242,000
Current liabilities:
Accounts payable	13,633,000	26,685,000
Accrued expenses and other current liabilities	13,208,000	33,996,000
Deferred revenue	3,654,000	18,273,000
Current portion of lease liabilities	9,099,000	7,198,000
Current portion of long-term debt	2,011,000	2,263,000
Total current liabilities	41,605,000	88,415,000
Long-term lease liabilities	56,299,000	38,595,000
Long-term debt	118,661,000	119,517,000
Deferred tax liabilities	2,685,000	5,631,000
Other long-term liabilities	4,428,000	3,904,000
Total liabilities	223,678,000	256,062,000
Commitments and contingencies (Note 14)
Stockholders’ equity
Common stock ($0.0001 par value; 300,000,000 shares authorized; 45,197,249 and 44,618,357 shares issued and outstanding at December 31, 2022, and December 31, 2021, respectively)	5,000	4,000
Additional paid-in capital	783,042,000	777,074,000
Accumulated other comprehensive loss	(7,235,000)	(1,382,000)
Accumulated deficit	(425,931,000)	(140,516,000)
Total stockholders’ equity	349,881,000	635,180,000
Total liabilities and stockholders’ equity	$ 573,559,000	$ 891,242,000

INCOME TAXES

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

INCOME TAXES

(Loss) income before tax was as follows:


	Years ended December 31,
	2022		2021
United States	$	(235,215)	$	(9,262)
Foreign	(56,643)		3,541
Loss before tax	$	(291,858)	$	(5,721)

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


	Years ended December 31,
	2022		2021
Current:
Federal	$	—	$	—
State	100		72
Foreign	2,767		1,787
Total current expense	2,867		1,859

Deferred:
Federal	(8,689)		(18,275)
State	(2,980)		(1,962)
Foreign	2,359		(759)
Total deferred benefit	(9,310)		(20,996)
Total income tax benefit	$	(6,443)	$	(19,137)

The reconciliation of income tax computed at the U.S. federal statutory tax rates of 21% to income tax benefit consists of the following:


	Years ended December 31,
	2022		2021
Effective rate reconciliation
U.S. federal tax benefit at statutory rate	$	(61,290)	$	(1,201)
State income taxes, net	422		68
Permanent items	3,785		542
Goodwill impairment	23,170		—
Global intangible low-taxed income	—		972
Foreign rate differential	(443)		1,032
162(m) officers compensation	1,010		6,969
Share-based compensation	26		(8,118)
Deferred adjustments	770		67
Transaction costs	—		2,290
Other, net	2,410		(973)
Valuation allowance	23,697		(20,785)
Total income tax benefit	$	(6,443)	$	(19,137)

Deferred income tax assets and liabilities consist of the following:


	December 31,
	2022		2021
Deferred tax assets
Lease liabilities	$	17,079	$	11,714
Accrued expenses	1,453		1,215
Share-based compensation	865		460
Intangible assets	2,110		—
Net operating loss	31,425		19,543
Inventories	6,346		4,948
Interest expense	4,183		2,154
Other	1,130		1,243
Deferred tax assets	64,591		41,277
Valuation allowance	(39,293)		(14,892)
Total deferred tax assets	25,298		26,385

Deferred tax liabilities
Intangible assets	—		(17,526)
Property, plant and equipment	(10,216)		(2,518)
Operating lease right-of-use assets	(17,767)		(11,579)
Total deferred tax liabilities	(27,983)		(31,623)
Net deferred tax liability	$	(2,685)	$	(5,238)

Other long-term assets - deferred tax assets	$	—	$	393
Long-term deferred tax liabilities	(2,685)		(5,631)
Net deferred tax liability	$	(2,685)	$	(5,238)

As of December 31, 2022, the Company had federal and state net operating loss (“NOL”) carryforwards of approximately $107,100 and $80,800, respectively. The federal and state NOL carryforwards, if not utilized, will begin to expire in 2037 and 2027, respectively, and $93,400 of the federal losses are indefinite. As of December 31, 2021, the Company had federal and state NOL carryforwards of approximately $74,900 and $56,900, respectively. Foreign NOL carryforwards were approximately $15,900 and $1,000 at December 31, 2022, and 2021, respectively. The majority of the foreign NOLs have a 20 year carryforward period.

The Company determined the amount of its valuation allowance based on estimates regarding the timing and amount of the reversal of taxable temporary differences, expected future taxable income by jurisdiction, and the impact of tax planning strategies. As of December 31, 2022, and 2021, 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 valuation allowances against certain foreign deferred tax assets.

The Company's effective tax rate differs from the U.S. federal statutory rate primarily due discrete tax benefits relating primarily to measurement period adjustments associated with 2021 acquisitions, 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. In connection with the measurement period adjustments associated with 2021 acquisitions, the Company recorded a net deferred tax liability which provided an additional source of taxable income to support the realization of the pre-existing deferred tax assets. The Company's income tax benefit was partially offset by income taxes from certain foreign subsidiaries.

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% stockholders in any three-year period. The Company experienced an aggregate ownership change which exceeded the 50% threshold in connection with the Company's IPO, and future changes in stock ownership may occur. To the extent that the Company earns net taxable income, the Company's ability to use NOLs to offset such taxable income may be subject to limitations. The annual limitation resulting from the IPO ownership change is not expected to result in the expiration of the NOL carry forwards before utilization.

In 2022 and 2021, 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, 2022, and 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.

- 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 https://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 https://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 https://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 https://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 https://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 https://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 https://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 https://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 https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Segment Narrative (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 segment	Dec. 31, 2021 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Contract liabilities \| $		$ 18,273
Number of operating segments	2
Number of reportable segments	1

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Operating Activities
Net (loss) income	$ (285,415)	$ 13,416
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation, depletion and amortization	41,527	14,934
Accounts Receivable, Credit Loss Expense (Reversal)	2,998	(110)
Provision for inventory obsolescence	16,449	1,201
Restructuring expenses	6,091	0
Stock-based compensation expense	8,354	5,006
Non-cash operating lease expense	9,751	5,660
Impairment charges	192,328	0
Change in fair value of contingent consideration	(1,560)	(2,610)
Deferred income tax benefit	(9,310)	(20,996)
Other	1,210	1,364
Changes in assets and liabilities:
Accounts receivable	16,665	(1,926)
Inventories	57,023	(46,849)
Prepaid expenses and other current assets	3,663	2,761
Other assets	262	(1,781)
Accounts payable	(11,998)	(12,303)
Accrued expenses and other current liabilities	(4,532)	(3,238)
Deferred revenue	(13,297)	5,080
Lease liabilities	(7,850)	(4,676)
Other long-term liabilities	(370)	0
Net cash provided by (used in) operating activities	21,989	(45,067)
Investing activities
Business combinations, net of cash and cash equivalents	190	(462,172)
Capital expenditures of property, plant and equipment	(8,229)	(5,402)
Other	(448)	(610)
Net cash used in investing activities	(8,487)	(468,184)
Financing activities
Proceeds from issuance of common stock upon follow-on public offering, net of offering costs	0	309,782
Proceeds from exercises of investor warrants	0	56,778
Payment of withholding tax related to restricted stock units	(2,470)	(20,025)
Borrowings under revolving credit facilities	853	142,628
Repayments of revolving credit facilities	(1,102)	(143,003)
Repayments of Term Loan	(1,250)	0
Proceeds from issuance of Term Loan, net of discount and issuance costs	0	119,879
Payments to settle contingent consideration	(15,474)	0
Other	(757)	(1,332)
Net cash (used in) provided by financing activities	(20,200)	464,707
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(395)	(27)
Net decrease in cash, cash equivalents and restricted cash	(7,093)	(48,571)
Cash, cash equivalents and restricted cash at beginning of year	28,384	76,955
Cash, cash equivalents and restricted cash at end of year	21,291	28,384
Non-cash investing and financing activities
Issuance of common stock as consideration in connection with business combinations	0	53,611
Increase in accrued expenses and other current liabilities for contingent consideration	0	19,644
Right-of-use assets acquired under operating lease obligation	28,972	22,873
Supplemental information
Cash paid for interest	9,643	1,621
Cash paid for income taxes	$ 3,906	$ 1,963

BUSINESS COMBINATIONS - Pro Forma (Details) $ in Millions	12 Months Ended
BUSINESS COMBINATIONS - Pro Forma (Details) $ in Millions	Dec. 31, 2021 USD ($)
Pro Forma Information:
Net sales	$ 596
Net income	$ 66

Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Dec. 31, 2022	Mar. 01, 2023	Jun. 30, 2022
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-39773
Entity Registrant Name	Hydrofarm Holdings Group, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	81-4895761
Entity Address, Address Line One	1510 Main Street
Entity Address, City or Town	Shoemakersville
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19555
City Area Code	707
Local Phone Number	765-9990
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	HYFM
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Entity Public Float			$ 148
Entity Common Stock, Shares Outstanding		45,258,497
Documents Incorporated by Reference	Portions of the registrant’s Proxy Statement for its 2023 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent stated herein. Such Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2022.
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Central Index Key	0001695295

GOODWILL AND INTANGIBLE ASSETS, NET - Future Amortization Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
2023	$ 24,525
2024	24,418
2025	24,348
2026	23,968
Thereafter	200,306
Total	$ 297,565	$ 193,926

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Net sales	$ 344,501	$ 479,420
Cost of goods sold	315,165	377,934
Gross profit	29,336	101,486
Operating expenses:
Selling, general and administrative	118,604	104,185
Impairments	192,328	0
Loss from operations	(281,596)	(2,699)
Interest expense	(10,958)	(2,138)
Loss on debt extinguishment or modification	(145)	(680)
Other income (expense), net	841	(204)
Loss before tax	(291,858)	(5,721)
Income tax benefit	6,443	19,137
Net (loss) income	$ (285,415)	$ 13,416
Net (loss) income per share:
Basic (in dollars per share)	$ (6.35)	$ 0.34
Diluted (in dollars per share)	$ (6.35)	$ 0.31
Weighted-average shares of common stock outstanding:
Basic (in shares)	44,974,856	39,991,809
Diluted (in shares)	44,974,856	42,989,195

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Property, Plant and Equipment (Details)	12 Months Ended
	Dec. 31, 2022
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

FAIR VALUE MEASUREMENTS

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

Contingent consideration, as described in Note 3 – Business Combinations, is measured at estimated fair value on a recurring basis and based on Level 3 fair value measurements. The fair value of the contingent consideration for the Heavy 16 and Aurora acquisitions was $200 and $16,834, respectively, as of December 31, 2021. The fair value of the contingent consideration for the Heavy 16 and Aurora acquisitions were both zero as of December 31, 2022, as the liabilities were paid during the year. The change in the fair value of contingent consideration during the years ended December 31, 2022, and 2021, was a benefit of $1,560 and $2,610, respectively, and was recognized in SG&A on the consolidated statements of operations for all periods presented. The valuation methodology and inputs used in the fair value measurement were disclosed in Note 3 – Business Combinations.

Nonrecurring fair value measurements include the Company’s goodwill impairment recognized during the year ended December 31, 2022, as determined based on unobservable Level 3 inputs. Refer to Note 4 – Goodwill and Intangible Assets, Net, for further discussion. The note receivable, as described in Note 2 – Basis of Presentation and Significant Accounting Policies, was measured at fair value on a nonrecurring basis. During the year ended December 31, 2022, the Company measured an impairment on the note receivable based on the estimated fair value of the collateral, which was considered a Level 3 fair value measurement. The Company recorded an impairment loss of $2,636 during the year ended December 31, 2022, recognized in Impairments on the consolidated statements of operations. The carrying value of the note receivable was

$475 and $3,111 as of December 31, 2022, and 2021, respectively. As of December 31, 2022, the note receivable was included in Other assets on the consolidated balance sheet.

The following table summarizes the fair value of the Company’s liabilities which are required to be remeasured to fair value on a recurring basis, as described above:

December 31, 2022

December 31, 2021

Fair Value Hierarchy Level

Carrying Amount

Estimated Fair Value

Carrying Amount

Estimated Fair Value

Liabilities

Contingent consideration:

Heavy 16 Acquisition

Level 3

—

200

Aurora Acquisition

Level 3

—

16,834

Other Fair Value Measurements

The following table summarizes the fair value of the Company’s assets and liabilities which are provided for disclosure purposes:


		December 31, 2022		December 31, 2021
	Fair Value Hierarchy Level	Carrying Amount	Estimated Fair Value	Carrying Amount	Estimated Fair Value
Assets
Cash and cash equivalents	Level 1	21,291	21,291	26,607	26,607
Restricted cash	Level 1	—	—	1,777	1,777

Liabilities
Debt facilities
Term Loan	Level 2	123,750	105,188	125,000	121,250
Other debt	Level 3	2,064	2,064	2,805	2,805

The fair value of the Term Loan was estimated based on Level 2 fair value measurements and was based on bank quotes. The carrying amount of the Term Loan reported above excludes unamortized deferred financing costs and discount. The carrying amount of Other Debt was $2,064 and $2,805 as of December 31, 2022, and 2021, respectively, and was primarily comprised of finance lease obligations. The estimated fair value of Other Debt approximated its carrying value given the applicable interest rates and the nature of the security interest in the Company’s assets, which were considered Level 3 fair value measurements. Refer to Note 10 – Debt, for further discussion of the Company's debt facilities.

Cash, cash equivalents, and restricted cash included funds deposited in banks, and the carrying values approximated fair values due to their short-term maturities. The carrying values of other current assets and liabilities including accounts receivable, accounts payable, accrued expenses and other current liabilities approximated their fair value due to their short-term maturities.

The Company did not have any transfers between Levels within the fair value hierarchy during years ended December 31, 2022, and 2021.

- 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

GOODWILL AND INTANGIBLE ASSETS, NET - Narrative (Details)	12 Months Ended
	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($) acquisition	Jun. 30, 2022 USD ($)	Aug. 03, 2021 USD ($)	Dec. 31, 2020 USD ($)
Finite-Lived Intangible Assets [Line Items]
Goodwill	$ 0	$ 204,868,000	$ 0		$ 0
Amortization expense	$ 33,308,000	$ 10,354,000
Number of businesses acquired \| acquisition		5
Greenstar
Finite-Lived Intangible Assets [Line Items]
Acquisitions		$ 43,009,000
Goodwill				$ 50,009,000
Computer software
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	5 years

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Accrued compensation and benefits	$ 2,522	$ 3,713
Freight, custom and duty accrual	1,022	2,094
Goods in transit accrual	1,172	3,473
Income tax accrual	451	729
Contingent consideration	0	17,034
Other accrued liabilities	8,041	6,953
Total accrued expenses and other current liabilities	$ 13,208	$ 33,996

EARNINGS (LOSS) PER COMMON SHARE (“EPS”) - Antidilutive (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Warrant
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive effect of share-based payments using the treasury stock method (in shares)	0	1,899,435
Shares subject to (in shares)	17,669	17,817
Performance Stock Unit (PSUs) and Restricted Stock Units (RSUs)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive effect of share-based payments using the treasury stock method (in shares)	0	1,311,914
Shares subject to (in shares)	1,088,879	71,871
Share-Based Payment Arrangement, Options Outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive effect of share-based payments using the treasury stock method (in shares)	0	831,517
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive effect of share-based payments using the treasury stock method (in shares)	0	533,009
Shares subject to (in shares)	670,026	10,641

SUBSEQUENT EVENTS (Details) - Eugene Property - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2037	Dec. 31, 2023	Jan. 31, 2023
Forecast
Subsequent Event [Line Items]
Rent expense	$ 964	$ 731
Subsequent Event
Subsequent Event [Line Items]
Initial purchase price, sale leaseback transaction			$ 8,598
Term of contract			15 years

STOCK-BASED COMPENSATION - Stock Option Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Number
Balance, outstanding, beginning (in shares)	720,549
Granted (in shares)	4,250
Exercised (in shares)	(8,283)
Cancelled (in shares)	(8,720)
Forfeited (in shares)	(37,770)
Balance, outstanding, ending (in shares)	670,026	720,549
Exercisable (in shares)	599,439
Vested and expected to vest (in shares)	670,026
Weighted average exercise price
Balance, outstanding, beginning (in dollars per share)	$ 9.57
Granted (in dollars per share)	13.12
Exercised (in dollars per share)	9.01
Cancelled (in dollars per share)	9.33
Forfeited (in dollars per share)	11.42
Balance, outstanding, ending (in dollars per share)	9.50	$ 9.57
Exercisable (in dollars per share)	8.90
Vested and expected to vest (in dollars per share)	9.50
Weighted average grant date fair value
Balance, outstanding, beginning (in dollars per share)	2.21
Granted (in dollars per share)	12.95
Exercised (in dollars per share)	2.12
Cancelled (in dollars per share)	3.27
Forfeited (in dollars per share)	7.20
Balance, outstanding, ending (in dollars per share)	2.05	$ 2.21
Exercisable (in dollars per share)	1.46
Vested and expected to vest (in dollars per share)	$ 2.05
Weighted average remaining contractual term (years)
Outstanding, term	5 years 3 months	7 years 4 months 13 days
Exercisable, term	5 years
Vested and expected to vest, term	5 years 3 months

LEASES - Balance Sheet (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Leased assets
Operating lease right-of-use assets	$ 65,265	$ 45,245
Finance lease assets	2,005	2,365
Total leased assets	67,270	47,610
Finance leases
Current, operating leases	9,099	7,198
Current, finance leases	$ 704	$ 739
Current, finance leases [Extensible Enumeration]	Current portion of long-term debt	Current portion of long-term debt
Noncurrent, operating leases	$ 56,299	$ 38,595
Noncurrent, finance leases	$ 1,200	$ 1,628
Noncurrent, finance leases [Extensible Enumeration]	Long-term debt - net of discount and deferred financing costs of $5,142 and $6,025 as of December 31, 2022, and December 31, 2021, respectively	Long-term debt - net of discount and deferred financing costs of $5,142 and $6,025 as of December 31, 2022, and December 31, 2021, respectively
Total lease liabilities	$ 67,302	$ 48,160

EARNINGS (LOSS) PER COMMON SHARE (“EPS”) - Shares Outstanding (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Shares subject to (in shares)	44,974,856	42,989,195

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Concentrations of Business and Credit Risk Narrative (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Supplier Concentration Risk \| Purchases \| One Supplier
Concentration Risk [Line Items]
Concentration risk, percentage	10.00%	10.00%

DEBT (Tables)

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Schedule of Debt

Debt is comprised of the following:


	December 31,
	2022		2021
Term Loan - net of unamortized discount and deferred financing costs of $5,142 and $6,025 as of December 31, 2022, and December 31, 2021, respectively	$	118,608	$	118,975
Other	2,064		2,805
Total debt	$	120,672	$	121,780

Current portion of long-term debt	$	2,011	$	2,263
Long-term debt - net of discount and deferred financing costs of $5,142 and $6,025 as of December 31, 2022, and December 31, 2021, respectively	118,661		119,517
Total debt	$	120,672	$	121,780

The following is a reconciliation of payment due:


	Finance lease obligations		Debt		Total
Current portion of long-term debt	$	704	$	1,307	$	2,011
Long-term debt	1,200		122,603		123,803
Total payments due	$	1,904	$	123,910	$	125,814

Schedule of Maturities of Long-term Debt

As of December 31, 2022, 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,
2023	$	1,307
2024	1,269
2025	1,269
2026	1,269
2027	1,270
Thereafter	117,526
Total principal payments under long-term debt	$	123,910

EARNINGS (LOSS) PER COMMON SHARE (“EPS”)

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

EARNINGS (LOSS) PER COMMON SHARE (“EPS”)

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

Diluted EPS represents net (loss) income 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 shares of common stock 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.

The following table presents information necessary to calculate basic and diluted EPS for the years ended December 31, 2022, and 2021:


	Years ended December 31,
	2022		2021
Net (loss) income	$	(285,415)	$	13,416
Weighted-average shares of common stock outstanding	44,974,856		39,991,809
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
Diluted weighted-average shares of common stock outstanding	44,974,856		42,989,195
Basic EPS	$	(6.35)	$	0.34
Diluted EPS	$	(6.35)	$	0.31


	Years ended December 31,
	2022	2021
Shares subject to warrants outstanding	—	1,899,435
Shares subject to unvested performance based and restricted stock units	—	1,311,914
Shares subject to stock options outstanding	—	831,517


	Years ended December 31,
	2022	2021
Shares subject to warrants outstanding	17,669	17,817
Shares subject to unvested performance based and restricted stock units	1,088,879	71,871
Shares subject to stock options outstanding	670,026	10,641

ACCOUNTS RECEIVABLE, NET AND INVENTORIES - Inventories (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Receivables [Abstract]
Finished goods	$ 83,134	$ 145,298
Work-in-process	5,403	5,967
Raw materials	38,558	41,399
Allowance for inventory obsolescence	(15,697)	(3,530)
Total inventories	$ 111,398	$ 189,134

STOCK-BASED COMPENSATION - Assumptions (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average exercise price of common stock underlying the options (in dollars per share)	$ 13.12
Dividend yield	0.00%
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average exercise price of common stock underlying the options (in dollars per share)	$ 13.12	$ 59.03
Volatility	200.00%	45.00%
Risk-free rate	2.80%	0.85%
Dividend yield	0.00%	0.00%
Expected term in years	6 years	6 years

DEBT - Term Loans (Details) - USD ($) $ in Thousands		12 Months Ended
DEBT - Term Loans (Details) - USD ($) $ in Thousands	Oct. 25, 2021	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Long-term debt, gross		$ 123,910
Term loan \| Level 2 \| Carrying Amount
Debt Instrument [Line Items]
Debt		$ 123,750	$ 125,000
Secured Debt \| Senior Term Loan
Debt Instrument [Line Items]
Long-term debt, gross	$ 125,000
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
Debt instrument, interest rate during period		8.30%
Interest expense, debt		$ 10,331
Amortization of deferred financing costs		$ 883
Debt instrument, quarterly payment, principal outstanding, percentage	0.25%
Secured Debt \| Senior Term Loan \| LIBOR
Debt Instrument [Line Items]
Debt instrument, floor on variable rate	1.00%
Debt instrument, basis spread on variable rate	5.50%
Secured Debt \| Senior Term Loan \| Alternative Base Rate
Debt Instrument [Line Items]
Debt instrument, floor on variable rate	2.00%
Debt instrument, basis spread on variable rate	4.50%

INCOME TAXES - Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets
Lease liabilities	$ 17,079	$ 11,714
Accrued expenses	1,453	1,215
Share-based compensation	865	460
Intangible assets	2,110	0
Net operating loss	31,425	19,543
Inventories	6,346	4,948
Interest expense	4,183	2,154
Other	1,130	1,243
Deferred tax assets	64,591	41,277
Valuation allowance	(39,293)	(14,892)
Total deferred tax assets	25,298	26,385
Deferred tax liabilities
Intangible assets	0	(17,526)
Property, plant and equipment	(10,216)	(2,518)
Operating lease right-of-use assets	(17,767)	(11,579)
Total deferred tax liabilities	(27,983)	(31,623)
Net deferred tax liability	(2,685)	(5,238)
Other long-term assets - deferred tax assets	0	393
Long-term deferred tax liabilities	$ (2,685)	$ (5,631)

GOODWILL AND INTANGIBLE ASSETS, NET (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The changes in goodwill are as follows:


	Goodwill
Balance at December 31, 2020	$	—
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 December 31, 2021	$	204,868
Acquisition - IGE Entities - measurement period adjustments	(21,304)
Acquisition - Greenstar - measurement period adjustments	7,000
Acquisition - all others - measurement period adjustments and foreign currency translation adjustments, net	(992)
Impairments	(189,572)
Balance at December 31, 2022	$	—

Schedule of Indefinite-Lived Intangible Assets

Intangible assets, net comprised the following:


	December 31, 2022						December 31, 2021
	Gross Carrying Amount		Accumulated Amortization		Net Book Value		Gross Carrying Amount		Accumulated Amortization		Net Book Value
Finite-lived intangible assets:
Computer software	$	9,408	$	(7,976)	$	1,432	$	8,814	$	(7,208)	$	1,606
Customer relationship	99,933		(24,533)		75,400		101,222		(16,517)		84,705
Technology, formulations and recipes	114,187		(15,344)		98,843		110,561		(3,630)		106,931
Trade names and trademarks	131,410		(10,052)		121,358		—		—		—
Other	4,778		(4,246)		532		2,428		(1,744)		684
Total finite-lived intangible assets, net	359,716		(62,151)		297,565		223,025		(29,099)		193,926

Indefinite-lived intangible assets:
Trade name	2,801		—		2,801		120,773		—		120,773
Other	—		—		—		120		—		120
Total Intangible assets, net	$	362,517	$	(62,151)	$	300,366	$	343,918	$	(29,099)	$	314,819

Schedule of Finite-Lived Intangible Assets

Intangible assets, net comprised the following:


	December 31, 2022						December 31, 2021
	Gross Carrying Amount		Accumulated Amortization		Net Book Value		Gross Carrying Amount		Accumulated Amortization		Net Book Value
Finite-lived intangible assets:
Computer software	$	9,408	$	(7,976)	$	1,432	$	8,814	$	(7,208)	$	1,606
Customer relationship	99,933		(24,533)		75,400		101,222		(16,517)		84,705
Technology, formulations and recipes	114,187		(15,344)		98,843		110,561		(3,630)		106,931
Trade names and trademarks	131,410		(10,052)		121,358		—		—		—
Other	4,778		(4,246)		532		2,428		(1,744)		684
Total finite-lived intangible assets, net	359,716		(62,151)		297,565		223,025		(29,099)		193,926

Indefinite-lived intangible assets:
Trade name	2,801		—		2,801		120,773		—		120,773
Other	—		—		—		120		—		120
Total Intangible assets, net	$	362,517	$	(62,151)	$	300,366	$	343,918	$	(29,099)	$	314,819

The following are the estimated useful lives and the weighted-average amortization period as of December 31, 2022, for the major classes of finite-lived intangible assets:


	Useful lives	Weighted-average amortization period
Computer software	5 years	3 years
Customer relationships	7 to 18 years	11 years
Technology, formulations and recipes	8 to 12 years	10 years
Trade names and trademarks	15 to 20 years	18 years

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

The estimated aggregate future amortization expense for intangible assets subject to amortization as December 31, 2022, is summarized below:


	Estimated Future Amortization Expense
Year ending December 31,
2023	$	24,525
2024	24,418
2025	24,348
2026	23,968
Thereafter	200,306
Total	$	297,565

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1A
-URI https://asc.fasb.org/extlink&oid=121556970&loc=SL108378252-109267

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 2
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13854-109267

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 55
-Paragraph 24
-URI https://asc.fasb.org/extlink&oid=122137925&loc=d3e14258-109268

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

+ Details

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

GOODWILL AND INTANGIBLE ASSETS, NET - Intangible Assets, net (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 359,716	$ 223,025
Accumulated Amortization	(62,151)	(29,099)
Total	297,565	193,926
Indefinite-lived Intangible Assets [Line Items]
Gross Carrying Amount	362,517	343,918
Total	300,366	314,819
Trade Names
Indefinite-lived Intangible Assets [Line Items]
Gross Carrying Amount	2,801	120,773
Other intangible assets
Indefinite-lived Intangible Assets [Line Items]
Gross Carrying Amount	0	120
Computer software
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	9,408	8,814
Accumulated Amortization	(7,976)	(7,208)
Total	1,432	1,606
Customer relationship
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	99,933	101,222
Accumulated Amortization	(24,533)	(16,517)
Total	75,400	84,705
Technology, formulations and recipes
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	114,187	110,561
Accumulated Amortization	(15,344)	(3,630)
Total	98,843	106,931
Other intangible assets
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	4,778	2,428
Accumulated Amortization	(4,246)	(1,744)
Total	532	684
Trademarks and trade names
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	131,410	0
Accumulated Amortization	(10,052)	0
Total	$ 121,358	$ 0

CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (Parenthetical)	12 Months Ended
	Dec. 31, 2021 USD ($)
Statement of Stockholders' Equity [Abstract]
Issuance of common stock in connection with offering, net of offering cost	$ 16,303

COMMITMENTS AND CONTINGENCIES, AND RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Operating lease, expense	$ 9,751	$ 5,660
Petaluma, California
Related Party Transaction [Line Items]
Operating lease, expense		$ 639

DEBT - Components (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Debt	$ 120,672	$ 121,780
Current portion of long-term debt	2,011	2,263
Long-term debt - net of discount and deferred financing costs of $5,142 and $6,025 as of December 31, 2022, and December 31, 2021, respectively	118,661	119,517
Total debt	120,672	121,780
Unamortized discount and deferred financing costs	5,142	6,025
Term loan
Debt Instrument [Line Items]
Debt	118,608	118,975
Unamortized discount and deferred financing costs	5,142	6,025
Other debt
Debt Instrument [Line Items]
Debt	$ 2,064	$ 2,805

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

BUSINESS COMBINATIONS (Tables)

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Business Acquisitions, by Acquisition

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:	Amount		Amount		Amount		Amount		Amount
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 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

Business Acquisition, Pro Forma Information


	Year ended
	December 31, 2021
	Estimated ($ in millions)
Net sales	$	596
Net income	$	66

STOCK-BASED COMPENSATION - Narrative (Details) $ in Thousands	1 Months Ended		12 Months Ended
	Jul. 31, 2021 shares	Nov. 30, 2020 USD ($) shares	Dec. 31, 2022 USD ($) plan tranche shares	Dec. 31, 2021 USD ($) shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of equity plans maintained \| plan			3
Compensation expense \| $		$ 3,180
Intrinsic value of options exercised \| $			$ 82	$ 7,448
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of options vested \| $			309	412
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense \| $			361	440
Cost not yet recognized, amount \| $			$ 407
Cost not yet recognized, period for recognition			1 year 3 months 14 days
Vesting period			10 years
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense \| $			$ 7,638	4,566
Shares withheld for payroll taxes related to vesting of restricted stock units (in shares) \| shares			247,979
Shares issued for share based compensation arrangements (in shares) \| shares			818,489
Tax withholding obligation, share based compensation \| $			$ 2,461	$ 9
Vested (in shares) \| shares	148,315		824,846
Unvested (in shares) \| shares			992,633	1,087,608
Granted (in shares) \| shares			785,486
Vested in period, fair value \| $			$ 7,628	$ 6,090
Cost not yet recognized, amount \| $			$ 5,920
Cost not yet recognized, period for recognition			1 year 3 months 10 days
Deferred (in shares) \| shares			6,357
Restricted stock units with performance based vesting conditions on a qualifying liquidity event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unvested (in shares) \| shares			0	111,236
PSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense \| $			$ 355
Unvested (in shares) \| shares			96,246	0
Granted (in shares) \| shares			116,113
Cost not yet recognized, amount \| $			$ 101
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			1,340,129
Capital shares reserved for future issuance (in shares) \| shares		2,284,053
Percentage of outstanding stock maximum		4.00%
Purchase price of common stock, percent		100.00%
Expiration period		10 years		1 year
2020 Employee, Director, and Consultant Equity Incentive Plan \| Share-Based Payment Arrangement, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration period			1 year
2020 Employee, Director, and Consultant Equity Incentive Plan \| Restricted stock units \| Share-Based Payment Arrangement, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration period			3 years
2020 Employee, Director, and Consultant Equity Incentive Plan \| Restricted stock units \| Share-Based Payment Arrangement, Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting tranches \| tranche			3

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
Forgiveness of assets and liabilities					0
Total purchase price					77,367
Acquisition-related costs					$ 3,109
H&G Entities
Business Acquisition [Line Items]
Cash				$ 133,483
Common stock				0
Contingent consideration				0
Forgiveness of assets and liabilities				0
Total purchase price				133,483
Acquisition-related costs				$ 5,063
Aurora
Business Acquisition [Line Items]
Cash			$ 133,962
Common stock			25,824
Contingent consideration			19,300
Forgiveness of assets and liabilities			(215)
Total purchase price			178,871
Acquisition-related costs			$ 7,358
Greenstar
Business Acquisition [Line Items]
Cash		$ 85,121
Common stock		0
Contingent consideration		0
Forgiveness of assets and liabilities		(1,601)
Total purchase price		83,520
Acquisition-related costs		$ 3,688
IGE Entities
Business Acquisition [Line Items]
Cash	$ 49,129
Common stock	11,051
Contingent consideration	0
Forgiveness of assets and liabilities	722
Total purchase price	60,902
Acquisition-related costs	$ 2,150

LEASES (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Lessee, Assets and Liabilities

Total ROU assets and lease liabilities were as follows:


		December 31,
	Balance Sheet Classification	2022		2021
Leased assets
Operating ROU assets	Operating lease right-of-use assets	$	65,265	$	45,245
Finance lease assets	Property, plant and equipment, net	2,005		2,365
Total leased assets		$	67,270	$	47,610

Lease liabilities
Current:
Operating leases	Current portion of lease liabilities	$	9,099	$	7,198
Finance leases	Current portion of long-term debt	704		739
Noncurrent:
Operating leases	Long-term lease liabilities	56,299		38,595
Finance leases	Long-term debt	1,200		1,628
Total lease liabilities		$	67,302	$	48,160

Lease, Cost

Total lease income and costs were as follows:


		For the years ended December 31,
	Classification	2022		2021
Operating lease costs	Selling, general and administrative	$	11,484	$	6,664
Finance lease costs:
Amortization of lease assets	Selling, general and administrative	285		291
Amortization of lease assets	Cost of goods sold	327		—
Interest on lease liabilities	Interest expense	61		33
Sublease income	Selling, general and administrative	(1,533)		(277)


	December 31,
	2022		2021
Weighted-average remaining lease term in years:
Operating leases	7.1		6.8
Finance leases	3.1		3.5

Weighted-average discount rate:
Operating leases	4.00	%	3.32	%
Finance leases	3.63	%	4.62	%

Cash paid for amounts included in lease liabilities in 2022, and 2021 were:


	For the years ended December 31,
Cash paid for amounts included in lease liabilities:	2022		2021
Operating cash flows from operating leases	$	(9,035)	$	(5,675)
Operating cash flows from finance leases	(61)		(33)
Financing cash flows from finance leases	(756)		(302)

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, 2022, are as follows:


Year ending December 31,	Operating		Finance
2023	$	11,463	$	760
2024	11,043		634
2025	10,466		481
2026	9,180		63
2027	8,941		69
Thereafter	25,016		—
Total rental payments	76,109		2,007
Less portion representing interest	10,711		103
Total principal	65,398		1,904
Less current portion	9,099		704
Long-term portion	$	56,299	$	1,200

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, 2022, are as follows:


Year ending December 31,	Operating		Finance
2023	$	11,463	$	760
2024	11,043		634
2025	10,466		481
2026	9,180		63
2027	8,941		69
Thereafter	25,016		—
Total rental payments	76,109		2,007
Less portion representing interest	10,711		103
Total principal	65,398		1,904
Less current portion	9,099		704
Long-term portion	$	56,299	$	1,200

LEASES - Cash Flow (Details) - USD ($) $ in Thousands	12 Months Ended
LEASES - Cash Flow (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Operating cash flows from operating leases	$ (9,035)	$ (5,675)
Operating cash flows from finance leases	(61)	(33)
Financing cash flows from finance leases	$ (756)	$ (302)

DEBT

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

DEBT

Debt is comprised of the following:


	December 31,
	2022		2021
Term Loan - net of unamortized discount and deferred financing costs of $5,142 and $6,025 as of December 31, 2022, and December 31, 2021, respectively	$	118,608	$	118,975
Other	2,064		2,805
Total debt	$	120,672	$	121,780

Current portion of long-term debt	$	2,011	$	2,263
Long-term debt - net of discount and deferred financing costs of $5,142 and $6,025 as of December 31, 2022, and December 31, 2021, respectively	118,661		119,517
Total debt	$	120,672	$	121,780

Term Loan

On October 25, 2021, the Company and certain of its direct and indirect subsidiaries (the "Obligors") entered into a Credit and Guaranty Agreement with JPMorgan Chase Bank, N.A., as administrative agent for the 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 at the inception of the Term Loan and are being amortized to interest expense over the term of the loan. For the year ended December 31, 2022, the effective interest rate was 8.30% and interest expense was $10,331, which includes amortization of deferred financing costs of $883.

The principal amounts of the Term Loan are required to be repaid in consecutive quarterly installments in amounts equal to 0.25% of the 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 also 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. There were no such mandatory prepayments made since inception of the Term Loan. As of December 31, 2022, and 2021, the outstanding principal balance on the Term Loan was $123,750 and $125,000, respectively.

The Term Loan requires the Company to maintain certain reporting requirements, affirmative covenants, and negative covenants, and the Company was in compliance with all requirements as of December 31, 2022. 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.

Revolving asset-backed credit facilities

JPMorgan Revolving Loan Facility

On March 29, 2021, the Obligors entered into a Senior Secured Revolving Credit Facility (the “JPMorgan Revolving Loan 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 Revolving Loan Facility is due on March 29, 2024, or any earlier date on which the revolving commitments are reduced to zero.

The three-year JPMorgan Revolving Loan Facility originally had a borrowing limit of $50,000. On August 31, 2021, the 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 previously acquired subsidiaries became party to the JPMorgan Revolving Loan Facility as either borrowers or as guarantors. 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 described above, and made certain conforming changes to comport with the Term Loan provisions.

The JPMorgan Revolving Loan Facility was further amended by a third amendment and joinder dated August 23, 2022, (the “Third Amendment”) pursuant to which several previously acquired subsidiaries became parties to the JPMorgan Revolving Loan Facility and granted liens on their assets. On December 22, 2022, the Company entered into a fourth amendment (the “Fourth Amendment”) pursuant to which the maximum commitment amount under the JPMorgan Revolving Loan Facility was reduced from $100,000 to $75,000, a sale-leaseback transaction was permitted, and certain other changes were made, including changing the LIBOR based rates to SOFR based rates. The Loss on debt modification of $145 for the year ended December 31, 2022, resulted primarily from the write-off of unamortized deferred financing costs associated with the modification of the JPMorgan Revolving Loan Facility entered into during the fourth quarter of 2022.

The unamortized debt issuance costs were $580 as of December 31, 2022, and are included in Other assets in the consolidated balance sheet. Debt issuance costs are being amortized to interest expense over the term of the JPMorgan Revolving Loan Facility.

The JPMorgan Revolving Loan Facility is an asset-based facility that is secured by a first lien on the working capital assets of the Company and a second lien on the non-working capital assets of the Company (including most of the Company’s subsidiaries). The borrowing base is based on a detailed monthly calculation of the sum of (a) a percentage of the Eligible Accounts at such time, plus (b) the lesser of (i) a percentage of the Eligible Inventory, at such time, valued at the lower of cost or market value, determined on a first-in-first-out basis, and (ii) the product of a percentage multiplied by the Net Orderly Liquidation Value percentage identified in the most recent inventory appraisal ordered by the Administrative Agent multiplied by the Eligible Inventory, valued at the lower of cost or market value, determined on a first-in-first-out basis, minus (c) Reserves (each of the defined terms above, as defined in the JPMorgan Revolving Loan Facility documents).

The Company is required to maintain certain reporting requirements, affirmative covenants and negative covenants, pursuant to terms outlined in the agreement. Additionally, if the Company’s Excess Availability (as defined in the JPMorgan Revolving Loan Facility documents) is less than an amount equal to 10% of the Aggregate Revolving Commitment (currently $75,000), the Company will be required to maintain a minimum fixed charge coverage ratio of 1.1x on a rolling twelve-month basis until the Excess Availability is more than 10% of the Aggregate Revolving Commitment for thirty consecutive days. In order to consummate permitted acquisitions or to make restricted payments, the Company would be required to comply with a higher fixed charge coverage ratio of 1.15x, but no such acquisitions or payments are currently contemplated. As of December 31, 2022, the Company is in compliance with the covenants contained in the JPMorgan Revolving Loan Facility.

The JPMorgan Revolving Loan Facility provides for various interest rate options including the Adjusted Term SOFR Rate, the Adjusted REVSOFR30 Rate, the CB Floating Rate, the Adjusted Daily Simple SOFR, the CBFR, the Canadian Prime Rate, or the CDOR Rate. The rates that use SOFR as the reference rate (Adjusted Term SOFR Rate, the Adjusted REVSOFR30 Rate, the Adjusted Daily Simple SOFR and the CBFR rate) use the Term SOFR Rate plus 1.95%. Each rate has a 0.0% floor. A fee of 0.25% per annum is charged for available but unused borrowings.

As of December 31, 2022, and 2021, the Company had zero borrowed under the facility, and would be able to borrow approximately $40 million under the JPMorgan Revolving Loan Facility, before we would be required to comply with the minimum fixed charge coverage ratio of 1.1x.

Encina Credit Facility

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.

The Encina Credit Facility was replaced in March 2021 by the JPMorgan Revolving Loan 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.

Other debt

Other debt as of December 31, 2022, was primarily comprised of $1,904 in finance lease obligations and $160 in a foreign subsidiary's other debt which constitutes an immaterial revolving line of credit and mortgage. Other debt as of December 31, 2021, was primarily comprised of $2,367 in finance lease obligations, $438 in a foreign subsidiary's other debt which constitutes an immaterial revolving line of credit and mortgage.

Aggregate future principal payments

As of December 31, 2022, 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,
2023	$	1,307
2024	1,269
2025	1,269
2026	1,269
2027	1,270
Thereafter	117,526
Total principal payments under long-term debt	$	123,910

The following is a reconciliation of payment due:


	Finance lease obligations		Debt		Total
Current portion of long-term debt	$	704	$	1,307	$	2,011
Long-term debt	1,200		122,603		123,803
Total payments due	$	1,904	$	123,910	$	125,814

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI https://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: 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(c))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2022
Audit Information [Abstract]
Auditor Name	Deloitte & Touche LLP
Auditor Firm ID	34
Auditor Location	Minneapolis, Minnesota

LEASES - Future Minimum Lease Payment (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Operating
2023	$ 11,463
2024	11,043
2025	10,466
2026	9,180
2027	8,941
Thereafter	25,016
Total rental payments	76,109
Less portion representing interest	10,711
Total principal	65,398
Current, operating leases	9,099	$ 7,198
Long-term portion	56,299	38,595
Finance
2023	760
2024	634
2025	481
2026	63
2027	69
Thereafter	0
Total rental payments	2,007
Less portion representing interest	103
Total principal	1,904	2,367
Current, finance leases	704	739
Long-term portion	$ 1,200	$ 1,628

DEBT - Future Principal Payments Reconciliation (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Finance
Current, finance leases	$ 704	$ 739
Noncurrent, finance leases	1,200	1,628
Total principal	1,904	$ 2,367
Debt
Current portion of long-term debt	1,307
Long-term debt	122,603
Total debt	123,910
Current portion of long-term debt	2,011
Long-term debt	123,803
Total payments due	$ 125,814

ACCOUNTS RECEIVABLE, NET AND INVENTORIES (Tables)

12 Months Ended

Dec. 31, 2022

Receivables [Abstract]

Schedule of Accounts Receivable, Net

Accounts receivable, net comprised the following:


	December 31,
	2022		2021
Trade accounts receivable	$	18,204	$	35,511
Allowance for doubtful accounts	(1,556)		(1,156)
Other receivables	579		7,129
Total accounts receivable, net	$	17,227	$	41,484

Schedule of Inventories

Inventories comprised the following:


	December 31,
	2022		2021
Finished goods	$	83,134	$	145,298
Work-in-process	5,403		5,967
Raw materials	38,558		41,399
Allowance for inventory obsolescence	(15,697)		(3,530)
Total inventories	$	111,398	$	189,134

LEASES - Income and Costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Lessee, Lease, Description [Line Items]
Operating lease costs	$ 11,484	$ 6,664
Interest on lease liabilities	61	33
Sublease income	(1,533)	(277)
Selling, General and Administrative Expenses
Lessee, Lease, Description [Line Items]
Amortization of lease assets	285	291
Cost of goods sold
Lessee, Lease, Description [Line Items]
Amortization of lease assets	$ 327	$ 0

BUSINESS COMBINATIONS - Narrative (Details)						12 Months Ended
BUSINESS COMBINATIONS - Narrative (Details)	Nov. 01, 2021 USD ($)	Aug. 03, 2021 USD ($)	Jul. 01, 2021 USD ($)	Jun. 01, 2021 USD ($)	May 03, 2021 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($) acquisition	Jul. 31, 2022 USD ($)
Business Acquisition [Line Items]
Number of businesses acquired \| acquisition							5
Additional amortization expense						$ 5,894,000
Contingent consideration						0	$ 17,034,000
Change in fair value of contingent consideration						$ 1,560,000	2,610,000
Customer relationship \| Minimum
Business Acquisition [Line Items]
Useful life						7 years
Customer relationship \| Maximum
Business Acquisition [Line Items]
Useful life						12 years
Technology, Formulations and Recipes \| Minimum
Business Acquisition [Line Items]
Useful life						8 years
Technology, Formulations and Recipes \| Maximum
Business Acquisition [Line Items]
Useful life						12 years
Computer software
Business Acquisition [Line Items]
Useful life						3 years
Trade Names \| Minimum
Business Acquisition [Line Items]
Useful life						15 years
Trade Names \| Maximum
Business Acquisition [Line Items]
Useful life						20 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
Change in fair value of contingent consideration						$ (144,000)
Contingent consideration					344,000
Forgiveness of assets and liabilities					$ 0
Field 16, LLC (Heavy 16) \| Carrying Amount
Business Acquisition [Line Items]
Contingent consideration						0	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
H&G Entities
Business Acquisition [Line Items]
Percentage of voting interests acquired				100.00%
Consideration transferred				$ 133,483,000
Cash				133,483,000
Common stock				0
Contingent consideration				0
Forgiveness of assets and liabilities				$ 0
Aurora
Business Acquisition [Line Items]
Percentage of voting interests acquired			100.00%
Consideration transferred			$ 178,871,000
Cash			133,962,000
Common stock			25,824,000
Contingent consideration			19,300,000
Contingent consideration arrangements, range of outcomes, value, high			70,997,000
Contingent consideration								$ 15,274,000
Change in fair value of contingent consideration						(1,560,000)	(2,466,000)
Contingent consideration			19,300,000
Forgiveness of accounts payable			215,000
Contingent consideration arrangements, excess EBITDA			$ 15,556,000
Contingent consideration arrangements, multiplier			11
Forgiveness of assets and liabilities			$ (215,000)
Aurora \| Carrying Amount
Business Acquisition [Line Items]
Contingent consideration						$ 0	$ 16,834,000
Aurora \| Valuation Technique, Discounted Cash Flow \| Measurement Input, Discount Rate
Business Acquisition [Line Items]
Contingent consideration, liability, measurement input			0.15
Greenstar
Business Acquisition [Line Items]
Percentage of voting interests acquired		100.00%
Consideration transferred		$ 83,520,000
Cash		85,121,000
Common stock		0
Contingent consideration		0
Forgiveness of accounts payable		1,601,000
Forgiveness of assets and liabilities		$ (1,601,000)
IGE Entities
Business Acquisition [Line Items]
Percentage of voting interests acquired	100.00%
Consideration transferred	$ 60,902,000
Cash	49,129,000
Common stock	11,051,000
Contingent consideration	0
Forgiveness of assets and liabilities	$ 722,000

STOCKHOLDERS’ EQUITY

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

STOCKHOLDERS’ EQUITY

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. As of December 31, 2022, there were 45,197,249 shares outstanding and 300,000,000 shares authorized.

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.

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 SG&A in the consolidated statements of operations.

As of December 31, 2022, the following table summarizes the outstanding warrants:


	Number of Warrants	Exercise Price
Placement agent warrants	11,662	$	8.43
Placement agent warrants	6,007	$	16.86
Total	17,669	$	11.30

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


	Number of Warrants	Exercise Price
Placement agent warrants	11,810	$	8.43
Placement agent warrants	6,007	$	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.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI https://asc.fasb.org/topic&trid=2208762

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 15: 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(e)(1))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 50
-Paragraph 6
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

+ Details

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Entity-wide Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Segment Reporting Information [Line Items]
Net sales	$ 344,501	$ 479,420
Property, plant and equipment, net and operating lease right-of-use assets	116,400	95,718
Operating segments \| United States
Segment Reporting Information [Line Items]
Net sales	280,464	399,749
Property, plant and equipment, net and operating lease right-of-use assets	80,380	85,167
Operating segments \| Canada
Segment Reporting Information [Line Items]
Net sales	68,153	87,281
Property, plant and equipment, net and operating lease right-of-use assets	36,020	10,551
Intersegment eliminations
Segment Reporting Information [Line Items]
Net sales	$ (4,116)	$ (7,610)

- Definition

+ References

+ Details

STOCK-BASED COMPENSATION - PSU Activity (Details) - PSU	12 Months Ended
STOCK-BASED COMPENSATION - PSU Activity (Details) - PSU	Dec. 31, 2022 $ / shares shares
Number of RSUs
Balance, beginning (in shares) \| shares	0
Granted (in shares) \| shares	116,113
Forfeited (in shares) \| shares	(19,867)
Balance, ending (in shares) \| shares	96,246
Weighted average grant date fair value
Balance, beginning (in dollars per shares) \| $ / shares	$ 0
Granted (in dollars per share) \| $ / shares	15.74
Forfeited (in dollars per share) \| $ / shares	15.74
Balance, ending (in dollars shares) \| $ / shares	$ 15.74

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Revenue from External Customers by Geographic Areas


	Years ended December 31,
	2022		2021
United States	$	280,464	$	399,749
Canada	68,153		87,281
Intersegment eliminations	(4,116)		(7,610)
Total consolidated net sales	$	344,501	$	479,420


	December 31,
	2022		2021
United States	$	80,380	$	85,167
Canada	36,020		10,551
Total property, plant and equipment, and operating lease right-of-use assets, net	$	116,400	$	95,718

Long-lived Assets by Geographic Areas


	Years ended December 31,
	2022		2021
United States	$	280,464	$	399,749
Canada	68,153		87,281
Intersegment eliminations	(4,116)		(7,610)
Total consolidated net sales	$	344,501	$	479,420


	December 31,
	2022		2021
United States	$	80,380	$	85,167
Canada	36,020		10,551
Total property, plant and equipment, and operating lease right-of-use assets, net	$	116,400	$	95,718

Schedule of Property and Equipment

Property, plant and equipment, excluding peat bogs and related development, are depreciated 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

Property, plant and equipment, net comprised the following:


	December 31,
	2022		2021
Machinery and equipment	$	27,832	$	25,177
Peat bogs and related development	10,761		8,686
Building and improvements	9,920		9,510
Land	6,107		6,120
Furniture and fixtures	3,921		2,867
Computer equipment	3,337		3,197
Leasehold improvements	4,177		3,207
Gross property, plant, and equipment	66,055		58,764
Less: accumulated depreciation	(14,920)		(8,291)
Total property, plant and equipment, net	$	51,135	$	50,473

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
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)	45,197,249	44,618,357
Common stock, shares outstanding (in shares)	45,197,249	44,618,357

LEASES - Weighted-Average (Details)	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Weighted-average remaining lease term in years, operating lease	7 years 1 month 6 days	6 years 9 months 18 days
Weighted-average remaining lease term in years, finance lease	3 years 1 month 6 days	3 years 6 months
Weighted-average discount rate, operating lease	4.00%	3.32%
Weighted-average discount rate, finance lease	3.63%	4.62%

BUSINESS COMBINATIONS - Allocation (Details) - USD ($)	Dec. 31, 2022	Jun. 30, 2022	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	$ 0	$ 0	$ 204,868,000						$ 0
Field 16, LLC (Heavy 16)
Business Acquisition [Line Items]
Accounts receivable								$ 510,000
Inventories								1,451,000
Prepaid expenses and other current assets								34,000
Property and equipment								1,078,000
Operating lease right-of-use assets								1,088,000
Other assets								25,000
Accounts payable								(1,055,000)
Accrued expenses and other current liabilities								(226,000)
Current portion of lease liabilities								(274,000)
Current portion of long-term debt								0
Long-term deferred tax liabilities								0
Long-term lease liabilities								(868,000)
Long-term debt								0
Other long-term liabilities								0
Net identifiable assets								1,763,000
Identifiable intangible assets								57,400,000
Goodwill								18,204,000
Total purchase price allocation								77,367,000
Field 16, LLC (Heavy 16) \| Other intangible assets
Business Acquisition [Line Items]
Identifiable intangible assets								200,000
Field 16, LLC (Heavy 16) \| Customer relationship
Business Acquisition [Line Items]
Identifiable intangible assets								5,100,000
Field 16, LLC (Heavy 16) \| Trademarks and trade names
Business Acquisition [Line Items]
Identifiable intangible assets								18,500,000
Field 16, LLC (Heavy 16) \| Technology, Formulations and Recipes
Business Acquisition [Line Items]
Identifiable intangible assets								$ 33,600,000
H&G Entities
Business Acquisition [Line Items]
Accounts receivable							$ 3,308,000
Inventories							6,559,000
Prepaid expenses and other current assets							493,000
Property and equipment							358,000
Operating lease right-of-use assets							1,921,000
Other assets							213,000
Accounts payable							(1,320,000)
Accrued expenses and other current liabilities							(445,000)
Current portion of lease liabilities							(447,000)
Current portion of long-term debt							0
Long-term deferred tax liabilities							(25,589,000)
Long-term lease liabilities							(1,501,000)
Long-term debt							0
Other long-term liabilities							0
Net identifiable assets							(16,450,000)
Identifiable intangible assets							100,300,000
Goodwill							49,633,000
Total purchase price allocation							133,483,000
H&G Entities \| Other intangible assets
Business Acquisition [Line Items]
Identifiable intangible assets							200,000
H&G Entities \| Customer relationship
Business Acquisition [Line Items]
Identifiable intangible assets							12,500,000
H&G Entities \| Trademarks and trade names
Business Acquisition [Line Items]
Identifiable intangible assets							31,400,000
H&G Entities \| Technology, Formulations and Recipes
Business Acquisition [Line Items]
Identifiable intangible assets							$ 56,200,000
Aurora
Business Acquisition [Line Items]
Accounts receivable						$ 6,967,000
Inventories						11,031,000
Prepaid expenses and other current assets						1,086,000
Property and equipment						37,991,000
Operating lease right-of-use assets						0
Other assets						0
Accounts payable						(4,360,000)
Accrued expenses and other current liabilities						(768,000)
Current portion of lease liabilities						0
Current portion of long-term debt						0
Long-term deferred tax liabilities						0
Long-term lease liabilities						0
Long-term debt						0
Other long-term liabilities						(3,840,000)
Net identifiable assets						48,107,000
Identifiable intangible assets						84,324,000
Goodwill						46,440,000
Total purchase price allocation						178,871,000
Aurora \| Other intangible assets
Business Acquisition [Line Items]
Identifiable intangible assets						824,000
Aurora \| Customer relationship
Business Acquisition [Line Items]
Identifiable intangible assets						6,400,000
Aurora \| Trademarks and trade names
Business Acquisition [Line Items]
Identifiable intangible assets						59,100,000
Aurora \| Technology, Formulations and Recipes
Business Acquisition [Line Items]
Identifiable intangible assets						$ 18,000,000
Greenstar
Business Acquisition [Line Items]
Accounts receivable					$ 982,000
Inventories					8,728,000
Prepaid expenses and other current assets					447,000
Property and equipment					1,717,000
Operating lease right-of-use assets					2,736,000
Other assets					176,000
Accounts payable					(777,000)
Accrued expenses and other current liabilities					(1,421,000)
Current portion of lease liabilities					(624,000)
Current portion of long-term debt					0
Long-term deferred tax liabilities					0
Long-term lease liabilities					(1,836,000)
Long-term debt					0
Other long-term liabilities					0
Net identifiable assets					10,128,000
Identifiable intangible assets					23,383,000
Goodwill					50,009,000
Total purchase price allocation					83,520,000
Greenstar \| Other intangible assets
Business Acquisition [Line Items]
Identifiable intangible assets					383,000
Greenstar \| Customer relationship
Business Acquisition [Line Items]
Identifiable intangible assets					11,100,000
Greenstar \| Trademarks and trade names
Business Acquisition [Line Items]
Identifiable intangible assets					9,100,000
Greenstar \| Technology, Formulations and Recipes
Business Acquisition [Line Items]
Identifiable intangible assets					$ 2,800,000
IGE Entities
Business Acquisition [Line Items]
Accounts receivable				$ 2,367,000
Inventories				30,592,000
Prepaid expenses and other current assets				470,000
Property and equipment				4,274,000
Operating lease right-of-use assets				4,447,000
Other assets				0
Accounts payable				(21,686,000)
Accrued expenses and other current liabilities				(859,000)
Current portion of lease liabilities				(815,000)
Current portion of long-term debt				(482,000)
Long-term deferred tax liabilities				(6,769,000)
Long-term lease liabilities				(3,116,000)
Long-term debt				(1,434,000)
Other long-term liabilities				0
Net identifiable assets				6,989,000
Identifiable intangible assets				26,530,000
Goodwill				27,383,000
Total purchase price allocation				60,902,000
IGE Entities \| Other intangible assets
Business Acquisition [Line Items]
Identifiable intangible assets				2,430,000
IGE Entities \| Customer relationship
Business Acquisition [Line Items]
Identifiable intangible assets				6,300,000
IGE Entities \| Trademarks and trade names
Business Acquisition [Line Items]
Identifiable intangible assets				14,000,000
IGE Entities \| Technology, Formulations and Recipes
Business Acquisition [Line Items]
Identifiable intangible assets				$ 3,800,000

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Restructuring Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Restructuring Cost and Reserve [Line Items]
Restructuring expenses	$ 6,091	$ 0
Annualized cost savings	7,000
Accrued liability for restructuring costs	696
Additional restructuring charges	1,700
Cost of goods sold
Restructuring Cost and Reserve [Line Items]
Restructuring expenses	7,466
Selling, General and Administrative Expenses
Restructuring Cost and Reserve [Line Items]
Restructuring expenses	221
Inventory Writedown
Restructuring Cost and Reserve [Line Items]
Restructuring expenses	6,790
Facility Closing
Restructuring Cost and Reserve [Line Items]
Restructuring expenses	$ 897

GOODWILL AND INTANGIBLE ASSETS, NET - Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Goodwill [Roll Forward]
Balance at December 31, 2021	$ 204,868	$ 0
Goodwill, Foreign Currency Translation Gain (Loss)		(1,172)
Goodwill impairment	189,572	0
Balance at December 31, 2022	0	204,868
Field 16, LLC (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
Goodwill, measurement period adjustments	(7,000)
IGE Entities
Goodwill [Roll Forward]
Acquisitions		$ 48,687
Goodwill, measurement period adjustments	(21,304)
All others
Goodwill [Roll Forward]
Goodwill, measurement period adjustments	$ (992)