0001628280-23-017267 | 10-Q | XBRL Viewer | Hydrofarm Holdings Group INC

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables)

3 Months Ended

Mar. 31, 2023

Schedule of Accrued Liabilities and Other Current Liabilities

Accrued expenses and other current liabilities comprised the following:


	March 31, 2023		December 31, 2022
Accrued compensation and benefits	$	2,747	$	2,522
Freight, custom and duty accrual	735		1,022
Goods in transit accrual	787		1,172
Income tax accrual	—		451
Other accrued liabilities	5,847		8,041
Total accrued expenses and other current liabilities	$	10,116	$	13,208

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Statement of Comprehensive Income [Abstract]
Net loss	$ (16,849)	$ (23,296)
Other comprehensive loss:
Foreign currency translation gain	112	2,184
Total comprehensive loss	$ (16,737)	$ (21,112)

- Definition

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

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+ Details

ACCOUNTS RECEIVABLE, NET AND INVENTORIES - Accounts Receivable, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Receivables [Abstract]
Trade accounts receivable	$ 22,907	$ 18,204
Allowance for doubtful accounts	(1,164)	(1,556)
Other receivables	858	579
Total accounts receivable, net	$ 22,601	$ 17,227

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of presentation	The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the requirements of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These condensed consolidated financial statements have been prepared on the same basis as the Company's annual consolidated financial statements and, in the opinion of management, reflect all normal and recurring adjustments which are necessary for the fair statement of the Company’s financial information. The Company reclassified balances of $704 and $1,200 as of December 31, 2022, previously reported in "Current portion of long-term debt" and "Long-term debt", respectively, into "Current portion of finance lease liabilities" and "Long-term finance lease liabilities", respectively, on consolidated balance sheet as of December 31, 2022, to conform to the current period presentation. The Company made reclassifications to the condensed consolidated statement of cash flows for the prior period to conform with the current period presentation. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2023, or for any other interim period or for any other future year. All intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated balance sheet as of December 31, 2022, has been derived from the audited consolidated financial statements of the Company, which is included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022 ("2022 Annual Report"). These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the 2022 Annual Report.
Use of estimates	The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Significant estimates include provisions for sales returns, rebates and claims from customers, realization of accounts receivable and inventories, fair value of assets acquired and liabilities assumed for business combinations, valuation of intangible assets, 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 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 in the period. Changes in the fair value of contingent consideration classified as equity are not recognized. During 2022, the Company settled contingent consideration for certain acquisitions that were completed in 2021. Refer to Note 14 – Fair Value Measurements, for further discussion of the contingent consideration. 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. 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 manufacturing capabilities. The 2021 acquisitions included (i) Heavy 16, a manufacturer of plant nutrients and additives, in May 2021; (ii) House & Garden, a manufacturer of plant nutrients and additives, in June 2021; (iii) Aurora Innovations, a manufacturer of soil, grow media, plant nutrients and additives, in July 2021; (iv) Greenstar Plant Products, a manufacturer of plant nutrients and additives, in August 2021; and (v) Innovative Growers Equipment, a manufacturer of horticultural benches, racks and grow lights, in November 2021. The Company finalized the determination of its allocation of the purchase price relating to the acquisitions during 2022. During the three months ended March 31, 2022, the Company evaluated and adjusted the useful lives of certain intangible assets associated with entities that were acquired during 2021. In addition, the Company determined that the preliminary allocation of assets acquired related to indefinite lived trade names have a finite useful life because the expected usefulness of the trade names is limited. As a result of these adjustments to the provisional amounts, the Company recorded $5,894 of additional amortization expense during the three months ended March 31, 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.
Restructuring	The Company began a restructuring plan during the three months ended December 31, 2022, and undertook 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. The Company's strategic product consolidation entails removing approximately one-third of all products and one-fifth of all brands relating to the Company's primary product portfolio, which excludes the garden center business in Canada.
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 was classified within level 3 of the fair value hierarchy.
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 or otherwise disposed. If inventory is sold, any related reserves would be reversed in the period of sale. During the year ended December 31, 2022, the Company estimated 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.
Note receivable and Investment	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 three months ended March 31, 2022, in Impairments on the condensed consolidated statements of operations. As of December 31, 2022, the note receivable carrying value was $475 and it was classified in Other assets on the condensed consolidated balance sheet. During the three months ended March 31, 2023, the Company agreed to forgive the note receivable in exchange for interest in a third-party equity investment with a cost basis of $475, which is reported within Other assets on the condensed consolidated balance sheet.
Revenue recognition	The Company follows Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers (“ASC 606”) which requires that revenue recognized from contracts with customers be disaggregated into categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The Company has determined that revenue is generated from one category, which is the distribution and manufacture of CEA 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 $2,568 and $3,879 during the three months ended March 31, 2023, and 2022, 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 reported within deferred revenue in the condensed consolidated balance sheets, totaled $2,539 and $3,654 as of March 31, 2023, and December 31, 2022, 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.
Income taxes	The income tax provision is calculated for an interim period by distinguishing between elements recognized in the income tax provision through applying an estimated annual effective tax rate to a measure of year-to-date operating results referred to as “ordinary income (or loss),” and discretely recognizing specific events referred to as “discrete items” as they occur. The income tax provision or benefit for each interim period is the difference between the year-to-date amount for the current period and the year-to-date amount for the prior period.
Recent accounting pronouncements	The Company considers the applicability and impact of all Accounting Standards Updates ("ASUs") issued by the FASB. There were no ASUs that were assessed and determined to be applicable or expected to have a material impact on the Company's condensed consolidated financial statements.
Purchase commitments	From time to time in the normal course of business, the Company will enter into agreements with suppliers which provide favorable pricing in return for a commitment to purchase minimum amounts of inventory over a defined time period.
Contingencies	In the normal course of business, certain claims have been brought against the Company and, where applicable, its suppliers. While there is inherent difficulty in predicting the outcome of such matters, management has vigorously contested the validity of these claims. Based on available information, management believes the claims are without merit and does not expect that the outcome, individually or in the aggregate, would have a material adverse effect on the consolidated financial positions, results of operations, cash flows or future earnings.

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Restructuring Costs

The following table presents the activity in accrued expenses and other current liabilities for restructuring costs for the three months ended March 31, 2023:


	December 31, 2022		Expense	Cash Payments	March 31, 2023
Restructuring accruals	$	696	1,084	(1,156)	$	624

Revenue from External Customers by Geographic Areas

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 United States below.


	Three months ended March 31,
	2023		2022
United States	$	47,749	$	92,858
Canada	15,019		21,502
Intersegment eliminations	(590)		(2,983)
Total consolidated net sales	$	62,178	$	111,377



	March 31, 2023		December 31, 2022
United States	$	78,082	$	80,380
Canada	34,062		36,020
Total property, plant and equipment, net and operating lease right-of-use assets	$	112,144	$	116,400

Long-lived Assets by Geographic Areas


	Three months ended March 31,
	2023		2022
United States	$	47,749	$	92,858
Canada	15,019		21,502
Intersegment eliminations	(590)		(2,983)
Total consolidated net sales	$	62,178	$	111,377



	March 31, 2023		December 31, 2022
United States	$	78,082	$	80,380
Canada	34,062		36,020
Total property, plant and equipment, net and operating lease right-of-use assets	$	112,144	$	116,400

STOCKHOLDERS’ EQUITY (Tables)

3 Months Ended

Mar. 31, 2023

Equity [Abstract]

Schedule of Warrants

As of March 31, 2023, the following table summarizes the outstanding placement agent 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, 2022, the following table summarizes the outstanding placement agent 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

FAIR VALUE MEASUREMENTS - Narrative (Details)	3 Months Ended		12 Months Ended
FAIR VALUE MEASUREMENTS - Narrative (Details)	Mar. 31, 2023 USD ($)	Mar. 31, 2022 USD ($)	Dec. 31, 2021 USD ($) acquisition	Dec. 31, 2022 USD ($)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Change in fair value of contingent consideration	$ 0	$ 1,560,000
Number of businesses acquired \| acquisition			5
Impairment loss		2,636,000
Note receivable			$ 3,111,000	$ 475,000
Field 16, LLC (Heavy 16) \| Carrying Amount
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Contingent consideration			200,000
Aurora Innovations LLC
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Change in fair value of contingent consideration		1,560,000
Fair value of contingent consideration		$ 15,274,000
Aurora Innovations LLC \| Carrying Amount
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Contingent consideration			$ 16,834,000

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Restructuring Costs (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Restructuring Reserve [Roll Forward]
Restructuring accruals, beginning balance	$ 696
Restructuring expenses	1,084
Cash Payments	(1,156)
Restructuring accruals, ending balance	$ 624

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details)	3 Months Ended		6 Months Ended	12 Months Ended
	Mar. 31, 2023 USD ($) segment	Mar. 31, 2022 USD ($)	Mar. 31, 2023 USD ($)	Dec. 31, 2021 USD ($) acquisition	Dec. 31, 2022 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of operating segments \| segment	2
Number of reportable segments \| segment	1
Impairment loss		$ 2,636,000
Note receivable				$ 3,111,000	$ 475,000
Revenue from External Customer [Line Items]
Current portion of finance lease liabilities	$ 1,012,000		$ 1,012,000		704,000
Finance leases	9,426,000		9,426,000		1,200,000
Number of businesses acquired \| acquisition				5
Amortization of intangible assets, additional		5,894,000
Restructuring expenses	1,084,000
Non-cash restructuring charges	327,000
Accrued liability for restructuring costs	624,000		624,000		696,000
Estimated additional restructuring charges	$ 900,000		900,000
Number of operating segments \| segment	2
Number of reportable segments \| segment	1
Note receivable				$ 3,111,000	475,000
Cost of third party equity investment	$ 475,000		475,000
Net sales	62,178,000	111,377,000
Deferred revenue	$ 2,539,000		2,539,000		$ 3,654,000
Computer software
Revenue from External Customer [Line Items]
Acquired finite-lived intangible assets, weighted average useful life	3 years
Minimum \| Customer relationship
Revenue from External Customer [Line Items]
Acquired finite-lived intangible assets, weighted average useful life	7 years
Minimum \| Technology, formulations and recipes
Revenue from External Customer [Line Items]
Acquired finite-lived intangible assets, weighted average useful life	8 years
Minimum \| Trade name
Revenue from External Customer [Line Items]
Acquired finite-lived intangible assets, weighted average useful life	15 years
Maximum \| Customer relationship
Revenue from External Customer [Line Items]
Acquired finite-lived intangible assets, weighted average useful life	12 years
Maximum \| Technology, formulations and recipes
Revenue from External Customer [Line Items]
Acquired finite-lived intangible assets, weighted average useful life	12 years
Maximum \| Trade name
Revenue from External Customer [Line Items]
Acquired finite-lived intangible assets, weighted average useful life	20 years
Cost of Sales
Revenue from External Customer [Line Items]
Restructuring expenses	$ 1,237,000
Selling, General and Administrative Expenses
Revenue from External Customer [Line Items]
Restructuring expenses	174,000
Facility Closing
Revenue from External Customer [Line Items]
Restructuring expenses	1,411,000		2,308,000
Inventory Writedown
Revenue from External Customer [Line Items]
Restructuring expenses			$ 6,790,000
Shipping and Handling
Revenue from External Customer [Line Items]
Net sales	$ 2,568,000	$ 3,879,000

ACCOUNTS RECEIVABLE, NET AND INVENTORIES (Tables)

3 Months Ended

Mar. 31, 2023

Receivables [Abstract]

Schedule of Accounts Receivable, Net

Accounts receivable, net comprised the following:


	March 31, 2023		December 31, 2022
Trade accounts receivable	$	22,907	$	18,204
Allowance for doubtful accounts	(1,164)		(1,556)
Other receivables	858		579
Total accounts receivable, net	$	22,601	$	17,227

Schedule of Inventories

Inventories comprised the following:


	March 31, 2023		December 31, 2022
Finished goods	$	75,795	$	83,134
Work-in-process	5,163		5,403
Raw materials	35,594		38,558
Allowance for inventory obsolescence	(13,122)		(15,697)
Total inventories	$	103,430	$	111,398

LEASES - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended			12 Months Ended
LEASES - Narrative (Details) - USD ($) $ in Thousands	Mar. 31, 2037	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2023	Jan. 31, 2023
Lessee, Lease, Description [Line Items]
Lease term		20 years
Operating lease, cost		$ 3,647	$ 2,597
Sublease income		$ 642	$ 314
City of Eugene, County of Lane, State of Oregon
Lessee, Lease, Description [Line Items]
Initial purchase price					$ 8,598
Term of contract					15 years
City of Eugene, County of Lane, State of Oregon \| Forecast
Lessee, Lease, Description [Line Items]
Rent expense	$ 964			$ 731

DEBT (Tables)

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Schedule of Debt

Debt is comprised of the following:


	March 31, 2023		December 31, 2022
Term loan - net of unamortized discount and deferred financing costs of $4,924 and $5,142 as of March 31, 2023, and December 31, 2022, respectively	$	118,514	$	118,608
Other	216		160
Total debt	$	118,730	$	118,768

Current portion of long-term debt	$	1,367	$	1,307
Long-term debt - net of unamortized discount and deferred financing costs of $4,924 and $5,142 as of March 31, 2023, and December 31, 2022, respectively	117,363		117,461
Total debt	$	118,730	$	118,768

Schedule of Maturities of Long-term Debt

As of March 31, 2023, the aggregate future principal payments under long-term debt are as follows:


	Debt
For the period of April 1, 2023 to December 31, 2023	$	1,055
Year ending December 31,
2024	1,269
2025	1,269
2026	1,269
2027	1,270
2028	117,522
Total	$	123,654

EARNINGS (LOSS) PER COMMON SHARE (“EPS”) - Calculation for Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Net loss	$ (16,849)	$ (23,296)
Weighted-average shares of common stock outstanding (in shares)	45,263,822	44,718,510
Diluted weighted-average shares of common stock outstanding (in shares)	45,263,822	44,718,510
Basic EPS (in dollars per share)	$ (0.37)	$ (0.52)
Diluted EPS (in dollars per share)	$ (0.37)	$ (0.52)
Share Based Compensation Awards and Warrants
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	0

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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

+ References

+ Details

GOODWILL AND INTANGIBLE ASSETS, NET - Goodwill (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Goodwill [Roll Forward]
Balance at December 31, 2021	$ 204,868
Balance at March 31, 2022	183,338
Innovative Growers Equipment, Inc.
Goodwill [Roll Forward]
Remeasurement adjustments and foreign currency translation adjustments, net	(22,542)
All others
Goodwill [Roll Forward]
Remeasurement adjustments and foreign currency translation adjustments, net	$ 1,012

- 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

INCOME TAXES	3 Months Ended
INCOME TAXES	Mar. 31, 2023
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES The Company recorded an income tax expense of $147 for the three months ended March 31, 2023, representing an effective income tax rate of (0.9)%. The Company’s effective tax rate for the three months ended March 31, 2023, differs from the federal statutory rate of 21% primarily due to the Company maintaining a full valuation allowance against its net deferred tax assets in the U.S. and most foreign jurisdictions. The tax expense for the three months ended March 31, 2023, was primarily due to foreign tax expense. The Company recorded an income tax benefit of $5,569 for the three months ended March 31, 2022, representing an effective income tax rate of 19.3%. The Company’s effective tax rate for the three months ended March 31, 2022 differs from the federal statutory rate primarily as a result of a reduction in the valuation allowance recorded against the Company's net deferred tax assets due to the acquisition of certain entities which had an income tax rate benefit of 23.4%. As described in Note 2 – Basis of Presentation and Significant Accounting Policies, the Company determined that the preliminary allocation of assets acquired related to indefinite lived trade names have a finite useful life, and, as a result of adjusting this provisional amount, the Company recorded a reduction to the valuation allowance which resulted in an income tax benefit.

- 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.

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STOCK-BASED COMPENSATION - RSU Activity (Details) - RSU - $ / shares	1 Months Ended	3 Months Ended
	Jul. 31, 2021	Mar. 31, 2023
Number of RSUs
Beginning (in shares)		992,633
Granted (in shares)		173,411
Vested (in shares)	(148,315)	(211,439)
Forfeited (in shares)		(42,376)
Ending (in shares)		912,229
Weighted average grant date fair value
Beginning (in dollars per shares)		$ 8.57
Granted (in dollars per share)		1.73
Vested (in dollars per share)		10.14
Forfeited (in dollars per share)		11.03
Ending (in dollars shares)		$ 6.80

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 18,703	$ 21,291
Accounts receivable, net	22,601	17,227
Inventories	103,430	111,398
Prepaid expenses and other current assets	6,104	5,032
Total current assets	150,838	154,948
Property, plant and equipment, net	50,989	51,135
Operating lease right-of-use assets	61,155	65,265
Intangible assets, net	294,348	300,366
Other assets	1,927	1,845
Total assets	559,257	573,559
Current liabilities:
Accounts payable	13,232	13,633
Accrued expenses and other current liabilities	10,116	13,208
Deferred revenue	2,539	3,654
Current portion of operating lease liabilities	8,967	9,099
Current portion of finance lease liabilities	1,012	704
Current portion of long-term debt	1,367	1,307
Total current liabilities	37,233	41,605
Long-term operating lease liabilities	53,879	56,299
Finance leases	9,426	1,200
Long-term debt	117,363	117,461
Deferred tax liabilities	2,685	2,685
Other long-term liabilities	4,468	4,428
Total liabilities	225,054	223,678
Commitments and contingencies (Note 13)
Stockholders’ equity
Common stock ($0.0001 par value; 300,000,000 shares authorized; 45,362,276 and 45,197,249 shares issued and outstanding at March 31, 2023, and December 31, 2022, respectively)	5	5
Additional paid-in capital	784,101	783,042
Accumulated other comprehensive loss	(7,123)	(7,235)
Accumulated deficit	(442,780)	(425,931)
Total stockholders’ equity	334,203	349,881
Total liabilities and stockholders’ equity	$ 559,257	$ 573,559
Common stock, shares issued (in shares)	45,362,276	45,197,249

PROPERTY, PLANT AND EQUIPMENT, NET (Tables)

3 Months Ended

Mar. 31, 2023

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property, plant and equipment, net comprised the following:


	March 31, 2023		December 31, 2022
Machinery and equipment	27,681		27,832
Peat bogs and related development	11,475		10,761
Building and improvements	9,927		9,920
Land	6,204		6,107
Furniture and fixtures	3,922		3,921
Computer equipment	3,405		3,337
Leasehold improvements	4,535		4,177
Gross property, plant and equipment	67,149		66,055
Less: accumulated depreciation	(16,160)		(14,920)
Total property, plant and equipment, net	$	50,989	$	51,135

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive (Loss) Income	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2021		44,618,357
Beginning 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)		7,765
Common stock issued upon exercise of options	70		70
Issuance of common stock for vesting of restricted stock units (in shares)		278,002
Shares repurchased for withholding tax on restricted stock units (in shares)		(81,357)
Shares repurchased for withholding tax on stock awards	(1,589)		(1,589)
Issuance of common stock under cashless warrant exercise (in shares)		99
Stock-based compensation expense	2,908		2,908
Net loss	(23,296)				(23,296)
Foreign currency translation gain	2,184			2,184
Ending balance (in shares) at Mar. 31, 2022		44,822,866
Ending balance at Mar. 31, 2022	$ 615,457	$ 4	778,463	802	(163,812)
Beginning balance (in shares) at Dec. 31, 2022	45,197,249	45,197,249
Beginning balance at Dec. 31, 2022	$ 349,881	$ 5	783,042	(7,235)	(425,931)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock for vesting of restricted stock units (in shares)		237,333
Issuance of common stock for vesting of stock awards	0
Shares repurchased for withholding tax on restricted stock units (in shares)		(72,306)
Shares repurchased for withholding tax on stock awards	(123)		(123)
Stock-based compensation expense	1,182		1,182
Net loss	(16,849)				(16,849)
Foreign currency translation gain	$ 112			112
Ending balance (in shares) at Mar. 31, 2023	45,362,276	45,362,276
Ending balance at Mar. 31, 2023	$ 334,203	$ 5	$ 784,101	$ (7,123)	$ (442,780)

STOCK-BASED COMPENSATION - Unvested Stock Option Activity (Details)	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Number
Balance, outstanding, beginning (in shares) \| shares	70,587
Vested (in shares) \| shares	(13,217)
Forfeited (in shares) \| shares	(568)
Balance, outstanding, ending (in shares) \| shares	56,802
Weighted average grant date fair value
Balance, outstanding, beginning (in dollars per share) \| $ / shares	$ 7.02
Vested (in dollars per share) \| $ / shares	1.13
Forfeited (in dollars per share) \| $ / shares	4.03
Balance, outstanding, ending (in dollars per share) \| $ / shares	$ 9.08

GOODWILL AND INTANGIBLE ASSETS, NET

3 Months Ended

Mar. 31, 2023

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 U.S. and Canada reporting units 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 14 – Fair Value Measurements, for further discussion of valuation inputs. The changes in goodwill are as follows:


	Goodwill
Balance at December 31, 2021	$	204,868
Acquisition - IGE Entities - measurement period adjustments	(22,542)
Acquisition - all others - remeasurement adjustments and foreign currency translation adjustments, net	1,012
Balance at March 31, 2022	$	183,338

Intangible assets, net

Intangible assets, net comprised the following:


	March 31, 2023						December 31, 2022
	Gross Carrying Amount		Accumulated Amortization		Net Book Value		Gross Carrying Amount		Accumulated Amortization		Net Book Value
Finite-lived intangible assets:
Computer software	$	9,425	$	(8,041)	$	1,384	$	9,408	$	(7,976)	$	1,432
Customer relationship	99,947		(26,374)		73,573		99,933		(24,533)		75,400
Technology, formulations and recipes	114,191		(17,790)		96,401		114,187		(15,344)		98,843
Trade names and trademarks	131,421		(11,725)		119,696		131,410		(10,052)		121,358
Other	4,780		(4,287)		493		4,778		(4,246)		532
Total finite-lived intangible assets, net	359,764		(68,217)		291,547		359,716		(62,151)		297,565
Indefinite-lived intangible asset:
Trade name	2,801		—		2,801		2,801		—		2,801
Total Intangible assets, net	$	362,565	$	(68,217)	$	294,348	$	362,517	$	(62,151)	$	300,366

Amortization expense related to intangible assets was $6,045 and $14,746 for the three months ended March 31, 2023 and 2022, respectively. The following are the estimated useful lives and the weighted-average amortization period as of March 31, 2023, 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 of March 31, 2023, is summarized below:


	Estimated Future Amortization Expense
For the period of April 1, 2023 to December 31, 2023	$	18,397
Year ending December 31,
2024	24,413
2025	24,342
2026	24,044
2027	23,859
Thereafter	176,492
Total	$	291,547

STOCK-BASED COMPENSATION - Narrative (Details) $ in Thousands	1 Months Ended		3 Months Ended
	Jul. 31, 2021 shares	Nov. 30, 2020 USD ($) shares	Mar. 31, 2023 USD ($) plan tranche shares	Dec. 31, 2022 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of equity plans maintained \| plan			3
Stock-based compensation expense \| $		$ 3,180
Vesting period			10 years
RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting tranches \| tranche			2
Stock-based compensation expense \| $			$ 1,001
Vested (in shares)	148,315		211,439
Number of RSUs (in shares)			912,229	992,633
Cost not yet recognized, amount \| $			$ 4,752
Cost not yet recognized, period for recognition			1 year 2 months 15 days
Awards vested but not yet issued (in shares)			6,357
PSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense \| $			$ 97
Vested (in shares)			25,894
Number of RSUs (in shares)			1,136,377	96,246
Cost not yet recognized, amount \| $			$ 1,967
Cost not yet recognized, period for recognition			1 year
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense \| $			$ 84
Cost not yet recognized, amount \| $			$ 357
Cost not yet recognized, period for recognition			1 year 3 months 3 days
Restricted Stock Units (RSUs) with Performance Based Vesting Conditions On A Qualifying Liquidity Event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of RSUs (in shares)				111,236
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)			1,989,274
Capital shares reserved for future issuance (in shares)		2,284,053
Percentage of outstanding stock maximum		4.00%
Purchase price of common stock, percent		100.00%
Expiration period		10 years

STOCKHOLDERS’ EQUITY - Narrative (Details)	Mar. 31, 2023 vote shares	Dec. 31, 2022 shares	Jul. 19, 2021 shares
Class of Warrant or Right [Line Items]
Common stock, shares outstanding (in shares)	45,362,276	45,197,249
Common stock, shares authorized (in shares)	300,000,000	300,000,000
Common Stock
Class of Warrant or Right [Line Items]
Votes per share of stock \| vote	1
Investor Warrants
Class of Warrant or Right [Line Items]
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)			0.5

GOODWILL AND INTANGIBLE ASSETS, NET - Intangible Assets, net (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 359,764	$ 359,716
Accumulated Amortization	(68,217)	(62,151)
Total	291,547	297,565
Indefinite-lived Intangible Assets [Line Items]
Gross Carrying Amount	362,565	362,517
Total	294,348	300,366
Trade name
Indefinite-lived Intangible Assets [Line Items]
Gross Carrying Amount	2,801	2,801
Computer software
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	9,425	9,408
Accumulated Amortization	(8,041)	(7,976)
Total	1,384	1,432
Customer relationship
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	99,947	99,933
Accumulated Amortization	(26,374)	(24,533)
Total	73,573	75,400
Technology, formulations and recipes
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	114,191	114,187
Accumulated Amortization	(17,790)	(15,344)
Total	96,401	98,843
Trade names and trademarks
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	131,421	131,410
Accumulated Amortization	(11,725)	(10,052)
Total	119,696	121,358
Other
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	4,780	4,778
Accumulated Amortization	(4,287)	(4,246)
Total	$ 493	$ 532

STOCK-BASED COMPENSATION - PSU Activity (Details) - PSU	3 Months Ended
STOCK-BASED COMPENSATION - PSU Activity (Details) - PSU	Mar. 31, 2023 $ / shares shares
Number of PSUs
Beginning (in shares) \| shares	96,246
Granted (in shares) \| shares	1,141,543
Vested (in shares) \| shares	(25,894)
Forfeited (in shares) \| shares	(75,518)
Ending (in shares) \| shares	1,136,377
Weighted average grant date fair value
Beginning (in dollars per shares) \| $ / shares	$ 15.74
Granted (in dollars per share) \| $ / shares	1.77
Vested (in dollars per share) \| $ / shares	15.74
Forfeited (in dollars per share) \| $ / shares	14.78
Ending (in dollars shares) \| $ / shares	$ 1.77

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2023	Apr. 30, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
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 Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		45,367,678
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Entity Central Index Key	0001695295
Current Fiscal Year End Date	--12-31
Entity Small Business	true

LEASES - Future Minimum Lease Payment (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Leases [Abstract]
For the period of April 1, 2023 to December 31, 2023	$ 8,665
2024	10,642
2025	10,364
2026	9,179
2027	8,940
2028	8,385
Thereafter	16,809
Total lease payments	72,984
Less portion representing interest	(10,138)
Total lease liabilities	62,846
Less current portion	(8,967)	$ (9,099)
Long-term portion	53,879	56,299
For the period of April 1, 2023 to December 31, 2023	1,145
2024	1,441
2025	1,303
2026	851
2027	853
2028	805
Thereafter	8,037
Total lease payments	14,435
Less portion representing interest	(3,997)
Total principal	10,438
Less current portion	(1,012)	(704)
Finance leases	$ 9,426	$ 1,200

DEBT

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

DEBT

Debt is comprised of the following:


	March 31, 2023		December 31, 2022
Term loan - net of unamortized discount and deferred financing costs of $4,924 and $5,142 as of March 31, 2023, and December 31, 2022, respectively	$	118,514	$	118,608
Other	216		160
Total debt	$	118,730	$	118,768

Current portion of long-term debt	$	1,367	$	1,307
Long-term debt - net of unamortized discount and deferred financing costs of $4,924 and $5,142 as of March 31, 2023, and December 31, 2022, respectively	117,363		117,461
Total debt	$	118,730	$	118,768

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 three months ended March 31, 2023, the effective interest rate was 10.97% and interest expense was $3,347, which includes amortization of deferred financing costs and discount of $218.

The principal amounts of the Term Loan are required to be repaid in consecutive quarterly installments in amounts equal to 0.25% of the original 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 March 31, 2023, and December 31, 2022, the outstanding principal balance on the Term Loan was $123,438 and $123,750, 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 March 31, 2023. 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 Credit Facility

On March 29, 2021, the Obligors entered into a Senior Secured Revolving Credit Facility (the "Revolving Credit Facility") with JPMorgan Chase Bank, N.A., as administrative agent, issuing bank and swingline lender, and the lenders from time to time party thereto. The Revolving Credit Facility is due on June 30, 2026, or any earlier date on which the revolving commitments are reduced to zero.

The Revolving Credit 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 Revolving Credit 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 Revolving Credit 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 Revolving Credit Facility and granted liens on their assets. On December 22, 2022, the Company entered into a fourth amendment (the “Fourth Amendment”) pursuant to which a sale-leaseback

transaction was permitted, and certain other changes were made, including a reduction of the maximum commitment amount under the Revolving Credit Facility from $100,000 to $75,000 and transitioning the LIBOR based rates to SOFR based rates. On March 31, 2023, the Company and certain of its subsidiaries entered into an amendment (the “Fifth Amendment”) pursuant to which the maturity date was extended to June 30, 2026, the maximum commitment amount under the Revolving Credit Facility was reduced to $55,000, and the interest rate on borrowings was revised to various spreads, based on the Company's fixed charge coverage ratio.

The unamortized debt issuance costs were $686 as of March 31, 2023, and are included in other assets in the condensed consolidated balance sheets. Debt issuance costs are being amortized to interest expense over the term of the Revolving Credit Facility.

The Revolving Credit 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 Revolving Credit 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 Revolving Credit Facility documents) is less than an amount equal to 10% of the Aggregate Revolving Commitment (currently $55,000), 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 March 31, 2023, the Company is in compliance with the covenants contained in the Revolving Credit Facility.

The Revolving Credit 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 March 31, 2023, and December 31, 2022, the Company had zero borrowed under the facility. As of March 31, 2023, the Company would be able to borrow approximately $39 million under the Revolving Credit Facility, before the Company would be required to comply with the minimum fixed charge coverage ratio of 1.1x.

Other Debt

Other debt of $216 and $160 as of March 31, 2023, and December 31, 2022, respectively, was primarily comprised of a foreign subsidiary's other debt which constitutes an immaterial revolving line of credit and mortgage.

Aggregate future principal payments

As of March 31, 2023, the aggregate future principal payments under long-term debt are as follows:


	Debt
For the period of April 1, 2023 to December 31, 2023	$	1,055
Year ending December 31,
2024	1,269
2025	1,269
2026	1,269
2027	1,270
2028	117,522
Total	$	123,654

- 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
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

STOCKHOLDERS’ EQUITY

3 Months Ended

Mar. 31, 2023

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 March 31, 2023, there were 45,362,276 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. 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. As of March 31, 2023, and December 31, 2022, respectively, there were no Investor Warrants outstanding. In connection with the private placement, the Placement Agent was issued warrants (the “placement agent warrants”) which will expire on December 14, 2023.

As of March 31, 2023, the following table summarizes the outstanding placement agent 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, 2022, the following table summarizes the outstanding placement agent 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

- 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
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-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
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-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
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-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
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-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
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-Paragraph 16
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-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
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-Paragraph 1
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-Section 50
-Paragraph 6
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

+ Details

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
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)	45,362,276	45,197,249
Common stock, shares outstanding (in shares)	45,362,276	45,197,249

ACCOUNTS RECEIVABLE, NET AND INVENTORIES

3 Months Ended

Mar. 31, 2023

Receivables [Abstract]

ACCOUNTS RECEIVABLE, NET AND INVENTORIES

ACCOUNTS RECEIVABLE, NET, AND INVENTORIES

Accounts receivable, net comprised the following:


	March 31, 2023		December 31, 2022
Trade accounts receivable	$	22,907	$	18,204
Allowance for doubtful accounts	(1,164)		(1,556)
Other receivables	858		579
Total accounts receivable, net	$	22,601	$	17,227

Inventories comprised the following:


	March 31, 2023		December 31, 2022
Finished goods	$	75,795	$	83,134
Work-in-process	5,163		5,403
Raw materials	35,594		38,558
Allowance for inventory obsolescence	(13,122)		(15,697)
Total inventories	$	103,430	$	111,398

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.

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

3 Months Ended

Mar. 31, 2023

Payables and Accruals [Abstract]

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities comprised the following:


	March 31, 2023		December 31, 2022
Accrued compensation and benefits	$	2,747	$	2,522
Freight, custom and duty accrual	735		1,022
Goods in transit accrual	787		1,172
Income tax accrual	—		451
Other accrued liabilities	5,847		8,041
Total accrued expenses and other current liabilities	$	10,116	$	13,208

ACCOUNTS RECEIVABLE, NET AND INVENTORIES - Inventories (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Receivables [Abstract]
Finished goods	$ 75,795	$ 83,134
Work-in-process	5,163	5,403
Raw materials	35,594	38,558
Allowance for inventory obsolescence	(13,122)	(15,697)
Total inventories	$ 103,430	$ 111,398

DEBT - Components (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Oct. 25, 2021
Debt Instrument [Line Items]
Long-term debt	$ 118,730	$ 118,768
Current portion of long-term debt	1,367	1,307
Long-term debt - net of unamortized discount and deferred financing costs of $4,924 and $5,142 as of March 31, 2023, and December 31, 2022, respectively	117,363	117,461
Total debt	118,730	118,768
Unamortized discount and deferred financing costs	4,924	5,142
Term loan
Debt Instrument [Line Items]
Long-term debt	118,514	118,608
Unamortized discount and deferred financing costs	4,924	5,142	$ 6,190
Other
Debt Instrument [Line Items]
Long-term debt	$ 216	$ 160

- Definition

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

+ References + Details

GOODWILL AND INTANGIBLE ASSETS, NET - Narrative (Details) - USD ($)	3 Months Ended		6 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Jun. 30, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill impairment			$ 189,572
Goodwill		$ 183,338,000	$ 0	$ 204,868,000
Amortization expense	$ 6,045,000	$ 14,746,000

- Definition

+ References + Details

STOCKHOLDERS’ EQUITY - Outstanding Warrants (Details) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	17,669	17,669
Exercise price (in dollars per share)	$ 11.30	$ 11.30
Investor Warrants, Placement Agents, $8.43
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	11,662	11,662
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

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Operating activities
Net loss	$ (16,849)	$ (23,296)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation, depletion and amortization	8,007	16,941
(Benefit from) provision for doubtful accounts	(247)	166
Provision for inventory obsolescence	704	3,229
Restructuring expenses	327	0
Stock-based compensation expense	1,182	2,908
Non-cash operating lease expense	2,948	2,261
Impairment charges	0	2,756
Change in fair value of contingent consideration	0	(1,560)
Deferred income tax benefit	0	(4,586)
Other	456	92
Changes in assets and liabilities:
Accounts receivable	(5,141)	(6,834)
Inventories	7,321	(143)
Prepaid expenses and other current assets	(699)	(2,315)
Other assets	(188)	(90)
Accounts payable	(346)	10,454
Accrued expenses and other current liabilities	(3,139)	(1,208)
Deferred revenue	(1,116)	(7,159)
Lease liabilities	(2,166)	(1,750)
Other long-term liabilities	(4)	(21)
Net cash used in operating activities	(8,950)	(10,155)
Investing activities
Business combinations, net of cash and cash equivalents	0	190
Capital expenditures of property, plant and equipment	(1,653)	(2,470)
Other	51	(105)
Net cash used in investing activities	(1,602)	(2,385)
Financing activities
Proceeds from Sale-Leaseback Transaction	8,598	0
Borrowings under revolving credit facilities	169	420
Repayments of revolving credit facilities	(116)	(397)
Repayments of Term Loan	(312)	(313)
Payment of withholding tax related to stock awards	(123)	(1,559)
Other	(257)	(104)
Net cash from (used in) financing activities	7,959	(1,953)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	5	43
Net decrease in cash, cash equivalents and restricted cash	(2,588)	(14,450)
Cash, cash equivalents and restricted cash at beginning of period	21,291	28,384
Cash, cash equivalents and restricted cash at end of period	18,703	13,934
Non-cash investing and financing activities
Right-of-use assets (relinquished) acquired under operating lease obligations	(1,103)	10,991
Assets acquired under finance lease obligations	185	0
Supplemental information
Cash paid for interest	3,401	2,081
Cash paid for income taxes	$ 180	$ 2,710

GOODWILL AND INTANGIBLE ASSETS, NET - Future Amortization Expense (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
For the period of April 1, 2023 to December 31, 2023	$ 18,397
2024	24,413
2025	24,342
2026	24,044
2027	23,859
Thereafter	176,492
Total	$ 291,547	$ 297,565

PROPERTY, PLANT AND EQUIPMENT, NET

3 Months Ended

Mar. 31, 2023

Property, Plant and Equipment [Abstract]

PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net comprised the following:


	March 31, 2023		December 31, 2022
Machinery and equipment	27,681		27,832
Peat bogs and related development	11,475		10,761
Building and improvements	9,927		9,920
Land	6,204		6,107
Furniture and fixtures	3,922		3,921
Computer equipment	3,405		3,337
Leasehold improvements	4,535		4,177
Gross property, plant and equipment	67,149		66,055
Less: accumulated depreciation	(16,160)		(14,920)
Total property, plant and equipment, net	$	50,989	$	51,135

Depreciation, depletion and amortization expense related to property, plant and equipment, net was $1,962 and $2,195 for the three months ended March 31, 2023, and 2022, respectively.

As of March 31, 2023, Land, Building and improvements, Computer equipment and Machinery and equipment contain finance leases assets, recorded at cost of $12,920, less accumulated depreciation of $2,515. As of December 31, 2022, Computer equipment and Machinery and equipment contains finance leases assets, recorded at cost of $3,128, less accumulated depreciation of $1,123. The increase is in finance lease assets primarily relates to the Sale-Leaseback Transaction.

DEBT - Term Loans (Details) - USD ($) $ in Thousands		3 Months Ended
DEBT - Term Loans (Details) - USD ($) $ in Thousands	Oct. 25, 2021	Mar. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Long-term debt, gross		$ 123,654
Deferred financing costs and discount		$ 4,924	$ 5,142
Senior Secured 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%
Debt instrument, interest rate during period		10.97%
Deferred financing costs and discount	$ 6,190	$ 4,924	5,142
Interest expense, debt		3,347
Amortization of deferred financing costs		218
Debt instrument, quarterly payment, principal outstanding, percentage	0.25%
Senior Secured Term Loan \| Fair Value, Inputs, Level 2 [Member] \| Carrying Amount
Debt Instrument [Line Items]
Debt		$ 123,438	$ 123,750
Senior Secured Term Loan \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Debt instrument, floor on variable rate	1.00%
Debt instrument, basis spread on variable rate	5.50%
Senior Secured 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%

LEASES (Tables)

3 Months Ended

Mar. 31, 2023

Leases [Abstract]

Assets And Liabilities, Lessee

Total right-of-use ("ROU") assets and lease liabilities were as follows:


	Balance Sheet Classification	March 31, 2023		December 31, 2022
Lease assets
Operating lease assets	Operating lease right-of-use assets	$	61,155	$	65,265
Finance lease assets	Property, plant and equipment, net	10,405		2,005
Total lease assets		$	71,560	$	67,270

Lease liabilities
Current:
Operating leases	Current portion of operating lease liabilities	$	8,967	$	9,099
Finance leases	Current portion of finance lease liabilities	1,012		704
Noncurrent:
Operating leases	Long-term operating lease liabilities	53,879		56,299
Finance leases	Long-term finance lease liabilities	9,426		1,200
Total lease liabilities		$	73,284	$	67,302

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 March 31, 2023, are as follows:


	Operating		Finance
For the period of April 1, 2023 to December 31, 2023	$	8,665	$	1,145
Year ending December 31,
2024	10,642		1,441
2025	10,364		1,303
2026	9,179		851
2027	8,940		853
2028	8,385		805
Thereafter	16,809		8,037
Total lease payments	72,984		14,435
Less portion representing interest	(10,138)		(3,997)
Total principal	62,846		10,438
Less current portion	(8,967)		(1,012)
Long-term portion	$	53,879	$	9,426

PROPERTY, PLANT AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Gross property, plant and equipment	$ 67,149		$ 66,055
Less: accumulated depreciation	(16,160)		(14,920)
Total property, plant and equipment, net	50,989		51,135
Depreciation and amortization expense	1,962	$ 2,195
Finance lease assets cost	12,920		3,128
Finance lease assets, accumulated depreciation	2,515		1,123
Machinery and equipment
Property, Plant and Equipment [Line Items]
Gross property, plant and equipment	27,681		27,832
Peat bogs and related development
Property, Plant and Equipment [Line Items]
Gross property, plant and equipment	11,475		10,761
Building and improvements
Property, Plant and Equipment [Line Items]
Gross property, plant and equipment	9,927		9,920
Land
Property, Plant and Equipment [Line Items]
Gross property, plant and equipment	6,204		6,107
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Gross property, plant and equipment	3,922		3,921
Computer equipment
Property, Plant and Equipment [Line Items]
Gross property, plant and equipment	3,405		3,337
Leasehold improvements
Property, Plant and Equipment [Line Items]
Gross property, plant and equipment	$ 4,535		$ 4,177

GOODWILL AND INTANGIBLE ASSETS, NET - Useful Life Finite-lived Intangible Assets (Details)	3 Months Ended
	Mar. 31, 2023
Computer software
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	5 years
Computer software \| Weighted Average
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, amortization period	3 years
Customer relationship \| Minimum
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	7 years
Customer relationship \| Maximum
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	18 years
Customer relationship \| Weighted Average
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, amortization period	11 years
Technology, formulations and recipes \| Minimum
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	8 years
Technology, formulations and recipes \| Maximum
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	12 years
Technology, formulations and recipes \| Weighted Average
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, amortization period	10 years
Trade names and trademarks \| Minimum
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	15 years
Trade names and trademarks \| Maximum
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	20 years
Trade names and trademarks \| Weighted Average
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, amortization period	18 years

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Statement [Abstract]
Net sales	$ 62,178	$ 111,377
Cost of goods sold	50,797	94,771
Gross profit	11,381	16,606
Operating expenses:
Selling, general and administrative	24,431	40,247
Impairment charges	0	2,756
Loss from operations	(13,050)	(26,397)
Interest expense	(3,692)	(2,366)
Other income (expense), net	40	(102)
Loss before tax	(16,702)	(28,865)
Income tax (expense) benefit	(147)	5,569
Net loss	$ (16,849)	$ (23,296)
Net loss per share:
Basic (in dollars per share)	$ (0.37)	$ (0.52)
Diluted (in dollars per share)	$ (0.37)	$ (0.52)
Weighted-average shares of common stock outstanding:
Basic (in shares)	45,263,822	44,718,510
Diluted (in shares)	45,263,822	44,718,510

DEBT - Future Principal Payments (Details) $ in Thousands	Mar. 31, 2023 USD ($)
Debt Disclosure [Abstract]
For the period of April 1, 2023 to December 31, 2023	$ 1,055
2024	1,269
2025	1,269
2026	1,269
2027	1,270
2028	117,522
Long-term debt, gross	$ 123,654

GOODWILL AND INTANGIBLE ASSETS, NET (Tables)

3 Months Ended

Mar. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The changes in goodwill are as follows:


	Goodwill
Balance at December 31, 2021	$	204,868
Acquisition - IGE Entities - measurement period adjustments	(22,542)
Acquisition - all others - remeasurement adjustments and foreign currency translation adjustments, net	1,012
Balance at March 31, 2022	$	183,338

Schedule of Indefinite-Lived Intangible Assets

Intangible assets, net comprised the following:


	March 31, 2023						December 31, 2022
	Gross Carrying Amount		Accumulated Amortization		Net Book Value		Gross Carrying Amount		Accumulated Amortization		Net Book Value
Finite-lived intangible assets:
Computer software	$	9,425	$	(8,041)	$	1,384	$	9,408	$	(7,976)	$	1,432
Customer relationship	99,947		(26,374)		73,573		99,933		(24,533)		75,400
Technology, formulations and recipes	114,191		(17,790)		96,401		114,187		(15,344)		98,843
Trade names and trademarks	131,421		(11,725)		119,696		131,410		(10,052)		121,358
Other	4,780		(4,287)		493		4,778		(4,246)		532
Total finite-lived intangible assets, net	359,764		(68,217)		291,547		359,716		(62,151)		297,565
Indefinite-lived intangible asset:
Trade name	2,801		—		2,801		2,801		—		2,801
Total Intangible assets, net	$	362,565	$	(68,217)	$	294,348	$	362,517	$	(62,151)	$	300,366

Schedule of Finite-Lived Intangible Assets

Intangible assets, net comprised the following:


	March 31, 2023						December 31, 2022
	Gross Carrying Amount		Accumulated Amortization		Net Book Value		Gross Carrying Amount		Accumulated Amortization		Net Book Value
Finite-lived intangible assets:
Computer software	$	9,425	$	(8,041)	$	1,384	$	9,408	$	(7,976)	$	1,432
Customer relationship	99,947		(26,374)		73,573		99,933		(24,533)		75,400
Technology, formulations and recipes	114,191		(17,790)		96,401		114,187		(15,344)		98,843
Trade names and trademarks	131,421		(11,725)		119,696		131,410		(10,052)		121,358
Other	4,780		(4,287)		493		4,778		(4,246)		532
Total finite-lived intangible assets, net	359,764		(68,217)		291,547		359,716		(62,151)		297,565
Indefinite-lived intangible asset:
Trade name	2,801		—		2,801		2,801		—		2,801
Total Intangible assets, net	$	362,565	$	(68,217)	$	294,348	$	362,517	$	(62,151)	$	300,366

The following are the estimated useful lives and the weighted-average amortization period as of March 31, 2023, 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 of March 31, 2023, is summarized below:


	Estimated Future Amortization Expense
For the period of April 1, 2023 to December 31, 2023	$	18,397
Year ending December 31,
2024	24,413
2025	24,342
2026	24,044
2027	23,859
Thereafter	176,492
Total	$	291,547

- 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)
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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
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-Section 50
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Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (e)
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Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
-Topic 350
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Reference 11: http://www.xbrl.org/2003/role/exampleRef
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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

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accrued compensation and benefits	$ 2,747	$ 2,522
Freight, custom and duty accrual	735	1,022
Goods in transit accrual	787	1,172
Income tax accrual	0	451
Other accrued liabilities	5,847	8,041
Total accrued expenses and other current liabilities	$ 10,116	$ 13,208

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

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

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

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

Diluted EPS represents net income (loss) 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 three months ended March 31, 2023 and 2022:


	Three Months Ended March 31,
	2023		2022
Net loss	$	(16,849)	$	(23,296)
Weighted-average shares of common stock outstanding	45,263,822		44,718,510
Dilutive effect of warrants and share based compensation awards using the treasury stock method	—		—
Diluted weighted-average shares of common stock outstanding	45,263,822		44,718,510
Basic EPS	$	(0.37)	$	(0.52)
Diluted EPS	$	(0.37)	$	(0.52)

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:


	Three Months Ended March 31,
	2023	2022
Shares subject to warrants outstanding	17,669	17,669
Shares subject to unvested performance based and restricted stock units	2,048,606	1,234,857
Shares subject to stock options outstanding	658,296	696,071

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended
INCOME TAXES (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Income tax (expense) benefit	$ (147)	$ 5,569
Effective income tax rate	(0.90%)	19.30%
Income tax rate benefit, change in deferred tax assets valuation allowance, percent		23.40%

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

COMMITMENTS AND CONTINGENCIES	3 Months Ended
COMMITMENTS AND CONTINGENCIES	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES 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.

STOCK-BASED COMPENSATION - Stock Option Activity (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Number
Outstanding, beginning (in shares)	670,026
Cancelled (in shares)	(11,162)
Forfeited (in shares)	(568)
Outstanding, ending (in shares)	658,296	670,026
Options exercisable (in shares)	601,494
Vested and expected to vest (in shares)	658,296
Weighted average exercise price
Outstanding, beginning (in dollars per share)	$ 9.50
Cancelled (in dollars per share)	10.19
Forfeited (in dollars per share)	10.05
Outstanding, ending (in dollars per share)	9.50	$ 9.50
Options exercisable (in dollars per share)	8.87
Vested and expected to vest (in dollars per share)	9.50
Weighted average grant date fair value
Outstanding, beginning (in dollars per share)	2.05
Cancelled (in dollars per share)	4.10
Forfeited (in dollars per share)	4.03
Outstanding, ending (in dollars per share)	2.07	$ 2.05
Options exercisable (in dollars per share)	1.40
Vested and expected to vest (in dollars per share)	$ 2.07
Weighted average remaining contractual term (years)
Outstanding, term	4 years 7 months 13 days	5 years 3 months
Options exercisable, term	4 years 4 months 28 days
Vested and expected to vest, term	4 years 7 months 13 days

LEASES

3 Months Ended

Mar. 31, 2023

Leases [Abstract]

LEASES

The Company leases its distribution centers and manufacturing facilities from third parties under various non-cancelable lease agreements expiring at various dates through 2038. 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 20 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 incurred operating lease costs of $3,647 and $2,597, during the three months ended March 31, 2023, and March 31, 2022, respectively. These costs are included primarily within SG&A in the condensed consolidated statements of operations.

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. For the three months ended March 31, 2023, and March 31, 2022, the Company recorded sublease income of $642 and $314, respectively.

In 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-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.

Total right-of-use ("ROU") assets and lease liabilities were as follows:


	Balance Sheet Classification	March 31, 2023		December 31, 2022
Lease assets
Operating lease assets	Operating lease right-of-use assets	$	61,155	$	65,265
Finance lease assets	Property, plant and equipment, net	10,405		2,005
Total lease assets		$	71,560	$	67,270

Lease liabilities
Current:
Operating leases	Current portion of operating lease liabilities	$	8,967	$	9,099
Finance leases	Current portion of finance lease liabilities	1,012		704
Noncurrent:
Operating leases	Long-term operating lease liabilities	53,879		56,299
Finance leases	Long-term finance lease liabilities	9,426		1,200
Total lease liabilities		$	73,284	$	67,302

The aggregate future minimum lease payments under long-term non-cancelable operating and finance leases with remaining terms greater than one year as of March 31, 2023, are as follows:


	Operating		Finance
For the period of April 1, 2023 to December 31, 2023	$	8,665	$	1,145
Year ending December 31,
2024	10,642		1,441
2025	10,364		1,303
2026	9,179		851
2027	8,940		853
2028	8,385		805
Thereafter	16,809		8,037
Total lease payments	72,984		14,435
Less portion representing interest	(10,138)		(3,997)
Total principal	62,846		10,438
Less current portion	(8,967)		(1,012)
Long-term portion	$	53,879	$	9,426

FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

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

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


		March 31, 2023		December 31, 2022
	Fair Value Hierarchy Level	Carrying Amount	Estimated Fair Value	Carrying Amount	Estimated Fair Value
Assets
Cash and cash equivalents	Level 1	18,703	18,703	21,291	21,291

Liabilities
Finance leases	Level 3	10,438	10,438	1,904	1,904
Term Loan	Level 2	123,438	107,391	123,750	105,188

DESCRIPTION OF THE BUSINESS	3 Months Ended
DESCRIPTION OF THE BUSINESS	Mar. 31, 2023
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.

STOCK-BASED COMPENSATION (Tables)

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

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

For purposes of this table, vested RSUs represent the shares for which the service condition had been fulfilled during the three months ended March 31, 2023:


	Number of RSUs	Weighted average grant date fair value
Balance, December 31, 2022	992,633	$	8.57
Granted	173,411	$	1.73
Vested	(211,439)	$	10.14
Forfeited	(42,376)	$	11.03
Balance, March 31, 2023	912,229	$	6.80

The following table summarizes the activity related to the Company's PSUs for the three months ended March 31, 2023:


	Number of PSUs	Weighted average grant date fair value
Balance, December 31, 2022	96,246	$	15.74
Granted	1,141,543	$	1.77
Vested	(25,894)	$	15.74
Forfeited	(75,518)	$	14.78
Balance, March 31, 2023	1,136,377	$	1.77

Share-based Payment Arrangement, Option, Activity

The following table summarizes the stock option activity for the three months ended March 31, 2023:


	Number	Weighted average exercise price		Weighted average grant date fair value		Weighted average remaining contractual term (years)
Outstanding as of December 31, 2022	670,026	$	9.50	$	2.05	5.25
Cancelled	(11,162)	$	10.19	$	4.10
Forfeited	(568)	$	10.05	$	4.03
Outstanding as of March 31, 2023	658,296	$	9.50	$	2.07	4.62
Options exercisable as of March 31, 2023	601,494	$	8.87	$	1.40	4.41
Vested and expected to vest as of March 31, 2023	658,296	$	9.50	$	2.07	4.62

The following table summarizes the unvested stock option activity for the three months ended March 31, 2023:


	Number	Weighted average grant date fair value
Unvested as of December 31, 2022	70,587	$	7.02
Vested	(13,217)	$	1.13
Forfeited	(568)	$	4.03
Unvested as of March 31, 2023	56,802	$	9.08

FAIR VALUE MEASUREMENTS - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Assets
Cash and cash equivalents	$ 18,703	$ 21,291
Fair Value, Inputs, Level 2 [Member] \| Carrying Amount \| Term Loan
Liabilities
Debt	123,438	123,750
Fair Value, Inputs, Level 2 [Member] \| Estimated Fair Value \| Term Loan
Liabilities
Debt	107,391	105,188
Level 3 \| Carrying Amount \| Finance leases
Liabilities
Debt	10,438	1,904
Level 3 \| Estimated Fair Value \| Finance leases
Liabilities
Debt	10,438	1,904
Level 1 \| Estimated Fair Value
Assets
Cash and cash equivalents	$ 18,703	$ 21,291

FAIR VALUE MEASUREMENTS

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

Recurring

Contingent consideration, as described under the heading Business combinations in Note 2 – Basis of Presentation and Significant Accounting Policies, was 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. There was no change in the fair value of the contingent consideration for the Heavy 16 acquisition during the three months ended March 31, 2022, and it was subsequently paid in April 2022. The change in the fair value of contingent consideration for the Aurora acquisition was a benefit of $1,560, during the three months ended March 31, 2022, and was recognized in SG&A on the condensed consolidated statements of operations during that period. The value of the contingent consideration was $15,274 as of March 31, 2022, and was subsequently paid in July 2022. As of March 31, 2023, and December 31, 2022, the Company had no remaining unsettled contingent consideration relating to the Company's five acquisitions from 2021.

Nonrecurring

Nonrecurring fair value measurements include the Company’s goodwill impairment recognized during the three months ended June 30, 2022, as determined based on unobservable Level 3 inputs. Refer to Note 3 – 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 three months ended March 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 carrying value of the note receivable was $3,111 as of December 31, 2021. The Company recorded an impairment loss of $2,636 during the three months ended March 31, 2022, recognized in Impairments on the condensed consolidated statements of operations. The carrying value of the note receivable was $475 as of December 31, 2022. As of December 31, 2022, the note receivable was included in other assets on the consolidated balance sheet.

Other Fair Value Measurements

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


		March 31, 2023		December 31, 2022
	Fair Value Hierarchy Level	Carrying Amount	Estimated Fair Value	Carrying Amount	Estimated Fair Value
Assets
Cash and cash equivalents	Level 1	18,703	18,703	21,291	21,291

Liabilities
Finance leases	Level 3	10,438	10,438	1,904	1,904
Term Loan	Level 2	123,438	107,391	123,750	105,188

Cash and cash equivalents 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 carrying amount of finance leases was $10,438 and $1,904 as of March 31, 2023, and December 31, 2022, respectively. The estimated fair value of finance leases 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. 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. Refer to Note 6 – Leases and Note 9 – Debt, for further discussion of the Company's finance leases and Term Loan, respectively.

The Company did not have any transfers between Levels within the fair value hierarchy during the periods presented.

- 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

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the requirements of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These condensed consolidated financial statements have been prepared on the same basis as the Company's annual consolidated financial statements and, in the opinion of management, reflect all normal and recurring adjustments which are necessary for the fair statement of the Company’s financial information. The Company reclassified balances of $704 and $1,200 as of December 31, 2022, previously reported in "Current portion of long-term debt" and "Long-term debt", respectively, into "Current portion of finance lease liabilities" and "Long-term finance lease liabilities", respectively, on consolidated balance sheet as of December 31, 2022, to conform to the current period presentation. The Company made reclassifications to the condensed consolidated statement of cash flows for the prior period to conform with the current period presentation. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2023, or for any other interim period or for any other future year. All intercompany balances and transactions have been eliminated in consolidation.

The condensed consolidated balance sheet as of December 31, 2022, has been derived from the audited consolidated financial statements of the Company, which is included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022 ("2022 Annual Report"). These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the 2022 Annual Report.

Use of estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Significant estimates include provisions for sales returns, rebates and claims from customers, realization of accounts receivable and inventories, fair value of assets acquired and liabilities assumed for business combinations, valuation of intangible assets, 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 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 in the period. Changes in the fair value of contingent consideration classified as equity are not recognized. During 2022, the Company settled contingent consideration for certain acquisitions that were completed in 2021. Refer to Note 14 – Fair Value Measurements, for further discussion of the contingent consideration.

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.

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 manufacturing capabilities. The 2021 acquisitions included (i) Heavy 16, a manufacturer of plant nutrients and additives, in May 2021; (ii) House & Garden, a manufacturer of plant nutrients and additives, in June 2021; (iii) Aurora Innovations, a manufacturer of soil, grow media, plant nutrients and additives, in July 2021; (iv) Greenstar Plant Products, a manufacturer of plant nutrients and additives, in August 2021; and (v) Innovative Growers Equipment, a manufacturer of horticultural benches, racks and grow lights, in November 2021. The Company finalized the determination of its allocation of the purchase price relating to the acquisitions during 2022.

During the three months ended March 31, 2022, the Company evaluated and adjusted the useful lives of certain intangible assets associated with entities that were acquired during 2021. In addition, the Company determined that the preliminary allocation of assets acquired related to indefinite lived trade names have a finite useful life because the expected usefulness of the trade names is limited. As a result of these adjustments to the provisional amounts, the Company recorded $5,894 of additional amortization expense during the three months ended March 31, 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.

Restructuring

The Company began a restructuring plan during the three months ended December 31, 2022, and undertook 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. The Company's

strategic product consolidation entails removing approximately one-third of all products and one-fifth of all brands relating to the Company's primary product portfolio, which excludes the garden center business in Canada.

During the three months ended March 31, 2023, the Company recorded pre-tax expense of $1,411 relating primarily to the relocation and termination of certain facilities in Canada, which are primarily cash charges. The Company incurred $327 of non-cash charges during the three months ended March 31, 2023, relating to asset dispositions and write-downs. The Company recorded $1,237 of restructuring related charges within Cost of goods sold and $174 within Selling, general and administrative expenses on the consolidated statements of operations for the three months ended March 31, 2023. The following table presents the activity in accrued expenses and other current liabilities for restructuring costs for the three months ended March 31, 2023:


	December 31, 2022		Expense	Cash Payments	March 31, 2023
Restructuring accruals	$	696	1,084	(1,156)	$	624

The Company estimates it will incur additional restructuring charges of approximately $900 primarily during the second quarter of 2023. The amounts the Company will ultimately realize or disburse could differ from these estimates. Total costs incurred since the restructuring plan commenced in the fourth quarter of 2022 are (i) $6,790 relating to inventory markdowns and (ii) $2,308 relating primarily to the relocation and termination of certain facilities in Canada.

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

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

Entity-wide information


	Three months ended March 31,
	2023		2022
United States	$	47,749	$	92,858
Canada	15,019		21,502
Intersegment eliminations	(590)		(2,983)
Total consolidated net sales	$	62,178	$	111,377



	March 31, 2023		December 31, 2022
United States	$	78,082	$	80,380
Canada	34,062		36,020
Total property, plant and equipment, net and operating lease right-of-use assets	$	112,144	$	116,400

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

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 was classified within level 3 of the fair value hierarchy.

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 or otherwise disposed. If inventory is sold, any related reserves would be reversed in the period of sale. During the year ended December 31, 2022, the Company estimated 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.

Note receivable and Investment

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 three months ended March 31, 2022, in Impairments on the condensed consolidated statements of operations. As of December 31, 2022, the note receivable carrying value was $475 and it was classified in Other assets on the condensed consolidated balance sheet. During the three months ended March 31, 2023, the Company agreed to forgive the note receivable in exchange for interest in a third-party equity investment with a cost basis of $475, which is reported within Other assets on the condensed consolidated balance sheet.

Revenue recognition

The Company follows Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers (“ASC 606”) which requires that revenue recognized from contracts with customers be disaggregated into categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The Company has determined that revenue is generated from one category, which is the distribution and manufacture of CEA 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 $2,568 and $3,879 during the three months ended March 31, 2023, and 2022, 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 reported within deferred revenue in the condensed consolidated balance sheets, totaled $2,539 and $3,654 as of March 31, 2023, and December 31, 2022, 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.

Income taxes

The income tax provision is calculated for an interim period by distinguishing between elements recognized in the income tax provision through applying an estimated annual effective tax rate to a measure of year-to-date operating results referred to as “ordinary income (or loss),” and discretely recognizing specific events referred to as “discrete items” as they occur. The income tax provision or benefit for each interim period is the difference between the year-to-date amount for the current period and the year-to-date amount for the prior period.

Recent accounting pronouncements

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

DEBT - Revolving Asset-backed Credit Facilities (Details)	Dec. 22, 2022 USD ($)	Aug. 31, 2021 USD ($)	Mar. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Mar. 29, 2021 USD ($)
Debt Instrument [Line Items]
Other debt			$ 216,000	$ 160,000
JPMorgan Credit Facility
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity	$ 75,000,000	$ 100,000,000	55,000,000		$ 50,000,000
Unamortized debt issuance expense			686,000
Line of credit facility, remaining borrowing capacity			39,000,000	39,000,000
Covenant , minimum fixed charge coverage ratio, term	12 months
Excess availability threshold	10.00%
Covenant, excess availability term		30 days
Fixed charge coverage ratio		1.15
Borrowings outstanding			$ 0	$ 0
JPMorgan Credit Facility \| Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit facility, unused capacity, commitment fee percentage		0.25%
JPMorgan Credit Facility \| Revolving Credit Facility \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
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 \| JPMorgan Credit Facility \| Revolving Credit Facility
Debt Instrument [Line Items]
Covenant , minimum fixed charge coverage ratio multiplier			1.1

LEASES - Balance Sheet (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Lease assets
Operating lease right-of-use assets	$ 61,155	$ 65,265
Finance lease assets	10,405	2,005
Total lease assets	71,560	67,270
Lease liabilities
Current portion of operating lease liabilities	8,967	9,099
Current portion of finance lease liabilities	1,012	704
Operating leases	53,879	56,299
Finance leases	9,426	1,200
Total lease liabilities	$ 73,284	$ 67,302

STOCK-BASED COMPENSATION

3 Months Ended

Mar. 31, 2023

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 March 31, 2023, a total of 1,989,274 shares are 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 three months ended March 31, 2023, the Company granted RSU awards

that are expected to vest with two equal vesting tranches, which are scheduled to occur on October 31, 2023, and October 31, 2024.

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 remaining 111,236 unvested RSUs met the time-based vesting conditions during the year ended December 31, 2022, and vested at that time. No additional awards with market-based conditions have been granted.

The following table summarizes the activity related to the Company's RSUs for the three months ended March 31, 2023. For purposes of this table, vested RSUs represent the shares for which the service condition had been fulfilled during the three months ended March 31, 2023:


	Number of RSUs	Weighted average grant date fair value
Balance, December 31, 2022	992,633	$	8.57
Granted	173,411	$	1.73
Vested	(211,439)	$	10.14
Forfeited	(42,376)	$	11.03
Balance, March 31, 2023	912,229	$	6.80

As of March 31, 2023, total unamortized stock-based compensation cost related to unvested RSUs was $4,752 and the weighted-average period over which the compensation is expected to be recognized is 1.21 years. For the three months ended March 31, 2023, the Company recognized $1,001, of total stock-based compensation expense for RSUs. As of March 31, 2023, there were 6,357 RSUs which had previously vested, but were not yet issued due to the recipients' elections to defer the awards.

Performance Stock Unit ("PSU") Activity

During the three months ended March 31, 2023, 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 three months ended March 31, 2023:


	Number of PSUs	Weighted average grant date fair value
Balance, December 31, 2022	96,246	$	15.74
Granted	1,141,543	$	1.77
Vested	(25,894)	$	15.74
Forfeited	(75,518)	$	14.78
Balance, March 31, 2023	1,136,377	$	1.77

During the three months ended March 31, 2023, the PSU forfeitures were primarily due to performance conditions that were not satisfied. As of March 31, 2023, total unamortized stock-based compensation cost related to unvested PSUs was $1,967 and the weighted-average period over which the compensation is expected to be recognized is less than one-year. For the three months ended March 31, 2023, the Company recognized $97 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.

There were no stock options granted or exercised during the three months ended March 31, 2023. The following table summarizes the stock option activity for the three months ended March 31, 2023:


	Number	Weighted average exercise price		Weighted average grant date fair value		Weighted average remaining contractual term (years)
Outstanding as of December 31, 2022	670,026	$	9.50	$	2.05	5.25
Cancelled	(11,162)	$	10.19	$	4.10
Forfeited	(568)	$	10.05	$	4.03
Outstanding as of March 31, 2023	658,296	$	9.50	$	2.07	4.62
Options exercisable as of March 31, 2023	601,494	$	8.87	$	1.40	4.41
Vested and expected to vest as of March 31, 2023	658,296	$	9.50	$	2.07	4.62

The following table summarizes the unvested stock option activity for the three months ended March 31, 2023:


	Number	Weighted average grant date fair value
Unvested as of December 31, 2022	70,587	$	7.02
Vested	(13,217)	$	1.13
Forfeited	(568)	$	4.03
Unvested as of March 31, 2023	56,802	$	9.08

As of March 31, 2023, total compensation cost related to unvested awards not yet recognized was $357 and the weighted-average period over which the compensation is expected to be recognized is 1.26 years. For the three months ended March 31, 2023, the Company recognized $84 of total stock-based compensation expense for stock options.

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Entity-wide Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Segment Reporting Information [Line Items]
Net sales	$ 62,178	$ 111,377
Property, plant and equipment, and operating lease right-of-use assets, net	112,144		$ 116,400
United States
Segment Reporting Information [Line Items]
Property, plant and equipment, and operating lease right-of-use assets, net	78,082		80,380
Canada
Segment Reporting Information [Line Items]
Property, plant and equipment, and operating lease right-of-use assets, net	34,062		$ 36,020
Operating segments \| United States
Segment Reporting Information [Line Items]
Net sales	47,749	92,858
Operating segments \| Canada
Segment Reporting Information [Line Items]
Net sales	15,019	21,502
Intersegment eliminations
Segment Reporting Information [Line Items]
Net sales	$ (590)	$ (2,983)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130545-203045

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

+ Details

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

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The following table presents information necessary to calculate basic and diluted EPS for the three months ended March 31, 2023 and 2022:


	Three Months Ended March 31,
	2023		2022
Net loss	$	(16,849)	$	(23,296)
Weighted-average shares of common stock outstanding	45,263,822		44,718,510
Dilutive effect of warrants and share based compensation awards using the treasury stock method	—		—
Diluted weighted-average shares of common stock outstanding	45,263,822		44,718,510
Basic EPS	$	(0.37)	$	(0.52)
Diluted EPS	$	(0.37)	$	(0.52)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share


	Three Months Ended March 31,
	2023	2022
Shares subject to warrants outstanding	17,669	17,669
Shares subject to unvested performance based and restricted stock units	2,048,606	1,234,857
Shares subject to stock options outstanding	658,296	696,071

EARNINGS (LOSS) PER COMMON SHARE (“EPS”) - Antidilutive (Details) - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Warrant
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares subject to (in shares)	17,669	17,669
Performance based and restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares subject to (in shares)	2,048,606	1,234,857
Stock options outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares subject to (in shares)	658,296	696,071