0001628280-24-007813 | 10-K | XBRL Viewer | Hydrofarm Holdings Group INC

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

LOSS PER COMMON SHARE - Calculation for Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Net loss	$ (64,813)	$ (285,415)
Weighted-average shares of common stock outstanding for basic net income (loss) per share attributable to common stockholders (in shares)	45,508,363	44,974,856
Dilutive effect of warrants using the treasury stock method (in shares)	0	0
Weighted-average shares of common stock outstanding for diluted net income per share attributable to common stockholders (in shares)	45,508,363	44,974,856
Basic net income (loss) per share attributable to common stockholders (in dollars per share)	$ (1.42)	$ (6.35)
Diluted net income (loss) per share attributable to common stockholders (in dollars per share)	$ (1.42)	$ (6.35)

- 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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- Definition

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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- 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

GOODWILL AND INTANGIBLE ASSETS, NET

12 Months Ended

Dec. 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 United States 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 United States 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 included the weighted average cost of capital, financial forecasts, and pricing multiples derived from publicly-traded companies that are comparable to the reporting units. Refer to Note 15 - Fair Value Measurements, for further discussion of valuation inputs. The changes in goodwill are as follows:


	Goodwill
Balance at December 31, 2021	$	204,868
Acquisition - Innovative Growers Equipment - measurement period adjustments	(21,304)
Acquisition - Greenstar Plant Products - measurement period adjustments	7,000
Acquisition - all others - remeasurement adjustments and foreign currency translation adjustments, net	(992)
Impairments	(189,572)
Balance at December 31, 2022	$	—

Intangible assets, net

Intangible assets, net comprised the following:


	December 31, 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	$	9,325	$	(8,357)	$	968	$	9,408	$	(7,976)	$	1,432
Customer relationships	99,805		(31,883)		67,922		99,933		(24,533)		75,400
Technology, formulations and recipes	114,181		(25,124)		89,057		114,187		(15,344)		98,843
Trade names and trademarks	131,493		(16,740)		114,753		131,410		(10,052)		121,358
Other	4,802		(4,422)		380		4,778		(4,246)		532
Total finite-lived intangible assets, net	359,606		(86,526)		273,080		359,716		(62,151)		297,565
Indefinite-lived intangible asset:
Trade name	2,801		—		2,801		2,801		—		2,801
Total Intangible assets, net	$	362,407	$	(86,526)	$	275,881	$	362,517	$	(62,151)	$	300,366

The Company also reviewed intangible assets with finite lives and indefinite lives for impairment as of June 30, 2022, however no impairment was noted. We did not identify a triggering event requiring a test for impairment during the remainder of 2022, or the year ended December 31, 2023.

Amortization expense related to intangible assets was $24,355 and $33,308 for the years ended December 31, 2023, and 2022, respectively. The following are the estimated useful lives and the weighted-average amortization period remaining as of December 31, 2023, for the major classes of finite-lived intangible assets:


	Useful lives	Weighted-average amortization period
Computer software	3 to 5 years	2 years
Customer relationships	7 to 18 years	10 years
Technology, formulations and recipes	8 to 12 years	9 years
Trade names and trademarks	15 to 20 years	17 years

The estimated aggregate future amortization expense for intangible assets subject to amortization as December 31, 2023, is summarized below:


	Estimated Future Amortization Expense
Year ending December 31,
2024	$	24,396
2025	24,289
2026	24,053
2027	23,820
2028	23,185
Thereafter	153,337
Total	$	273,080

GOODWILL AND INTANGIBLE ASSETS, NET - Intangible Assets, net (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 359,606	$ 359,716
Accumulated Amortization	(86,526)	(62,151)
Total	273,080	297,565
Indefinite-lived Intangible Assets [Line Items]
Gross Carrying Amount	362,407	362,517
Total	275,881	300,366
Trade Names
Indefinite-lived Intangible Assets [Line Items]
Gross Carrying Amount	2,801	2,801
Computer software
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	9,325	9,408
Accumulated Amortization	(8,357)	(7,976)
Total	968	1,432
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	99,805	99,933
Accumulated Amortization	(31,883)	(24,533)
Total	67,922	75,400
Technology, formulations and recipes
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	114,181	114,187
Accumulated Amortization	(25,124)	(15,344)
Total	89,057	98,843
Other
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	4,802	4,778
Accumulated Amortization	(4,422)	(4,246)
Total	380	532
Trade names and trademarks
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	131,493	131,410
Accumulated Amortization	(16,740)	(10,052)
Total	$ 114,753	$ 121,358

GOODWILL AND INTANGIBLE ASSETS, NET - Narrative (Details)	12 Months Ended
	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($) acquisition	Jun. 30, 2023 USD ($)
Finite-Lived Intangible Assets [Line Items]
Impairments		$ (189,572,000)
Goodwill		0	$ 204,868,000	$ 0
Amortization expense	$ 24,355,000	$ 33,308,000
Number of businesses acquired \| acquisition			5

- 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 - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Income Tax Contingency [Line Items]
Operating loss carryforwards, not subject to expiration	$ 140,000
Federal
Income Tax Contingency [Line Items]
Operating loss carryforwards	153,300	$ 107,100
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	153,300	107,100
State
Income Tax Contingency [Line Items]
Operating loss carryforwards	113,100	80,800
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	113,100	$ 80,800
Foreign
Income Tax Contingency [Line Items]
Operating loss carryforwards	8,900
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 8,900

DEBT - Revolving Asset-backed Credit Facilities (Details) - USD ($)		12 Months Ended
	Aug. 31, 2021	Dec. 31, 2023	Dec. 31, 2022	Mar. 31, 2023	Dec. 22, 2022	Mar. 29, 2021
Debt Instrument [Line Items]
Loss on debt modification		$ 59,000
Debt		118,401,000	$ 118,768,000
Loss on debt extinguishment			145,000
Loans and borrowings		160,000	160,000
JPMorgan Credit Facility
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity	$ 100,000,000			$ 55,000,000	$ 75,000,000
Unamortized deferred financing costs		538,000	580,000
Line of credit facility, remaining borrowing capacity		$ 22,000,000	22,000,000
Excess availability threshold		10.00%
Excess availability term		30 days
Revolving Asset-baked Credit Facility \| JPMorgan Credit Facility \| Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity						$ 50,000,000
Covenant , minimum fixed charge coverage ratio multiplier		1.1
Covenant , minimum fixed charge coverage ratio, term		12 months
Higher fixed charge coverage ratio multiplier		1.15
Line of credit facility, unused capacity, commitment fee percentage	0.40%
Debt		$ 0	$ 0
Revolving Asset-baked Credit Facility \| 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%

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

LEASES - Narrative (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended	12 Months Ended
LEASES - Narrative (Details) - USD ($) $ in Thousands	Jan. 31, 2023	Mar. 31, 2038	Dec. 31, 2023	Dec. 31, 2022
Sale Leaseback Transaction [Line Items]
Option to extend lease term			20 years
Short-term and month-to-month lease expense			$ 182	$ 341
Operating lease, other cost			$ 3,132	$ 2,573
Eugene Property
Sale Leaseback Transaction [Line Items]
Initial purchase price, sale leaseback transaction	$ 8,598
Term of contract	15 years
Rent expense	$ 731
Eugene Property \| Forecast
Sale Leaseback Transaction [Line Items]
Rent expense		$ 964

DEBT - Term Loans (Details) - USD ($) $ in Thousands			12 Months Ended
DEBT - Term Loans (Details) - USD ($) $ in Thousands	Jun. 27, 2023	Oct. 25, 2021	Dec. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Long-term debt, gross			$ 122,660
Current portion of long-term debt			2,989	$ 1,307
Term loan \| Level 2 \| Carrying Amount
Debt Instrument [Line Items]
Debt			$ 122,500	$ 123,750
Secured Debt \| Senior Term Loan
Debt Instrument [Line Items]
Long-term debt, gross		$ 125,000
Debt instrument, interest rate during period			11.55%	8.30%
Interest expense, debt			$ 14,245	$ 10,331
Amortization of deferred financing costs			883	$ 883
Debt instrument, quarterly payment, principal outstanding, percentage		0.25%
Current portion of long-term debt			1,665
Contractual commitments			$ 2,187
Secured Debt \| Senior Term Loan \| LIBOR
Debt Instrument [Line Items]
Debt instrument, floor on variable rate		2.00%
Debt instrument, basis spread on variable rate		4.50%
Secured Debt \| Senior Term Loan \| Alternative Base Rate
Debt Instrument [Line Items]
Debt instrument, floor on variable rate		1.00%
Debt instrument, basis spread on variable rate		5.50%
Secured Debt \| Senior Term Loan, Called Prior To October 25, 2023
Debt Instrument [Line Items]
Call premium		1.00%
Secured Debt \| Senior Term Loan, Called After October 25, 2023
Debt Instrument [Line Items]
Call premium		0.00%
Term Loan, Amendment No. 1 \| Alternative Base Rate
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	4.50%
Term Loan, Amendment No. 1 \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	5.50%

LOSS PER COMMON SHARE - Antidilutive (Details) - shares	12 Months Ended
LOSS PER COMMON SHARE - Antidilutive (Details) - shares	Dec. 31, 2023	Dec. 31, 2022
Warrant
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares subject to (in shares)	0	17,669
Performance Stock Unit (PSUs) and Restricted Stock Units (RSUs)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares subject to (in shares)	2,163,392	1,088,879
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares subject to (in shares)	571,359	670,026

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2023
Audit Information [Abstract]
Auditor Name	Deloitte & Touche LLP
Auditor Firm ID	34
Auditor Location	Minneapolis, Minnesota

LEASES - Weighted-Average (Details)	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
Weighted-average remaining lease term in years, operating lease	6 years 8 months 12 days	7 years 1 month 6 days
Weighted-average remaining lease term in years, finance lease	12 years 6 months	3 years 1 month 6 days
Weighted-average discount rate, operating lease	4.20%	4.00%
Weighted-average discount rate, finance lease	5.25%	3.63%

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Restructuring Costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Restructuring Cost and Reserve [Line Items]
Non-cash restructuring expenses	$ 11,269
Non-cash restructuring charges	9,703	$ 6,091
Restructuring Plan, Phase One
Restructuring Reserve [Roll Forward]
Restructuring Accruals, beginning balance	696
Expense	1,247
Cash Payments	(1,943)
Restructuring Accruals, ending balance	0	696
Restructuring Plan, Phase Two
Restructuring Reserve [Roll Forward]
Restructuring Accruals, beginning balance	0
Expense	272
Cash Payments	(85)
Restructuring Accruals, ending balance	187	0
Cost of goods sold
Restructuring Cost and Reserve [Line Items]
Non-cash restructuring expenses	10,664
Selling, General and Administrative Expenses
Restructuring Cost and Reserve [Line Items]
Non-cash restructuring expenses	605
Inventory Writedown \| Restructuring Plan, Phase One
Restructuring Cost and Reserve [Line Items]
Non-cash restructuring expenses		6,790
Restructuring costs incurred	6,398
Inventory Writedown \| Restructuring Plan, Phase Two
Restructuring Cost and Reserve [Line Items]
Non-cash restructuring expenses	9,185
Facility Closing \| Restructuring Plan, Phase One
Restructuring Cost and Reserve [Line Items]
Non-cash restructuring expenses	2,084	$ 897
Restructuring costs incurred	$ 3,373

INCOME TAXES - Reconciliation of Income Tax (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
U.S. federal tax benefit at statutory rate	$ (13,656)	$ (61,290)
State income taxes, net	132	422
Permanent items	120	3,785
Goodwill impairment	0	23,170
Foreign rate differential	(3,988)	(443)
162(m) officers compensation	17	1,010
Share-based compensation	680	26
Deferred adjustments	1,035	770
Other, net	(1,320)	2,410
Valuation allowance	16,767	23,697
Total income tax benefit	$ (213)	$ (6,443)

ACCOUNTS RECEIVABLE, NET AND INVENTORIES - Change in Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Beginning balance	$ (1,556)	$ (1,156)
Changes in estimates	(1,280)	(3,274)
Write-offs	310	2,375
Collections/Other	1,606	499
Ending balance	$ (920)	$ (1,556)

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of Income before Income Tax, Domestic and Foreign

Loss before tax was as follows:


	Years ended December 31,
	2023		2022
United States	$	(58,068)	$	(235,215)
Foreign	(6,958)		(56,643)
Loss before tax	$	(65,026)	$	(291,858)

Schedule of Components of Income Tax Expense (Benefit)

Significant components of income tax benefit consist of the following:


	Years ended December 31,
	2023		2022
Current:
Federal	$	—	$	—
State	167		100
Foreign	(382)		2,767
Total current expense	(215)		2,867

Deferred:
Federal	111		(8,689)
State	—		(2,980)
Foreign	(109)		2,359
Total deferred expense (benefit)	2		(9,310)
Total income tax benefit	$	(213)	$	(6,443)

Schedule of Effective Income Tax Rate Reconciliation

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


	Years ended December 31,
	2023		2022
Effective rate reconciliation
U.S. federal tax benefit at statutory rate	$	(13,656)	$	(61,290)
State income taxes, net	132		422
Permanent items	120		3,785
Goodwill impairment	—		23,170
Foreign rate differential	(3,988)		(443)
162(m) officers compensation	17		1,010
Share-based compensation	680		26
Deferred adjustments	1,035		770
Other, net	(1,320)		2,410
Valuation allowance	16,767		23,697
Total income tax benefit	$	(213)	$	(6,443)

Schedule of Deferred Tax Assets and Liabilities

Deferred income tax assets and liabilities consist of the following:


	December 31,
	2023		2022
Deferred tax assets
Lease liabilities	$	16,646	$	17,079
Accrued expenses	2,022		1,453
Share-based compensation	177		865
Intangible assets	1,422		2,110
Net operating loss	38,729		31,425
Inventories	5,437		6,346
Interest expense	9,466		4,183
Other	1,543		1,130
Deferred tax assets	75,442		64,591
Valuation allowance	(55,742)		(39,293)
Total deferred tax assets	19,700		25,298

Deferred tax liabilities
Property, plant and equipment	(8,618)		(10,216)
Operating lease right-of-use assets	(14,063)		(17,767)
Other	(37)		—
Total deferred tax liabilities	(22,718)		(27,983)
Net deferred tax liability	$	(3,018)	$	(2,685)

Other long-term assets - deferred tax assets	$	214	$	—
Long-term deferred tax liabilities	(3,232)		(2,685)
Net deferred tax liability	$	(3,018)	$	(2,685)

GOODWILL AND INTANGIBLE ASSETS, NET - Estimated Useful Lives and Weighted Average Amortization Period of Finite-lived Intangible Assets (Details)	Dec. 31, 2023
Minimum \| Computer software
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	3 years
Minimum \| Customer relationships
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	7 years
Minimum \| Technology, formulations and recipes
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	8 years
Minimum \| Trade names and trademarks
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	15 years
Maximum \| Computer software
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	5 years
Maximum \| Customer relationships
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	18 years
Maximum \| Technology, formulations and recipes
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	12 years
Maximum \| Trade names and trademarks
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	20 years
Weighted Average \| Computer software
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, weighted-average amortization period	2 years
Weighted Average \| Customer relationships
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, weighted-average amortization period	10 years
Weighted Average \| Technology, formulations and recipes
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, weighted-average amortization period	9 years
Weighted Average \| Trade names and trademarks
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, weighted-average amortization period	17 years

CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Loss	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)		8,283
Common stock issued upon exercise of options	75		75
Issuance of common stock for vesting of restricted stock units (in shares)		818,489
Issuance of common stock for vesting of stock awards	1	$ 1
Shares withheld for payroll taxes related to vesting of restricted stock units (in shares)		(247,979)
Shares repurchased for withholding tax on stock awards	(2,461)		(2,461)
Issuance of common stock under cashless warrant exercise (in shares)		99
Stock-based compensation expense	8,354		8,354
Net loss	(285,415)				(285,415)
Foreign currency translation gain (loss)	$ (5,853)			(5,853)
Ending balance (in shares) at Dec. 31, 2022	45,197,249	45,197,249
Ending balance at Dec. 31, 2022	$ 349,881	$ 5	783,042	(7,235)	(425,931)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock for vesting of restricted stock units (in shares)		805,306
Shares withheld for payroll taxes related to vesting of restricted stock units (in shares)		(212,665)
Shares repurchased for withholding tax on stock awards	(271)		(271)
Stock-based compensation expense	5,075		5,075
Net loss	(64,813)				(64,813)
Foreign currency translation gain (loss)	$ 738			738
Ending balance (in shares) at Dec. 31, 2023	45,789,890	45,789,890
Ending balance at Dec. 31, 2023	$ 290,610	$ 5	$ 787,846	$ (6,497)	$ (490,744)

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Stock-based Compensation Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield	0.00%
Expense incurred for employee benefit plan	$ 261	$ 280
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award service period	1 year

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 2
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 2
-Subparagraph (c)(2)(iii)
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-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 2
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 2
-Subparagraph (c)(2)(iii)(03)
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)(1)
-Publisher FASB
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 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 related to the first and second phases of the Restructuring Plan for the year ended December 31, 2023:


	Year Ended December 31, 2023
	Phase 1		Phase 2
Restructuring Accruals as of January 1, 2023	$	696	$	—
Expense	1,247		272
Cash Payments	(1,943)		(85)
Restructuring Accruals as of December 31, 2023	$	—	$	187

Revenue from External Customers by Geographic Areas

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


	Years ended December 31,
	2023		2022
United States	$	179,844	$	280,464
Canada	49,668		68,153
Intersegment eliminations	(2,931)		(4,116)
Total consolidated net sales	$	226,581	$	344,501


	Years ended December 31,
	2023		2022
United States	$	68,270	$	80,380
Canada	33,584		36,020
Total property, plant and equipment, net and operating lease right-of-use assets	$	101,854	$	116,400

Long-lived Assets by Geographic Areas


	Years ended December 31,
	2023		2022
United States	$	179,844	$	280,464
Canada	49,668		68,153
Intersegment eliminations	(2,931)		(4,116)
Total consolidated net sales	$	226,581	$	344,501


	Years ended December 31,
	2023		2022
United States	$	68,270	$	80,380
Canada	33,584		36,020
Total property, plant and equipment, net and operating lease right-of-use assets	$	101,854	$	116,400

Schedule of Property and Equipment

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


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

Property, plant and equipment, net comprised the following:


	December 31,
	2023		2022
Machinery and equipment	$	27,417	$	27,832
Peat bogs and related development	12,256		10,761
Building and improvements	10,132		9,920
Land	6,114		6,107
Furniture and fixtures	4,360		3,921
Computer equipment	3,301		3,337
Leasehold improvements	5,169		4,177
Gross property, plant, and equipment	68,749		66,055
Less: accumulated depreciation	(21,389)		(14,920)
Total property, plant and equipment, net	$	47,360	$	51,135

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Operating Activities
Net loss	$ (64,813)	$ (285,415)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation, depletion and amortization	32,075	41,527
(Benefit from) provision for doubtful accounts	(386)	2,998
Provision for inventory obsolescence	1,587	16,449
Non-cash restructuring charges	9,703	6,091
Stock-based compensation expense	5,075	8,354
Non-cash operating lease expense	9,942	9,751
Impairment charges	0	192,328
Change in fair value of contingent consideration	0	(1,560)
Deferred income tax expense (benefit)	2	(9,310)
Other	1,500	1,210
Changes in assets and liabilities:
Accounts receivable	766	16,665
Inventories	26,112	57,023
Prepaid expenses and other current assets	(49)	3,663
Other assets	(172)	262
Accounts payable	(1,105)	(11,998)
Accrued expenses and other current liabilities	(3,537)	(4,532)
Deferred revenue	(439)	(13,297)
Lease liabilities	(9,162)	(7,850)
Other long-term liabilities	(55)	(370)
Net cash from operating activities	7,044	21,989
Investing activities
Business combinations, net of cash and cash equivalents	0	190
Capital expenditures of property, plant and equipment	(4,215)	(8,229)
Other	45	(448)
Net cash used in investing activities	(4,170)	(8,487)
Financing activities
Proceeds from Sale-Leaseback Transaction	8,598	0
Payment of withholding tax related to stock awards	(271)	(2,470)
Borrowings under foreign revolving credit facilities	965	853
Repayments of foreign revolving credit facilities	(970)	(1,102)
Repayments of Term Loan	(1,250)	(1,250)
Payments to settle contingent consideration	0	(15,474)
Financing cash flows from finance leases	(1,007)	(757)
Net cash from (used in) financing activities	6,065	(20,200)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	82	(395)
Net increase (decrease) in cash, cash equivalents and restricted cash	9,021	(7,093)
Cash, cash equivalents and restricted cash at beginning of year	21,291	28,384
Cash and cash equivalents at end of year	30,312	21,291
Non-cash investing and financing activities
Right-of-use assets (relinquished) acquired under operating lease obligation	(1,067)	28,972
Assets acquired under finance lease obligation	185	409
Capital expenditures included in accounts payable and accrued liabilities	200	611
Additions of leasehold improvements and related asset retirement obligations	349	987
Supplemental information
Cash paid for interest	13,101	9,643
Cash (refunds) paid for income taxes	$ (1,000)	$ 3,906

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 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)	45,789,890	45,197,249
Common stock, shares outstanding (in shares)	45,789,890	45,197,249

INCOME TAXES - Components of Income Tax (Benefit) Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Current:
Federal	$ 0	$ 0
State	167	100
Foreign	(382)	2,767
Total current expense	(215)	2,867
Deferred:
Federal	111	(8,689)
State	0	(2,980)
Foreign	(109)	2,359
Total deferred expense (benefit)	2	(9,310)
Total income tax benefit	$ (213)	$ (6,443)

LOSS PER COMMON SHARE (Tables)

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The following table presents basic and diluted loss per common share for the years ended December 31, 2023, and 2022:


	Years ended December 31,
	2023		2022
Net loss	$	(64,813)	$	(285,415)
Weighted-average shares of common stock outstanding	45,508,363		44,974,856
Dilutive effect of warrants and share based compensation awards using the treasury stock method	—		—
Diluted weighted-average shares of common stock outstanding	45,508,363		44,974,856
Basic loss per common share	$	(1.42)	$	(6.35)
Diluted loss per common share	$	(1.42)	$	(6.35)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

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


	Years ended December 31,
	2023	2022
Shares subject to warrants outstanding	—	17,669
Shares subject to unvested performance and restricted stock units	2,163,392	1,088,879
Shares subject to stock options outstanding	571,359	670,026

DESCRIPTION OF THE BUSINESS	12 Months Ended
DESCRIPTION OF THE BUSINESS	Dec. 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 branded hydroponics equipment and supplies for controlled environment agriculture ("CEA"), including grow lights, climate control solutions, growing media and nutrients, as well as a broad portfolio of innovative and 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.

LEASES - Cash Flow (Details) - USD ($) $ in Thousands	12 Months Ended
LEASES - Cash Flow (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
Operating cash flows from operating leases	$ (12,121)	$ (9,035)
Operating cash flows from finance leases	(516)	(61)
Financing cash flows from finance leases	$ (1,007)	$ (757)

PROPERTY AND EQUIPMENT, NET

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT, NET

PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net comprised the following:


	December 31,
	2023		2022
Machinery and equipment	$	27,417	$	27,832
Peat bogs and related development	12,256		10,761
Building and improvements	10,132		9,920
Land	6,114		6,107
Furniture and fixtures	4,360		3,921
Computer equipment	3,301		3,337
Leasehold improvements	5,169		4,177
Gross property, plant, and equipment	68,749		66,055
Less: accumulated depreciation	(21,389)		(14,920)
Total property, plant and equipment, net	$	47,360	$	51,135

Depreciation, depletion and amortization expense related to property, plant, and equipment, net was $7,720 and $8,219 for the years ended December 31, 2023, and 2022, respectively.

As of December 31, 2023, Land, Building and improvements, Computer equipment and Machinery and equipment contain finance leases assets, recorded at cost of $12,783, less accumulated depreciation of $3,468. 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 in finance lease assets in 2023 primarily relates to the Sale-Leaseback Transaction.

ACCOUNTS RECEIVABLE, NET AND INVENTORIES (Tables)

12 Months Ended

Dec. 31, 2023

Receivables [Abstract]

Schedule of Accounts Receivable, Net

Accounts receivable, net comprised the following:


	December 31,
	2023		2022
Trade accounts receivable	$	16,740	$	18,204
Allowance for doubtful accounts	(920)		(1,556)
Other receivables	1,070		579
Total accounts receivable, net	$	16,890	$	17,227

Change in Allowance for Doubtful Accounts

The change in the allowance for doubtful accounts consisted of the following:


	Years ended December 31,
	2023		2022
Beginning balance	$	(1,556)	$	(1,156)
Changes in estimates	(1,280)		(3,274)
Write-offs	310		2,375
Collections/Other	1,606		499
Ending balance	$	(920)	$	(1,556)

Schedule of Inventories

Inventories comprised the following:


	December 31,
	2023		2022
Finished goods	$	58,346	$	83,134
Work-in-process	3,891		5,403
Raw materials	23,256		38,558
Allowance for inventory obsolescence	(10,139)		(15,697)
Total inventories	$	75,354	$	111,398

STOCK-BASED COMPENSATION - PSU Activity (Details) - PSU	12 Months Ended
STOCK-BASED COMPENSATION - PSU Activity (Details) - PSU	Dec. 31, 2023 $ / shares shares
Number of RSUs
Balance, beginning (in shares) \| shares	96,246
Granted (in shares) \| shares	1,141,543
Vested (in shares) \| shares	(25,894)
Forfeited (in shares) \| shares	(290,713)
Balance, ending (in shares) \| shares	921,182
Weighted average grant date fair value
Balance, 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	5.15
Balance, ending (in dollars shares) \| $ / shares	$ 1.77

STOCK-BASED COMPENSATION (Tables)

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

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

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


	Number of RSUs	Weighted average grant date fair value
Balance, December 31, 2022	992,633	$	8.57
Granted	1,091,726	$	1.19
Vested	(779,412)	$	6.82
Forfeited	(62,737)	$	11.05
Balance, December 31, 2023	1,242,210	$	3.06

The following table summarizes the activity related to the Company's PSUs for the year ended December 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	(290,713)	$	5.15
Balance, December 31, 2023	921,182	$	1.77

Share-based Payment Arrangement, Option, Activity

The following table summarizes the stock option activity for the year ended December 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	(91,443)	$	9.44	$	2.19
Forfeited	(7,224)	$	12.28	$	7.69
Outstanding as of December 31, 2023	571,359	$	9.47	$	2.01	3.69
Options exercisable as of December 31, 2023	554,685	$	9.16	$	1.71	3.59
Vested and expected to vest as of December 31, 2023	571,359	$	9.47	$	2.01	3.69

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

The following table summarizes the unvested stock option activity for the year ended December 31, 2023:



	Number	Weighted average grant date fair value
Unvested as of December 31, 2022	70,587	$	7.02
Vested	(46,689)	$	5.68
Forfeited	(7,224)	$	7.69
Unvested as of December 31, 2023	16,674	$	12.15

The valuation model requires the input of subjective assumptions. For inputs into the Black-Scholes model, the expected volatility is based on historical implied volatility from recent stock option transactions at the time of grant. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury implied yield at the date of grant. The Company has elected to use the "simplified method" to determine the expected term which is the midpoint between the vesting date and the end of the contractual term because it has insufficient history upon which to base an assumption about the term. The expected dividend yield is 0.0% as the Company has not paid and does not anticipate paying dividends on its common stock. Inputs to the model were as follows for the period indicated:


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

STOCK-BASED COMPENSATION - Assumptions (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dividend yield	0.00%
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average exercise price of common stock underlying the options (in dollars per share)		$ 13.12
Volatility		200.00%
Risk-free rate		2.80%
Dividend yield		0.00%
Expected term in years		6 years

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

STOCKHOLDERS’ EQUITY

12 Months Ended

Dec. 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 of Directors. As of December 31, 2023, there were 45,789,890 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. For the years ended December 31, 2023 and 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 expired on December 14, 2023.

As of December 31, 2023, there were no outstanding placement agent warrants. As of December 31, 2022, the following table summarizes the outstanding warrants:


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

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 14
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Section 50
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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
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (a)
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Section 50
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

GOODWILL AND INTANGIBLE ASSETS, NET (Tables)

12 Months Ended

Dec. 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 - Innovative Growers Equipment - measurement period adjustments	(21,304)
Acquisition - Greenstar Plant Products - measurement period adjustments	7,000
Acquisition - all others - remeasurement adjustments and foreign currency translation adjustments, net	(992)
Impairments	(189,572)
Balance at December 31, 2022	$	—

Schedule of Indefinite-Lived Intangible Assets

Intangible assets, net comprised the following:


	December 31, 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	$	9,325	$	(8,357)	$	968	$	9,408	$	(7,976)	$	1,432
Customer relationships	99,805		(31,883)		67,922		99,933		(24,533)		75,400
Technology, formulations and recipes	114,181		(25,124)		89,057		114,187		(15,344)		98,843
Trade names and trademarks	131,493		(16,740)		114,753		131,410		(10,052)		121,358
Other	4,802		(4,422)		380		4,778		(4,246)		532
Total finite-lived intangible assets, net	359,606		(86,526)		273,080		359,716		(62,151)		297,565
Indefinite-lived intangible asset:
Trade name	2,801		—		2,801		2,801		—		2,801
Total Intangible assets, net	$	362,407	$	(86,526)	$	275,881	$	362,517	$	(62,151)	$	300,366

Schedule of Finite-Lived Intangible Assets

Intangible assets, net comprised the following:


	December 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	$	9,325	$	(8,357)	$	968	$	9,408	$	(7,976)	$	1,432
Customer relationships	99,805		(31,883)		67,922		99,933		(24,533)		75,400
Technology, formulations and recipes	114,181		(25,124)		89,057		114,187		(15,344)		98,843
Trade names and trademarks	131,493		(16,740)		114,753		131,410		(10,052)		121,358
Other	4,802		(4,422)		380		4,778		(4,246)		532
Total finite-lived intangible assets, net	359,606		(86,526)		273,080		359,716		(62,151)		297,565
Indefinite-lived intangible asset:
Trade name	2,801		—		2,801		2,801		—		2,801
Total Intangible assets, net	$	362,407	$	(86,526)	$	275,881	$	362,517	$	(62,151)	$	300,366

The following are the estimated useful lives and the weighted-average amortization period remaining as of December 31, 2023, for the major classes of finite-lived intangible assets:


	Useful lives	Weighted-average amortization period
Computer software	3 to 5 years	2 years
Customer relationships	7 to 18 years	10 years
Technology, formulations and recipes	8 to 12 years	9 years
Trade names and trademarks	15 to 20 years	17 years

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

The estimated aggregate future amortization expense for intangible assets subject to amortization as December 31, 2023, is summarized below:


	Estimated Future Amortization Expense
Year ending December 31,
2024	$	24,396
2025	24,289
2026	24,053
2027	23,820
2028	23,185
Thereafter	153,337
Total	$	273,080

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
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-Paragraph 1
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

FAIR VALUE MEASUREMENTS (Details)	6 Months Ended	12 Months Ended
FAIR VALUE MEASUREMENTS (Details)	Jun. 30, 2022 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($) acquisition	Jul. 01, 2021 USD ($)	May 03, 2021 USD ($)
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Change in fair value of contingent consideration		$ 0	$ (1,560,000)
Impairment loss			2,636,000
Carrying value of note receivable			475,000	$ 3,111
Number of businesses acquired \| acquisition				5
Assets
Cash and cash equivalents		30,312,000	21,291,000
Field 16, LLC (Heavy 16)
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Liability for contingent consideration						$ 344,000
Change in fair value of contingent consideration			0	$ 144,000
Aurora
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Liability for contingent consideration					$ 19,300,000
Change in fair value of contingent consideration	$ (1,560,000)		1,560,000	2,466,000
Value of contingent consideration	$ 15,274,000
2021 Acquisitions
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Value of contingent consideration		0	0
Carrying Amount \| Field 16, LLC (Heavy 16)
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Liability for contingent consideration				200,000
Carrying Amount \| Aurora
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Liability for contingent consideration				$ 16,834,000
Carrying Amount \| Level 2 \| Term Loan
Liabilities
Debt		122,500,000	123,750,000
Carrying Amount \| Level 3 \| Finance Leases
Liabilities
Debt		9,688,000	1,904,000
Estimated Fair Value \| Level 1
Assets
Cash and cash equivalents		30,312,000	21,291,000
Estimated Fair Value \| Level 2 \| Term Loan
Liabilities
Debt		98,000,000	105,188,000
Estimated Fair Value \| Level 3 \| Finance Leases
Liabilities
Debt		$ 9,688,000	$ 1,904,000

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accrued compensation and benefits	$ 2,096	$ 2,522
Interest accrual	1,214	108
Freight, custom and duty accrual	1,040	1,022
Goods in transit accrual	360	1,172
Income tax accrual	0	451
Other accrued liabilities	4,819	7,933
Total accrued expenses and other current liabilities	$ 9,529	$ 13,208

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net loss	$ (64,813)	$ (285,415)

- Definition

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

+ References

+ Details

STOCK-BASED COMPENSATION - RSU Activity (Details) - Restricted stock units - $ / shares	1 Months Ended	12 Months Ended
	Jul. 31, 2021	Dec. 31, 2023
Number of RSUs
Balance, beginning (in shares)		992,633
Granted (in shares)		1,091,726
Vested (in shares)	(148,315)	(779,412)
Forfeited (in shares)		(62,737)
Balance, ending (in shares)		1,242,210
Weighted average grant date fair value
Balance, beginning (in dollars per shares)		$ 8.57
Granted (in dollars per share)		1.19
Vested (in dollars per share)		6.82
Forfeited (in dollars per share)		11.05
Balance, ending (in dollars shares)		$ 3.06

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

12 Months Ended

Dec. 31, 2023

Payables and Accruals [Abstract]

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities comprised the following:


	December 31,
	2023		2022
Accrued compensation and benefits	$	2,096	$	2,522
Interest accrual	1,214		108
Freight, custom and duty accrual	1,040		1,022
Goods in transit accrual	360		1,172
Income tax accrual	—		451
Other accrued liabilities	4,819		7,933
Total accrued expenses and other current liabilities	$	9,529	$	13,208

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Segment Narrative (Details)	12 Months Ended
	Dec. 31, 2023 segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of operating segments	2
Number of reportable segments	1

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Statement of Comprehensive Income [Abstract]
Net loss	$ (64,813)	$ (285,415)
Other comprehensive income (loss):
Foreign currency translation gain (loss)	738	(5,853)
Total comprehensive loss	$ (64,075)	$ (291,268)

- Definition

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

+ References

+ Details

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Net sales	$ 226,581	$ 344,501
Cost of goods sold	188,969	315,165
Gross profit	37,612	29,336
Operating expenses:
Selling, general and administrative	87,314	118,604
Impairments	0	192,328
Loss from operations	(49,702)	(281,596)
Interest expense	(15,442)	(10,958)
Other income, net	118	696
Loss before tax	(65,026)	(291,858)
Income tax benefit	213	6,443
Net loss	$ (64,813)	$ (285,415)
Net loss per share:
Basic (in dollars per share)	$ (1.42)	$ (6.35)
Diluted (in dollars per share)	$ (1.42)	$ (6.35)
Weighted-average shares of common stock outstanding:
Basic (in shares)	45,508,363	44,974,856
Diluted (in shares)	45,508,363	44,974,856

LOSS PER COMMON SHARE - Shares Outstanding (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Shares subject to (in shares)	45,508,363	44,974,856

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 30,312	$ 21,291
Accounts receivable, net	16,890	17,227
Inventories	75,354	111,398
Prepaid expenses and other current assets	5,510	5,032
Total current assets	128,066	154,948
Property, plant and equipment, net	47,360	51,135
Operating lease right-of-use assets	54,494	65,265
Intangible assets, net	275,881	300,366
Other assets	1,842	1,845
Total assets	507,643	573,559
Current liabilities:
Accounts payable	12,613	13,633
Accrued expenses and other current liabilities	9,529	13,208
Deferred revenue	3,231	3,654
Current portion of operating lease liabilities	8,336	9,099
Current portion of finance lease liabilities	954	704
Current portion of long-term debt	2,989	1,307
Total current liabilities	37,652	41,605
Long-term operating lease liabilities	47,506	56,299
Long-term finance lease liabilities	8,734	1,200
Long-term debt	115,412	117,461
Deferred tax liabilities	3,232	2,685
Other long-term liabilities	4,497	4,428
Total liabilities	217,033	223,678
Commitments and contingencies (Note 13)
Stockholders’ equity
Common stock ($0.0001 par value; 300,000,000 shares authorized; 45,789,890 and 45,197,249 shares issued and outstanding at December 31, 2023, and December 31, 2022, respectively)	5	5
Additional paid-in capital	787,846	783,042
Accumulated other comprehensive loss	(6,497)	(7,235)
Accumulated deficit	(490,744)	(425,931)
Total stockholders’ equity	290,610	349,881
Total liabilities and stockholders’ equity	$ 507,643	$ 573,559

ACCOUNTS RECEIVABLE, NET AND INVENTORIES

12 Months Ended

Dec. 31, 2023

Receivables [Abstract]

ACCOUNTS RECEIVABLE, NET AND INVENTORIES

Accounts receivable, net comprised the following:


	December 31,
	2023		2022
Trade accounts receivable	$	16,740	$	18,204
Allowance for doubtful accounts	(920)		(1,556)
Other receivables	1,070		579
Total accounts receivable, net	$	16,890	$	17,227

The change in the allowance for doubtful accounts consisted of the following:


	Years ended December 31,
	2023		2022
Beginning balance	$	(1,556)	$	(1,156)
Changes in estimates	(1,280)		(3,274)
Write-offs	310		2,375
Collections/Other	1,606		499
Ending balance	$	(920)	$	(1,556)

Inventories comprised the following:


	December 31,
	2023		2022
Finished goods	$	58,346	$	83,134
Work-in-process	3,891		5,403
Raw materials	23,256		38,558
Allowance for inventory obsolescence	(10,139)		(15,697)
Total inventories	$	75,354	$	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.

COMMITMENTS AND CONTINGENCIES	12 Months Ended
COMMITMENTS AND CONTINGENCIES	Dec. 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 does not expect that the outcome of any matters, individually or in the aggregate, would have a material adverse effect on the consolidated financial position, results of operations, cash flows or future earnings of the Company.

PROPERTY AND EQUIPMENT, NET - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Depreciation, depletion and amortization	$ 7,720	$ 8,219
Finance leases assets	12,783	3,128
Finance leases, accumulated depreciation	$ 3,468	$ 1,123

Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Dec. 31, 2023	Feb. 15, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-39773
Entity Registrant Name	Hydrofarm Holdings Group, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	81-4895761
Entity Address, Address Line One	1510 Main Street
Entity Address, City or Town	Shoemakersville
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19555
City Area Code	707
Local Phone Number	765-9990
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	HYFM
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Document Financial Statement Error Correction [Flag]	false
Entity Public Float			$ 34
Entity Common Stock, Shares Outstanding		45,794,691
Documents Incorporated by Reference	Portions of the Registrant’s Proxy Statement for its 2024 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent stated herein. Such Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the Registrant’s fiscal year ended December 31, 2023.
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Entity Central Index Key	0001695295

LEASES - Future Minimum Lease Payment (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Operating
2024	$ 10,442
2025	10,368
2026	9,212
2027	8,993
2028	8,432
Thereafter	16,989
Total lease payments	64,436
Less portion representing interest	8,594
Total principal	55,842
Current, operating leases	8,336	$ 9,099
Long-term portion	47,506	56,299
Finance
2024	1,442
2025	1,305
2026	852
2027	855
2028	806
Thereafter	8,039
Total lease payments	13,299
Less portion representing interest	3,611
Total principal	9,688
Current portion of finance lease liabilities	954	704
Long-term portion	$ 8,734	$ 1,200

DEBT - Components (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Debt	$ 118,401	$ 118,768
Current portion of long-term debt	2,989	1,307
Long-term debt - net of unamortized discount and deferred financing costs of $4,259 and $5,142 as of December 31, 2023, and December 31, 2022, respectively	115,412	117,461
Total debt	118,401	118,768
Unamortized discount and deferred financing costs	4,259	5,142
Term loan
Debt Instrument [Line Items]
Debt	118,241	118,608
Unamortized discount and deferred financing costs	4,259	5,142
Other
Debt Instrument [Line Items]
Debt	$ 160	$ 160

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482900/835-30-50-1

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-3

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/exampleRef
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 470
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-Paragraph 1I
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

- Definition

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

+ References + Details

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Concentrations of Business and Credit Risk Narrative (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Supplier Concentration Risk \| Purchases \| One Supplier
Concentration Risk [Line Items]
Concentration risk, percentage	10.00%	10.00%

STOCK-BASED COMPENSATION - Unvested Stock Option Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Number
Granted (in shares)	0
Weighted average grant date fair value
Granted (in dollars per share)		$ 12.95
Forfeited (in dollars per share)	$ 7.69
Stock options
Number
Balance, outstanding, beginning (in shares)	70,587
Vested (in shares)	(46,689)
Forfeited (in shares)	(7,224)
Balance, outstanding, ending (in shares)	16,674	70,587
Stock options \| Minimum
Weighted average grant date fair value
Balance, outstanding, beginning (in dollars per share)	$ 7.02
Vested (in dollars per share)	5.68
Balance, outstanding, ending (in dollars per share)	$ 12.15	$ 7.02

LEASES (Tables)

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Lessee, Assets and Liabilities

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


		December 31,
	Balance Sheet Classification	2023		2022
Lease assets
Operating lease assets	Operating lease right-of-use assets	$	54,494	$	65,265
Finance lease assets	Property, plant and equipment, net	9,315		2,005
Total lease assets		$	63,809	$	67,270

Lease liabilities
Current:
Operating leases	Current portion of operating lease liabilities	$	8,336	$	9,099
Finance leases	Current portion of finance lease liabilities	954		704
Noncurrent:
Operating leases	Long-term operating lease liabilities	47,506		56,299
Finance leases	Long-term finance lease liabilities	8,734		1,200
Total lease liabilities		$	65,530	$	67,302

Lease, Cost

Total lease costs and sublease income were as follows:


		Years ended December 31,
	Classification	2023		2022
Operating lease costs	Selling, general and administrative(1)	$	12,371	$	11,484
Finance lease costs:
Amortization of lease assets	Selling, general and administrative	1,047		285
Amortization of lease assets	Cost of goods sold	328		327
Interest on lease liabilities	Interest expense	519		61
Sublease income	Selling, general and administrative	(1,722)		(1,533)

(1) Operating lease costs are primarily recorded in SG&A.

The following table summarizes the weighted-average remaining lease term as well as the weighted average discount rate as of December 31, 2023, and 2022:


	December 31,
	2023		2022
Weighted-average remaining lease term in years:
Operating leases	6.7		7.1
Finance leases	12.5		3.1

Weighted-average discount rate:
Operating leases	4.20	%	4.00	%
Finance leases	5.25	%	3.63	%

Cash paid for amounts included in lease liabilities for the years ended December 31, 2023, and 2022, were:


	Years ended December 31,
Cash paid for amounts included in lease liabilities:	2023		2022
Operating cash flows from operating leases	$	(12,121)	$	(9,035)
Operating cash flows from finance leases	(516)		(61)
Financing cash flows from finance leases	(1,007)		(757)

Lessee, Operating Lease, Liability, Maturity

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


Year ending December 31,	Operating		Finance
2024	$	10,442	$	1,442
2025	10,368		1,305
2026	9,212		852
2027	8,993		855
2028	8,432		806
Thereafter	16,989		8,039
Total lease payments	64,436		13,299
Less portion representing interest	8,594		3,611
Total principal	55,842		9,688
Less current portion	8,336		954
Long-term portion	$	47,506	$	8,734

Finance Lease, Liability, Fiscal Year Maturity

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


Year ending December 31,	Operating		Finance
2024	$	10,442	$	1,442
2025	10,368		1,305
2026	9,212		852
2027	8,993		855
2028	8,432		806
Thereafter	16,989		8,039
Total lease payments	64,436		13,299
Less portion representing interest	8,594		3,611
Total principal	55,842		9,688
Less current portion	8,336		954
Long-term portion	$	47,506	$	8,734

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Business Combinations Narrative (Details) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2022 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Jul. 31, 2022 USD ($)	Jul. 01, 2021 USD ($) Rate	May 03, 2021 USD ($) Rate
Business Acquisition [Line Items]
Additional amortization expense			$ 5,894
Change in fair value of contingent consideration		$ 0	(1,560)
Field 16, LLC (Heavy 16)
Business Acquisition [Line Items]
Contingent consideration arrangements, range of outcomes, value, high							$ 2,500
Contingent consideration arrangements, range of outcomes, value, incremental amount over threshold							200
Contingent consideration arrangements, range of outcomes, value, threshold							1,000
Contingent consideration arrangements, range of outcomes, value, sales threshold							21,000
Liability for contingent consideration							$ 344
Change in fair value of contingent consideration			0	$ 144
Field 16, LLC (Heavy 16) \| Carrying Amount
Business Acquisition [Line Items]
Liability for contingent consideration				200
Field 16, LLC (Heavy 16) \| Valuation, Income Approach
Business Acquisition [Line Items]
Contingent consideration, liability, measurement input \| Rate							0.10
Field 16, LLC (Heavy 16) \| Valuation Technique, Discounted Cash Flow
Business Acquisition [Line Items]
Contingent consideration, liability, measurement input \| Rate							0.0033
Aurora
Business Acquisition [Line Items]
Contingent consideration arrangements, range of outcomes, value, high						$ 70,997
Liability for contingent consideration						19,300
Change in fair value of contingent consideration	$ (1,560)		$ 1,560	2,466
Contingent consideration arrangements, excess EBITDA						$ 15,556
Contingent consideration arrangements, multiplier						11
Contingent consideration					$ 15,274
Aurora \| Carrying Amount
Business Acquisition [Line Items]
Liability for contingent consideration				$ 16,834
Aurora \| Valuation Technique, Discounted Cash Flow \| Measurement Input, Discount Rate
Business Acquisition [Line Items]
Contingent consideration, liability, measurement input \| Rate						0.15
Computer software
Business Acquisition [Line Items]
Useful life			3 years
Minimum \| Customer relationships
Business Acquisition [Line Items]
Useful life			7 years
Minimum \| Technology, Formulations and Recipes
Business Acquisition [Line Items]
Useful life			8 years
Minimum \| Trade Names
Business Acquisition [Line Items]
Useful life			15 years
Maximum \| Customer relationships
Business Acquisition [Line Items]
Useful life			12 years
Maximum \| Technology, Formulations and Recipes
Business Acquisition [Line Items]
Useful life			12 years
Maximum \| Trade Names
Business Acquisition [Line Items]
Useful life			20 years

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Revenue Recognition Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Revenue from External Customer [Line Items]
Impairment loss		$ 2,636,000
Carrying value of note receivable		475,000	$ 3,111
Net sales	$ 226,581,000	344,501,000
Deferred revenue	3,231,000	3,654,000
Cost basis of investments	531,000
Shipping and Handling
Revenue from External Customer [Line Items]
Net sales	$ 9,523,000	$ 13,180,000

- 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
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

STOCKHOLDERS’ EQUITY (Tables)

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Schedule of Warrants

As of December 31, 2023, there were no outstanding placement agent warrants. As of December 31, 2022, the following table summarizes the outstanding warrants:


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

GOODWILL AND INTANGIBLE ASSETS, NET - Goodwill (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Goodwill [Roll Forward]
Balance at December 31, 2021	$ 204,868
Impairments	(189,572)
Balance at December 31, 2022	0
Greenstar
Goodwill [Roll Forward]
Goodwill, measurement period adjustments	7,000
IGE Entities
Goodwill [Roll Forward]
Goodwill, measurement period adjustments	(21,304)
All others
Goodwill [Roll Forward]
Goodwill, measurement period adjustments	$ (992)

- Definition

+ References + Details

LEASES - Balance Sheet (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Lease assets
Operating lease right-of-use assets	$ 54,494	$ 65,265
Finance lease assets	9,315	2,005
Total lease assets	63,809	67,270
Finance leases
Current, operating leases	8,336	9,099
Current portion of finance lease liabilities	954	704
Noncurrent, operating leases	47,506	56,299
Long-term finance lease liabilities	8,734	1,200
Total lease liabilities	$ 65,530	$ 67,302

DEBT

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

DEBT

Debt is comprised of the following:


	December 31,
	2023		2022
Term Loan - net of unamortized discount and deferred financing costs of $4,259 and $5,142 as of December 31, 2023, and December 31, 2022, respectively	$	118,241	$	118,608
Other	160		160
Total debt	$	118,401	$	118,768

Current portion of long-term debt	$	2,989	$	1,307
Long-term debt - net of unamortized discount and deferred financing costs of $4,259 and $5,142 as of December 31, 2023, and December 31, 2022, respectively	115,412		117,461
Total debt	$	118,401	$	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 was amended by Amendment No. 1 to Credit and Guaranty Agreement (“Amendment No. 1”) effective on June 27, 2023, to replace the LIBOR referenced rates with SOFR referenced rates. Pursuant to Amendment No. 1, any Term Loan that constitutes a Eurodollar Rate Loan that is outstanding as of the Amendment No. 1 closing date shall continue until the end of the applicable interest period for such Eurodollar Rate Loan and the provisions of the Term Loan applicable thereto shall continue and remain in effect (notwithstanding the occurrence of the Amendment No. 1 closing date) until the end of the applicable interest period for such Eurodollar Rate Loan, after which such provisions shall have no further force or effect. Such Eurodollar Rate Loan shall subsequently either be an ABR Loan or a Term Benchmark Loan. The ABR Loans shall bear interest at the Alternate Base Rate (with a 2.0% floor) plus 4.50%, and Term Benchmark Loans shall bear interest at the Adjusted Term SOFR Rate (with a 1.0% floor), plus 5.50%. The ABR Loan and Term Benchmark Loan credit spreads of 4.50% and 5.50%, respectively, within the Amendment No. 1 have not changed from the credit spreads in the original Term Loan. Legal fees associated with Amendment No. 1 were not material, and were included in Other income, net, on the Consolidated Statements of Operations for the year ended December 31, 2023. The foregoing description of Amendment No. 1 does not purport to be complete and is qualified in its entirety by reference to the provisions of Amendment No. 1, included as Exhibit 10.8 to this Annual Report on Form 10-K. Capitalized terms referenced above are defined in the Term Loan.

The Term Loan was subject to a call premium of 1% if called prior to October 25, 2023, and 0% thereafter, and matures on October 25, 2028 ("Maturity Date"). Deferred financing costs are being amortized to interest expense over the term of the loan. For the year ended December 31, 2023, the effective interest rate was 11.55% and interest expense was $14,245, which includes amortization of deferred financing costs and discount of $883. For the year ended December 31, 2022, the effective interest rate was 8.30% and interest expense was $10,331, which included amortization of deferred financing costs and discount of $883.

The principal amounts of the Term Loan are required to be repaid in consecutive quarterly installments in amounts equal to 0.25% of the 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. As described in Note 6 – Leases, the Company received net cash proceeds in January 2023 from the Sale-Leaseback Transaction and is subject to a provision whereby such net cash proceeds can be reinvested into certain investments, such as capital expenditures. This provision of the Term Loan includes (i) cash investments made within a one-year period from the Sale Leaseback Transaction, and (ii) investments which are contractually committed within one-year of the Sale Leaseback Transaction and paid within 180 days after entering into such contractual commitment. The amount of any net cash proceeds

which are not reinvested would require the Company to make an offer to prepay the corresponding amount on the Term Loan in 2024. In accordance with this provision, the Company classified $1,665 as current debt as of December 31, 2023, and offer to prepay the Term Loan in this amount. In addition, the Company has $2,187 of contractual commitments pursuant to this provision. Should any of the $2,187 balance not be paid within 180 days of the contractual commitment dates, the Company will be required to make an additional offer to prepay the corresponding amount in 2024. The foregoing description of the reinvestment provision does not purport to be complete and is qualified in its entirety by reference to the provisions of the Term Loan.

As of December 31, 2023, and 2022, the outstanding principal balance on the Term Loan was $122,500 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 December 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 discount and deferred financing costs were $538 and $580 as of December 31, 2023, and 2022, respectively, and are included in other assets in the consolidated balance sheet. Debt discount and deferred financing 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 December 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 0.40% per annum is charged for available but unused borrowings.

As of December 31, 2023, and 2022, the Company had zero borrowed under the facility. As of December 31, 2023 the Company would be able to borrow approximately $22 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 $160 and $160 as of December 31, 2023, and December 31, 2022, respectively, was primarily comprised of foreign subsidiary's other debt which constitutes an immaterial revolving line of credit and mortgage.

Loss on debt modification

The losses on debt modification of $59 and $145 for the years ended December 31, 2023 and 2022, respectively, resulting primarily from the financing transactions described above, are presented in Other income, net on the consolidated statement of operations.

Aggregate future principal payments

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


	Debt
Year ending December 31,
2024	$	2,989
2025	1,269
2026	1,270
2027	1,270
2028	115,862
Total	$	122,660

- 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://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

PROPERTY AND EQUIPMENT, NET (Tables)

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

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


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

Property, plant and equipment, net comprised the following:


	December 31,
	2023		2022
Machinery and equipment	$	27,417	$	27,832
Peat bogs and related development	12,256		10,761
Building and improvements	10,132		9,920
Land	6,114		6,107
Furniture and fixtures	4,360		3,921
Computer equipment	3,301		3,337
Leasehold improvements	5,169		4,177
Gross property, plant, and equipment	68,749		66,055
Less: accumulated depreciation	(21,389)		(14,920)
Total property, plant and equipment, net	$	47,360	$	51,135

ACCOUNTS RECEIVABLE, NET AND INVENTORIES - Accounts Receivable, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Receivables [Abstract]
Trade accounts receivable	$ 16,740	$ 18,204
Allowance for doubtful accounts	(920)	(1,556)
Other receivables	1,070	579
Total accounts receivable, net	$ 16,890	$ 17,227

INCOME TAXES - Loss From Continuing Operations Before Tax (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
United States	$ (58,068)	$ (235,215)
Foreign	(6,958)	(56,643)
Loss before tax	$ (65,026)	$ (291,858)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(11))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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-Publisher FASB
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org//1943274/2147481913/940-20-25-1

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

LEASES

12 Months Ended

Dec. 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 property, plant and 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 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.

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 assets 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. Refer to Note 9 - Debt for further discussion.

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


		December 31,
	Balance Sheet Classification	2023		2022
Lease assets
Operating lease assets	Operating lease right-of-use assets	$	54,494	$	65,265
Finance lease assets	Property, plant and equipment, net	9,315		2,005
Total lease assets		$	63,809	$	67,270

Lease liabilities
Current:
Operating leases	Current portion of operating lease liabilities	$	8,336	$	9,099
Finance leases	Current portion of finance lease liabilities	954		704
Noncurrent:
Operating leases	Long-term operating lease liabilities	47,506		56,299
Finance leases	Long-term finance lease liabilities	8,734		1,200
Total lease liabilities		$	65,530	$	67,302

Total lease costs and sublease income were as follows:


		Years ended December 31,
	Classification	2023		2022
Operating lease costs	Selling, general and administrative(1)	$	12,371	$	11,484
Finance lease costs:
Amortization of lease assets	Selling, general and administrative	1,047		285
Amortization of lease assets	Cost of goods sold	328		327
Interest on lease liabilities	Interest expense	519		61
Sublease income	Selling, general and administrative	(1,722)		(1,533)

(1) Operating lease costs are primarily recorded in SG&A.

In addition to the operating lease costs above, short-term and month-to-month lease expense was $182 and $341 for the years ended December 31, 2023, and 2022, respectively, and other costs associated with operating leases were $3,132 and $2,573, respectively, for non-lease components such as common area maintenance and other miscellaneous items. These costs were included primarily within SG&A in the consolidated statements of operations.

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


Year ending December 31,	Operating		Finance
2024	$	10,442	$	1,442
2025	10,368		1,305
2026	9,212		852
2027	8,993		855
2028	8,432		806
Thereafter	16,989		8,039
Total lease payments	64,436		13,299
Less portion representing interest	8,594		3,611
Total principal	55,842		9,688
Less current portion	8,336		954
Long-term portion	$	47,506	$	8,734

The following table summarizes the weighted-average remaining lease term as well as the weighted average discount rate as of December 31, 2023, and 2022:


	December 31,
	2023		2022
Weighted-average remaining lease term in years:
Operating leases	6.7		7.1
Finance leases	12.5		3.1

Weighted-average discount rate:
Operating leases	4.20	%	4.00	%
Finance leases	5.25	%	3.63	%

Cash paid for amounts included in lease liabilities for the years ended December 31, 2023, and 2022, were:


	Years ended December 31,
Cash paid for amounts included in lease liabilities:	2023		2022
Operating cash flows from operating leases	$	(12,121)	$	(9,035)
Operating cash flows from finance leases	(516)		(61)
Financing cash flows from finance leases	(1,007)		(757)

LEASES

The Company has operating subleases which have been accounted for by reference to the underlying asset subject to the lease, primarily as an offset to rent expense within SG&A.

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


		December 31,
	Balance Sheet Classification	2023		2022
Lease assets
Operating lease assets	Operating lease right-of-use assets	$	54,494	$	65,265
Finance lease assets	Property, plant and equipment, net	9,315		2,005
Total lease assets		$	63,809	$	67,270

Lease liabilities
Current:
Operating leases	Current portion of operating lease liabilities	$	8,336	$	9,099
Finance leases	Current portion of finance lease liabilities	954		704
Noncurrent:
Operating leases	Long-term operating lease liabilities	47,506		56,299
Finance leases	Long-term finance lease liabilities	8,734		1,200
Total lease liabilities		$	65,530	$	67,302

Total lease costs and sublease income were as follows:


		Years ended December 31,
	Classification	2023		2022
Operating lease costs	Selling, general and administrative(1)	$	12,371	$	11,484
Finance lease costs:
Amortization of lease assets	Selling, general and administrative	1,047		285
Amortization of lease assets	Cost of goods sold	328		327
Interest on lease liabilities	Interest expense	519		61
Sublease income	Selling, general and administrative	(1,722)		(1,533)

(1) Operating lease costs are primarily recorded in SG&A.

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


Year ending December 31,	Operating		Finance
2024	$	10,442	$	1,442
2025	10,368		1,305
2026	9,212		852
2027	8,993		855
2028	8,432		806
Thereafter	16,989		8,039
Total lease payments	64,436		13,299
Less portion representing interest	8,594		3,611
Total principal	55,842		9,688
Less current portion	8,336		954
Long-term portion	$	47,506	$	8,734

The following table summarizes the weighted-average remaining lease term as well as the weighted average discount rate as of December 31, 2023, and 2022:


	December 31,
	2023		2022
Weighted-average remaining lease term in years:
Operating leases	6.7		7.1
Finance leases	12.5		3.1

Weighted-average discount rate:
Operating leases	4.20	%	4.00	%
Finance leases	5.25	%	3.63	%

Cash paid for amounts included in lease liabilities for the years ended December 31, 2023, and 2022, were:


	Years ended December 31,
Cash paid for amounts included in lease liabilities:	2023		2022
Operating cash flows from operating leases	$	(12,121)	$	(9,035)
Operating cash flows from finance leases	(516)		(61)
Financing cash flows from finance leases	(1,007)		(757)

STOCKHOLDERS’ EQUITY - Narrative (Details)	Dec. 31, 2023 vote shares	Dec. 31, 2022 $ / shares shares	Jul. 19, 2021 shares
Class of Warrant or Right [Line Items]
Common stock, shares outstanding (in shares)	45,789,890	45,197,249
Common stock, shares authorized (in shares)	300,000,000	300,000,000
Exercise price (in dollars per share) \| $ / shares		$ 11.30
Common Stock
Class of Warrant or Right [Line Items]
Number of votes per common share \| vote	1
Investor Warrants
Class of Warrant or Right [Line Items]
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

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of consolidation and presentation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and the requirements of the U.S. Securities and Exchange Commission ("SEC") for year end financial reporting. 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 the consolidated balance sheet as of December 31, 2022, to conform to the current period presentation. The Company reclassified the balance of $145 as of December 31, 2022, previously reported in "Loss on debt extinguishment or modification" into "Other income, net", on the consolidated statement of operations for the year ended December 31, 2022, to conform to the current period presentation. All intercompany balances and transactions have been eliminated in consolidation.

Use of estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Significant estimates include provisions for sales returns, rebates and claims from customers, realization of accounts receivable and inventories, fair value of assets acquired and liabilities assumed for business combinations, valuation of intangible assets, estimated useful lives of long-lived assets, incremental borrowing rate applied in lease accounting, valuation of stock-based compensation, recognition of deferred income taxes, classification of debt pursuant to certain terms in our credit agreements, recognition of liabilities related to commitments and contingencies, asset retirement obligations, 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.

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.

Restructuring

The Company began a restructuring plan (the "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 first phase of the Restructuring Plan included (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 entailed 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.

Concentrations of business and credit risk

The Company maintains cash balances at certain financial institutions that can, at times, exceed amounts insured by the Federal Deposit Insurance Corporation ("FDIC"). The Company has not experienced any losses in these accounts and believes it is not exposed to any significant credit risk in this area.

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. Refer to Note 14 – Fair Value Measurements, for further discussion of the contingent consideration.

Foreign currency matters

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

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

Cash, cash equivalents and restricted cash

Cash includes funds deposited in banks. Cash equivalents include highly liquid investments such as term deposits and money market instruments with original maturities of three months or less.

Accounts receivable, net

Trade accounts receivable represents amounts due from customers. Other receivables represent other current non-trade receivables. Allowance for doubtful accounts reflects the Company’s estimate of amounts in its existing accounts receivable that may not be collected due to customer claims or customer inability or unwillingness to pay. The allowance is estimated based on a combination of factors, including, but not limited to the age of the account, the credit worthiness of the customer, payment terms, the customer’s historical payment history and general economic conditions. Management reviews these factors quarterly to determine if any adjustments are needed to the allowance for doubtful accounts. Accounts receivable are written off when the receivables are deemed uncollectible. Subsequent collections are recorded in SG&A on the consolidated statement of operations when they are received.

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 years ended December 31, 2023, and 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 raw materials and products and brands being removed from the Company's portfolio.

Leases

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

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

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

Property, plant and equipment

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

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


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

The useful lives of property, plant and equipment recorded under finance leases are further limited to the term of lease.

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

Intangible assets and goodwill

Definite-lived intangible assets are amortized using the straight-line method over their estimated useful lives. The Company has one trade name that is considered to have an indefinite useful life. Intangible assets are also tested for impairment at least annually and when events or changes in circumstances indicate that, more-likely-than-not, the carrying amount may not be recoverable. Significant judgment is required in estimating fair values and performing goodwill and intangible asset impairment tests.

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

Goodwill impairment reviews include performing either an initial qualitative or quantitative evaluation for each of the reporting units. Several methods may be used to estimate a reporting unit’s fair value, including market quotations, asset and liability fair values and other valuation techniques. If the carrying amount of a reporting unit, including goodwill, exceeds the estimated fair value, then the excess is charged to earnings as an impairment loss.

Note Receivable 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 year ended December 31, 2022, in Impairments on the 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 first quarter of 2023, the Company agreed to forgive the note

receivable in exchange for interest in a third-party equity investment. The investment is recorded at an estimated cost basis of $531, inclusive of capitalized transaction costs, which is reported within Other assets on the consolidated balance sheet.

Revenue recognition

ASC 606 - Revenue from Contracts with Customers 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 $9,523 and $13,180 in the years ended December 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 on the consolidated balance sheets, totaled $3,231 and $3,654 as of December 31, 2023, and 2022, respectively. There are no significant financing components and the majority of revenue is recognized within one year. Excluded from revenue are any taxes assessed by governmental authorities, including value-added and other sales-related taxes that are imposed on and concurrent with revenue-generating activities.

Warrants issued in connection with financings

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

Stock-based compensation

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

Service-based awards

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

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

The fair value of option-based awards is estimated using the Black-Scholes valuation model. The Black-Scholes model requires the use of highly subjective and complex assumptions. For inputs into the Black-Scholes model, the expected volatility is based on historical implied volatility from recent stock option transactions at the time of grant. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury implied yield at the date of grant. The Company has elected to use the "simplified method" to determine the expected term which is the midpoint between the vesting date and the end of the

contractual term because it has insufficient history upon which to base an assumption about the term. The expected dividend yield is 0.0% as the Company has not paid and does not anticipate paying dividends on its common stock.

Performance-based awards

The Company has granted performance stock unit ("PSU") awards that vest upon the satisfaction of both service-based and performance-based conditions. The service-based condition for these awards generally is satisfied over one year. The performance-based conditions generally are satisfied upon achieving specified performance targets. The Company records stock-based compensation expense for performance-based equity awards on a straight-line basis over the requisite service period and only if performance-based conditions are considered probable to be satisfied.

Market-based awards

The Company has granted RSUs that vest only upon the satisfaction of both performance-based and market-based conditions. The performance-based conditions are satisfied upon achieving specified performance targets, such as the occurrence of a qualifying event, as described above for performance-based awards. The market-based condition is satisfied upon the Company’s achievement of a qualifying traded share price within the specified time frame. The Company records stock-based compensation expense once the performance condition is satisfied regardless of whether the market condition is eventually met. For one award granted in 2020, the market condition was factored into its fair value and the Company used a "Monte Carlo Simulation Method" ("MCSM") to estimate the fair value of the award. The MCSM assessed the likelihood of vesting of the RSU grants based on the probability of both a triggering event and qualifying traded share price within the specified time frame. For the years ended December 31, 2023, and 2022, there were no performance awards with market-based conditions granted.

Employee benefit plan

The Company has a savings retirement plan that covers substantially all full-time employees who meet the plan’s eligibility requirements and provides for an employee elective contribution. The Company made matching contributions to the plan and incurred expense of $261 and $280 for the years ended December 31, 2023, and 2022, respectively.

Income taxes

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

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

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

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

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

Recently issued accounting pronouncements

In November 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07), which requires an enhanced disclosure of significant segment expenses on an annual and interim basis. This ASU will be effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company is currently evaluating the impact of this ASU on its consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires greater disaggregation of information in the effective tax rate reconciliation, income taxes paid disaggregated by jurisdiction, and certain other amendments related to income tax disclosures. This guidance will be effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of this ASU on its 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 does not expect that the outcome of any matters, individually or in the aggregate, would have a material adverse effect on the consolidated financial position, results of operations, cash flows or future earnings of the Company.

ACCOUNTS RECEIVABLE, NET AND INVENTORIES - Inventories (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Receivables [Abstract]
Finished goods	$ 58,346	$ 83,134
Work-in-process	3,891	5,403
Raw materials	23,256	38,558
Allowance for inventory obsolescence	(10,139)	(15,697)
Total inventories	$ 75,354	$ 111,398

FAIR VALUE MEASUREMENTS (Tables)

12 Months Ended

Dec. 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:


		December 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	30,312	30,312	21,291	21,291

Liabilities
Finance leases	Level 3	9,688	9,688	1,904	1,904
Term Loan	Level 2	122,500	98,000	123,750	105,188

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Current AROs	$ 759	$ 262
Noncurrent AROs	$ 4,457	$ 4,370
Building and improvements \| Minimum
Property, Plant and Equipment [Line Items]
Useful lives	10 years
Building and improvements \| Maximum
Property, Plant and Equipment [Line Items]
Useful lives	40 years
Machinery and equipment \| Minimum
Property, Plant and Equipment [Line Items]
Useful lives	5 years
Machinery and equipment \| Maximum
Property, Plant and Equipment [Line Items]
Useful lives	15 years
Computer equipment \| Minimum
Property, Plant and Equipment [Line Items]
Useful lives	3 years
Computer equipment \| Maximum
Property, Plant and Equipment [Line Items]
Useful lives	4 years
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Useful lives	5 years

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Basis of Consolidation and Presentation Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Extinguishment of Debt [Line Items]
Current portion of finance lease liabilities	$ 954	$ 704
Current portion of long-term debt	(2,989)	(1,307)
Long-term finance lease liabilities	8,734	1,200
Long-term debt	(115,412)	(117,461)
Loss on debt extinguishment		(145)
Other income, net	$ 118	696
Revision of Prior Period, Reclassification, Adjustment
Extinguishment of Debt [Line Items]
Current portion of finance lease liabilities		704
Current portion of long-term debt		704
Long-term finance lease liabilities		1,200
Long-term debt		1,200
Loss on debt extinguishment		145
Other income, net		$ 145

STOCK-BASED COMPENSATION - Narrative (Details)	1 Months Ended		3 Months Ended		12 Months Ended
STOCK-BASED COMPENSATION - Narrative (Details)	Jul. 31, 2021 shares	Nov. 30, 2020 USD ($) shares	Sep. 30, 2023 tranche	Mar. 31, 2023 tranche	Dec. 31, 2023 USD ($) plan shares	Dec. 31, 2022 USD ($) $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of equity plans maintained \| plan					3
Compensation expense \| $		$ 3,180,000
Payment, tax withholding, share-based payment arrangement \| $					$ 271,000	$ 2,470,000
Intrinsic value of options exercised \| $						$ 82,000
Granted (in shares)					0
Granted (in dollars per share) \| $ / shares						$ 12.95
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense \| $					$ 273,000	$ 361,000
Cost not yet recognized, amount \| $					$ 113,000
Cost not yet recognized, period for recognition					1 year
Vesting period					10 years
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting tranches \| tranche			3	2
Compensation expense \| $					$ 4,502,000	$ 7,638,000
Shares withheld for payroll taxes related to vesting of restricted stock units (in shares)					203,756
Shares issued for share based compensation arrangements (in shares)					779,412
Payment, tax withholding, share-based payment arrangement \| $					$ 256,000
Vested (in shares)	148,315				779,412
Unvested (in shares)					1,242,210	992,633
Granted (in shares)					1,091,726
Vested in period, fair value \| $					$ 948,000	$ 8,397,000
Cost not yet recognized, amount \| $					$ 2,021,000
Cost not yet recognized, period for recognition					1 year 1 month 2 days
Deferred (in shares)					6,357
Vesting period				1 year
Restricted stock units with performance based vesting conditions on a qualifying liquidity event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unvested (in shares)	111,236
PSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense \| $					$ 300,000	$ 355,000
Shares withheld for payroll taxes related to vesting of restricted stock units (in shares)					8,909
Shares issued for share based compensation arrangements (in shares)					25,894
Payment, tax withholding, share-based payment arrangement \| $					$ 15,000
Vested (in shares)					25,894
Unvested (in shares)					921,182	96,246
Granted (in shares)					1,141,543
Vested in period, fair value \| $					$ 44,000
Cost not yet recognized, amount \| $					$ 72,000
Cost not yet recognized, period for recognition					1 year
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)					1,400,453
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			1 year

INCOME TAXES - Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets
Lease liabilities	$ 16,646	$ 17,079
Accrued expenses	2,022	1,453
Share-based compensation	177	865
Intangible assets	1,422	2,110
Net operating loss	38,729	31,425
Inventories	5,437	6,346
Interest expense	9,466	4,183
Other	1,543	1,130
Deferred tax assets	75,442	64,591
Valuation allowance	(55,742)	(39,293)
Total deferred tax assets	19,700	25,298
Deferred tax liabilities
Property, plant and equipment	(8,618)	(10,216)
Operating lease right-of-use assets	(14,063)	(17,767)
Other	(37)	0
Total deferred tax liabilities	(22,718)	(27,983)
Net deferred tax liability	(3,018)	(2,685)
Other long-term assets - deferred tax assets	214	0
Deferred tax liabilities	(3,232)	(2,685)
Net deferred tax liability	$ 3,018	$ 2,685

PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Gross property, plant, and equipment	$ 68,749	$ 66,055
Less: accumulated depreciation	(21,389)	(14,920)
Total property, plant and equipment, net	47,360	51,135
Machinery and equipment
Property, Plant and Equipment [Line Items]
Gross property, plant, and equipment	27,417	27,832
Peat bogs and related development
Property, Plant and Equipment [Line Items]
Gross property, plant, and equipment	12,256	10,761
Building and improvements
Property, Plant and Equipment [Line Items]
Gross property, plant, and equipment	10,132	9,920
Land
Property, Plant and Equipment [Line Items]
Gross property, plant, and equipment	6,114	6,107
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Gross property, plant, and equipment	4,360	3,921
Computer equipment
Property, Plant and Equipment [Line Items]
Gross property, plant, and equipment	3,301	3,337
Leasehold improvements
Property, Plant and Equipment [Line Items]
Gross property, plant, and equipment	$ 5,169	$ 4,177

LOSS PER COMMON SHARE

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

LOSS PER COMMON SHARE

Basic loss per common share is computed using net 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 loss per common share represents net 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 loss per common share 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 loss per common share as of the beginning of the period, or as of the grant date of the share-based payment, if later.

The following table presents basic and diluted loss per common share for the years ended December 31, 2023, and 2022:


	Years ended December 31,
	2023		2022
Net loss	$	(64,813)	$	(285,415)
Weighted-average shares of common stock outstanding	45,508,363		44,974,856
Dilutive effect of warrants and share based compensation awards using the treasury stock method	—		—
Diluted weighted-average shares of common stock outstanding	45,508,363		44,974,856
Basic loss per common share	$	(1.42)	$	(6.35)
Diluted loss per common share	$	(1.42)	$	(6.35)


	Years ended December 31,
	2023	2022
Shares subject to warrants outstanding	—	17,669
Shares subject to unvested performance and restricted stock units	2,163,392	1,088,879
Shares subject to stock options outstanding	571,359	670,026

INCOME TAXES

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

INCOME TAXES

Loss before tax was as follows:


	Years ended December 31,
	2023		2022
United States	$	(58,068)	$	(235,215)
Foreign	(6,958)		(56,643)
Loss before tax	$	(65,026)	$	(291,858)

Significant components of income tax benefit consist of the following:


	Years ended December 31,
	2023		2022
Current:
Federal	$	—	$	—
State	167		100
Foreign	(382)		2,767
Total current expense	(215)		2,867

Deferred:
Federal	111		(8,689)
State	—		(2,980)
Foreign	(109)		2,359
Total deferred expense (benefit)	2		(9,310)
Total income tax benefit	$	(213)	$	(6,443)

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


	Years ended December 31,
	2023		2022
Effective rate reconciliation
U.S. federal tax benefit at statutory rate	$	(13,656)	$	(61,290)
State income taxes, net	132		422
Permanent items	120		3,785
Goodwill impairment	—		23,170
Foreign rate differential	(3,988)		(443)
162(m) officers compensation	17		1,010
Share-based compensation	680		26
Deferred adjustments	1,035		770
Other, net	(1,320)		2,410
Valuation allowance	16,767		23,697
Total income tax benefit	$	(213)	$	(6,443)

Deferred income tax assets and liabilities consist of the following:


	December 31,
	2023		2022
Deferred tax assets
Lease liabilities	$	16,646	$	17,079
Accrued expenses	2,022		1,453
Share-based compensation	177		865
Intangible assets	1,422		2,110
Net operating loss	38,729		31,425
Inventories	5,437		6,346
Interest expense	9,466		4,183
Other	1,543		1,130
Deferred tax assets	75,442		64,591
Valuation allowance	(55,742)		(39,293)
Total deferred tax assets	19,700		25,298

Deferred tax liabilities
Property, plant and equipment	(8,618)		(10,216)
Operating lease right-of-use assets	(14,063)		(17,767)
Other	(37)		—
Total deferred tax liabilities	(22,718)		(27,983)
Net deferred tax liability	$	(3,018)	$	(2,685)

Other long-term assets - deferred tax assets	$	214	$	—
Long-term deferred tax liabilities	(3,232)		(2,685)
Net deferred tax liability	$	(3,018)	$	(2,685)

As of December 31, 2023, the Company had federal and state net operating loss ("NOL") carryforwards of approximately $153,300 and $113,100, respectively. The federal and state NOL carryforwards, if not utilized, will begin to expire in 2037 and 2027, respectively, and $140,000 of the federal losses are indefinite. As of December 31, 2022, the Company had federal and state NOL carryforwards of approximately $107,100 and $80,800, respectively. Foreign NOL carryforwards were approximately $8,900 at December 31, 2023. The foreign NOLs, if not utilized, will begin to expire in 2040.

The Company determined the amount of its valuation allowance based on estimates regarding the timing and amount of the reversal of taxable temporary differences, expected future taxable income by jurisdiction, and the impact of tax planning strategies. As of December 31, 2023, and 2022, the Company believes it is more-likely-than-not that it will not be able to realize its U.S. deferred tax assets and therefore has maintained a full valuation allowance against its U.S. deferred tax assets. The Company has also provided valuation allowances against certain foreign deferred tax assets.

Carryforwards of NOLs are subject to possible limitation should a change in ownership occur, as defined by Internal Revenue Code Section 382. An ownership change is generally defined as a greater than 50% increase in equity ownership by 5% stockholders in any three-year period. The Company experienced an aggregate ownership change which exceeded the 50% threshold in connection with the Company's IPO, and future changes in stock ownership may occur. To the extent that the Company earns net taxable income, the Company's ability to use NOLs to offset such taxable income may be subject to limitations. The annual limitation resulting from the IPO ownership change is not expected to result in the expiration of the NOL carry forwards before utilization.

In 2023 and 2022, the Company did not record any liabilities related to uncertain tax positions. The Company does not have any tax positions for which it is reasonably possible that the total amount of gross unrecognized tax benefits will significantly change within 12 months of December 31, 2023. The Company recognizes interest and penalties relating to unrecognized tax benefits as part of its income tax expense. The Company’s major filing jurisdictions are the United States and Canada. Due to the Company’s net operating loss carryforwards, the Company’s income tax returns remain subject to examination by federal, foreign and most state taxing authorities for all tax years.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

FAIR VALUE MEASUREMENTS

12 Months Ended

Dec. 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 Innovations 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 fiscal year 2022, and it was paid in April 2022. The change in the fair value of contingent consideration for the Aurora Innovations acquisition was a benefit of $1,560, during the six months ended June 30, 2022, and was recognized in SG&A on the consolidated statements of operations during that period. The value of the contingent consideration was $15,274 as of June 30, 2022, and was subsequently paid in July 2022. As of December 31, 2023, and 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 year ended December 31, 2022, as determined based on unobservable Level 3 inputs. Refer to Note 3 – Goodwill and Intangible Assets, Net, for further discussion.

The Company's note receivable, as described in Note 2 – Basis of Presentation and Significant Accounting Policies, was measured at fair value on a nonrecurring basis. During the year ended December 31, 2022, the Company measured an impairment on the note receivable based on the estimated fair value of the collateral, which was considered a Level 3 fair value measurement. The 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 year ended December 31, 2022, recognized in Impairments on the consolidated statements of operations. The carrying value of the note receivable was $475 as of December 31, 2022, and 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:


		December 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	30,312	30,312	21,291	21,291

Liabilities
Finance leases	Level 3	9,688	9,688	1,904	1,904
Term Loan	Level 2	122,500	98,000	123,750	105,188

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

The estimated fair value of finance leases approximated their 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. Finance leases primarily relate to the Sale-Leaseback transaction that was entered into in the first quarter of 2023. 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 debt discount and deferred financing costs. 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

DEBT - Future Principal Payments (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Debt Disclosure [Abstract]
2024	$ 2,989
2025	1,269
2026	1,270
2027	1,270
2028	115,862
Total debt	$ 122,660

STOCK-BASED COMPENSATION - Stock Option Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Number
Balance, outstanding, beginning (in shares)	670,026
Granted (in shares)	0
Cancelled (in shares)	(91,443)
Forfeited (in shares)	(7,224)
Balance, outstanding, ending (in shares)	571,359	670,026
Exercisable (in shares)	554,685
Vested and expected to vest (in shares)	571,359
Weighted average exercise price
Balance, outstanding, beginning (in dollars per share)	$ 9.50
Cancelled (in dollars per share)	9.44
Forfeited (in dollars per share)	12.28
Balance, outstanding, ending (in dollars per share)	9.47	$ 9.50
Exercisable (in dollars per share)	9.16
Vested and expected to vest (in dollars per share)	9.47
Weighted average grant date fair value
Balance, outstanding, beginning (in dollars per share)	2.05
Granted (in dollars per share)		12.95
Cancelled (in dollars per share)	2.19
Forfeited (in dollars per share)	7.69
Balance, outstanding, ending (in dollars per share)	2.01	$ 2.05
Exercisable (in dollars per share)	1.71
Vested and expected to vest (in dollars per share)	$ 2.01
Weighted average remaining contractual term (years)
Outstanding, term	3 years 8 months 8 days	5 years 3 months
Exercisable, term	3 years 7 months 2 days
Vested and expected to vest, term	3 years 8 months 8 days

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Entity-wide Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Segment Reporting Information [Line Items]
Net sales	$ 226,581	$ 344,501
Property, plant and equipment, net and operating lease right-of-use assets	101,854	116,400
Operating segments \| United States
Segment Reporting Information [Line Items]
Net sales	179,844	280,464
Property, plant and equipment, net and operating lease right-of-use assets	68,270	80,380
Operating segments \| Canada
Segment Reporting Information [Line Items]
Net sales	49,668	68,153
Property, plant and equipment, net and operating lease right-of-use assets	33,584	36,020
Intersegment eliminations
Segment Reporting Information [Line Items]
Net sales	$ (2,931)	$ (4,116)

- Definition

+ References

+ Details

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of consolidation and presentation

Use of estimates

Business combinations

During 2022, the Company finalized the determination of its allocation of the purchase price relating to certain acquisitions, and obtained third-party valuation reports of certain tangible and identifiable intangible assets to support its evaluation. Goodwill arose on the acquisitions because the consideration paid effectively included amounts in relation to the benefit of expected synergies, revenue growth, future market development and the assembled workforce. These benefits are not recognized separately from goodwill and they do not meet the recognition criteria for identifiable intangible assets.

During 2022, the Company evaluated and adjusted the useful lives of certain intangible assets associated with entities that were acquired during 2021. In addition, the Company determined that the preliminary allocation of assets acquired related to indefinite lived trade names have a finite useful life because the expected usefulness of the trade names is limited. As a result of these adjustments to the provisional amounts, the Company recorded $5,894 of additional amortization expense during 2022, which related to amortization expense that would have been recorded in the previous reporting period from the acquisition date through December 31, 2021. The intangible assets were assigned estimated useful lives as follows: (i) customer relationships: 7 to 12 years, (ii) technology, formulations and recipes: 8 to 12 years, (iii) computer software: 3 years, and (iv) trade names and trademarks: 15 to 20 years.

Pursuant to the Heavy 16 purchase agreement, the Company was required to pay up to an additional $2,500 of contingent consideration based on $200 for each $1,000 above a $21,000 threshold for net sales in calendar year 2021. As a result, the Company recorded a liability for contingent consideration at its estimated fair value of $344 as of the acquisition date in the consolidated balance sheets. The contingent consideration was estimated using a Black-Scholes valuation model, which utilized Level 3 inputs as defined in the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 820 - Fair Value Measurements. The key assumptions in applying the valuation model were as follows: a 10% required revenue metric risk premium and 0.33% discount periods. The contingent consideration was divided into thirteen standalone option calculations and utilized the same expected value of revenue which was calculated by discounting forecasted sales, by the revenue return metric, and adding year-to-date net sales. The contingent consideration was remeasured to fair value at each reporting date until the contingency was resolved with changes in fair value being recognized within "Selling, general and administrative expenses" ("SG&A") in the consolidated statements of operations. As of December 31, 2021, contingent consideration of $200 was calculated utilizing actual net sales for the full year ended December 31, 2021. The change in the fair value of the contingent consideration of $144 during the year ended December 31, 2021, was recognized as a benefit in SG&A on the consolidated statement of operations during the period. There were no changes to the fair value of contingent consideration in 2022, and the balance was paid in April 2022.

Pursuant to the Aurora purchase agreement, the Company was required to pay a maximum contingent consideration equal to $70,997. To the extent 2021 earnings before interest, taxes, depreciation, and amortization ("EBITDA") of Aurora

exceeded $15,556, the excess was multiplied by eleven to determine contingent consideration. As a result, the Company recorded a liability for contingent consideration at its estimated fair value of $19,300 as of the acquisition date in the consolidated balance sheets. The contingent consideration was estimated using the discounted cash flow method, which estimated the incremental EBITDA based on the Company's forecasted 2021 EBITDA of Aurora as of the acquisition date, discounted to a present value as of the acquisition date using a discount rate of 15%. That measure was based on significant inputs that are not observable in the market, which utilized Level 3 inputs as defined in ASC 820 - Fair Value Measurements. The contingent consideration was remeasured to fair value at each reporting date until resolution with changes in fair value recognized within SG&A in the consolidated statements of operations. As of December 31, 2021, the contingent consideration of $16,834 was calculated utilizing actual 2021 EBITDA for the full year ended December 31, 2021. The change in the fair value of the contingent consideration of $2,466 during the year ended December 31, 2021, was recognized as a benefit in SG&A on the consolidated statement of operations during the period. During 2022, the Company recognized an additional $1,560 benefit to SG&A as the contingent consideration was revalued to $15,274, and paid in July 2022 using available cash on hand.

Restructuring

During the year ended December 31, 2022, the Company recorded pre-tax charges of $6,790 relating to the inventory markdowns of products and brands being removed from our portfolio, which is primarily non-cash, and $897 relating primarily to the relocation and termination of certain facilities in Canada, which are primarily cash charges. During the year ended December 31, 2023, we recorded a pre-tax restructuring charges of $2,084 for the first phase of the Restructuring Plan, which were primarily costs related to the relocation and termination of certain facilities in Canada. The restructuring charges are primarily recorded within Cost of goods sold on the consolidated statements of operations. Total costs incurred relating to this first phase of the Restructuring Plan since it commenced in the fourth quarter of 2022, are (i) $6,398 relating primarily to inventory markdowns, and (ii) $3,373 relating primarily to the relocation and termination of certain facilities in Canada.

As a result of the continued adverse market conditions, the Company implemented a second phase of the Restructuring Plan beginning in the third quarter of 2023, including U.S. manufacturing facility consolidations, in particular with respect to production of certain durable equipment products. The Company is reducing facility space and consolidating manufacturing operations to improve efficiency and reduce costs. During the year ended December 31, 2023, the Company recorded pre-tax restructuring charges of $9,185 for the second phase, relating primarily to non-cash raw material inventory write-downs as Company liquidates these assets and reduces storage space within certain manufacturing facilities. These restructuring charges are recorded primarily within Cost of goods sold on the consolidated statements of operations, and are subject to significant estimate.

Including both phases of the Restructuring Plan, the Company recorded $10,664 of total restructuring charges within Cost of goods sold on the consolidated statements of operations for the year ended December 31, 2023. The Company recorded total charges for both phases of the Restructuring Plan of $605 within SG&A expenses on the consolidated statements of operations for the year ended December 31, 2023. Of the $11,269 of total restructuring charges recorded for the year ended December 31, 2023, $9,703 were non-cash charges primarily related to inventory write-downs and asset dispositions.


	Year Ended December 31, 2023
	Phase 1		Phase 2
Restructuring Accruals as of January 1, 2023	$	696	$	—
Expense	1,247		272
Cash Payments	(1,943)		(85)
Restructuring Accruals as of December 31, 2023	$	—	$	187

Refer to Item 7. Management’s Discussion And Analysis Of Financial Condition And Results of Operations – Market Conditions for further explanation of the Restructuring Plan and estimates of additional costs that may be incurred. The amounts the Company will ultimately realize or disburse could differ from these estimates.

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 consolidated financial statements and footnotes with entity-wide disclosures presented below.

Entity-wide information


	Years ended December 31,
	2023		2022
United States	$	179,844	$	280,464
Canada	49,668		68,153
Intersegment eliminations	(2,931)		(4,116)
Total consolidated net sales	$	226,581	$	344,501


	Years ended December 31,
	2023		2022
United States	$	68,270	$	80,380
Canada	33,584		36,020
Total property, plant and equipment, net and operating lease right-of-use assets	$	101,854	$	116,400

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

Concentrations of business and credit risk

Accounts receivable expose the Company to credit risks such as collectability and business risks such as customer concentrations. Exposure to losses on receivables is dependent on each customer’s financial condition. Receivables arising from sales are not collateralized; however, credit risk is somewhat mitigated as a result of the large diverse customer base. No customer accounted for more than 10% of revenues in 2023, or 2022. No customer accounted for more than 10% of accounts receivable as of December 31, 2023, or December 31, 2022. One supplier accounted for more than 10% of purchases in 2023 and 2022.

Fair value measurements

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

Level 3 — Valuation techniques with significant unobservable market inputs.

Foreign currency matters

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

Cash, cash equivalents and restricted cash

Cash includes funds deposited in banks. Cash equivalents include highly liquid investments such as term deposits and money market instruments with original maturities of three months or less. As of December 31, 2023, and 2022, there were no amounts classified as restricted cash, as all previous restrictions lapsed during the year ended December 31, 2022.

Accounts receivable, net

Inventories

Leases

Property, plant and equipment

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


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

The useful lives of property, plant and equipment recorded under finance leases are further limited to the term of lease.

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

The Company operates peat bogs in Alberta Canada. Under current provincial laws the Company is subject to certain asset retirement obligations ("AROs") and the remediation of the peat bog sites are under provincial oversight. The Company periodically evaluates expected remediation costs associated with the peat bog sites that it operates. Where the Company concludes that it is probable that a liability has been incurred, a provision is made for management's estimate of the liability. As of December 31, 2023, and 2022, the Company has AROs of $759 and $262, respectively, recorded in Accrued expenses and other current liabilities on the consolidated balance sheet. As of December 31, 2023, and 2022, the Company has AROs of $4,457 and $4,370, respectively, recorded in Other long-term liabilities on the consolidated balance sheet. The ARO changes related to the various components of accretion, and additional obligations incurred during 2023 and 2022 were not significant.

Intangible assets and goodwill

Note Receivable and Investment

Revenue recognition

The Company follows ASC 606 - Revenue from Contracts with Customers 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.

Warrants issued in connection with financings

Stock-based compensation

Service-based awards

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

Performance-based awards

Market-based awards

Employee benefit plan

Income taxes

Recently issued accounting pronouncements

GOODWILL AND INTANGIBLE ASSETS, NET - Future Amortization Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
2024	$ 24,396
2025	24,289
2026	24,053
2027	23,820
2028	23,185
Thereafter	153,337
Total	$ 273,080	$ 297,565

DEBT (Tables)

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Schedule of Debt

Debt is comprised of the following:


	December 31,
	2023		2022
Term Loan - net of unamortized discount and deferred financing costs of $4,259 and $5,142 as of December 31, 2023, and December 31, 2022, respectively	$	118,241	$	118,608
Other	160		160
Total debt	$	118,401	$	118,768

Current portion of long-term debt	$	2,989	$	1,307
Long-term debt - net of unamortized discount and deferred financing costs of $4,259 and $5,142 as of December 31, 2023, and December 31, 2022, respectively	115,412		117,461
Total debt	$	118,401	$	118,768

Schedule of Maturities of Long-term Debt

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


	Debt
Year ending December 31,
2024	$	2,989
2025	1,269
2026	1,270
2027	1,270
2028	115,862
Total	$	122,660

LEASES - Income and Costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Lessee, Lease, Description [Line Items]
Operating lease costs	$ 12,371	$ 11,484
Interest on lease liabilities	519	61
Sublease income	(1,722)	(1,533)
Selling, General and Administrative Expenses
Lessee, Lease, Description [Line Items]
Amortization of lease assets	1,047	285
Cost of goods sold
Lessee, Lease, Description [Line Items]
Amortization of lease assets	$ 328	$ 327

STOCK-BASED COMPENSATION

12 Months Ended

Dec. 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 December 31, 2023, a total of 1,400,453 shares were available for grant under the 2020 Plan.

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

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

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

•The Plan Administrator may grant options designated as incentive stock options or nonqualified stock options. Options shall be granted with an exercise price per share not less than 100% of the fair market value of the common stock on the grant date, subject to certain limitations and exceptions as described in the plan agreements. Generally, the maximum term of an option shall be 10 years from the grant date. The Plan Administrator shall establish and set forth

in each instrument that evidences an option the time at which, or the installments in which, the option shall vest and become exercisable.

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

The tax benefits recognized in the consolidated statements of operations for stock-based compensation arrangements for the years ended December 31, 2023, and 2022, were not material to the financial statements.

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 first quarter of 2023, the Company granted RSU awards that are expected to vest with two equal vesting tranches; one tranche vested on October 31, 2023, and the second one is scheduled to vest on October 31, 2024. During the second quarter of 2023, the Company granted RSU awards to members of the Board of Directors that are expected to vest on the one year anniversary of the grant date. During the third quarter of 2023, the Company granted RSU awards that are expected to vest with three equal vesting tranches, annually on the anniversary of the grant date.

The award granted to a former member of the Board (the "former Board member") in July 2020, and modified in November 2020, contained a market-based vesting condition based on the traded value of shares of the Company’s common stock following the Company's initial public offering ("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.


	Number of RSUs	Weighted average grant date fair value
Balance, December 31, 2022	992,633	$	8.57
Granted	1,091,726	$	1.19
Vested	(779,412)	$	6.82
Forfeited	(62,737)	$	11.05
Balance, December 31, 2023	1,242,210	$	3.06

The total vest date fair value of RSUs vested for the years ended December 31, 2023, and 2022, was $948, and $8,397, respectively.

As of December 31, 2023, total unamortized stock-based compensation cost related to unvested RSUs was $2,021 and the weighted-average period over which the compensation is expected to be recognized is 1.09 years. As of December 31, 2023, there were 6,357 RSUs which had vested, but were not yet issued due to the recipients' elections to defer the awards.

The Company recognized $4,502, and $7,638, of total stock-based compensation expense for RSUs for the years ended December 31, 2023, and 2022, respectively. For the year ended December 31, 2023, the Company withheld 203,756, of the 779,412, of common stock issued upon vesting of RSUs to meet employees' payroll tax withholding requirements. The tax

withholding payments of $256 were made in 2023.

Performance Stock Unit ("PSU") Activity

During the year ended December 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 year ended December 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	(290,713)	$	5.15
Balance, December 31, 2023	921,182	$	1.77

During the year ended December 31, 2023, the PSU forfeitures were due to employee terminations and performance conditions that were not satisfied, while PSU vests were from awards granted in prior periods. The Company anticipates that a majority of the PSUs outstanding as of December 31, 2023 will forfeit in 2024 as a result of not meeting certain performance conditions.

As of December 31, 2023, total unamortized stock-based compensation cost related to unvested PSUs was $72 and the weighted-average period over which the compensation is expected to be recognized is less than one-year.

The total vest date fair value of PSUs vested for the year ended December 31, 2023, was $44.

For the years ended December 31, 2023, and 2022, respectively, the Company recognized $300, and $355, of total stock-based compensation expense for PSUs. For the year ended December 31, 2023, the Company withheld 8,909, of the 25,894, of common stock issued upon vesting of PSUs to meet employees' payroll tax withholding requirements. The tax withholding payments of $15 were made in 2023.

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 year ended December 31, 2023. The following table summarizes the stock option activity for the year ended December 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	(91,443)	$	9.44	$	2.19
Forfeited	(7,224)	$	12.28	$	7.69
Outstanding as of December 31, 2023	571,359	$	9.47	$	2.01	3.69
Options exercisable as of December 31, 2023	554,685	$	9.16	$	1.71	3.59
Vested and expected to vest as of December 31, 2023	571,359	$	9.47	$	2.01	3.69

The following table summarizes the unvested stock option activity for the year ended December 31, 2023:



	Number	Weighted average grant date fair value
Unvested as of December 31, 2022	70,587	$	7.02
Vested	(46,689)	$	5.68
Forfeited	(7,224)	$	7.69
Unvested as of December 31, 2023	16,674	$	12.15

There were no stock options granted for the year ended December 31, 2023. The weighted average grant date fair value of stock options granted was $12.95 for the year ended December 31, 2022.

Since stock options represent equity awards of the Company, such awards are fair valued as of the grant date for the purposes of measurement and recognition under U.S. GAAP. To measure the fair value of an option, the Black-Scholes valuation model was utilized. The valuation model requires the input of subjective assumptions. For inputs into the Black-Scholes model, the expected volatility is based on historical implied volatility from recent stock option transactions at the time of grant. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury implied yield at the date of grant. The Company has elected to use the "simplified method" to determine the expected term which is the midpoint between the vesting date and the end of the contractual term because it has insufficient history upon which to base an assumption about the term. The expected dividend yield is 0.0% as the Company has not paid and does not anticipate paying dividends on its common stock. Inputs to the model were as follows for the period indicated:


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

As of December 31, 2023, the total compensation cost related to unvested options not yet recognized was $113 and the weighted-average period over which the compensation is expected to be recognized is less than one-year. For the years ended December 31, 2023, and 2022, respectively, the Company recognized $273 and $361, of total stock-based compensation expense for stock options. The total intrinsic value of options exercised was $82 for the year ended December 31, 2022.

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables)

12 Months Ended

Dec. 31, 2023

Payables and Accruals [Abstract]

Schedule of Accrued Liabilities and Other Current Liabilities

Accrued expenses and other current liabilities comprised the following:


	December 31,
	2023		2022
Accrued compensation and benefits	$	2,096	$	2,522
Interest accrual	1,214		108
Freight, custom and duty accrual	1,040		1,022
Goods in transit accrual	360		1,172
Income tax accrual	—		451
Other accrued liabilities	4,819		7,933
Total accrued expenses and other current liabilities	$	9,529	$	13,208