0001628280-24-046008 | 10-Q | XBRL Viewer | Hydrofarm Holdings Group INC

PROPERTY, PLANT AND EQUIPMENT, NET

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Property, plant and equipment, net comprised the following:


	September 30, 2024		December 31, 2023
Machinery and equipment	$	24,366	$	27,417
Peat bogs and related development	12,614		12,256
Building and improvements	10,268		10,132
Land	5,646		6,114
Furniture and fixtures	4,292		4,360
Computer equipment	3,269		3,301
Leasehold improvements	3,193		5,169
Gross property, plant and equipment	63,648		68,749
Less: accumulated depreciation	(23,878)		(21,389)
Total property, plant and equipment, net	$	39,770	$	47,360

Depreciation, depletion and amortization expense related to property, plant and equipment, net was $1,721 and $5,262 for the three and nine months ended September 30, 2024, respectively. Depreciation, depletion and amortization expense related to property, plant and equipment, net was $1,728 and $5,893 for the three and nine months ended September 30, 2023, respectively.

As of September 30, 2024, Land, Building and improvements, Computer equipment, and Machinery and equipment contain finance leases assets, recorded at cost of $9,847, less accumulated depreciation of $2,379. 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.

In conjunction with the Asset Sale, the Company sold $3,721 of property, plant and equipment, net. Refer to Note 3 – Restructuring and Asset Dispositions for further details.

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. When 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 September 30, 2024, and December 31, 2023, the Company had AROs of $394 and $759, respectively, recorded in Accrued expenses and other current liabilities on the condensed consolidated balance sheets. As of September 30, 2024, and December 31, 2023, the Company had AROs of $4,535 and $4,457, respectively, recorded in Other long-term liabilities on the condensed consolidated balance sheets. The ARO changes related to the various components of accretion, and additional obligations incurred that were not significant.

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

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.


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
United States	$	36,318	$	45,683	$	120,869	$	142,180
Canada	8,339		9,242		34,367		38,826
Intersegment eliminations	(648)		(757)		(2,262)		(1,609)
Total consolidated net sales	$	44,009	$	54,168	$	152,974	$	179,397


	September 30, 2024		December 31, 2023
United States	$	53,525	$	68,270
Canada	31,968		33,584
Total property, plant and equipment, net and operating lease right-of-use assets	$	85,493	$	101,854

Long-lived Assets by Geographic Areas


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
United States	$	36,318	$	45,683	$	120,869	$	142,180
Canada	8,339		9,242		34,367		38,826
Intersegment eliminations	(648)		(757)		(2,262)		(1,609)
Total consolidated net sales	$	44,009	$	54,168	$	152,974	$	179,397


	September 30, 2024		December 31, 2023
United States	$	53,525	$	68,270
Canada	31,968		33,584
Total property, plant and equipment, net and operating lease right-of-use assets	$	85,493	$	101,854

DEBT - Components (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Oct. 25, 2021
Debt Instrument [Line Items]
Long-term debt, gross	$ 119,761
Total debt	116,138	$ 118,401
Current portion of long-term debt	1,318	2,989
Long-term debt - net of unamortized discount and deferred financing costs of $3,623 and $4,259 as of September 30, 2024, and December 31, 2023, respectively	114,820	115,412
Total debt	116,138	118,401
Term loan
Debt Instrument [Line Items]
Long-term debt, gross	119,610	122,500	$ 125,000
Term Loan - Unamortized discount and deferred financing costs	(3,623)	(4,259)
Total debt	115,987	118,241
Other
Debt Instrument [Line Items]
Total debt	$ 151	$ 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/exampleRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 55
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482949/835-30-55-8

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(f))
-Publisher FASB
-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
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69B

Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69C

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69E

Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69F
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69F

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

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

Reference 14: 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 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1D

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1D

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1D

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E

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

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 26: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 27: http://www.xbrl.org/2009/role/commonPracticeRef
-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

+ Details

- Definition

Amount of unamortized debt discount (premium) and debt issuance costs.

+ References + Details

- Definition

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

+ References + Details

STOCK-BASED COMPENSATION - RSU Activity (Details) - RSU	9 Months Ended
STOCK-BASED COMPENSATION - RSU Activity (Details) - RSU	Sep. 30, 2024 $ / shares shares
Number of RSUs
Beginning (in shares) \| shares	1,242,210
Granted (in shares) \| shares	802,315
Vested (in shares) \| shares	(885,334)
Forfeited (in shares) \| shares	(1,008)
Ending (in shares) \| shares	1,158,183
Weighted average grant date fair value
Beginning (in dollars per shares) \| $ / shares	$ 3.06
Granted (in dollars per share) \| $ / shares	0.78
Vested (in dollars per share) \| $ / shares	3.12
Forfeited (in dollars per share) \| $ / shares	24.61
Ending (in dollars shares) \| $ / shares	$ 1.42

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Loss	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2022		45,197,249
Beginning balance at Dec. 31, 2022	$ 349,881	$ 5	$ 783,042	$ (7,235)	$ (425,931)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock for vesting of stock awards (in shares)		665,012
Shares repurchased for withholding tax on stock awards (in shares)		(173,566)
Shares repurchased for withholding tax on stock awards	(234)		(234)
Stock-based compensation expense	4,021		4,021
Net loss	(49,598)				(49,598)
Foreign currency translation gain (loss)	(146)			(146)
Ending balance (in shares) at Sep. 30, 2023		45,688,695
Ending balance at Sep. 30, 2023	303,924	$ 5	786,829	(7,381)	(475,529)
Beginning balance (in shares) at Jun. 30, 2023		45,540,217
Beginning balance at Jun. 30, 2023	324,558	$ 5	785,893	(5,695)	(455,645)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock for vesting of stock awards (in shares)		226,685
Shares repurchased for withholding tax on stock awards (in shares)		(78,207)
Shares repurchased for withholding tax on stock awards	(86)		(86)
Stock-based compensation expense	1,022		1,022
Net loss	(19,884)				(19,884)
Foreign currency translation gain (loss)	(1,686)			(1,686)
Ending balance (in shares) at Sep. 30, 2023		45,688,695
Ending balance at Sep. 30, 2023	$ 303,924	$ 5	786,829	(7,381)	(475,529)
Beginning balance (in shares) at Dec. 31, 2023	45,789,890	45,789,890
Beginning balance at Dec. 31, 2023	$ 290,610	$ 5	787,846	(6,497)	(490,744)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock for vesting of stock awards (in shares)		446,817
Shares repurchased for withholding tax on stock awards (in shares)		(158,385)
Shares repurchased for withholding tax on stock awards	(127)		(127)
Stock-based compensation expense	2,293		2,293
Net loss	(49,204)				(49,204)
Foreign currency translation gain (loss)	$ (590)			(590)
Ending balance (in shares) at Sep. 30, 2024	46,078,322	46,078,322
Ending balance at Sep. 30, 2024	$ 242,982	$ 5	790,012	(7,087)	(539,948)
Beginning balance (in shares) at Jun. 30, 2024		45,980,321
Beginning balance at Jun. 30, 2024	255,009	$ 5	789,373	(7,567)	(526,802)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock for vesting of stock awards (in shares)		149,641
Shares repurchased for withholding tax on stock awards (in shares)		(51,640)
Shares repurchased for withholding tax on stock awards	(29)		(29)
Stock-based compensation expense	668		668
Net loss	(13,146)				(13,146)
Foreign currency translation gain (loss)	$ 480			480
Ending balance (in shares) at Sep. 30, 2024	46,078,322	46,078,322
Ending balance at Sep. 30, 2024	$ 242,982	$ 5	$ 790,012	$ (7,087)	$ (539,948)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 60
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476176/805-60-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 323
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478666/740-323-65-2

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481687/323-10-50-3

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-28

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482765/220-10-50-6

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-3

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480175/815-40-65-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-8

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-4

Reference 17: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479168/946-830-55-10

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479105/946-220-45-7

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(9))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(1)(d))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 23: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483499/205-20-50-7

Reference 34: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-28

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1A

Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1B

Reference 37: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1

+ Details

- Definition

Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(30))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(31))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481372/852-10-55-10

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479168/946-830-55-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-04(19))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.6-05(4))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-2

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(4)(b))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(6))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(7))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481687/323-10-50-3

Reference 13: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-28

Reference 14: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 310
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 4.E)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480418/310-10-S99-2

+ Details

COMMITMENTS AND CONTINGENCIES	9 Months Ended
COMMITMENTS AND CONTINGENCIES	Sep. 30, 2024
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.

DEBT - Term Loans (Details) - USD ($) $ in Thousands		3 Months Ended	9 Months Ended
DEBT - Term Loans (Details) - USD ($) $ in Thousands	Jun. 27, 2023	Sep. 30, 2024	Sep. 30, 2024	May 10, 2024	Dec. 31, 2023	Oct. 25, 2021
Debt Instrument [Line Items]
Long-term debt, gross		$ 119,761	$ 119,761
Current portion of long-term debt		1,318	1,318		$ 2,989
Disposal Group, Disposed of by Sale, Not Discontinued Operations \| Durable Manufacturing Facility
Debt Instrument [Line Items]
Proceeds from sale of assets				$ 8,660
Senior Secured Term Loan
Debt Instrument [Line Items]
Long-term debt, gross		$ 119,610	$ 119,610		122,500	$ 125,000
Debt instrument, call premium rate, year one						1.00%
Debt instrument, call premium rate, thereafter						0.00%
Debt instrument, interest rate during period		11.77%	11.86%
Interest expense, debt		$ 3,552	$ 10,734
Amortization of deferred financing costs		179	571
Debt instrument, quarterly payment, principal outstanding, percentage						0.25%
Term Loan, Amendment No. 1 \| Alternative Base Rate
Debt Instrument [Line Items]
Debt instrument, floor on variable rate	2.00%
Debt instrument, basis spread on variable rate	4.50%
Term Loan, Amendment No. 1 \| Secured Overnight Financing Rate (SOFR)
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
Debt Instrument [Line Items]
Current portion of long-term debt					1,665
Contractual commitments		$ 300	$ 300		$ 2,187

FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Sep. 30, 2024

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:


		September 30, 2024		December 31, 2023
	Fair Value Hierarchy Level	Carrying Amount	Estimated Fair Value	Carrying Amount	Estimated Fair Value
Assets
Cash and cash equivalents	Level 1	24,404	24,404	30,312	30,312

Liabilities
Finance leases	Level 3	8,411	7,929	9,688	9,688
Term Loan	Level 2	119,610	95,688	122,500	98,000

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
INCOME TAXES (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Income tax expense	$ 279	$ 89	$ 865	$ (82)
Effective income tax rate	(2.20%)	(0.40%)	(1.80%)	0.20%

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.7)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-8

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-10

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(9))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Subparagraph (a)
-SubTopic 20
-Topic 740
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482659/740-20-45-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h))
-SubTopic 10
-Topic 235
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

+ Details

STOCKHOLDERS’ EQUITY	9 Months Ended
STOCKHOLDERS’ EQUITY	Sep. 30, 2024
Equity [Abstract]
STOCKHOLDERS’ EQUITY	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 September 30, 2024, there were 46,078,322 shares outstanding and 300,000,000 shares authorized. Warrants On July 19, 2021, the Company completed the redemption ("Redemption") of certain of its outstanding warrants (the "Investor Warrants") that were issued in connection with a private placement of units (the "private placement"), each consisting of a share of common stock and a warrant to purchase an additional one-half (1/2) shares of common stock. In connection with the private placement, the Company agreed to engage the placement agent (the "Placement Agent") as the Company's warrant solicitation agent in the event the Investor Warrants were called for Redemption. The Company agreed to pay a warrant solicitation fee to the Placement Agent equal to five percent of the amount of net cash proceeds solicited by the Placement Agent upon the exercise of certain Investor Warrants following such call for Redemption. As of September 30, 2024, and December 31, 2023, 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 September 30, 2024, and December 31, 2023, there were no outstanding placement agent warrants.

- 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
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-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/1943274/2147477968/946-235-50-2

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/1943274/2147477968/946-235-50-2

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/1943274/2147478448/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480237/815-40-50-6

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)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1

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
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

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

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

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

+ Details

INTANGIBLE ASSETS, NET - Useful Life Finite-lived Intangible Assets (Details)	Sep. 30, 2024
Computer software \| Minimum
Finite-Lived Intangible Assets [Line Items]
Useful lives	3 years
Computer software \| Maximum
Finite-Lived Intangible Assets [Line Items]
Useful lives	5 years
Computer software \| Weighted Average
Finite-Lived Intangible Assets [Line Items]
Weighted-average amortization period remaining	2 years
Customer relationships \| Minimum
Finite-Lived Intangible Assets [Line Items]
Useful lives	7 years
Customer relationships \| Maximum
Finite-Lived Intangible Assets [Line Items]
Useful lives	18 years
Customer relationships \| Weighted Average
Finite-Lived Intangible Assets [Line Items]
Weighted-average amortization period remaining	9 years
Technology, formulations and recipes \| Minimum
Finite-Lived Intangible Assets [Line Items]
Useful lives	8 years
Technology, formulations and recipes \| Maximum
Finite-Lived Intangible Assets [Line Items]
Useful lives	12 years
Technology, formulations and recipes \| Weighted Average
Finite-Lived Intangible Assets [Line Items]
Weighted-average amortization period remaining	9 years
Trade names and trademarks \| Minimum
Finite-Lived Intangible Assets [Line Items]
Useful lives	15 years
Trade names and trademarks \| Maximum
Finite-Lived Intangible Assets [Line Items]
Useful lives	20 years
Trade names and trademarks \| Weighted Average
Finite-Lived Intangible Assets [Line Items]
Weighted-average amortization period remaining	16 years

FAIR VALUE MEASUREMENTS (Details) $ in Thousands	Sep. 30, 2024 USD ($)	Jun. 30, 2024 a
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Number of acres to be sold		20
Number of acres owned		140
Disposal Group, Disposed of by Sale, Not Discontinued Operations \| Durable Manufacturing Facility
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets held for sale \| $	$ 470

LEASES

9 Months Ended

Sep. 30, 2024

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 incurred operating lease costs of $2,426 and $7,787 during the three and nine months ended September 30, 2024, respectively, and $2,897 and $9,622 during the three and nine months ended September 30, 2023, respectively. These costs are included primarily within SG&A in the condensed consolidated statements of operations and do not include lease termination costs associated with the Asset Sale. Refer to Note 3 – Restructuring and Asset Dispositions for further details.

The Company has operating subleases and logistics agreements which have been accounted for by reference to the underlying asset subject to the lease, primarily as an offset to rent expense within SG&A. For the three and nine months ended September 30, 2024, the Company recorded sublease and logistics income of $931 and $2,454, respectively. For the three and nine months ended September 30, 2023, the Company recorded sublease and logistics income of $323 and $1,495, respectively.

In January 2023, Gotham Properties LLC, an Oregon limited liability company and a subsidiary of the Company (“Seller”), consummated a Purchase and Sale Agreement with J & D Property, LLC, a Nevada limited liability company (“Purchaser”) pursuant to which certain real property located in the City of Eugene, County of Lane, State of Oregon (the “Eugene Property”) was sold to Purchaser for $8,598 and then leased back by Seller (the “Sale-Leaseback Transaction”). The new lease has a term of 15 years with annual rent starting at $731 and fixed increases to the final year when annual rent is $964. The Company accounted for the transaction as a failed sale-leaseback which requires retaining the asset associated with the property and recognizing a corresponding financial liability for the cash received. The Eugene Property serves as the manufacturing and processing site for certain of the Company’s grow media and nutrient brands. Refer to Note 10 – Debt for further discussion.

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


	Balance Sheet Classification	September 30, 2024		December 31, 2023
Lease assets
Operating lease assets	Operating lease right-of-use assets	$	45,723	$	54,494
Finance lease assets	Property, plant and equipment, net	7,467		9,315
Total lease assets		$	53,190	$	63,809

Lease liabilities
Current:
Operating leases	Current portion of operating lease liabilities	$	7,689	$	8,336
Finance leases	Current portion of finance lease liabilities	455		954
Noncurrent:
Operating leases	Long-term operating lease liabilities	40,420		47,506
Finance leases	Long-term finance lease liabilities	7,956		8,734
Total lease liabilities		$	56,520	$	65,530

In connection with the Asset Sale, the Company paid cash to terminate a facility operating lease for $1,275 and certain equipment finance leases for $668. Refer to Note 3 – Restructuring and Asset Dispositions for further details.

The aggregate future minimum lease payments under long-term non-cancelable operating and finance leases with terms greater than one year as of September 30, 2024 are as follows:


	Operating		Finance
For the period of October 1, 2024 to December 31, 2024	$	2,416	$	218
Year ending December 31,
2025	9,543		885
2026	8,848		851
2027	8,943		853
2028	8,387		806
2029 and thereafter	16,819		8,039
Total lease payments	54,956		11,652
Less portion representing interest	(6,847)		(3,241)
Total principal	48,109		8,411
Less current portion	(7,689)		(455)
Long-term portion	$	40,420	$	7,956

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Accrued compensation and benefits	$ 3,183	$ 2,096
Interest accrual	56	1,214
Freight, custom and duty accrual	1,047	1,040
Goods in transit accrual	714	360
Income tax accrual	326	0
Asset retirement obligations	394	759
Other accrued liabilities	3,777	4,060
Total accrued expenses and other current liabilities	$ 9,497	$ 9,529

PROPERTY, PLANT AND EQUIPMENT, NET (Tables)

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment

Property, plant and equipment, net comprised the following:


	September 30, 2024		December 31, 2023
Machinery and equipment	$	24,366	$	27,417
Peat bogs and related development	12,614		12,256
Building and improvements	10,268		10,132
Land	5,646		6,114
Furniture and fixtures	4,292		4,360
Computer equipment	3,269		3,301
Leasehold improvements	3,193		5,169
Gross property, plant and equipment	63,648		68,749
Less: accumulated depreciation	(23,878)		(21,389)
Total property, plant and equipment, net	$	39,770	$	47,360

LOSS PER COMMON SHARE (Tables)

9 Months Ended

Sep. 30, 2024

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 three and nine months ended September 30, 2024 and 2023:


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Net loss	$	(13,146)	$	(19,884)	$	(49,204)	$	(49,598)
Weighted-average shares of common stock outstanding	46,034,799		45,607,195		45,942,827		45,429,139
Dilutive effect of warrants and share based compensation awards using the treasury stock method	—		—		—		—
Diluted weighted-average shares of common stock outstanding	46,034,799		45,607,195		45,942,827		45,429,139
Basic loss per common share	$	(0.29)	$	(0.44)	$	(1.07)	$	(1.09)
Diluted loss per common share	$	(0.29)	$	(0.44)	$	(1.07)	$	(1.09)

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:


	Three months ended September 30,		Nine months ended September 30,
	2024	2023	2024	2023
Shares subject to warrants outstanding	—	17,669	—	17,669
Shares subject to unvested or deferred performance and restricted stock units	3,086,823	2,310,588	3,086,823	2,310,588
Shares subject to stock options outstanding	409,017	577,961	409,017	577,961

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the requirements of the SEC for interim financial reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These condensed consolidated financial statements have been prepared on the same basis as the Company's annual consolidated financial statements and, in the opinion of management, reflect all normal and recurring adjustments which are necessary for the fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2024, or for any other interim period or for any other future year. All intercompany balances and transactions have been eliminated in consolidation.

The condensed consolidated balance sheet as of December 31, 2023, has been derived from the audited consolidated financial statements of the Company, which is included in the 2023 Annual Report. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the 2023 Annual Report.

Use of estimates

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

Segment and entity-wide information

Segment information

The Company's chief operating decision maker is the chief executive officer ("CEO") who reviews financial information for the purposes of making operating decisions, assessing financial performance, and allocating resources. The business is organized as two operating segments, the United States and Canada, which meet the criteria for aggregation, and the Company has elected to present them as one reportable segment, which is the distribution and manufacture of CEA equipment

and supplies. Aggregation is based on similarities which include the nature of its products, production or acquisition of inventory, customer base, fulfillment and distribution and economic characteristics.

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

Entity-wide information


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
United States	$	36,318	$	45,683	$	120,869	$	142,180
Canada	8,339		9,242		34,367		38,826
Intersegment eliminations	(648)		(757)		(2,262)		(1,609)
Total consolidated net sales	$	44,009	$	54,168	$	152,974	$	179,397


	September 30, 2024		December 31, 2023
United States	$	53,525	$	68,270
Canada	31,968		33,584
Total property, plant and equipment, net and operating lease right-of-use assets	$	85,493	$	101,854

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

Fair value measurements

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company has applied the framework for measuring fair value which requires a fair value hierarchy to be applied to all fair value measurements. All financial instruments recognized at fair value are classified into one of three levels in the fair value hierarchy as follows:

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

Level 2 — Valuation techniques based on inputs that are quoted prices of similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not in active markets; inputs other than quoted prices used in a valuation model that are observable for that instrument; and inputs that are derived from or, corroborated by, observable market data by correlation or other means.

Level 3 — Valuation techniques with significant unobservable market inputs.

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

Inventories

Inventories consist of finished goods, work-in-process, and raw materials used in manufacturing products. Inventories are stated at the lower of cost or net realizable value, principally determined by the first in, first out method of accounting. The Company maintains an allowance for excess and obsolete inventory. The estimate for excess and obsolete inventory is based upon assumptions about current and anticipated demand, customer preferences, business strategies, and market conditions. Management reviews these assumptions periodically to determine if any adjustments are needed to the allowance for excess and obsolete inventory. The establishment of an allowance for excess and obsolete inventory establishes a new cost basis in the inventory. Such allowance is not reduced until the product is sold or otherwise disposed. If inventory is sold, any related

reserves would be reversed in the period of sale. During the year ended December 31, 2023, and the three and nine months ended September 30, 2024, 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.

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.

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 $1,463 and $6,672 during the three and nine months ended September 30, 2024, respectively, and $1,813 and $7,099 during the three and nine months ended September 30, 2023, respectively. Shipping and handling costs that occur before the customer obtains control of the goods are deemed to be fulfillment activities and are accounted for as fulfillment costs included in cost of goods sold. The Company does not receive noncash consideration for the sale of goods. Contract consideration received from a customer prior to revenue recognition is recorded as a contract liability and is recognized as revenue when the Company satisfies the related performance obligation under the terms of the contract. The Company's contract liabilities, which consist primarily of customer deposits reported within deferred revenue in the condensed consolidated balance sheets, totaled $2,821 and $3,231 as of September 30, 2024, and December 31, 2023, 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.

Income taxes

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

Recent accounting pronouncements

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.

LOSS PER COMMON SHARE - Antidilutive (Details) - shares	3 Months Ended		9 Months Ended
LOSS PER COMMON SHARE - Antidilutive (Details) - shares	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Shares subject to warrants outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares subject to (in shares)	0	17,669	0	17,669
Shares subject to unvested or deferred performance and restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares subject to (in shares)	3,086,823	2,310,588	3,086,823	2,310,588
Shares subject to stock options outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares subject to (in shares)	409,017	577,961	409,017	577,961

STOCK-BASED COMPENSATION - PSU Activity (Details) - PSU - $ / shares	3 Months Ended	9 Months Ended
	Jun. 30, 2024	Sep. 30, 2024
Number of PSUs
Beginning (in shares)		921,182
Granted (in shares)	1,372,188	1,372,188
Vested (in shares)		(180,298)
Forfeited (in shares)		(809,604)
Ending (in shares)		1,303,468
Weighted average grant date fair value
Beginning (in dollars per shares)		$ 1.77
Granted (in dollars per share)		0.99
Vested (in dollars per share)		1.77
Forfeited (in dollars per share)		1.70
Ending (in dollars shares)		$ 0.99

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) segment	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)
Restructuring Cost and Reserve [Line Items]
Number of operating segments \| segment			2
Number of reportable segments \| segment			1
Net sales	$ 44,009	$ 54,168	$ 152,974	$ 179,397
Deferred revenue	2,821		2,821		$ 3,231
Shipping and Handling
Restructuring Cost and Reserve [Line Items]
Net sales	$ 1,463	$ 1,813	$ 6,672	$ 7,099

- 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

- 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 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 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 4: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-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 5: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-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 6: 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 7: 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 8: 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 9: 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 10: 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 11: 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 12: 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 13: 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

INTANGIBLE ASSETS, NET - Future Amortization Expense (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
For the period of October 1, 2024 to December 31, 2024	$ 5,971
2025	23,859
2026	23,576
2027	23,432
2028	22,710
2029 and thereafter	152,909
Total	$ 252,457	$ 273,080

ACCOUNTS RECEIVABLE, NET, AND INVENTORIES (Tables)

9 Months Ended

Sep. 30, 2024

Receivables [Abstract]

Schedule of Accounts Receivable, Net

Accounts receivable, net comprised the following:


	September 30, 2024		December 31, 2023
Trade accounts receivable	$	15,781	$	16,740
Allowance for doubtful accounts	(859)		(920)
Other receivables	834		1,070
Total accounts receivable, net	$	15,756	$	16,890

Schedule of Change in the Allowance for Doubtful Accounts

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


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Beginning balance	$	(763)	$	(1,660)	$	(920)	$	(1,556)
Changes in estimates	(296)		(113)		(572)		(1,217)
Write-offs	43		68		379		240
Collections/Other	157		361		254		1,189
Ending balance	$	(859)	$	(1,344)	$	(859)	$	(1,344)

Schedule of Inventories

Inventories comprised the following:


	September 30, 2024		December 31, 2023
Finished goods	$	50,895	$	58,346
Work-in-process	1,307		3,891
Raw materials	13,768		23,256
Allowance for inventory obsolescence	(7,749)		(10,139)
Total inventories	$	58,221	$	75,354

LOSS PER COMMON SHARE

9 Months Ended

Sep. 30, 2024

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 three and nine months ended September 30, 2024 and 2023:


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Net loss	$	(13,146)	$	(19,884)	$	(49,204)	$	(49,598)
Weighted-average shares of common stock outstanding	46,034,799		45,607,195		45,942,827		45,429,139
Dilutive effect of warrants and share based compensation awards using the treasury stock method	—		—		—		—
Diluted weighted-average shares of common stock outstanding	46,034,799		45,607,195		45,942,827		45,429,139
Basic loss per common share	$	(0.29)	$	(0.44)	$	(1.07)	$	(1.09)
Diluted loss per common share	$	(0.29)	$	(0.44)	$	(1.07)	$	(1.09)


	Three months ended September 30,		Nine months ended September 30,
	2024	2023	2024	2023
Shares subject to warrants outstanding	—	17,669	—	17,669
Shares subject to unvested or deferred performance and restricted stock units	3,086,823	2,310,588	3,086,823	2,310,588
Shares subject to stock options outstanding	409,017	577,961	409,017	577,961

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables)

9 Months Ended

Sep. 30, 2024

Payables and Accruals [Abstract]

Schedule of Accrued Liabilities and Other Current Liabilities

Accrued expenses and other current liabilities comprised the following:


	September 30, 2024		December 31, 2023
Accrued compensation and benefits	$	3,183	$	2,096
Interest accrual	56		1,214
Freight, custom and duty accrual	1,047		1,040
Goods in transit accrual	714		360
Income tax accrual	326		—
Asset retirement obligations	394		759
Other accrued liabilities	3,777		4,060
Total accrued expenses and other current liabilities	$	9,497	$	9,529

LEASES - Narrative (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
LEASES - Narrative (Details) - USD ($) $ in Thousands	Jan. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2038	May 10, 2024
Lessee, Lease, Description [Line Items]
Lease term		20 years		20 years
Operating lease, cost		$ 2,426	$ 2,897	$ 7,787	$ 9,622
Sublease income		$ 931	$ 323	$ 2,454	$ 1,495
Disposal Group, Disposed of by Sale, Not Discontinued Operations \| Durable Manufacturing Facility
Lessee, Lease, Description [Line Items]
Proceeds from operating lease termination							$ 1,275
Proceeds from equipment finance lease termination							$ 668
City of Eugene, County of Lane, State of Oregon
Lessee, Lease, Description [Line Items]
Initial purchase price	$ 8,598
Term of contract	15 years
Rent expense	$ 731
City of Eugene, County of Lane, State of Oregon \| Forecast
Lessee, Lease, Description [Line Items]
Rent expense						$ 964

STOCK-BASED COMPENSATION - Narrative (Details) $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended
	Nov. 30, 2020 shares	Sep. 30, 2024 USD ($) plan shares	Jun. 30, 2024 shares	Sep. 30, 2024 USD ($) plan shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of equity plans maintained \| plan		3		3
Expiration period	10 years
Granted (in shares)				0
Exercised (in shares)				0
RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			1 year
Cost not yet recognized, amount \| $		$ 1,039		$ 1,039
Cost not yet recognized, period for recognition (less than)				1 year
Stock-based compensation expense \| $		$ 405		$ 1,585
Awards vested but not yet issued due to deferral (n shares)				618,815
Awards vested but not yet issued (in shares)		625,172		625,172
Granted (in shares)				802,315
PSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			1 year
Cost not yet recognized, amount \| $		$ 574		$ 574
Cost not yet recognized, period for recognition (less than)				1 year
Stock-based compensation expense \| $		238		$ 623
Granted (in shares)			1,372,188	1,372,188
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cost not yet recognized, amount \| $		18		$ 18
Cost not yet recognized, period for recognition (less than)				1 year
Stock-based compensation expense \| $		$ 25		$ 85
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)		2,015,574		2,015,574
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

FAIR VALUE MEASUREMENTS

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

Recurring and Nonrecurring

As described in Note 3 – Restructuring and asset dispositions, during the second quarter of 2024, the Company entered into an agreement to sell approximately 20 acres of the 140 acres of owned land at its Goshen, New York location. The Company measured the held-for-sale land asset at estimated fair value based on the agreement, which was considered a Level 2 fair value measurement. The land had a carrying value of $470, which was consistent with the estimated sale price less costs to sell, and therefore no estimated gain or loss was recorded in the three and nine months ended September 30, 2024. The $470 carrying value of the land has been reclassified from "Property, plant and equipment, net", to "Assets held for sale" on the Company's condensed consolidated balance sheet at September 30, 2024.

The Company did not have any other assets or liabilities that were remeasured to fair value on a recurring or nonrecurring basis during the periods presented.

Other Fair Value Measurements

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


		September 30, 2024		December 31, 2023
	Fair Value Hierarchy Level	Carrying Amount	Estimated Fair Value	Carrying Amount	Estimated Fair Value
Assets
Cash and cash equivalents	Level 1	24,404	24,404	30,312	30,312

Liabilities
Finance leases	Level 3	8,411	7,929	9,688	9,688
Term Loan	Level 2	119,610	95,688	122,500	98,000

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, which were considered Level 3 fair value measurements, were calculated as the present value of the required future cash outflows discounted at an estimated borrowing rate. 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 7 – Leases and Note 10 – 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

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 940
-SubTopic 820
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
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)	46,078,322	45,789,890
Common stock, shares outstanding (in shares)	46,078,322	45,789,890

PROPERTY, PLANT AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Gross property, plant and equipment	$ 63,648	$ 68,749
Less: accumulated depreciation	(23,878)	(21,389)
Total property, plant and equipment, net	39,770	47,360
Machinery and equipment
Property, Plant and Equipment [Line Items]
Gross property, plant and equipment	24,366	27,417
Peat bogs and related development
Property, Plant and Equipment [Line Items]
Gross property, plant and equipment	12,614	12,256
Building and improvements
Property, Plant and Equipment [Line Items]
Gross property, plant and equipment	10,268	10,132
Land
Property, Plant and Equipment [Line Items]
Gross property, plant and equipment	5,646	6,114
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Gross property, plant and equipment	4,292	4,360
Computer equipment
Property, Plant and Equipment [Line Items]
Gross property, plant and equipment	3,269	3,301
Leasehold improvements
Property, Plant and Equipment [Line Items]
Gross property, plant and equipment	$ 3,193	$ 5,169

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Net sales	$ 44,009	$ 54,168	$ 152,974	$ 179,397
Cost of goods sold	35,490	50,859	122,679	150,234
Gross profit	8,519	3,309	30,295	29,163
Operating expenses:
Selling, general and administrative	17,556	19,543	55,836	67,442
Loss on asset disposition	0	0	11,520	0
Loss from operations	(9,037)	(16,234)	(37,061)	(38,279)
Interest expense	(3,910)	(3,963)	(11,652)	(11,423)
Other income, net	80	402	374	22
Loss before tax	(12,867)	(19,795)	(48,339)	(49,680)
Income tax (expense) benefit	(279)	(89)	(865)	82
Net loss	$ (13,146)	$ (19,884)	$ (49,204)	$ (49,598)
Net loss per share:
Basic (in dollars per share)	$ (0.29)	$ (0.44)	$ (1.07)	$ (1.09)
Diluted (in dollars per share)	$ (0.29)	$ (0.44)	$ (1.07)	$ (1.09)
Weighted-average shares of common stock outstanding:
Basic (in shares)	46,034,799	45,607,195	45,942,827	45,429,139
Diluted (in shares)	46,034,799	45,607,195	45,942,827	45,429,139

ACCOUNTS RECEIVABLE, NET, AND INVENTORIES - Inventories (Details) - USD ($) $ in Thousands	Sep. 30, 2024	May 10, 2024	Dec. 31, 2023
Inventory [Line Items]
Finished goods	$ 50,895		$ 58,346
Work-in-process	1,307		3,891
Raw materials	13,768		23,256
Allowance for inventory obsolescence	(7,749)		(10,139)
Total inventories	$ 58,221		$ 75,354
Disposal Group, Disposed of by Sale, Not Discontinued Operations \| Durable Manufacturing Facility
Inventory [Line Items]
Inventories sold or disposed of		$ 11,616

DEBT (Tables)

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Schedule of Debt

Debt is comprised of the following:


	September 30, 2024		December 31, 2023
Term Loan - Principal	$	119,610	$	122,500
Term Loan - Unamortized discount and deferred financing costs	(3,623)		(4,259)
Term Loan - Net of unamortized discount and deferred financing costs	115,987		118,241
Other	151		160
Total debt	$	116,138	$	118,401

Current portion of long-term debt	$	1,318	$	2,989
Long-term debt - net of unamortized discount and deferred financing costs of $3,623 and $4,259 as of September 30, 2024, and December 31, 2023, respectively	114,820		115,412
Total debt	$	116,138	$	118,401

Schedule of Maturities of Long-term Debt

As of September 30, 2024, the aggregate future principal payments under long-term debt are as follows:


	Debt
For the period of October 1, 2024 to December 31, 2024	$	371
Year ending December 31,
2025	1,250
2026	1,250
2027	1,250
2028	115,640
2029 and thereafter	—
Total	$	119,761

STOCK-BASED COMPENSATION - Unvested Stock Option Activity (Details)	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Number
Balance, outstanding, beginning (in shares) \| shares	16,674
Vested (in shares) \| shares	(4,544)
Forfeited (in shares) \| shares	(1,229)
Balance, outstanding, ending (in shares) \| shares	10,901
Weighted average grant date fair value
Balance, outstanding, beginning (in dollars per share) \| $ / shares	$ 12.15
Vested (in dollars per share) \| $ / shares	18.21
Forfeited (in dollars per share) \| $ / shares	9.89
Balance, outstanding, ending (in dollars per share) \| $ / shares	$ 9.89

RESTRUCTURING AND ASSET DISPOSITIONS - Narrative (Details) $ in Thousands		3 Months Ended		9 Months Ended		12 Months Ended	24 Months Ended
	May 31, 2024 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($)	Dec. 31, 2023 USD ($)	Jun. 30, 2024 a	May 10, 2024 USD ($)
Restructuring Cost and Reserve [Line Items]
Restructuring accrual		$ 453		$ 1,205
Loss on asset disposition		0	$ 0	11,520	$ 0
Sale of inventories				1,013	1,132
Number of acres to be sold \| a								20
Number of acres owned \| a								140
Disposal Group, Disposed of by Sale, Not Discontinued Operations \| Durable Manufacturing Facility
Restructuring Cost and Reserve [Line Items]
Proceeds from sale of assets									$ 8,660
Inventories sold or disposed of									11,616
Property, plant and equipment sold or disposed of									3,721
Intangible assets sold or disposed of									2,573
Other liabilities sold or disposed of									90
Proceeds from operating lease termination									1,275
Proceeds from equipment finance lease termination									$ 668
Costs to sell	$ 417
Loss on asset disposition				11,520
Sale of inventories				4,960
Sale of property, plant and equipment				3,700
Assets held for sale		470		470		$ 470
Restructuring Plan, Phase One
Restructuring Cost and Reserve [Line Items]
Restructuring accrual			243		1,213
Non-cash restructuring charges			0		744
Restructuring Plan, Phase One \| Cost of Sales
Restructuring Cost and Reserve [Line Items]
Restructuring expenses			7,444		9,401
Restructuring Plan, Phase One \| Selling, General and Administrative Expenses
Restructuring Cost and Reserve [Line Items]
Restructuring expenses			159		401
Restructuring Plan, Phase Two
Restructuring Cost and Reserve [Line Items]
Restructuring accrual			(150)		150
Restructuring Plan, Phase Two \| Cost of Sales
Restructuring Cost and Reserve [Line Items]
Restructuring expenses		577		1,558
Restructuring Plan, Phase Two \| Selling, General and Administrative Expenses
Restructuring Cost and Reserve [Line Items]
Restructuring expenses		79		163
Facility Closing \| Restructuring Plan, Phase One
Restructuring Cost and Reserve [Line Items]
Restructuring expenses					1,956		$ 3,373
Facility Closing \| Restructuring Plan, Phase Two
Restructuring Cost and Reserve [Line Items]
Restructuring expenses		$ 656	$ 7,846	$ 1,721	$ 7,846	1,524
Inventory Writedown \| Restructuring Plan, Phase One
Restructuring Cost and Reserve [Line Items]
Restructuring expenses							$ 6,398
Inventory Writedown \| Restructuring Plan, Phase Two
Restructuring Cost and Reserve [Line Items]
Restructuring expenses						$ 9,383

LEASES - Future Minimum Lease Payment (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Operating
For the period of October 1, 2024 to December 31, 2024	$ 2,416
2025	9,543
2026	8,848
2027	8,943
2028	8,387
2029 and thereafter	16,819
Total lease payments	54,956
Less portion representing interest	(6,847)
Total lease liabilities	48,109
Less current portion	(7,689)	$ (8,336)
Long-term portion	40,420	47,506
Finance
For the period of October 1, 2024 to December 31, 2024	218
2025	885
2026	851
2027	853
2028	806
2029 and thereafter	8,039
Total lease payments	11,652
Less portion representing interest	(3,241)
Total principal	8,411
Less current portion	(455)	(954)
Long-term finance lease liabilities	$ 7,956	$ 8,734

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2024	Nov. 06, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Entity File Number	001-39773
Entity Registrant Name	Hydrofarm Holdings Group, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	81-4895761
Entity Address, Address Line One	1510 Main Street
Entity Address, City or Town	Shoemakersville
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19555
City Area Code	707
Local Phone Number	765-9990
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	HYFM
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		46,144,417
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Entity Central Index Key	0001695295
Current Fiscal Year End Date	--12-31

INCOME TAXES	9 Months Ended
INCOME TAXES	Sep. 30, 2024
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES The Company recorded income tax expense of $279 and $865 for the three and nine months ended September 30, 2024, respectively, representing an effective tax rate of (2.2)% and (1.8)%, respectively. The Company’s effective tax rate for the nine months ended September 30, 2024, differs from the federal statutory rate of 21% primarily due to U.S. and foreign jurisdictions in full valuation allowance. The income tax expense for the three and nine months ended September 30, 2024, was primarily due to foreign taxes in certain jurisdictions and U.S. state taxes. The Company recorded income tax expense of $89 for the three months ended September 30, 2023, representing an effective tax rate of (0.4)%. The Company recorded an income tax benefit of $82 for the nine months ended September 30, 2023, representing an effective income tax rate of 0.2%. The Company’s effective tax rate for the nine months ended September 30, 2023, differs from the federal statutory rate of 21% primarily due to the Company maintaining a full valuation allowance against its net deferred tax assets in the U.S. and most foreign jurisdictions. The income tax expense and benefit for the three and nine months ended September 30, 2023, respectively, was primarily due to minor foreign tax items in certain jurisdictions.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 5: 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/1943274/2147477891/740-270-50-1

Reference 6: 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 7: 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 8: 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 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/740/tableOfContent

Reference 10: 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 11: 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 12: 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 13: 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 14: 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

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

9 Months Ended

Sep. 30, 2024

Payables and Accruals [Abstract]

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities comprised the following:


	September 30, 2024		December 31, 2023
Accrued compensation and benefits	$	3,183	$	2,096
Interest accrual	56		1,214
Freight, custom and duty accrual	1,047		1,040
Goods in transit accrual	714		360
Income tax accrual	326		—
Asset retirement obligations	394		759
Other accrued liabilities	3,777		4,060
Total accrued expenses and other current liabilities	$	9,497	$	9,529

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of presentation	The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the requirements of the SEC for interim financial reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These condensed consolidated financial statements have been prepared on the same basis as the Company's annual consolidated financial statements and, in the opinion of management, reflect all normal and recurring adjustments which are necessary for the fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2024, or for any other interim period or for any other future year. All intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated balance sheet as of December 31, 2023, has been derived from the audited consolidated financial statements of the Company, which is included in the 2023 Annual Report. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the 2023 Annual Report.
Use of estimates	The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Significant estimates include provisions for sales returns, rebates and claims from customers, realization of accounts receivable and inventories, fair value of assets acquired and liabilities assumed for business combinations, valuation of intangible assets, estimated useful lives of long-lived assets, incremental borrowing rate applied in lease accounting, valuation of stock-based compensation, recognition of deferred income taxes, classification of debt pursuant to certain terms in the Company's 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.
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 and intangible assets at fair value on a nonrecurring basis.
Inventories	Inventories consist of finished goods, work-in-process, and raw materials used in manufacturing products. Inventories are stated at the lower of cost or net realizable value, principally determined by the first in, first out method of accounting. The Company maintains an allowance for excess and obsolete inventory. The estimate for excess and obsolete inventory is based upon assumptions about current and anticipated demand, customer preferences, business strategies, and market conditions. Management reviews these assumptions periodically to determine if any adjustments are needed to the allowance for excess and obsolete inventory. The establishment of an allowance for excess and obsolete inventory establishes a new cost basis in the inventory. Such allowance is not reduced until the product is sold or otherwise disposed. If inventory is sold, any related reserves would be reversed in the period of sale. During the year ended December 31, 2023, and the three and nine months ended September 30, 2024, 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.
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. 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 $1,463 and $6,672 during the three and nine months ended September 30, 2024, respectively, and $1,813 and $7,099 during the three and nine months ended September 30, 2023, respectively. Shipping and handling costs that occur before the customer obtains control of the goods are deemed to be fulfillment activities and are accounted for as fulfillment costs included in cost of goods sold. The Company does not receive noncash consideration for the sale of goods. Contract consideration received from a customer prior to revenue recognition is recorded as a contract liability and is recognized as revenue when the Company satisfies the related performance obligation under the terms of the contract. The Company's contract liabilities, which consist primarily of customer deposits reported within deferred revenue in the condensed consolidated balance sheets, totaled $2,821 and $3,231 as of September 30, 2024, and December 31, 2023, 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.
Income taxes	The income tax provision is calculated for an interim period by distinguishing between elements recognized in the income tax provision through applying an estimated annual effective tax rate to a measure of year-to-date operating results referred to as “ordinary income (or loss),” and discretely recognizing specific events referred to as “discrete items” as they occur. The income tax provision or benefit for each interim period is the difference between the year-to-date amount for the current period and the year-to-date amount for the prior period.
Recent accounting pronouncements	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.
Restructuring	The Company began a restructuring plan (the "Restructuring Plan") in 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.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.
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.

DEBT - Revolving Asset-backed Credit Facilities (Details) - USD ($)	9 Months Ended
	Sep. 30, 2024	Nov. 01, 2024	Dec. 31, 2023	Mar. 31, 2023	Dec. 22, 2022	Aug. 31, 2021	Mar. 29, 2021
Debt Instrument [Line Items]
Other debt	$ 151,000		$ 160,000
JPMorgan Credit Facility
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity	55,000,000			$ 55,000,000	$ 75,000,000	$ 100,000,000	$ 50,000,000
Deferred financing costs and discount	$ 376,000		538,000
Excess availability threshold	10.00%
Covenant , minimum fixed charge coverage ratio, term	12 months
Covenant, excess availability term	30 days
Fixed charge coverage ratio	1.15
Borrowings outstanding	$ 0		$ 0
Line of credit facility, remaining borrowing capacity	$ 17,000,000
JPMorgan Credit Facility \| Subsequent Event
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity		$ 35,000,000
JPMorgan Credit Facility \| Revolving Credit Facility
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	1.95%
Debt instrument, floor on variable rate	0.00%
Line of credit facility, unused capacity, commitment fee percentage	0.40%
Revolving Asset-baked Credit Facility \| JPMorgan Credit Facility \| Revolving Credit Facility
Debt Instrument [Line Items]
Covenant , minimum fixed charge coverage ratio multiplier	1.1

FAIR VALUE MEASUREMENTS - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Assets
Cash and cash equivalents	$ 24,404	$ 30,312
Level 1 \| Estimated Fair Value
Assets
Cash and cash equivalents	24,404	30,312
Level 3 \| Carrying Amount \| Finance leases
Liabilities
Debt	8,411	9,688
Level 3 \| Estimated Fair Value \| Finance leases
Liabilities
Debt	7,929	9,688
Level 2 \| Carrying Amount \| Term Loan
Liabilities
Debt	119,610	122,500
Level 2 \| Estimated Fair Value \| Term Loan
Liabilities
Debt	$ 95,688	$ 98,000

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Operating activities
Net loss	$ (49,204)	$ (49,598)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation, depletion and amortization	23,325	24,165
Provision for inventory obsolescence	1,013	1,132
Restructuring expenses	516	8,443
Stock-based compensation expense	2,293	4,021
Non-cash operating lease expense	6,311	7,718
Non-cash loss from asset disposition	11,103	0
Other	827	1,089
Changes in assets and liabilities:
Accounts receivable	819	183
Inventories	8,854	22,566
Prepaid expenses and other current assets	790	1,174
Other assets	(113)	(164)
Accounts payable	(2,258)	(542)
Accrued expenses and other current liabilities	147	(4,419)
Deferred revenue	(411)	(87)
Lease liabilities	(7,081)	(6,972)
Other long-term liabilities	89	(80)
Net cash (used in) from operating activities	(2,980)	8,629
Investing activities
Capital expenditures of property, plant and equipment	(2,622)	(4,056)
Cash proceeds from Asset Sale for property, plant and equipment	3,700	0
Other	383	(2)
Net cash from (used in) investing activities	1,461	(4,058)
Financing activities
Proceeds from Sale-Leaseback Transaction	0	8,598
Borrowings under foreign revolving credit facilities	334	753
Repayments of foreign revolving credit facilities	(345)	(778)
Repayments of Term Loan	(2,890)	(938)
Payment of withholding tax related to stock awards	(127)	(234)
Finance lease principal payments	(1,259)	(757)
Net cash (used in) from financing activities	(4,287)	6,644
Effect of exchange rate changes on cash and cash equivalents	(102)	(49)
Net (decrease) increase in cash and cash equivalents	(5,908)	11,166
Cash and cash equivalents at beginning of period	30,312	21,291
Cash and cash equivalents at end of period	24,404	32,457
Non-cash investing and financing activities
Right-of-use assets relinquished under operating lease obligations, net	(1,924)	(768)
Assets acquired under finance lease obligations	0	185
Capital expenditures included in accounts payable and accrued liabilities	55	31
Supplemental information
Cash paid for interest	12,038	10,519
Cash paid (refunded) for income taxes	$ 130	$ (1,039)

LEASES - Balance Sheet (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Lease assets
Operating lease right-of-use assets	$ 45,723	$ 54,494
Property, plant and equipment, net	7,467	9,315
Total lease assets	53,190	63,809
Lease liabilities
Current portion of operating lease liabilities	7,689	8,336
Current portion of finance lease liabilities	455	954
Long-term operating lease liabilities	40,420	47,506
Long-term finance lease liabilities	7,956	8,734
Total lease liabilities	$ 56,520	$ 65,530

DEBT - Future Principal Payments (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Debt Disclosure [Abstract]
For the period of October 1, 2024 to December 31, 2024	$ 371
2025	1,250
2026	1,250
2027	1,250
2028	115,640
2029 and thereafter	0
Total	$ 119,761

ACCOUNTS RECEIVABLE, NET, AND INVENTORIES - Accounts Receivable, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Receivables [Abstract]
Trade accounts receivable	$ 15,781	$ 16,740
Allowance for doubtful accounts	(859)	(920)
Other receivables	834	1,070
Total accounts receivable, net	$ 15,756	$ 16,890

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Entity-wide Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Segment Reporting Information [Line Items]
Net sales	$ 44,009	$ 54,168	$ 152,974	$ 179,397
Property, plant and equipment, and operating lease right-of-use assets, net	85,493		85,493		$ 101,854
United States
Segment Reporting Information [Line Items]
Property, plant and equipment, and operating lease right-of-use assets, net	53,525		53,525		68,270
Canada
Segment Reporting Information [Line Items]
Property, plant and equipment, and operating lease right-of-use assets, net	31,968		31,968		$ 33,584
Operating segments \| United States
Segment Reporting Information [Line Items]
Net sales	36,318	45,683	120,869	142,180
Operating segments \| Canada
Segment Reporting Information [Line Items]
Net sales	8,339	9,242	34,367	38,826
Intersegment eliminations
Segment Reporting Information [Line Items]
Net sales	$ (648)	$ (757)	$ (2,262)	$ (1,609)

- Definition

+ References

+ Details

STOCK-BASED COMPENSATION (Tables)

9 Months Ended

Sep. 30, 2024

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 nine months ended September 30, 2024. For purposes of this table, vested RSUs represent the shares for which the service condition had been fulfilled during the nine months ended September 30, 2024:


	Number of RSUs	Weighted average grant date fair value
Balance, December 31, 2023	1,242,210	$	3.06
Granted	802,315	$	0.78
Vested	(885,334)	$	3.12
Forfeited	(1,008)	$	24.61
Balance, September 30, 2024	1,158,183	$	1.42

The following table summarizes the activity related to the Company's PSUs for the nine months ended September 30, 2024:


	Number of PSUs	Weighted average grant date fair value
Balance, December 31, 2023	921,182	$	1.77
Granted	1,372,188	$	0.99
Vested	(180,298)	$	1.77
Forfeited	(809,604)	$	1.70
Balance, September 30, 2024	1,303,468	$	0.99

Share-based Payment Arrangement, Option, Activity

The following table summarizes the stock option activity for the nine months ended September 30, 2024:


	Number	Weighted average exercise price		Weighted average grant date fair value		Weighted average remaining contractual term (years)
Outstanding as of December 31, 2023	571,359	$	9.47	$	2.01	3.69
Cancelled	(161,113)	$	8.92	$	1.17
Forfeited	(1,229)	$	11.06	$	9.89
Outstanding as of September 30, 2024	409,017	$	9.68	$	2.32	3.98
Options exercisable as of September 30, 2024	398,116	$	9.64	$	2.12	3.92
Vested and expected to vest as of September 30, 2024	409,017	$	9.68	$	2.32	3.98

The following table summarizes the unvested stock option activity for the nine months ended September 30, 2024:


	Number	Weighted average grant date fair value
Unvested as of December 31, 2023	16,674	$	12.15
Vested	(4,544)	$	18.21
Forfeited	(1,229)	$	9.89
Unvested as of September 30, 2024	10,901	$	9.89

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 24,404	$ 30,312
Accounts receivable, net	15,756	16,890
Inventories	58,221	75,354
Prepaid expenses and other current assets	4,551	5,510
Assets held for sale	470	0
Total current assets	103,402	128,066
Property, plant and equipment, net	39,770	47,360
Operating lease right-of-use assets	45,723	54,494
Intangible assets, net	255,258	275,881
Other assets	1,788	1,842
Total assets	445,941	507,643
Current liabilities:
Accounts payable	10,169	12,613
Accrued expenses and other current liabilities	9,497	9,529
Deferred revenue	2,821	3,231
Current portion of operating lease liabilities	7,689	8,336
Current portion of finance lease liabilities	455	954
Current portion of long-term debt	1,318	2,989
Total current liabilities	31,949	37,652
Long-term operating lease liabilities	40,420	47,506
Long-term finance lease liabilities	7,956	8,734
Long-term debt	114,820	115,412
Deferred tax liabilities	3,232	3,232
Other long-term liabilities	4,582	4,497
Total liabilities	202,959	217,033
Commitments and contingencies (Note 14)
Stockholders’ equity
Common stock ($0.0001 par value; 300,000,000 shares authorized; 46,078,322 and 45,789,890 shares issued and outstanding at September 30, 2024, and December 31, 2023, respectively)	5	5
Additional paid-in capital	790,012	787,846
Accumulated other comprehensive loss	(7,087)	(6,497)
Accumulated deficit	(539,948)	(490,744)
Total stockholders’ equity	242,982	290,610
Total liabilities and stockholders’ equity	$ 445,941	$ 507,643

LOSS PER COMMON SHARE - Calculation for Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Net loss	$ (13,146)	$ (19,884)	$ (49,204)	$ (49,598)
Weighted-average shares of common stock outstanding (in shares)	46,034,799	45,607,195	45,942,827	45,429,139
Diluted weighted-average shares of common stock outstanding (in shares)	46,034,799	45,607,195	45,942,827	45,429,139
Basic loss per common share (in dollars per share)	$ (0.29)	$ (0.44)	$ (1.07)	$ (1.09)
Diluted loss per common share (in dollars per share)	$ (0.29)	$ (0.44)	$ (1.07)	$ (1.09)
Share Based Compensation Awards and Warrants
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Dilutive effect of warrants and share based compensation awards using the treasury stock method (in shares)	0	0	0	0

- Definition

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

+ References

+ Details

- 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.

+ References

+ Details

- Definition

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

+ References

+ Details

RESTRUCTURING AND ASSET DISPOSITIONS - Restructuring Costs (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Restructuring Reserve [Roll Forward]
Restructuring accruals, beginning balance	$ 309		$ 187
(Reversal) Expense	(453)		(1,205)
Cash Payments	(607)		(1,237)
Restructuring accruals, ending balance	$ 155		$ 155
Restructuring Plan, Phase One
Restructuring Reserve [Roll Forward]
Restructuring accruals, beginning balance		$ 493		$ 696
(Reversal) Expense		(243)		(1,213)
Cash Payments		(225)		(1,884)
Restructuring accruals, ending balance		25		25
Restructuring Plan, Phase Two
Restructuring Reserve [Roll Forward]
Restructuring accruals, beginning balance		0		0
(Reversal) Expense		150		(150)
Cash Payments		0		0
Restructuring accruals, ending balance		$ 150		$ 150

ACCOUNTS RECEIVABLE, NET, AND INVENTORIES - Change in Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Beginning balance	$ (763)	$ (1,660)	$ (920)	$ (1,556)
Changes in estimates	(296)	(113)	(572)	(1,217)
Write-offs	43	68	379	240
Collections/Other	157	361	254	1,189
Ending balance	$ (859)	$ (1,344)	$ (859)	$ (1,344)

ACCOUNTS RECEIVABLE, NET, AND INVENTORIES

9 Months Ended

Sep. 30, 2024

Receivables [Abstract]

ACCOUNTS RECEIVABLE, NET, AND INVENTORIES

Accounts receivable, net comprised the following:


	September 30, 2024		December 31, 2023
Trade accounts receivable	$	15,781	$	16,740
Allowance for doubtful accounts	(859)		(920)
Other receivables	834		1,070
Total accounts receivable, net	$	15,756	$	16,890

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


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Beginning balance	$	(763)	$	(1,660)	$	(920)	$	(1,556)
Changes in estimates	(296)		(113)		(572)		(1,217)
Write-offs	43		68		379		240
Collections/Other	157		361		254		1,189
Ending balance	$	(859)	$	(1,344)	$	(859)	$	(1,344)

Inventories comprised the following:


	September 30, 2024		December 31, 2023
Finished goods	$	50,895	$	58,346
Work-in-process	1,307		3,891
Raw materials	13,768		23,256
Allowance for inventory obsolescence	(7,749)		(10,139)
Total inventories	$	58,221	$	75,354

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.

In conjunction with the Asset Sale, the Company sold $11,616 of inventories. Refer to Note 3 – Restructuring and Asset Dispositions for further details.

PROPERTY, PLANT AND EQUIPMENT, NET - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	May 10, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Depreciation and amortization expense	$ 1,721	$ 1,728	$ 5,262	$ 5,893
Finance lease assets cost	9,847		9,847			$ 12,783
Finance lease assets, accumulated depreciation	2,379		2,379			3,468
Asset retirement obligations	394		394			759
Asset retirement obligations, noncurrent	$ 4,535		$ 4,535			$ 4,457
Disposal Group, Disposed of by Sale, Not Discontinued Operations \| Durable Manufacturing Facility
Property, Plant and Equipment [Line Items]
Property, plant and equipment sold or disposed of					$ 3,721

STOCKHOLDERS’ EQUITY (Details)	Sep. 30, 2024 vote shares	Dec. 31, 2023 shares	Jul. 19, 2021 shares
Class of Warrant or Right [Line Items]
Common stock, shares outstanding (in shares)	46,078,322	45,789,890
Common stock, shares authorized (in shares)	300,000,000	300,000,000
Common Stock
Class of Warrant or Right [Line Items]
Votes per share of stock \| vote	1
Investor Warrants
Class of Warrant or Right [Line Items]
Warrant solicitation fee expense, percentage of net cash proceeds solicited by placement agents on certain warrants following call for redemption	5.00%
Investor Warrants \| Common Stock
Class of Warrant or Right [Line Items]
Number of securities called by each warrant or right (in shares)			0.5

INTANGIBLE ASSETS, NET (Tables)

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Indefinite-Lived Intangible Assets

Intangible assets, net comprised the following:


	September 30, 2024						December 31, 2023
	Gross Carrying Amount		Accumulated Amortization		Net Book Value		Gross Carrying Amount		Accumulated Amortization		Net Book Value
Finite-lived intangible assets:
Computer software	$	9,329	$	(8,590)	$	739	$	9,325	$	(8,357)	$	968
Customer relationships	99,805		(37,393)		62,412		99,805		(31,883)		67,922
Technology, formulations and recipes	110,381		(31,074)		79,307		114,181		(25,124)		89,057
Trade names and trademarks	131,493		(21,759)		109,734		131,493		(16,740)		114,753
Other	4,782		(4,517)		265		4,802		(4,422)		380
Total finite-lived intangible assets, net	355,790		(103,333)		252,457		359,606		(86,526)		273,080
Indefinite-lived intangible asset:
Trade name	2,801		—		2,801		2,801		—		2,801
Total Intangible assets, net	$	358,591	$	(103,333)	$	255,258	$	362,407	$	(86,526)	$	275,881

Schedule of Finite-Lived Intangible Assets

Intangible assets, net comprised the following:


	September 30, 2024						December 31, 2023
	Gross Carrying Amount		Accumulated Amortization		Net Book Value		Gross Carrying Amount		Accumulated Amortization		Net Book Value
Finite-lived intangible assets:
Computer software	$	9,329	$	(8,590)	$	739	$	9,325	$	(8,357)	$	968
Customer relationships	99,805		(37,393)		62,412		99,805		(31,883)		67,922
Technology, formulations and recipes	110,381		(31,074)		79,307		114,181		(25,124)		89,057
Trade names and trademarks	131,493		(21,759)		109,734		131,493		(16,740)		114,753
Other	4,782		(4,517)		265		4,802		(4,422)		380
Total finite-lived intangible assets, net	355,790		(103,333)		252,457		359,606		(86,526)		273,080
Indefinite-lived intangible asset:
Trade name	2,801		—		2,801		2,801		—		2,801
Total Intangible assets, net	$	358,591	$	(103,333)	$	255,258	$	362,407	$	(86,526)	$	275,881

The following are the estimated useful lives and the weighted-average amortization period remaining as of September 30, 2024, for the major classes of finite-lived intangible assets:


	Useful lives	Weighted-average amortization period remaining
Computer software	3 to 5 years	2 years
Customer relationships	7 to 18 years	9 years
Technology, formulations and recipes	8 to 12 years	9 years
Trade names and trademarks	15 to 20 years	16 years

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

The estimated aggregate future amortization expense for intangible assets subject to amortization as of September 30, 2024, is summarized below:


	Estimated Future Amortization Expense
For the period of October 1, 2024 to December 31, 2024	$	5,971
Year ending December 31,
2025	23,859
2026	23,576
2027	23,432
2028	22,710
2029 and thereafter	152,909
Total	$	252,457

INTANGIBLE ASSETS, NET - Intangible Assets, net (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 355,790	$ 359,606
Accumulated Amortization	(103,333)	(86,526)
Total	252,457	273,080
Indefinite-lived Intangible Assets [Line Items]
Gross Carrying Amount	358,591	362,407
Total	255,258	275,881
Trade name
Indefinite-lived Intangible Assets [Line Items]
Gross Carrying Amount	2,801	2,801
Computer software
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	9,329	9,325
Accumulated Amortization	(8,590)	(8,357)
Total	739	968
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	99,805	99,805
Accumulated Amortization	(37,393)	(31,883)
Total	62,412	67,922
Technology, formulations and recipes
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	110,381	114,181
Accumulated Amortization	(31,074)	(25,124)
Total	79,307	89,057
Trade names and trademarks
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	131,493	131,493
Accumulated Amortization	(21,759)	(16,740)
Total	109,734	114,753
Other
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	4,782	4,802
Accumulated Amortization	(4,517)	(4,422)
Total	$ 265	$ 380

INTANGIBLE ASSETS, NET - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	May 10, 2024
Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 5,942	$ 6,180	$ 18,062	$ 18,272
Disposal Group, Disposed of by Sale, Not Discontinued Operations \| Durable Manufacturing Facility
Finite-Lived Intangible Assets [Line Items]
Intangible assets sold or disposed of					$ 2,573

- 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

DESCRIPTION OF THE BUSINESS	9 Months Ended
DESCRIPTION OF THE BUSINESS	Sep. 30, 2024
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.

STOCK-BASED COMPENSATION - Stock Option Activity (Details) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Number
Outstanding, beginning (in shares)	571,359
Cancelled (in shares)	(161,113)
Forfeited (in shares)	(1,229)
Outstanding, ending (in shares)	409,017	571,359
Options exercisable (in shares)	398,116
Vested and expected to vest (in shares)	409,017
Weighted average exercise price
Outstanding, beginning (in dollars per share)	$ 9.47
Cancelled (in dollars per share)	8.92
Forfeited (in dollars per share)	11.06
Outstanding, ending (in dollars per share)	9.68	$ 9.47
Options exercisable (in dollars per share)	9.64
Vested and expected to vest (in dollars per share)	9.68
Weighted average grant date fair value
Outstanding, beginning (in dollars per share)	2.01
Cancelled (in dollars per share)	1.17
Forfeited (in dollars per share)	9.89
Outstanding, ending (in dollars per share)	2.32	$ 2.01
Options exercisable (in dollars per share)	2.12
Vested and expected to vest (in dollars per share)	$ 2.32
Weighted average remaining contractual term (years)
Outstanding, term	3 years 11 months 23 days	3 years 8 months 8 days
Options exercisable, term	3 years 11 months 1 day
Vested and expected to vest, term	3 years 11 months 23 days

RESTRUCTURING AND ASSET DISPOSITIONS (Tables)

9 Months Ended

Sep. 30, 2024

Restructuring and Related Activities [Abstract]

Restructuring Costs

The following tables present the activity in accrued expenses and other current liabilities for restructuring costs related to the Restructuring Plan for the three and nine months ended September 30, 2024, respectively:


	Three Months Ended September 30, 2024
Restructuring Accruals as of June 30, 2024	$	309
Expense	453
Cash Payments	(607)
Restructuring Accruals as of September 30, 2024	$	155


	Nine Months Ended September 30, 2024
Restructuring Accruals as of December 31, 2023	$	187
Expense	1,205
Cash Payments	(1,237)
Restructuring Accruals as of September 30, 2024	$	155


	Three Months Ended September 30, 2023
	Phase 1		Phase 2
Restructuring Accruals as of June 30, 2023	$	493	$	—
(Reversal) Expense	(243)		150
Cash Payments	(225)		—
Restructuring Accruals as of September 30, 2023	$	25	$	150


	Nine Months Ended September 30, 2023
	Phase 1		Phase 2
Restructuring Accruals as of December 31, 2022	$	696	$	—
Expense	1,213		150
Cash Payments	(1,884)		—
Restructuring Accruals as of September 30, 2023	$	25	$	150

STOCK-BASED COMPENSATION

9 Months Ended

Sep. 30, 2024

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 September 30, 2024, a total of 2,015,574 shares were available for grant under the 2020 Plan.

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

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

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

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

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

Restricted Stock Unit ("RSU") Activity

RSUs granted to certain executives, employees and members of the Board of Directors expire 10 years after the grant date. The awards generally have a time-based vesting requirement (based on continuous employment). Upon vesting, the RSUs convert into shares of the Company's common stock. The stock-based compensation expense related to service-based awards is recorded over the requisite service period. During the second quarter of 2024, 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.


	Number of RSUs	Weighted average grant date fair value
Balance, December 31, 2023	1,242,210	$	3.06
Granted	802,315	$	0.78
Vested	(885,334)	$	3.12
Forfeited	(1,008)	$	24.61
Balance, September 30, 2024	1,158,183	$	1.42

As of September 30, 2024, total unamortized stock-based compensation cost related to unvested RSUs was $1,039 and the weighted-average period over which the compensation is expected to be recognized is less than one-year. For the three and nine months ended September 30, 2024, the Company recognized $405 and $1,585, respectively, of total stock-based compensation expense for RSUs. During the nine months ended September 30, 2024, 618,815 RSUs that vested were not issued due to the recipients' elections to defer the conversion into common stock. As of September 30, 2024, there were 625,172 RSUs which had vested, but were not yet issued due to the recipients' elections.

Performance Stock Unit ("PSU") Activity

The Company granted 1,372,188 PSUs during the second quarter of 2024 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 nine months ended September 30, 2024:


	Number of PSUs	Weighted average grant date fair value
Balance, December 31, 2023	921,182	$	1.77
Granted	1,372,188	$	0.99
Vested	(180,298)	$	1.77
Forfeited	(809,604)	$	1.70
Balance, September 30, 2024	1,303,468	$	0.99

During the nine months ended September 30, 2024, the PSU forfeitures were due to employee terminations and performance conditions that were not satisfied, while PSU vests were from awards granted in the prior year. The majority of the PSUs outstanding as of December 31, 2023 were forfeited during the first quarter of 2024, as a result of not meeting certain performance conditions. As of September 30, 2024, total unamortized stock-based compensation cost related to unvested PSUs was $574 and the weighted-average period over which the compensation is expected to be recognized is less than one-year. For the three and nine months ended September 30, 2024, the Company recognized $238 and $623, respectively, of total stock-based compensation expense for PSUs.

Stock Options

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

There were no stock options granted or exercised during the nine months ended September 30, 2024. The following table summarizes the stock option activity for the nine months ended September 30, 2024:


	Number	Weighted average exercise price		Weighted average grant date fair value		Weighted average remaining contractual term (years)
Outstanding as of December 31, 2023	571,359	$	9.47	$	2.01	3.69
Cancelled	(161,113)	$	8.92	$	1.17
Forfeited	(1,229)	$	11.06	$	9.89
Outstanding as of September 30, 2024	409,017	$	9.68	$	2.32	3.98
Options exercisable as of September 30, 2024	398,116	$	9.64	$	2.12	3.92
Vested and expected to vest as of September 30, 2024	409,017	$	9.68	$	2.32	3.98

The following table summarizes the unvested stock option activity for the nine months ended September 30, 2024:


	Number	Weighted average grant date fair value
Unvested as of December 31, 2023	16,674	$	12.15
Vested	(4,544)	$	18.21
Forfeited	(1,229)	$	9.89
Unvested as of September 30, 2024	10,901	$	9.89

As of September 30, 2024, total compensation cost related to unvested options not yet recognized was $18 and the weighted-average period over which the compensation is expected to be recognized is less than one-year. For the three and nine months ended September 30, 2024, the Company recognized $25 and $85, respectively, of total stock-based compensation expense for stock options.

LEASES (Tables)

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

Schedule of Assets And Liabilities, Lessee

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


	Balance Sheet Classification	September 30, 2024		December 31, 2023
Lease assets
Operating lease assets	Operating lease right-of-use assets	$	45,723	$	54,494
Finance lease assets	Property, plant and equipment, net	7,467		9,315
Total lease assets		$	53,190	$	63,809

Lease liabilities
Current:
Operating leases	Current portion of operating lease liabilities	$	7,689	$	8,336
Finance leases	Current portion of finance lease liabilities	455		954
Noncurrent:
Operating leases	Long-term operating lease liabilities	40,420		47,506
Finance leases	Long-term finance lease liabilities	7,956		8,734
Total lease liabilities		$	56,520	$	65,530

Schedule of Lessee, Operating Lease, Liability, Maturity

The aggregate future minimum lease payments under long-term non-cancelable operating and finance leases with terms greater than one year as of September 30, 2024 are as follows:


	Operating		Finance
For the period of October 1, 2024 to December 31, 2024	$	2,416	$	218
Year ending December 31,
2025	9,543		885
2026	8,848		851
2027	8,943		853
2028	8,387		806
2029 and thereafter	16,819		8,039
Total lease payments	54,956		11,652
Less portion representing interest	(6,847)		(3,241)
Total principal	48,109		8,411
Less current portion	(7,689)		(455)
Long-term portion	$	40,420	$	7,956

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Statement of Comprehensive Income [Abstract]
Net loss	$ (13,146)	$ (19,884)	$ (49,204)	$ (49,598)
Other comprehensive loss:
Foreign currency translation gain (loss)	480	(1,686)	(590)	(146)
Total comprehensive loss	$ (12,666)	$ (21,570)	$ (49,794)	$ (49,744)

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

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

+ References

+ Details

RESTRUCTURING AND ASSET DISPOSITIONS

9 Months Ended

Sep. 30, 2024

Restructuring and Related Activities [Abstract]

RESTRUCTURING AND ASSET DISPOSITIONS

Restructuring

The Company began a restructuring plan (the "Restructuring Plan") in 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. During the three months ended September 30, 2023, the Company recorded a net restructuring benefit of $243 for the first phase of the Restructuring Plan, primarily due to reversing an immaterial restructuring accrual. During the nine months ended September 30, 2023, the Company recorded net pre-tax charges of $1,956, which were primarily related to the relocation and termination of certain facilities in Canada, partially offset by the aforementioned restructuring benefit. The Company incurred $0 and $744 of non-cash charges during the three and nine months ended September 30, 2023, respectively, relating to asset dispositions and write-downs. Total costs incurred relating to this first phase of the Restructuring Plan, from its inception in 2022 to its completion in 2023, were (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. During the three and nine months ended September 30, 2023, the Company recorded pre-tax restructuring charges of $7,846 for the second phase, relating primarily to non-cash raw material inventory write-downs as the Company plan to sell these assets and reduce storage space within certain manufacturing facilities. These restructuring charges were recorded within Cost of goods sold on the condensed consolidated statements of operations, and subject to significant estimate. During the three and nine months ended September 30, 2024, the Company recorded pre-tax restructuring charges of $656 and $1,721, respectively, for the second phase, relating primarily to cash charges associated with the consolidation and closure of U.S. manufacturing facilities including termination and disposal costs associated with inventory, facilities, and headcount reductions. The non-cash charges consist of fixed asset and inventory write-downs. Of the $656 and $1,721 recorded charges, $577 and $1,558, was recorded within Cost of goods sold on the condensed consolidated statements of operations during the three and nine months ended September 30, 2024, respectively. The Company recorded $79 and $163 within SG&A expenses on the condensed consolidated statements of operations during the three and nine months ended September 30, 2024, respectively. Total costs incurred relating to this second phase of the Restructuring Plan, from its commencement in 2023 through September 30, 2024, were (i) $9,383 of non-cash charges relating primarily to inventory markdowns of durable equipment products, and (ii) $1,524 of cash charges relating primarily to the consolidation of U.S. manufacturing facilities including termination and disposal costs associated with inventory, facilities, and headcount reductions.

In total for both phases of the Restructuring Plan, the Company recorded $7,444 and $9,401 of restructuring charges within Cost of goods sold on the consolidated statements of operations for the three and nine months ended September 30, 2023, respectively. The Company also recorded $159 and $401 of restructuring charges within Selling, general and administrative ("SG&A") expenses on the consolidated statements of operations for the three and nine months ended September 30, 2023, respectively.


	Three Months Ended September 30, 2024
Restructuring Accruals as of June 30, 2024	$	309
Expense	453
Cash Payments	(607)
Restructuring Accruals as of September 30, 2024	$	155


	Nine Months Ended September 30, 2024
Restructuring Accruals as of December 31, 2023	$	187
Expense	1,205
Cash Payments	(1,237)
Restructuring Accruals as of September 30, 2024	$	155


	Three Months Ended September 30, 2023
	Phase 1		Phase 2
Restructuring Accruals as of June 30, 2023	$	493	$	—
(Reversal) Expense	(243)		150
Cash Payments	(225)		—
Restructuring Accruals as of September 30, 2023	$	25	$	150


	Nine Months Ended September 30, 2023
	Phase 1		Phase 2
Restructuring Accruals as of December 31, 2022	$	696	$	—
Expense	1,213		150
Cash Payments	(1,884)		—
Restructuring Accruals as of September 30, 2023	$	25	$	150

Refer to Item 2. 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.

Asset Disposition

On May 10, 2024, in connection with the Company's restructuring of its durable manufacturing operations, the Company entered into an agreement (the “Purchase Agreement”) with CM Fabrication, LLC (the “Buyer”) to sell assets relating to the production of Innovative Growers Equipment ("IGE") durable equipment products for $8,660 (the “Asset Sale”) and retain the proprietary brand and customer relationships. The Asset Sale closed on May 31, 2024, and the Company continues to sell its IGE branded durable products, including horticulture benches, racking and LED lighting systems. In connection with the transaction, the Company entered into an exclusive supply agreement with the Buyer to provide for contract manufacturing, which is expected to yield a more efficient cost model.

Assets and liabilities that were sold, disposed or terminated in connection with the Asset Sale included $11,616 of inventories, $3,721 of property, plant and equipment, technology intangible assets of $2,573, and other net liabilities of $90. The Company paid cash to terminate the facility operating lease for $1,275 and certain equipment finance leases for $668. The Company incurred an estimated $417 of transaction costs, including legal fees and other transaction-related expenses. The Company recorded a Loss on asset disposition of $11,520 on the condensed consolidated statements of operations for the nine months ended September 30, 2024, which included the aforementioned assets and liabilities derecognized, and operating and finance lease termination payments. The Company estimated the amount of cash proceeds associated with the sale of inventories as $4,960 and property, plant and equipment as $3,700, and classified the amounts within net cash from operating activities and investing activities, respectively, on the condensed consolidated statements of cash flows for the nine months ended September 30, 2024.

Pursuant to requirements in the Company's Revolving Credit Facility, consent was obtained from JPMorgan Chase Bank, N.A., as administrative agent to permit the Asset Sale. The Company intends to reinvest the net proceeds from the Asset Sale into certain permitted investments, such as capital expenditures, in accordance with provisions of the Term Loan.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which was filed as Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed with the SEC on August 8, 2024.

Assets Held for Sale

During the second quarter of 2024, the Company entered into an agreement to sell approximately 20 acres of the 140 acres of excess owned land at the Goshen, New York location. The transaction is expected to close in the second half of 2024. The estimated sale price less costs to sell are consistent with the carrying value of the land, and therefore no estimated gain or loss was recorded in the three and nine months ended September 30, 2024. The $470 carrying value of the land has been reclassified from "Property, plant and equipment, net" to "Assets held for sale" on the Company's condensed consolidated balance sheet at September 30, 2024.

DEBT

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

DEBT

Debt is comprised of the following:


	September 30, 2024		December 31, 2023
Term Loan - Principal	$	119,610	$	122,500
Term Loan - Unamortized discount and deferred financing costs	(3,623)		(4,259)
Term Loan - Net of unamortized discount and deferred financing costs	115,987		118,241
Other	151		160
Total debt	$	116,138	$	118,401

Current portion of long-term debt	$	1,318	$	2,989
Long-term debt - net of unamortized discount and deferred financing costs of $3,623 and $4,259 as of September 30, 2024, and December 31, 2023, respectively	114,820		115,412
Total debt	$	116,138	$	118,401

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 Condensed Consolidated Statements of Operations during 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 the 2023 Annual Report. 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 three months ended September 30, 2024, the effective interest rate was 11.77% and interest expense was $3,552, which includes amortization of deferred financing costs and discount of $179. For the nine months ended September 30, 2024, the effective interest rate was 11.86% and interest expense was $10,734, which includes amortization of deferred financing costs and discount of $571.

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, reduced pro-rata by any additional payments made, 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) certain asset sales that are collateral, or (iii) upon the issuance, offering, or placement of new debt obligations. As described in Note 7 – 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 prepaid the Term Loan in this amount in the first quarter of 2024. In addition, the Company had $2,187 of contractual commitments pursuant to this provision as of December 31, 2023. As of September 30, 2024, the Company has satisfied this provision through a combination of payments made pursuant to the contractual commitments and an additional $300 repayment of the Term Loan. As described in Note 3 – Restructuring and Asset Dispositions, the Company sold assets for $8,660 in May 2024. The net cash proceeds from this transaction are subject to the same Term Loan reinvestment provision described above, including (i) cash investments made within a one-year period, and (ii) investments which are contractually committed within one-year of the Asset Sale and paid within 180 days after entering into such contractual commitment. 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 September 30, 2024, and December 31, 2023, the outstanding principal balance on the Term Loan was $119,610 and $122,500, 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 September 30, 2024. 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. On November 1, 2024, the Company and certain of its subsidiaries entered into a sixth amendment (the “Sixth Amendment”) to the Revolving Credit Facility which reduced the maximum commitment amount under the Revolving Credit Facility to $35,000.

The unamortized debt discount and deferred financing costs were $376 and $538 as of September 30, 2024, and December 31, 2023, respectively, and are included in other assets in the condensed consolidated balance sheets. 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 ($55,000 as of September 30, 2024), 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 September 30, 2024, 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, or the CBFR. 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 September 30, 2024, and December 31, 2023, the Company had zero borrowed under the facility. As of September 30, 2024, the Company would be able to borrow approximately $17 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 $151 and $160 as of September 30, 2024, and December 31, 2023, respectively, was primarily comprised of a foreign subsidiary's other debt which constitutes an immaterial revolving line of credit and mortgage.

Aggregate future principal payments

As of September 30, 2024, the aggregate future principal payments under long-term debt are as follows:


	Debt
For the period of October 1, 2024 to December 31, 2024	$	371
Year ending December 31,
2025	1,250
2026	1,250
2027	1,250
2028	115,640
2029 and thereafter	—
Total	$	119,761

- 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 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 8: 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 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(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/470/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

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

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

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

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

+ Details

INTANGIBLE ASSETS, NET

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS, NET

Intangible assets, net comprised the following:


	September 30, 2024						December 31, 2023
	Gross Carrying Amount		Accumulated Amortization		Net Book Value		Gross Carrying Amount		Accumulated Amortization		Net Book Value
Finite-lived intangible assets:
Computer software	$	9,329	$	(8,590)	$	739	$	9,325	$	(8,357)	$	968
Customer relationships	99,805		(37,393)		62,412		99,805		(31,883)		67,922
Technology, formulations and recipes	110,381		(31,074)		79,307		114,181		(25,124)		89,057
Trade names and trademarks	131,493		(21,759)		109,734		131,493		(16,740)		114,753
Other	4,782		(4,517)		265		4,802		(4,422)		380
Total finite-lived intangible assets, net	355,790		(103,333)		252,457		359,606		(86,526)		273,080
Indefinite-lived intangible asset:
Trade name	2,801		—		2,801		2,801		—		2,801
Total Intangible assets, net	$	358,591	$	(103,333)	$	255,258	$	362,407	$	(86,526)	$	275,881

Amortization expense related to intangible assets was $5,942 and $18,062 for the three and nine months ended September 30, 2024, respectively. Amortization expense related to intangible assets was $6,180 and $18,272 for the three and nine months ended September 30, 2023, respectively.

In conjunction with the Asset Sale, the Company disposed of technology intangible assets with a net book value of $2,573. Refer to Note 3 – Restructuring and Asset Dispositions for further details.

The following are the estimated useful lives and the weighted-average amortization period remaining as of September 30, 2024, for the major classes of finite-lived intangible assets:


	Useful lives	Weighted-average amortization period remaining
Computer software	3 to 5 years	2 years
Customer relationships	7 to 18 years	9 years
Technology, formulations and recipes	8 to 12 years	9 years
Trade names and trademarks	15 to 20 years	16 years

The estimated aggregate future amortization expense for intangible assets subject to amortization as of September 30, 2024, is summarized below:


	Estimated Future Amortization Expense
For the period of October 1, 2024 to December 31, 2024	$	5,971
Year ending December 31,
2025	23,859
2026	23,576
2027	23,432
2028	22,710
2029 and thereafter	152,909
Total	$	252,457