Flash Sports & Media Holdings, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES DISCLOSURE CONTROLS AND PROCEDURES Our management, with the participation of our CEO and CFO, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Report. These controls are designed to ensure that information required to be disclosed in the reports we file or submit pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our CEO and CFO to allow timely decisions regarding required disclosure. Based on this evaluation, our CEO and CFO have concluded that our disclosure controls and procedures were effective as of December 31, 2022, at reasonable assurance levels. We believe that our financial statements presented in this Report fairly present, in all material respects, our financial position, results of operations, and cash flows for all periods presented herein. Our management, including our CEO and CFO, does not expect that our disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdown can occur because of simple error or mistake. In particular, many of our current processes rely upon manual reviews and processes to ensure that neither human error nor system weakness has resulted in erroneous reporting of financial data. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting during our fiscal year ended December 31, 2022, which were identified in conjunction with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. MANAGEMENT REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act. Those rules define internal control over financial reporting as a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: • Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; • Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and the receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and • Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of the Company’s assets that could have a material effect on the financial statements. 36 Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2022 and concluded that the Company’s internal control over financial reporting was effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. In making this assessment, our management used the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). This Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this Report. ITEM 9B. OTHER INFORMATION None. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 37 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Information concerning our directors and officers is incorporated by reference to our Definitive Proxy Statement on Schedule 14A to be filed with the SEC within 120 days after the end of our fiscal year. ITEM 11. EXECUTIVE COMPENSATION Information concerning our directors and officers is incorporated by reference to our Definitive Proxy Statement on Schedule 14A to be filed with the SEC within 120 days after the end of our fiscal year. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Information concerning our directors and officers is incorporated by reference to our Definitive Proxy Statement on Schedule 14A to be filed with the SEC within 120 days after the end of our fiscal year. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE Information concerning our directors and officers is incorporated by reference to our Definitive Proxy Statement on Schedule 14A to be filed with the SEC within 120 days after the end of our fiscal year. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES Information concerning our directors and officers is incorporated by reference to our Definitive Proxy Statement on Schedule 14A to be filed with the SEC within 120 days after the end of our fiscal year. 38 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES. A list of financial statements filed herewith is contained is set forth on page F-1 of the financial statements that immediately follow the signature page of this Report and is incorporated by reference herein. The financial statement schedules have been omitted because they are not required, not applicable or the information has been included in our financial statements. The exhibits required by this Item are contained in the Exhibit Index beginning on the following page of this Annual Report on Form 10-K and are incorporated herein by reference. EXHIBIT INDEX Exhibit No. Exhibit Description 2.1 Stock Purchase Agreement (incorporated by reference to Exhibit 2.1 to Form 8-K filed June 28, 2021), by and between 2WR Entities, urban-gro, Inc. and urban-gro Architect Holdings, LLC. 3.1 Certificate of Incorporation of urban-gro, Inc. (incorporated by reference to Exhibit 3.3 to Form 8-K filed October 30, 2020). 3.2 Certificate of Amendment to Certificate of Incorporation of urban-gro, Inc. (incorporated by reference to Exhibit 3.1 to Form 8-K filed January 5, 2021). 3.3 Bylaws of urban-gro, Inc. (incorporated by reference to Exhibit 3.4 to Form 8-K filed October 30, 2020). 3.4 Amendment No. 1 to Bylaws of urban-gro, Inc. (incorporated by reference to Exhibit 3.1 to Form 8-K filed January 12, 2021). 4.1 Description of urban-gro, Inc.’s Common Stock. 10.1 Employment Agreement by and between urban-gro, Inc. and J ason T. Archer , dated January 12 , 202 3 . 10.2 Intellectual Property Purchase and Assignment Agreement between Edyza, Inc. and Registrant (incorporated by reference to Form S-1 Registration Statement filed on May 18, 2018) . 10.3 Business Lease between JW Properties, LLC and Registrant dated July 22, 2015 (incorporated by reference to Form S-1Registration Statement filed on May 18, 2018) . 10.4 Commercial Lease Agreement between Bravo Lighting, LLC and Registration (incorporated by reference to Form S-1 Registration Statement filed on May 18, 2018) . 10.5 Form of Common Stock Purchase Warrant issued to Michael Sandy Bank dated April 19, 2018 (incorporated by reference to Form S-1/A Registration Statement filed on July 11, 2018) . 10.6 Redemption Agreement with Total Grow Holdings LLC dated January 24, 2020 (incorporated by referenced to Form 8-K filed on January 30, 2020) . 10.7* Separation Agreement, dated as of March 20, 2020, by and between urban-gro, Inc. and Larry Dodson (incorporated by reference to Form 8-K filed on March 23, 2020) . 10.8* Form of Stock Option Agreement to be entered into on the Effective Date by and between urban-gro, Inc. and Larry Dodson (incorporated by reference to Form 8-K filed on March 23, 2020) . 10.9* urban-gro, Inc. 2019 Equity Incentive Plan (incorporated by reference to Form S-8 filed on August 27, 2019) . 10.10* Form of Deferred Shares Award Agreement (incorporated by reference to Exhibit 10.10 to Form 10-K filed on May 18, 2020). 39 Exhibit No. Exhibit Description 10.11 Letter Agreement, dated February 21, 2020, by and among urban-gro, Inc., urban-gro Canada Technologies Inc., Impact Engineering, Inc., the lenders party thereto, and Bridging Finance Inc., as administrative agent for the lenders. (incorporated by reference to Exhibit 10.11 to Form 10-K filed on May 18, 2020). 10.12 Promissory Note, dated October 18, 2018, between urban-gro, Inc. and Cloud9 Support Inc. (incorporated by reference to Exhibit 10.12 to Form 10-K filed on May 18, 2020). 10.13 Amendment to Promissory Note, dated May 20, 2019, between urban-gro, Inc. and Cloud9 Support Inc. (incorporated by reference to Exhibit 10.13 to Form 10-K filed on May 18, 2020). 10.14 Subordination Agreement, dated February 25, 2020, between urban-gro, Inc. and Cloud9 Support Inc. (incorporated by reference to Exhibit 10.14 to Form 10-K filed on May 18, 2020). 10.15 Promissory Note, dated February 21, 2020, between urban-gro, Inc. and Cloud9 Support Inc. (incorporated by reference to Exhibit 10.15 to Form 10-K filed on May 18, 2020). 10.16 First Amendment to Loan Agreement, dated as of September 4, 2020, by and among urban-gro, Inc., urban-gro Canada Technologies Inc., Impact Engineering, Inc. and Bridging Finance Inc. (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on November 3, 2020). 10.17 Agreement, dated as of September 18, 2020, by and between urban-gro, Inc. and George (Bob) Pullar (incorporated by reference to Exhibit 10.2 to Form 10-Q filed on November 3, 2020). 10.18* Employment Agreement, dated as of July 1, 2020, by and between urban-gro, Inc. and Bradley Nattrass (incorporated by reference to Exhibit 10.18 to Form S-1 filed on November 16, 2020) . 10.19* Employment Agreement, dated as of July 1, 2020, by and between urban-gro, Inc. and Richard Akright (incorporated by reference to Exhibit 10.19 to Form S-1 filed on November 16, 2020) . 10.20 Form of Amended and Restated Promissory Note (incorporated by reference to Exhibit 10.1 to Form 8-K filed on November 25, 2020). 10.21 Form of Amended and Restated Promissory Note (incorporated by reference to Exhibit 10.2 to Form 8-K filed on November 25, 2020). 10.22 Form of Convertible Promissory Note (incorporated by reference to Exhibit 10.3 to Form 8-K filed on November 25, 2020). 10.23 Form of Convertible Promissory Note (incorporated by reference to Exhibit 10.1 to Form 8-K filed on December 18, 2020). 21.1 S ubsidiaries of the Registrant. 23.1 Consent of BF Borgers CPA PC. 24.1 Power of Attorney (included on signature page). 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 . 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 . 32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 . 40 Exhibit No. Exhibit Description 101.INS Inline XBRL Instance Document. 101.SCH Inline XBRL Schema Document. 101.CAL Inline XBRL Calculation Linkbase Document. 101.DEF Inline XBRL Definition Linkbase Document. 101.LAB Inline XBRL Label Linkbase Document. 101.PRE Inline XBRL Presentation Linkbase Document. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). _____________________ * Denotes a management contract or compensatory plan or arrangement. ITEM 16. FORM 10-K SUMMARY None. 41 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report to be signed on its behalf by the undersigned thereunder duly authorized. URBAN-GRO, INC. Date: March 30, 2023 By: /s/ Bradley Nattrass Bradley Nattrass Chairperson of the Board of Directors and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Bradley Nattrass, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Bradley Nattrass Chairperson of the Board of Directors and Chief Executive Officer March 30, 2023 Bradley Nattrass (Principal Executive Officer) /s/ Richard A. Akright Chief Financial Officer March 30, 2023 Richard A. Akright (Principal Financial Officer) (Principal Accounting Officer) /s/ Lewis O. Wilks Director March 30, 2023 Lewis O. Wilks /s/ David Hsu Director March 30, 2023 David Hsu /s/ Sonia Lo Director March 30, 2023 Sonia Lo /s/ Anita Britt Director March 30, 2023 Anita Britt /s/ James Lowe Director March 30, 2023 James Lowe 42 INDEX TO FINANCIAL STATEMENTS Page No. Report of Independent Registered Accounting Firm (PCAOB ID NO: 5041 ) F- 2 C onsolidated Balance Sheets as of December 31, 202 2 and 202 1 F- 3 Consolidated Statements of Operations and C omprehensive Loss for the Years ended December 31, 202 2 and 202 1 F- 4 Consolidated Statement of Changes in Shareholders’ Equity for the Years ended December 31, 2022 and 2021 F- 5 Consolidated Statements of Cash Flows for the Y ears ended December 31, 202 2 and 202 1 F- 6 Notes to the Consolidated Financial Statements F- 8 F-1 Report of Independent Registered Public Accounting Firm To the shareholders and the Board of Directors of urban-gro, Inc. and subsidiaries Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of urban-gro, Inc. and subsidiaries (the "Company") as of December 31, 2022 and 2021, the related consolidated statements of operations and comprehensive loss, shareholders’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ BF Borgers CPA PC BF Borgers CPA PC (PCAOB ID 5041) We have served as the Company’s auditor since 2017. Lakewood, CO March 30, 2023 F-2 urban-gro, Inc. CONSOLIDATED BALANCE SHEETS As of December 31, 2022 2021 ASSETS Current assets: Cash $ 12,008,003 $ 34,592,190 Accounts receivable, net 15,380,292 13,125,685 Contract receivables 3,004,282 — Inventories 320,372 514,756 Prepaid expenses and other current assets 3,844,588 11,248,266 Total current assets 34,557,537 59,480,897 Non-current assets: Property and equipment, net 1,307,146 207,496 Operating lease right of use assets, net 2,618,825 689,704 Investments 2,559,307 4,210,358 Goodwill 15,572,050 7,992,121 Intangible assets, net 5,450,687 1,575,466 Total non-current assets 27,508,015 14,675,145 Total assets $ 62,065,552 $ 74,156,042 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 9,960,364 $ 6,066,896 Accrued expenses 3,196,961 3,878,278 Contract liabilities 1,294,452 — Customer deposits 2,571,161 13,345,451 Contingent consideration 2,799,287 1,563,000 Promissory note 3,832,682 — Operating lease liabilities 600,816 152,459 Total current liabilities 24,255,723 25,006,084 Non-current liabilities: Operating lease liabilities 2,044,782 542,003 Deferred tax liability 1,033,283 440,625 Total non-current liabilities 3,078,065 982,628 Commitments and contingencies (note 12) Shareholders’ equity: Preferred stock, $ 0.10 par value; 10,000,000 shares authorized; 0 shares issued and outstanding — — Common stock, $ 0.001 par value; 100,000,000 shares authorized; 12,220,593 issued and 10,770,760 outstanding as of December 31, 2022, and 11,588,110 shares issued and 10,733,195 outstanding as of December 31, 2021 12,221 11,588 Additional paid-in capital 84,882,982 78,679,220 Treasury shares, cost basis: 1,449,833 shares as of December 31, 2022 and 854,915 as of December 31, 2021 ( 12,045,542 ) ( 7,683,490 ) Accumulated deficit ( 38,117,897 ) ( 22,839,988 ) Total shareholders’ equity 34,731,764 48,167,330 Total liabilities and shareholders’ equity $ 62,065,552 $ 74,156,042 The accompanying notes are an integral part of these consolidated financial statements F-3 urban-gro, Inc. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS For the Years Ended December 31, 2022 2021 Revenues: Equipment systems $ 33,333,574 $ 55,560,126 Services 12,862,308 5,043,764 Construction design-build 19,822,901 — Other 1,011,151 1,509,291 Total revenues and other income 67,029,934 62,113,181 Cost of revenues: Equipment systems 27,963,258 42,195,136 Services 6,225,634 4,051,229 Construction design-build 17,905,172 — Other 730,151 1,106,930 Total cost of revenues 52,824,215 47,353,295 Gross profit 14,205,719 14,759,886 Operating expenses: General and administrative 19,911,276 12,852,168 Stock-based compensation 2,571,785 1,840,913 Intangible asset amortization 1,059,779 271,549 Business development 3,299,864 — Total operating expenses 26,842,704 14,964,630 Loss from operations ( 12,636,985 ) ( 204,744 ) Non-operating income (expenses): Interest expense ( 54,579 ) ( 334,056 ) Interest expense – beneficial conversion of notes payable — ( 636,075 ) Interest income 329,012 23,566 Loss on extinguishment of debt — ( 790,723 ) Contingent consideration ( 436,905 ) — Impairment loss ( 2,660,933 ) — PPP loan forgiveness — 1,032,316 Other income (expense) ( 139,611 ) 34,049 Total non-operating income (expenses) ( 2,963,016 ) ( 670,923 ) Loss before income taxes ( 15,600,001 ) ( 875,667 ) Income tax benefit 322,092 — Net loss $ ( 15,277,909 ) $ ( 875,667 ) Comprehensive loss $ ( 15,277,909 ) $ ( 875,667 ) Loss per share – basic and diluted $ ( 1.44 ) $ ( 0.09 ) Weighted average shares – basic and diluted 10,610,841 10,020,301 The accompanying notes are an integral part of these consolidated financial statements F-4 urban-gro, Inc. CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY Common Stock Additional Paid in Capital Accumulated Deficit Treasury Stock Total Shareholders’ Equity Shares Amount Balance, December 31, 2020 4,718,714 $ 4,719 $ 14,553,438 $ ( 21,964,321 ) $ — $ ( 7,406,164 ) Stock-based compensation — — 1,840,913 — — 1,840,913 Beneficial conversion feature — — 636,075 — — 636,075 Conversion of bridge financing 254,425 254 1,907,971 — — 1,908,225 Common stock repurchased — — — — ( 7,683,490 ) ( 7,683,490 ) Stock issuance related to offering 6,210,000 6,210 57,345,005 — — 57,351,215 Stock issuance related to acquisition 202,066 202 1,999,798 — — 2,000,000 Stock issued in conversion of warrants 22,490 22 9,974 — — 9,996 Stock grant program vesting 118,366 119 ( 119 ) — — – Stock options exercised 62,049 62 386,165 — — 386,227 Net loss — — — ( 875,667 ) — ( 875,667 ) Balance, December 31, 2021 11,588,110 $ 11,588 $ 78,679,220 $ ( 22,839,988 ) $ ( 7,683,490 ) $ 48,167,330 Stock-based compensation — — 2,571,785 — 2,571,785 Common stock repurchased — — — — ( 4,362,052 ) ( 4,362,052 ) Stock issuance related to acquisition 555,390 555 3,603,258 — — 3,603,813 Stock issued in conversion of warrants 34,863 35 ( 35 ) — — — Stock grant program vesting 37,675 38 ( 38 ) — — — Stock options exercised 4,555 5 28,792 — — 28,797 Net loss — — — ( 15,277,909 ) — ( 15,277,909 ) Balance, December 31, 2022 12,220,593 $ 12,221 $ 84,882,982 $ ( 38,117,897 ) $ ( 12,045,542 ) $ 34,731,764 The accompanying notes are an integral part of these consolidated financial statements F-5 urban-gro, Inc. CONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended December 31, 2022 2021 Cash flows from operating activities: Net loss $ ( 15,277,909 ) $ ( 875,667 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 1,483,065 495,276 Deferred income tax benefit ( 322,092 ) — Loss on extinguishment of debt — 790,723 Stock-based compensation expense 2,571,785 1,840,913 Interest expense – beneficial conversion of notes payable — 636,075 Impairment loss 2,660,933 — Change in fair value of contingent consideration 436,905 — PPP loan forgiveness — ( 1,032,316 ) Other, net 54,858 209,363 Changes in operating assets and liabilities (net of acquired amounts): Accounts receivable ( 2,517,745 ) ( 10,547,883 ) Inventories 190,219 45,479 Prepayments and other assets 8,207,488 ( 8,063,663 ) Accounts payable and accrued expenses 1,087,807 6,472,004 Operating lease liability ( 413,770 ) — Customer deposits ( 10,774,290 ) 8,466,588 Net cash used in operating activities ( 12,612,746 ) ( 1,563,108 ) Cash flows from investing activities: Purchases of investments — ( 2,500,000 ) Purchases of property and equipment ( 580,347 ) ( 292,428 ) Acquisitions, net of cash acquired ( 3,871,452 ) ( 5,544,846 ) Net cash used in investing activities ( 4,451,799 ) ( 8,337,274 ) Cash flows from financing activities: Proceeds from issuance of common stock, net of offering costs 28,796 57,747,438 Repurchase of common stock ( 4,362,052 ) ( 7,683,490 ) Repayment of finance lease ROU liability ( 146,000 ) — Payments to settle contingent consideration ( 1,040,386 ) — Repayment of debt — ( 5,755,845 ) Net cash provided by (used in) financing activities ( 5,519,642 ) 44,308,103 Net change in cash ( 22,584,187 ) 34,407,721 Cash at beginning of period 34,592,190 184,469 Cash at end of period $ 12,008,003 $ 34,592,190 The accompanying notes are an integral part of these consolidated financial statements F-6 urban-gro, Inc. CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) For the Years Ended December 31, 2022 2021 Supplemental cash flow information: Cash paid for interest $ 28,147 $ 230,424 Net cash paid for income taxes $ 16,253 $ — Supplemental disclosure of non-cash investing and financing activities: Stock issued for acquisitions $ 3,603,813 $ 2,000,000 Operating lease right of use assets and liabilities extension $ 1,929,121 $ 600,815 The accompanying notes are an integral part of these consolidated financial statements F-7 urban-gro, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – ORGANIZATION AND ACQUISITIONS, BUSINESS PLAN, AND LIQUIDITY Organization urban-gro, Inc. ("we," "us," "our," the "Company," or "urban-gro") is an integrated professional services and design-build firm. We offer value-added architectural, engineering, and construction management solutions to the Controlled Environment Agriculture ("CEA"), industrial, healthcare, and other commercial sectors. Innovation, collaboration, and a commitment to sustainability drive our team to provide exceptional customer experiences. To serve our horticulture clients, we engineer, design and manage the construction of indoor CEA facilities and then integrate complex environmental equipment systems into those facilities. Through this work, we create high-performance indoor cultivation facilities for our clients to grow specialty crops, including leafy greens, vegetables, herbs, and plant-based medicines. Our custom-tailored approach to design, construction, procurement, and equipment integration provides a single point of accountability across all aspects of indoor growing operations. We also help our clients achieve operational efficiency and economic advantages through a full spectrum of professional services and programs focused on facility optimization and environmental health which establish facilities that allow clients to manage, operate and perform at the highest level throughout their entire cultivation lifecycle once they are up and running. Further, we serve a broad range of commercial and governmental entities, providing them with planning, consulting, architectural, engineering and construction design-build services for their facilities. We aim to work with our clients from the inception of their project in a way that provides value throughout the life of their facility. We are a trusted partner and advisor to our clients and offer a complete set of engineering and managed services complemented by a vetted suite of select cultivation equipment systems. Acquisitions DVO Effective October 31, 2022, the Company entered into an agreement with Dawson Van Orden, Inc. ("Seller" or "DVO") and DVO's shareholders (the "DVO Shareholders") to acquire substantially all of the operating assets and liabilities of DVO, a Texas-based engineering firm with significant experience in indoor CEA. The purchase price of $ 6.1 million, after working capital adjustments, was comprised of (i) $ 1.2 million in cash, (ii) a $ 3.8 million Seller's promissory note, and (iii) $ 1.1 million of the Company's common stock. The Seller's promissory note is to be paid out over four quarters beginning in January 2023. The purchase price excludes up to $ 1.1 million of contingent consideration earnout that may become payable to the sellers dependent on the continued employment of the DVO Shareholders. The contingent consideration earnout is payable in cash or shares of the Company's common stock at the discretion of the Company. The Company accounted for the acquisition as follows: Purchase price $ 6,072,366 Allocation of purchase price: Accounts receivable, net $ 1,134,909 Right of use asset $ 1,197,310 Property and equipment $ 229,058 Goodwill $ 3,444,926 Intangible assets $ 1,276,000 Accrued expenses $ ( 12,527 ) Right of use liability $ ( 1,197,310 ) Pro-forma disclosure of the DVO acquisition is not required as the historical results of DVO were not material to the Company's consolidated financial statements. Acquired goodwill from DVO represents the value expected to arise from organic growth and an opportunity to expand into a well-established market for the Company. F-8 Emerald Effective April 29, 2022, the Company acquired all of the issued and outstanding capital stock of Emerald Construction Management, Inc. ("Emerald") from its shareholders (the "Emerald Sellers"). The purchase price of $ 7.7 million, after working capital adjustments, was comprised of (i) $ 3.4 million in cash, (ii) $ 2.5 million of the Company’s common stock, and (iii) $ 1.8 million of estimated contingent consideration earnout payable to the Emerald Sellers over the term of the earnout. The Emerald Sellers may earn up to $ 2.0 million of total contingent consideration earnout based on the performance of Emerald during the two year period following the closing of the Emerald acquisition. The contingent consideration earnout is equal to 35 % of Emerald's quarterly gross profit and is payable quarterly in shares of the Company’s common stock with the value of such shares being determined based upon the volume-weighted average price ("VWAP") of the Company’s common stock in the ten trading days prior to the end of the applicable quarter for which the quarterly gross profit is calculated. The Company accounted for the acquisition as follows: Purchase price $ 7,671,557 Allocation of purchase price: Cash $ 622,641 Accounts receivable, net $ 2,666,811 Contract receivable $ 494,456 Prepayments and other assets $ 38,086 Property and equipment $ 403,008 Right of use asset $ 82,408 Goodwill $ 4,135,006 Intangible assets $ 3,659,000 Accrued expenses $ ( 2,361,302 ) Contract liabilities $ ( 1,071,399 ) Right of use liability $ ( 82,408 ) Deferred tax liability $ ( 914,750 ) The following pro-forma amounts reflect the Company’s results as if the acquisition of Emerald had occurred on January 1, 2021. These pro-forma amounts have been calculated after applying the Company’s accounting policies and adjusting the results of the acquisition to reflect the additional amortization of intangibles. For the Years Ended December 31, 2022 2021 Revenue $ 78,711,382 $ 88,251,443 Net loss $ ( 13,268,226 ) $ ( 1,694,783 ) Acquired goodwill from Emerald represents the value expected to arise from organic growth and an opportunity to expand into a well-established market for the Company. F-9 2WR Effective July 30, 2021, the Company acquired three affiliated architecture design companies (the "2WR Entities") from their selling shareholders (the "2WR Sellers"). In connection with the acquisition of the 2WR Entities, the Company entered into an affiliate relationship with a fourth architecture design company owned by one of the 2WR Sellers. The purchase price of $ 10.1 million, after working capital adjustments, was comprised of the following: (i) $ 6.5 million in cash, (ii) $ 2.0 million of the Company's common stock, and (iii) $ 1.6 million of estimated contingent earnout payable to the 2WR Sellers over the term of the earnout. The agreement included up to $ 2.0 million of total contingent consideration earnout based on the performance of the 2WR Entities payable to the 2WR Sellers. Based on the performance of the 2WR Entities since the time of the acquisition, in the fourth quarter of 2022, the Company agreed to pay the remaining $ 0.4 million contingent consideration earnout. This resulted in the Company recording additional contingent consideration expense of $ 0.4 million related to the acquisition in the fourth quarter of 2022. The Company accounted for the acquisition as follows: Purchase price $ 10,058,536 Allocation of purchase price: Cash $ 950,690 Accounts receivable, net $ 1,676,208 Prepayments and other assets $ 42,752 Property and equipment $ 9,351 Goodwill $ 7,090,054 Intangible assets $ 1,762,500 Accrued expenses $ ( 1,032,394 ) Deferred tax liability $ ( 440,625 ) The following pro-forma amounts reflect the Company’s results as if the acquisition of the 2WR Entities had occurred on January 1, 2020. These pro-forma amounts have been calculated after applying the Company’s accounting policies and adjusting the results of the acquisition to reflect the additional amortization of intangibles. For the Years Ended December 31, 2022 2021 Revenue 67,029,934 66,802,623 Net income (loss) ( 14,327,334 ) 196,595 Acquired goodwill from the 2WR Entities represents the value expected to arise from organic growth and an opportunity to expand into a well-established market for the Company. Liquidity and Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business within one year after the date the consolidated financial statements are available to be issued. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation, Principles of Consolidation and Business Combinations These consolidated financial statements include the accounts of urban-gro, Inc. and its wholly owned subsidiaries. They are presented in United States dollars and have been prepared in accordance with U.S. GAAP. On December 31, 2020, we effected a 1-for-6 reverse stock split with respect to our common stock. All share and per share information in these consolidated financial statements give effect to this reverse stock split. Acquisitions of businesses are accounted for using the acquisition method of accounting (Accounting Standards Codification 805-10-225). The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the F-10 acquisition date fair values of the assets transferred, liabilities incurred to the former owners of the acquired entities and the equity interests issued in exchange for control of the acquired entities. Acquisition related costs are recognized in net income (loss) as incurred. Use of Estimates In preparing consolidated financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of assets and liabilities at the date of the consolidated financial statements and revenues and expenses during the reported periods. Actual results could differ from those estimates. Significant estimates include estimated revenues earned under percentage of completion construction contracts, professional service contracts, estimated useful lives and potential impairment of long-lived assets and goodwill, inventory write-offs, allowance for deferred tax assets and deferred tax liabilities, and allowance for bad-debt. Reclassification Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. Balance Sheet Classifications The Company includes in current assets and liabilities the following amounts that are in connection with construction contracts that may extend beyond one year: contract assets and contract liabilities (including retainage invoiced to customers contingent upon anything other than the passage of time), capitalized costs to fulfill contracts, retainage payable to sub-contractors and accrued losses on uncompleted contracts. A one-year time period is used to classify all other current assets and liabilities when not otherwise prescribed by the applicable accounting principles. Contract Assets and Liabilities The timing between when Company collects cash from its construction design-build customers can create a contract asset or contract liability. Please refer to Note 3 - Revenue from Contracts with Customers for further discussion of the Company's contract assets and liabilities. Functional and Reporting Currency and Foreign Currency Translation The functional and reporting currency of the Company and its subsidiaries is US dollars. All transactions in currencies other than US dollars are translated into US dollars on the date of the transaction. Any exchange gains and losses related to these transactions are recognized in the current period earnings as other income (expense). Fair Value of Financial Instruments The Company’s financial instruments consist principally of cash, accounts receivable, accounts payable, promissory note and other current assets and liabilities. We value our financial assets and liabilities using fair value measurements. Fair value is based on 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. Assets and liabilities measured at fair value are categorized based on whether the inputs are observable in the market and the degree that the inputs are observable. The categorization of financial instruments within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The hierarchy is prioritized into three levels (with Level 3 being the lowest) defined as follows: • Level 1: Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. • Level 2: Observable inputs other than prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated with observable market data. • Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies, and similar techniques that use significant unobservable inputs. F-11 The carrying amount of our cash, accounts receivable, accounts payable, promissory note, and other current assets and liabilities in our consolidated financial statements approximates fair value because of the short-term nature of the instruments as of December 31, 2022 and 2021. Investments in non-marketable equity securities are carried at cost less other-than-temporary impairments as of December 31, 2022 and 2021. There have been no changes in Level 1, Level 2, and Level 3 categorizations and no changes in valuation techniques for these assets or liabilities for the years ended December 31, 2022 and 2021. Cash The Company considers all highly liquid short-term cash investments with an original maturity of three months or less to be cash equivalents. As of December 31, 2022 and 2021, the Company did not maintain any cash equivalents. The Company maintains cash with financial institutions that may from time to time exceed federally-insured limits. The Company has not experienced any losses related to these balances and believes the risk to be minimal. There are no restricted or compensating cash balances as of December 31, 2022. Accounts Receivable, Net Trade Accounts Receivable Trade accounts receivables are carried at the original invoiced amounts less an allowance for doubtful accounts. As of December 31, 2022 and 2021, the balance of allowance for doubtful accounts was $ 103,653 and $ 51,203 , respectively. The allowance for doubtful accounts is calculated based on a detailed review of certain individual customer accounts and an estimation of the overall economic conditions affecting the Company’s customer base. The Company reviews a customer’s credit history before extending credit to the customer. If the financial condition of its customers were to deteriorate, resulting in an impairment of their ability to make payments, additions to the allowance would be required. A provision is made against accounts receivable to the extent they are considered unlikely to be collected. Occasionally, the Company will write off bad-debt directly to the bad-debt expense account when the balance is determined to be uncollectible. Bad-debt expense for the years ended December 31, 2022 and 2021 was $ 110,000 and $ 75,137 , respectively. Non-trade Accounts Receivable Non-trade accounts receivable consist of amounts due to the Company outside of our normal operating business. As of December 31, 2022 and 2021, the Company had a total of $ 2,914,112 and $ 5,103,132 of non-trade accounts receivable, respectively. As of December 31, 2022, non-trade accounts receivables was comprised of miscellaneous non-trade accounts receivables totaling $ 514,112 and non-trade accounts receivable related to litigation involving fraudulent wire transactions of $ 2,400,000 . As of December 31, 2021, non-trade accounts receivable was comprised of amounts related to litigation involving fraudulent wire transactions of $ 5,103,132 . On March 27, 2023, the Company entered into an agreement to settle this litigation and received a cash payment of $ 2,400,000 on March 27, 2023. In connection with this settlement, the Company recorded an impairment in the fourth quarter of 2022 of $ 950,576 . The following table summarizes the changes in non-trade accounts receivable related to the fraudulent wire transactions for the years ended December 31, 2022 and 2021: For the Years Ended December 31, 2022 2021 Beginning fraudulent wire receivable $ 5,103,132 $ — Additions — 5,103,132 Payments received ( 1,752,556 ) — Impairment recorded upon settlement ( 950,576 ) — Ending fraudulent wire receivable $ 2,400,000 $ 5,103,132 F-12 Inventories Inventories, consisting entirely of finished goods, are stated at the lower of cost or net realizable value, with cost determined using the weighted average cost method. The Company periodically reviews the value of items in inventory and provides write-downs or write-offs of inventory based on its assessment of market conditions. Write-downs and write-offs are charged to cost of goods sold at the realization of change in value. Once written down, inventories are carried at this lower basis until sold or scrapped. Property, Plant, and Equipment, net Property and equipment is stated at cost less accumulated depreciation and impairment. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment is retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The Company uses other depreciation methods (generally accelerated) for tax purposes where appropriate. No impairment charges were recorded for the years ended December 31, 2022 and 2021. The estimated useful lives for significant property and equipment categories are as follows: Computer and technology equipment 3 years Furniture and equipment 5 years Leasehold improvements Lease term Vehicles 3 years Other equipment 3 or 5 years Software 3 years Operating Lease Right of Use Assets Operating lease right of use assets are stated at cost less accumulated depreciation, amortization and impairment. The Company has various operating and finance equipment and office leases with an imputed annual interest rate of 8 %. Intangible Assets The Company’s intangible assets, consist of legal fees for application of patents and trademarks, as well as customer relationships, trademarks and trade names and backlog from the acquisitions of DVO, 2WR and Emerald. Our patents and trademarks are recorded at cost, while the intangibles from our acquisitions are recorded at fair value and are amortized using the straight-line method over an estimated life, generally 5 years for patents, 5 years for trademarks and trade names, 7 years for customer relationships, and 1 year for backlog. Intangible assets are reported in the "Intangible Asset" line on the balance sheet. Goodwill Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business combination. Goodwill is not amortized but is tested for impairment annually and at any time when events or circumstances suggest impairment may have occurred. The testing for impairment consists of a comparison of the fair value of the reporting unit with its carrying amount. If the carrying amount of the reporting unit, including goodwill, exceeds the fair value, an impairment will be recognized equal to the difference between the carrying value of the reporting unit’s goodwill and the implied fair value of the goodwill. In testing goodwill for impairment, we determine the estimated fair value of our reporting units based upon a discounted future cash flow analysis. Goodwill, trade names and patents are our only indefinite-lived intangible assets. Definite-lived intangible assets are amortized using the straight-line method over the shorter of their contractual term or estimated useful lives. Impairment of Long-lived Assets The Company evaluates potential impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. An impairment will be recognized as the amount by which the carrying amount of a long-lived asset exceeds its fair value. F-13 Investments Investments without readily determinable fair values and for which the Company does not have the ability to exercise significant influence are accounted for at cost with adjustments for observable changes in prices or impairments. Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, which requires that five basic steps be followed to recognize revenue: (1) a legally enforceable contract that meets criteria standards as to composition and substance is identified; (2) performance obligations relating to provision of goods or services to the customer are identified; (3) the transaction price, with consideration given to any variable, noncash, or other relevant consideration, is determined; (4) the transaction price is allocated to the performance obligations; and (5) revenue is recognized when control of goods or services is transferred to the customer with consideration given to whether that control happens over time or not. Determination of criteria (3) and (4) are based on judgments regarding the fixed nature of the selling prices of the services and products delivered and the collectability of those amounts. The Company derives revenue predominately from the sale of equipment systems, services, construction design-build, and from other various immaterial contracts with customers. Please refer to Note 3 - Revenue from Contracts with Customers for additional discussion. Customer Deposits For equipment systems contracts, the Company’s policy is to collect deposits from customers at the beginning of the contract. Please refer to Note 3 - Revenue from Contracts with Customers for further discussion of the Company's customer deposits. Cost of Revenues The Company’s policy is to recognize cost of revenues in the same manner as, and in conjunction with, revenue recognition. The Company’s cost of revenues includes the costs directly attributable to revenue recognized and includes expenses related to the purchasing of products and providing services, costs related to construction design-build contracts, fees for third-party commissions, and shipping costs. Total shipping costs included in the cost of revenues for the years ended December 31, 2022 and 2021 were $ 893,517 and $ 1,253,506 , respectively. Advertising Costs The Company expenses advertising costs in the periods the costs are incurred. Prepayments made under contracts are included in prepaid expenses and expensed when the advertisement is run. Total advertising expense incurred for the years ended December 31, 2022 and 2021 was $ 504,738 and $ 263,609 , respectively. Stock-Based Compensation The Company periodically issues shares of its common stock and stock options to employees, directors, and consultants in non-capital raising transactions for fees and services. The Company accounts for stock grants and stock options issued to employees and directors with the award being measured at its fair value at the date of grant and amortized ratably over the vesting period. The Company accounts for stock issued to consultants with the value of the stock compensation based upon the measurement date as determined at the grant date of the award. Beneficial Conversion Feature of Convertible Notes The Company accounted for its convertible notes at issuance by allocating the proceeds received from a convertible note among freestanding instruments according to ASC 470, Debt, based upon their relative fair values. The fair value of debt and common stock was determined based on the closing price of the common stock on the date of the transaction, and the fair value of warrants was determined using the Black-Scholes option-pricing model. Convertible notes were subsequently carried at amortized cost. The fair value of the warrants is recorded as additional paid-in capital, with a corresponding amount recorded as a debt discount from the face amount of the convertible note. Each convertible note was analyzed for the existence of a beneficial conversion feature ("BCF"), defined as the fair value of the common stock at the commitment date for the convertible note, less the effective conversion price. BCFs were recognized at their intrinsic value, and recorded as an increase to additional paid-in capital, with a corresponding reduction in the carrying amount of the convertible note (as a debt discount from the face amount of the convertible note). The discounts on the convertible notes, consisting of amounts ascribed to warrants and beneficial conversion features, is amortized to interest expense, F-14 using the effective interest method, over the terms of the related convertible notes. BCFs that are contingent upon the occurrence of a future event are recorded when the contingency is resolved. Warrants The Company estimates the fair value of warrants at the respective balance sheet dates using the Black-Scholes option-pricing model based on the estimated market value of the underlying common stock at the valuation measurement date, the remaining contractual term, risk-free interest rate, and expected volatility of the price of the underlying common stock. There is a moderate degree of subjectivity involved when using option pricing models to estimate the warrants and the assumptions used in the Black-Scholes option-pricing model are moderately judgmental. Income Taxes The Company files income tax returns in the United States, Canada, and the Netherlands, and state and local tax returns in applicable jurisdictions. Provisions for current income tax liabilities, if any, would be calculated and accrued on income and expense amounts expected to be included in the income tax returns for the current year. Income taxes reported in earnings, if any, would also include deferred income tax provisions. Deferred income tax assets and liabilities, if any, would be computed on differences between the financial statement bases of assets and liabilities at the enacted tax rates. Changes in deferred income tax assets and liabilities would be included as a component of income tax expense. The effect on deferred income tax assets and liabilities attributable to changes in enacted tax rates would be charged or credited to income tax expense in the period of enactment. Valuation allowances would be established for certain deferred tax assets when realization is not likely. Assets and liabilities would be established for uncertain tax positions taken or positions expected to be taken in income tax returns when such positions, in the judgment of the Company, do not meet a more-likely-than-not threshold based on the technical merits of the positions. Valuation allowances would be established for certain deferred tax assets when realization is not likely. Loss per Share The Company computes net loss per share by dividing net loss available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share would be computed by dividing net loss by the weighted-average of all potentially dilutive shares of common stock that were outstanding during the periods presented. The diluted earnings per share calculation is not presented as it results in an anti-dilutive calculation of net loss per share. The treasury stock method would be used to calculate diluted earnings per share for potentially dilutive stock options and share purchase warrants. This method assumes that any proceeds received from the exercise of in-the-money stock options and share purchase warrants would be used to purchase common shares at the average market price for the period. Recently Issued Accounting Pronouncements From time to time, the Financial Accounting Standards Board (the "FASB") or other standards setting bodies issue new accounting pronouncements. The FASB issues updates to new accounting pronouncements through the issuance of an Accounting Standards Update ("ASU"). Unless otherwise discussed, the Company believes that the impact of recently issued guidance, whether adopted or to be adopted in the future, is not expected to have a material impact on the Company’s financial statements upon adoption. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). This update replaces the incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. This adoption of this update had no impact to the Company's consolidated financial statements. In August 2020, the FASB issued ASU 2020-06—Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting For Convertible Instruments and Contracts in an Entity’s Own Equity. ASU 2020-06 simplifies accounting for convertible instruments by removing major separation models required under historical U.S. GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. ASU 2020-06 also simplifies the diluted net income per share calculation in certain areas. The adoption of this update had no impact to the Company's consolidated financial statements. F-15 There are other various updates recently issued by the FASB, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. Management has reviewed all other recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on the Company's financial condition or the results of our operations. NOTE 3 – REVENUE FROM CONTRACTS WITH CUSTOMERS The Company recognizes revenue predominantly from the sale of equipment systems, services, construction design-build, and from other various immaterial contracts with customers from its CEA and Commercial sectors. The table below presents the revenue by source for the years ended December 31, 2022 and 2021: For the year ended December 31, 2022 CEA Commercial Total Relative Percentage Equipment systems $ 33,333,574 $ — $ 33,333,574 50 % Services 8,016,433 4,845,875 12,862,308 19 % Construction design-build 1,664,538 18,158,363 19,822,901 30 % Other 1,011,151 — 1,011,151 2 % Total revenues and other income $ 44,025,696 $ 23,004,238 $ 67,029,934 100 % Relative percentage 66 % 34 % 100 % Note: Percentages may not calculate due to rounding. For the year ended December 31, 2021 CEA Commercial Total Relative Percentage Equipment systems $ 55,560,126 $ — $ 55,560,126 89 % Services 3,102,945 1,940,819 5,043,764 8 % Construction design-build — — — — % Other 1,509,291 — 1,509,291 2 % Total revenues and other income $ 60,172,362 $ 1,940,819 $ 62,113,181 100 % Relative percentage 97 % 3 % 100 % Note: Percentages may not calculate due to rounding. Under ASC 606, a performance obligation is a promise in a contract with a customer, to transfer a distinct good or service to the customer. Equipment systems contracts are lump sum contracts, which require the performance of some, or all, of the obligations under the contract for a specified amount. Service revenue contracts, which include both architectural and engineering designs, generally contain multiple performance obligations which can span across multiple phases of a project and are generally set forth in the contract as distinct milestones. The majority of construction design-build contracts have a single performance obligation, as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and, therefore, not distinct. Some contracts have multiple performance obligations, most commonly due to the contract covering multiple phases of the project life cycle (design and construction). The transaction price for service contracts and construction design-build contracts is allocated to each distinct performance obligation and recognized as revenue when, or as, each performance obligation is satisfied. When there are multiple performance obligations under the same service contract, the Company allocates the transaction price to each performance obligation based on the standalone selling price. In general, payment is fixed at the time of the contract and are not subject to discounts, incentives, payment bonuses, credits, and penalties, unless negotiated in an amendment. F-16 When establishing the selling price to the customer, the Company uses various observable inputs. For equipment systems, the stand-alone selling price is determined by forecasting the expected costs of the products, and then adding in the appropriate margins established by management. For service revenues and construction design-build revenues, the Company estimates the selling price by reference to certain physical characteristics of the project, which include the facility size, the complexity of the design, and the mechanical systems involved, which are indicative of the scope and complexity for those services. Significant judgments are typically not required with respect to the determination of the transaction price based on the nature of the selling prices of the products and services delivered and the collectability of those amounts. Accordingly, the Company does not consider estimates of variable consideration to be constrained. The Company recognizes equipment systems, services, and construction design-build revenues when the performance obligation with the customer is satisfied. For satisfaction of equipment system revenues, the Company recognizes revenue when control of the promised good transfers to the customer, which predominately occurs at the time of shipment. For service revenues, satisfaction occurs as the services related to the distinct performance obligations are rendered or completed in exchange for consideration in an amount for which the Company is entitled. The time period between recognition and satisfaction of performance obligations is generally within the same reporting period; thus, there are no material unsatisfied or partially unsatisfied performance obligations for product or service revenues at the end of the reporting period. Construction design-build revenues are recognized as the Company's obligations are satisfied over time, using the ratio of project costs incurred to estimated total costs for each contract because of the continuous transfer of control to the customer as all of the work is performed at the customer’s site and, therefore, the customer controls the asset as it is being constructed. This continuous transfer of control to the customer is further supported by clauses in the contract that allow the customer to unilaterally terminate the contract for convenience, pay the Company for costs incurred plus a reasonable profit and take control of any work in process. This cost-to-cost measure is used for our construction design-build contracts because management considers it to be the best available measure of progress on these contracts. Contract modifications through change orders, claims and incentives are routine in the performance of the Company’s construction design-build contracts to account for changes in the contract specifications or requirements. In most instances, contract modifications are not distinct from the existing contract due to the significant integration of services provided in the contract and are accounted for as a modification of the existing contract and performance obligation. Either the Company or its customers may initiate change orders, which may include changes in specifications or designs, manner of performance, facilities, equipment, materials, sites and period of completion of the work. Change orders that are unapproved as to both price and scope are evaluated as claims. The Company considers claims to be amounts in excess of approved contract prices that the Company seeks to collect from its customers or others for customer-caused delays, errors in specifications and designs, contract terminations, change orders that are either in dispute or are unapproved as to both scope and price, or other causes of unanticipated additional contract costs. The timing of when the Company bills customers on long-term construction design-build contracts is generally dependent upon agreed-upon contractual terms, which may include milestone billings based on the completion of certain phases of the work, or when services are provided. When as a result of contingencies, billings cannot occur until after the related revenue has been recognized; the result is unbilled revenue, which is included in contract assets. Additionally, the Company may receive advances or deposits from customers before revenue is recognized; the result is deferred revenue, which is included in contract liabilities. Retainage subject to conditions other than the passage of time are included in contract assets and contract liabilities. Contract assets represent revenues recognized in excess of amounts paid or payable (contract receivables) to the Company on uncompleted contracts. Contract liabilities represent the Company’s obligation to perform on uncompleted contracts with customers for which the Company has received payment or for which contract receivables are outstanding. F-17 The following table provides information about contract assets and contract liabilities from contracts with customers: As of December 31, 2022 2021 Contract assets: Revenue recognized in excess of amounts paid or payable (contract receivables) to the Company on uncompleted contracts (contract asset), excluding retainage $ 2,874,141 $ — Retainage included in contract assets due to being conditional on something other than solely passage of time 130,141 — Total contract assets $ 3,004,282 $ — As of December 31, 2022 2021 Contract liabilities: Payments received or receivable (contract receivables) in excess of revenue recognized on uncompleted contracts (contract liability) $ 1,294,452 $ — Retainage included in contract liabilities due to being conditional on something other than solely passage of time — — Total contract liabilities $ 1,294,452 $ — Accounts receivable, net of allowance for doubtful accounts, balances from contracts with customers within the accompanying balance sheets as of December 31, 2022, and 2021, were $ 12,466,180 and $ 8,022,553 , respectively. For equipment systems contracts, the Company’s predominant policy is to collect deposits from customers at the beginning of the contract and the balance of the contract payment prior to shipping. The Company does, in some cases, collect deposits or retainers as down payments on service contracts. Consumable products orders may be paid for in advance of shipment or for recurring customers with credit, payment terms of 30 days or less may be extended by the Company. Customer payments that have been collected prior to the performance obligation being recognized are recorded as customer deposit liabilities on the balance sheet. When the performance obligation is satisfied and all the criteria for revenue recognition are met, revenue is recognized. In certain situations when the customer has paid the deposit and services have been performed but the customer chooses not to proceed with the contract, the Company is entitled to keep the deposit and recognize revenue. Of the outstanding customer deposit balance of $ 13,345,451 at December 31, 2021, $ 13,186,579 was recognized as revenue in the year ended December 31, 2022. The entire customer deposit balance of $ 4,878,863 at December 31, 2020 was recognized as revenue in the year ended December 31, 2021. NOTE 4 – RELATED PARTY TRANSACTIONS On December 15, 2020, James Lowe, a director of the Company, agreed to convert a $ 1,000,000 note plus $ 4,500 of accrued interest into a convertible note bridge financing (see "Bridge Financing" in Note 10 – Notes Payable). The note carried interest at a rate of 12 % and matured on December 31, 2021. The note was converted into shares of the Company's common stock in connection with the Company's uplisting to Nasdaq in February 2021. Cloud9 Support, an entity owned by James Lowe, purchases materials from the Company for use with their customers. Total sales to Cloud9 Support were $ 27 and $ 106,310 during the years ended 2022 and 2021, respectively. Outstanding receivables from Cloud9 Support as of December 31, 2022 and 2021 totaled $ 3,920 and $ 6,797 , respectively. There was no outstanding payables for purchases of inventory or other services to Cloud9 Support as of December 31, 2022 and 2021. F-18 NOTE 5 – PREPAYMENTS & OTHER ASSETS Prepayments and other assets are comprised of prepayments paid to vendors to initiate orders and prepaid services and fees. The prepaid balances are summarized as follows: As of December 31, 2022 2021 Vendor prepayments $ 2,459,389 $ 10,652,962 Prepaid services and fees 1,346,430 587,505 Others 38,769 7,799 Total prepayments and other assets $ 3,844,588 $ 11,248,266 NOTE 6 - PROPERTY PLANT & EQUIPMENT, NET Property Plant and Equipment balances are summarized as follows: As of December 31, 2022 2021 Computers and technology equipment $ 232,405 $ 106,825 Furniture and fixtures 234,389 110,006 Leasehold improvements 306,719 164,072 Vehicles 456,797 20,000 Software 685,580 229,621 Other equipment 58,525 36,548 Accumulated depreciation ( 667,269 ) ( 459,576 ) Total property plant and equipment, net $ 1,307,146 $ 207,496 Depreciation expense for the years ended December 31, 2022 and 2021 totaled $ 423,286 and $ 223,727 , respectively. NOTE 7 – INVESTMENTS The components of investments are summarized as follows: XS Financial Edyza Total Balances, as of December 31, 2021 $ 2,500,000 $ 1,710,358 $ 4,210,358 Impairment — ( 1,710,358 ) ( 1,710,358 ) Paid in kind interest 59,307 – 59,307 Balances, as of December 31, 2022 $ 2,559,307 $ — $ 2,559,307 XS Financial On October 30, 2021, the Company participated in a convertible note offering of Xtraction Services, Inc., a/k/a XS Financial Inc. (CSE: XSF) (OTCQB: XSHLF) ("XSF"), a specialty finance company providing CAPEX financing solutions, including equipment leasing, to CEA companies in the United States. The Company invested $ 2,500,000 of a total $ 43,500,000 raised by XSF. Prior to any Nasdaq listing, the investment incurs 9.5 % interest payable, of which, 7.5 % is cash interest and 2.0 %. is interest paid in kind. Subsequent to any Nasdaq listing, the investment incurs 8.0 % interest. The debt matures on October 28, 2023, with a one-year option at the sole discretion of XSF to extend the maturity date. In addition, the Company received 1.25 million warrants denominated in Canadian dollars ("C$") with a C$ 0.45 share price as subject to the warrant instrument. No value was attributed to the warrants at the time of the investment. F-19 Edyza The Company has a strategic investment in Edyza, Inc. ("Edyza"), a hardware and software technology company that enables dense sensor networks in agriculture, healthcare, and other environments that require precise micro-climate monitoring. The Company measures this investment at cost, less any impairment changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. During the third quarter of 2022, the Company fully impaired this investment. The Company notes that the intent and ability to retain its investment for a period of time sufficient to allow for any anticipated recovery has passed, causing an "other than temporary loss." The Company will continue to monitor any future changes to this impairment and seek to recover any remaining value of its 19.5 % ownership. The impairment recorded was $ 1.7 million. NOTE 8 – GOODWILL & INTANGIBLE ASSETS Goodwill The Company has recorded goodwill in conjunction with acquisitions it has completed. The goodwill balances as of December 31, 2022 and 2021 were $ 15,572,050 and $ 7,992,121 . Goodwill is not amortized. The Company did no t record any impairment charges related to goodwill for the years ended December 31, 2022 and 2021. Intangible Assets Other Than Goodwill Intangible assets as of December 31, 2022 and 2021 consisted of the following: As of December 31, 2022 Cost Accumulated Amortization Net Book Value Finite-lived intangible assets: Customer relationships $ 4,212,100 $ ( 401,997 ) $ 3,810,103 Trademarks and trade names 1,778,000 ( 307,817 ) 1,470,183 Backlog and Other 768,113 ( 626,003 ) 142,110 Total finite-lived intangible assets 6,758,213 ( 1,335,817 ) 5,422,396 Indefinite-lived intangible assets: Trade names 28,291 — 28,291 Total indefinite-lived intangible assets 28,291 — 28,291 Total intangible assets, net $ 6,786,504 $ ( 1,335,817 ) $ 5,450,687 As of December 31, 2021 Cost Accumulated Amortization Net Book Value Finite-lived intangible assets: Customer relationships $ 834,100 $ ( 49,649 ) $ 784,451 Trademarks and trade names 499,000 ( 41,583 ) 457,417 Backlog and Other 490,113 ( 184,806 ) 305,307 Total finite-lived intangible assets 1,823,213 ( 276,038 ) 1,547,175 Indefinite-lived intangible assets: Trade names 28,291 — 28,291 Total indefinite-lived intangible assets 28,291 — 28,291 Total intangible assets, net $ 1,851,504 $ ( 276,038 ) $ 1,575,466 F-20 Amortization expense for intangible assets subject to amortization for the years ended December 31, 2022 and 2021 was $ 1,059,779 and $ 271,549 , respectively. The estimated future amortization expense for intangible assets subject to amortization at December 31, 2022, is summarized below: For the years ending December 31, Estimated Future Amortization Expense 2023 $ 1,100,461 2024 957,329 2025 957,329 2026 915,745 2027 691,095 Thereafter 800,437 Total estimated future amortization expense $ 5,422,396 NOTE 9 – ACCRUED EXPENSES Accrued expenses are summarized as follows: As of December 31, 2022 2021 Accrued operating expenses $ 515,858 $ 628,871 Accrued wages and related expenses 639,614 1,887,124 Accrued 401(k) 262,599 23,520 Accrued sales tax payable 1,778,890 1,338,763 Total accrued expenses $ 3,196,961 $ 3,878,278 Accrued sales tax payable is comprised of amounts due to various states and Canadian provinces for 2015 through 2022. NOTE 10 – BENEFICIAL CONVERSION FEATURE During the fourth quarter of 2020 the Company entered into bridge financing notes (the "Bridge Financing Notes") totaling $ 1,854,500 . The Bridge Financing Notes are a combination of $ 1,004,500 from James Lowe, (See Note 4 – Related Party Transactions), $ 350,000 received in November 2020, and an additional $ 500,000 received in December 2020. The Bridge Financing Notes carried interest at the rate of 12 % and had a maturity date of December 31, 2021. The Bridge Financing Notes were mandatorily convertible upon the closing of a sale of the securities of the Company, whether in a private placement or pursuant to an effective registration statement under the Securities Act, resulting in at least $ 2,500,000 of gross proceeds to the Company (a "Qualified Offering"). In the event of a Qualified Offering, the outstanding principal and interest of the Bridge Financing Notes were to be converted into the identical security issued at such Qualified Offering at 75 % of the per security price paid by investors in connection with the Qualified Offering. The offering described in Note 15 – Shareholders Equity, was a Qualified Offering and the Bridge Financing Notes were converted into equity in connection with the offering on February 17, 2021. NOTE 11 – PROMISSORY NOTE AND DEBT As part of the Asset Purchase Agreement of DVO, a non-negotiable promissory note in the aggregate principal amount of $ 3,806,250 , payable to DVO was issued effective November 1, 2022 (the "DVO Promissory Note"). The principal amount, together with the simple interest accrued on the unpaid principal amount outstanding will be paid by the Company on a quarterly basis for the first four consecutive quarters, with the first payment paid in January 2023, and the remaining three payments due ten days following the end of each subsequent fiscal quarter thereafter until the earlier of the end of the fourth full fiscal quarter following the closing date December 31, 2023 or the payment in full of all amounts due. The DVO Promissory Note may be prepaid in whole or in part at any time without premium or penalty; provided, that each payment shall be accompanied by payment of all unpaid costs, fees and expenses, if any, which are due plus all accrued and unpaid interest due as of the date of such prepayment. F-21 The outstanding principal balance under the DVO Promissory Note shall bear simple interest at a variable rate per annum equal to the rate of interest most recently published by JP Morgan Chase & Co. as the "prime rate" (the "Prime Rate"). Initially, interest will accrue at the Prime Rate as of the date of the DVO Promissory Note. The interest rate will be adjusted on a quarterly basis as of the first day of each full fiscal quarter following the first full fiscal quarter after the closing date to the then current Prime Rate. Interest amounts accruing on the outstanding principal balance of the DVO Promissory Note will be non-compounding and will be calculated on a quarterly basis. On February 21, 2020, the Company entered into a letter agreement (the "Credit Agreement") by and among the Company, as borrower, urban-gro Canada Technologies Inc. and Impact, as guarantors, the lenders party thereto (the "Lenders"), and Bridging Finance Inc., as administrative agent for the Lenders (the "Agent"). The Credit Agreement, which was denominated in Canadian dollars, was comprised of (i) a 12-month senior secured demand term loan facility in the amount of C$ 2.7 million (USD$ 2.0 million), which was funded in its entirety on the closing date (the "Term Loan"); and (ii) a 12-month demand revolving credit facility of up to C$ 5.4 million (USD$ 4.0 million), which could be drawn from time to time, subject to the terms and conditions set forth in the Credit Agreement and described further below (the "Revolving Facility," and together with the Term Loan, the "Facilities"). The Credit Agreement was personally guaranteed by the Company’s CEO and Chairman, Bradley Nattrass, and was to be in place for the original term of the Credit Agreement ( 1 year) plus a 1-year extension period at the discretion of the Lender as provided in the Credit Agreement. The final maturity date of the Facilities was initially stipulated in the Credit Agreement as the earlier of (i) demand, and (ii) the date that is 12 months after the closing date, with a potential extension to the date that is 24 months after the closing date (the "Initial Maturity Date"). The Facilities bore interest at the annual rate established and designated by the Bank of Nova Scotia as the prime rate, plus 11 % per annum. Accrued interest on the outstanding principal amount of the Facilities was due and payable monthly in arrears, on the last business day of each month, and on the Initial Maturity Date. The Revolving Facility could initially be borrowed and re-borrowed on a revolving basis by the Company during the term of the Facilities, provided that borrowings under the Revolving Facility were limited by a loan availability formula equal to the sum of (i) 90 % of insured accounts receivable, (ii) 85 % of investment grade receivables, (iii) 75 % of other accounts receivable, (iv) 50 % of eligible inventory, and (v) the lesser of C$ 4.05 million (USD$ 3.0 million) and (A) 75 % of uncollected amounts on eligible signed equipment orders for equipment systems contracts and (B) 85 % of uncollected amounts on eligible signed professional services order forms for design contracts. The Revolving Facility could be prepaid in part or in full without a penalty at any time during the term of the Facilities, and the Term Loan could be prepaid in full or in part without penalty subject to 60 days prior notice in each case subject to certain customary conditions. On September 4, 2020, the Company executed an amendment to the Credit Agreement (the "First Amendment") to extend the maturity date of the Facilities to December 31, 2021 (the "Revised Maturity Date"). The First Amendment also increased the rate at which the Facilities would bear interest to the annual rate established and designated by the Bank of Nova Scotia as the prime rate, plus 12 % per annum. As a result of the First Amendment, the Company was required to prepay, on or before January 31, 2021, $ 1,000,000 of the balance of the Term Loan and begin making monthly payments of $ 100,000 on the balance on the Term Loan starting on March 1, 2021. Additionally, the Company was required to make monthly payments of $ 50,000 on the balance under the Revolving Facility beginning October 1, 2020 and could make no more draws under the Revolving Facility. The Company incurred $ 1,314,868 of debt issuance costs in connection with these Facilities, of which $ 676,822 was non-cash in the form of Common Stock and warrant issuances. The Company estimated the fair value of these warrants at the respective balance sheet dates using the Black-Scholes option pricing based on the market value of the underlying Common Stock at the valuation measurement date of $ 6.00 , the remaining contractual terms of the warrants of 5 years, risk free interest rate of 1.14 % an expected volatility of the price of the underlying Common Stock of 100 %. The Company recorded the debt issuance costs as either a deferred financing asset or a direct reduction of the loan obligation based on the pro-rata value of the Revolving Facility and Term Loan, respectively, on the closing date. The debt issuance costs were being amortized as interest expense over the life of the Facilities, until the Revised Maturity Date. On February 17, 2021, the Company repaid all amounts outstanding under the Credit Agreement and expensed the remaining unamortized debt issuance costs as loss on extinguishment of debt. As of December 31, 2022 and December 31, 2021, there was no unamortized debt issuance costs remaining related to the Revolving Facility and Term Loan, respectively. F-22 NOTE 12 – OPERATING LEASE LIABILITIES AND COMMITMENTS AND CONTINGENCIES The Company has seven operating office lease liabilities and one finance office lease liability with an imputed annual interest rate of 8 %. Five of the leases were assigned to the Company in connection with the acquisitions of 2WR, Emerald, and DVO. The remaining lease terms range from less than a year to 6 years, as of December 31, 2022. The following is a summary of operating lease liabilities: As of December 31, 2022 2021 Operating lease liabilities related to right of use assets $ 2,645,598 $ 694,462 Less current portion ( 600,816 ) ( 152,459 ) Long term $ 2,044,782 $ 542,003 The following is a schedule showing total future minimum lease payments: For the years ending December 31, Minimum Lease Payments 2023 $ 827,688 2024 708,364 2025 549,319 2026 398,835 2027 345,333 Thereafter 335,983 Total minimum lease payments $ 3,165,522 Less: Amount representing interest $ ( 519,924 ) Net lease obligations $ 2,645,598 From time to time, the Company is involved in routine litigation that arises in the ordinary course of business. There are no legal proceedings for which management believes the ultimate outcome would have a material adverse effect on the Company’s results of operations and cash flows. NOTE 13 – RISKS AND UNCERTAINTIES Concentration Risk The tables below show customers who account for 10% or more of the Company’s total revenues and 10% or more of the Company’s accounts receivable for the periods presented: Customers exceeding 10% of revenue For the Years Ended December 31, Company Customer Number 2022 2021 C000001462 10 % 46 % C000001140 13 % * C000002187 17 % * *Amounts less than 10% F-23 Customers exceeding 10% of accounts receivable As of December 31, Company Customer Number 2022 2021 C000001462 * 41 % C000001140 * 23 % C000002151 10 % * C000002187 24 % * *Amounts less than 10% The table below shows vendors who account for 10% or more of the Company’s total purchases and 10% or more of the Company’s accounts payable for the periods presented: Vendors exceeding 10% of purchases For the Years Ended December 31, Company Vendor Number 2022 2021 V000001029 13 % 15 % V000000453 * 14 % V000001326 * 11 % V000001372 * 15 % *Amounts less than 10% Vendors exceeding 10% of accounts payable: As of December 31, Company Vendor Number 2022 2021 V000000453 * 20 % V000001372 * 33 % V000001326 * 12 % V000001910 11 % * *Amounts less than 10% Foreign Exchange Risk Although our revenues and expenses are expected to be predominantly denominated in United States dollars, we may be exposed to currency exchange fluctuations. Recent events in the global financial markets have been coupled with increased volatility in the currency markets. Fluctuations in the exchange rate between the U.S. dollar, the Canadian dollar, the Euro, and the currency of other regions in which we may operate may have a material adverse effect on our business, financial condition and operating results. We may, in the future, establish a program to hedge a portion of our foreign currency exposure with the objective of minimizing the impact of adverse foreign currency exchange movements. However, even if we develop a hedging program, it may not mitigate currency risks. NOTE 14 – STOCK-BASED COMPENSATION Stock-based compensation expense for the years ended December 31, 2022 and 2021 was $ 2,571,785 and $ 1,840,913 , respectively based on the vesting schedule of the stock grants and options. During the year ended December 31, 2022, 62,172 shares vested and were issued to employees and directors. During the year ended December 31, 2021, 122,629 shares vested and were issued to employees and directors. No cash flow effects are anticipated for stock grants. The Company has adopted equity incentive plans ("Incentive Plans") which provide for the issuance of incentive stock options, stock grants and stock-based awards to employees, directors, and consultants of the Company to reward and attract employees and compensate the Board and vendors when applicable. The Incentive Plans are administered by the Company's Board. Stock grants under the Incentive Plans are valued at the price of the stock on the date of grant. The fair value of the options is calculated using the Black-Scholes pricing model based on the estimated market value of the underlying common stock at the valuation measurement date, F-24 the remaining contractual term of the options, risk-free interest rate and expected volatility of the price of the underlying common stock of 100 %. There is a moderate degree of subjectivity involved when estimating the value of stock options with the Black-Scholes option pricing model as the assumptions used are moderately judgmental. Stock grants and stock options are sometimes offered as part of an employment offer package, to ensure continuity of service or as a reward for performance. Stock grants and stock options typically require a 1 to 3 year period of continued employment or service performance before the stock grant or stock option vests. The following schedule shows stock grant activity for the years ended December 31, 2022 and 2021: Number of Shares Grants unissued as of December 31, 2020 118,889 Grants awarded 157,413 Forfeiture/cancelled — Grants vested ( 122,629 ) Grants unissued as of December 31, 2021 153,673 Grants awarded 542,584 Forfeiture/Cancelled ( 139,226 ) Grants vested ( 62,172 ) Grants unissued as of December 31, 2022 494,859 The following table summarizes stock grant vesting periods: Number of Shares Unrecognized Stock Compensation Expense As of December 31, 336,800 $ 1,150,112 2023 158,059 518,530 2024 494,859 $ 1,668,642 The following schedules show stock option activity for the years ended December 31, 2022 and 2021: Number of Shares Weighted Average Remaining Life (Years) Weighted Average Exercise Price Stock options outstanding as of December 31, 2020 638,278 7.25 $ 6.49 Issued 76,003 4.00 $ 6.00 Exercised ( 4,777 ) — $ 6.78 Expired ( 68,167 ) 4.31 $ 7.89 Stock options outstanding at December 31, 2021 641,337 7.55 $ 6.27 Stock options exercisable at December 31, 2021 493,724 7.69 $ 6.46 Number of Shares Weighted Average Remaining Life (Years) Weighted Average Exercise Price Stock options outstanding as of December 31, 2021 641,337 7.55 $ 6.27 Issued 76,246 9.00 $ 10.48 Exercised ( 4,555 ) — $ 6.00 Expired ( 43,640 ) 6.25 $ 6.04 Stock options outstanding at December 31, 2022 669,388 7.85 $ 6.77 Stock options exercisable at December 31, 2022 618,651 6.74 $ 6.30 F-25 The following table summarizes stock option vesting periods under the Incentive Plans: Number of Shares Unrecognized Stock Compensation Expense As of December 31, 39,089 $ 167,358 2023 11,648 39,044 2024 50,737 $ 206,402 The aggregate intrinsic value of the stock options outstanding and exercisable at December 31, 2022 is $ 0 . NOTE 15 – SHAREHOLDERS’ EQUITY On February 17, 2021, we completed an offering of 6,210,000 shares of our common stock, inclusive of the underwriters full over allotment, at $ 10.00 per share for total gross offering proceeds of $ 62,100,000 . In connection with this offering, we received approval to list our common stock on the Nasdaq Capital Market under the symbol "UGRO." On May 24, 2021, we announced that the Board authorized a stock repurchase program to purchase up to $ 5.0 million of the currently outstanding shares of the Company’s common stock, over a period of 12 months through open market purchases, in compliance with Rule 10b-18 under the Securities Exchange Act of 1934. On January 18, 2022, the Board authorized a $ 2.0 million increase to the stock repurchase program, to a total of $ 7.0 million. On February 2, 2022, the Board authorized an additional $ 1.5 million increase to the stock repurchase, to a total of $ 8.5 million. On September 12, 2022, the Board authorized an additional $ 2 million increase to the stock repurchase, for a total of $ 10.5 million. During the twelve months ended December 31, 2022 the Company has repurchased 594,918 shares of common stock at an average price per share of $ 7.33 , for a total price of $ 4.4 million. In total, the Company has repurchased 1,099,833 shares of common stock at an average price per share of $ 8.25 for a total of $ 9.1 million, under this program. In February 2021, the Company repurchased 350,000 shares of common stock with an average price per share of $ 8.50 , for a total of $ 3.0 million, outside of any stock repurchase or publicly announced program. NOTE 16 – INCOME TAXES The Company accounts for income taxes in accordance with the asset and liability method prescribed in ASC 740, "Accounting for Income Taxes." The Company has adopted the provisions of ASC 740-10-25, which provides recognition criteria and a related measurement model for uncertain tax positions taken or expected to be taken in income tax returns. ASC 740-10-25 requires that a position taken or expected to be taken in a tax return be recognized in the financial statements when it is more likely than not that the position would be sustained upon examination by tax authorities. Tax positions that meet the more likely than not threshold are then measured using a probability weighted approach recognizing the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company had no tax positions relating to open income tax returns that were considered to be uncertain. The Company has experienced cumulative losses for both book and tax purposes since inception. The potential future recovery of any tax assets that the Company may be entitled to due to these accumulated losses is uncertain and any tax assets that that the Company may be entitled to have been fully reserved based on management’s current estimates. Management intends to continue maintaining a full valuation allowance on the Company’s deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of these allowances. The deferred income tax benefit for the year ended December 31, 2022 relates to the reduction in the deferred tax liability associated with the amortization of the intangible assets from the acquisitions of the Emerald and 2WR Entities. As of December 31, 2022, the Company had approximately $ 23,088,658 of operating loss carryforwards for United States tax purposes, expiring as follows: • $ 2,182,354 expiring in 2037 • $ 20,906,304 with no expiration Realization of operating loss carryforwards to offset future operating income for tax purposes are subject to various limitations including change of ownership and current year taxable income percentage limitations. The Company has no credit carryforwards for tax purposes. F-26 The Company’s primary filing jurisdictions are the United States, Canada, and the Netherlands. Due to the Company’s net operating loss carryforwards, the Company’s income tax returns remain subject to examination by federal, foreign and most state taxing authorities for all tax years. NOTE 17 – BUSINESS DEVELOPMENT During 2021, the Company purchased lights from one of its international vendors to fulfill an order for a major customer. Subsequent to the sale, delivery and installation of the lights, the customer noted the lights were not performing as the manufacturer had stipulated. The Company performed tests of the lights and confirmed the performance metrics did not meet the manufacturer’s specifications. The Company worked with the customer to determine a lighting solution of replacement lights, sourced from the vendor, that would meet their needs. The customer has been a key customer to the Company and the Company expects to continue to do significant business with the customer in the future. In order to immediately satisfy the customer in this matter, the Company agreed to supply the replacement lighting solution to the customer at the Company’s expense while the Company continues to work with the vendor to resolve the original defective lighting issue, including, claims for reimbursement of the expense. In total, the Company delivered $ 3.3 million of replacement lighting equipment to the customer and recorded the full amount as a business development expense during the year ended December 31, 2022. NOTE 18 – WARRANTS The following table shows warrant activity for the years ended December 31, 2022 and 2021: Number of shares Weighted Average Exercise Price Warrants outstanding as of December 31, 2020 202,752 $ 13.64 Exercised ( 22,490 ) $ 14.94 Issued in conjunction with equity offering 310,500 $ 12.50 Expired ( 116,674 ) $ 18.00 Warrants outstanding as of December 31, 2021 374,088 $ 11.26 Warrants exercisable as of December 31, 2021 374,088 $ 11.26 Number of shares Weighted Average Exercise Price Warrants outstanding as of December 31, 2021 374,088 $ 11.26 Exercised ( 18,196 ) $ 6.00 Terminated – cashless exercise ( 44,393 ) $ 6.00 Expired — $ — Warrants outstanding as of December 31, 2022 311,499 $ 12.32 Warrants exercisable as of December 31, 2022 311,499 $ 12.32 The fair value of the options is calculated using the Black-Scholes pricing model based on the estimated market value of the underlying common stock at the valuation measurement date of $ 10.00 , the contractual term of the options is 3 years, 25 days, risk-free interest rate of 0.57 % and expected volatility of the price of the underlying common stock of 100 %. There is a moderate degree of subjectivity involved when estimating the value of warrants with the Black-Scholes option pricing model as the assumptions used are moderately judgmental. The weighted-average life of the warrants is 1.85 years. The aggregate intrinsic value of the warrants outstanding and exercisable at December 31, 2022 is $ 0 . NOTE 19 – SUBSEQUENT EVENTS As more fully described in Note 2 - Summary of Significant Accounting Policies , on March 27, 2023 the Company received $ 2,400,000 to settle a litigation matter. F-27