GrowGeneration Corp. 10-Q

ITEM 1. FINANCIAL STATEMENTS GROWGENERATION CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) March 31, 2021 December 31, 2020 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 92,042 $ 177,912 Marketable securities 41,077 - Accounts receivable, net 4,276 3,901 Notes receivable, current 3,905 2,612 Inventory, net 77,862 54,024 Income taxes receivable - 655 Prepaids and other current assets 20,338 11,125 Total current assets 239,500 250,229 Property and equipment, net 8,338 6,475 Operating leases right-of-use assets, net 14,389 12,088 Notes receivables, net of current portion 881 1,200 Intangible assets, net 42,771 21,490 Goodwill 101,043 62,951 Other assets 591 301 TOTAL ASSETS $ 407,513 354,734 LIABILITIES & STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 24,965 14,623 Accrued liabilities 1,083 672 Payroll and payroll tax liabilities 2,916 2,655 Customer deposits 9,939 5,155 Sales tax payable 2,374 1,161 Income taxes payable 455 - Current maturities of lease liability 3,870 3,001 Current portion of long-term debt 83 83 Total current liabilities 45,685 27,350 Deferred tax liability 1,134 750 Operating lease liability, net of current maturities 10,824 9,479 Long-term debt, net of current portion 131 158 Total liabilities 57,774 37,737 Stockholders’ Equity: Common stock 58 57 Additional paid-in capital 346,176 319,582 Retained earnings (deficit) 3,505 (2,642 ) Total stockholders’ equity 349,739 316,997 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 407,513 354,734 The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. 1 GROWGENERATION CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) (Unaudited) For the Three Months Ended March 31, 2021 2020 Sales $ 90,022 $ 32,982 Cost of sales 64,645 24,036 Gross profit 25,377 8,946 Operating expenses: Store operations 8,182 3,639 Selling, general, and administrative 7,405 7,065 Depreciation and amortization 2,054 359 Total operating expenses 17,641 11,063 Net income (loss) from operations 7,736 (2,117 ) Other income (expense): Miscellaneous (expense) income (38 ) 5 Interest income 4 25 Interest expense (2 ) (7 ) Total non-operating (expense) income, net (36 ) 23 Net income (loss) before taxes 7,700 (2,094 ) Provision for income taxes (1,553 ) - Net income (loss) $ 6,147 $ (2,094 ) Net income per share, basic $ .11 $ (.06 ) Net income per share, diluted $ .10 $ (.06 ) Weighted average shares outstanding, basic 58,394 37,823 Weighted average shares outstanding, diluted 60,317 37,823 The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. 2 GROWGENERATION CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY THREE MONTHS ENDED MARCH 31, 2021 AND 2020 (in thousands) (Unaudited) Additional Accumulated Retained Total Common Stock Paid-In Earnings Stockholders’ Shares Amount Capital (Deficit) Equity Balances, December 31, 2020 57,151 $ 57 $ 319,582 $ (2,642 ) $ 316,997 Common stock issued upon warrant exercise 40 - 111 - 111 Common stock issued upon cashless warrant exercise 535 1 (1 ) - - Common stock issued upon exercise of options 1 2 - 2 Common stock issued upon cashless exercise of options 5 - - - - Common stock issued in connection with business combinations 548 - 29,249 - 29,249 Common stock issued for share based compensation 300 - - - - Common stock redeemed in litigation settlement (90 ) - - - - Common stock redemption (96 ) - (3,954 ) (3,954 ) Share based compensation - - 1,187 - 1,187 Net income 6,147 6,147 Balances, March 31, 2021 58,394 $ 58 $ 346,176 $ 3,505 $ 349,739 Additional Total Common Stock Paid-In Accumulated Stockholders’ Shares Amount Capital (Deficit) Equity Balances, December 31, 2019 36,876 $ 37 $ 60,742 $ (7,970 ) $ 52,809 Common stock issued upon warrant exercise 191 - 510 510 Common stock issued upon cashless warrant exercise 19 - - - - Common stock issued upon cashless exercise of options 280 - - - - Common stock issued in connection with business combinations 250 - 1,102 - 1,102 Common stock issued for assets 24 - 101 - 101 Common stock issued for services 50 - - - - Common stock issued for share based compensation 519 1 1,760 - 1,761 Share based compensation - 2,209 - 2,209 Net loss (2,094 ) (2,094 ) Balances, March 31, 2020 38,209 $ 38 $ 66,424 $ (10,064 ) $ 56,398 The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. 3 G ROWGENERATION CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (in thousands) (Unaudited) For the Three Months Ended March 31, 2021 2020 Cash flows from operating activities: Net income (loss) $ 6,147 $ (2,094 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 2,054 359 Stock-based compensation expense 1,327 4,115 Bad debt expense, net of recoveries (184 ) 21 Deferred taxes 384 - Changes in operating assets and liabilities: (Increase) decrease in: Accounts and notes receivable (1,165 ) (141 ) Inventory (16,716 ) (4,960 ) Prepaid expenses and other assets (8,175 ) (1,824 ) Increase (decrease) in: Accounts payable and accrued liabilities 10,613 3,174 Operating leases (87 ) 122 Payroll and payroll tax liabilities 261 707 Income taxes payable 455 - Customer deposits 4,615 1,051 Sales tax payable 1,213 222 Net cash provided by operating activities 742 752 Cash flows from investing activities: Assets acquired in business combinations (39,307 ) (1,750 ) Purchase of marketable securities (41,077 ) - Purchase of furniture and equipment (1,679 ) (652 ) Purchase of intangibles (681 ) (359 ) Net cash used in investing activities (82,774 ) (2,761 ) Cash flows from financing activities: Principal payments on long term debt (27 ) (39 ) Common stock redeemed (3,954 ) - Proceeds from the sale of common stock and exercise of warrants, net of expenses 113 510 Net cash provided by (used in) financing activities (3,868 ) 471 Net decrease in cash (85,870 ) (1,538 ) Cash at the beginning of period 177,912 12,979 Cash at the end of period $ 92,042 $ 11,441 Supplemental disclosures of non-cash activities: Cash paid for interest $ 2 $ 7 Common stock issued for business combination $ 29,249 $ 1,203 Right to use assets acquired under new operating leases $ 3,220 $ 192 The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. 4 GrowGeneration Corporation and Subsidiaries Notes To Unaudited Condensed Consolidated Financial Statements March 31, 2021 1. GENERAL GrowGeneration Corp (the “Company”) was incorporated on March 6, 2014 in Colorado under the name of Easylife Corp and changed its name to GrowGeneration Corp. It maintains its principal office in Denver, Colorado. GrowGeneration is the largest chain of hydroponic garden centers in North America and is a leading marketer and distributor of nutrients, growing media, advanced indoor and greenhouse lighting, ventilation systems and accessories for hydroponic gardening. Currently, the Company owns and operates a chain of fifty-three (53) retail hydroponic/gardening stores across 12 states, an online e-commerce platform, and proprietary businesses that market grow solutions through our platforms and other wholesale customers. The Company’s plan is to continue to acquire, open and operate hydroponic/gardening stores and related businesses throughout the United States and Canada. Basis of Presentation The accompanying interim unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These statements should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 31, 2020. The results of operations for our interim periods are not necessarily indicative of results for the full fiscal year. All amounts included in the accompanying footnotes to the consolidated financial statements, except per share data, is in thousands (000). New Accounting Policies Adopted During the Quarter Ended March 31, 2021 Securities The Company classifies its commercial paper and debt securities as marketable securities. Marketable securities with available fair market values are stated at fair market values. Unrealized gains and unrealized losses on these marketable securities are reported, net of applicable income taxes, in other comprehensive income. Realized gains or losses on sale of marketable securities are computed using primarily the moving average cost and reported in net income. For the three months ended March 31, 2021, there were no significant gains or losses recorded. Risk and Uncertainties The COVID-19 pandemic has created significant public health concerns as well as economic disruption, uncertainty, and volatility which may negatively affect our business operations. As a result, if the pandemic persists or worsens, our accounting estimates and assumptions could be impacted in subsequent interim reports and upon final determination at year-end, and it is reasonably possible such changes could be significant (although the potential effects cannot be estimated at this time). The Company has experienced very minimal business interruption as a result of the COVID-19 pandemic. We have been deemed an “essential” business by state and local authorities in the areas in which we operate and as such have not been subject to business closures. The COVID-19 pandemic to date has resulted in only temporary supply chain delays of our inventory. As events surrounding the COVID 19 pandemic can change rapidly we cannot predict how it may disrupt our operations or the full extent of the disruption. 5 GrowGeneration Corporation and Subsidiaries Notes To Unaudited Condensed Consolidated Financial Statements March 31, 2021 2. Fair Value Measures Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: ● Level 1—Quoted prices in active markets for identical assets or liabilities. ● Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. ● Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The carrying amounts of cash and cash equivalents, accounts receivable, available for sales securities, accounts payable and all other current liabilities approximate fair values due to their short-term nature. The fair value of notes receivable approximates the outstanding balance and are reviewed for impairment at least annually. The fair value of impaired notes receivable is determined based on estimated future payments discounted back to present value using the notes effective interest rate. Level March 31, 2021 December 31, 2020 Cash equivalents 2 $ 110,414 $ 163,418 Marketable securities 2 $ 41,077 $ - Notes receivable 2 $ 4,786 $ 2,937 Notes receivable impaired 3 $ $ 875 Accounts receivable 2 $ 4,276 $ 3,901 6 GrowGeneration Corporation and Subsidiaries Notes To Unaudited Condensed Consolidated Financial Statements March 31, 2021 3. RECENT ACCOUNTING PRONOUNCEMENTS New Accounting Pronouncements From time to time, the Financial Accounting Standards Board (“FASB”) or other standard setting bodies issue new accounting pronouncements. Updates to the FASB Accounting Standards Codification are communicated through issuance of an Accounting Standards Update (“ASU”). We have implemented all new accounting pronouncements that are in effect and that may impact our financial statements. We have evaluated recently issued accounting pronouncements and determined that there is no material impact on our financial position or results of operations. As an emerging growth company, the Company is permitted to delay the adoption of new or revised accounting standards until such time as those standards apply to private companies. The Company has chosen to take advantage of the extended transition period for complying with new or revised accounting standards. Refer to Note 3 to the Consolidated Financial Statements reported in Form 10-K for the year ended December 31, 2020 for recently issued accounting pronouncements that are pending adoption. Recently Adopted Accounting Pronouncements In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement . The new guidance modifies the disclosure requirements on fair value measurements in Topic 820. The amendments in ASU 2018-13 are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The adoption of this new guidance, effective January 1, 2020, did not have a material impact on our Financial Statements. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes, to simplify the accounting for income taxes by removing certain exceptions to the general principles and also simplification of areas such as franchise taxes, step-up in tax basis goodwill, separate entity financial statements and interim recognition of enactment of tax laws or rate changes. The standard was effective for annual reporting periods beginning after December 15, 2020, including interim reporting periods within those periods. There was no material impact on our consolidated financial statements and related disclosures as a result of adopting this standard. 4. REVENUE RECOGNITION Disaggregation of Revenues The following table disaggregates revenue by source: Three Months Ended March 31, 2021 Three Months Ended March 31, 2020 Sales at company owned stores $ 82,790 $ 31,037 Distribution 2,835 - E-commerce sales 4,397 1,945 Total Revenues $ 90,022 $ 32,982 7 GrowGeneration Corporation and Subsidiaries Notes To Unaudited Condensed Consolidated Financial Statements March 31, 2021 4. REVENUE RECOGNITION, continued The opening and closing balances of the Company’s customer trade receivables and customer deposit liability are as follows: Receivables Customer Deposit Liability Opening balance, 1/1/2021 $ 7,713 $ 5,155 Closing balance, 3/31/2021 7,562 9,939 Increase (decrease) $ (151 ) $ 4,784 Opening balance, 1/1/2020 $ 4,455 $ 2,504 Closing balance, 3/31/2020 4,575 3,555 Increase (decrease) $ 120 $ 1,051 Of the total amount of customer deposit liability as of January 1, 2021, $5,155, $2,083 was reported as revenue during the three months ended March 31, 2021. Of the total amount of customer deposit liability as of January 1, 2020, $2,504, $1,599 was reported as revenue during the three months ended March 31, 2020. The Company also has customer trade receivables under longer term financing arrangements at interest rates ranging from 9% to 12% with repayment terms ranging for 12 to 18 months. Long term trade receivables as of March 31, 2021 and December 31, 2020 are as follows: March 31, 2021 December 31, 2020 Note receivable $ 3,286 $ 4,104 Allowance for losses - (292 ) Notes receivable, net $ 3,286 3,812 The following table summarizes changes in notes receivable balances that have been deemed impaired. March 31, 2021 December 31, 2020 Note receivable $ - $ 1,166 Allowance for losses - (292 ) Notes receivable, net $ - 874 8 GrowGeneration Corporation and Subsidiaries Notes To Unaudited Condensed Consolidated Financial Statements March 31, 2021 5. INVESTMENTS Marketable securities have maturities of less than one year as of March 31, 2021. There were no significant realized or unrealized gains or losses for the three months ended March 31, 2021. The components of investments, available for sales securities, as of March 31, 2021 were as follows: Fair Value Level Adjusted Cost Basis Unrealized Gain (Loss) Recorded Basis Commercial paper Level 2 $ 15,000 $ - $ 15,000 Corporate notes and bonds Level 2 26,077 - 26,077 Marketable securities $ 41,077 $ - $ 41,077 6. NOTES RECEIVABLE Notes receivable include customer trade receivables under long terms financing arrangements and other note receivable not associated with customer transactions. March 31, 2021 December 31, 2020 Trade receivables under longer term financing arrangements $ 3,286 $ 3,812 Note receivable, non-customer related 1,500 - Subtotal 4,786 3,812 Less, current portion (3,905 ) (2,612 ) Notes receivable, noncurrent $ 881 1,200 7. PROPERTY AND EQUIPMENT March 31, 2021 December 31, 2020 Vehicle $ 1,495 $ 1,342 Building 477 477 Leasehold improvements 2,810 1,988 Furniture, fixtures and equipment 7,286 5,739 Total property and equipment, gross 12,068 9,546 Accumulated depreciation and amortization (3,730 ) (3,071 ) Property and equipment, net $ 8,338 $ 6,475 Depreciation expense for the three months ended March 31, 2021 and 2020 was $659 and $331, respectively. 9 GrowGeneration Corporation and Subsidiaries Notes To Unaudited Condensed Consolidated Financial Statements March 31, 2021 8. GOODWILL AND INTANGIBLE ASSETS The changes in goodwill are as follows: March 31, 2021 December 31, 2020 Balance, beginning of period $ 62,951 $ 17,799 Goodwill additions 38,092 45,152 Balance, end of period $ 101,043 $ 62,951 Intangible assets on the Company’s consolidated balance sheets consist of the following: March 31, 2021 December 31, 2020 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Tradenames $ 25,348 $ (1,260 ) $ 13,923 $ (398 ) Patents, trademarks 100 (16 ) 100 (9 ) Customer relationships 16,466 (492 ) 6,297 (138 ) Non-competes 1,198 (67 ) 796 (22 ) Capitalized software 1,843 (349 ) 1,163 (222 ) $ 44,955 $ (2,184 ) $ 22,279 $ (789 ) Amortization expense for the three months ended March 31, 2021 and 2020 was $1,395 and $28, respectively. Future amortization expense is as follows: 2021, remainder $ 6,465 2022 8,295 2023 8,295 2024 8,295 2025 7,706 Thereafter 3,715 Total $ 42,771 10 GrowGeneration Corporation and Subsidiaries Notes To Unaudited Condensed Consolidated Financial Statements March 31, 2021 9. LONG-TERM DEBT March 31, December 31, 2021 2020 Long term debt is as follows: Wells Fargo Equipment Finance, interest at 3.5% per annum, payable in monthly installments of $518.96 beginning April 2016 through March 2021, secured by warehouse equipment with a book value of $25,437 $ - $ 1 Notes payable issued in connection with seller financing of assets acquired, interest at 8.125%, payable in 60 installments of $8,440, due August 2023 214 240 $ 214 $ 241 Less Current Maturities (83 ) (83 ) Total Long-Term Debt $ 131 $ 158 Interest expense for the three months ended March 31, 2021 and 2020 was $2 and $7, respectively. 10. LEASES We determine if a contract contains a lease at inception. Our material operating leases consist of retail and warehouse locations as well as office space. Our leases generally have remaining terms of 1-5 years, most of which include options to extend the leases for additional 3 to 5-year periods. Generally, the lease term is the minimum of the noncancelable period of the lease or the lease term inclusive of reasonably certain renewal periods. March 31, 2021 December 31, 2020 Right to use assets, operating lease assets $ 14,389 $ 12,088 Current lease liability $ 3,870 $ 3,001 Non-current lease liability 10,824 9,479 $ 14,694 $ 12,480 March 31, 2021 March 31, 2020 Weighted average remaining lease term 3.34 years 3.24 years Weighted average discount rate 6.0 % 7.6 % Three Months Ended March 31, 2021 2020 Operating lease costs $ 1,541 $ 925 Short-term lease costs 141 16 Total operating lease costs $ 1,682 $ 941 11 GrowGeneration Corporation and Subsidiaries Notes To Unaudited Condensed Consolidated Financial Statements March 31, 2021 10. LEASES, continued The following table presents the maturity of the Company’s operating lease liabilities as of March 31, 2021: 2021 (remainder of the year) $ 4,005 2022 4,564 2023 3,850 2024 2,713 2025 2,256 Thereafter 3,106 Total lease payments 20,494 Less: Imputed interest (5,800 ) Lease Liability at March 31, 2021 $ 14,694 11. SHARE BASED PAYMENTS AND STOCK OPTIONS The Company maintains long-term incentive plans for employee, non-employee members of our Board of Directors and consultants. The plans allows us to grant equity-based compensation awards, including stock options, stock appreciation rights, performance share units, restricted stock units, restricted stock awards, or a combination of awards (collectively, share-based awards). The Company accounts for share-based payments through the measurement and recognition of compensation expense for share-based payment awards made to employees and directors of the Company, including stock options and restricted shares. The Company also issues share based payments in the form of common stock warrants to non-employees. The following table presents share-based payment expense for the three months ended March 31, 2021 and 2020. March 31, 2021 2020 Restricted stock $ 645 $ 2,619 Stock options 308 1,496 Warrants 374 - Total $ 1,327 $ 4,115 As of March 31, 2021, the Company had approximately $2.6 million of unamortized share-based compensation for option awards and restricted stock awards, which is expected to be recognized over a weighted average period of approximately 1.75 years. As of March 31, 2021, the Company also had approximately $3.6 million of unamortized share-based compensation for common stock warrants issued to consultants, which is expected to be recognized over a weighted average period of 2.75 years. Restricted Stock The Company issues shares of restricted stock to eligible employees, which are subject to forfeiture until the end of an applicable vesting period. The awards generally vest on the second or third anniversary of the date of grant, subject to the employee’s continuing employment as of that date. 12 GrowGeneration Corporation and Subsidiaries Notes To Unaudited Condensed Consolidated Financial Statements March 31, 2021 11. SHARE BASED PAYMENTS AND STOCK OPTIONS, continued Restricted stock activity for the three months ended March 31, 2021 is presented in the following table: Shares Weighted Average Grant Date Fair Value Nonvested, December 31, 2020 630 $ 4.51 Granted - $ - Vested (291 ) $ 4.39 Forfeited (9 ) $ 18.54 Nonvested, March 31, 2021 330 $ 4.24 The table below summarizes all option activity under all plans during the three months ended March 31, 2021: Options Shares Weight - Average Exercise Price Weighted - Average Remaining Contractual Term Weighted - Average Grant Date Fair Value Outstanding at December 31, 2020 1,803 $ 3.92 3.47 $ 2.38 Granted - - - Exercised (6 ) 4.63 2.75 Forfeited or expired - - - Outstanding at March 31, 2021 1,797 $ 3.92 2.47 $ 2.19 Options vested at March 31, 2021 1,361 $ 3.61 2.28 $ 2.02 A summary of the status of the Company’s outstanding stock purchase warrants for the three months ended March 31, 2021 is as follows: Warrants Weighted Average Exercise Price Outstanding at December 31, 2020 1,393 $ 7.49 Issued - Exercised (617 ) $ 3.45 Forfeited - Outstanding at March 31, 2021 776 $ 10.71 13 GrowGeneration Corporation and Subsidiaries Notes To Unaudited Condensed Consolidated Financial Statements March 31, 2021 12. EARNINGS PER SHARE The following table sets forth the composition of the weighted average shares (denominator) used in the basic and dilutive earnings per share computation for the three months ended March 31, 2021 and 2020. Three months ended March 31, 2021 March 31, 2020 Net income (loss) $ 6,147 $ (2,094 ) Weighted average shares outstanding, basic 58,394 37,823 Effect of dilutive outstanding warrants and stock options 1,923 - Adjusted weighted average shares outstanding, dilutive 60,317 37,823 Basic income per shares $ .11 $ (.06 ) Dilutive income per share $ .10 $ (.06 ) 13. ACQUISITIONS Our acquisition strategy is to acquire (i) well established profitable hydroponic garden centers in markets where the Company does not have a market presence or in markets where it is increasing its market presence; and (ii) proprietary brands and private label brands. The Company accounts for acquisitions in accordance with ASC 805 “Business Combinations.” Assets acquired and liabilities assumed are recorded in the accompanying consolidated balance sheets at their estimated fair values, as of the acquisition date. For all acquisitions, the preliminary allocation of the purchase price was based upon a preliminary valuation, and the Company’s estimates and assumptions are subject to change within the measurement period as valuations are finalized. The Company has made any adjustments to the preliminary valuations on four of the eight acquisition based on valuation analysis prepared by independent third-party valuation consultants. The acquisitions for which an independent third-party valuation analysis has been competed includes Agron, LLC, Charcoir, Grow Warehouse and San Diego Hydro. The remaining four valuations, Aquarius, 55 Hydro, Grow Depot Maine and Indoor Garden, are expected to be completed by June 30, 2021. Any changes to these estimates may have a material impact on the Company’s operating results or financial position. All acquisition costs are expensed as incurred and recorded in general and administrative expenses in the consolidated statements of operations. Acquisitions during the three months ended March 31, 2021. On January 25, 2021, the Company purchased the assets of Indoor Garden & Lighting, Inc, a two-store chain of hydroponic and equipment and indoor gardening supply stores serving the Seattle and Tacoma, Washington area. The total consideration for the purchase of Garden & Lighting was approximately $1.7 million, including $1.2 million in cash and common stock valued at approximately $0.5 million. Acquired goodwill of approximately $0.8 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. On February 1, 2021, the Company purchased the assets of J.A.R.B., Inc d/b/a Grow Depot Maine, a two-store chain in Auburn and Augusta, Maine. The total consideration for the purchase of Grow Depot Maine was approximately $2.1 million, including $1.7 million in cash and common stock valued at approximately $0.4 million. Acquired goodwill of approximately $1.3 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. 14 GrowGeneration Corporation and Subsidiaries Notes To Unaudited Condensed Consolidated Financial Statements March 31, 2021 13. ACQUISITIONS, continued On February 15, 2021, the Company purchased the assets of Grow Warehouse LLC, a four-store chain of hydroponic and organic garden stores in Colorado (3) and Oklahoma (1). The total consideration for the purchase of Grow Warehouse LLC was approximately $17.8 million, including $8.1 million in cash and common stock valued at approximately $9.7 million. Acquired goodwill of approximately $9.6 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. On February 22, 2021, the Company purchased the assets of San Diego Hydroponics & Organics, a four-store chain of hydroponic and organic garden stores in San Diego, CA. The total consideration for the purchase of San Diego Hydroponics was approximately $9.3 million, including $4.8 million in cash and common stock valued at approximately $4.5 million. Acquired goodwill of approximately $5.6 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. On March 12, 2021, the Company purchased the assets of Charcoir Corporation, who sells an RHP-certified growing medium made from the highest-grade coconut fiber. The total consideration for the purchase of Charcoir was approximately $16.4 million, including $9.9 million in cash and common stock valued at approximately $6.5 million. Acquired goodwill of approximately $7.1 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established distribution market for the Company of a proprietary brand. On March 15, 2021, the Company purchased the assets of 55 Hydroponics, a hydroponic and organic superstore located in Santa Ana, CA. The total consideration for the purchase of 55 Hydroponics was approximately $6.5 million, including $5.4 million in cash and common stock valued at approximately $1.1 million. Acquired goodwill of approximately $3.8 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. On March 15, 2021, the Company purchased the assets of Aquarius, a hydroponic and organic garden store in Springfield, MA. The total consideration for the purchase of Aquarius was approximately $3.6 million, including $2.4 million in cash and common stock valued at approximately $1.2 million. Acquired goodwill of approximately $1.6 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. On March 19, 2021, the Company purchased the assets of Agron, LLC, an online seller of growing equipment. The total consideration for the purchase of Agron was approximately $11.3 million, including $6 million in cash and common stock valued at approximately $5.3 million. Acquired goodwill of approximately $8.3 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established e-commerce market for the Company targeting the commercial customer. 15 GrowGeneration Corporation and Subsidiaries Notes To Unaudited Condensed Consolidated Financial Statements March 31, 2021 13. ACQUISITIONS, continued The table below represents the allocation of the purchase price to the acquired net assets during the three months ended March 31, 2021. Agron Aquarius 55 Hydro Charcoir San Diego Hydro Grow Warehouse Grow Depot Maine Indoor Garden Total Inventory $ - $ 957 $ 780 $ 839 $ 1,400 $ 2,448 $ 326 $ 372 $ 7,122 Prepaids and other current assets 29 12 29 534 36 30 3 - 673 Furniture and equipment 46 63 50 - 315 250 25 94 843 Liabilities - - - - - (169 ) - - (169 ) Operating lease right to use asset 87 - 853 970 94 91 129 2,224 Operating lease liability (87 ) - (853 ) (970 ) (94 ) (91 ) (129 ) (2,224 ) Customer relationships 858 356 453 6,454 533 1,136 215 163 10,168 Trade name 1,824 498 1,296 1,466 1,412 4,393 301 235 11,425 Non-compete 160 36 65 - 5 94 21 21 402 Goodwill 8,332 1,636 3,806 7,075 5,581 9,597 1,258 807 38,092 Total $ 11,249 $ 3,558 $ 6,479 $ 16,368 $ 9,282 $ 17,779 $ 2,149 $ 1,692 $ 68,556 The table below represents the consideration paid for the net assets acquired in business combinations. Agron Aquarius 55 Hydro Charcoir San Diego Hydro Grow Warehouse Grow Depot Maine Indoor Garden Total Cash $ 5,973 $ 2,331 $ 5,347 $ 9,902 $ 4,751 $ 8,100 $ 1,738 $ 1,165 $ 39,307 Common stock 5,276 1,227 1,132 6,466 4,531 9,679 411 527 29,249 Total $ 11,249 $ 3,558 $ 6,479 $ 16,368 $ 9,282 $ 17,779 $ 2,149 $ 1,692 $ 68,556 The following table discloses the date of the acquisitions noted above and the revenue and earnings included in the consolidated income statement from the date of acquisition to the period ended March 31, 2021. Agron Aquarius 55 Hydro Charcoir San Diego Hydro Grow Warehouse Grow Depot Maine Indoor Garden Total Acquisition date 3/19/2021 3/15/2021 3/15/2021 3/12/2021 2/22/2021 2/15/2021 2/1/2021 1/25/2021 Revenue $ 230 $ 185 $ 328 $ 276 $ 1,001 $ 2,168 $ 993 $ 805 $ 5,986 Net Income $ 22 $ 16 $ 32 $ 101 $ 117 $ 294 $ 205 $ 118 $ 905 16 GrowGeneration Corporation and Subsidiaries Notes To Unaudited Condensed Consolidated Financial Statements March 31, 2021 13. ACQUISITIONS, continued The following represents the pro forma consolidated income statement as if the acquisitions had been included in the consolidated results of the Company for the entire period for the quarter ended March 31, 2021 and 2020. March 31, 2021 (Unaudited) March 31, 2020 (Unaudited) Revenue $ 99,095 $ 49,625 Net income $ 7,403 $ 503 Acquisitions during the three months ended March 31, 2020. On February 26, 2020 we acquired certain assets of Health & Harvest LLC in a transaction valued at approximately $2.85 million. Acquired goodwill of approximately $1.1 million represented the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. Cash consideration was funded from the Company’s existing working capital. The table below represents the allocation of the purchase price to the acquired net assets during the three months ended March 31, 2020. Health & Harvest LLC Inventory $ 1,054 Furniture and equipment 51 Right to use asset 192 Lease liability (192 ) Customer relationships 246 Trade name 431 Non-compete 6 Goodwill 1,065 Total $ 2,853 The table below represents the consideration paid for the net assets acquired in business combinations. Health & Harvest LLC Cash $ 1,750 Common stock 1,103 Total $ 2,853 The following table discloses the date of the acquisitions noted above and the revenue and earnings included in the consolidated income statement from the date of acquisition to the period ended March 31, 2020. Health & Harvest LLC Acquisition date 2/26/2020 Revenue $ 559 Earnings $ 112 17 GrowGeneration Corporation and Subsidiaries Notes To Unaudited Condensed Consolidated Financial Statements March 31, 2021 13. ACQUISITIONS, continued The following represents the pro forma consolidated income statement as if the acquisitions had been included in the consolidated results of the Company for the entire period for the three months ended March 31, 2020 and 2019. Pro forma consolidated income statement: March 31, 2020 March 31, 2019 Revenue $ 34,076 $ 14,579 Earnings $ (1,873 ) $ 688 14. SUBSEQUENT EVENTS The Company has evaluated events and transaction occurring subsequent to March 31, 2021 up to the date of this filing of these consolidated financial statements. These statements contain all necessary adjustments and disclosures resulting from that evaluation. For all acquisitions subsequent to the end of the quarter, the Company’s initial accounting for the business combination has not been completed because the valuations have not yet been received from the Company’s independent valuation firm. On April 19, 2021 the Company purchased the assets of Grow Depot LLC (“Down River Hydro”), a hydroponic and indoor gardening supply store in Brownstown, MI. The total consideration for the purchase of Down River Hydro was approximately $4.4 million, including approximately $3.2 million in cash and 25,895 shares of common stock valued at approximately $1.2 million. 18 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with our consolidated financial statements and related notes that appear elsewhere in this report as well as our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 29, 2021. In connection with, and because we desire to take advantage of, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on our behalf, whether or not in future filings with the SEC. Forward looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements, particularly those identified with the words, “anticipates,” “believes,” “expects,” “plans,” “intends,” “objectives,” and similar expressions, are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by, or on our behalf. We disclaim any obligation to update forward looking statements, except as required by law. OVERVIEW GrowGeneration Corp. (together with all of its wholly-owned subsidiaries, collectively “GrowGeneration” or the “Company”) was incorporated in Colorado in 2014 and is the largest chain of hydroponic garden centers in North America and is a leading marketer and distributor of nutrients, growing media, advanced indoor and greenhouse lighting, environmental control systems and accessories for hydroponic gardening. GrowGeneration also owns and operates e-commerce platforms, www.growgeneration.com and www.agron.io, Canopy Crop Management Corp, CharCoir Inc, and several proprietary private-label brands across multiple product categories from LED lighting to nutrients and additives and environmental control systems for indoor cultivation. Markets GrowGeneration sell thousands of products, including nutrients, growing media, advanced indoor and greenhouse lighting, environmental control systems, vertical benching and accessories for hydroponic gardening, as well as other indoor and outdoor growing products, that are designed and intended for growing a wide range of plants. In addition, vertical farms producing organic fruits and vegetables also utilize hydroponics due to a rising shortage of farmland as well as environmental vulnerabilities including drought, other severe weather conditions and insect pests. Our retail operations are driven by a wide selection of all hydroponic products, service and solutions driven staff and pick, pack and ship distribution and fulfillment capabilities. We employ approximately 590 employees, a majority of them we have branded as “Grow Pros.” Currently, our operations span over 865,000 square feet of retail and warehouse space. We operate our business through the following business units: ● Retail : 53 operating hydroponic/gardening centers focused on serving growers and cultivators. ● Commercial : Sales to commercial customers, including large multi-state operators and cultivators. ● E-Commerce/Omni-channel : Our e-commerce operation, includes GrowGeneration.com and Agron.io, a business-to-business (B2B) online portal for commercial growers. GrowGeneration.com is currently adding “Buy online/Pick up in store” same day pick up service. ● Proprietary Brands and Private Label: GrowGeneration sells a variety of products, including nutrients, growing media, advanced indoor and greenhouse lighting, ventilation systems, vertical benching, environmental control systems and accessories for hydroponic gardening. 19 Competitive Advantages As the largest chain of hydroponic garden centers by revenue and number of stores in the United States based on management’s estimates, we believe that we have the following core competitive advantages over our competitors: ● We offer a one-stop shopping experience to all types of growers by providing “selection, service, and solutions”; ● We provide end-to-end solutions for our commercial customers from capex built-out to consumables to nourish their plants; ● We have a knowledge-based sales team, all with horticultural experience; ● We offer the options to transact online, in store, or buy online and pick up; ● We consider ourselves to be a leader of the products we offer, from launching new technologies to the development of our private label products; ● We have a professional team for mergers and acquisitions to acquire and open new locations and successfully add them to our company portfolio; and ● We offer a program of issuing credit to licensed commercial customers based on a credit evaluation process. Growth Strategy - Store Acquisitions and New Store Openings Core to our growth strategy is to expand the number of our retail garden centers throughout North America. The hydroponic retail landscape is fragmented, which allows us to acquire the “best of breed” hydroponic operations. In addition to the 12 states we are currently operating in, we have identified new market opportunities in states that include Ohio, Illinois, Pennsylvania, New York, New Jersey, Mississippi and Missouri. In 2020, we opened a second hydroponic/gardening center in Tulsa, Oklahoma, a 40,000 square feet store operation and fulfillment center, and completed eight (8) acquisitions, adding 14 new locations in 2020. The Company acquired 14 new locations in the first quarter of 2021, one additional location in April 2020 and has an active target pipeline of acquisitions which are planned to close in 2021. 20 R ESULTS OF OPERATIONS Comparison of the three months ended March 31, 2021 and 2020. The following table presents certain consolidated statement of operations information and presentation of that data as a dollar and percentage change from year-to-year. Three Months Ended March 31, 2021 Three Months Ended March 31, 2020 $ Variance % Variance (000) (000) (000) Net revenue $ 90,022 $ 32,982 $ 57,040 172.9 % Cost of goods sold 64,645 24,036 40,609 169.0 % Gross profit 25,377 8,946 16,431 183.7 % Store operating costs 8,182 3,639 4,543 124.8 % Income from store operation 17,195 5,307 11,888 224.0 % Corporate operating expenses 9,459 7,424 2,035 27.4 % Operating income 7,736 (2,117 ) 9,853 465.4 % Other income (expense) (36 ) 23 (59 ) Net income, before taxes 7,700 (2,094 ) 9,794 467.7 % Provision for income taxes (1,553 ) - (1,553 ) Net income $ 6,147 $ (2,094 ) $ 8,241 393.6 % Net revenue for the three months ended March 31, 2021 was approximately $90 million, compared to $33 million for the three months ended March 31, 2020 an increase of approximately $57 million or 173%. This increase included $41.4 million of additional quarterly revenue from 2020 and 2021 acquisitions and $14.5 million of additional revenue from same store sales performance. Cost of Goods Sold Cost of goods sold for the three months ended March 31, 2021 was approximately $64.6 million, compared to approximately $24.0 million for the three months ended March 31, 2020, an increase of approximately $40.6 million or 169%. The increase in cost of goods sold was primarily due to the 173% increase in sales comparing the three months ended March 31, 2021 to the three months ended March 31, 2020. Gross profit was approximately $25.4 million for the three months ended March 31, 2021, compared to approximately $8.9 million for the three months ended March 31, 2020, an increase of approximately $16.4 million or 184%. The increase in gross profit is primarily related to the 173% increase in revenues comparing the quarter ended March 31, 2021 to the quarter ended March 31, 2020. Gross profit as a percentage of revenues was 28.2% for the three months ended March 31, 2021, compared to 27.1% for the three months ended March 31, 2020. The increase in the gross profit margin percentage is primarily due to higher increases in revenues from both private label products and distributed products which were 6.2% of revenues for the quarter ended March 31, 2021 and less than 1% of revenues for the quarter ended March 31, 2020. 21 Operating Expenses Operating expenses are comprised of store operations, selling, general, and administrative and depreciation and amortization. Operating costs were approximately $17.6 million for the three months ended March 31, 2021 and approximately $11.1 million for the three months ended March 31, 2020, an increase of approximately $6.6 million or 60%. Store operating costs were approximately $8.2 million for the three months ended March 31, 2021, compared to $3.6 million for the quarter ended March 31, 2020, an increase of $4.6 million or 125%. The increase in store operating costs was directly attributable to the 173% increase in revenues, the addition of twenty-five (25) locations that were added after March 31, 2020, and two (2) locations added during the quarter ended March 31, 2020 that were open for the entire quarter ended March 31, 2021. Total corporate overhead was approximately $9.5 million for the three months ended March 31, 2021, compared to $7.4 million for the quarter ended March 31, 2020, an increase of $2.1 million or 28%. Selling, general, and administrative costs were approximately $7.4 million for the three months ended March 31, 2021, compared to approximately $7.1 million for the three months ended March 31, 2020. Salaries expense increased to $4.0 million from $1.8 million primarily due to an increase in corporate staff and general and administrative expenses increased to $2.1 million from $1.2 million to support expanding operations. These increases were partially offset by a decrease in share-based compensation to $1.3 million from $4.1 million primarily due to new executive compensation agreements effective January 1, 2020 that had front loaded vesting provisions for shares and options that vested January 1, 2020 for which the remaining vesting was over a two-year period. Net Income Net income for the three months ended March 31, 2021 was approximately $6.1 million, compared to a net loss of approximately $2.1 million for the three months ended March 31, 2020, a positive change of approximately $8.2 million. Operating Activities Net cash provided by operating activities for three months ended March 31, 2021 was approximately $0.7 million compared to $0.8 million for the three months ended March 31, 2020. Net cash used in investing activities was approximately $82.7 million for the three months ended March 31, 2021 and approximately $2.8 million for the three months ended March 31, 2020. Investing activities in 2021 were primarily attributable to store acquisition ($39.3 million), purchase of marketable securities ($41.1 million), vehicles and store equipment purchases ($1.7 million) and intangible asset purchases $(0.6 million). Investing activities for the three months ended March 31, 2020 were primarily related to store acquisitions $(1.8) million, the purchase of vehicles and store equipment to support new store operations of $(0.7) million and intangible assets ($0.4 million). Net cash used in financing activities for the three months ended March 31, 2021 was approximately $3.9 million and was primarily attributable to stock redemptions. Net cash provided by financing activities for three months ended March 31, 2020 was $0.5 million and was primarily from proceeds from the sale of common stock and exercise of warrants. 22 Use of Non-GAAP Financial Information The Company believes that the presentation of results excluding certain items in “Adjusted EBITDA,” such as non-cash equity compensation charges, provides meaningful supplemental information to both management and investors, facilitating the evaluation of performance across reporting periods. The Company uses these non-GAAP measures for internal planning and reporting purposes. These non-GAAP measures are not in accordance with, or an alternative for, generally accepted accounting principles and may be different from non-GAAP measures used by other companies. The presentation of this additional information is not meant to be considered in isolation or as a substitute for net income or net income per share prepared in accordance with generally accepted accounting principles. Set forth below is a reconciliation of Adjusted EBITDA to net income (loss): Three Months Ended March 31, 2021 March 31, 2020 (000) (000) Net income $ 6,147 $ (2,094 ) Income taxes 1,553 - Interest 2 7 Depreciation and Amortization 2,054 359 EBITDA 9,756 (1,728 ) Share based compensation (option compensation, warrant compensation, stock issued for services) 1,327 4,115 Adjusted EBITDA $ 11,083 $ 2,387 Adjusted EBITDA per share, basic $ .19 $ .06 Adjusted EBITDA per share, diluted $ .18 $ .06 LIQUIDITY AND CAPITAL RESOURCES As of March 31, 2021, we had working capital of approximately $194 million, compared to working capital of approximately $223 million as of December 31, 2020, a decrease of approximately $29 million. The decrease in working capital from December 31, 2020 to March 31, 2021 was due primarily to eight (8) business acquisition completed during the quarter ended March 31, 2021 for which the cash consideration was approximately $39.3 million. At March 31, 2021, we had cash and cash equivalents of approximately $92 million and available for sale debt securities of $41.1 million. Currently, we have no demands, commitments or uncertainties that would reduce our current working capital. Our core strategy continues to focus on expanding our geographic reach across the United States through organic growth and acquisitions. Based on our strategy we may need to raise additional capital in the future through equity offerings and/or debt financings. We believe that some of our store acquisitions and new store openings can come from cash flow from operations. We anticipate that we may need additional financing in the future to continue to acquire and open new stores and related businesses. To date we have financed our operations through the issuance and sale of common stock, convertible notes and warrants. Critical Accounting Policies, Judgements and Estimates For a summary of the Company’s significant accounting policies, please refer to Note 2 to our Consolidated Financial Statements filed on our Form 10-K for the year ended December 31, 2020. 23 OFF-BALANCE SHEET ARRANGEMENTS We do not have any off-balance sheet arrangements (as that term is defined in Item 303 of Regulation S-K) that are reasonably likely to have a current or future material effect on our financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. We are a smaller reporting company and are not required to provide the information under this item pursuant to Regulation S-K.