GrowGeneration Corp. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA TABLE OF CONTENTS Reports of Independent Registered Public Accounting Firms (PCAOB ID 248 and 166 ) F- 2 to F- 7 Consolidated Balance Sheets as of December 31, 202 2 and 202 1 F- 7 Consolidated Statements of Operations for the Years Ended December 31, 202 2 , 202 1 and 20 20 F- 8 Consolidated Statements of Equity for the Years Ended December 31, 202 2 and 20 21 F- 9 Consolidated Statements of Cash Flows for Years Ended December 31, 202 2 and 20 21 F- 10 Notes to Consolidated Financial Statements F- 11 to F- 42 F-1 Table of Contents Report of Independent Registered Public Accounting Firm Board of Directors and Stockholders GrowGeneration Corp. Opinion on the financial statements We have audited the accompanying consolidated balance sheet of GrowGeneration Corp. (the “Company”) as of December 31, 2022, the related consolidated statements of operations, stockholders’ equity, and cash flows for the year ended December 31, 2022, 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 the results of its operations and its cash flows for the year ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 15, 2023 expressed an adverse opinion. 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 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. 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 provide a reasonable basis for our opinion. Critical audit matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Consolidated Financial Statements - Impact of Internal Control over Financial Reporting As described in Management’s Report on Internal Control Over Financial Reporting, material weaknesses were identified as of December 31, 2022. The prevention, detection, and correction of material misstatements of the consolidated financial statements, is dependent, in part, on management (i) designing and maintaining an effective control environment, including maintaining sufficient resources within the accounting and financial reporting department to review complex financial reporting transactions; and updating and distributing accounting policies and procedures across the organization (ii) designing and implementing effective information and communication process to identify and assess the source of and controls necessary to ensure the reliability of information used in financial reporting and that communicates relevant information about roles and responsibilities for internal control over financial reporting and (iii) designing and implementing effective process-level control activities and general information technology controls related to financial reporting processes. We identified the impact on our audit of the material weaknesses related to the control environment, information and communication, and control activities (“material weaknesses”), as further described in Management’s Report, as a critical audit matter. The principal consideration for our determination that the impact on our audit of the material weaknesses is a critical audit matter is that especially challenging auditor judgment was required in designing audit procedures and evaluating audit evidence due to the ineffective system of internal control over financial reporting, which affects substantially all consolidated financial statement account balances and disclosures. F-2 Table of Contents Our audit procedures related to the material weaknesses included the following, among others. a. We determined the nature and extent of audit procedures that are responsive to the identified material weaknesses and evaluated the evidence obtained from the procedures performed. b. We lowered the threshold used for investigating differences noted for recorded amounts. c. We selected larger sample sizes for tests of details. d. We substantively tested the accuracy and completeness of system-generated reports used in the audit and more extensively tested these reports. e. We increased the extent of supervision over the execution of audit procedures. /s/ Grant Thornton LLP We have served as the Company’s auditor since 2022. Denver, Colorado March 15, 2023 F-3 Table of Contents Report of Independent Registered Public Accounting Firm Board of Directors and Stockholders GrowGeneration Corp. Opinion on internal control over financial reporting We have audited the internal control over financial reporting of GrowGeneration Corp. (the “Company”) as of December 31, 2022, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, because of the effect of the material weaknesses described in the following paragraphs on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2022, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO. A material weakness is a deficiency, or combination of control deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weaknesses has been identified and included in management’s assessment. • Control Environment: The Company did not maintain an effective control environment based on the criteria established in the COSO framework, which resulted in deficiencies in principles associated with the control environment. In addition, the following material weaknesses were previously identified and contributed to the material weakness in the control environment: • Insufficient resources within the accounting and financial reporting department to review the accounting of complex financial reporting transactions including areas such as business combinations, share based compensation and the related income tax reporting. • Ineffective controls over updating and distributing accounting policies and procedures across the organization. The control environment material weaknesses contributed to other material weaknesses within the Company’s system of internal controls over financial reporting related to the following COSO components: • Risk Assessment: The Company did not design and implement an effective risk assessment based on the criteria established in the COSO framework and identified deficiencies in the principles associated with the risk assessment component of the COSO framework. • Information and Communication: The Company did not have an effective information and communication process that identified and assessed the source of and controls necessary to ensure the reliability of information used in financial reporting and that communicates relevant information about roles and responsibilities for internal control over financial reporting. • Monitoring Activities: The Company did not have effective monitoring activities to assess the operation of internal control over financial reporting, including the continued appropriateness of control design and level of documentation maintained to support control effectiveness. • Control Activities: As a consequence of the material weaknesses described above, internal control deficiencies related to the design and operation of process-level controls and general information technology controls were determined to be pervasive throughout the Company’s financial reporting processes. In addition, the following material weaknesses were previously identified and contributed to the material weakness in control activities: • Inadequate information and technology general controls, including segregation of duties, change management, and user access, which were inadequate to support financial reporting applications and support automated controls and functionality. • Inadequate controls over physical inventory counts. • Inadequate controls over valuations, inclusive of appropriate valuation model inputs and appropriate forecasting for prospective financial information. • Inadequate segregation of duties within human resources, manual journal entry posting processes, and various bank accounts of the Company to prevent and detect unauthorized transactions in a timely manner. F-4 Table of Contents We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2022. The material weaknesses identified above were considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2022 consolidated financial statements, and this report does not affect our report dated March 15, 2023, which expressed an unqualified opinion on those financial statements. Basis for opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the 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 effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and limitations of internal control over financial reporting A company’s internal control over financial reporting is 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, 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. /s/ Grant Thornton LLP Denver, Colorado March 15, 2023 F-5 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of GrowGeneration Corp. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of GrowGeneration Corp. (the “Company”) as of December 31, 2021, the related consolidated statements of operations, stockholders' equity, and cash flows for each of the years in the two-year period ended December 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion The Company's management is responsible for these financial statements. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the 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 audits 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. Our audits 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 audits 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 audits provide a reasonable basis for our opinion. /s/ Plante & Moran, PLLC Denver, Colorado March 9, 2022, except for the effects of the change in segments described in Notes 2, 6, 14 and 17, as to which the date is March 15, 2023 We served as the Company’s auditor from 2020-2022. F-6 Table of Contents GROWGENERATION CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands except shares) December 31, 2022 December 31, 2021 ASSETS Current assets: Cash and cash equivalents $ 40,054 $ 41,372 Marketable securities 31,852 39,793 Accounts receivable, net of allowance for doubtful accounts of $ 0.7 million and $ 0.6 million at December 31, 2022 and 2021 8,336 5,741 Notes receivable, current, net of allowance for doubtful accounts of $ 1,268 and $ 522 at December 31, 2022 and 2021 1,214 2,440 Inventory 77,091 105,571 Prepaid income taxes 5,679 5,856 Prepaids and other current assets 6,455 16,116 Total current assets 170,681 216,889 Property and equipment, net 28,669 24,116 Operating leases right-of-use assets 46,433 43,730 Intangible assets, net 30,878 48,402 Goodwill 15,978 125,401 Other assets 803 800 TOTAL ASSETS $ 293,442 $ 459,338 LIABILITIES & STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 15,728 $ 17,033 Accrued liabilities 1,535 2,044 Payroll and payroll tax liabilities 4,671 7,440 Customer deposits 4,338 11,686 Sales tax payable 1,341 1,923 Current maturities of operating lease liability 8,131 6,858 Current portion of long-term debt 50 92 Total current liabilities 35,794 47,076 Deferred tax liability — 2,359 Operating lease liability, net of current maturities 40,659 38,546 Long-term debt, net of current portion — 66 Other long-term liabilities 593 — Total liabilities 77,046 88,047 Commitments and contingencies (Note 18) Stockholders’ Equity: Common stock; $ .001 par value; 100,000,000 shares authorized; 61,010,155 and 59,928,564 shares issued and outstanding as of December 31, 2022 and 2021, respectively 61 60 Additional paid-in capital 369,938 361,087 Retained earnings (deficit) ( 153,603 ) 10,144 Total stockholders’ equity 216,396 371,291 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 293,442 $ 459,338 The accompanying notes are an integral part of these audited consolidated financial statements. F-7 Table of Contents GROWGENERATION CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share) For the Years Ended December 31, 2022 2021 2020 Sales, net $ 278,166 $ 422,489 $ 193,365 Cost of sales (exclusive of depreciation and amortization shown below) 207,903 304,248 142,317 Gross profit 70,263 118,241 51,048 Operating expenses: Store operations and other operational expenses 54,680 49,742 18,724 Selling, general, and administrative 36,758 39,469 20,871 Bad debt expense 1,737 1,428 580 Depreciation and amortization 17,132 12,600 2,436 Impairment loss 127,831 — — Total operating expenses 238,138 103,239 42,611 Income (Loss) from operations ( 167,875 ) 15,002 8,437 Other income (expense): Miscellaneous income (expense) 684 ( 216 ) 112 Interest income 580 486 44 Interest expense ( 21 ) ( 43 ) ( 14 ) Total non-operating income (expense), net 1,243 227 142 Net income (loss) before taxes ( 166,632 ) 15,229 8,579 Benefit (provision) for income taxes 2,885 ( 2,443 ) ( 3,251 ) Net income (loss) $ ( 163,747 ) $ 12,786 $ 5,328 Net income (loss) per share, basic $ ( 2.69 ) $ 0.22 $ 0.12 Net income (loss) per share, diluted $ ( 2.69 ) $ 0.21 $ 0.11 Weighted average shares outstanding, basic 60,813 59,223 43,945 Weighted average shares outstanding, diluted 60,813 60,464 46,456 The accompanying notes are an integral part of these audited consolidated financial statements. F-8 Table of Contents GROWGENERATION CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31, 2022, 2021, and 2020 (in thousands) Common Stock Additional Paid-In Capital Retained Earnings (Deficit) Total Stockholders’ Equity Shares Amount Balances, December 31, 2019 36,878 $ 37 $ 60,742 $ ( 7,970 ) $ 52,809 Sale of common stock, net of fees 14,375 14 207,120 — 207,134 Common stock issued upon warrant exercise 1,370 1 3,841 — 3,842 Common stock issued upon cashless exercise of warrants 918 1 ( 1 ) — — Common stock issued upon exercise of options 71 — 230 — 230 Common stock issued upon cashless exercise of options 694 1 ( 1 ) — — Common stock issued in connection with business combinations 1,730 2 39,145 — 39,147 Common stock issued for assets 20 — 136 — 136 Common stock issued for services 50 — — — — Common stock issued for accrued payroll 325 — 717 — 717 Common stock issued for accrued share-based compensation 729 1 3,797 — 3,798 Share based compensation, net of shares withheld for employee tax liability ( 8 ) — 3,856 — 3,856 Net income (loss) — — — 5,328 5,328 Balances, December 31, 2020 57,152 $ 57 $ 319,582 $ ( 2,642 ) $ 316,997 Common stock issued upon warrant exercise 256 — 335 — 335 Common stock issued upon cashless exercise of warrants 657 1 ( 1 ) — — Common stock issued upon exercise of options 469 1 1,757 — 1,758 Common stock issued upon cashless exercise of options 325 — — — — Common stock issued in connection with business combinations 807 1 37,271 — 37,272 Common stock issued in connection with purchase of intangible assets 4 — 168 — 168 Common stock issued for share based compensation 204 — — — — Common stock issued for services 145 — 717 — 717 Common stock redeemed in litigation settlement ( 90 ) — — — — Share based compensation, net of shares withheld for employee tax liability — — 1,258 — 1,258 Net income (loss) — — — 12,786 12,786 Balances, December 31, 2021 59,929 $ 60 $ 361,087 $ 10,144 $ 371,291 Common stock issued in connection with business combinations 700 1 5,710 — 5,711 Adjustment for prior period acquisition — — 39 — 39 Common stock issued for share based compensation 339 — — — — Share based compensation — — 4,514 — 4,514 Common stock redemption — — ( 1,618 ) — ( 1,618 ) Common stock issued upon exercise of options 9 — 33 — 33 Common stock issued upon cashless exercise of options 20 — — — — Common stock issued upon cashless exercise of warrants 14 — — — — Common stock issued in connection with asset acquisition 50 — 173 — 173 Net income (loss) — — — ( 163,747 ) ( 163,747 ) Balances, December 31, 2022 61,061 $ 61 $ 369,938 $ ( 153,603 ) $ 216,396 The accompanying notes are an integral part of these audited consolidated financial statements. F-9 Table of Contents GROWGENERATION CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Years Ended December 31, 2022 2021 2020 Cash Flows from Operating Activities: Net income (loss) $ ( 163,747 ) $ 12,786 $ 5,328 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 17,132 12,600 2,436 Bad debt expense, net of recoveries 1,737 1,428 580 Stock based compensation 4,967 6,585 7,856 Impairment loss 127,831 — — Provision for deferred income taxes ( 2,359 ) 1,609 750 Loss on disposal of fixed assets 568 198 — Other — — ( 127 ) Changes in operating assets and liabilities: (Increase) decrease in: Accounts and notes receivable ( 3,106 ) ( 1,896 ) ( 3,837 ) Inventory 32,890 ( 34,690 ) ( 19,188 ) Prepaid expenses and other assets 10,827 ( 9,937 ) ( 9,236 ) Increase (decrease) in: Accounts payable and accrued liabilities ( 3,359 ) 3,285 9,989 Operating leases 508 1,282 375 Customer deposits ( 8,590 ) 6,362 2,651 Payroll and payroll tax liabilities ( 2,769 ) 4,785 1,583 Sales taxes payable ( 582 ) 762 627 Net Cash and Cash Equivalents Provided By (Used In) Operating Activities 11,948 5,159 ( 213 ) Cash Flows from Investing Activities: Assets acquired in business combinations, net of cash acquired ( 7,230 ) ( 80,784 ) ( 41,402 ) Purchase of property and equipment ( 12,896 ) ( 18,740 ) ( 3,401 ) Purchase of marketable securities ( 38,692 ) ( 75,000 ) — Maturities of marketable securities 46,633 35,207 — Disposal of assets 612 — — Purchase of intangibles — — ( 1,027 ) Net Cash and Cash Equivalents (Used In) Investing Activities ( 11,573 ) ( 139,317 ) ( 45,830 ) Cash Flows from Financing Activities: Principal payments on long term debt ( 108 ) ( 83 ) ( 111 ) Payments to tax authorities for stock-based compensation ( 1,618 ) ( 4,391 ) ( 119 ) Proceeds from the sales of common stock and exercise of warrants and options, net of expenses 33 2,092 211,206 Net Cash and Cash Equivalents (Used In) Provided by Financing Activities ( 1,693 ) ( 2,382 ) 210,976 Net Increase (decrease) in Cash and Cash Equivalents ( 1,318 ) ( 136,540 ) 164,933 Cash and Cash Equivalents at Beginning of year 41,372 177,912 12,979 Cash and Cash Equivalents at End of year $ 40,054 $ 41,372 $ 177,912 Supplemental Information: Common stock issued for intangible assets $ 173 $ 168 $ — Common stock issued for accrued payroll liability $ — $ — $ 718 Assets acquired by issuance of stock $ 5,710 $ 37,272 $ 39,282 Cash paid for interest $ 21 $ 43 $ 14 Right to use assets acquired under new operating leases $ 9,607 $ 32,875 $ 7,887 Cash paid for income taxes $ — $ 6,072 $ 3,156 The accompanying notes are an integral part of these audited consolidated financial statements. F-10 Table of Contents GROWGENERATION CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. NATURE OF OPERATIONS GrowGeneration Corp. (the “Company”, "we", "us", and "our") 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 the U.S. by management's estimates and is a marketer and distributor of nutrients, growing media, lighting, ventilation systems and other products for hydroponic and organic gardening. The Company also engages in the distribution of private label products and commercial benching. Currently, the Company owns and operates a chain of 59 retail hydroponic/gardening stores across 16 states, an online e-commerce platform, and propriety 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. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Consolidation The consolidated financial statements are prepared under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 105-10, Generally Accepted Accounting Principles , in accordance with accounting principles generally accepted in the U.S. (“GAAP”). The consolidated financial statements include the Company and its wholly-owned subsidiaries. All intercompany balances and transactions are eliminated in consolidation. All amounts included in the accompanying notes to the consolidated financial statements, except per share data, are in thousands (000). Reclassifications Certain amounts in the prior period consolidated financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported consolidated net income. Use of Estimates Management uses estimates and assumptions in preparing these consolidated financial statements in accordance with generally accepted accounting principles. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported revenues and expenses during the reporting period. Actual results could vary from the estimates that were used. Risks 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 or its effects persist or worsen, 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). Although the COVID-19 pandemic to date has resulted in supply chain delays of our inventory, higher operating costs and increased shipping costs, among other impacts, we have experienced minimal business interruption as a result of the COVID-19 pandemic. Although many impacts of the COVID-19 pandemic appear to have alleviated, the pandemic has not yet been eliminated, and we cannot predict future impacts of the COVID-19 pandemic, if any, on markets generally or on our operations or the operations of our customers and suppliers. It is possible that some impacts of the pandemic on markets will persist for some time. These measures have negatively impacted, and may continue to impact, our business and financial condition as the responses to control COVID-19 continue. F-11 Table of Contents GROWGENERATION CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Immaterial out-of-period adjustments During the year ended December 31, 2022, the Company recorded an immaterial out-of-period adjustment that impacted the prior year Consolidated Balance Sheets. The adjustment related to a change in the calculation of operating lease right-of-use assets and operating lease liabilities. This adjustment corrected an understatement of operating lease right-of-use assets of $ 1.3 million and an understatement of operating lease liabilities of $ 1.3 million as of December 31, 2021. The Company assessed the materiality of this adjustment on the previously issued annual financial statements in accordance with SEC Staff Accounting Bulletin No. 99. The Company concluded that the changes were not material to any of the previously issued consolidated financial statements. During the year ended December 31, 2022, the Company recorded an immaterial out-of-period adjustment that impacted the prior year Consolidated Balance Sheet related to the accumulation of errors that occurred over several periods. This adjustment corrected an understatement of operating lease right-of-use assets of $ 1.4 million and an understatement of operating lease liabilities of $ 1.4 million as of December 31, 2021. The Company assessed the materiality of this adjustment on the previously issued annual financial statements in accordance with SEC Staff Accounting Bulletin No. 99. The Company concluded that the changes were not material to any of the previously issued consolidated financial statements. Segment Reporting During the year ended December 31, 2022, the Company identified an omission regarding the disclosure of reportable segments under ASC 280 related to the year ended December 31, 2021. During the year ended December 31, 2021 the Company inappropriately reported a single segment, aggregating multiple operating segments. The impact at December 31, 2021 was that $ 17.1 million of revenue, $ 7.0 million of gross margin, and $ 2.9 million of operating income should have been reported as a separate “Distribution and other segment. ” The Company assessed the materiality of this omission on the previously issued interim and annual consolidated financial statements in accordance with SEC Staff Accounting Bulletin No. 99. The Company concluded that the omission was not material to any of the previously issued consolidated financial statements and began reporting segments results in accordance with ASC 280 on a prospective basis starting with the quarter ended March 31, 2022. Revenue Recognition The Company’s revenue is primarily generated from sales of branded and non-branded products through our retail locations, e-commerce platforms, and distribution centers. In addition to these product sales, the Company sells and installs commercial fixtures. The Company allocates transaction price to each distinct performance obligation and recognizes revenue, net of estimated returns and sales tax, at the time when it transfers control of the product to customers or when services are completed. Revenues are measured based on the amount of consideration that the Company expects to receive as derived from a list price, reduced by estimates for variable consideration. The variable consideration is based on the estimate of expected sales returns. The majority of our returns come from retail sales. Estimating future returns requires judgment based on current and historical trends and actual returns may vary from our estimates. In evaluating the timing of the transfer of control of products to customers, the Company considers several control indicators, including significant risks and rewards of products, the Company’s right to payment and the legal title of the products. Based on the assessment of control indicators, product sales are typically recognized when they are made available to the carrier or are picked up by the customer. Promises related to product installation are considered a separate performance obligation from the product sale given the products can be used without customization or modification, and installation is not complex and can be performed by other vendors. Installation revenue is recognized upon completion of the installation service to the customer. The Company has applied the practical expedient to exclude the value of remaining performance obligations for contracts with an original term of one year or less. Sales and other taxes collected concurrent with revenue producing activities are excluded from revenue. Payment for goods and services sold by the Company is typically due upon satisfaction of the performance obligations. Under certain circumstances, the Company does provide goods and services to customers on a credit basis (see Accounts Receivable, F-12 Table of Contents GROWGENERATION CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Notes Receivable and Concentration of Credit Risk below). The Company accounts for shipping and handling activities as a fulfillment cost rather than as a separate performance obligation. As such, the Company classifies such costs as a component of cost of sales on the consolidated statements of operations. When the Company receives payment from customers before the customer obtains control of the merchandise or the service has been performed, the amount received is recorded as a customer deposit in the accompanying consolidated balance sheets until the sale or service is complete. Cost of Sales Cost of sales includes cost of goods and shipping costs. Cost of goods consists of cost of merchandise, inbound freight and other inventory-related costs, such as shrinkage costs and lower of cost or market adjustments. Occupancy expenses, which consist of payroll, rent and other lease required costs, including common area maintenance and utilities, are included as a component of store operations and other operational expenses on the consolidated statements of operations. Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company’s cash equivalents consist primarily of money market funds. Financial instruments that potentially expose us to concentrations of risk consist primarily of cash and cash equivalents and accounts receivable, which are generally not collateralized. Our policy is to place our cash and cash equivalents with high quality financial institutions, in order to limit the amount of credit exposure. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (FDIC), up to $ 250,000 . At December 31, 2022 and 2021, the Company had approximately $ 37 million and $ 38 million, respectively, in excess of the FDIC insurance limit. 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. Realized gains or losses on sale of marketable securities are computed using primarily the moving average cost and reported in net income. For the year ended December 31, 2022, 2021, and 2020, there were no significant unrealized gains or losses incurred. Accounts Receivable, Notes Receivable and Concentration of Credit Risk Accounts receivable are stated at the amount the Company expects to collect from balances outstanding at period-end, based on the Company’s assessment of the credit history with customers having outstanding balances and current relationships with them. A reserve for uncollectible receivables is established when collection of amounts due is deemed improbable. Indicators of improbable collection include client bankruptcy, client litigation, client cash flow difficulties or ongoing service or billing disputes. Credit is generally extended on a short-term basis thus receivables do not bear interest. Interest on past due balances are subject to an interest charge of 1.5 % per month. Notes receivable are stated at the amount the Company expects to collect from balances outstanding at period-end, based on the Company’s assessment of the credit history with customers having outstanding balances and current relationships with them. A reserve for uncollectible receivables is established when collection of amounts due is deemed improbable. Indicators of improbable collection include client bankruptcy, client litigation, client cash flow difficulties or ongoing service or billing disputes. A note is placed on non-accrual status when management determines, after considering economic and business conditions and collection efforts, that the note is impaired or collection of interest is doubtful. The accrual of interest on the instrument ceases when there is concern that principal or interest due according to the note agreement will not be collected. Any payment received on such non-accrual notes are recorded as interest income when the payment is received. The note is reclassified as accrual-basis once interest and principal payments become current. The Company periodically reviews the value of the underlying collateral for the note receivable and evaluates whether the value of the collateral continues to provide adequate security for the note. Should the value of the underlying collateral become less than the outstanding principal and interest, the Company will determine whether an allowance is necessary. Any uncollectible interest previously accrued is also charged off. As of December 31, 2022 and 2021, the Company believes the value of the underlying collateral for each of the notes to be sufficient and in excess of the respective outstanding principal and accrued interest, net of recognized allowance. F-13 Table of Contents GROWGENERATION CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Notes receivable generally have terms of 12 months to 18 months and bear interest from 6 - 12 % per annum. Generally, product sales that are the basis for the note receivable are collateral on the note receivable until the note is paid off. We are exposed to credit risk in the normal course of business, primarily related to accounts and notes receivable. We are affected by general economic conditions in the U.S. To limit credit risk, management periodically reviews and evaluates the financial condition of its customers and maintains an allowance for doubtful accounts. As of December 31, 2022 and 2021, we do not believe that we have significant credit risk. Inventory Inventory consists primarily of gardening supplies and materials, fixtures, and equipment and is recorded at the lower of cost (weighted average cost method) or net realizable value. 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 sales. During the years ended December 31, 2022, 2021, and 2020, the Company recorded $ 7.8 million, $ 5.3 million, and $ 1.7 million to inventory write-downs due to shrink and obsolescence. Property and Equipment Property and equipment are carried at cost. Leasehold improvements are amortized using the straight-line method over the original term of the lease or the useful life of the improvement, whichever is shorter. Renewals and betterment that materially extend the life of the asset are capitalized. With respect to constructed assets, all materials, direct labor, contract services as well as certain indirect costs are capitalized. Expenditures for maintenance and repairs are charged against operations. Depreciation of property and equipment is provided on the straight-line method for financial reporting purposes at rates based on the following estimated useful lives: Estimated Lives Vehicles 5 years Buildings 20 - 30 years Furniture and fixtures 3 - 7 years Computers and equipment 3 - 5 years Leasehold improvements 5 years not to exceed lease term Software and Website Development Costs The Company accounts for the costs of computer software obtained or developed for internal use in accordance with FASB ASC 350, Intangibles—Goodwill and Other . Computer software development costs and website development costs are expensed as incurred, except for internal use software or website development costs that qualify for capitalization as described below, and include certain employee related expenses, including salaries, bonuses, benefits and stock-based compensation expenses; costs of computer hardware and software; and costs incurred in developing features and functionality. These capitalized costs are included in property and equipment on the consolidated balance sheets. • The Company expenses costs incurred in the preliminary project and post-implementation stages of software development and capitalizes costs incurred in the application development stage and costs associated with significant enhancements to existing internal use software applications. • Software costs are amortized using the straight-line method over an estimated useful life of three years commencing when the software project is ready for its intended use. • Costs incurred related to less significant modifications and enhancements as well as maintenance are expensed as incurred. F-14 Table of Contents GROWGENERATION CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Intangible Assets Acquired in Business Combinations The Company values assets acquired and liabilities assumed on each acquisition accounted for as a business combination, and allocates the purchase price to the tangible and intangible assets acquired and liabilities assumed based on its best estimate of fair value. Acquired intangible assets include trade names, customer relationships, non-compete agreements, and intellectual property. The Company determines the appropriate useful life of intangible assets by performing an analysis of cash flows based on historical experience of the acquired businesses. Intangible assets are amortized over their estimated useful lives based on the pattern in which the economic benefits associated with the asset are expected to be consumed, which to date has approximated the straight-line method of amortization. The estimated useful lives for trade names, customer relationships, non-compete agreements, and intellectual property are generally five years . Goodwill Goodwill represents the excess of purchase price over the fair value of net assets. Goodwill is not amortized but is reviewed for potential impairment on an annual basis, or if events or circumstances indicate a potential impairment, at the reporting unit level. The Company’s review for impairment includes an assessment of qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value, including goodwill. If it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, including goodwill, a quantitative goodwill impairment test is performed, which compares the fair value of the reporting unit with its carrying amounts, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired. However, if the carrying amount of the reporting unit exceeds its fair value, additional procedures must be performed. An impairment loss is recorded to the extent that the carrying amount of goodwill exceeds its fair value. Long-lived assets The Company reviews the recoverability of long-lived assets, including buildings, furniture and fixtures, computers and equipment, leasehold improvements, right-of-use assets, and other intangible assets, when events or changes in circumstances occur that indicate the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on the ability to recover the carrying value of the asset from the expected future pretax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. The measurement of impairment requires management to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations. As of December 31, 2022, there were no indicators of impairment. See Note 6, Goodwill and Intangible Assets , for discussion of current year impairment. Leases We account for leases in accordance with the FASB ASC 842, Leases . We assess whether an arrangement is a lease at inception. Leases with an initial term of 12 months or less are not recorded on the balance sheet. We have elected the practical expedient to not separate lease and non-lease components for all assets. Operating lease assets and operating lease liabilities are calculated based on the present value of the future minimum lease payments over the lease term at the lease start date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the lease start date in determining the present value of future payments. The operating lease asset is increased by any lease payments made at or before the lease start date and reduced by lease incentives and initial direct costs incurred. The lease term includes options to renew or terminate the lease when it is reasonably certain that we will exercise that option. The exercise of lease renewal options is at our sole discretion. The depreciable life of lease assets and leasehold improvements are limited by the lease term. Lease expense for operating leases is recognized on a straight-line basis over the lease term. 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 F-15 Table of Contents GROWGENERATION CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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, 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 are determined based on estimated future payments discounted back to present value using the notes effective interest rate. Level December 31, 2022 December 31, 2021 Cash equivalents 1 $ 25,087 $ 23,346 Marketable securities 2 $ 31,852 $ 39,793 Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes , which requires the recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. Valuation allowances are established to reduce deferred tax assets to the amount that will more likely than not be realized. To the extent that a determination was made to establish or adjust a valuation allowance, the expense or benefit is recorded in the period in which the determination is made. From time to time, the Company engages in transactions in which the tax consequences may be subject to uncertainty. Significant judgment is required in assessing and estimating the tax consequences of these transactions. The Company prepares and files tax returns based on its interpretation of tax laws and regulations. In the normal course of business, the tax returns are subject to examination by various taxing authorities. Such examinations may result in future tax, interest and penalty assessments by these taxing authorities. In determining the Company’s income tax provision for financial reporting purposes, the Company establishes a reserve for uncertain income tax positions unless such positions are determined to be more likely than not of being sustained upon examination, based on their technical merits. That is, for financial reporting purposes, the Company only recognizes tax benefits taken on the tax return that the Company believes are more likely than not of being sustained upon examination. There is considerable judgment involved in determining whether a position taken on the tax return is more likely than not of being sustained. The Company adjusts its tax reserve estimates periodically because of ongoing examinations by, and settlements with, the various taxing authorities, as well as changes in tax laws, regulations and interpretations. The consolidated income tax provision of any given year includes adjustments to prior year income tax accruals that are considered appropriate and any F-16 Table of Contents GROWGENERATION CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS related estimated interest and penalties. The Company’s policy is to recognize, when applicable, interest and penalties on uncertain income tax positions as part of its income tax provision. Advertising The Company expenses advertising and promotional costs when incurred. Advertising and promotional expenses for the years ended December 31, 2022, 2021, and 2020 amounted to $ 4.0 million, $ 4.0 million, and $ 996 thousand respectively. Earnings Per Share The Company computes net earnings per share under ASC 260-10, Earnings Per Share . Basic earnings or loss per share (“EPS”) is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted EPS is computed by dividing net income (loss) by the weighted-average of all potentially dilutive shares of common stock that were outstanding during the periods presented. The treasury stock method is used in calculating diluted EPS for potentially dilutive stock options, restricted stock and share purchase warrants, which assumes that any proceeds received from the exercise of in-the-money stock options, restricted stock and share purchase warrants, would be used to purchase common shares at the average market price for the period. Stock Based Compensation The Company records stock-based compensation in accordance with FASB ASC 718, Compensation-Stock Compensation . The Company estimates the fair value of stock options and warrants using the Black-Scholes option pricing model. The fair value of stock options and warrants granted is recognized as an expense over the requisite service period. Stock-based compensation expense for all share-based payment awards is recognized using the straight-line single-option method. Forfeitures are recognized as they occur. The Black-Scholes option pricing model requires subjective assumptions, including future stock price volatility and expected time to exercise, which affect the calculated values. The expected term of options granted is derived from historical data on employee exercises and post-vesting employment termination behavior. The risk-free rate selected to value any particular grant is based on the U.S. Treasury rate that corresponds to the expected life of the grant effective as of the date of the grant. The expected volatility is based on the historical volatility of the Company’s stock price. These factors could change in the future, affecting the determination of stock-based compensation expense in future periods. The Company also issued certain stock awards classified as liabilities based on the guidance set forth at ASC 480-10-25 and ASC 718-10-25. These awards entitle the employees to receive a specified dollar value of common stock on future dates ranging from June 15, 2023 through June 15, 2025. The awards generally vest over three years subject to the employee’s continued employment and are expensed using the straight-line method over the life of the award. For additional information see Note 9, Share Based Payments . 3. RECENT 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 consolidated 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. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326) , changing the impairment model for most financial instruments by requiring companies to recognize an allowance for expected losses, rather than incurred losses. The ASU will apply to most financial assets measured at amortized cost and certain other instruments, including trade and other receivables, loans, available-for-sale and held-to-maturity debt securities, net investments in leases, and off-balance-sheet credit exposures. The Company has adopted this standard effective January 1, F-17 Table of Contents GROWGENERATION CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023. The adoption of this standard primarily applied to the valuation of the Company’s accounts receivable. Implementation of this standard did not have a material impact on our financial position. 4. REVENUE RECOGNITION Disaggregation of Revenues Sales are disaggregated by our segments, which represent our principal lines of business, as well as by our private label products versus distributed brands, or by commercial fixture revenue. See Note 17, Segments , for disaggregated revenue by segment. Contract Balances Depending on the timing of when title of product transfers to a customer and when a customer makes payments for such product, the Company recognizes a accounts receivable (asset) or a customer deposit (liability). The opening and closing balances of the Company’s accounts receivables and customer deposits are as follows: Accounts Receivable Customer Deposits Opening balance, January 1, 2022 $ 5,741 $ 11,686 Closing balance, December 31, 2022 8,336 4,338 Increase (decrease) $ 2,595 $ ( 7,348 ) Opening balance, January 1, 2021 $ 3,901 $ 5,155 Closing balance, December 31, 2021 5,741 11,686 Increase (decrease) $ 1,840 $ 6,531 Of the total amount of customer deposit liability as of January 1, 2022, $ 11.1 million was reported as revenue during the year ended December 31, 2022. Of the total amount of customer deposit liability as of January 1, 2021, $ 4.4 million was reported as revenue during the year ended December 31, 2021. The Company also has notes receivables under longer term financing arrangements at interest rates typically ranging from 6 % to 12 % with repayment terms typically ranging for 12 to 18 months. Notes receivable at December 31, 2022 and 2021 are as follows: December 31, 2022 December 31, 2021 Notes receivable $ 2,464 $ 2,962 Allowance for losses ( 1,250 ) ( 522 ) Notes receivable, net $ 1,214 $ 2,440 The following table summarizes changes in notes receivable balances that have been deemed impaired. December 31, 2022 December 31, 2021 Notes receivable $ 1,500 $ 1,500 Allowance for losses ( 1,250 ) ( 522 ) Notes receivable, net $ 250 978 F-18 Table of Contents GROWGENERATION CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 5. PROPERTY AND EQUIPMENT Property and equipment at December 31, 2022 and 2021 consists of the following: December 31, 2022 2021 Vehicles $ 2,176 $ 2,258 Buildings 2,121 1,187 Leasehold improvements 12,562 9,186 Furniture, fixtures and equipment 13,195 10,992 Capitalized software 2,644 4,753 Construction-in-progress 9,569 2,948 42,267 31,324 Accumulated depreciation and amortization ( 13,598 ) ( 7,208 ) Property and equipment, net $ 28,669 $ 24,116 Depreciation and amortization expense was $ 7.2 million, $ 3.7 million, and $ 1.6 million for the years ended December 31, 2022, 2021, and 2020, respectively. 6. GOODWILL AND INTANGIBLE ASSETS The Company performs its goodwill impairment testing annually during the fourth quarter, or more frequently if events or if circumstances were to occur that would more likely than not reduce the fair value of our reporting units below its carrying amount. The Company would recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill. The adjusted carrying amount of goodwill shall be its new accounting basis. During the second quarter of 2022, the Company’s market capitalization fell below total net assets. In addition, financial performance continued to weaken during the quarter, which was contrary to prior experience. Management reassessed business performance expectations, following persistent adverse developments in equity markets, deterioration in the environment in which we operate, inflation, lower than expected sales, and an increase in operating expenses. These indicators, in the aggregate, required impairment testing for finite-lived intangible assets at the asset group level and goodwill at the reporting unit level. Under ASC 360, we performed a cash recoverability test on the following intangible assets: customer relationships, trade name, and non-compete. The carrying amounts of any assets that are not within the scope of ASC 360-10, other than goodwill, were adjusted for impairment, as necessary, prior to testing long-lived assets and goodwill. The Company recognized impairment losses as disclosed in the table below. For goodwill impairment testing purposes, the Company determined four reporting units, three of which were subject to a quantitative assessment. We determined fair value using the income approach, where estimated future cash flows are discounted to present value at an appropriate rate of return. The Company completed its interim goodwill impairment test as of June 30, 2022 and recognized impairment losses as disclosed in the table below. F-19 Table of Contents GROWGENERATION CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The changes in goodwill are as follows: December 31, 2022 December 31, 2021 Balance, beginning of period $ 125,401 $ 62,951 Goodwill additions and measurement period adjustments 7,234 62,450 Impairment ( 116,657 ) — Balance, end of period $ 15,978 $ 125,401 The goodwill balance and impairment by segment are as follows: Retail E-commerce Distribution and other Total Gross carrying value December 31, 2020 $ 55,181 $ 2,911 $ 4,859 $ 62,951 Acquisitions & measurement period adjustments 46,630 8,748 7,072 62,450 Gross carrying value December 31, 2021 101,811 11,659 11,931 125,401 Acquisitions & measurement period adjustments 1,418 ( 341 ) 6,157 7,234 Gross carrying value, December 31, 2022 $ 103,229 $ 11,318 $ 18,088 $ 132,635 Accumulated impairment losses December 31, 2020 $ — $ — $ — $ — Impairment — — — — Accumulated impairment losses December 31, 2021 — — — — Impairment ( 103,094 ) ( 9,848 ) ( 3,715 ) ( 116,657 ) Accumulated impairment losses December 31, 2022 $ ( 103,094 ) $ ( 9,848 ) $ ( 3,715 ) $ ( 116,657 ) Net carrying value at December 31, 2021 $ 101,811 $ 11,659 $ 11,931 $ 125,401 Net carrying value at December 31, 2022 $ 135 $ 1,470 $ 14,373 $ 15,978 A summary of intangible assets as of follows: Weighted-Average Amortization Period of Intangible Assets as of December 31, 2022 (in years) Tradenames 3.18 years Patents, trademarks 3.09 years Customer relationships 4.50 years Non-competes 1.90 years Intellectual property 3.16 years Total 3.37 years F-20 Table of Contents GROWGENERATION CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Intangible assets on the Company’s consolidated balance sheets consist of the following: December 31, 2022 December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Tradenames $ 28,774 $ ( 10,693 ) $ 18,081 $ 28,300 $ ( 4,948 ) $ 23,352 Patents, trademarks 389 ( 56 ) 333 100 ( 42 ) 58 Customer relationships 17,102 ( 6,501 ) 10,601 25,175 ( 3,055 ) 22,120 Non-competes 932 ( 551 ) 381 1,384 ( 233 ) 1,151 Intellectual property 2,065 ( 758 ) 1,307 2,065 ( 344 ) 1,721 Total $ 49,262 $ ( 18,559 ) $ 30,703 $ 57,024 $ ( 8,622 ) $ 48,402 Intangibles and impairment by segment are as follows: Retail E-commerce Distribution and other Total Gross carrying value December 31, 2020 $ 17,635 $ — $ 3,481 $ 21,116 Acquisitions & measurement period adjustments 20,190 2,501 13,217 35,908 Gross carrying value December 31, 2021 37,825 2,501 16,698 57,024 Acquisitions & measurement period adjustments 230 — 3,182 3,412 Gross carrying value, December 31, 2022 $ 38,055 $ 2,501 $ 19,880 $ 60,436 Accumulated amortization December 31, 2020 $ ( 540 ) $ — $ ( 27 ) $ ( 567 ) Amortization ( 5,745 ) ( 354 ) ( 1,956 ) ( 8,055 ) Accumulated amortization December 31, 2021 ( 6,285 ) ( 354 ) ( 1,983 ) ( 8,622 ) Amortization ( 5,897 ) ( 460 ) ( 3,580 ) ( 9,937 ) Accumulated amortization December 31, 2022 $ ( 12,182 ) $ ( 814 ) $ ( 5,563 ) $ ( 18,559 ) Accumulated impairment losses December 31, 2020 $ — $ — $ — $ — Impairments — — — — Accumulated impairment losses December 31, 2021 — — — — Impairments ( 11,079 ) ( 95 ) — ( 11,174 ) Accumulated impairment losses December 31, 2022 $ ( 11,079 ) $ ( 95 ) $ — $ ( 11,174 ) Net carrying value at December 31, 2021 $ 31,540 $ 2,147 $ 14,715 $ 48,402 Net carrying value at December 31, 2022 $ 14,794 $ 1,592 $ 14,317 $ 30,703 F-21 Table of Contents GROWGENERATION CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Amortization expense for the years ended December 31, 2022, 2021, and 2020 was $ 9.9 million, $ 8.9 million, and $ 789 thousand respectively. Future amortization expense is as follows: 2023 $ 8,929 2024 8,813 2025 8,295 2026 3,532 2027 1,101 Thereafter 33 Total $ 30,703 7. INCOME TAXES The provision (benefit) for income taxes for the years ended December 31, 2022, 2021, and 2020 consisted of the following: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Income Tax Expense (benefit) Current federal tax expense (benefit) Federal $ ( 471 ) $ ( 115 ) $ 1,732 State ( 55 ) 949 768 Deferred tax (benefit) Federal ( 2,179 ) 1,473 1,706 State ( 180 ) 136 227 Valuation allowance — — ( 1,182 ) Total $ ( 2,885 ) $ 2,443 $ 3,251 F-22 Table of Contents GROWGENERATION CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS A summary of deferred tax assets and liabilities as of December 31, 2022 and 2021 is as follows: Year Ended December 31, 2022 December 31, 2021 Deferred tax assets: Net operating losses and attributes carryovers $ 7,655 $ — Deferred right to use lease liabilities 12,200 11,573 Stock based compensation 1,177 974 Accumulated depreciation and amortization 27,288 — Inventory reserves — 239 Warranty reserves — 128 Accruals and other 2,008 1,266 50,328 14,180 Deferred tax liabilities: Deferred right to use lease assets ( 11,638 ) ( 11,147 ) Accumulated depreciation and amortization — ( 5,392 ) ( 11,638 ) ( 16,539 ) Deferred tax asset (liability) 38,689 ( 2,359 ) Valuation Allowance ( 38,689 ) — Deferred tax asset (liability), net $ — $ ( 2,359 ) As of December 31, 2022, the Company had cumulative U.S. Net Operating Losses ("NOLs") consisting of carryforwards for federal income tax of $ 30.0 million, which have an indefinite carryforward period. As of December 31, 2022 and 2021 the Company had cumulative state net operating loss carryforwards of $ 28.0 million and $ 1.6 million. State net operating loss carryforwards will begin to expire in calendar year 2035. NOL carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50%, as defined under Sections 382 and 383 of the Internal Revenue Code, respectively, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. The Company has completed an analysis of any limitations on its tax attributes and has assigned a full valuation allowance against them as of December 31, 2022. F-23 Table of Contents GROWGENERATION CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The differences between the U.S. Federal statutory income tax rate and the Company’s effective tax rate were as follows for the years ended December 31, 2022 and 2021, and 2020: Years Ended December 31, 2022 2021 2020 Federal statutory tax rate 21 % 21 % 21 % State and local income taxes (net of federal tax benefit) 5 % 7 % 6 % 26 % 28 % 27 % Other — % — % 6 % Stock-based compensation ( 1 ) % ( 8 ) % 7 % Return to provision adjustments 0 % ( 4 ) % 12 % Valuation allowance ( 23 ) % — % ( 14 ) % 2 % 16 % 38 % Uncertain Tax Benefits The Company has not identified any uncertain tax positions as of December 31, 2022. The Company recognizes interest and penalties accrued related to uncertain tax benefits in the income tax provision. There were no Interest and penalties included in other long-term liabilities on the accompanying consolidated balance sheets for years ended December 31, 2022 and 2021. The Company did not expect any significant changes in its unrecognized tax benefits within 12 months of the reporting date. The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. No tax years for the Company are currently under examination by the IRS or state and local tax authorities for income tax purposes. Generally, the Company’s 2019 through 2021 fiscal years remain open for examination and assessment. For various states, the examination and assessment remain open for 2018 through 2021. Years prior to 2018 remain open solely for purpose of examination of the Company’s loss and credit carryforwards. 8. 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 - 9 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 non-cancelable period of the lease or the lease term inclusive of reasonably certain renewal periods. Operating lease assets and liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of remaining lease payments over the lease term. Operating lease assets represent our right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the lease start date in determining the present value of future payments. Our leases typically contain rent escalations over the lease term. We recognize expense for these leases on a straight-line basis over the lease term. We have elected the practical expedient to account for lease and non-lease components as a single component for our entire population of leases. Short-term expenses include only those leases with a term greater than one month and 12 months or less, and expense is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less, that do not include an option to purchase the underlying asset that we are reasonably certain to exercise, are not recorded on the balance sheet. Lease expense is recorded within our consolidated statements of operations based upon the nature of the assets. Where assets are used to directly serve our customers, such as facilities dedicated to customer contracts, lease costs are recorded in “Store operations and other operating expenses.” Facilities and assets which serve management and support functions are F-24 Table of Contents GROWGENERATION CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS expensed through "Selling, general, and administrative" expenses. Cash paid for amounts included in the measurement of lease liabilities for operating leases were $ 10.3 million and $ 7.2 million for the years ended December 31, 2022 and 2021. December 31, 2022 December 31, 2021 Right to use assets, operating lease assets $ 46,433 $ 43,730 Current lease liability $ 8,131 $ 6,858 Non-current lease liability 40,659 38,546 $ 48,790 $ 45,404 December 31, 2022 December 31, 2021 Weighted average remaining lease term 6.5 years 7.1 years Weighted average discount rate 5.8 % 6.5 % Year Ended December 31, 2022 2021 2020 Operating lease costs $ 10,936 $ 8,205 $ 2,801 Variable lease costs 2,428 2,130 1,071 Short-term lease costs 451 205 95 Total operating lease costs $ 13,815 $ 10,540 $ 3,967 The following table presents the maturity of the Company’s operating lease liabilities as of December 31, 2022: 2023 $ 10,689 2024 9,805 2025 8,932 2026 7,429 2027 5,722 Thereafter 16,478 Total lease payments 59,055 Less: Imputed interest ( 10,265 ) Lease Liability at December 31, 2022 $ 48,790 9. SHARE BASED PAYMENTS 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). On March 6, 2014, the Company’s Board of Directors (the “Board”) approved the 2014 Equity Incentive Plan (“2014 Plan”) pursuant to which the Company may grant incentive, non-statutory options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units and other stock or cash awards to employees, non-employee members of our Board, consultants and other independent advisors who provide services to the Company. The maximum shares of common stock which may be issued over the term of the 2014 Plan shall not exceed 2,500,000 shares. F-25 Table of Contents GROWGENERATION CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Awards under the 2014 Plan are made by the Board or a committee designated by the Board. Options under the 2014 Plan are to be issued at the market price of the stock on the day of the grant except to those issued to holders of 10% or more of the Company's common stock which is required to be issued at a price not less than 110 % of the fair market value on the day of the grant. Each option is exercisable at such time or times, during such period and for such numbers of shares shall be determined by the plan administrator. No option may be exercisable for more than ten years ( five years in the case of an incentive stock option granted to a 10% stockholder) from the date of grant. On January 7, 2018, the Board adopted the 2018 Equity Compensation Plan (the “2018 Plan”) and on April 20, 2018, the shareholders approved the 2018 Plan. On February 7, 2020, the Board approved the amendment and restatement of the 2018 Plan to increase the number of shares issuable thereunder from 2,500,000 to 5,000,000 , which amendment was approved by shareholders on May 11, 2020. The 2018 Plan is administered by the Board. The Board may grant options to purchase shares of common stock, stock appreciation rights, restricted stock units, restricted or unrestricted shares of common stock, performance shares, performance units, other cash-based awards and other stock-based awards. The Board also has broad authority to determine the terms and conditions of each option or other kind of equity award, adopt, amend and rescind rules and regulations for the administration of the 2018 Plan and amend or modify outstanding options, grants and awards. No options, stock purchase rights or awards may be made under the 2018 Plan on or after the ten-year anniversary of the adoption of the 2018 Plan by the Board, but the 2018 Plan will continue thereafter while previously granted options, stock appreciation rights or awards remain subject to the 2018 Plan. Options granted under the 2018 Plan may be either "incentive stock options" that are intended to meet the requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") or "non-statutory stock options" that do not meet the requirements of Section 422 of the Code. The Board will determine the exercise price of options granted under the 2018 Plan. The exercise price of stock options may not be less than the fair market value, on the date of grant, per share of our common stock issuable upon exercise of the option (or 110 % of fair market value in the case of incentive options granted to a 10% stockholder). No option may be exercisable for more than ten years ( five years in the case of an incentive stock option granted to a 10% stockholder) from the date of grant. 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 years ended December 31, 2022, 2021, and 2020. December 31, 2022 2021 2020 Restricted stock $ 3,889 $ 4,349 $ 5,164 Stock options 59 781 2,251 Warrants 1,019 1,455 441 Total $ 4,967 $ 6,585 $ 7,856 As of December 31, 2022, the Company had approximately $ 9.8 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 2.6 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. Restricted stock is valued using the Company's stock price on the grant date. F-26 Table of Contents GROWGENERATION CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Restricted stock activity for the years ended December 31, 2022 and 2021 is presented in the following table: Shares Weighted Average Grant Date Fair Value Nonvested, January 1, 2021 630 $ 4.51 Granted 265 36.98 Vested ( 360 ) 8.47 Forfeited ( 51 ) 18.54 Nonvested, December 31, 2021 484 $ 20.19 Granted 1,044 8.85 Vested ( 399 ) 9.26 Forfeited ( 514 ) 18.73 Nonvested, December 31, 2022 615 $ 9.41 Stock Option Awards issued under the 2014 and 2018 Plan as of December 31, 2022 are summarized below: 2022 Total shares available for issuance pursuant to the 2014 Plan 2,500 Options outstanding, December 31, 2022 — Total options exercised under 2014 Plan ( 2,109 ) Total shares issued pursuant to the 2014 Plan ( 382 ) Awards available for issuance under the 2014 Plan, December 31, 2022 9 2022 Total shares available for issuance pursuant to the 2018 Plan, as amended 5,000 Options outstanding, December 31, 2022 ( 604 ) Total options exercised under 2018 Plan ( 999 ) Total shares issued pursuant to the 2018 Plan ( 1,765 ) Awards available for issuance under the 2018 Plan, December 31, 2022 1,632 The fair value of each stock option and warrant granted is estimated on the grant date using the Black-Scholes option valuation model. The assumptions used to calculate the fair value of options and warrants granted are evaluated and revised, as necessary, to reflect market conditions and the Company’s experience. Stock options and warrants are expensed on a straight-line basis over the vesting period, which is considered to be the requisite service period. There were no options or warrants issued during 2022. The following table provides the assumptions used for stock option awards. F-27 Table of Contents GROWGENERATION CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2022 2021 2020 Expected volatility N/A N/A 77.8 - 80.70 % Expected dividends N/A N/A N/A Expected term N/A N/A 2 - 5 years Risk-free rate N/A N/A 1.64 % - 1.75 % Options outstanding pursuant to 2014 Plan — Options outstanding pursuant to 2018 Plan 604 Options issued outside of 2014 and 2018 Plans — Total options outstanding December 31, 2022 604 The table below summarizes all the options granted by the Company during years ended December 31, 2022 and 2021: Options Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Weighted- Average Grant Date Fair Value Outstanding at January 1, 2021 1,803 $ 3.92 3.47 years $ 2.38 Granted — $ — $ — Exercised ( 822 ) $ 3.2 $ 1.71 Forfeited or expired ( 75 ) $ 7.60 $ 4.53 Outstanding at December 31, 2021 906 $ 4.38 2.85 years $ 2.45 Vested and exercisable at December 31, 2021 836 $ 4.36 2.81 years $ 2.45 Outstanding at January 1, 2022 906 $ 4.38 2.85 years $ 2.45 Granted — $ — $ — Exercised ( 55 ) $ 4.14 $ 2.22 Forfeited or expired ( 247 ) $ 5.36 $ 2.97 Outstanding at December 31, 2022 604 $ 3.97 1.87 years $ 2.24 Vested and exercisable at December 31, 2022 604 $ 3.97 1.87 years $ 2.24 Liability Awards In August 2022, the Company issued certain stock awards classified as liabilities based on the guidance set forth at ASC 480-10-25 and ASC 718-10-25. These awards entitle the employees to receive a specified dollar value of common stock on future dates ranging from June 15, 2023, through June 15, 2025. The awards generally vest over three years subject to the employee’s continued employment. The aggregate face value of these awards as of December 31, 2022 amounted to $ 5.3 million. During 2021, the Company issued stock awards classified as liabilities based on guidance set forth at ASC 480-10-25 and ASC 718-10-25. These awards entitled the employees to receive a specified dollar value of common stock on the vesting date and generally vested between 8 and 14 months, subject to the employee’s continuing employment as of that date. Due to their short-term nature these awards were all valued at the face value of the award. All liability awards vested at December 31, 2021 and resulted in the issuance of 34,538 shares of common stock. F-28 Table of Contents GROWGENERATION CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company recognizes compensation expense for these awards over the requisite service period. The expense related to liability awards for the years ended December 31, 2022, 2021, and 2020 was $ 0.5 million, $ 0.7 million, and $ 29.9 thousand. 10. STOCK PURCHASE WARRANTS A summary of the status of the Company’s outstanding stock warrants as of December 31, 2022 and 2021 is as follows: Weighted Average Exercise Price Outstanding January 1, 2021 1,300 $ 8.03 Granted/issued — $ — Exercised ( 969 ) $ 2.84 Forfeited — $ — Outstanding December 31, 2021 331 $ 22.14 Granted/issued — $ — Exercised ( 48 ) $ 3.50 Forfeited and settled ( 250 ) $ 26.57 Outstanding December 31, 2022 33 $ 15.82 On November 17, 2022, the Company settled 250,000 warrants for a cash payment of $ 10 thousand and 10,000 shares of common stock. 11. 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 years ended December 31, 2022, 2021, and 2020. Year Ended December 31, 2022 2021 2020 Net income (loss) $ ( 163,747 ) $ 12,786 $ 5,328 Weighted-average shares outstanding, basic 60,813 59,223 43,945 Effect of dilutive outstanding warrants and stock options — 1,241 2,511 Weighted-average shares outstanding, dilutive 60,813 60,464 46,456 Basic income per share $ ( 2.69 ) $ 0.22 $ 0.12 Dilutive income per share $ ( 2.69 ) $ 0.21 $ 0.11 The following potentially outstanding restricted stock and stock options were excluded from the computation of diluted earnings per share because the effect would have been antidilutive: Year Ended 2022 2021 2020 Restricted stock 1,480 — — Stock options and warrants 204 — — Total 1,684 — — F-29 Table of Contents GROWGENERATION CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 12. EMPLOYEE BENEFIT PLAN The Company has a 401(k) Savings Retirement Plan that covers substantially all full-time employees who meet the plan’s eligibility requirements and provides for an employee elective contribution. The Company made matching contributions to the plan of $ 601 thousand, $ 419 thousand, and $ 169 thousand for the years ended December 31, 2022, 2021, and 2020, respectively. 13. VENDOR AND CUSTOMER CONCENTRATIONS One supplier represented 24 % and 28 % of our total vendor purchases for the years ended December 31, 2022 and 2021, and two suppliers represented 41 % of our total vendor purchases for the year ended December 31, 2020. Although the Company expects to maintain relationships with these vendors, the loss of either supplier would not be expected to have a material adverse impact on our business because of the competitive nature of the products that we sell. No customer accounted for more than 5% of revenues for the years ended December 31, 2022, 2021, and 2020. Three customers represented 28 % of total accounts receivable as of December 31, 2022. 14. ACQUISITIONS 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. Any changes to these estimates may have a material impact on the Company’s operating results or financial position. The Company has made adjustments to the preliminary valuations of the acquisition based on valuation analysis prepared by independent third-party valuation consultants. During the year ended December 31, 2022, our measurement period adjustments included increasing goodwill by $ 1.3 million offset with intangible assets. As a result of these measurement period adjustments, we made an insignificant reduction in amortization expense. All acquisition costs are expensed as incurred and recorded in general and administrative expenses in the consolidated statements of operations. Acquisition costs were approximately $ 0.2 million, $ 0.7 million, and $ 0.2 million for the years ended December 31, 2022, 2021, and 2020. 2022 Acquisitions On February 1, 2022, the Company purchased certain net assets of Horticultural Rep Group, Inc. ("HRG"), a specialty marketing and sales organization of horticultural products based in Ogden, Utah. The total consideration for the purchase of the assets of HRG was approximately $ 13.4 million, including $ 6.8 million in cash and common stock valued at approximately $ 5.7 million. The Asset Purchase Agreement also provides for an indemnity holdback to be settled in common stock of the Company valued at approximately $ 0.9 million. Acquired goodwill of approximately $ 5.8 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. HRG is included in our Distribution and other segment. On November 3, 2022, the Company purchased certain assets of St. Louis Hydroponic Company ("STL"), a hydroponic retail store in St. Louis, Missouri. The total consideration for the purchase of the assets of STL was approximately $ 0.4 F-30 Table of Contents GROWGENERATION CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS million in cash. Acquired goodwill of approximately $ 0.1 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. STL is included in our Retail segment. The table below represents the allocation of the purchase price to the acquired net assets during the year ended December 31, 2022. HRG STL Total Inventory $ 4,170 $ 279 $ 4,449 Prepaids and other current assets 76 10 86 Furniture and equipment 148 — 148 Operating lease right of use asset 666 — 666 Operating lease liability ( 666 ) — ( 666 ) Customer relationships 2,430 — 2,430 Trademark 496 — 496 Non-compete 255 — 255 Goodwill 5,816 135 5,951 Total $ 13,391 $ 424 $ 13,815 The table below represents the consideration paid for the net assets acquired in business combinations. HRG STL Total Cash $ 6,806 $ 424 $ 7,230 Indemnity stock holdback 875 — 875 Common stock 5,710 — 5,710 Total $ 13,391 $ 424 $ 13,815 The following table discloses the date of the acquisition noted above and the revenue and earnings included in the Consolidated Statement of Operations for the year ended December 31, 2022. Revenue and earnings amounts include other proprietary brands now being included under HRG for operations. HRG STL Total Acquisition date February 1, 2022 November 3, 2022 Revenue $ 19,239 $ 178 $ 19,417 Net Income (loss) $ ( 629 ) $ 41 $ ( 588 ) 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 years ended December 31, 2022, 2021, and 2020. December 31, 2022 (Unaudited) December 31, 2021 (Unaudited) December 31, 2020 (Unaudited) Revenue $ 280,897 $ 441,906 $ 212,782 Net income (loss) $ ( 162,156 ) $ 12,198 $ 4,740 F-31 Table of Contents GROWGENERATION CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2021 Acquisitions On January 25, 2021, the Company purchased the assets of Indoor Garden & Lighting, Inc ("Indoor Garden"), 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 approximately $ 1.2 million in cash and common stock valued at approximately $ 0.5 million. Acquired goodwill of approximately $ 0.7 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. Indoor Garden is included in our Retail segment. On February 1, 2021, the Company purchased the assets of J.A.R.B., Inc d/b/a Grow Depot Maine ("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 approximately $ 1.7 million in cash and common stock valued at approximately $ 0.4 million. Acquired goodwill of approximately $ 0.9 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. Grow Depot Maine is included in our Retail segment. On February 15, 2021, the Company purchased the assets of Grow Warehouse LLC ("Grow Warehouse"), 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 was approximately $ 17.8 million, including approximately $ 8.1 million in cash and common stock valued at approximately $ 9.7 million. Acquired goodwill of approximately $ 11.1 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. Grow Warehouse is included in our Retail segment. On February 22, 2021, the Company purchased the assets of San Diego Hydroponics & Organics ("San Diego Hydro"), a four -store chain of hydroponic and organic garden stores in San Diego, California. The total consideration for the purchase of San Diego Hydro was approximately $ 9.3 million, including approximately $ 4.8 million in cash and common stock valued at approximately $ 4.5 million. Acquired goodwill of approximately $ 5.7 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. San Diego Hydro is included in our Retail segment. On March 12, 2021, the Company purchased the assets of Charcoir Corporation ("Charcoir"), which 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 approximately $ 9.9 million in cash and common stock valued at approximately $ 6.5 million. Acquired goodwill of approximately $ 6.1 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. Charcoir is included in our Distribution and other segment. On March 15, 2021, the Company purchased the assets of 55 Hydroponics ("55 Hydro"), a hydroponic and organic superstore located in Santa Ana, California. The total consideration for the purchase of 55 Hydro was approximately $ 6.5 million, including approximately $ 5.3 million in cash and common stock valued at approximately $ 1.1 million. Acquired goodwill of approximately $ 3.9 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. 55 Hydro is included in our Retail segment. On March 15, 2021, the Company purchased the assets of Aquarius Hydroponics ("Aquarius"), a hydroponic and organic garden store in Springfield, Massachusetts. The total consideration for the purchase of Aquarius was approximately $ 3.6 million, including approximately $ 2.3 million in cash and common stock valued at approximately $ 1.2 million. Acquired goodwill of approximately $ 1.7 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. Aquarius is included in our Retail segment. 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 $ 11.2 million, including approximately $ 6.0 million in cash and common stock valued at approximately $ 5.3 million. Acquired goodwill of approximately $ 8.7 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. Agron is included in our E-commerce segment. F-32 Table of Contents GROWGENERATION CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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, Michigan. The total consideration for the purchase of Down River Hydro was approximately $ 4.4 million, including approximately $ 3.2 million in cash and common stock valued at approximately $ 1.2 million. Acquired goodwill of approximately $ 2.1 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. Down River Hydro is included in our Retail segment. On May 24, 2021, the Company purchased the assets of The Harvest Company ("Harvest"), a northern California-based hydroponic supply center and cultivation design innovator with stores in Redding and Trinity Counties. The total consideration for the purchase of Harvest was approximately $ 8.3 million, including approximately $ 5.6 million in cash and common stock valued at approximately $ 2.8 million. Acquired goodwill of approximately $ 4.6 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. Harvest is included in our Retail segment. On July 19, 2021, the Company purchased the assets of Aqua Serene, Inc., ("Aqua Serene"), an Oregon corporation which consists of an indoor/outdoor garden center with stores in Eugene and Ashland, Oregon. The total consideration for the purchase was approximately $ 11.7 million, including approximately $ 9.9 million in cash and common stock valued at approximately $ 1.8 million. Acquired goodwill of approximately $ 7.0 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. Aqua Serene is included in our Retail segment. On July 3, 2021, the Company purchased the assets of Mendocino Greenhouse & Garden Supply, Inc ("Mendocino"), a Northern California-based hydroponic garden center located in Mendocino, California. The purchase agreement was modified on July 19, 2021 to amend the purchase price. The total consideration for the purchase was $ 4.0 million in cash. Acquired goodwill of approximately $ 2.1 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. Mendocino is included in our Retail segment. On August 24, 2021, the Company purchased the assets of Commercial Grow Supply, Inc. ("CGS"), a hydroponic superstore located in Santa Clarita, California. The total consideration for the purchase was approximately $ 7.2 million, including approximately $ 6.0 million in cash and common stock valued at approximately $ 1.3 million. Acquired goodwill of approximately $ 4.0 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. CGS is included in our Retail segment. On August 23, 2021 the Company purchased the assets of Hoagtech Hydroponics, Inc. ("Hoagtech"), a Washington -based corporation consisting of a hydroponic and garden supply center serving the Bellingham, Washington area. The total consideration for the purchase was approximately $ 3.9 million in cash. The Asset Purchase Agreement contains a contingent payment equal to $ 0.6 million to be settled in common stock of the Company if this garden supply center reaches $ 8.0 million in revenue within a 12-month calendar period from the date of close. The Company used a third-party specialist to value this contingent consideration. The probability that the target will be reached was determined to be 5 % which resulted in a value of approximately $ 28.5 thousand of contingent consideration which was added to goodwill. Acquired goodwill of approximately $ 4.6 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. Hoagtech is included in our Retail segment. On October 15, 2021, the Company purchased the assets of Indoor Store, LLC ("All Seasons Gardening"), an indoor-outdoor garden supply center specializing in hydroponics systems, lighting, and nutrients. All Seasons Gardening is the largest hydroponics retailer in New Mexico. The total consideration for the purchase was approximately $ 0.9 million, including approximately $ 0.7 million in cash and common stock valued at approximately $ 0.2 million. Acquired goodwill of approximately $ 0.5 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. All Seasons is included in our Retail segment. On December 31, 2021, the Company purchased the assets of Mobile Media, Inc ("MMI"), a mobile shelving manufacturing and warehouse facility. The total consideration for the purchase was approximately $ 9.1 million, including approximately $ 8.3 million in cash and common stock valued at approximately $ 0.8 million. Acquired goodwill of approximately $ 1.2 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. MMI is included in our Distribution and other segment. F-33 Table of Contents GROWGENERATION CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The table below represents the allocation of the purchase price to the acquired net assets during the year ended December 31, 2021: Agron Aquarius 55 Hydro Charcoir San Diego Hydro Grow Warehouse Grow Depot Maine Indoor Garden Downriver Inventory $ — $ 957 $ 780 $ 839 $ 1,400 $ 2,450 $ 326 $ 372 $ 824 Prepaids and other current assets 46 12 29 534 36 30 3 — 3 Furniture and equipment 29 63 50 — 315 250 25 94 50 Liabilities — — — — — ( 169 ) — — — Operating lease right of use asset 98 108 861 — 1,079 641 92 137 273 Operating lease liability ( 98 ) ( 108 ) ( 861 ) — ( 1,079 ) ( 641 ) ( 92 ) ( 137 ) ( 273 ) Customer relationships 832 339 809 5,712 605 1,256 549 210 634 Trade name 1,530 485 870 1,099 1,192 2,748 344 353 698 Non-compete 139 — 26 — 6 94 36 2 16 Intellectual property — — — 2,065 — — — — — Goodwill 8,673 1,702 3,915 6,119 5,728 11,120 866 661 2,126 Total $ 11,249 $ 3,558 $ 6,479 $ 16,368 $ 9,282 $ 17,779 $ 2,149 $ 1,692 $ 4,351 Harvest Aquaserene Mendocino CGS Hoagtech All Seasons MMI Total Inventory $ 1,204 1,696 753 875 751 100 3,530 $ 16,857 Prepaids and other current assets 7 2 1 1 37 1 — 742 Furniture and equipment 100 500 160 100 144 25 328 2,233 Liabilities — — — — ( 29 ) — ( 250 ) ( 448 ) Operating lease right of use asset 3,782 1,177 408 746 1,569 37 2,332 13,340 Operating lease liability ( 3,782 ) ( 1,177 ) ( 408 ) ( 746 ) ( 1,569 ) ( 37 ) ( 2,332 ) ( 13,340 ) Customer relationships 1,016 1,235 575 1,382 493 154 2,964 18,765 Trade name 1,392 1,231 414 852 428 117 1,039 14,792 Non-compete — 11 6 11 3 — 238 588 Intellectual property — — — — — — — 2,065 Goodwill 4,606 6,976 2,091 4,027 2,105 545 1,202 62,462 Total $ 8,325 11,651 4,000 $ 7,248 3,932 942 $ 9,051 $ 118,056 The table below represents the consideration paid for the net assets acquired in business combinations during 2021: Agron Aquarius 55 Hydro Charcoir San Diego Hydro Grow Warehouse Grow Depot Maine Indoor Garden Downriver Cash $ 5,973 $ 2,331 $ 5,347 $ 9,902 $ 4,751 $ 8,100 $ 1,738 $ 1,165 $ 3,177 Common stock 5,276 1,227 1,132 6,466 4,531 9,679 411 527 1,174 Total $ 11,249 $ 3,558 $ 6,479 $ 16,368 $ 9,282 $ 17,779 $ 2,149 $ 1,692 $ 4,351 F-34 Table of Contents GROWGENERATION CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Harvest Aquaserene Mendocino CGS Hoagtech All Seasons MMI Total Cash $ 5,561 $ 9,860 $ 4,000 $ 5,976 $ 3,932 $ 701 $ 8,270 $ 80,784 Common stock 2,764 1,791 — 1,272 — 241 781 37,272 Total $ 8,325 $ 11,651 $ 4,000 $ 7,248 $ 3,932 $ 942 $ 9,051 $ 118,056 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 December 31, 2021. Agron Aquarius 55 Hydro Charcoir San Diego Hydro Grow Warehouse LLC Grow Depot Maine Indoor Garden Downriver 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 3/31/2021 Revenue $ 14,403 $ 9,640 $ 6,017 $ 6,840 $ 7,173 $ 13,147 $ 6,655 $ 6,265 $ 3,663 Net Income (loss) $ ( 305 ) $ 1,679 $ 399 $ 1,039 $ 906 $ 2,175 $ 1,132 $ 1,088 $ 297 Harvest Aquaserene Mendocino CGS Hoagtech All Seasons MMI Total Acquisition date 5/3/21 7/19/21 7/19/21 8/24/21 8/23/21 10/15/21 12/31/21 Revenue $ 6,706 $ 2,742 $ 1,455 $ 1,534 $ 1,564 $ 187 $ — $ 87,991 Net Income (loss) $ 924 $ 445 $ 106 $ 15 $ 141 $ 52 $ — $ 10,093 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 years ended December 31, 2021 and 2020. December 31, 2021 (Unaudited) December 31, 2020 (Unaudited) Revenue $ 452,126 $ 310,947 Net income $ 13,511 $ 18,480 2020 Acquisitions On February 26, 2020, the Company purchased the assets of Health & Harvest LLC ("Health & Harvest"). The total consideration for the purchase was approximately $ 2.9 million, including approximately $ 1.8 million in cash and common stock valued at approximately $ 1.1 million. Acquired goodwill represents the value expected to rise from organic growth and the opportunity to expand into a well-established market for the Company. On June 16, 2020, we acquired certain assets of H2O Hydroponics, LLC (“H2O Hydro”). The total consideration for the purchase was approximately $ 2.0 million, including approximately $ 1.3 million in cash and common stock valued at approximately $ 0.7 million. Acquired goodwill represents the value expected to rise from organic growth and the opportunity to expand into a well-established market for the Company. On August 10, 2020, we acquired certain assets of Benzakry Family Corp, d/b/a Emerald City Garden (“Emerald City”). The total consideration for the purchase was approximately $ 1.0 million. Acquired goodwill represents the value expected to rise from organic growth and the opportunity to expand into a well-established market for the Company. On October 12, 2020, the Company acquired the assets of Hydroponics Depot, LLC (“Hydro Depot”), a single store located in Phoenix, AZ. The total consideration for the purchase was approximately $ 1.5 million, including approximately $ 1.0 million in cash and common stock valued at approximately $ 0.5 million. Acquired goodwill represents the value expected to rise from organic growth and the opportunity to expand into a well-established market for the Company. F-35 Table of Contents GROWGENERATION CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS On October 20, 2020 the Company acquired the assets of Big Green Tomato (“BGT”), a two -store chain in Battle Creek and Taylor, Michigan. The total consideration was approximately $ 9.0 million, including approximately $ 6.0 million in cash and shares of common stock valued at approximately $ 3.1 million. Acquired goodwill of approximately $ 4.0 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. On November 17, 2020, the Company acquired the assets of The GrowBiz (“GrowBiz”), a five -store chain with four stores in California and one store in Oregon. The total consideration for the purchase of GrowBiz was approximately $ 44.8 million, including approximately $ 17.5 million in cash and common stock valued at approximately $ 27.3 million. Acquired goodwill of approximately $ 28.5 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. On December 14, 2020, the Company acquired the assets of Grassroots Hydroponics, Inc. ("Grassroots"), a three -store chain in California. The total consideration for the purchase of Grassroots was approximately $ 10.0 million, approximately $ 7.5 million in cash and common stock valued at approximately $ 2.5 million. Acquired goodwill of approximately $ 4.5 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company. On December 23, 2020, the Company acquired the assets of Canopy Crop Management (“Canopy”) and its complete portfolio of products including the Power SI brand of silicic acid-enriched fertilizers. The total consideration for the purchase of Canopy was approximately $ 9.2 million, including approximately $ 5.4 million in cash and common stock valued at approximately $ 3.8 million. Acquired goodwill of approximately $ 4.9 million represents the value expected to rise from organic growth and an opportunity to expand into a well-established product distribution market for the Company. The table below represents the allocation of the purchase price to the acquired net assets during the year ended December 31, 2020: Canopy Grassroots GrowBiz BGT Hydro Depot Emerald City H2O Hydro Health & Harvest Total Inventory $ 899 $ 2,348 $ 6,286 $ 1,595 $ 333 $ 150 $ 498 $ 1,054 $ 13,163 Prepaids and other current assets — — — — — — 4 — 4 Building — — — 477 — — — — 477 Furniture and equipment — 150 200 250 25 10 50 51 736 Operating lease right to use asset — 1,437 3,641 246 — 140 906 324 6,694 Operating lease liability — ( 1,437 ) ( 3,641 ) ( 246 ) — ( 140 ) ( 906 ) ( 324 ) ( 6,694 ) Customer relationships 2,274 768 1,969 634 148 212 150 255 6,410 Trade name 1,094 2,140 7,483 1,953 212 — 234 357 13,473 Non-compete 113 133 372 96 19 14 43 6 796 Goodwill 4,860 4,461 28,476 4,039 799 614 1,008 1,131 45,388 Total $ 9,240 $ 10,000 $ 44,786 $ 9,044 $ 1,536 $ 1,000 $ 1,987 $ 2,854 $ 80,447 The table below represents the consideration paid for the net assets acquired in business combinations during 2020: Canopy Grassroots GrowBiz BGT Hydro Depot Emerald City H2O Hydro Health & Harvest Total Cash $ 5,424 $ 7,499 $ 17,487 $ 5,972 $ 988 $ 1,000 $ 1,282 $ 1,750 $ 41,402 Common stock 3,816 2,501 27,299 3,072 548 — 705 1,104 39,045 Total $ 9,240 $ 10,000 $ 44,786 $ 9,044 $ 1,536 $ 1,000 $ 1,987 $ 2,854 $ 80,447 F-36 Table of Contents GROWGENERATION CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 December 31, 2020: Canopy Grassroots GrowBiz BGT Hydro Depot Emerald City H2O Hydro Health & Harvest Total Acquisition date 12/23/2020 12/14/2020 11/17/2020 10/20/2020 10/12/2020 8/10/2020 6/16/2020 2/26/2020 Revenue $ 301 $ 532 $ 3,852 $ 1,859 $ 1,245 $ 5,635 $ 2,418 $ 8,995 $ 24,837 Net Income $ 141 $ 74 $ 736 $ 188 $ 149 $ 1,005 $ 562 $ 1,066 $ 3,921 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 year ended December 31, 2020. December 31, 2020 (Unaudited) Revenue $ 309,486 Earnings $ 18,308 15. STOCKHOLDERS EQUITY On December 11, 2020, the Company consummated an underwritten public offering of 5,750,000 shares of its common stock (the “Shares”), which included the exercise in full of the underwriters’ option to purchase an additional 750,000 shares of common stock to cover over-allotments. The Shares were sold at a public offering price of $ 30 per share, generating gross proceeds of $ 172.5 million, before deducting the underwriting discounts and commissions and other offering expenses. Net proceeds from the sales of common stock, net of all offering costs and expenses, was approximately $ 162.5 million. On July 2, 2020, the Company consummated an underwritten public offering of 8,625,000 shares of its common stock (the “Shares”), which included the exercise in full of the underwriters’ option to purchase an additional 1,125,000 shares of common stock to cover over-allotments. The Shares were sold at a public offering price of $ 5.60 per share, generating gross proceeds of $ 48.3 million, before deducting the underwriting discounts and commissions and other offering expenses. Net proceeds from the sales of common stock, net of all offering costs and expenses, was approximately $ 44.6 million. 16. RELATED PARTIES The Company has engaged with a firm that employs an immediate family member of an officer of the Company as partner. The firm provides certain legal services. Amounts paid to that firm in total were approximately $ 0.3 million for the year ended December 31, 2022. As of December 31, 2022, there was an outstanding balance of $ 26 thousand due. 17. SEGMENTS As discussed in Note 2, at December 31, 2021, the Company had two reportable segments which increased to three at March 31, 2022, based on quantitative and qualitative analyses. The Company now also reports E-commerce as a reportable segment. The Company has three primary reportable segments including retail operations, e-commerce and all other which includes the distribution of proprietary brands to wholesale accounts. The Company has segmented its operations to reflect the manner in which management reviews and evaluates the results of its operations. The structure reflects the manner in which the chief operating decision maker regularly assesses information for decision-making purposes, including the allocation of resources. Shared services and other corporate costs are allocated to individual segments based on that segment's profitability. F-37 Table of Contents GROWGENERATION CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Retail : The core of our business strategy is to operate the largest chain of retail garden centers in the U.S. The hydroponic retail landscape is fragmented, which allows us to acquire “best of breed” hydroponic retail operations and leverage efficiencies of a centralized organization. During 2022, the Company acquired or opened 5 new locations and expanded its physical retail presence into 4 new states. Our plan is to continue to acquire, open and operate garden centers and related businesses throughout the U.S. However, in light of persistent difficult market conditions, the Company also closed 8 underperforming retail locations in 2022 and may consider additional store consolidation in 2023. Some of our garden centers have multi-functions, with added capabilities that include warehousing, distribution and fulfillment for our online platforms and direct fulfillment to our commercial customers. Our retail segment also includes our commercial sales organization, which is focused on selling products and services, including end-to-end solutions, for large commercial cultivators outside of the physical retail network. When a commercial customers gain new cultivation licenses, they need lighting, benching, environmental control systems, irrigation, fertigation and other products to outfit their facilities. Existing facilities also need consumable products for operations, as well as equipment updates from time to time. Commercial customers typically purchase large dollar amounts and sizes of products. We offer commercial customers volume pricing, terms and financing. E-commerce : Our digital strategy is primarily focused on capturing the home, craft and commercial grower online. GrowGeneration.com offers thousands of hydroponic products, all curated by our product team. GrowGeneration.com offers customers the option to have their orders shipped directly to their locations, anywhere in North America. GrowGeneration also sells its products through its distribution website, HRGdist.com, and online marketplaces such as Amazon and Walmart. Distribution and other : In December 2020, GrowGeneration purchased the business of Canopy Crop Management Corp., the developer of the popular PowerSi line of monosilicic acid products, a widely used nutrient additive for plants. In March 2021, the Company purchased Charcoir, a line of premium coco pots, cubes and medium. In December 2021, the Company purchased the assets of Mobile Media, Inc. ("MMI"), a mobile shelving and storage solutions developer and manufacturer. In February 2022, the Company purchased the assets of Horticultural Rep Group, Inc. ("HRG"), a specialty marketing and sales organization of horticultural products. The Company is in the process of combining the operations and management of these non-retail enterprises. The products these companies provide are integrated into our retail, e-commerce, and direct sales activities and we receive incremental revenue from the sale of these products. F-38 Table of Contents GROWGENERATION CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Disaggregated revenue by segment is presented in the following table: December 31, 2022 2021 2020 Sales, net Retail Private label sales $ 24,712 $ 22,077 $ 1,786 Non-private label sales 180,807 347,109 176,797 Total retail 205,519 369,186 178,583 E-Commerce Private label sales 1,168 802 — Non-private label sales 13,903 35,410 14,482 Total e-commerce 15,071 36,212 14,482 Distribution and other Private label sales 11,026 17,091 300 Non-private label sales 14,065 — — Commercial fixture sales 32,485 — — Total distribution and other 57,576 17,091 300 Total $ 278,166 $ 422,489 $ 193,365 Selected information by segment is presented in the following tables: December 31, 2022 2021 2020 Sales, net Retail $ 205,519 $ 369,186 $ 178,583 E-Commerce 15,071 36,212 14,482 Distribution and other 57,576 17,091 300 Total $ 278,166 $ 422,489 $ 193,365 December 31, 2022 2021 2020 Gross profit Retail $ 48,804 $ 101,384 $ 47,127 E-Commerce 3,851 9,876 3,728 Distribution and other 17,608 6,981 193 Total $ 70,263 $ 118,241 $ 51,048 F-39 Table of Contents GROWGENERATION CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2022 2021 2020 Income (Loss) from operations Retail $ ( 149,122 ) $ 13,098 $ 9,264 E-Commerce ( 12,589 ) ( 975 ) ( 999 ) Distribution and other ( 6,164 ) 2,879 172 Total $ ( 167,875 ) $ 15,002 $ 8,437 The Company does not evaluate segments by assets as it is not practical and does not inform any of our decision making processes. The chief operating decision maker in the Company neither reviews nor requests this information. F-40 Table of Contents GROWGENERATION CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 18. COMMITMENTS AND CONTINGENCIES Legal Matters We are involved in lawsuits and claims which arise in the normal course of our business, including the initiation and defense of proceedings related to contract and employment disputes. In our opinion, these claims individually and in the aggregate are not expected to have a material adverse effect on our financial condition, results of operations or cash flows. In December 2021, the Company was sued in the U.S. District Court for the Southern District of Texas related to a Promissory Note & Asset Acquisition Rights Option (“Note & Option”) with TGC Systems, LLC (“Total Grow”). The Texas case has been dismissed and the parties are currently engaged in arbitration pursuant to the arbitration clause of the Note & Option. Among other claims, Total Grow alleges that the Company is liable to Total Grow based on promissory estoppel and breach of contract for failing to consummate the acquisition of Total Grow by the Company. The Company believes that the claims against it are without merit and is vigorously defending against them. The Company is also counterclaiming for repayment of $ 1,500,000 principal plus interest loaned by the Company to Total Grow pursuant to the Note & Option. The Company has accrued a reserve of $ 1.3 million against the Note & Option. There can be no assurance that future developments related to pending claims or claims filed in the future, whether as a result of adverse outcomes or as a result of significant defense costs, will not have a material effect on the Company’s financial condition, results of operations or cash flows. We believe that our assessment of contingencies is reasonable and that the related accruals, in the aggregate, are adequate; however, there can be no assurance that the final resolution of these matters will not have a material effect on our financial condition, results of operations or cash flows. Indemnifications In the ordinary course of its business, the Company makes certain indemnities under which it may be required to make payments in relation to certain transactions. As of December 31, 2022, the Company did not have any liabilities associated with indemnities. In addition, the Company, as permitted under Colorado law and in accordance with its amended and restated certificate of incorporation and amended and restated bylaws, in each case, as amended to date, indemnifies its officers and directors for certain events or occurrences while the officer or director is or was serving at the Company’s request in such capacity. The duration of these indemnifications varies. The Company has a director and officer insurance policy that may enable it to recover a portion of any future amounts paid. The Company accrues for losses for any known contingent liability, including those that may arise from indemnification provisions, when future payment is probable. No such losses have been recorded to date. F-41 Table of Contents GROWGENERATION CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-42 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE See report on Form 8-K filed on March 28, 2022 regarding change in Accountants.