HYDROFARM HOLDINGS GROUP, INC. 10-Q

ITEM 1. FINANCIAL STATEMENTS Hydrofarm Holdings Group, Inc. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (In thousands, except share and per share amounts) September 30, December 31, 2021 2020 Assets Current assets: Cash and cash equivalents $ 12,679 $ 75,178 Restricted cash 1,777 1,777 Accounts receivable, net 35,338 21,626 Inventories 163,354 88,618 Notes receivable 311 3,151 Prepaid expenses and other current assets 9,000 9,567 Total current assets 222,459 199,917 Property and equipment, net 26,652 3,988 Operating lease right-of-use assets 30,007 18,289 Goodwill 297,525 — Intangible assets, net 199,014 52,421 Other assets 7,379 1,180 Total assets $ 783,036 $ 275,795 Liabilities, convertible preferred stock and stockholders’ equity Current liabilities: Accounts payable $ 31,211 $ 22,638 Accrued expenses and other current liabilities 54,048 21,615 Current portion of lease liabilities 6,097 3,701 Current portion of long-term debt 27,213 746 Total current liabilities 118,569 48,700 Long-term lease liabilities 24,962 15,320 Long-term debt 467 290 Deferred tax liabilities 3,185 — Other long-term liabilities 811 567 Total liabilities 147,994 64,877 Commitments and contingencies (Note 13) Convertible preferred stock ( $ 0.0001 par value; 50,000,000 shares authorized; 0 shares issued and outstanding at September 30, 2021 and December 31, 2020) — — Stockholders’ equity Common stock ($ 0.0001 par value; 300,000,000 shares authorized; 44,099,239 and 33,499,953 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively) 4 3 Additional paid-in capital 765,946 364,248 Accumulated other comprehensive (loss) income ( 1,438 ) 599 Accumulated deficit ( 129,470 ) ( 153,932 ) Total stockholders’ equity 635,042 210,918 Total liabilities, convertible preferred stock and stockholders’ equity $ 783,036 $ 275,795 The accompanying notes are an integral part of the condensed consolidated financial statements. 1 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (In thousands, except share and per share amounts) Three months ended September 30, Nine months ended September 30, 2021 2020 2021 2020 Net sales $ 123,822 $ 96,658 $ 369,011 $ 254,763 Cost of goods sold 93,833 78,473 286,209 207,139 Gross profit 29,989 18,185 82,802 47,624 Operating expenses: Selling, general and administrative 32,149 12,524 76,233 37,084 Impairment, restructuring and other 246 184 262 276 (Loss) income from operations ( 2,406 ) 5,477 6,307 10,264 Interest expense ( 132 ) ( 2,549 ) ( 276 ) ( 7,858 ) Loss on debt extinguishment — — ( 680 ) — Other (expense) income, net ( 41 ) ( 223 ) 86 103 (Loss) income before tax ( 2,579 ) 2,705 5,437 2,509 Income tax benefit (expense) 19,844 ( 54 ) 19,025 ( 384 ) Net income 17,265 2,651 24,462 2,125 Cumulative dividends allocated to Series A Convertible Preferred Stock — ( 682 ) — ( 1,990 ) Net income attributable to common stockholders $ 17,265 $ 1,969 $ 24,462 $ 135 Net income per share attributable to common stockholders: Basic $ 0.39 $ 0.09 $ 0.64 $ 0.01 Diluted $ 0.37 $ 0.08 $ 0.58 $ 0.01 Weighted-average shares of common stock outstanding: Basic 43,760,975 20,688,439 38,497,925 20,688,439 Diluted 46,288,075 21,111,975 42,494,624 20,892,507 The accompanying notes are an integral part of the condensed consolidated financial statements. 2 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) (In thousands) Three months ended September 30, Nine months ended September 30, 2021 2020 2021 2020 Net income 17,265 2,651 $ 24,462 $ 2,125 Other comprehensive (loss) income: Foreign currency translation (loss) gain ( 2,640 ) 389 ( 2,037 ) ( 246 ) Total comprehensive income $ 14,625 $ 3,040 $ 22,425 $ 1,879 The accompanying notes are an integral part of the condensed consolidated financial statements. 3 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (UNAUDITED) (In thousands, except for share amounts) Convertible Preferred Stock Common Stock Additional Paid-In Capital Accumulated Other Comprehensive (Loss) Income Accumulated Deficit Total Stockholders’ Equity Shares Amount Shares Amount Balance, June 30, 2020 7,725,045 $ 26,902 20,688,439 $ 2 $ 155,036 $ ( 779 ) $ ( 147,185 ) $ 7,074 Stock-based compensation expense — — — — 245 — — 245 Series A Convertible Preferred Stock cumulative dividend — 682 — — ( 682 ) — — ( 682 ) Net income — — — — — — 2,651 2,651 Foreign currency translation gain — — — — — 389 — 389 Balance, September 30, 2020 7,725,045 $ 27,584 20,688,439 $ 2 $ 154,599 $ ( 390 ) $ ( 144,534 ) $ 9,677 Balance, June 30, 2021 — $ — 41,296,585 $ 4 $ 707,690 $ 1,202 $ ( 146,735 ) $ 562,161 Common stock issued upon exercise of options — — 23,464 — 198 — — 198 Issuance of common stock for vesting of restricted stock units — — 287,236 — — — — — Shares repurchased for withholding tax on restricted stock units — — ( 57,709 ) — ( 2,984 ) — — ( 2,984 ) Issuance of common stock under cashless warrant exercise — — 77,047 — — — — — Issuance of common stock under investor warrant exercise — — 2,016,117 — 33,992 — — 33,992 Issuance of common stock in connection with business combination — — 456,499 — 25,824 — — 25,824 Stock-based compensation expense — — — — 1,226 — — 1,226 Net income — — — — — — 17,265 17,265 Foreign currency translation loss — — — — — ( 2,640 ) — ( 2,640 ) Balance, September 30, 2021 — $ — 44,099,239 $ 4 $ 765,946 $ ( 1,438 ) $ ( 129,470 ) $ 635,042 The accompanying notes are an integral part of the condensed consolidated financial statements. 4 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (UNAUDITED) (In thousands, except for share amounts) Convertible Preferred Stock Common Stock Additional Paid-In Capital Accumulated Other Comprehensive (Loss) Income Accumulated Deficit Total Stockholders’ Equity Shares Amount Shares Amount Balance, January 1, 2020 7,007,429 $ 21,802 20,688,439 $ 2 $ 156,179 $ ( 144 ) $ ( 146,659 ) $ 9,378 Proceeds from issuance of Series A Convertible Preferred Stock, net of issuance costs of $ 169 717,616 2,342 — — — — — — Collection of receivable for issuance of Series A Convertible Preferred Stock — 1,450 — — — — — — Stock-based compensation expense — — — — 410 — — 410 Series A Convertible Preferred Stock cumulative dividend — 1,990 — — ( 1,990 ) — — ( 1,990 ) Net income — — — — — — 2,125 2,125 Foreign currency translation loss — — — — — ( 246 ) — ( 246 ) Balance, September 30, 2020 7,725,045 $ 27,584 20,688,439 $ 2 $ 154,599 $ ( 390 ) $ ( 144,534 ) $ 9,677 Balance, January 1, 2021 — $ — 33,499,953 $ 3 $ 364,248 $ 599 $ ( 153,932 ) $ 210,918 Common stock issued upon exercise of options — — 125,411 — 1,057 — — 1,057 Issuance of common stock for vesting of restricted stock units — — 652,983 — — — — — Shares repurchased for withholding tax on restricted stock units — — ( 204,369 ) — ( 11,805 ) — — ( 11,805 ) Issuance of common stock under cashless warrant exercise — — 418,309 — — — — — Issuance of common stock under investor warrant exercise — — 3,367,647 — 56,779 — — 56,779 Issuance of common stock in connection with follow-on public offering, net of offering costs of $ 16,303 — — 5,526,861 1 309,781 — — 309,782 Issuance of common stock in connection with business combination — — 712,444 — 42,560 — — 42,560 Stock-based compensation expense — — — — 3,326 — — 3,326 Net income — — — 24,462 24,462 Foreign currency translation loss — — — — — ( 2,037 ) — ( 2,037 ) Balance, September 30, 2021 — $ — 44,099,239 $ 4 $ 765,946 $ ( 1,438 ) $ ( 129,470 ) $ 635,042 The accompanying notes are an integral part of the condensed consolidated financial statements. 4 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (In thousands) Nine months ended September 30, 2021 2020 Operating activities Net income $ 24,462 $ 2,125 Adjustments to reconcile net income to net cash used in operating activities: Depreciation and amortization 8,638 5,170 Stock-based compensation expense 3,326 410 Non-cash operating lease expense 3,678 2,538 Deferred income tax benefit ( 21,252 ) — Amortization of inventory step-up of basis 2,034 — Other 1,361 601 Changes in assets and liabilities: Accounts receivable ( 1,740 ) ( 7,694 ) Inventories ( 53,106 ) ( 29,730 ) Prepaid expenses and other current assets 2,350 ( 3,650 ) Other assets ( 2,567 ) 14 Accounts payable 1,828 18,145 Accrued expenses and other current liabilities 16,505 7,166 Lease liabilities ( 3,118 ) ( 2,379 ) Other long-term liabilities 91 ( 493 ) Net cash used in operating activities ( 17,510 ) ( 7,777 ) Investing activities Business Combinations, net of cash and cash equivalents acquired ( 415,918 ) — Purchases of property and equipment ( 3,069 ) ( 700 ) Proceeds from notes receivable — 2,000 Other ( 420 ) 28 Net cash (used in) provided by investing activities ( 419,407 ) 1,328 Financing activities Proceeds from issuance of common stock upon follow-on public offering, net of offering costs 309,781 — Proceeds from exercises of investor warrants 56,779 — Payment of withholding tax related to restricted stock units ( 17,894 ) — Proceeds from issuance of Series A Convertible Preferred Stock, net of issuance costs — 3,792 Borrowings from PPP Loan — 3,274 Borrowings under revolving credit facilities 96,970 213,621 Repayments of long-term debt and revolving credit facilities ( 70,680 ) ( 213,709 ) Other ( 509 ) ( 570 ) Net cash provided by financing activities 374,447 6,408 Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 29 ) 39 Net decrease in cash, cash equivalents and restricted cash ( 62,499 ) ( 2 ) Cash, cash equivalents and restricted cash at beginning of period 76,955 32,857 Cash, cash equivalents and restricted cash at end of period $ 14,456 $ 32,855 The accompanying notes are an integral part of the condensed consolidated financial statements. 5 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (dollars in thousands, except share and per share amounts) 1. DESCRIPTION OF THE BUSINESS Description of the business Hydrofarm Holdings Group, Inc. and its subsidiaries (collectively, the “Company”) was formed in May 2017 under the laws of the state of Delaware to acquire and continue the business of Hydrofarm, LLC established in 1977. The Company is a leading distributor and manufacturer of controlled environment agriculture (“CEA”, principally hydroponics) equipment and supplies, including a broad portfolio of proprietary branded products. Products offered include agricultural lighting devices, indoor climate control equipment, hydroponics and nutrients, and plant additives used to grow, farm and cultivate cannabis, flowers, fruits, plants, vegetables, grains and herbs in controlled environment settings that allow end users to control key farming variables including temperature, humidity, CO 2 , light intensity and color, nutrient concentration and pH. Follow-on public offering On May 3, 2021, the Company closed its follow-on public offering ("follow-on offering") under a registration statement effective April 28, 2021, in which it issued and sold 5,526,861 shares of its common stock, including the full exercise by the underwriters of their option to purchase 720,894 additional shares of common stock. The public offering price was $ 59.00 per share. The Company received net proceeds of approximately $ 309.8 million from the follow-on offering after deducting underwriting discounts and commissions and offering expenses. Initial public offering On December 14, 2020, the Company closed its initial public offering (“IPO”) under a registration statement effective December 9, 2020, in which it issued and sold 9,966,667 shares of its common stock, including the full exercise by the underwriters of their option to purchase 1,300,000 additional shares of common stock. The public offering price was $ 20.00 per share. The Company received net proceeds of approximately $ 182.3 million from the IPO after deducting underwriting discounts and commissions and offering expenses. 2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the requirements of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These condensed consolidated financial statements have been prepared on the same basis as the Company's annual consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2021, or for any other interim period or for any other future year. All intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated balance sheet as of December 31, 2020 has been derived from the audited consolidated financial statements of the Company, which is included in the Company's Annual Report on Form 10-K ("2020 Annual Report"). These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the 2020 Annual Report. 6 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (dollars in thousands, except share and per share amounts) Use of estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Significant estimates include provisions for sales returns, rebates and claims from customers, realization of accounts receivable and inventories, fair value of assets acquired and liabilities assumed for business combinations, valuation of intangible assets and goodwill, incremental borrowing rate applied in lease accounting, valuation of stock-based compensation, recognition of deferred income taxes, recognition of liabilities related to commitments and contingencies and valuation allowances. Actual results may differ from these estimates. On an ongoing basis, the Company reviews its estimates to ensure that these estimates appropriately reflect changes in its business or new information available. Business combinations Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition date fair values of the assets transferred, liabilities incurred to the former owners of the acquiree and the equity interests issued in exchange for control of the acquiree. Acquisition related costs are recognized in net income (loss) as incurred. When the consideration transferred in a business combination includes assets or liabilities resulting from a contingent consideration arrangement, the contingent consideration is measured at its acquisition date fair value and included as part of the consideration transferred in a business combination. Contingent consideration is established for business acquisitions where the Company has the obligation to transfer additional assets or equity interests to the former owners if specified future events occur or conditions are met. Contingent consideration is classified as a liability when the obligation requires settlement in cash or other assets and is classified as equity when the obligation requires settlement in the Company's own equity instruments. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with a corresponding adjustment to goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the measurement period (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date. All other subsequent changes in the fair value of contingent consideration classified as an asset or liability are included in net income (loss) in the period. Changes in the fair value of contingent consideration classified as equity are not recognized. For a given acquisition, the Company may identify certain pre-acquisition contingencies as of the acquisition date and may extend its review and evaluation of these pre-acquisition contingencies throughout the measurement period in order to obtain sufficient information to assess these contingencies as part of acquisition accounting, as applicable. Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non‑controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquire (if any) over the net of the acquisition‑date fair value amounts of the identifiable assets acquired and the liabilities assumed. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period, or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that time. Upon conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to net income (loss). 7 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (dollars in thousands, except share and per share amounts) Segment and entity-wide information Segment information The Company's chief operating decision maker is the chief executive officer ("CEO") who reviews financial information for the purposes of making operating decisions, assessing financial performance and allocating resources. The business is organized as two operating segments, the U.S. and Canada, which meet the criteria for aggregation, and the Company has elected to present them as one reportable segment, which is the distribution and manufacture of CEA equipment and supplies. Aggregation is based on similarities which include the nature of its products, production or acquisition of inventory, customer base, fulfillment and distribution and economic characteristics. Since the Company operates as one reportable segment, all required segment financial information is found in the condensed consolidated financial statements and footnotes with entity-wide disclosures presented below. Entity-wide information Sales to external customers and property and equipment, net in the United States and Canada, determined by the location of the subsidiaries, were as follows: Three months ended September 30, Nine months ended September 30, 2021 2020 2021 2020 United States $ 104,623 $ 83,415 $ 306,651 $ 212,706 Canada 21,268 13,967 67,364 44,352 Intersegment eliminations ( 2,069 ) ( 724 ) ( 5,004 ) ( 2,295 ) Total consolidated net sales $ 123,822 $ 96,658 $ 369,011 $ 254,763 September 30, 2021 December 31, 2020 United States $ 20,400 $ 3,272 Canada 6,252 716 Total property and equipment, net $ 26,652 $ 3,988 All of the products sold by the Company are similar and classified as CEA equipment and supplies. The Company’s underlying accounting records currently do not support presentation of disaggregated net sales and any attempt to report them would be impracticable. Cash, cash equivalents and restricted cash The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the consolidated statements of cash flows. September 30, 2021 December 31, 2020 Cash and cash equivalents $ 12,679 $ 75,178 Restricted cash 1,777 1,777 Cash and cash equivalents, and restricted cash $ 14,456 $ 76,955 Cash and cash equivalents and restricted cash as of September 30, 2020 were $ 31,078 and $ 1,777 , respectively, for total cash, cash equivalents and restricted cash as of September 30, 2020 of $ 32,855 . 8 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (dollars in thousands, except share and per share amounts) Revenue recognition The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”) which requires that revenue recognized from contracts with customers be disaggregated into categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The Company has determined that revenue is generated from one category, which is the distribution and manufacture of controlled environment agriculture equipment and supplies. Inventory is maintained in regional distribution centers. Payment terms are primarily at the point of sale or due within thirty days. The amount billed to customers for shipping and handling costs included in net sales was $ 2,242 and $ 5,170 during the three and nine months ended September 30, 2021, respectively, and $ 1,131 and $ 3,475 during the three and nine months ended September 30, 2020, respectively. Shipping and handling costs that occur before the customer obtains control of the goods are deemed to be fulfillment activities and are accounted for as fulfillment costs included in cost of goods sold under the practical expedient provisions of ASC 606. Deferred revenues are not material. The Company does not receive noncash consideration for the sale of goods. There are no significant financing components. Excluded from revenue are any taxes assessed by governmental authorities, including value-added and other sales-related taxes that are imposed on and concurrent with revenue-generating activities under the practical expedient provisions. Income taxes—interim tax provision The income tax provision is calculated for an interim period by distinguishing between elements recognized in the income tax provision through applying an estimated annual effective tax rate (the “ETR”) to a measure of year-to-date operating results referred to as “ordinary income (or loss),” and discretely recognizing specific events referred to as “discrete items” as they occur. The income tax provision or benefit for each interim period is the difference between the year-to-date amount for the current period and the year-to-date amount for the prior period. Under FASB ASC 740-270-30-36, entities subject to income taxes in multiple jurisdictions should apply one overall ETR instead of separate ETRs for each jurisdiction when calculating the interim-period income tax or benefit related to consolidated ordinary income (or loss) for the year-to-date interim period, except in certain circumstances. The Company recorded a tax benefit of $ 19,844 and $ 19,025 for the three and nine months ended September 30, 2021, respectively. The Company’s effective tax rates for the three and nine months ended September 30, 2021 differ from the federal statutory rate of 21% primarily as a result of a reduction in the valuation allowance recorded against the Company's net deferred tax assets. In connection with the acquisition of shares of the H&G Entities (as defined below), the Company recorded a net deferred tax liability which provides an additional source of taxable income to support the realization of the pre-existing deferred tax assets (see Note 3 - Business Combinations) . As a result, a portion of the Company's valuation allowance was released and the Company recorded a $ 21,252 tax benefit for the three and nine months ended September 30, 2021. The tax benefit is partially offset by income taxes from certain foreign jurisdictions where the Company conducts business and state minimum income taxes in the United States. The Company recorded a tax expense of $ 54 and $ 384 for the three and nine months ended September 30, 2020, respectively. The Company’s effective tax rates for the three and nine months ended September 30, 2020 differ from the federal statutory rate of 21% primarily as a result of reducing valuation allowances on the Company's deferred tax assets related to net operating loss carryforwards. The tax expense for the three and nine months ended September 30, 2020 was primarily due to foreign and state income tax expense. Fair value Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company has applied the framework for measuring fair value which requires a fair value hierarchy to be applied to all fair value measurements. All financial instruments recognized at fair value are classified into one of three levels in the fair value hierarchy as follows: Level 1 — Valuation based on quoted prices (unadjusted) observed in active markets for identical assets or liabilities. 9 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (dollars in thousands, except share and per share amounts) Level 2 — Valuation techniques based on inputs that are quoted prices of similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not in active markets; inputs other than quoted prices used in a valuation model that are observable for that instrument; and inputs that are derived from or, corroborated by, observable market data by correlation or other means. Level 3 — Valuation techniques with significant unobservable market inputs. The carrying values of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued and other current liabilities approximate their fair value due to their short-term maturities using level 2 inputs. The fair value of contingent consideration is classified within level 3 of the fair value hierarchy (See discussion of contingent consideration in Note 3 - Business Combinations ). Recently issued accounting pronouncements Adopted in 2021 In October 2020, the FASB issued Accounting Standards Update ("ASU") No. 2020-10, Codification Improvements . The amendments improve the codification by having all disclosure-related guidance available in the disclosure sections of the codification. Prior to this ASU, various disclosure requirements or options to present information on the face of the financial statements or as a note to the financial statements were not included in the appropriate disclosure sections of the codification. The codification improvements also contain various other minor amendments to the codification that are not expected to have a significant effect on current accounting practice. The amendments are effective for annual periods beginning after December 15, 2020 and early adoption is permitted. The Company early adopted the standard effective January 1, 2021 with no impact on the condensed consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity . This ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. This ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. The amendments are effective for fiscal years beginning after December 15, 2021, and early adoption is permitted. The Company early adopted the standard effective January 1, 2021 with no impact on the condensed consolidated financial statements. Accounting standards not yet effective In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326) , with additional amendments issued subsequently. Topic 326 changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which will generally result in earlier recognition of allowances for losses. Topic 326 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact the adoption of Topic 326 will have on its condensed consolidated financial statements. 10 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (dollars in thousands, except share and per share amounts) 3. BUSINESS COMBINATIONS Heavy 16 Acquisition On May 3, 2021, the Company acquired 100 % of the issued and outstanding membership interests of Field 16, LLC ("Heavy 16"), a manufacturer and supplier of branded plant nutritional products. As a result of the acquisition, the Company is broadening its proprietary branded offering into the plant nutrients category complementing other product offerings. The acquisition fair value of the consideration transferred for Heavy 16 was $ 77,367 , consisting of $ 60,287 in cash, $ 16,736 of the Company's common stock and $ 344 contingent consideration. The fair value of the common stock issued was determined based on the closing market price of the Company's common stock on the acquisition date. The financial results of Heavy 16 are included in the U.S. operating segment since the acquisition date. Pursuant to the purchase agreement, the Company may pay up to an additional $ 2,500 of contingent consideration based on $ 200 for each $ 1,000 above a $ 21,000 threshold for net sales in calendar year 2021. As a result, the Company recorded a liability for contingent consideration at its estimated fair value of $ 344 as of the acquisition date in the condensed consolidated balance sheets. The contingent consideration was estimated using a Black-Scholes valuation model, which utilized Level 3 inputs as defined in ASC 820 - Fair Value Measurements, including estimated financial forecasts . The key assumptions in applying the valuation model were as follows: a 10 % required revenue metric risk premium and 0.33 % discount periods . The contingent consideration was divided into thirteen standalone option calculations and utilized the same expected value of revenue which was calculated by discounting forecasted sales, by the revenue return metric, and adding year-to-date net sales. The contingent consideration is remeasured to fair value at each reporting date until the contingency is resolved with changes in fair value being recognized within selling, general and administrative expense in the condensed consolidated statements of operations. As of September 30, 2021, the related contingent consideration was $ 218 . 11 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (dollars in thousands, except share and per share amounts) The following table sets forth the components and the preliminary allocation of the purchase price for the Company's acquisition of Heavy 16: Components of Purchase Price: Amount Cash $ 60,287 Common stock 16,736 Contingent consideration 344 Total purchase price $ 77,367 Acquisition-related costs $ 2,865 Allocation of Purchase Price: Identifiable assets (liabilities) Accounts receivable, net $ 510 Inventories 1,451 Prepaid expenses and other current assets 34 Property and equipment, net 1,078 Operating lease right-of-use assets 1,088 Other assets 25 Accounts payable ( 1,055 ) Accrued expenses and other current liabilities ( 226 ) Current portion of lease liabilities ( 274 ) Long-term lease liabilities ( 868 ) Net identifiable assets 1,763 Identifiable intangible assets Backlog 200 Customer relationships 5,100 Trademarks and trade names 18,500 Technology and formulations & recipes 33,600 Total identifiable intangible assets 57,400 Goodwill 18,204 Total purchase price allocation $ 77,367 Goodwill arose on the acquisition of Heavy 16 because the consideration paid for the combination effectively included amounts in relation to the benefit of expected synergies, revenue growth, future market development and the assembled workforce. These benefits are not recognized separately from goodwill and they do not meet the recognition criteria for identifiable intangible assets. The amount of goodwill is fully deductible for tax purposes. The customer relationships and technology and formulations & recipes were assigned estimated useful lives of 18 years. Amounts recognized as of the acquisition date are provisional and subject to change within the measurement period as the Company's fair value assessments are finalized. 12 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (dollars in thousands, except share and per share amounts) House & Garden Acquisition On June 1, 2021, the Company acquired 100 % of the issued and outstanding shares of capital stock of House & Garden, Inc. (“HG”), Humboldt Wholesale, Inc. (“HW”), Allied Imports & Logistics, Inc. (“Allied”), South Coast Horticultural Supply, Inc. (“SC” and, together with HG, HW and Allied, the “H&G Entities”), a manufacturer and distributor of plant nutrients and fertilizers to domestic and various international markets. As a result of the acquisition, the Company is further broadening its proprietary branded offering into the plant nutrients category complementing other product offerings. The acquisition date fair value of the consideration transferred for the H&G Entities was $ 135,041 in cash. T he financial results of the H&G Entities are included in the U.S. operating segment since the acquisition date. The following table sets forth the components and the preliminary allocation of the purchase price for the Company's acquisition of the H&G Entities: Component of Purchase Price: Amount Cash $ 135,041 Total purchase price $ 135,041 Acquisition-related costs $ 6,527 Allocation of Purchase Price: Identifiable assets (liabilities) Accounts receivable, net $ 3,308 Inventories 6,559 Prepaid expenses and other current assets 493 Property and equipment, net 358 Operating lease right-of-use assets 1,921 Other assets 213 Accounts payable ( 1,320 ) Accrued expenses and other current liabilities ( 481 ) Current portion of lease liabilities ( 447 ) Deferred taxes ( 24,438 ) Long-term lease liabilities ( 1,501 ) Net identifiable assets ( 15,335 ) Identifiable intangible assets Backlog 200 Customer relationships 11,600 Trademarks and trade names 29,100 Technology and formulations & recipes 53,600 Total identifiable intangible assets 94,500 Goodwill 55,876 Total purchase price allocation $ 135,041 13 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (dollars in thousands, except share and per share amounts) Goodwill arose on the acquisition of the H&G Entities because the consideration paid for the combination effectively included amounts in relation to the benefit of expected synergies, revenue growth, future market development and the assembled workforce. These benefits are not recognized separately from goodwill and they do not meet the recognition criteria for identifiable intangible assets. The amount of goodwill is not deductible for tax purposes. The customer relationships and technology and formulations & recipes were assigned estimated useful lives of 18 years. Amounts recognized as of the acquisition date are provisional and subject to change within the measurement period as the Company's fair value assessments are finalized. As part of the share acquisition of the H&G Entities, the Company allocated a significant value of the acquisition to identified intangible assets that are not deductible for tax purposes. Therefore, a deferred tax liability arose providing an additional source of taxable income to support the realization of pre-existing deferred tax assets. Aurora Acquisition On July 1, 2021, the Company acquired 100 % of the issued and outstanding membership interests of Gotham Properties LLC (“Gotham Properties”), Aurora Innovations LLC (“Aurora Innovations”), Aurora International LLC (“Aurora International” and, together with Gotham Properties and Aurora Innovations, “Aurora”), a manufacturer of plant fertility product lines. As a result of the acquisition, the Company is further broadening its proprietary branded offering into the plant nutrients and grow media category complementing other product offerings. The preliminary acquisition fair value of the consideration transferred for Aurora was $ 180,280 , consisting of $ 135,371 in cash, $ 25,824 of the Company's common stock, $ 19,300 contingent consideration less $ 215 forgiveness of accounts payable. The fair value of the common stock issued was determined based on the closing market price of the Company's common stock on the acquisition date. The forgiveness of accounts payable represents an effective settlement of a preexisting relationship between the parties. The financial results of Aurora are included in the U.S. operating segment since the acquisition date. Pursuant to the purchase agreement, the Company may pay a maximum contingent consideration equal to $ 70,997 . To the extent 2021 EBITDA of Aurora exceeds $ 15,556 , the excess is multiplied by eleven to determine contingent consideration. As a result, the Company recorded a liability for contingent consideration at its estimated fair value of $ 19,300 as of the acquisition date in the condensed consolidated balance sheets. The contingent consideration was estimated using the discounted cash flow method, which estimated the incremental EBITDA based on the Company's forecasted 2021 EBITDA of Aurora as of the acquisition date, discounted to a present value as of the acquisition date using a discount rate of 15 %. That measure is based on significant inputs that are not observable in the market, which ASC 820 - Fair Value Measurements refers to as a Level 3 input . The contingent consideration is remeasured to fair value at each reporting date until the contingency is resolved with changes in fair value being recognized within selling, general and administrative expense in the condensed consolidated statements of operations. As of September 30, 2021, the related contingent consideration was $ 19,300 . 14 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (dollars in thousands, except share and per share amounts) The following table sets forth the components and the preliminary allocation of the purchase price for the Company's acquisition of Aurora: Components of Purchase Price: Amount Cash $ 135,371 Common stock 25,824 Contingent consideration 19,300 Forgiveness of accounts payable ( 215 ) Total purchase price $ 180,280 Acquisition-related costs $ 6,063 Allocation of Purchase Price: Identifiable assets (liabilities) Accounts receivable, net $ 6,967 Inventories 9,823 Prepaid expenses and other current assets 1,086 Property and equipment, net 18,619 Accounts payable ( 4,279 ) Accrued expenses and other current liabilities ( 782 ) Other long-term liabilities ( 664 ) Net identifiable assets $ 30,770 Identifiable intangible assets Other intangible assets 5 Total identifiable intangible assets 5 Goodwill 149,505 Total purchase price allocation $ 180,280 The Company is in the process of obtaining third-party valuations of certain tangible and intangible assets, including asset retirement obligations; thus, the provisional measurement of goodwill is subject to change. The amount of goodwill is fully deductible for tax purposes. 15 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (dollars in thousands, except share and per share amounts) Greenstar/Grotek Acquisition On August 3, 2021, the Company acquired 100 % of the issued and outstanding shares of Greenstar Plant Products Inc., (“Greenstar”), a manufacturer of horticultural products and solutions for global, domestic and commercial use. As a result of the acquisition, the Company is further broadening its proprietary branded offering into the plant nutrients and grow media category complementing other product offerings. The preliminary acquisition fair value of the consideration transferred for Greenstar was $ 83,618 , consisting of $ 85,219 in cash, less $ 1,601 forgiveness of accounts payable, net, and obligations due under a distribution agreement. The forgiveness of accounts payable, net, and obligations due under a distribution agreement represent an effective settlement of a preexisting relationship between the parties. The financial results of Greenstar are included in the Canada operating segment since the acquisition date. The following table sets forth the components and the preliminary allocation of the purchase price for the Company's acquisition of Greenstar: Components of Purchase Price: Amount Cash $ 85,219 Forgiveness of accounts payable, net, and obligations due under a distribution agreement ( 1,601 ) Total purchase price $ 83,618 Acquisition-related costs $ 2,946 Allocation of Purchase Price: Identifiable assets (liabilities) Accounts receivable, net $ 982 Inventories 7,089 Prepaid expenses and other current assets 447 Property and equipment, net 1,324 Operating lease right-of-use assets 2,393 Other assets 231 Accounts payable ( 777 ) Accrued expenses and other current liabilities ( 1,436 ) Current portion of lease liabilities ( 624 ) Long-term lease liabilities ( 1,836 ) Net identifiable assets 7,793 Identifiable intangible assets Other intangible assets 247 Total identifiable intangible assets 247 Goodwill 75,578 Total purchase price allocation $ 83,618 16 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (dollars in thousands, except share and per share amounts) The Company is in the process of obtaining third-party valuations of certain intangible assets; thus, the provisional measurement of goodwill is subject to change. The amount of goodwill is not deductible for tax purposes. Supplemental Disclosure Of Financial Results The following represents the condensed consolidated statements of operations as if the acquisitions had been included in the consolidated results of the Company for the entire periods presented below. Management considers these estimates to represent an approximate measure of the performance of the combined Company (in millions): Three months ended September 30, Nine months ended September 30, 2021 2020 2021 2020 Net sales $ 124 $ 128 $ 443 $ 340 Net income $ 26 $ 14 $ 71 $ 7 These amounts have been calculated after applying the Company's accounting policies and adjusting the results of the acquisitions to reflect the additional amortization of intangibles and the purchase price adjustments as if they had been applied on January 1, 2020. The supplemental net income for the three and nine months ended September 30, 2021 were adjusted to exclude the acquisition-related costs incurred in connection with the acquisitions. Accordingly, the 2020 supplemental net income was adjusted to include these charges. For the tax effects of the net income adjustments, the Company factored in its net operating loss carryforwards. Since the acquisition date, the estimated net sales and net income of these acquisitions are as follows (in millions): Three months ended Nine months ended September 30, 2021 Net sales $ 31 $ 40 Net income $ 9 $ 13 The Company is in the process of vertically integrating the operations of these acquisitions into Hydrofarm, LLC and its subsidiaries and their existing functions (e.g., sales, supply chain, marketing, etc.). Accordingly, the net sales and net income of these acquisitions represent an approximation. Innovative Growers Equipment, Inc. Acquisition On November 1, 2021, the Company acquired 100 % of the issued and outstanding shares of Innovative Growers Equipment, Inc., an Illinois corporation (“IGE”), Innovative AG Installation, Inc., an Illinois corporation (“IAG”), Innovative Racking Systems, Inc., an Illinois corporation (“IRS”), and Innovative Shipping Solutions, Inc., an Illinois corporation (“ISS” and, together with IGE, IAG, IRS, and their respective subsidiaries, the “IGE Entities”), a manufacturer of horticulture benches, racking and LED lighting systems which complement the Company’s existing lineup of high performance, proprietary branded products. The purchase price, which is subject to customary adjustments for closing cash and working capital, was approximately $ 58 million and was comprised of approximately $ 46.4 million in cash and $ 11.6 million in the Company's common stock. 17 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (dollars in thousands, except share and per share amounts) 4. GOODWILL AND INTANGIBLE ASSETS, NET As of September 30, 2021, the Company completed the acquisitions of Heavy 16, the H&G Entities, Aurora, and Greenstar (see Note 3 - Business Combinations ). Goodwill The changes in goodwill are as follows: September 30, 2021 December 31, 2020 Balance, beginning of period $ — $ — Acquisition - Heavy 16 18,204 — Acquisition - H&G Entities 55,876 — Acquisition - Aurora 149,505 — Acquisition - Greenstar 75,578 — Foreign currency translation adjustments, net ( 1,638 ) — Balance, end of period $ 297,525 $ — 18 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (dollars in thousands, except share and per share amounts) Intangible Assets, net Intangible assets, net comprised the following: September 30, 2021 December 31, 2020 Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value Finite-lived intangible assets: Computer software $ 8,592 $ ( 6,787 ) $ 1,805 $ 7,775 $ ( 5,640 ) $ 2,135 Customer relationship (1) 76,076 ( 14,818 ) 61,258 59,375 ( 12,010 ) 47,365 Technology and formulations & recipes (1) 87,200 ( 1,770 ) 85,430 — — — Other (1) 1,558 ( 1,558 ) — 1,156 ( 1,156 ) — Total finite-lived intangible assets, net 173,426 ( 24,933 ) 148,493 68,306 ( 18,806 ) 49,500 Indefinite-lived intangible asset: Trade names (1) 50,401 — 50,401 2,801 — 2,801 Other 120 — 120 120 — 120 Total Intangible assets, net $ 223,947 $ ( 24,933 ) $ 199,014 $ 71,227 $ ( 18,806 ) $ 52,421 ( 1 ) Includes the intangible assets acquired from Heavy 16 and the H&G Entities (See Note 3 - Business Combinations) Amortization expense was $ 3,197 and $ 1,162 for the three months ended September 30, 2021 and 2020, respectively. Amortization expense was $ 6,169 and $ 3,886 for the nine months ended September 30, 2021 and 2020, respectively. For intangible assets subject to amortization, the weighted-average amortization period as of September 30, 2021 for computer software, customer relationships, and technology and formulations & recipes was 5.0 years, 18.0 years, and 18.0 years, respectively. The estimated aggregate future amortization expense for intangible assets subject to amortization as September 30, 2021 is summarized below: Estimated Future Amortization Expense For the period of October 1, 2021 to December 31, 2021 $ 2,725 Year ending December 31, 2022 9,865 2023 9,299 2024 9,239 2025 9,173 Thereafter 108,192 Total $ 148,493 19 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (dollars in thousands, except share and per share amounts) 5. NET INCOME PER COMMON SHARE (“EPS”) Basic EPS is computed using net income (loss) attributable to common stockholders divided by the weighted-average number of common shares outstanding during each period, excluding unvested restricted stock units (“RSUs”). Diluted EPS represents net income (loss) attributable to common stockholders divided by the weighted-average number of common shares outstanding during the period, including common stock equivalents. Common stock equivalents consist of shares subject to warrants and share-based awards with exercise prices less than the average market price of the Company’s common stock for the period, to the extent their inclusion would be dilutive. Regarding RSUs subject to a market condition, before the end of the contingency period, the number of contingently issuable shares (i.e., RSUs) to be included in diluted EPS would be based on the number of common shares issuable under the terms of the arrangement if the end of the reporting period was the end of the contingency period, assuming the result would be dilutive. Those contingently issuable shares would be included in the denominator of diluted EPS as of the beginning of the period, or as of the grant date of the share-based payment, if later. Basic and diluted net income (loss) per share attributable to common stockholders is computed using the two-class method as the convertible preferred stock is determined to be a participating security and the application of the if-converted method is not more dilutive. Net income per share attributable to common stockholders The following table presents information necessary to calculate basic and diluted EPS for the three and nine months ended September 30, 2021 and 2020: Three months ended September 30, Nine months ended September 30, 2021 2020 2021 2020 Net income $ 17,265 $ 2,651 $ 24,462 $ 2,125 Cumulative dividends allocated to Series A Convertible Preferred Stock — ( 682 ) — ( 1,990 ) Net income available for distribution 17,265 1,969 24,462 135 Less: Undistributed earnings allocable to participating securities — ( 196 ) — ( 13 ) Basic and diluted net income attributable to common stockholders $ 17,265 $ 1,773 $ 24,462 $ 122 Less: Effect on net income of dilutive securities using the “if converted” method — — — — Diluted net income attributable to common stockholders after adjustment for assumed conversions $ 17,265 $ 1,773 $ 24,462 $ 122 Weighted-average shares of common stock outstanding for basic net income per share attributable to common stockholders 43,760,975 20,688,439 38,497,925 20,688,439 Dilutive effect of warrants using the treasury stock method 710,760 81,971 1,860,523 29,113 Dilutive effect of restricted stock units using the treasury stock method 1,175,279 199,333 1,424,184 127,544 Dilutive effect of stock options using the treasury stock method 641,061 142,232 711,992 47,411 Weighted-average shares of common stock outstanding for diluted net income per share attributable to common stockholders 46,288,075 21,111,975 42,494,624 20,892,507 Basic net income per share attributable to common stockholders $ 0.39 $ 0.09 $ 0.64 $ 0.01 Diluted net income per share attributable to common stockholders $ 0.37 $ 0.08 $ 0.58 $ 0.01 20 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (dollars in thousands, except share and per share amounts) The computation of the weighted-average shares of common stock outstanding for diluted EPS includes the following potential common shares attributable to common stockholders using the treasury stock method for the weighted-average period during which the units were outstanding: Three months ended September 30, Nine months ended September 30, 2021 2020 2021 2020 Shares subject to warrants outstanding 1,073,839 344,716 2,532,580 344,716 Shares subject to unvested restricted stock units with time-based and/or market-based vesting conditions 1,294,652 402,151 1,536,886 402,151 Shares subject to stock options outstanding 808,127 824,221 858,952 848,837 The computation of the weighted-average shares of common stock outstanding for diluted EPS excludes the following potential common shares as their inclusion would have an anti-dilutive effect on diluted EPS attributable to common stockholders: Three months ended September 30, Nine months ended September 30, 2021 2020 2021 2020 Shares subject to warrants outstanding — 3,541,475 — 3,541,475 Shares subject to unvested restricted stock units with performance vesting conditions — 2,117,228 — 2,117,228 Shares subject to unvested restricted stock units with only time-based vesting conditions 66,451 — 29,816 — Shares subject to stock options outstanding 44 — 11 — Shares of common stock subject to conversion of 7,725,045 shares Series A Convertible Preferred Stock — 2,291,469 — 2,291,469 Shares of common stock subject to share settlement of cumulative dividend on Series A Convertible Preferred Stock — 57,797 — 168,644 6. ACCOUNTS RECEIVABLE, NET AND INVENTORIES Accounts receivable, net comprised the following: September 30, 2021 December 31, 2020 Trade accounts receivable $ 31,239 $ 20,252 Allowance for doubtful accounts ( 581 ) ( 918 ) Other receivables 4,680 2,292 Total accounts receivable, net $ 35,338 $ 21,626 Inventories comprised the following: September 30, 2021 December 31, 2020 Finished goods $ 143,633 $ 83,213 Work-in-process 649 — Raw materials 22,083 7,837 Allowance for inventory obsolescence ( 3,011 ) ( 2,432 ) Total inventories $ 163,354 $ 88,618 The December 31, 2020 amounts for raw materials were reclassified from finished goods to separate line items to conform to the current year presentation. 21 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (dollars in thousands, except share and per share amounts) 7. OPERATING LEASES The Company leases its distribution centers from third parties under various non-cancelable lease agreements expiring at various dates through 2030. Certain lease agreements contain renewal options. The Company recognizes operating lease costs over the respective lease periods, including short-term and month-to-month leases. During the three and nine months ended September 30, 2021, the Company incurred operating lease costs of $ 2,429 and $ 5,601 , respectively, and during the three and nine months ended September 30, 2020, the Company incurred operating lease costs of $ 1,418 and $ 4,246 , respectively. These costs are included primarily within selling, general and administrative expense in the condensed consolidated statements of operations. Supplemental balance sheet information related to the Company’s operating leases are as follows: September 30, 2021 December 31, 2020 Assets Operating lease right-of-use assets $ 30,007 $ 18,289 Total leased assets $ 30,007 $ 18,289 Liabilities Current portion of lease liabilities $ 6,097 $ 3,701 Long-term lease liabilities 24,962 15,320 Total lease liabilities $ 31,059 $ 19,021 As of September 30, 2021, future minimum lease payments under non-cancelable operating leases are as follows: Operating For the period of October 1, 2021 to December 31, 2021 $ 1,726 Year ending December 31, 2022 7,117 2023 5,560 2024 5,019 2025 4,227 2026 3,222 Thereafter 8,108 Total rental payments 34,979 Less portion representing interest ( 3,920 ) Total principal 31,059 Less current portion ( 6,097 ) Long-term portion $ 24,962 In July 2021, the Company executed a lease for approximately 246,000 square feet of warehouse space in Surrey, British Columbia, Canada to be available upon expiration of the lease for existing space. The new lease commencing January 1, 2023 has a term of 120 months with two options to renew for an additional five years each at the greater of an amount equal to the annual rent payable for the last twelve months of the initial term or the then fair market value. There is no rent abatement. Monthly rent fee starts at approximate $ 229 , and increases periodically to the final year when the monthly rent is $ 293 . 22 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (dollars in thousands, except share and per share amounts) In April 2021, the Company executed a lease for approximately 175,000 square feet of warehouse space in Fairfield, California for a distribution center that the Company will relocate to from its Petaluma, California distribution facility. The new lease commencing approximately December 1, 2021 has a term of 126 months with an option to renew at the then fair market value for another ten years . Rent is abated for the first six months . Thereafter, monthly rent is approximately $ 77 , and increases periodically to the final year when the monthly rent is $ 134 . In November 2021, the Company executed a lease for approximately 109,000 square feet of warehouse in Cambridge, Ontario, Canada. The new lease commencing June 1, 2023 has a term of 120 months with two options to renew for an additional five years each at the then prevailing fair market rental value. Rent is abated for the first month. Thereafter, monthly rent starts at approximate $ 71 , and increases periodically to the final year where the monthly rent is $ 92 . The future minimum lease payments for executed non-cancelable operating leases not yet commenced are as follows: Operating For the period of October 1, 2021 to December 31, 2021 $ 112 Year ending December 31, 2022 599 2023 4,106 2024 4,497 2025 4,866 2026 5,255 Thereafter 34,356 Total rental payments $ 53,791 In July 2021, the Company executed a sublease agreement for its Santa Fe Springs, California location. The sublease commences October 1, 2021 and terminates June 30, 2023 in alignment with the master lease. Sublease income for 2021, 2022 and 2023 is $ 176 , $ 823 and $ 415 , respectively. 23 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (dollars in thousands, except share and per share amounts) 8. PROPERTY AND EQUIPMENT, NET Property and equipment comprised the following: September 30, 2021 December 31, 2020 Machinery and equipment $ 12,883 $ 3,648 Building and improvements 6,030 190 Land 3,076 224 Leasehold improvements 3,066 2,068 Peat bogs and related development 2,989 — Computer equipment 2,858 2,079 Furniture and fixtures 2,615 1,154 Gross property and equipment (2) 33,517 9,363 Less: accumulated depreciation ( 6,865 ) ( 5,375 ) Total property and equipment, net (2) $ 26,652 $ 3,988 (2) Includes the property and equipment assets acquired from Heavy 16, the H&G Entities, Aurora, and Greenstar (see Note 3 - Business Combinations). The December 31, 2020 amounts for building and improvements, land, and computer equipment were reclassified from other to separate line items to conform to the current year presentation. Depreciation and amortization expense related to property and equipment, net was $ 1,662 and $ 346 for the three months ended September 30, 2021 and 2020, respectively. Depreciation and amortization expense related to property and equipment, net was $ 2,469 and $ 1,284 for the nine months ended September 30, 2021 and 2020, respectively. 9. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities comprised the following: September 30, 2021 December 31, 2020 Accrued compensation and benefits $ 5,043 $ 9,902 Freight, custom and duty accrual 3,522 2,603 Goods in transit accrual 4,280 3,845 Audit, tax and legal accrual 1,383 237 Corporate tax accrual 2,628 585 Obligations due under a distribution agreement — 590 Contingent consideration 19,518 — Taxes assumed related to acquisitions 9,718 — Acquisition post-close related payable 669 — Other accrued liabilities 7,287 3,853 Total accrued expenses and other current liabilities $ 54,048 $ 21,615 The December 31, 2020 amounts for audit, tax and legal accrual and corporate tax accrual were reclassified from other accrued liabilities to separate line items to conform to the current year presentation. 24 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (dollars in thousands, except share and per share amounts) 10. DEBT Debt is comprised of the following: September 30, 2021 December 31, 2020 Line of credit $ 26,500 $ — Other 1,180 1,036 Total debt $ 27,680 $ 1,036 Current portion $ 27,213 $ 746 Long term 467 290 Total debt $ 27,680 $ 1,036 Term loans Term Loan with Brightwood In May 2017, a term loan in the aggregate principal amount of $ 75,000 (the “Brightwood Term Loan”) was obtained by Hydrofarm Holdings LLC and certain of its direct and indirect subsidiaries (the “Term Loan Obligors”) from Brightwood Loan Services LLC. The Brightwood Term Loan was to mature on May 12, 2022 and was secured by substantially all non-working capital assets and a second lien on working capital assets of the Term Loan Obligors. For the three months ended September 30, 2020, the effective interest rate was 9.64 % and interest expense was $ 1,700 . For the nine months ended September 30, 2020, the effective interest rate was 10.22 % and interest expense was $ 5,460 . The Brightwood Term Loan was repaid in December 2020. Senior Secured Term Loan On October 25, 2021, the Company and its subsidiaries entered into a Credit and Guaranty Agreement with JPMorgan Chase Bank, N.A., as administrative agent for certain lenders, pursuant to which the Company borrowed a $ 125.0 million senior secured term loan (“Term Loan”). The Term Loan bears interest at LIBOR (with a 1.0 % floor) plus 5.50 %, or an alternative base rate (with a 2.0 % floor), plus 4.50 %, and is subject to a call premium of 2 % in year one, 1 % in year two, and 0 % thereafter, and matures on October 25, 2028 ("Maturity Date"). The Company received estimated net proceeds of $ 119.2 million from the Term Loan after deducting discounts and deferred financing costs. The principal amounts of the Term Loan are to be repaid in consecutive quarterly installments in amounts equal to 0.25 % of the principal amount of the Term Loan outstanding on the last day of each fiscal quarter commencing March 31, 2022, with the balance of the Term Loan payable on the Maturity Date. The Company is required to make mandatory prepayments in the event of (i) achieving certain excess cash flow criteria, including the achievement and maintenance of a specific leverage ratio, (ii) selling assets that are collateral, or (iii) upon the issuance, offering, or placement of new debt obligations. The Term Loan requires the Company to maintain certain reporting requirements, affirmative covenants, and negative covenants. The Term Loan is secured by a first lien on the non-working capital assets of the Company and a second lien on the working capital assets of the Company. The Company may request additional term loan commitments subject to certain loan conditions. 25 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (dollars in thousands, except share and per share amounts) Revolving asset-backed credit facilities Encina Credit Facility On July 11, 2019, the Company and certain of its direct and indirect subsidiaries (the “Encina Obligors”) entered into the Encina Credit Facility through a certain Loan and Security Agreement whereby the Encina Obligors obtained a revolving asset-based loan commitment in the maximum amount of $ 45,000 (inclusive of a limit of up to $ 15,000 of borrowings for the Canadian borrowers and a swingline facility of up to $ 2,000 ), subject to applicable borrowing base availability, through Encina Business Credit, LLC. The Encina Credit Facility was due on the earlier of July 11, 2022 or 90 days prior to the scheduled maturity date of the Term Loan. The Encina Credit Facility was secured by working capital assets and a second lien on non-working capital assets. For the three months ended September 30, 2020 , the effective interest rate was 9.06 % and interest expense was $ 593 . For the nine months ended September 30, 2020, the effective interest rate was 9.27 % and interest expense was $ 1,625 . The Encina Credit Facility was repaid in December 2020 and replaced in March 2021. The unamortized deferred financing costs and early termination fees totaling $ 680 were recognized as a loss on debt extinguishment in the condensed consolidated statements of operations for the nine months ended September 30, 2021. JPMorgan Revolving Credit Facility On March 29, 2021, Hydrofarm Holdings Group, Inc. and certain of its direct and indirect subsidiaries (the "JPMorgan Obligors") entered into a Senior Secured Revolving Credit Facility (the "JPMorgan Credit Facility") with JPMorgan Chase Bank, N.A., as administrative agent, issuing bank and swingline lender, and the lenders from time to time party thereto. The JPMorgan Credit Facility replaced the Encina Credit Facility. The JPMorgan Credit Facility is due on the earlier of March 29, 2024 or any earlier date on which the revolving commitments are reduced to zero. The three-year JPMorgan Credit Facility had a borrowing limit of $ 50,000 with an option to request an increase in the revolving commitment by up to $ 25,000 , drawn in $ 5,000 increments, for a total not to exceed $ 75,000 , subject to customary condition ("Revolver"). On August 31, 2021, the JPMorgan Obligors entered into an amendment (the "First Amendment") to increase their original borrowing limit to $ 100,000 . In connection with the First Amendment, the Company's recently acquired subsidiaries became party to the JPMorgan Credit Facility as either borrowers or as guarantors. The Revolver maintains an interest rate of LIBOR plus 1.95 % and has a 0.0 % LIBOR floor. A fee of 0.25 % per annum is charged for available but unused borrowings as defined. For the three months ended September 30, 2021, the effective interest rate was 2.89 % and interest expense was $ 69 . For the nine months ended September 30, 2021, the effective interest rate was 3.72 % and interest expense was $ 73 . The unamortized debt issuance costs were $ 978 as of September 30, 2021. Deferred financing costs are being amortized over the term of the Revolver. As of September 30, 2021, the JPMorgan Obligors had approximately $ 78,617 available to borrow under the JPMorgan Credit Facility of which $ 51,755 was unused. The JPMorgan Credit Facility is secured by the Company’s assets and the assets of certain of the Company’s subsidiaries. The Company is required to maintain certain reporting requirements, affirmative covenants, negative covenants and financial covenants ("debt covenants"). The financial covenants include the maintenance of a minimum fixed charge coverage ratio of 1.1 x on a rolling twelve-month basis. The JPMorgan Obligors were in compliance with all debt covenants as of September 30, 2021. On October 25, 2021, the Company and its subsidiaries entered into a second amendment (the “Second Amendment”), with JPMorgan Chase Bank, N.A., pursuant to which it consented to the Term Loan and the lien priorities described above, and made certain conforming changes to the provisions of the Term Loan. All amendments were accounted for as debt modifications. 26 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (dollars in thousands, except share and per share amounts) 11. CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY Capital stock As of September 30, 2021, the following summarizes shares authorized, issued and outstanding: Capital stock authorized and outstanding: Shares authorized Shares outstanding Convertible preferred stock 50,000,000 — Common stock 300,000,000 44,099,239 As of September 30, 2021, the following summarizes shares of common stock reserved for issuance: Common stock reserved for issuance: Shares reserved for issuance Warrants 18,236 2020 Employee, Director, and Consultant Equity Incentive Plan 2,119,223 Restricted stock units 1,276,188 Stock options 799,044 Convertible preferred stock classified outside of permanent equity In December 2019, the Company issued 7,007,429 shares of Series A Convertible Preferred Stock (the "Series A preferred stock") with a par value of $ 24,526 in return for cash of $ 15,439 , conversion of debt with a basis of $ 7,637 , and $ 1,450 in receivables that were settled in January 2020, less offering costs totaled $ 1,274 . In January and February 2020, an additional 717,616 shares of Series A preferred stock were issued primarily to existing investors for $ 2,511 , less offering costs of $ 169 , for net cash proceeds of $ 2,342 . The Series A preferred stock purchase agreement provided for mandatory conversion upon a qualified IPO based on a formula. Under this formula, all outstanding shares of Series A preferred stock converted into 2,291,469 shares of common stock concurrent with the IPO in December 2020 and the cumulative dividend of $ 2,597 was settled in cash at the option of the Company rather than in shares of common stock. Common stock Each holder of common stock is entitled to one vote for each share of common stock. Common stockholders have no pre-emptive rights to acquire additional shares of common stock or other securities. The common stock is not subject to redemption rights and carries no subscription or conversion rights. In the event of liquidation, the stockholders are entitled to share in corporate assets on a pro rata basis after the Company satisfies all liabilities and after provision is made for any class of capital stock having preference over the common stock. Subject to corporate regulations and preferences to preferred stock, if any, dividends are at the discretion of the Company’s board of directors (the ‘‘Board’’). Warrants Redemption of investor warrants On July 19, 2021, the Company completed the redemption ("Redemption") of certain of its outstanding warrants (the "Investor Warrants") that were issued in connection with a private placement of units (the "private placement"), each consisting of a share of common stock and a warrant to purchase an additional one-half (1/2) shares of common stock, which concluded in the fall of 2018. 27 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (dollars in thousands, except share and per share amounts) The Company was entitled to redeem all of the outstanding Investor Warrants for a redemption price of $ 0.00033712 per Investor Warrant ("redemption price") if (i) there was an effective registration statement covering the resale of the shares of common stock underlying the Investor Warrants, and (ii) the volume-weighted average price of the Company's common stock for the twenty consecutive trading days prior to the date of the notice of redemption is at least $ 25.28 , of which both requirements were met. Investor Warrants were exercisable at a price of $ 16.86 per share until July 19, 2021 (the "redemption date"). Any Investor Warrants that remained unexercised immediately after the redemption date were void and no longer exercisable, and the holders of those Investor Warrants were entitled to receive the redemption price. Prior to the redemption date, 3,367,647 Investor Warrants were exercised, generating total gross proceeds of $ 56,779 , of which $ 36,484 was received subsequent to June 30, 2021. The Company redeemed 1,491 Investor Warrants at the redemption price. In connection with the private placement, the Company agreed to engage the placement agent (the "Placement Agent") as the Company's warrant solicitation agent in the event the Investor Warrants were called for Redemption. The Company agreed to pay a warrant solicitation fee to the Placement Agent equal to five percent of the amount of net cash proceeds solicited by the Placement Agent upon the exercise of certain Investor Warrants following such call for Redemption. For the three and nine months ended September 30, 2021, total warrant solicitation fee expense was $ 1,105 and $ 1,949 , respectively, and is included in selling, general and administrative expenses in the condensed consolidated statements of operations. As of September 30, 2021, the following table summarizes the outstanding warrants: Number of Warrants Exercise Price Placement agent warrants 12,229 $ 8.43 Placement agent warrants 6,007 $ 16.86 Total 18,236 $ 11.21 For the nine months ended September 30, 2021, 166,343 placement agent warrants were exercised on a cashless basis at a price of $ 16.86 per share for 129,265 shares of common stock and 332,488 placement agent warrants were exercised on as cashless basis at a price of $ 8.43 per share for 289,044 shares of common stock. 28 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (dollars in thousands, except share and per share amounts) 12. STOCK-BASED COMPENSATION Stock-based compensation plan overview The Company maintains three equity incentive plans: the 2018 Equity Incentive Plan (“2018 Plan”), the 2019 Employee, Director and Consultant Equity Incentive Plan (“2019 Plan”) and the 2020 Employee, Director, and Consultant Equity Incentive Plan (“2020 Plan” and collectively, “Incentive Plans”). The 2020 Plan serves as the successor to the 2019 Plan and 2018 Plan and provides for the issuance of incentive stock options, nonqualified stock options, stock grants and stock-based awards to employees, directors, and consultants of the Company. No further awards will be issued under the 2018 Plan and 2019 Plan. Of the total shares available for grant under the 2020 Plan, 2,119,223 remain available as of September 30, 2021. RSU Activity RSUs granted to certain executives, employees and members of the Board expire 10 years after the grant date. The awards generally have a time-based vesting requirement (based on continuous employment) and certain awards also have a performance-based vesting requirement (defined as a liquidity event including an initial public offering). Upon the IPO, the performance-based vesting requirement was satisfied and the employees became vested in the number of RSUs that had satisfied the time-based vesting requirement. The stock-based compensation expense related to remaining service-based awards is recorded over the remaining requisite service period. The following table summarizes the activity related to the Company's RSUs for the nine months ended September 30, 2021. For purposes of this table, vested RSUs represent the shares for which the service condition had been fulfilled as of September 30, 2021: Number of RSUs Weighted average grant date fair value Balance, January 1, 2021 1,857,444 $ 6.55 Granted 71,727 $ 58.82 Vested ( 652,983 ) $ 6.89 Balance, September 30, 2021 1,276,188 $ 9.32 As of September 30, 2021, total unamortized stock-based compensation cost related to unvested RSUs was $ 9,309 and the weighted-average period over which the compensation is expected to be recognized is 1.90 years. The award granted to a former member of the Board (the "former Board member") in July 2020 and modified in November 2020 contains a market-based vesting condition based on the traded value of shares of the Company’s common stock following the IPO over a specific time frame. For this award, the market condition was factored into its fair value and all of the stock-based compensation expense was recognized upon the IPO in December 2020. In July 2021, the market-based vesting condition for this award was satisfied and 148,315 RSUs of the former Board member fully vested. The total shares under the unvested RSUs subject to time-based vesting conditions were 148,315 as of September 30, 2021. For the three and nine months ended September 30, 2021, there were no performance awards with market-based targets granted. 29 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (dollars in thousands, except share and per share amounts) Stock options The following table summarizes the stock option activity for the nine months ended September 30, 2021: Number Weighted average exercise price Weighted average grant date fair value Weighted average remaining contractual term (years) Outstanding as of January 1, 2021 922,796 $ 8.81 $ 1.78 8.08 Granted 10,641 $ 59.03 $ 25.58 Exercised ( 125,411 ) $ 8.43 $ 0.73 Forfeited ( 8,982 ) $ 9.81 $ 5.25 Outstanding as of September 30, 2021 799,044 $ 9.53 $ 2.23 7.43 Exercisable as of September 30, 2021 513,571 $ 8.51 $ 0.87 6.93 Unvested as of September 30, 2021 285,473 $ 11.35 $ 4.66 2.06 Vested and expected to vest as of September 30, 2021 799,044 $ 9.53 $ 2.23 7.43 Since options represent equity awards of the Company, such awards are fair valued as of the grant date for the purposes of measurement and recognition under U.S. GAAP. To measure the fair value of an option, the Black-Scholes valuation model was utilized. The valuation model requires the input of highly subjective assumptions. The weighted average assumptions for awards granted as of September 30, 2021 are as follows: Estimated weighted-average fair value per stock option $ 59.03 Volatility 45 % Risk-free rate 0.85 % Dividend yield Nil Expected term in years 6.0 As of September 30, 2021, total compensation cost related to unvested awards not yet recognized was $ 1,120 and the weighted-average period over which the compensation is expected to be recognized is 2.06 years. 30 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (dollars in thousands, except share and per share amounts) 13. COMMITMENTS AND CONTINGENCIES, AND RELATED PARTY TRANSACTIONS Purchase commitments From time to time in the normal course of business, the Company will enter into agreements with suppliers which provide favorable pricing in return for a commitment to purchase minimum amounts of inventory over a defined time period. In June 2020, as part of negotiations with Greenstar that began in late 2019, the Company amended its October 2017 agreement to distribute and sell certain garden products for a term ending in December 2024. Under the amended agreement, the Company committed to purchase inventory in periodic minimum volumes on a take-or-pay basis, as defined, over the term of the agreement. In August 2021, the Company acquired 100 % of the issued and outstanding shares of Greenstar which is described in Note 3 - Business Combinations . Contingencies In the normal course of business, certain claims have been brought against the Company and, where applicable, its suppliers. While there is inherent difficulty in predicting the outcome of such matters, management has vigorously contested the validity of these claims. Based on available information, management believes the claims are without merit and does not expect that the outcome, individually or in the aggregate, would have a material adverse effect on the consolidated financial positions, results of operations, cash flows or future earnings. Related party transactions—Hydrofarm Distribution Center The Company leased a distribution center in Petaluma, California from entities in which a related party was a stockholder. For the three months ended September 30, 2021 and 2020, rent expense for the month to month lease totaled $ 0 and $ 320 , respectively. For the nine months ended September 30, 2021 and 2020, rent expense for the month to month lease totaled $ 639 and $ 959 , respectively. 14. SUBSEQUENT EVENTS The Company completed one acquisition after September 30, 2021, which is described in Note 3 - Business Combinations. The Company and its subsidiaries entered into the Term Loan with JPMorgan Chase Bank, N.A. after September 30, 2021. In connection with the Term Loan, the Company and its subsidiaries entered into the Second Amendment to Credit Agreement which is described in Note 10 - Debt. After September 30, 2021, the Company has reached an understanding with the lessor to extend the month to month lease of its warehouse facilities in Petaluma, California through January 15, 2022. The extension will allow time for the Company to move to its new warehouse in Fairfield, California. The agreed upon extension for the period of November 2021 through January 15, 2022 is $ 1,500 . The Company executed a new operating lease after September 30, 2021, which is described in Note 7 - Operating Leases . 31 TABLE OF CONTENTS