HYDROFARM HOLDINGS GROUP, INC. 10-K

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Index to Consolidated Financial Statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34 ) 57 Consolidated Balance Sheets 59 Consolidated Statements of Operations 60 Consolidated Statements of Comprehensive Loss 61 Consolidated Statements of Changes in Stockholders’ Equity 62 Consolidated Statements of Cash Flows 63 Notes to the Consolidated Financial Statements 64 56 TABLE OF CONTENTS REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Hydrofarm Holdings Group, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Hydrofarm Holdings Group, Inc. and subsidiaries (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive loss, changes in stockholders' equity, and cash flows, for each of the two years in the period ended December 31, 2023, 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, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. 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 audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our 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. 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. Inventory Valuation - Refer to Notes 2 and 5 to the financial statements Critical Audit Matter Description The Company’s inventories are stated at the lower of cost or net realizable value, principally determined by the first in, first out method of accounting. As described in Notes 2 and 5 to the consolidated financial statements, the Company maintains an allowance for excess and obsolete inventory that is based upon assumptions about current and anticipated demand, customer preferences, business strategies, and market conditions. Management reviews these assumptions periodically to determine if any adjustments are needed to the allowance for excess and obsolete inventory. We identified inventory valuation as a critical audit matter because of the quantitative and qualitative materiality of the inventory excess and obsolescence reserve balance, coupled with the judgments necessary to identify and record the inventory excess and obsolescence reserve timely. Additionally, our audit procedures performed to evaluate management’s estimates of the net realizable value for the inventory on-hand as of the reporting date involved a high degree of auditor judgment. 57 TABLE OF CONTENTS How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the inventory valuation included the following, among other things: • We tested the design and implementation of internal controls over the inventory valuation process, including controls over the inputs that are used in management's valuation of the excess and obsolescence reserve analysis. • We evaluated the appropriateness and consistency of management’s methodology and assumptions used in determining the inventory valuation of the excess and obsolescence reserve. • We obtained the Company’s valuation of the inventory excess and obsolescence reserve calculation and tested the mathematical accuracy. • We tested the accuracy and completeness of the underlying data used in the calculation of the Company’s valuation of the inventory excess and obsolescence reserve. • We selected a sample of inventory items and compared the recorded unit cost against the most recent sales price to determine if inventory was recorded at lower of cost or net realizable value. • We selected a sample of inventory items and evaluated historical sales trends, gross margins, and management’s ability to sell-through inventory. /s/ Deloitte & Touche LLP Minneapolis, Minnesota February 28, 2024 We have served as the Company's auditor since 2020. 58 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share amounts) December 31, 2023 2022 Assets Current assets: Cash and cash equivalents $ 30,312 $ 21,291 Accounts receivable, net 16,890 17,227 Inventories 75,354 111,398 Prepaid expenses and other current assets 5,510 5,032 Total current assets 128,066 154,948 Property, plant and equipment, net 47,360 51,135 Operating lease right-of-use assets 54,494 65,265 Intangible assets, net 275,881 300,366 Other assets 1,842 1,845 Total assets $ 507,643 $ 573,559 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 12,613 $ 13,633 Accrued expenses and other current liabilities 9,529 13,208 Deferred revenue 3,231 3,654 Current portion of operating lease liabilities 8,336 9,099 Current portion of finance lease liabilities 954 704 Current portion of long-term debt 2,989 1,307 Total current liabilities 37,652 41,605 Long-term operating lease liabilities 47,506 56,299 Long-term finance lease liabilities 8,734 1,200 Long-term debt 115,412 117,461 Deferred tax liabilities 3,232 2,685 Other long-term liabilities 4,497 4,428 Total liabilities 217,033 223,678 Commitments and contingencies (Note 13) Stockholders’ equity Common stock ($ 0.0001 par value; 300,000,000 shares authorized; 45,789,890 and 45,197,249 shares issued and outstanding at December 31, 2023, and December 31, 2022, respectively) 5 5 Additional paid-in capital 787,846 783,042 Accumulated other comprehensive loss ( 6,497 ) ( 7,235 ) Accumulated deficit ( 490,744 ) ( 425,931 ) Total stockholders’ equity 290,610 349,881 Total liabilities and stockholders’ equity $ 507,643 $ 573,559 The accompanying notes are an integral part of the consolidated financial statements. 59 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except share and per share amounts) Years ended December 31, 2023 2022 Net sales $ 226,581 $ 344,501 Cost of goods sold 188,969 315,165 Gross profit 37,612 29,336 Operating expenses: Selling, general and administrative 87,314 118,604 Impairments — 192,328 Loss from operations ( 49,702 ) ( 281,596 ) Interest expense ( 15,442 ) ( 10,958 ) Other income, net 118 696 Loss before tax ( 65,026 ) ( 291,858 ) Income tax benefit 213 6,443 Net loss $ ( 64,813 ) $ ( 285,415 ) Net loss per share: Basic $ ( 1.42 ) $ ( 6.35 ) Diluted $ ( 1.42 ) $ ( 6.35 ) Weighted-average shares of common stock outstanding: Basic 45,508,363 44,974,856 Diluted 45,508,363 44,974,856 The accompanying notes are an integral part of the consolidated financial statements. 60 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (In thousands) Years ended December 31, 2023 2022 Net loss $ ( 64,813 ) $ ( 285,415 ) Other comprehensive income (loss): Foreign currency translation gain (loss) 738 ( 5,853 ) Total comprehensive loss $ ( 64,075 ) $ ( 291,268 ) The accompanying notes are an integral part of the consolidated financial statements. 61 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (In thousands, except for share amounts) Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total Stockholders’ Equity Shares Amount Balance, January 1, 2022 44,618,357 $ 4 $ 777,074 $ ( 1,382 ) $ ( 140,516 ) $ 635,180 Common stock issued upon exercise of options 8,283 — 75 — — 75 Issuance of common stock for vesting of stock awards 818,489 1 — — — 1 Shares repurchased for withholding tax on stock awards ( 247,979 ) — ( 2,461 ) — — ( 2,461 ) Issuance of common stock under cashless warrant exercise 99 — — — — — Stock-based compensation expense — — 8,354 — — 8,354 Net loss — — — — ( 285,415 ) ( 285,415 ) Foreign currency translation loss — — — ( 5,853 ) — ( 5,853 ) Balance, December 31, 2022 45,197,249 $ 5 $ 783,042 $ ( 7,235 ) $ ( 425,931 ) $ 349,881 Issuance of common stock for vesting of stock awards 805,306 — — — — — Shares repurchased for withholding tax on stock awards ( 212,665 ) — ( 271 ) — — ( 271 ) Stock-based compensation expense — — 5,075 — — 5,075 Net loss — — — — ( 64,813 ) ( 64,813 ) Foreign currency translation gain — — — 738 — 738 Balance, December 31, 2023 45,789,890 $ 5 $ 787,846 $ ( 6,497 ) $ ( 490,744 ) $ 290,610 The accompanying notes are an integral part of the consolidated financial statements. 62 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Years ended December 31, Operating activities 2023 2022 Net loss $ ( 64,813 ) $ ( 285,415 ) Adjustments to reconcile net loss to net cash from operating activities: Depreciation, depletion and amortization 32,075 41,527 (Benefit from) provision for doubtful accounts ( 386 ) 2,998 Provision for inventory obsolescence 1,587 16,449 Non-cash restructuring expenses 9,703 6,091 Stock-based compensation expense 5,075 8,354 Non-cash operating lease expense 9,942 9,751 Impairment charges — 192,328 Change in fair value of contingent consideration — ( 1,560 ) Deferred income tax expense (benefit) 2 ( 9,310 ) Other 1,500 1,210 Changes in assets and liabilities: Accounts receivable 766 16,665 Inventories 26,112 57,023 Prepaid expenses and other current assets ( 49 ) 3,663 Other assets ( 172 ) 262 Accounts payable ( 1,105 ) ( 11,998 ) Accrued expenses and other current liabilities ( 3,537 ) ( 4,532 ) Deferred revenue ( 439 ) ( 13,297 ) Lease liabilities ( 9,162 ) ( 7,850 ) Other long-term liabilities ( 55 ) ( 370 ) Net cash from operating activities 7,044 21,989 Investing activities Business combinations, net of cash and cash equivalents — 190 Capital expenditures of property, plant and equipment ( 4,215 ) ( 8,229 ) Other 45 ( 448 ) Net cash used in investing activities ( 4,170 ) ( 8,487 ) Financing activities Proceeds from Sale-Leaseback Transaction 8,598 — Payment of withholding tax related to stock awards ( 271 ) ( 2,470 ) Borrowings under foreign revolving credit facilities 965 853 Repayments of foreign revolving credit facilities ( 970 ) ( 1,102 ) Repayments of Term Loan ( 1,250 ) ( 1,250 ) Payments to settle contingent consideration — ( 15,474 ) Finance lease principal payments ( 1,007 ) ( 757 ) Net cash from (used in) financing activities 6,065 ( 20,200 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash 82 ( 395 ) Net increase (decrease) in cash, cash equivalents and restricted cash 9,021 ( 7,093 ) Cash, cash equivalents and restricted cash at beginning of year 21,291 28,384 Cash and cash equivalents at end of year $ 30,312 $ 21,291 Non-cash investing and financing activities Right-of-use assets (relinquished) acquired under operating lease obligation $ ( 1,067 ) $ 28,972 Assets acquired under finance lease obligation 185 409 Capital expenditures included in accounts payable and accrued liabilities 200 611 Additions of leasehold improvements and related asset retirement obligations 349 987 Supplemental information Cash paid for interest 13,101 9,643 Cash (refunds) paid for income taxes ( 1,000 ) 3,906 The accompanying notes are an integral part of the consolidated financial statements. 63 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) 1. DESCRIPTION OF THE BUSINESS Description of the business Hydrofarm Holdings Group, Inc. (collectively with its subsidiaries, the "Company") was formed in May 2017 under the laws of the state of Delaware to acquire and continue the business originally founded in 1977. The Company is a leading independent manufacturer and distributor of branded hydroponics equipment and supplies for controlled environment agriculture ("CEA"), including grow lights, climate control solutions, growing media and nutrients, as well as a broad portfolio of innovative and proprietary branded products. Products offered include agricultural lighting devices, indoor climate control equipment, nutrients, and plant additives used to grow, farm and cultivate cannabis, flowers, fruits, plants, vegetables, grains and herbs in controlled environment settings that allow end users to control key farming variables including temperature, humidity, CO 2 , light intensity and color, nutrient concentration and pH. 2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Basis of consolidation and presentation The 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 year end financial reporting. The Company reclassified balances of $ 704 and $ 1,200 as of December 31, 2022, previously reported in "Current portion of long-term debt" and "Long-term debt", respectively, into "Current portion of finance lease liabilities" and "Long-term finance lease liabilities", respectively, on the consolidated balance sheet as of December 31, 2022, to conform to the current period presentation. The Company reclassified the balance of $ 145 as of December 31, 2022, previously reported in "Loss on debt extinguishment or modification" into "Other income, net", on the consolidated statement of operations for the year ended December 31, 2022, to conform to the current period presentation. All intercompany balances and transactions have been eliminated in consolidation. Use of estimates The preparation of 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Significant estimates include provisions for sales returns, rebates and claims from customers, realization of accounts receivable and inventories, fair value of assets acquired and liabilities assumed for business combinations, valuation of intangible assets, estimated useful lives of long-lived assets, incremental borrowing rate applied in lease accounting, valuation of stock-based compensation, recognition of deferred income taxes, classification of debt pursuant to certain terms in our credit agreements, recognition of liabilities related to commitments and contingencies, asset retirement obligations, and valuation allowances. Actual results may differ from these estimates. On an ongoing basis, the Company reviews its estimates to ensure that these estimates appropriately reflect changes in its business or new information available. 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 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. 64 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) 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 a liability are included in net 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 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 acquiree (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 loss. During 2022, the Company finalized the determination of its allocation of the purchase price relating to certain acquisitions, and obtained third-party valuation reports of certain tangible and identifiable intangible assets to support its evaluation. Goodwill arose on the acquisitions because the consideration paid 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. During 2022, the Company evaluated and adjusted the useful lives of certain intangible assets associated with entities that were acquired during 2021. In addition, the Company determined that the preliminary allocation of assets acquired related to indefinite lived trade names have a finite useful life because the expected usefulness of the trade names is limited. As a result of these adjustments to the provisional amounts, the Company recorded $ 5,894 of additional amortization expense during 2022, which related to amortization expense that would have been recorded in the previous reporting period from the acquisition date through December 31, 2021. The intangible assets were assigned estimated useful lives as follows: (i) customer relationships: 7 to 12 years, (ii) technology, formulations and recipes: 8 to 12 years, (iii) computer software: 3 years, and (iv) trade names and trademarks: 15 to 20 years. Pursuant to the Heavy 16 purchase agreement, the Company was required to 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 consolidated balance sheets. The contingent consideration was estimated using a Black-Scholes valuation model, which utilized Level 3 inputs as defined in the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 820 - Fair Value Measurements. 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 was remeasured to fair value at each reporting date until the contingency was resolved with changes in fair value being recognized within "Selling, general and administrative expenses" ("SG&A") in the consolidated statements of operations. As of December 31, 2021, contingent consideration of $ 200 was calculated utilizing actual net sales for the full year ended December 31, 2021. The change in the fair value of the contingent consideration of $ 144 during the year ended December 31, 2021, was recognized as a benefit in SG&A on the consolidated statement of operations during the period. There were no changes to the fair value of contingent consideration in 2022, and the balance was paid in April 2022. Pursuant to the Aurora purchase agreement, the Company was required to pay a maximum contingent consideration equal to $ 70,997 . To the extent 2021 earnings before interest, taxes, depreciation, and amortization ("EBITDA") of Aurora 65 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) exceeded $ 15,556 , the excess was 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 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 was based on significant inputs that are not observable in the market, which utilized Level 3 inputs as defined in ASC 820 - Fair Value Measurements . The contingent consideration was remeasured to fair value at each reporting date until resolution with changes in fair value recognized within SG&A in the consolidated statements of operations. As of December 31, 2021, the contingent consideration of $ 16,834 was calculated utilizing actual 2021 EBITDA for the full year ended December 31, 2021. The change in the fair value of the contingent consideration of $ 2,466 during the year ended December 31, 2021, was recognized as a benefit in SG&A on the consolidated statement of operations during the period. During 2022, the Company recognized an additional $ 1,560 benefit to SG&A as the contingent consideration was revalued to $ 15,274 , and paid in July 2022 using available cash on hand. Restructuring The Company began a restructuring plan (the "Restructuring Plan") during the three months ended December 31, 2022, and undertook significant actions to streamline operations, reduce costs and improve efficiencies. The major initiatives of the first phase of the Restructuring Plan included (i) narrowing the Company's product and brand portfolio and (ii) the relocation and consolidation of certain manufacturing and distribution centers, including headcount reductions and reorganization to drive a solution based approach. The Company's strategic product consolidation entailed removing approximately one-third of all products and one-fifth of all brands relating to the Company's primary product portfolio, which excludes the garden center business in Canada. During the year ended December 31, 2022 , the Company recorded pre-tax charges of $ 6,790 relating to the inventory markdowns of products and brands being removed from our portfolio, which is primarily non-cash, and $ 897 relating primarily to the relocation and termination of certain facilities in Canada, which are primarily cash charges. During the year ended December 31, 2023, we recorded a pre-tax restructuring charges of $ 2,084 for the first phase of the Restructuring Plan, which were primarily costs related to the relocation and termination of certain facilities in Canada. The restructuring charges are primarily recorded within Cost of goods sold on the consolidated statements of operations. Total costs incurred relating to this first phase of the Restructuring Plan since it commenced in the fourth quarter of 2022, are (i) $ 6,398 relating primarily to inventory markdowns, and (ii) $ 3,373 relating primarily to the relocation and termination of certain facilities in Canada. As a result of the continued adverse market conditions, the Company implemented a second phase of the Restructuring Plan beginning in the third quarter of 2023, including U.S. manufacturing facility consolidations, in particular with respect to production of certain durable equipment products. The Company is reducing facility space and consolidating manufacturing operations to improve efficiency and reduce costs. During the year ended December 31, 2023, the Company recorded pre-tax restructuring charges of $ 9,185 for the second phase, relating primarily to non-cash raw material inventory write-downs as Company liquidates these assets and reduces storage space within certain manufacturing facilities. These restructuring charges are recorded primarily within Cost of goods sold on the consolidated statements of operations, and are subject to significant estimate. Including both phases of the Restructuring Plan, the Company recorded $ 10,664 of total restructuring charges within Cost of goods sold on the consolidated statements of operations for the year ended December 31, 2023. The Company recorded total charges for both phases of the Restructuring Plan of $ 605 within SG&A expenses on the consolidated statements of operations for the year ended December 31, 2023. Of the $ 11,269 of total restructuring charges recorded for the year ended December 31, 2023, $ 9,703 were non-cash charges primarily related to inventory write-downs and asset dispositions. 66 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) The following table presents the activity in accrued expenses and other current liabilities for restructuring costs related to the first and second phases of the Restructuring Plan for the year ended December 31, 2023: Year Ended December 31, 2023 Phase 1 Phase 2 Restructuring Accruals as of January 1, 2023 $ 696 $ — Expense 1,247 272 Cash Payments ( 1,943 ) ( 85 ) Restructuring Accruals as of December 31, 2023 $ — $ 187 Refer to Item 7. Management’s Discussion And Analysis Of Financial Condition And Results of Operations – Market Conditions for further explanation of the Restructuring Plan and estimates of additional costs that may be incurred. The amounts the Company will ultimately realize or disburse could differ from these estimates. Segment and entity-wide information Segment information The Company's chief operating decision maker is the chief executive officer ("CEO") who reviews financial information for the purposes of making operating decisions, assessing financial performance and allocating resources. The business is organized as two operating segments, the United States and Canada, which meet the criteria for aggregation, and the Company has elected to present them as one reportable segment, which is the distribution and manufacture of CEA equipment and supplies. Aggregation is based on similarities which include the nature of its products, production or acquisition of inventory, customer base, fulfillment and distribution and economic characteristics. Since the Company operates as one reportable segment, all required segment financial information is found in the consolidated financial statements and footnotes with entity-wide disclosures presented below. Entity-wide information Net sales and property, plant and equipment, net and operating lease right-of-use assets, in the United States and Canada, determined by the location of the subsidiaries, are shown below. Other foreign locations, which are immaterial, individually and in the aggregate, are included in the United States below. Years ended December 31, 2023 2022 United States $ 179,844 $ 280,464 Canada 49,668 68,153 Intersegment eliminations ( 2,931 ) ( 4,116 ) Total consolidated net sales $ 226,581 $ 344,501 Years ended December 31, 2023 2022 United States $ 68,270 $ 80,380 Canada 33,584 36,020 Total property, plant and equipment, net and operating lease right-of-use assets $ 101,854 $ 116,400 All of the products sold by the Company are similar and classified as CEA equipment and supplies. 67 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) Concentrations of business and credit risk The Company maintains cash balances at certain financial institutions that can, at times, exceed amounts insured by the Federal Deposit Insurance Corporation ("FDIC"). The Company has not experienced any losses in these accounts and believes it is not exposed to any significant credit risk in this area. Accounts receivable expose the Company to credit risks such as collectability and business risks such as customer concentrations. Exposure to losses on receivables is dependent on each customer’s financial condition. Receivables arising from sales are not collateralized; however, credit risk is somewhat mitigated as a result of the large diverse customer base. No customer accounted for more than 10% of revenues in 2023, or 2022. No customer accounted for more than 10% of accounts receivable as of December 31, 2023, or December 31, 2022. One supplier accounted for more than 10 % of purchases in 2023 and 2022. Fair value measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company has applied the framework for measuring fair value which requires a fair value hierarchy to be applied to all fair value measurements. All financial instruments recognized at fair value are classified into one of three levels in the fair value hierarchy as follows: Level 1 — Valuation based on quoted prices (unadjusted) observed in active markets for identical assets or liabilities. Level 2 — Valuation techniques based on inputs that are quoted prices of similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not in active markets; inputs other than quoted prices used in a valuation model that are observable for that instrument; and inputs that are derived from or, corroborated by, observable market data by correlation or other means. Level 3 — Valuation techniques with significant unobservable market inputs. The Company measures certain non-financial assets and liabilities, including long-lived assets, intangible assets and goodwill, at fair value on a nonrecurring basis. The fair value of contingent consideration was classified within level 3 of the fair value hierarchy. Refer to Note 14 – Fair Value Measurements , for further discussion of the contingent consideration. Foreign currency matters The Company reports its financial results in United States dollars, which is the currency of the primary economic environment in which it operates. The functional currency for each of the Company’s foreign subsidiaries is generally its local currency. Monetary assets and liabilities, and transactions denominated in currencies other than the functional currency are remeasured to the functional currency at the exchange rate in effect at the end of each period. Foreign currency transaction gains and losses are included in the determination of Net loss and classified as Other income, net, in the consolidated statements of operations. Assets and liabilities of foreign subsidiaries are translated at the exchange rates in effect at the end of each period. Revenues, expenses, gains and losses are translated at the average rates of exchange prevailing during the period. Accumulated deficit and other equity accounts are translated at historical rates. Translation gains and losses are included in accumulated other comprehensive loss within stockholders’ equity. The effect of currency translation adjustments on cash, cash equivalents and restricted cash is presented separately in the consolidated statements of cash flows. Cash, cash equivalents and restricted cash Cash includes funds deposited in banks. Cash equivalents include highly liquid investments such as term deposits and money market instruments with original maturities of three months or less. As of December 31, 2023, and 2022, there were no amounts classified as restricted cash, as all previous restrictions lapsed during the year ended December 31, 2022. 68 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) Accounts receivable, net Trade accounts receivable represents amounts due from customers. Other receivables represent other current non-trade receivables. Allowance for doubtful accounts reflects the Company’s estimate of amounts in its existing accounts receivable that may not be collected due to customer claims or customer inability or unwillingness to pay. The allowance is estimated based on a combination of factors, including, but not limited to the age of the account, the credit worthiness of the customer, payment terms, the customer’s historical payment history and general economic conditions. Management reviews these factors quarterly to determine if any adjustments are needed to the allowance for doubtful accounts. Accounts receivable are written off when the receivables are deemed uncollectible. Subsequent collections are recorded in SG&A on the consolidated statement of operations when they are received. Inventories Inventories consist of finished goods, work-in-process, and raw materials used in manufacturing products. Inventories are stated at the lower of cost or net realizable value, principally determined by the first in, first out method of accounting. The Company maintains an allowance for excess and obsolete inventory. The estimate for excess and obsolete inventory is based upon assumptions about current and anticipated demand, customer preferences, business strategies, and market conditions. Management reviews these assumptions periodically to determine if any adjustments are needed to the allowance for excess and obsolete inventory. The establishment of an allowance for excess and obsolete inventory establishes a new cost basis in the inventory. Such allowance is not reduced until the product is sold or otherwise disposed. If inventory is sold, any related reserves would be reversed in the period of sale. During the years ended December 31, 2023, and 2022 the Company estimated inventory markdowns relating to restructuring charges based upon current and anticipated demand, customer preferences, business strategies, and market conditions including management's actions with respect to inventory raw materials and products and brands being removed from the Company's portfolio. Leases Leases are accounted for under ASC 842 - Leases . At inception of a contract, the Company determines whether that contract is or contains a lease. A contract is or contains a lease if the contract conveys the right to control the use of identified property, plant, or equipment (an identified asset) for a period of time in exchange for consideration. Leases are then classified as either finance or operating, with classification affecting the location of expense recognition in the consolidated statements of operations. Right-of-use assets ("ROU") represent the right to use an underlying asset for the lease term while lease liabilities represent the obligation to make lease payments arising from a lease, measured on a discount basis. All leases greater than 12 months result in the recognition of a ROU and a lease liability at the lease commencement date based on the present value of the lease payments over the lease term. The present value of the lease payments is calculated using the applicable weighted-average discount rate. The weighted-average discount rate is based on the discount rate implicit in the lease, or if the implicit rate is not readily determinable from the lease, the applicable incremental borrowing rate is estimated. The incremental borrowing rate is estimated using the currency denomination of the lease and the contractual lease term. To determine the incremental borrowing rate, reference is made to interest rates that would be available to finance assets similar to the assets under lease in their related geographical location. The Company accounts for lease components separately from non-lease components, other than for office equipment. The Company has certain leases that include one or more options to renew with renewal terms that can extend the lease term. The exercise of the lease renewal options is at the Company’s discretion. A lease renewal option is included in the determination of the ROU asset and lease liability when the option is reasonably certain of being exercised. Property, plant and equipment Property, plant and equipment ("PP&E") is recorded at cost less accumulated depreciation, depletion and amortization. PP&E assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. 69 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) Property, plant and equipment, excluding peat bogs and related development, are depreciated using the straight-line method. The following table summarizes the estimated useful lives as follows: Buildings and improvements 10 - 40 years Machinery and equipment 5 - 15 years Leasehold improvements Lesser of useful life or term of the lease Computer equipment 3 - 4 years Furniture and fixtures 5 years The useful lives of property, plant and equipment recorded under finance leases are further limited to the term of lease. Peat bogs and related development costs are depleted using the units of production method over the total expected volume of the peat bogs. The Company operates peat bogs in Alberta Canada. Under current provincial laws the Company is subject to certain asset retirement obligations ("AROs") and the remediation of the peat bog sites are under provincial oversight. The Company periodically evaluates expected remediation costs associated with the peat bog sites that it operates. Where the Company concludes that it is probable that a liability has been incurred, a provision is made for management's estimate of the liability. As of December 31, 2023, and 2022, the Company has AROs of $ 759 and $ 262 , respectively, recorded in Accrued expenses and other current liabilities on the consolidated balance sheet. As of December 31, 2023, and 2022, the Company has AROs of $ 4,457 and $ 4,370 , respectively, recorded in Other long-term liabilities on the consolidated balance sheet. The ARO changes related to the various components of accretion, and additional obligations incurred during 2023 and 2022 were not significant. Intangible assets and goodwill Definite-lived intangible assets are amortized using the straight-line method over their estimated useful lives. The Company has one trade name that is considered to have an indefinite useful life. Intangible assets are also tested for impairment at least annually and when events or changes in circumstances indicate that, more-likely-than-not, the carrying amount may not be recoverable. Significant judgment is required in estimating fair values and performing goodwill and intangible asset impairment tests. Goodwill represents the excess of the acquisition price of an acquired business over the fair value of the identifiable assets acquired and liabilities assumed in a business combination less any subsequent write-downs for impairment. Goodwill is tested for impairment on an annual basis in the fourth quarter and more frequently if indicators of potential impairment exist. Impairment testing is conducted at the reporting unit level, which is generally defined as an operating segment or one level below an operating segment (also known as a component), for which discrete financial information is available and segment management regularly reviews the operating results. The Company has determined that its reporting units for the purpose of goodwill impairment testing are the U.S. and Canada. Goodwill impairment reviews include performing either an initial qualitative or quantitative evaluation for each of the reporting units. Several methods may be used to estimate a reporting unit’s fair value, including market quotations, asset and liability fair values and other valuation techniques. If the carrying amount of a reporting unit, including goodwill, exceeds the estimated fair value, then the excess is charged to earnings as an impairment loss. Note Receivable and Investment In 2019, the Company executed a note receivable secured by equipment to a third-party, the terms of which were amended and restated during the first quarter of 2021. The note receivable provided for interest and installment payments to the Company, and full maturity of the note in 2024. During the first quarter of 2022 the third-party defaulted on interest payments, and the Company measured an impairment on the note receivable based on the estimated fair value of the collateral. The Company recorded an impairment loss of $ 2,636 during the year ended December 31, 2022, in Impairments on the consolidated statements of operations. As of December 31, 2022, the note receivable carrying value was $ 475 and it was classified in Other assets on the condensed consolidated balance sheet. During the first quarter of 2023, the Company agreed to forgive the note 70 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) receivable in exchange for interest in a third-party equity investment. The investment is recorded at an estimated cost basis of $ 531 , inclusive of capitalized transaction costs, which is reported within Other assets on the consolidated balance sheet. Revenue recognition The Company follows ASC 606 - Revenue from Contracts with Customers which requires that revenue recognized from contracts with customers be disaggregated into categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The Company has determined that revenue is generated from one category, which is the distribution and manufacture of CEA equipment and supplies. Revenue is recognized as control of promised goods is transferred to customers, which generally occurs upon receipt at customers’ locations determined by the specific terms of the contract. Arrangements generally have a single performance obligation and revenue is reported net of variable consideration which includes applicable volume rebates, cash discounts and sales returns and allowances. Variable consideration is estimated and recorded at the time of sale. The amount billed to customers for shipping and handling costs included in net sales was $ 9,523 and $ 13,180 in the years ended December 31, 2023, and 2022, respectively. Shipping and handling costs that occur before the customer obtains control of the goods are deemed to be fulfillment activities and are accounted for as fulfillment costs included in cost of goods sold. The Company does not receive noncash consideration for the sale of goods. Contract consideration received from a customer prior to revenue recognition is recorded as a contract liability and is recognized as revenue when the Company satisfies the related performance obligation under the terms of the contract. The Company's contract liabilities, which consist primarily of customer deposits reported within deferred revenue on the consolidated balance sheets, totaled $ 3,231 and $ 3,654 as of December 31, 2023, and 2022, respectively. There are no significant financing components and the majority of revenue is recognized within one year. Excluded from revenue are any taxes assessed by governmental authorities, including value-added and other sales-related taxes that are imposed on and concurrent with revenue-generating activities. Warrants issued in connection with financings The Company generally accounts for warrants issued in connection with debt and equity financings as a component of equity unless the warrants include a conditional obligation to issue a variable number of shares among other conditions or it is possible that the Company may need to settle the warrants in cash. Stock-based compensation The Company accounts for stock-based compensation expense in accordance with the fair value recognition and measurement provisions of U.S. GAAP, which requires compensation cost for the grant-date fair value of stock-based awards to be recognized over the requisite service period. The Company accounts for forfeitures when they occur and any compensation expense previously recognized on unvested shares will be reversed when forfeited. Service-based awards The Company records stock-based compensation expense for restricted stock units ("RSUs") and service-based stock options on a straight-line basis over the requisite service period. The fair value of grants of restricted stock is based on the fair value of the common stock underlying the award. The fair value of the underlying common stock for RSUs prior to the Company’s IPO in December 2020, was determined by considering a number of objective, subjective, and highly complex factors including independent third-party valuations of the Company’s common stock, operating and financial performance, the lack of liquidity of capital stock and general and industry specific economic outlook among other factors. For awards granted after the Company's IPO, the fair value of the underlying common stock for RSUs is the closing date price of the Company's common stock at the grant-date. The fair value of option-based awards is estimated using the Black-Scholes valuation model. The Black-Scholes model requires the use of highly subjective and complex assumptions. For inputs into the Black-Scholes model, the expected volatility is based on historical implied volatility from recent stock option transactions at the time of grant. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury implied yield at the date of grant. The Company has elected to use the "simplified method" to determine the expected term which is the midpoint between the vesting date and the end of the 71 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) contractual term because it has insufficient history upon which to base an assumption about the term. The expected dividend yield is 0.0 % as the Company has not paid and does not anticipate paying dividends on its common stock. Performance-based awards The Company has granted performance stock unit ("PSU") awards that vest upon the satisfaction of both service-based and performance-based conditions. The service-based condition for these awards generally is satisfied over one year . The performance-based conditions generally are satisfied upon achieving specified performance targets. The Company records stock-based compensation expense for performance-based equity awards on a straight-line basis over the requisite service period and only if performance-based conditions are considered probable to be satisfied. Market-based awards The Company has granted RSUs that vest only upon the satisfaction of both performance-based and market-based conditions. The performance-based conditions are satisfied upon achieving specified performance targets, such as the occurrence of a qualifying event, as described above for performance-based awards. The market-based condition is satisfied upon the Company’s achievement of a qualifying traded share price within the specified time frame. The Company records stock-based compensation expense once the performance condition is satisfied regardless of whether the market condition is eventually met. For one award granted in 2020, the market condition was factored into its fair value and the Company used a "Monte Carlo Simulation Method" ("MCSM") to estimate the fair value of the award. The MCSM assessed the likelihood of vesting of the RSU grants based on the probability of both a triggering event and qualifying traded share price within the specified time frame. For the years ended December 31, 2023, and 2022, there were no performance awards with market-based conditions granted. Employee benefit plan The Company has a 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 and incurred expense of $ 261 and $ 280 for the years ended December 31, 2023, and 2022, respectively. Income taxes The asset and liability method of accounting for income taxes is followed whereby deferred income tax assets are recognized for deductible temporary differences and operating loss carryforwards, and deferred income tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the amounts of assets and liabilities recorded for income tax and financial reporting purposes. Deferred income tax assets are recognized only to the extent that management determines that it is more-likely-than-not that the deferred income tax assets will be realized. Deferred income tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The income tax expense or benefit is the income tax payable or recoverable for the year plus or minus the change in deferred income tax assets and liabilities during the year. The Company has deferred tax assets and liabilities and maintains valuation allowances where it is more likely than not that all or a portion of deferred tax assets will not be realized. Significant judgment is required in determining any valuation allowance recorded against deferred tax assets. The determination of the amount of valuation allowance to be provided on recorded deferred tax assets involves consideration of estimates regarding the timing and amount of the reversal of taxable temporary differences, expected future taxable income by jurisdiction, and the impact of tax planning strategies. Changes in the relevant facts can impact the judgment or need for valuation allowances. In the event we change our determination as to the amount of deferred tax assets that can be realized, we will adjust our valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made. The Company will establish a liability for tax return positions when there is uncertainty as to whether the position will ultimately be sustained. Amounts for uncertain tax positions will be adjusted when new information becomes available or when positions are effectively settled. The Company will recognize interest expense and penalties related to these unrecognized tax benefits within income tax expense. U.S. GAAP provides that a tax benefit from an uncertain tax position may be recognized when it is more-likely-than-not that the position will be sustained upon examination, including resolutions of any related 72 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) appeals or litigation processes, based on the technical merits of the position. The amount recognized is measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the related tax authority. Recently issued accounting pronouncements In November 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07), which requires an enhanced disclosure of significant segment expenses on an annual and interim basis. This ASU will be effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company is currently evaluating the impact of this ASU on its consolidated financial statements. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires greater disaggregation of information in the effective tax rate reconciliation, income taxes paid disaggregated by jurisdiction, and certain other amendments related to income tax disclosures. This guidance will be effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of this ASU on its consolidated financial statements. 3. GOODWILL AND INTANGIBLE ASSETS, NET Goodwill Primarily due to a sustained decline in the Company's market value of common stock and market conditions, the Company identified a triggering event requiring a test for impairment as of June 30, 2022. The Company completed its goodwill impairment testing and recorded an impairment charge of $ 189,572 as the test determined that the carrying value of the United States and Canada reporting units was in excess of the fair value. The recognized impairment reduced the goodwill balance to zero as of June 30, 2022. The impairment was primarily due to a deterioration in customer demand in the United States and Canada caused by macroeconomic and industry conditions. The Company determined the fair value of the U.S. and Canada reporting units based on an income approach, using the present value of future discounted cash flows, and based on a market approach. The fair values were reconciled to the market value of common stock of Hydrofarm to corroborate the estimates used in the interim test for impairment. Significant estimates used to determine fair value included the weighted average cost of capital, financial forecasts, and pricing multiples derived from publicly-traded companies that are comparable to the reporting units. Refer to Note 15 - Fair Value Measurements , for further discussion of valuation inputs. The changes in goodwill are as follows: Goodwill Balance at December 31, 2021 $ 204,868 Acquisition - Innovative Growers Equipment - measurement period adjustments ( 21,304 ) Acquisition - Greenstar Plant Products - measurement period adjustments 7,000 Acquisition - all others - remeasurement adjustments and foreign currency translation adjustments, net ( 992 ) Impairments ( 189,572 ) Balance at December 31, 2022 $ — 73 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) Intangible assets, net Intangible assets, net comprised the following: December 31, 2023 December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value Finite-lived intangible assets: Computer software $ 9,325 $ ( 8,357 ) $ 968 $ 9,408 $ ( 7,976 ) $ 1,432 Customer relationships 99,805 ( 31,883 ) 67,922 99,933 ( 24,533 ) 75,400 Technology, formulations and recipes 114,181 ( 25,124 ) 89,057 114,187 ( 15,344 ) 98,843 Trade names and trademarks 131,493 ( 16,740 ) 114,753 131,410 ( 10,052 ) 121,358 Other 4,802 ( 4,422 ) 380 4,778 ( 4,246 ) 532 Total finite-lived intangible assets, net 359,606 ( 86,526 ) 273,080 359,716 ( 62,151 ) 297,565 Indefinite-lived intangible asset: Trade name 2,801 — 2,801 2,801 — 2,801 Total Intangible assets, net $ 362,407 $ ( 86,526 ) $ 275,881 $ 362,517 $ ( 62,151 ) $ 300,366 The Company also reviewed intangible assets with finite lives and indefinite lives for impairment as of June 30, 2022, however no impairment was noted. We did not identify a triggering event requiring a test for impairment during the remainder of 2022, or the year ended December 31, 2023. Amortization expense related to intangible assets was $ 24,355 and $ 33,308 for the years ended December 31, 2023, and 2022, respectively. The following are the estimated useful lives and the weighted-average amortization period remaining as of December 31, 2023, for the major classes of finite-lived intangible assets: Useful lives Weighted-average amortization period Computer software 3 to 5 years 2 years Customer relationships 7 to 18 years 10 years Technology, formulations and recipes 8 to 12 years 9 years Trade names and trademarks 15 to 20 years 17 years The estimated aggregate future amortization expense for intangible assets subject to amortization as December 31, 2023, is summarized below: Estimated Future Amortization Expense Year ending December 31, 2024 $ 24,396 2025 24,289 2026 24,053 2027 23,820 2028 23,185 Thereafter 153,337 Total $ 273,080 74 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) 4. LOSS PER COMMON SHARE Basic loss per common share is computed using net loss divided by the weighted-average number of common shares outstanding during each period, excluding unvested restricted stock units ("RSUs") and performance stock units ("PSUs"). Diluted loss per common share represents net loss divided by the weighted-average number of common shares outstanding during the period, including common stock equivalents. Common stock equivalents consist of shares subject to warrants and share-based awards with exercise prices less than the average market price of the Company’s common stock for the period, to the extent their inclusion would be dilutive. Regarding RSUs subject to a market condition, before the end of the contingency period, the number of contingently issuable shares (i.e., RSUs) to be included in diluted loss per common share would be based on the number of shares of common stock issuable under the terms of the arrangement if the end of the reporting period was the end of the contingency period, assuming the result would be dilutive. Those contingently issuable shares would be included in the denominator of diluted loss per common share as of the beginning of the period, or as of the grant date of the share-based payment, if later. The following table presents basic and diluted loss per common share for the years ended December 31, 2023, and 2022: Years ended December 31, 2023 2022 Net loss $ ( 64,813 ) $ ( 285,415 ) Weighted-average shares of common stock outstanding 45,508,363 44,974,856 Dilutive effect of warrants and share based compensation awards using the treasury stock method — — Diluted weighted-average shares of common stock outstanding 45,508,363 44,974,856 Basic loss per common share $ ( 1.42 ) $ ( 6.35 ) Diluted loss per common share $ ( 1.42 ) $ ( 6.35 ) The computation of the weighted-average shares of common stock outstanding for diluted loss per common share excludes the following potential shares of common stock as their inclusion would have an anti-dilutive effect on diluted loss per common share: Years ended December 31, 2023 2022 Shares subject to warrants outstanding — 17,669 Shares subject to unvested performance and restricted stock units 2,163,392 1,088,879 Shares subject to stock options outstanding 571,359 670,026 5. ACCOUNTS RECEIVABLE, NET AND INVENTORIES Accounts receivable, net comprised the following: December 31, 2023 2022 Trade accounts receivable $ 16,740 $ 18,204 Allowance for doubtful accounts ( 920 ) ( 1,556 ) Other receivables 1,070 579 Total accounts receivable, net $ 16,890 $ 17,227 75 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) The change in the allowance for doubtful accounts consisted of the following: Years ended December 31, 2023 2022 Beginning balance $ ( 1,556 ) $ ( 1,156 ) Changes in estimates ( 1,280 ) ( 3,274 ) Write-offs 310 2,375 Collections/Other 1,606 499 Ending balance $ ( 920 ) $ ( 1,556 ) Inventories comprised the following: December 31, 2023 2022 Finished goods $ 58,346 $ 83,134 Work-in-process 3,891 5,403 Raw materials 23,256 38,558 Allowance for inventory obsolescence ( 10,139 ) ( 15,697 ) Total inventories $ 75,354 $ 111,398 Inventories are stated at the lower of cost or net realizable value, and the Company maintains an allowance for excess and obsolete inventory that is based upon assumptions about future demand and market conditions. The allowance for excess and obsolete inventory is subject to change from period to period based on a number of factors including sales of products, changes in estimates, and disposals. 6. LEASES The Company leases its distribution centers and manufacturing facilities from third parties under various non-cancelable lease agreements expiring at various dates through 2038. Also, the Company leases some property, plant and equipment under finance leases. Certain leases contain escalation provisions and/or renewal options, giving the Company the right to extend the leases by up to 20 years . However, these options are generally not reflected in the calculation of the right-of-use assets and lease liabilities due to uncertainty surrounding the likelihood of renewal. The Company recognizes operating lease costs over the respective lease periods, including short-term and month-to-month leases. The Company has operating subleases which have been accounted for by reference to the underlying asset subject to the lease, primarily as an offset to rent expense within SG&A. In January 2023, Gotham Properties LLC, an Oregon limited liability company and a subsidiary of the Company (“Seller”), consummated a Purchase and Sale Agreement with J & D Property, LLC, a Nevada limited liability company (“Purchaser”) pursuant to which certain real property located in the City of Eugene, County of Lane, State of Oregon (the “Eugene Property”) was sold to Purchaser for $ 8,598 and then leased back by Seller (the “Sale-Leaseback Transaction”). The new lease has a term of 15 years with annual rent starting at $ 731 and fixed increases to the final year when annual rent is $ 964 . The Company is accounting for the transaction as a failed sale-leaseback which requires retaining the assets associated with the property and recognizing a corresponding financial liability for the cash received. The Eugene Property serves as the manufacturing and processing site for certain of the Company’s grow media and nutrient brands. Refer to Note 9 - Debt for further discussion. 76 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) Total right-of-use ("ROU") assets, finance lease assets, and lease liabilities were as follows: December 31, Balance Sheet Classification 2023 2022 Lease assets Operating lease assets Operating lease right-of-use assets $ 54,494 $ 65,265 Finance lease assets Property, plant and equipment, net 9,315 2,005 Total lease assets $ 63,809 $ 67,270 Lease liabilities Current: Operating leases Current portion of operating lease liabilities $ 8,336 $ 9,099 Finance leases Current portion of finance lease liabilities 954 704 Noncurrent: Operating leases Long-term operating lease liabilities 47,506 56,299 Finance leases Long-term finance lease liabilities 8,734 1,200 Total lease liabilities $ 65,530 $ 67,302 Total lease costs and sublease income were as follows: Years ended December 31, Classification 2023 2022 Operating lease costs Selling, general and administrative (1) $ 12,371 $ 11,484 Finance lease costs: Amortization of lease assets Selling, general and administrative 1,047 285 Amortization of lease assets Cost of goods sold 328 327 Interest on lease liabilities Interest expense 519 61 Sublease income Selling, general and administrative ( 1,722 ) ( 1,533 ) (1) Operating lease costs are primarily recorded in SG&A. In addition to the operating lease costs above, short-term and month-to-month lease expense was $ 182 and $ 341 for the years ended December 31, 2023, and 2022, respectively, and other costs associated with operating leases were $ 3,132 and $ 2,573 , respectively, for non-lease components such as common area maintenance and other miscellaneous items. These costs were included primarily within SG&A in the consolidated statements of operations. 77 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) The aggregate future minimum lease payments under long-term non-cancelable operating and finance leases with remaining terms greater than one year as of December 31, 2023, are as follows: Year ending December 31, Operating Finance 2024 $ 10,442 $ 1,442 2025 10,368 1,305 2026 9,212 852 2027 8,993 855 2028 8,432 806 Thereafter 16,989 8,039 Total lease payments 64,436 13,299 Less portion representing interest 8,594 3,611 Total principal 55,842 9,688 Less current portion 8,336 954 Long-term portion $ 47,506 $ 8,734 The following table summarizes the weighted-average remaining lease term as well as the weighted average discount rate as of December 31, 2023, and 2022: December 31, 2023 2022 Weighted-average remaining lease term in years: Operating leases 6.7 7.1 Finance leases 12.5 3.1 Weighted-average discount rate: Operating leases 4.20 % 4.00 % Finance leases 5.25 % 3.63 % Cash paid for amounts included in lease liabilities for the years ended December 31, 2023, and 2022, were: Years ended December 31, Cash paid for amounts included in lease liabilities: 2023 2022 Operating cash flows from operating leases $ ( 12,121 ) $ ( 9,035 ) Operating cash flows from finance leases ( 516 ) ( 61 ) Financing cash flows from finance leases ( 1,007 ) ( 757 ) 78 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) 7. PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment, net comprised the following: December 31, 2023 2022 Machinery and equipment $ 27,417 $ 27,832 Peat bogs and related development 12,256 10,761 Building and improvements 10,132 9,920 Land 6,114 6,107 Furniture and fixtures 4,360 3,921 Computer equipment 3,301 3,337 Leasehold improvements 5,169 4,177 Gross property, plant, and equipment 68,749 66,055 Less: accumulated depreciation ( 21,389 ) ( 14,920 ) Total property, plant and equipment, net $ 47,360 $ 51,135 Depreciation, depletion and amortization expense related to property, plant, and equipment, net was $ 7,720 and $ 8,219 for the years ended December 31, 2023, and 2022, respectively. As of December 31, 2023, Land, Building and improvements, Computer equipment and Machinery and equipment contain finance leases assets, recorded at cost of $ 12,783 , less accumulated depreciation of $ 3,468 . As of December 31, 2022, Computer equipment and Machinery and equipment contains finance leases assets, recorded at cost of $ 3,128 , less accumulated depreciation of $ 1,123 . The increase in finance lease assets in 2023 primarily relates to the Sale-Leaseback Transaction. 8. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities comprised the following: December 31, 2023 2022 Accrued compensation and benefits $ 2,096 $ 2,522 Interest accrual 1,214 108 Freight, custom and duty accrual 1,040 1,022 Goods in transit accrual 360 1,172 Income tax accrual — 451 Other accrued liabilities 4,819 7,933 Total accrued expenses and other current liabilities $ 9,529 $ 13,208 79 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) 9. DEBT Debt is comprised of the following: December 31, 2023 2022 Term Loan - net of unamortized discount and deferred financing costs of $ 4,259 and $ 5,142 as of December 31, 2023, and December 31, 2022, respectively $ 118,241 $ 118,608 Other 160 160 Total debt $ 118,401 $ 118,768 Current portion of long-term debt $ 2,989 $ 1,307 Long-term debt - net of unamortized discount and deferred financing costs of $ 4,259 and $ 5,142 as of December 31, 2023, and December 31, 2022, respectively 115,412 117,461 Total debt $ 118,401 $ 118,768 Term Loan On October 25, 2021, the Company and certain of its direct and indirect subsidiaries (the "Obligors") entered into a Credit and Guaranty Agreement with JPMorgan Chase Bank, N.A., as administrative agent for the lenders, pursuant to which the Company borrowed a $ 125,000 senior secured term loan ("Term Loan"). The Term Loan was amended by Amendment No. 1 to Credit and Guaranty Agreement (“Amendment No. 1”) effective on June 27, 2023, to replace the LIBOR referenced rates with SOFR referenced rates. Pursuant to Amendment No. 1, any Term Loan that constitutes a Eurodollar Rate Loan that is outstanding as of the Amendment No. 1 closing date shall continue until the end of the applicable interest period for such Eurodollar Rate Loan and the provisions of the Term Loan applicable thereto shall continue and remain in effect (notwithstanding the occurrence of the Amendment No. 1 closing date) until the end of the applicable interest period for such Eurodollar Rate Loan, after which such provisions shall have no further force or effect. Such Eurodollar Rate Loan shall subsequently either be an ABR Loan or a Term Benchmark Loan. The ABR Loans shall bear interest at the Alternate Base Rate (with a 2.0 % floor) plus 4.50 %, and Term Benchmark Loans shall bear interest at the Adjusted Term SOFR Rate (with a 1.0 % floor), plus 5.50 %. The ABR Loan and Term Benchmark Loan credit spreads of 4.50 % and 5.50 %, respectively, within the Amendment No. 1 have not changed from the credit spreads in the original Term Loan. Legal fees associated with Amendment No. 1 were not material, and were included in Other income, net, on the Consolidated Statements of Operations for the year ended December 31, 2023. The foregoing description of Amendment No. 1 does not purport to be complete and is qualified in its entirety by reference to the provisions of Amendment No. 1, included as Exhibit 10.8 to this Annual Report on Form 10-K. Capitalized terms referenced above are defined in the Term Loan. The Term Loan was subject to a call premium of 1 % if called prior to October 25, 2023, and 0 % thereafter, and matures on October 25, 2028 ("Maturity Date"). Deferred financing costs are being amortized to interest expense over the term of the loan. For the year ended December 31, 2023, the effective interest rate was 11.55 % and interest expense was $ 14,245 , which includes amortization of deferred financing costs and discount of $ 883 . For the year ended December 31, 2022, the effective interest rate was 8.30 % and interest expense was $ 10,331 , which included amortization of deferred financing costs and discount of $ 883 . The principal amounts of the Term Loan are required to be repaid in consecutive quarterly installments in amounts equal to 0.25 % of the original principal amount of the Term Loan, on the last day of each fiscal quarter commencing March 31, 2022, with the balance of the Term Loan payable on the Maturity Date. The Company is also required to make mandatory prepayments in the event of (i) achieving certain excess cash flow criteria, including the achievement and maintenance of a specific leverage ratio, (ii) selling assets that are collateral, or (iii) upon the issuance, offering, or placement of new debt obligations. As described in Note 6 – Leases , the Company received net cash proceeds in January 2023 from the Sale-Leaseback Transaction and is subject to a provision whereby such net cash proceeds can be reinvested into certain investments, such as capital expenditures. This provision of the Term Loan includes (i) cash investments made within a one-year period from the Sale Leaseback Transaction, and (ii) investments which are contractually committed within one-year of the Sale Leaseback Transaction and paid within 180 days after entering into such contractual commitment. The amount of any net cash proceeds 80 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) which are not reinvested would require the Company to make an offer to prepay the corresponding amount on the Term Loan in 2024. In accordance with this provision, the Company classified $ 1,665 as current debt as of December 31, 2023, and offer to prepay the Term Loan in this amount. In addition, the Company has $ 2,187 of contractual commitments pursuant to this provision. Should any of the $ 2,187 balance not be paid within 180 days of the contractual commitment dates, the Company will be required to make an additional offer to prepay the corresponding amount in 2024. The foregoing description of the reinvestment provision does not purport to be complete and is qualified in its entirety by reference to the provisions of the Term Loan. As of December 31, 2023, and 2022, the outstanding principal balance on the Term Loan was $ 122,500 and $ 123,750 , respectively. The Term Loan requires the Company to maintain certain reporting requirements, affirmative covenants, and negative covenants, and the Company was in compliance with all requirements as of December 31, 2023. The Term Loan is secured by a first lien on the non-working capital assets of the Company and a second lien on the working capital assets of the Company. Revolving Credit Facility On March 29, 2021, the Obligors entered into a Senior Secured Revolving Credit Facility (the "Revolving Credit Facility") with JPMorgan Chase Bank, N.A., as administrative agent, issuing bank and swingline lender, and the lenders from time to time party thereto. The Revolving Credit Facility is due on June 30, 2026, or any earlier date on which the revolving commitments are reduced to zero. The Revolving Credit Facility originally had a borrowing limit of $ 50,000 . On August 31, 2021, the Obligors entered into an amendment (the "First Amendment") to increase their original borrowing limit to $ 100,000 . In connection with the First Amendment, the Company's previously acquired subsidiaries became party to the Revolving Credit Facility as either borrowers or as guarantors. On October 25, 2021, the Company and its subsidiaries entered into a second amendment (the "Second Amendment"), with JPMorgan Chase Bank, N.A., pursuant to which the parties consented to the Term Loan described above, and made certain conforming changes to comport with the Term Loan provisions. The Revolving Credit Facility was further amended by a third amendment and joinder dated August 23, 2022 (the "Third Amendment"), pursuant to which several previously acquired subsidiaries became parties to the Revolving Credit Facility and granted liens on their assets. On December 22, 2022, the Company entered into a fourth amendment (the "Fourth Amendment") pursuant to which a sale-leaseback transaction was permitted, and certain other changes were made, including a reduction of the maximum commitment amount under the Revolving Credit Facility from $ 100,000 to $ 75,000 and transitioning the LIBOR based rates to SOFR based rates. On March 31, 2023, the Company and certain of its subsidiaries entered into an amendment (the “Fifth Amendment”) pursuant to which the maturity date was extended to June 30, 2026, the maximum commitment amount under the Revolving Credit Facility was reduced to $ 55,000 , and the interest rate on borrowings was revised to various spreads, based on the Company's fixed charge coverage ratio. The unamortized debt discount and deferred financing costs were $ 538 and $ 580 as of December 31, 2023, and 2022, respectively, and are included in other assets in the consolidated balance sheet. Debt discount and deferred financing costs are being amortized to interest expense over the term of the Revolving Credit Facility. The Revolving Credit Facility is an asset-based facility that is secured by a first lien on the working capital assets of the Company and a second lien on the non-working capital assets of the Company (including most of the Company’s subsidiaries). The borrowing base is based on a detailed monthly calculation of the sum of (a) a percentage of the Eligible Accounts at such time, plus (b) the lesser of (i) a percentage of the Eligible Inventory, at such time, valued at the lower of cost or market value, determined on a first-in-first-out basis, and (ii) the product of a percentage multiplied by the Net Orderly Liquidation Value percentage identified in the most recent inventory appraisal ordered by the Administrative Agent multiplied by the Eligible Inventory, valued at the lower of cost or market value, determined on a first-in-first-out basis, minus (c) Reserves (each of the defined terms above, as defined in the Revolving Credit Facility documents). The Company is required to maintain certain reporting requirements, affirmative covenants and negative covenants, pursuant to terms outlined in the agreement. Additionally, if the Company’s Excess Availability (as defined in the Revolving Credit Facility documents) is less than an amount equal to 10 % of the Aggregate Revolving Commitment (currently $ 55,000 ), the Company will be required to maintain a minimum fixed charge coverage ratio of 1.1 x on a rolling twelve-month basis until 81 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) the Excess Availability is more than 10 % of the Aggregate Revolving Commitment for thirty consecutive days. In order to consummate permitted acquisitions or to make restricted payments, the Company would be required to comply with a higher fixed charge coverage ratio of 1.15 x, but no such acquisitions or payments are currently contemplated. As of December 31, 2023, the Company is in compliance with the covenants contained in the Revolving Credit Facility. The Revolving Credit Facility provides for various interest rate options including the Adjusted Term SOFR Rate, the Adjusted REVSOFR30 Rate, the CB Floating Rate, the Adjusted Daily Simple SOFR, the CBFR, the Canadian Prime Rate, or the CDOR Rate. The rates that use SOFR as the reference rate (Adjusted Term SOFR Rate, the Adjusted REVSOFR30 Rate, the Adjusted Daily Simple SOFR and the CBFR rate) use the Term SOFR Rate plus 1.95 %. Each rate has a 0.0 % floor. A fee of 0.40 % per annum is charged for available but unused borrowings. As of December 31, 2023, and 2022, the Company had zero borrowed under the facility. As of December 31, 2023 the Company would be able to borrow approximately $ 22 million under the Revolving Credit Facility, before the Company would be required to comply with the minimum fixed charge coverage ratio of 1.1 x. Other debt Other debt of $ 160 and $ 160 as of December 31, 2023, and December 31, 2022, respectively, was primarily comprised of foreign subsidiary's other debt which constitutes an immaterial revolving line of credit and mortgage. Loss on debt modification The losses on debt modification of $ 59 and $ 145 for the years ended December 31, 2023 and 2022, respectively, resulting primarily from the financing transactions described above, are presented in Other income, net on the consolidated statement of operations. Aggregate future principal payments As of December 31, 2023, the aggregate estimated future principal payments under long-term debt are as follows: Debt Year ending December 31, 2024 $ 2,989 2025 1,269 2026 1,270 2027 1,270 2028 115,862 Total $ 122,660 10. STOCKHOLDERS’ EQUITY Common stock Each holder of common stock is entitled to one vote for each share of common stock. Common stockholders have no pre-emptive rights to acquire additional shares of common stock or other securities. The common stock is not subject to redemption rights and carries no subscription or conversion rights. In the event of liquidation, the stockholders are entitled to share in corporate assets on a pro rata basis after the Company satisfies all liabilities and after provision is made for any class of capital stock having preference over the common stock. Subject to corporate regulations and preferences to preferred stock, if any, dividends are at the discretion of the Board of Directors. As of December 31, 2023, there were 45,789,890 shares outstanding and 300,000,000 shares authorized. 82 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) Warrants On July 19, 2021, the Company completed the redemption ("Redemption") of certain of its outstanding warrants (the "Investor Warrants") that were issued in connection with a private placement of units (the "private placement"), each consisting of a share of common stock and a warrant to purchase an additional one-half (1/2) shares of common stock. In connection with the private placement, the Company agreed to engage the placement agent (the "Placement Agent") as the Company's warrant solicitation agent in the event the Investor Warrants were called for Redemption. The Company agreed to pay a warrant solicitation fee to the Placement Agent equal to five percent of the amount of net cash proceeds solicited by the Placement Agent upon the exercise of certain Investor Warrants following such call for Redemption. For the years ended December 31, 2023 and 2022, respectively, there were no Investor Warrants outstanding. In connection with the private placement, the Placement Agent was issued warrants (the “placement agent warrants”) which expired on December 14, 2023. As of December 31, 2023, there were no outstanding placement agent warrants. As of December 31, 2022, the following table summarizes the outstanding warrants: Number of Warrants Exercise Price Placement agent warrants 11,662 $ 8.43 Placement agent warrants 6,007 $ 16.86 Total 17,669 $ 11.30 11. STOCK-BASED COMPENSATION Stock-based compensation plan overview The Company maintains three equity incentive plans: the 2018 Equity Incentive Plan ("2018 Plan"), the 2019 Employee, Director and Consultant Equity Incentive Plan ("2019 Plan") and the 2020 Employee, Director, and Consultant Equity Incentive Plan ("2020 Plan" and collectively, "Incentive Plans"). The 2020 Plan serves as the successor to the 2019 Plan and 2018 Plan and provides for the issuance of incentive stock options ("ISOs"), stock grants and stock-based awards to employees, directors, and consultants of the Company. No further awards will be issued under the 2018 Plan and 2019 Plan. As of December 31, 2023, a total of 1,400,453 shares were available for grant under the 2020 Plan. The Incentive Plans are administered by the Company's Board of Directors. Notwithstanding the foregoing, the Board of Directors may delegate concurrent responsibility for administering each plan, including with respect to designated classes of persons eligible to receive an award under each plan, to a committee or committees (which term shall include subcommittees) consisting of one or more members of the Board of Directors (collectively, the "Plan Administrator"), subject to such limitations as the Board of Directors deems appropriate. In November 2020, the Board of Directors and stockholders approved the 2020 Plan and reserved an aggregate of 2,284,053 shares of common stock for issuance under the 2020 Plan. Pursuant to the 2020 Plan, the number of shares available for issuance under the 2020 Plan may be increased on January 1 of each year, beginning on January 1, 2021, and ending on January 2, 2030, in an amount equal to the lesser of (i) 4 % of the outstanding shares of the Company’s common stock on such date or (ii) such number of shares determined by the Plan Administrator. The 2020 Plan provides for the grant of ISOs, nonqualified stock options, stock grants, and stock-based awards that are based in whole or in part by reference to the Company’s common stock. • The Plan Administrator may grant options designated as incentive stock options or nonqualified stock options. Options shall be granted with an exercise price per share not less than 100 % of the fair market value of the common stock on the grant date, subject to certain limitations and exceptions as described in the plan agreements. Generally, the maximum term of an option shall be 10 years from the grant date. The Plan Administrator shall establish and set forth 83 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) in each instrument that evidences an option the time at which, or the installments in which, the option shall vest and become exercisable. • The Plan Administrator may grant stock grants and stock-based awards, including securities convertible into shares, stock appreciation rights, phantom stock awards or stock units on such terms and conditions which may be based on continuous service with the Company or related company or the achievement of any performance goals, as the Plan Administrator shall determine in its sole discretion, which terms, conditions and restrictions shall be set forth in the instrument evidencing the award. The tax benefits recognized in the consolidated statements of operations for stock-based compensation arrangements for the years ended December 31, 2023, and 2022, were not material to the financial statements. Restricted Stock Unit ("RSU") Activity RSUs granted to certain executives, employees and members of the Board of Directors expire 10 years after the grant date. The awards generally have a time-based vesting requirement (based on continuous employment). Upon vesting, the RSUs convert into shares of the Company's common stock. The stock-based compensation expense related to service-based awards is recorded over the requisite service period. During the first quarter of 2023, the Company granted RSU awards that are expected to vest with two equal vesting tranches; one tranche vested on October 31, 2023, and the second one is scheduled to vest on October 31, 2024. During the second quarter of 2023, the Company granted RSU awards to members of the Board of Directors that are expected to vest on the one year anniversary of the grant date. During the third quarter of 2023, the Company granted RSU awards that are expected to vest with three equal vesting tranches, annually on the anniversary of the grant date. The award granted to a former member of the Board (the "former Board member") in July 2020, and modified in November 2020, contained a market-based vesting condition based on the traded value of shares of the Company’s common stock following the Company's initial public offering ("IPO") over a specific time frame. For this award, the market condition was factored into its fair value. The fair value of the award, at the modification date, was $ 3,180 , all of which was recorded as stock-based compensation expense upon the IPO. In July 2021, the market-based vesting condition for this award was satisfied and 148,315 RSUs of the former Board member vested. The remaining 111,236 unvested RSUs met the time-based vesting conditions during the year ended December 31, 2022, and vested at that time. No additional awards with market-based conditions have been granted. The following table summarizes the activity related to the Company's RSUs for the year ended December 31, 2023. For purposes of this table, vested RSUs represent the shares for which the service condition had been fulfilled during the year ended December 31, 2023: Number of RSUs Weighted average grant date fair value Balance, December 31, 2022 992,633 $ 8.57 Granted 1,091,726 $ 1.19 Vested ( 779,412 ) $ 6.82 Forfeited ( 62,737 ) $ 11.05 Balance, December 31, 2023 1,242,210 $ 3.06 The total vest date fair value of RSUs vested for the years ended December 31, 2023, and 2022, was $ 948 , and $ 8,397 , respectively. As of December 31, 2023, total unamortized stock-based compensation cost related to unvested RSUs was $ 2,021 and the weighted-average period over which the compensation is expected to be recognized is 1.09 years. As of December 31, 2023, there were 6,357 RSUs which had vested, but were not yet issued due to the recipients' elections to defer the awards. The Company recognized $ 4,502 , and $ 7,638 , of total stock-based compensation expense for RSUs for the years ended December 31, 2023, and 2022, respectively. For the year ended December 31, 2023, the Company withheld 203,756 , of the 779,412 , of common stock issued upon vesting of RSUs to meet employees' payroll tax withholding requirements. The tax 84 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) withholding payments of $ 256 were made in 2023. Performance Stock Unit ("PSU") Activity During the year ended December 31, 2023, the Company granted PSU awards that are subject to a one-year vesting requirement (based on continuous employment) and contain performance conditions based on certain performance metrics. The following table summarizes the activity related to the Company's PSUs for the year ended December 31, 2023: Number of PSUs Weighted average grant date fair value Balance, December 31, 2022 96,246 $ 15.74 Granted 1,141,543 $ 1.77 Vested ( 25,894 ) $ 15.74 Forfeited ( 290,713 ) $ 5.15 Balance, December 31, 2023 921,182 $ 1.77 During the year ended December 31, 2023, the PSU forfeitures were due to employee terminations and performance conditions that were not satisfied, while PSU vests were from awards granted in prior periods. The Company anticipates that a majority of the PSUs outstanding as of December 31, 2023 will forfeit in 2024 as a result of not meeting certain performance conditions. As of December 31, 2023, total unamortized stock-based compensation cost related to unvested PSUs was $ 72 and the weighted-average period over which the compensation is expected to be recognized is less than one-year . The total vest date fair value of PSUs vested for the year ended December 31, 2023, was $ 44 . For the years ended December 31, 2023, and 2022, respectively, the Company recognized $ 300 , and $ 355 , of total stock-based compensation expense for PSUs. For the year ended December 31, 2023, the Company withheld 8,909 , of the 25,894 , of common stock issued upon vesting of PSUs to meet employees' payroll tax withholding requirements. The tax withholding payments of $ 15 were made in 2023. Stock Options The vesting of stock options is subject to certain change in control provisions as provided in the incentive plan agreements and options may be exercised up to 10 years from the date of issuance. There were no stock options granted or exercised during the year ended December 31, 2023. The following table summarizes the stock option activity for the year ended December 31, 2023: Number Weighted average exercise price Weighted average grant date fair value Weighted average remaining contractual term (years) Outstanding as of December 31, 2022 670,026 $ 9.50 $ 2.05 5.25 Cancelled ( 91,443 ) $ 9.44 $ 2.19 Forfeited ( 7,224 ) $ 12.28 $ 7.69 Outstanding as of December 31, 2023 571,359 $ 9.47 $ 2.01 3.69 Options exercisable as of December 31, 2023 554,685 $ 9.16 $ 1.71 3.59 Vested and expected to vest as of December 31, 2023 571,359 $ 9.47 $ 2.01 3.69 85 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) The following table summarizes the unvested stock option activity for the year ended December 31, 2023: Number Weighted average grant date fair value Unvested as of December 31, 2022 70,587 $ 7.02 Vested ( 46,689 ) $ 5.68 Forfeited ( 7,224 ) $ 7.69 Unvested as of December 31, 2023 16,674 $ 12.15 There were no stock options granted for the year ended December 31, 2023. The weighted average grant date fair value of stock options granted was $ 12.95 for the year ended December 31, 2022. Since stock 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 subjective assumptions. For inputs into the Black-Scholes model, the expected volatility is based on historical implied volatility from recent stock option transactions at the time of grant. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury implied yield at the date of grant. The Company has elected to use the "simplified method" to determine the expected term which is the midpoint between the vesting date and the end of the contractual term because it has insufficient history upon which to base an assumption about the term. The expected dividend yield is 0.0 % as the Company has not paid and does not anticipate paying dividends on its common stock. Inputs to the model were as follows for the period indicated: Year ended December 31, 2022 Weighted average exercise price of common stock underlying the options $ 13.12 Volatility 200 % Risk-free rate 2.8 % Dividend yield Nil Expected term in years 6.0 As of December 31, 2023, the total compensation cost related to unvested options not yet recognized was $ 113 and the weighted-average period over which the compensation is expected to be recognized is less than one-year . For the years ended December 31, 2023, and 2022, respectively, the Company recognized $ 273 and $ 361 , of total stock-based compensation expense for stock options. The total intrinsic value of options exercised was $ 82 for the year ended December 31, 2022. 12. INCOME TAXES Loss before tax was as follows: Years ended December 31, 2023 2022 United States $ ( 58,068 ) $ ( 235,215 ) Foreign ( 6,958 ) ( 56,643 ) Loss before tax $ ( 65,026 ) $ ( 291,858 ) 86 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) Significant components of income tax benefit consist of the following: Years ended December 31, 2023 2022 Current: Federal $ — $ — State 167 100 Foreign ( 382 ) 2,767 Total current expense ( 215 ) 2,867 Deferred: Federal 111 ( 8,689 ) State — ( 2,980 ) Foreign ( 109 ) 2,359 Total deferred expense (benefit) 2 ( 9,310 ) Total income tax benefit $ ( 213 ) $ ( 6,443 ) The reconciliation of income tax computed at the U.S. federal statutory tax rates of 21% to income tax benefit consists of the following: Years ended December 31, 2023 2022 Effective rate reconciliation U.S. federal tax benefit at statutory rate $ ( 13,656 ) $ ( 61,290 ) State income taxes, net 132 422 Permanent items 120 3,785 Goodwill impairment — 23,170 Foreign rate differential ( 3,988 ) ( 443 ) 162(m) officers compensation 17 1,010 Share-based compensation 680 26 Deferred adjustments 1,035 770 Other, net ( 1,320 ) 2,410 Valuation allowance 16,767 23,697 Total income tax benefit $ ( 213 ) $ ( 6,443 ) 87 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) Deferred income tax assets and liabilities consist of the following: December 31, 2023 2022 Deferred tax assets Lease liabilities $ 16,646 $ 17,079 Accrued expenses 2,022 1,453 Share-based compensation 177 865 Intangible assets 1,422 2,110 Net operating loss 38,729 31,425 Inventories 5,437 6,346 Interest expense 9,466 4,183 Other 1,543 1,130 Deferred tax assets 75,442 64,591 Valuation allowance ( 55,742 ) ( 39,293 ) Total deferred tax assets 19,700 25,298 Deferred tax liabilities Property, plant and equipment ( 8,618 ) ( 10,216 ) Operating lease right-of-use assets ( 14,063 ) ( 17,767 ) Other ( 37 ) — Total deferred tax liabilities ( 22,718 ) ( 27,983 ) Net deferred tax liability $ ( 3,018 ) $ ( 2,685 ) Other long-term assets - deferred tax assets $ 214 $ — Long-term deferred tax liabilities ( 3,232 ) ( 2,685 ) Net deferred tax liability $ ( 3,018 ) $ ( 2,685 ) As of December 31, 2023, the Company had federal and state net operating loss ("NOL") carryforwards of approximately $ 153,300 and $ 113,100 , respectively. The federal and state NOL carryforwards, if not utilized, will begin to expire in 2037 and 2027, respectively, and $ 140,000 of the federal losses are indefinite. As of December 31, 2022, the Company had federal and state NOL carryforwards of approximately $ 107,100 and $ 80,800 , respectively. Foreign NOL carryforwards were approximately $ 8,900 at December 31, 2023. The foreign NOLs, if not utilized, will begin to expire in 2040. The Company determined the amount of its valuation allowance based on estimates regarding the timing and amount of the reversal of taxable temporary differences, expected future taxable income by jurisdiction, and the impact of tax planning strategies. As of December 31, 2023, and 2022, the Company believes it is more-likely-than-not that it will not be able to realize its U.S. deferred tax assets and therefore has maintained a full valuation allowance against its U.S. deferred tax assets. The Company has also provided valuation allowances against certain foreign deferred tax assets. Carryforwards of NOLs are subject to possible limitation should a change in ownership occur, as defined by Internal Revenue Code Section 382. An ownership change is generally defined as a greater than 50% increase in equity ownership by 5% stockholders in any three-year period. The Company experienced an aggregate ownership change which exceeded the 50% threshold in connection with the Company's IPO, and future changes in stock ownership may occur. To the extent that the Company earns net taxable income, the Company's ability to use NOLs to offset such taxable income may be subject to limitations. The annual limitation resulting from the IPO ownership change is not expected to result in the expiration of the NOL carry forwards before utilization. 88 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) In 2023 and 2022, the Company did not record any liabilities related to uncertain tax positions. The Company does not have any tax positions for which it is reasonably possible that the total amount of gross unrecognized tax benefits will significantly change within 12 months of December 31, 2023. The Company recognizes interest and penalties relating to unrecognized tax benefits as part of its income tax expense. The Company’s major filing jurisdictions are the United States and Canada. Due to the Company’s net operating loss carryforwards, the Company’s income tax returns remain subject to examination by federal, foreign and most state taxing authorities for all tax years. 13. COMMITMENTS AND CONTINGENCIES Purchase commitments From time to time in the normal course of business, the Company will enter into agreements with suppliers which provide favorable pricing in return for a commitment to purchase minimum amounts of inventory over a defined time period. Contingencies In the normal course of business, certain claims have been brought against the Company and, where applicable, its suppliers. While there is inherent difficulty in predicting the outcome of such matters, management has vigorously contested the validity of these claims. Based on available information, management does not expect that the outcome of any matters, individually or in the aggregate, would have a material adverse effect on the consolidated financial position, results of operations, cash flows or future earnings of the Company. 14. FAIR VALUE MEASUREMENTS Recurring Contingent consideration, as described under the heading Business combinations in Note 2 – Basis of Presentation and Significant Accounting Policies , was measured at estimated fair value on a recurring basis and based on Level 3 fair value measurements. The fair value of the contingent consideration for the Heavy 16 and Aurora Innovations acquisitions was $ 200 and $ 16,834 , respectively, as of December 31, 2021. There was no change in the fair value of the contingent consideration for the Heavy 16 acquisition during fiscal year 2022, and it was paid in April 2022. The change in the fair value of contingent consideration for the Aurora Innovations acquisition was a benefit of $ 1,560 , during the six months ended June 30, 2022, and was recognized in SG&A on the consolidated statements of operations during that period. The value of the contingent consideration was $ 15,274 as of June 30, 2022, and was subsequently paid in July 2022. As of December 31, 2023, and 2022, the Company had no remaining unsettled contingent consideration relating to the Company's five acquisitions from 2021. Nonrecurring Nonrecurring fair value measurements include the Company’s goodwill impairment recognized during the year ended December 31, 2022, as determined based on unobservable Level 3 inputs. Refer to Note 3 – Goodwill and Intangible Assets, Net , for further discussion. The Company's note receivable, as described in Note 2 – Basis of Presentation and Significant Accounting Policies , was measured at fair value on a nonrecurring basis. During the year ended December 31, 2022, the Company measured an impairment on the note receivable based on the estimated fair value of the collateral, which was considered a Level 3 fair value measurement. The carrying value of the note receivable was $ 3,111 as of December 31, 2021. The Company recorded an impairment loss of $ 2,636 during the year ended December 31, 2022, recognized in Impairments on the consolidated statements of operations. The carrying value of the note receivable was $ 475 as of December 31, 2022, and was included in other assets on the consolidated balance sheet. 89 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts) Other Fair Value Measurements The following table summarizes the fair value of the Company’s assets and liabilities which are provided for disclosure purposes: December 31, 2023 December 31, 2022 Fair Value Hierarchy Level Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Assets Cash and cash equivalents Level 1 30,312 30,312 21,291 21,291 Liabilities Finance leases Level 3 9,688 9,688 1,904 1,904 Term Loan Level 2 122,500 98,000 123,750 105,188 Cash and cash equivalents included funds deposited in banks, and the fair values approximated carrying values due to their short-term maturities. The fair values of other current assets and liabilities including accounts receivable, accounts payable, accrued expenses and other current liabilities approximated their carrying value due to their short-term maturities. The estimated fair value of finance leases approximated their carrying value given the applicable interest rates and the nature of the security interest in the Company’s assets, which were considered Level 3 fair value measurements. Finance leases primarily relate to the Sale-Leaseback transaction that was entered into in the first quarter of 2023. The fair value of the Term Loan was estimated based on Level 2 fair value measurements and was based on bank quotes. The carrying amount of the Term Loan reported above excludes unamortized debt discount and deferred financing costs. Refer to Note 6 – Leases and Note 9 – Debt , for further discussion of the Company's finance leases and Term Loan, respectively. The Company did not have any transfers between Levels within the fair value hierarchy during the periods presented. 90 TABLE OF CONTENTS Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.