HYDROFARM HOLDINGS GROUP, INC. 10-Q

ITEM 1. FINANCIAL STATEMENTS Hydrofarm Holdings Group, Inc. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (In thousands, except share and per share amounts) June 30, December 31, 2021 2020 Assets Current assets: Cash and cash equivalents $ 193,590 $ 75,178 Restricted cash 1,777 1,777 Accounts receivable, net 33,637 21,626 Inventories 121,497 88,618 Notes receivable 306 3,151 Prepaid expenses and other current assets 10,335 9,567 Total current assets 361,142 199,917 Property and equipment, net 6,187 3,988 Operating lease right-of-use assets 28,994 18,289 Goodwill 147,032 — Intangible assets, net 107,312 52,421 Other assets 5,106 1,180 Total assets $ 655,773 $ 275,795 Liabilities, convertible preferred stock and stockholders’ equity Current liabilities: Accounts payable $ 33,781 $ 22,638 Accrued expenses and other current liabilities 28,401 21,615 Current portion of lease liabilities 5,305 3,701 Current portion of long-term debt 1,146 746 Total current liabilities 68,633 48,700 Long-term lease liabilities 24,342 15,320 Long-term debt 555 290 Other long-term liabilities 82 567 Total liabilities 93,612 64,877 Commitments and contingencies (Note 12) Convertible preferred stock ( $ 0.0001 par value; 50,000,000 shares authorized; 0 shares issued and outstanding at June 30, 2021 and December 31, 2020) — — Stockholders’ equity Common stock ($ 0.0001 par value; 300,000,000 shares authorized; 41,296,585 and 33,499,953 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively) 4 3 Additional paid-in capital 707,690 364,248 Accumulated other comprehensive income 1,202 599 Accumulated deficit ( 146,735 ) ( 153,932 ) Total stockholders’ equity 562,161 210,918 Total liabilities, convertible preferred stock and stockholders’ equity $ 655,773 $ 275,795 The accompanying notes are an integral part of the condensed consolidated financial statements. 1 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (In thousands, except share and per share amounts) Three months ended June 30, Six months ended June 30, 2021 2020 2021 2020 Net sales $ 133,800 $ 91,208 $ 245,189 $ 158,105 Cost of goods sold 104,210 73,333 192,376 128,666 Gross profit 29,590 17,875 52,813 29,439 Operating expenses: Selling, general and administrative 27,258 12,838 44,084 24,560 Impairment, restructuring and other 1 83 16 92 Income from operations 2,331 4,954 8,713 4,787 Interest expense ( 54 ) ( 2,506 ) ( 144 ) ( 5,309 ) Loss on debt extinguishment — — ( 680 ) — Other income, net 43 305 127 326 Income (loss) before tax 2,320 2,753 8,016 ( 196 ) Income tax expense ( 63 ) ( 186 ) ( 819 ) ( 330 ) Net income (loss) 2,257 2,567 7,197 ( 526 ) Cumulative dividends allocated to Series A Convertible Preferred Stock — ( 674 ) — ( 1,308 ) Net income (loss) attributable to common stockholders $ 2,257 $ 1,893 $ 7,197 $ ( 1,834 ) Net income (loss) per share attributable to common stockholders: Basic $ 0.06 $ 0.08 $ 0.20 $ ( 0.09 ) Diluted $ 0.05 $ 0.08 $ 0.18 $ ( 0.09 ) Weighted-average shares of common stock outstanding: Basic 37,862,417 20,688,439 35,792,374 20,688,439 Diluted 42,044,929 20,877,167 40,523,686 20,688,439 The accompanying notes are an integral part of the condensed consolidated financial statements. 2 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) (In thousands) Three months ended June 30, Six months ended June 30, 2021 2020 2021 2020 Net income (loss) 2,257 2,567 $ 7,197 $ ( 526 ) Other comprehensive income (loss): Foreign currency translation gain (loss) 380 648 603 ( 635 ) Total comprehensive income (loss) $ 2,637 $ 3,215 $ 7,800 $ ( 1,161 ) The accompanying notes are an integral part of the condensed consolidated financial statements. 3 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (UNAUDITED) (In thousands, except for share amounts) Convertible Preferred Stock Common Stock Additional Paid-In Capital Accumulated Other Comprehensive (Loss) Income Accumulated Deficit Total Stockholders’ Equity Shares Amount Shares Amount Balance, March 31, 2020 7,725,045 $ 26,228 20,688,439 $ 2 $ 155,579 $ ( 1,427 ) $ ( 149,752 ) $ 4,402 Stock-based compensation expense — — — — 131 — — 131 Series A Convertible Preferred Stock cumulative dividend — 674 — — ( 674 ) — — ( 674 ) Net income — — — — — — 2,567 2,567 Foreign currency translation gain — — — — — 648 — 648 Balance, June 30, 2020 7,725,045 $ 26,902 20,688,439 $ 2 $ 155,036 $ ( 779 ) $ ( 147,185 ) $ 7,074 Balance, March 31, 2021 — $ — 33,970,364 $ 3 $ 360,015 $ 822 $ ( 148,992 ) $ 211,848 Common stock issued upon exercise of options — — 69,675 — 587 — — 587 Issuance of common stock for vesting of restricted stock units — — 151,423 — — — — — Shares repurchased for withholding tax on restricted stock units — — ( 58,300 ) — ( 3,315 ) — — ( 3,315 ) Issuance of common stock under cashless warrant exercise — — 29,087 — — — — — Issuance of common stock under investor warrant exercise — — 1,351,530 — 22,787 — — 22,787 Issuance of common stock in connection with follow-on public offering, net of offering costs of $ 16,303 — — 5,526,861 1 309,781 — — 309,782 Issuance of common stock in connection with business combination — — 255,945 — 16,736 — — 16,736 Stock-based compensation expense — — — — 1,099 — — 1,099 Net income — — — — — — 2,257 2,257 Foreign currency translation gain — — — — — 380 — 380 Balance, June 30, 2021 — $ — 41,296,585 $ 4 $ 707,690 $ 1,202 $ ( 146,735 ) $ 562,161 The accompanying notes are an integral part of the condensed consolidated financial statements. 4 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (UNAUDITED) (In thousands, except for share amounts) Convertible Preferred Stock Common Stock Additional Paid-In Capital Accumulated Other Comprehensive (Loss) Income Accumulated Deficit Total Stockholders’ Equity Shares Amount Shares Amount Balance, January 1, 2020 7,007,429 $ 21,802 20,688,439 $ 2 $ 156,179 $ ( 144 ) $ ( 146,659 ) $ 9,378 Proceeds from issuance of Series A Convertible Preferred Stock, net of issuance costs of $ 169 717,616 2,342 — — — — — — Collection of receivable for issuance of Series A Convertible Preferred Stock — 1,450 — — — — — — Stock-based compensation expense — — — — 165 — — 165 Series A Convertible Preferred Stock cumulative dividend — 1,308 — — ( 1,308 ) — — ( 1,308 ) Net loss — — — — — — ( 526 ) ( 526 ) Foreign currency translation loss — — — — — ( 635 ) — ( 635 ) Balance, June 30, 2020 7,725,045 $ 26,902 20,688,439 $ 2 $ 155,036 $ ( 779 ) $ ( 147,185 ) $ 7,074 Balance, January 1, 2021 — $ — 33,499,953 $ 3 $ 364,248 $ 599 $ ( 153,932 ) $ 210,918 Common stock issued upon exercise of options — — 101,947 — 859 — — 859 Issuance of common stock for vesting of restricted stock units — — 365,747 — — — — — Shares repurchased for withholding tax on restricted stock units — — ( 146,660 ) — ( 8,821 ) — — ( 8,821 ) Issuance of common stock under cashless warrant exercise — — 341,262 — — — — — Issuance of common stock under investor warrant exercise — — 1,351,530 — 22,787 — — 22,787 Issuance of common stock in connection with follow-on public offering, net of offering costs of $ 16,303 — — 5,526,861 1 309,781 — — 309,782 Issuance of common stock in connection with business combination — — 255,945 — 16,736 — — 16,736 Stock-based compensation expense — — — — 2,100 — — 2,100 Net income — — — 7,197 7,197 Foreign currency translation gain — — — — — 603 — 603 Balance, June 30, 2021 — $ — 41,296,585 $ 4 $ 707,690 $ 1,202 $ ( 146,735 ) $ 562,161 The accompanying notes are an integral part of the condensed consolidated financial statements. 4 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (In thousands) Six months ended June 30, 2021 2020 Operating activities Net income (loss) $ 7,197 $ ( 526 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Depreciation and amortization 3,778 3,662 Stock-based compensation expense 2,100 165 Non-cash operating lease expense 2,071 1,751 Other 1,287 ( 20 ) Changes in assets and liabilities: Accounts receivable ( 5,055 ) ( 10,115 ) Inventories ( 27,293 ) ( 4,943 ) Prepaid expenses and other current assets ( 323 ) ( 2,263 ) Other assets ( 1,025 ) 34 Accounts payable 8,220 8,118 Accrued expenses and other current liabilities 10,403 4,730 Lease liabilities ( 1,851 ) ( 1,474 ) Other long-term liabilities ( 10 ) ( 515 ) Net cash used in operating activities ( 501 ) ( 1,396 ) Investing activities Business Combinations, net of cash, cash equivalents and restricted cash acquired ( 195,816 ) — Purchases of property and equipment ( 691 ) ( 308 ) Proceeds from notes receivable — 2,000 Other ( 100 ) 20 Net cash (used in) provided by investing activities ( 196,607 ) 1,712 Financing activities Proceeds from issuance of common stock upon follow-on public offering, net of offering costs 309,798 — Proceeds from exercises of investor warrants 20,295 — Payment of withholding tax related to restricted stock units ( 14,910 ) — Proceeds from issuance of Series A Convertible Preferred Stock, net of issuance costs — 3,792 Borrowings from PPP Loan — 3,274 Borrowings under revolving credit facilities 69,923 119,911 Repayments of revolving credit facilities ( 69,716 ) ( 126,314 ) Other 57 ( 320 ) Net cash provided by financing activities 315,447 343 Effect of exchange rate changes on cash, cash equivalents and restricted cash 73 ( 64 ) Net increase in cash, cash equivalents and restricted cash 118,412 595 Cash, cash equivalents and restricted cash at beginning of period 76,955 32,857 Cash, cash equivalents and restricted cash at end of period $ 195,367 $ 33,452 The accompanying notes are an integral part of the condensed consolidated financial statements. 5 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (dollars in thousands, except share and per share amounts) 1. DESCRIPTION OF THE BUSINESS Description of the business Hydrofarm Holdings Group, Inc. and its subsidiaries (collectively, the “Company”) was formed in May 2017 under the laws of the state of Delaware to acquire and continue the business of Hydrofarm, LLC established in 1977. The Company is a leading distributor and manufacturer of controlled environment agriculture (“CEA”, principally hydroponics) equipment and supplies, including a broad portfolio of proprietary branded products. Products offered include agricultural lighting devices, indoor climate control equipment, hydroponics and nutrients, and plant additives used to grow, farm and cultivate cannabis, flowers, fruits, plants, vegetables, grains and herbs in controlled environment settings that allow end users to control key farming variables including temperature, humidity, CO 2 , light intensity and color, nutrient concentration and pH. Follow-on public offering On May 3, 2021, the Company closed its follow-on public offering ("follow-on offering") under a registration statement effective April 28, 2021, in which it issued and sold 5,526,861 shares of its common stock, including the full exercise by the underwriters of its option to purchase 720,894 additional shares of common stock. The public offering price was $ 59.00 per share. The Company received net proceeds of approximately $ 309.8 million from the follow-on offering after deducting underwriting discounts and commissions and offering expenses. Initial public offering On December 14, 2020, the Company closed its initial public offering (“IPO”) under a registration statement effective December 9, 2020, in which it issued and sold 9,966,667 shares of its common stock, including the full exercise by the underwriters of its option to purchase 1,300,000 additional shares of common stock. The public offering price was $ 20.00 per share. The Company received net proceeds of approximately $ 182.3 million from the IPO after deducting underwriting discounts and commissions and offering expenses. 2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the requirements of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These condensed consolidated financial statements have been prepared on the same basis as the Company's annual consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2021, or for any other interim period or for any other future year. All intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated balance sheet as of December 31, 2020 has been derived from the audited consolidated financial statements of the Company, which is included in the Company's Annual Report on Form 10-K ("2020 Annual Report"). These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the 2020 Annual Report. 6 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (dollars in thousands, except share and per share amounts) Use of estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Significant estimates include provisions for sales returns, rebates and claims from customers, realization of accounts receivable and inventories, fair value of assets acquired and liabilities assumed for business combinations, valuation of intangible assets and goodwill, incremental borrowing rate applied in lease accounting, valuation of stock, valuation of stock-based compensation, recognition of deferred income taxes, recognition of liabilities related to commitments and contingencies and valuation allowances. Actual results may differ from these estimates. On an ongoing basis, the Company reviews its estimates to ensure that these estimates appropriately reflect changes in its business or new information available. Business Combinations Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition date fair values of the assets transferred, liabilities incurred to the former owners of the acquiree and the equity interests issued in exchange for control of the acquiree. Acquisition related costs are recognized in net income (loss) as incurred. When the consideration transferred in a business combination includes assets or liabilities resulting from a contingent consideration arrangement, the contingent consideration is measured at its acquisition date fair value and included as part of the consideration transferred in a business combination. Contingent consideration is established for business acquisitions where the Company has the obligation to transfer additional assets or equity interests to the former owners if specified future events occur or conditions are met. Contingent consideration is classified as a liability when the obligation requires settlement in cash or other assets and is classified as equity when the obligation requires settlement in the Company's own equity instruments. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with a corresponding adjustment to goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the measurement period (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date. All other subsequent changes in the fair value of contingent consideration classified as an asset or liability are included in net income (loss) in the period. Changes in the fair value of contingent consideration classified as equity are not recognized. For a given acquisition, the Company may identify certain pre-acquisition contingencies as of the acquisition date and may extend its review and evaluation of these pre-acquisition contingencies throughout the measurement period in order to obtain sufficient information to assess these contingencies as part of acquisition accounting, as applicable. Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non‑controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquire (if any) over the net of the acquisition‑date fair value amounts of the identifiable assets acquired and the liabilities assumed. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period, or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that time. Upon conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to net income (loss). 7 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (dollars in thousands, except share and per share amounts) Segment and entity-wide information Segment information The Company's chief operating decision maker ("CODM") is the chief executive officer ("CEO") who reviews financial information for the purposes of making operating decisions, assessing financial performance and allocating resources. The business is organized as two operating segments, the U.S. and Canada, which meet the criteria for aggregation, and the Company has elected to present them as one reportable segment, which is the distribution and manufacture of CEA equipment and supplies. Aggregation is based on similarities which include the nature of its products, production or acquisition of inventory, customer base, fulfillment and distribution and economic characteristics. Since the Company operates as one reportable segment, all required segment financial information is found in the condensed consolidated financial statements and footnotes with entity-wide disclosures presented below. Entity-wide information Sales to external customers and property and equipment, net in the United States and Canada, determined by the location of the subsidiaries, were as follows: Three months ended June 30, Six months ended June 30, 2021 2020 2021 2020 United States $ 111,356 $ 75,787 $ 202,028 $ 129,291 Canada 23,832 16,283 46,096 30,385 Intersegment eliminations ( 1,388 ) ( 862 ) ( 2,935 ) ( 1,571 ) Total consolidated net sales $ 133,800 $ 91,208 $ 245,189 $ 158,105 June 30, 2021 December 31, 2020 United States $ 5,539 $ 3,272 Canada 648 716 Total property and equipment, net $ 6,187 $ 3,988 All of the products sold by the Company are similar and classified as CEA equipment and supplies. The Company’s underlying accounting records currently do not support presentation of disaggregated net sales and any attempt to report them would be impracticable. Cash, cash equivalents and restricted cash The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the consolidated statements of cash flows. June 30, 2021 December 31, 2020 Cash and cash equivalents $ 193,590 $ 75,178 Restricted cash 1,777 1,777 Cash and cash equivalents, and restricted cash $ 195,367 $ 76,955 Cash and cash equivalents and restricted cash as of June 30, 2020 were $ 31,827 and $ 1,625 , respectively, for total cash, cash equivalents and restricted cash as of June 30, 2020 of $ 33,452 . 8 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (dollars in thousands, except share and per share amounts) Revenue recognition The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”) which requires that revenue recognized from contracts with customers be disaggregated into categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The Company has determined that revenue is generated from one category, which is the distribution and manufacture of controlled environment agriculture equipment and supplies. Inventory is maintained in regional distribution centers. Payment terms are primarily at the point of sale or due within thirty days. The amount billed to customers for shipping and handling costs included in net sales was $ 1,683 and $ 2,928 during the three and six months ended June 30, 2021, respectively, and $ 1,588 and $ 2,344 during the three and six months ended June 30, 2020, respectively. Shipping and handling costs that occur before the customer obtains control of the goods are deemed to be fulfillment activities and are accounted for as fulfillment costs included in cost of goods sold under the practical expedient provisions of ASC 606. Deferred revenues are not material. The Company does not receive noncash consideration for the sale of goods. There are no significant financing components. Excluded from revenue are any taxes assessed by governmental authorities, including value-added and other sales-related taxes that are imposed on and concurrent with revenue-generating activities under the practical expedient provisions. Income taxes—interim tax provision The income tax provision is calculated for an interim period by distinguishing between elements recognized in the income tax provision through applying an estimated annual effective tax rate (the “ETR”) to a measure of year-to-date operating results referred to as “ordinary income (or loss),” and discretely recognizing specific events referred to as “discrete items” as they occur. The income tax provision or benefit for each interim period is the difference between the year-to-date amount for the current period and the year-to-date amount for the prior period. Under FASB ASC 740-270-30-36, entities subject to income taxes in multiple jurisdictions should apply one overall ETR instead of separate ETRs for each jurisdiction when calculating the interim-period income tax or benefit related to consolidated ordinary income (or loss) for the year-to-date interim period, except in certain circumstances. The Company’s effective tax rates for the six months ended June 30, 2021 and 2020 differ from the federal statutory rate of 21% principally as a result of reducing valuation allowances on the Company's deferred tax assets related to net operating loss carryforward. Fair value Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company has applied the framework for measuring fair value which requires a fair value hierarchy to be applied to all fair value measurements. All financial instruments recognized at fair value are classified into one of three levels in the fair value hierarchy as follows: Level 1 — Valuation based on quoted prices (unadjusted) observed in active markets for identical assets or liabilities. Level 2 — Valuation techniques based on inputs that are quoted prices of similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not in active markets; inputs other than quoted prices used in a valuation model that are observable for that instrument; and inputs that are derived from or, corroborated by, observable market data by correlation or other means. Level 3 — Valuation techniques with significant unobservable market inputs. The carrying values of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued and other current liabilities approximate their fair value due to their short-term maturities using level 2 inputs. The fair value of contingent consideration is classified within level 3 of the fair value hierarchy (See discussion of contingent consideration in Note 3, Business Combinations ). 9 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (dollars in thousands, except share and per share amounts) Recently issued accounting pronouncements Adopted in 2021 In October 2020, the FASB issued Accounting Standards Update ("ASU") No. 2020-10, Codification Improvements . The amendments improve the codification by having all disclosure-related guidance available in the disclosure sections of the codification. Prior to this ASU, various disclosure requirements or options to present information on the face of the financial statements or as a note to the financial statements were not included in the appropriate disclosure sections of the codification. The codification improvements also contain various other minor amendments to the codification that are not expected to have a significant effect on current accounting practice. The amendments are effective for annual periods beginning after December 15, 2020 and early adoption is permitted. The Company early adopted the standard effective January 1, 2021 with no impact on the condensed consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity . This ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. This ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. The amendments are effective for fiscal years beginning after December 15, 2021, and early adoption is permitted. The Company early adopted the standard effective January 1, 2021 with no impact on the condensed consolidated financial statements. Accounting standards not yet effective In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326) , with additional amendments issued subsequently. Topic 326 changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which will generally result in earlier recognition of allowances for losses. Topic 326 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact the adoption of Topic 326 will have on its condensed consolidated financial statements. 3. BUSINESS COMBINATIONS Heavy 16 Acquisition On May 3, 2021, the Company acquired 100 % of the issued and outstanding membership interests of Field 16, LLC ("Heavy 16"), a leading manufacturer and supplier of branded plant nutritional products. As a result of the acquisition, the Company is broadening its proprietary branded offering into the plant nutrients category complementing other product offerings. The acquisition fair value of the consideration transferred for Heavy 16 was $ 77,855 , consisting of $ 60,775 in cash, $ 16,736 of the Company's common stock and $ 344 contingent consideration. The fair value of the common stock issued was determined based on the closing market price of the Company's common stock on the acquisition date. The financial results of Heavy 16 are included in the U.S. operating segment since the acquisition date. Pursuant to the purchase agreement, the Company may pay up to an additional $ 2,500 of contingent consideration based on $ 200 for each $ 1,000 above a $ 21,000 threshold for net sales in calendar year 2021. As a result, the Company recorded a liability for contingent consideration at its estimated fair value of $ 344 as of the acquisition date in the condensed consolidated balance sheets. The continent consideration was estimated using a Black-Scholes valuation model, which utilized Level 3 inputs as defined in ASC 820 - Fair Value Measurements, including estimated financial forecasts . The key assumptions in applying the valuation model were as follows: a 10 % required revenue metric risk premium and 0.33 % discount periods . The contingent consideration was divided into thirteen standalone option calculations and utilized the same expected value of revenue which was calculated by discounting forecasted sales, by the revenue return metric, and adding year-to-date net sales. The contingent consideration is remeasured to fair value at each reporting date until the contingency is resolved with changes in fair value being recognized within selling, general and administrative expense in the condensed consolidated statements of operations. As of June 30, 2021, the related contingent consideration was $ 604 . 10 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (dollars in thousands, except share and per share amounts) The following table sets forth the components and the preliminary allocation of the purchase price for the Company's acquisition of Heavy 16: Components of Purchase Price: Amount Cash $ 60,775 Common stock 16,736 Contingent consideration 344 Total purchase price $ 77,855 Acquisition-related costs $ 2,865 Allocation of Purchase Price: Identifiable assets (liabilities) Accounts receivable, net $ 510 Inventories 1,451 Prepaid expenses and other current assets 34 Property and equipment, net 1,078 Operating lease right-of-use assets 1,088 Other assets 25 Accounts payable ( 1,055 ) Accrued expenses and other current liabilities ( 226 ) Current portion of lease liabilities ( 274 ) Long-term lease liabilities ( 868 ) Net identifiable assets 1,763 Identifiable intangible assets Backlog 200 Customer relationships 5,100 Trademarks and trade names 18,500 Technology and formulations & recipes 33,600 Total identifiable intangible assets 57,400 Goodwill 18,692 Total purchase price allocation $ 77,855 Goodwill arose on the acquisition of Heavy 16 because the consideration paid for the combination effectively included amounts in relation to the benefit of expected synergies, revenue growth, future market development and the assembled workforce. These benefits are not recognized separately from goodwill and they do not meet the recognition criteria for identifiable intangible assets. The amount of goodwill is fully deductible for tax purposes. The customer relationships and technology and formulation & recipes were assigned estimated useful lives of 18 years. The trademarks and trade names are considered to have indefinite useful lives and will be tested for impairment annually and more frequently if events or changes in circumstances indicate that it is more likely than not that assets are impaired. Amounts recognized as of the acquisition date are provisional and subject to change within the measurement period as the Company's fair value assessments are finalized. 11 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (dollars in thousands, except share and per share amounts) House & Garden Acquisition On June 1, 2021, the Company acquired 100 % of the issued and outstanding shares of capital stock of House & Garden, Inc. (“HG”), Humboldt Wholesale, Inc. (“HW”), Allied Imports & Logistics, Inc. (“Allied”), South Coast Horticultural Supply, Inc. (“SC” and, together with HG, HW and Allied, the “H&G Entities”), a manufacturer and distributor of premium grade plant nutrients and fertilizers to domestic and various international markets. As a result of the acquisition, the Company is further broadening its proprietary branded offering into the plant nutrients category complementing other product offerings. The acquisition date fair value of the consideration transferred for the H&G Entities was $ 135,041 in cash. T he financial results of the H&G Entities are included in the U.S. operating segment since the acquisition date. The following table sets forth the components and the preliminary allocation of the purchase price for the Company's acquisition of the H&G Entities: Component of Purchase Price: Amount Cash $ 135,041 Total purchase price $ 135,041 Acquisition-related costs $ 4,509 Allocation of Purchase Price: Identifiable assets (liabilities) Accounts receivable, net $ 3,308 Inventories 4,153 Prepaid expenses and other current assets 493 Property and equipment, net 358 Operating lease right-of-use assets 1,921 Other assets 217 Accounts payable ( 1,320 ) Accrued expenses and other current liabilities ( 481 ) Current portion of lease liabilities ( 447 ) Long-term lease liabilities ( 1,501 ) Net identifiable assets 6,701 Goodwill 128,340 Total purchase price allocation $ 135,041 The Company is in the process of obtaining third-party valuations of certain intangible assets; thus, the provisional measurement of goodwill is subject to change. The amount of goodwill is not deductible for tax purposes. 12 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (dollars in thousands, except share and per share amounts) Supplemental Disclosure Of Financial Results The following represents the condensed consolidated statements of operations as if the acquisitions had been included in the consolidated results of the Company for the entire periods presented below. Management considers these estimates to represent an approximate measure of the performance of the combined Company. Three months ended June 30, Six months ended June 30, 2021 2020 2021 2020 Net sales $ 144,982 $ 105,667 $ 274,071 $ 184,411 Net income $ 14,793 $ 8,033 $ 28,775 $ ( 1,181 ) These amounts have been calculated after applying the Company's accounting policies and adjusting the results of the acquisitions to reflect the additional amortization of intangibles and the purchase price adjustments as if they had been applied on January 1, 2020. The supplemental net income for the three and six months ended June 30, 2021 were adjusted to exclude the acquisition-related costs incurred in connection with the acquisitions. Accordingly, the 2020 supplemental net income was adjusted to include these charges. For the tax effects of the net income adjustments, the Company factored in its net operating loss carryforwards. Since the acquisition date, the estimated net sales and net income of these acquisitions for the three and six months ended June 30, 2021 are $ 9 million and $ 4 million, respectively. The Company is in the process of vertically integrating the operations of these acquisitions into Hydrofarm, LLC and its existing functions (e.g., sales, supply chain, marketing, etc.). Accordingly, the net sales and net income of these acquisitions represent an approximation. Aurora Acquisition On July 1, 2021, the Company completed the acquisition of 100 % of the issued and outstanding membership interests of Gotham Properties LLC (“Gotham Properties”), Aurora Innovations Inc. (“Aurora Innovations”), Aurora International, Inc.(“Aurora International” and, together with Gotham Properties and Aurora Innovations, “Aurora”), a manufacturer of plant fertility product lines free from harmful chemical residues and pesticides. The total purchase price was up to $ 161 million, consisting of $ 135 million in cash and $ 26 million of the Company's common stock, subject to customary adjustments at closing for cash, working capital, transaction expenses and indebtedness of Aurora. The purchase price excludes a potential earn out payment estimated at approximately $ 21 million based on achievement of certain performance metrics. Greenstar/Grotek Acquisition On August 3, 2021, the Company closed the acquisition of 100 % of the issued and outstanding shares of Greenstar Plant Products Inc., (“Greenstar”), a manufacturer of premium horticultural products and solutions for global, domestic and commercial use since 1998. The Company paid a purchase price of approximately $ 83 million in cash subject to customary adjustments at closing for cash, working capital, transaction expenses and indebtedness of Greenstar. 13 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (dollars in thousands, except share and per share amounts) 4. GOODWILL AND INTANGIBLE ASSETS, NET As of June 30, 2021, the Company completed the acquisitions of all of the assets of Heavy 16 and the H&G Entities. The acquisitions were accounted for as a business combination, resulting in recognition of $ 147,032 in goodwill and $ 57,400 in intangible assets (See Note 3 - Business Combinations). Goodwill The changes in goodwill are as follows: June 30, 2021 December 31, 2020 Balance, beginning of period $ — $ — Acquisitions (Note 3) 147,032 — Balance, end of period $ 147,032 $ — 14 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (dollars in thousands, except share and per share amounts) Intangible Assets, net Intangible assets, net comprised the following: June 30, 2021 December 31, 2020 Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value Finite-lived intangible assets: Computer software $ 8,204 $ ( 6,370 ) $ 1,834 $ 7,775 $ ( 5,640 ) $ 2,135 Customer relationship (1) 64,476 ( 13,708 ) 50,768 59,375 ( 12,010 ) 47,365 Technology and formulations & recipes (1) 33,600 ( 311 ) 33,289 — — — Other (1) 1,387 ( 1,387 ) — 1,156 ( 1,156 ) — Total finite-lived intangible assets, net 107,667 ( 21,776 ) 85,891 68,306 ( 18,806 ) 49,500 Indefinite-lived intangible asset: Trade names (1) 21,301 — 21,301 2,801 — 2,801 Other 120 — 120 120 — 120 Total Intangible assets, net $ 129,088 $ ( 21,776 ) $ 107,312 $ 71,227 $ ( 18,806 ) $ 52,421 ( 1 ) Includes intangible assets acquired from Heavy 16 (See Note 3 - Business Combinations) Amortization expense was $ 1,766 and $ 1,349 for the three months ended June 30, 2021 and 2020, respectively. Amortization expense was $ 2,972 and $ 2,724 for the six months ended June 30, 2021 and 2020, respectively. For intangible assets subject to amortization, the weighted-average amortization period as of June 30, 2021 for computer software, customer relationships, and technology and formulations & recipes, was 5.0 years, 18.0 years, and 18.0 years, respectively. The estimated aggregate future amortization expense for intangible assets subject to amortization as June 30, 2021 is summarized below: Estimated Future Amortization Expense For the period of July 1, 2021 to December 31, 2021 $ 3,580 Year ending December 31, 2022 6,127 2023 5,567 2024 5,530 2025 5,520 Thereafter 59,567 Total $ 85,891 15 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (dollars in thousands, except share and per share amounts) 5. NET INCOME (LOSS) PER COMMON SHARE (“EPS”) Basic EPS is computed using net income (loss) attributable to common stockholders divided by the weighted-average number of common shares outstanding during each period, excluding unvested restricted stock units (“RSUs”). Diluted EPS represents net income (loss) attributable to common stockholders divided by the weighted-average number of common shares outstanding during the period, including common stock equivalents. Common stock equivalents consist of shares subject to warrants and share-based awards with exercise prices less than the average market price of the Company’s common stock for the period, to the extent their inclusion would be dilutive. Regarding RSUs subject to a market condition, before the end of the contingency period, the number of contingently issuable shares (i.e., RSUs) to be included in diluted EPS would be based on the number of common shares issuable under the terms of the arrangement if the end of the reporting period was the end of the contingency period, assuming the result would be dilutive. Those contingently issuable shares would be included in the denominator of diluted EPS as of the beginning of the period, or as of the grant date of the share-based payment, if later. Net income (loss) per share attributable to common stockholders The following table presents information necessary to calculate basic and diluted EPS for the three and six months ended June 30, 2021 and 2020: Three months ended June 30, Six months ended June 30, 2021 2020 2021 2020 Net income (loss) $ 2,257 $ 2,567 $ 7,197 $ ( 526 ) Cumulative dividends allocated to Series A Convertible Preferred Stock — ( 674 ) — ( 1,308 ) Net income (loss) available for distribution 2,257 1,893 7,197 ( 1,834 ) Less: Undistributed earnings allocable to participating securities — ( 189 ) — — Basic and diluted net income (loss) attributable to common stockholders $ 2,257 $ 1,704 $ 7,197 $ ( 1,834 ) Less: Effect on net income (loss) of dilutive securities using the “if converted” method — — — — Diluted net income (loss) attributable to common stockholders after adjustment for assumed conversions $ 2,257 $ 1,704 $ 7,197 $ ( 1,834 ) Weighted-average shares of common stock outstanding for basic net income (loss) per share attributable to common stockholders 37,862,417 20,688,439 35,792,374 20,688,439 Dilutive effect of warrants using the treasury stock method 2,030,346 5,428 2,435,405 — Dilutive effect of restricted stock units using the treasury stock method 1,441,790 183,300 1,550,076 — Dilutive effect of stock options using the treasury stock method 710,376 — 745,831 — Weighted-average shares of common stock outstanding for diluted net income (loss) per share attributable to common stockholders 42,044,929 20,877,167 40,523,686 20,688,439 Basic net income (loss) per share attributable to common stockholders $ 0.06 $ 0.08 $ 0.20 $ ( 0.09 ) Diluted net income (loss) per share attributable to common stockholders $ 0.05 $ 0.08 $ 0.18 $ ( 0.09 ) Basic and diluted net income (loss) per share attributable to common stockholders is computed using the two-class method as the convertible preferred stock is determined to be a participating security and the application of the if-converted method is not more dilutive. The computation of the weighted-average shares of common stock outstanding for diluted EPS includes the 16 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (dollars in thousands, except share and per share amounts) following potential common shares attributable to common stockholders using the treasury stock method for the weighted-average period during which the units were outstanding: Three months ended June 30, Six months ended June 30, 2021 2020 2021 2020 Shares subject to warrants outstanding 2,822,764 344,678 3,261,951 — Shares subject to unvested restricted stock units subject to time-based and/or market-based conditions vesting 1,554,156 309,348 1,659,654 — Shares subject to stock options outstanding 857,528 — 884,774 — The computation of the weighted-average shares of common stock outstanding for diluted EPS excludes the following potential common shares as their inclusion would have an anti-dilutive effect on diluted EPS attributable to common stockholders: Three months ended June 30, Six months ended June 30, 2021 2020 2021 2020 Shares subject to warrants outstanding — 3,541,475 — 3,886,191 Shares subject to unvested restricted stock units with performance conditions — 1,820,598 — 1,820,598 Shares subject to unvested restricted stock units subject only to time-based vesting 22,979 — 11,553 91,650 Shares subject to stock options outstanding — 797,413 4,651 791,871 Shares of common stock subject to conversion of 7,725,045 shares Series A Convertible Preferred Stock — 2,291,469 — 2,291,469 Shares of common stock subject to share settlement of cumulative dividend on Series A Convertible Preferred Stock — 57,119 — 55,426 6. ACCOUNTS RECEIVABLE, NET AND INVENTORIES Accounts receivable, net comprised the following: June 30, 2021 December 31, 2020 Trade accounts receivable $ 30,173 $ 20,252 Allowance for doubtful accounts ( 542 ) ( 918 ) Other receivables 4,006 2,292 Total accounts receivable, net $ 33,637 $ 21,626 Inventories comprised the following: June 30, 2021 December 31, 2020 Finished goods $ 113,786 $ 83,213 Work-in-process 152 — Raw materials 9,999 7,837 Allowance for inventory obsolescence ( 2,440 ) ( 2,432 ) Total inventories $ 121,497 $ 88,618 17 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (dollars in thousands, except share and per share amounts) The December 31, 2020 amounts for raw materials were reclassified from finished goods to separate line items to conform to the current year presentation. 18 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (dollars in thousands, except share and per share amounts) 7. OPERATING LEASES The Company leases its distribution centers from third parties under various non-cancelable lease agreements expiring at various dates through 2030. Certain lease agreements contain renewal options. The Company recognizes operating lease costs over the respective lease periods, including short-term and month-to-month leases. During the three and six months ended June 30, 2021, the Company incurred operating lease costs of $ 1,678 and $ 3,172 , respectively, and during the three and six months ended June 30, 2020, the Company incurred operating lease costs of $ 1,410 and $ 2,828 , respectively. These costs are included primarily within selling, general and administrative expense in the condensed consolidated statements of operations. Supplemental balance sheet information related to the Company’s operating leases are as follows: June 30, 2021 December 31, 2020 Assets Operating lease right-of-use assets $ 28,994 $ 18,289 Total leased assets $ 28,994 $ 18,289 Liabilities Current portion of lease liabilities $ 5,305 $ 3,701 Long-term lease liabilities 24,342 15,320 Total lease liabilities $ 29,647 $ 19,021 As of June 30, 2021, future minimum lease payments under non-cancelable operating leases are as follows: Operating For the period of July 1, 2021 to December 31, 2021 $ 3,099 Year ending December 31, 2022 6,306 2023 4,761 2024 4,308 2025 4,051 2026 3,226 Thereafter 7,924 Total rental payments 33,675 Less portion representing interest ( 4,028 ) Total principal 29,647 Less current portion ( 5,305 ) Long-term portion $ 24,342 In July 2021, the Company executed a lease for approximately 246,000 square feet of warehouse space in Surrey, British Columbia, Canada to be available upon expiration of the lease for existing space. The new lease commencing January 1, 2023 has a term of 120 months with two options to renew for an additional five years each at the greater of an amount equal to the annual rent payable for the last twelve months of the initial term or the then fair market value. There is no rent abatement. Monthly rent fee starts at approximate $ 235 , and increases periodically to the final year when the monthly rent is $ 300 . In July 2021, the Company executed a lease of approximately 6,000 square feet for an office in Petaluma, CA. The new lease commencing August 1, 2021 has a term of 25 months with an option to renew for another two years at the then fair market value. Rent is abated for the first month. Thereafter, monthly rent is approximately $ 8 until the final year. 19 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (dollars in thousands, except share and per share amounts) In April 2021, the Company executed a lease for approximately 175,000 square feet of warehouse space in Fairfield, CA for a distribution center that the Company will relocate to from its Petaluma, California distribution facility. The new lease commencing August 15, 2021 has a term of 126 months with an option to renew at the then fair market value for another ten years . Rent is abated for the first six months . Thereafter, monthly rent is approximately $ 77 , and increases periodically to the final year when the monthly rent is $ 134 . The future minimum lease payments for executed non-cancelable operating leases not yet commenced are as follows: Operating For the period of July 1, 2021 to December 31, 2021 $ 1,100 Year ending December 31, 2022 975 2023 3,907 2024 3,707 2025 4,060 2026 4,431 Thereafter 27,840 Total rental payments $ 46,020 In July 2021, the Company executed a sublease agreement for its Santa Fe Springs, CA location. The sublease commences August 1, 2021 and terminates June 30, 2023 in alignment with the master lease. Sublease income for 2021, 2022 and 2023 are $ 378 , $ 917 and $ 467 , respectively. 8. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities comprised the following: June 30, 2021 December 31, 2020 Acquisition post-close related payable $ 4,805 $ — Accrued compensation and benefits 4,547 9,902 Freight, custom and duty accrual 2,595 2,603 Goods in transit accrual 3,275 3,845 Audit, tax and legal accrual 3,139 237 Corporate tax accrual 1,297 585 Obligations due under a distribution agreement 1,000 590 Other accrued liabilities 7,743 3,853 Total accrued expenses and other current liabilities $ 28,401 $ 21,615 The December 31, 2020 amounts for audit, tax and legal accrual and corporate tax accrual were reclassified from other accrued liabilities to separate line items to conform to the current year presentation. 20 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (dollars in thousands, except share and per share amounts) 9. DEBT Term Loan with Brightwood In May 2017, a term loan in the aggregate principal amount of $ 75,000 (the “Term Loan”) was obtained by Hydrofarm Holdings LLC and certain of its direct and indirect subsidiaries (the “Term Loan Obligors”) from Brightwood Loan Services LLC. The Term Loan was to mature on May 12, 2022 and was secured by substantially all non-working capital assets and a second lien on working capital assets of the Term Loan Obligors. For the three months ended June 30, 2020, the effective interest rate was 10.00 % and interest expense was $ 1,552 . For the six months ended June 30, 2020, the effective interest rate was 10.52 % and interest expense was $ 3,760 . The Term Loan was repaid in December 2020. Revolving asset-backed credit facilities On July 11, 2019, Hydrofarm Holdings LLC and certain of its direct and indirect subsidiaries (the “Encina Obligors”) entered into the Encina Credit Facility through a certain Loan and Security Agreement whereby the Encina Obligors obtained a revolving asset-based loan commitment in the maximum amount of $ 45,000 (inclusive of a limit of up to $ 15,000 of borrowings for the Canadian borrowers and a swingline facility of up to $ 2,000 ), subject to applicable borrowing base availability, through Encina Business Credit, LLC. The Encina Credit Facility was due on the earlier of July 11, 2022 or 90 days prior to the scheduled maturity date of the Term Loan. The Encina Credit Facility was secured by working capital assets and a second lien on non-working capital assets. For the three months ended June 30, 2020, the effective interest rate was 9.60 % and interest expense was $ 509 . For the six months ended June 30, 2020, the effective interest rate was 9.39 % and interest expense was $ 1,032 . The Encina Credit Facility was repaid in December 2020 and replaced in March 2021. The unamortized deferred financing costs and early termination fees totaling $ 680 were recognized as a loss on debt extinguishment in the condensed consolidated statements of operations for the six months ended June 30, 2021. On March 29, 2021, Hydrofarm Holdings Group, Inc. and certain of its direct and indirect subsidiaries (the "JPMorgan Obligors") entered into a Senior Secured Revolving Credit Facility (the "JPMorgan Credit Facility") with JPMorgan Chase Bank, N.A., as administrative agent, issuing bank and swingline lender, and the lenders from time to time party thereto. The JPMorgan Credit Facility replaced the Encina Credit Facility. The JPMorgan Credit Facility is due on the earlier of March 29, 2024 or any earlier date on which the revolving commitments are reduced to zero. The three-year JPMorgan Credit Facility has a borrowing limit of $ 50,000 with an option to request an increase in the revolving commitment by up to $ 25,000 , drawn in $ 5,000 increments, for a total not to exceed $ 75,000 , subject to customary condition ("Revolver"). The Revolver maintains an interest rate of LIBOR plus 1.95 % and has a 0.0 % LIBOR floor. A fee of 0.25 % per annum is charged for available but unused borrowings as defined. The JPMorgan Obligors had approximately $ 50,000 available to borrow under the JPMorgan Credit Facility as of June 30, 2021. The JPMorgan Credit Facility maintains certain reporting requirements, affirmative covenants, negative covenants and financial covenants ("debt covenants"). The financial covenants include that the Company must maintain a minimum fixed charge coverage ratio of 1.1 x on a rolling twelve-month basis. The JPMorgan Obligors were in compliance with all debt covenants as of June 30, 2021. The JPMorgan Credit Facility is secured by the Company’s assets and the assets of certain of the Company’s subsidiaries obligated under the JPMorgan Credit Facility. 21 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (dollars in thousands, except share and per share amounts) 10. CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY Capital stock As of June 30, 2021, the following summarizes shares authorized, issued and outstanding: Capital stock authorized and outstanding: Shares authorized Shares outstanding Convertible preferred stock 50,000,000 — Common stock 300,000,000 41,296,585 As of June 30, 2021, the following summarizes shares of common stock reserved for issuance: Common stock reserved for issuance: Shares reserved for issuance Warrants 2,129,441 2020 Employee, Director, and Consultant Equity Incentive Plan 2,140,960 Restricted stock units 1,540,871 Stock options 823,540 Convertible preferred stock classified outside of permanent equity In December 2019, the Company issued 7,007,429 shares of Series A Convertible Preferred Stock (the "Series A preferred stock") with a par value of $ 24,526 in return for cash of $ 15,439 , conversion of debt with a basis of $ 7,637 , and $ 1,450 in receivables that were settled in January 2020, less offering costs totaled $ 1,274 . In January and February 2020, an additional 717,616 shares of Series A preferred stock were issued primarily to existing investors for $ 2,511 , less offering costs of $ 169 , for net cash proceeds of $ 2,342 . The Series A preferred stock purchase agreement provided for mandatory conversion upon a qualified IPO based on a formula. Under this formula, all outstanding shares of Series A preferred stock converted into 2,291,469 shares of common stock concurrent with the IPO in December 2020 and the cumulative dividend of $ 2,597 was settled in cash at the option of the Company rather than in shares of common stock. Common stock Each holder of common stock is entitled to one vote for each share of common stock. Common stockholders have no pre-emptive rights to acquire additional share of common stock or other securities. The common stock is not subject to redemption rights and carries no subscription or conversion rights. In the event of liquidation, the stockholders are entitled to share in corporate assets on a pro rata basis after the Company satisfies all liabilities and after provision is made for any class of capital stock having preference over the common stock. Subject to corporate regulations and preferences to preferred stock, if any, dividends are at the discretion of the Company’s board of directors (the ‘‘Board’’). Warrants Redemption of investor warrants On July 19, 2021, the Company completed the redemption ("Redemption") of certain of its outstanding warrants (the "Investor Warrants") that were issued in connection with a private placement of units (the "private placement"), each consisting of a share of common stock and a warrant to purchase an additional one-half (1/2) shares of common stock, which concluded in the fall of 2018. 22 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (dollars in thousands, except share and per share amounts) The Company was entitled to redeem all of the outstanding Investor Warrants for a redemption price of $ 0.00033712 per Investor Warrant ("redemption price") if (i) there was an effective registration statement covering the resale of the shares of common stock underlying the Investor Warrants, and (ii) the volume-weighted average price of the Company's common stock for the twenty consecutive trading days prior to the date of the notice of redemption is at least $ 25.28 , of which both requirements were met. Investor Warrants were exercisable at a price of $ 16.86 per share until July 19, 2021 (the "redemption date"). Any Investor Warrants that remained unexercised immediately after the redemption date were void and no longer exercisable, and the holders of those Investor Warrants were entitled to receive the redemption price. Prior to the redemption date, 3,367,647 Investor Warrants were exercised, generating total gross proceeds of $ 56,779 , of which $ 36,484 was received subsequent to June 30, 2021. The Company redeemed 1,491 Investor Warrants at the redemption price. In connection with the private placement, the Company agreed to engage the placement agent (the "Placement Agent") as the Company's warrant solicitation agent in the event the Investor Warrants were called for Redemption. The Company agreed to pay a warrant solicitation fee to the Placement Agent equal to five percent of the amount of net cash proceeds solicited by the Placement Agent upon the exercise of certain Investor Warrants following such call for Redemption. For the three and six months ended June 30, 2021, total warrant solicitation fee expense was $ 844 and is included in selling, general and administrative expenses in the condensed consolidated statements of operations. In July 2021, the Company estimates the warrant solicitation fee expense to be approximately $ 1,105 subject to finalization during the quarter ending September 30, 2021. As of June 30, 2021, the following table summarizes the outstanding warrants: Number of Warrants Exercise Price Investor warrants 2,017,594 $ 16.86 Placement agent warrants 102,502 $ 8.43 Placement agent warrants 9,345 $ 16.86 Total 2,129,441 $ 16.45 For the six months ended June 30, 2021, 163,006 placement agent warrants were exercised on a cashless basis at a price of $ 16.86 per share for 126,937 shares of common stock and 242,214 placement agent warrants were exercised on as cashless basis at a price of $ 8.43 per share for 214,325 shares of common stock. 23 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (dollars in thousands, except share and per share amounts) 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, nonqualified stock options, stock grants and stock-based awards to employees, directors, and consultants of the Company. No further awards will be issued under the 2018 Plan and 2019 Plan. Of the total shares available for grant under the 2020 Plan, 2,140,960 remain available as of June 30, 2021. RSU Activity RSUs granted to certain executives, employees and members of the Board expire 10 years after the grant date. The awards generally have a time-based vesting requirement (based on continuous employment) and certain awards also have a performance-based vesting requirement (defined as a liquidity event including an initial public offering). Upon the IPO, the performance-based vesting requirement was satisfied and the employees became vested in the number of RSUs that had satisfied the time-based vesting requirement. The stock-based compensation expense related to remaining service-based awards is recorded over the remaining requisite service period. The following table summarizes the activity related to the Company's RSUs for the six months ended June 30, 2021. For purposes of this table, vested RSUs represent the shares for which the service condition had been fulfilled as of June 30, 2021: Number of RSUs Weighted average grant date fair value Balance, January 1, 2021 1,857,444 $ 6.55 Granted 49,174 $ 61.85 Vested ( 365,747 ) $ 5.94 Balance, June 30, 2021 1,540,871 $ 8.46 As of June 30, 2021, total unamortized stock-based compensation cost related to unvested RSUs was $ 9,236 and the weighted-average period over which the compensation is expected to be recognized is 2.11 years. The award granted to a member of the Board in July 2020 and modified in November 2020 contains a market-based vesting condition based on the traded value of shares of the Company’s common stock following the IPO over a specific time frame. For this award, the market condition was factored into its fair value. All of the stock-based compensation expense related to this award was recognized upon the IPO in December 2020. The total shares under the unvested RSUs subject to a market-based vesting condition are 296,630 as of June 30, 2021. 24 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (dollars in thousands, except share and per share amounts) Stock options The following table summarizes the stock option activity for the six months ended June 30, 2021: Number Weighted average exercise price Weighted average grant date fair value Weighted average remaining contractual term (years) Outstanding as of January 1, 2021 922,796 $ 8.81 $ 1.78 8.08 Granted 10,641 $ 59.03 $ 25.58 Exercised ( 101,947 ) $ 8.43 $ 0.73 Forfeited ( 7,950 ) $ 9.64 $ 4.77 Outstanding as of June 30, 2021 823,540 $ 9.50 $ 2.19 7.67 Exercisable as of June 30, 2021 473,695 $ 8.43 $ 0.75 7.08 Unvested as of June 30, 2021 349,845 $ 10.94 $ 4.18 2.18 Vested and expected to vest as of June 30, 2021 823,540 $ 9.50 $ 2.19 7.67 Since options represent equity awards of the Company, such awards are fair valued as of the grant date for the purposes of measurement and recognition under U.S. GAAP. To measure the fair value of an option, the Black-Scholes valuation model was utilized. The valuation model requires the input of highly subjective assumptions. The weighted average assumptions for awards granted as of June 30, 2021 are as follows: Estimated weighted-average fair value per stock option $ 59.03 Volatility 45 % Risk-free rate 0.85 % Dividend yield Nil Expected term in years 6.0 As of June 30, 2021, total compensation cost related to unvested awards not yet recognized was $ 1,250 and the weighted-average period over which the compensation is expected to be recognized is 2.18 years. 25 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (dollars in thousands, except share and per share amounts) 12. COMMITMENTS AND CONTINGENCIES, AND RELATED PARTY TRANSACTIONS Purchase commitments From time to time in the normal course of business, the Company will enter into agreements with suppliers which provide favorable pricing in return for a commitment to purchase minimum amounts of inventory over a defined time period. In June 2020, as part of negotiations with the supplier that began in late 2019, the Company amended its October 2017 agreement to distribute and sell certain garden products for a term ending in December 2024. Under the amended agreement, the Company committed to purchase inventory in periodic minimum volumes on a take-or-pay basis, as defined, over the term of the agreement. In 2021, the Company expects to meet the minimum purchase commitment obligations. Contingencies In the normal course of business, certain claims have been brought against the Company and, where applicable, its suppliers. While there is inherent difficulty in predicting the outcome of such matters, management has vigorously contested the validity of these claims. Based on available information, management believes the claims are without merit and does not expect that the outcome, individually or in the aggregate, would have a material adverse effect on the consolidated financial positions, results of operations, cash flows or future earnings. Related party transactions—Hydrofarm Distribution Center The Company leases a distribution center in Petaluma, California from entities in which a related party is a stockholder. For the three months ended June 30, 2021 and 2020, rent expense for the month to month lease totaled $ 319 and $ 320 , respectively. For the six months ended June 30, 2021 and 2020, rent expense for the month to month lease totaled $ 639 for both periods. 26 TABLE OF CONTENTS Hydrofarm Holdings Group, Inc. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (dollars in thousands, except share and per share amounts) 13. SUBSEQUENT EVENTS On July 29, 2021, the Company executed an intercreditor and subordination agreement ("Agreement") related to the amended and restated note receivable, which is included in notes receivable and other assets, allowing the third-party payee to receive debt financing ("Subordinated Note") that will be used to fund operations. Pursuant to the Agreement, the Subordinated Note is hereby junior to and subordinated in right of payment to all indebtedness, obligations and liabilities of the third-party payee to the Company. The Company completed two acquisitions after June 30, 2021, which are described in Note 3 - Business Combinations. The Company completed the redemption of certain of its outstanding warrants after June 30, 2021, which is described in Note 10 - Convertible Preferred Stock and Stockholders' Equity . The Company executed operating leases after June 30, 2021, which are described in Note 7 - Operating Leases. 27 TABLE OF CONTENTS