10-K
1
f10k2020_growgeneration.htm
ANNUAL REPORT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT UNDER SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal year ended December
31, 2020
OR
☐ TRANSITION REPORT UNDER SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________
to __________
Commission File Number 333-207889
GROWGENERATION CORP.
(Exact name of registrant as specified
in its charter)
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
(Address of Principal Executive Offices) (Zip Code)
(800) 935-8420
(Registrant’s telephone number,
including area code)
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class Trading symbol Name of each exchange on which registered
Common Stock, par value $0.001 per share GRWG The NASDAQ Stock Market LLC
Securities registered pursuant to Section 12(g)
of the Act:
Title of class
Not Applicable
Not Applicable
(Former name, former address and former
fiscal year, if changed since last report)
Indicate by check
mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check
mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check
mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check
mark whether the registrant has submitted electronically Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐
Indicate by check
mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate by check
mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
Emerging Growth Company ☒
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
State the aggregate
market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the
common equity was last sold, or the average bid and asked price of such common equity, as of June 30, 2020: $236,600,250.
As of March 26,
the Company had 58,459,742 shares of its common stock issued and outstanding, par value $0.001 per share.
Document
Incorporated by Reference
Portions of a
definitive proxy relating to the registrant’s 2021 Annual Meeting of Shareholders, which will be filed with the Securities
and Exchange Commission within 120 days after the close of the fiscal year covered by this Form 10-K, are incorporated into Part
III of this Form 10-K.
TABLE OF CONTENTS
Page
PART I
Item 1. Business 1
Item 1A. Risk Factors 9
Item 1B. Unresolved Staff Comments 13
Item 2. Properties 13
Item 3. Legal Proceedings 13
Item 4. Mine Safety Disclosures 13
PART II
Item 6. Selected Financial Data 15
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 28
Item 8. Financial Statements and Supplementary Data F-1
Item 9A. Controls and Procedures 29
Item 9B. Other Information 30
PART III
Item 10. Directors, Executive Officers and Corporate Governance 31
Item 11. Executive Compensation 33
Item 14. Principal Accounting Fees and Services 33
PART IV
Item 15. Exhibits, Financial Statement Schedules 34
Signatures 38
i
PART I
Forward-Looking Information
This Annual Report of GrowGeneration
Corp. on Form 10-K contains forward-looking statements, particularly those identified with the words, “anticipates,”
“believes,” “expects,” “plans,” “intends,” “objectives,” and similar
expressions. These statements reflect management’s best judgment based on factors known at the time of such statements. The
reader may find discussions containing such forward-looking statements in the material set forth under “Management’s
Discussion and Analysis and Plan of Operations,” generally, and specifically therein under the captions “Liquidity
and Capital Resources” as well as elsewhere in this Annual Report on Form 10-K. Actual events or results may differ materially
from those discussed herein. The forward-looking statements specified in the following information have been compiled by our management
on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however,
are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.
The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates
of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances.
As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions
from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the
outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability
of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements
specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.
Unless the context otherwise requires,
the terms “we”, “our”, “ours” “us” and “GrowGeneration”, refer to GrowGeneration
Corp. and its subsidiaries, including GrowGeneration Pueblo Corp, GrowGeneration California Corp., Grow Generation Nevada Corp.,
GrowGeneration Washington Corp., GrowGeneration Rhode Island Corp., GrowGeneration Michigan Corp, GrowGeneration Oklahoma Corp,
GrowGeneration New England Corp, GrowGeneration Canada Corp, GrowGeneration HG Corp, GrowGeneration Hemp Corp, GGen Distribution
Corp., GrowGeneration Management Corp., GrowGeneration Florida Corp., and Charcoir, Inc. on a combined basis.
ITEM 1. BUSINESS
Background
GrowGeneration Corp. (together with all
of its wholly owned subsidiaries, collectively “GrowGeneration” or the “Company”) was incorporated in Colorado
in 2014 and is the largest chain of hydroponic garden centers in North America and is a leading marketer and distributor of nutrients,
growing media, advanced indoor and greenhouse lighting, environmental control systems and accessories for hydroponic gardening.
Currently, the Company owns and operates a chain of fifty two (52) retail hydroponic/gardening stores across 12 states, with eighteen
(18) in the state of California, six (6) in the state of Michigan, eight (8) located in the state of Colorado, five (5) in the
State of Oklahoma, five (5) in Maine, two (2) in the state of Nevada, two (2) in the state of Washington, two (2) in the state
of Oregon, one (1) in the state of Rhode Island, one (1) in the state of Florida, one (1) in the state of Arizona, one (1) in the
state of Massachusetts, one (1) in the state of Arizona, an online e-commerce store, GrowGeneration.com and a commercial e-commerce
platform, Agron.io. We recently announced the signing of two leases in Los Angeles and Rancho Dominguez, CA, which are our 53rd
and 54th locations. Proprietary brands owned by the Company include Canopy Crop Management Corp, CharCoir Inc, and the
Company introduced several private-label brands across multiple product categories from LED lighting to nutrients and additives
and other products for indoor cultivation.
Our plan is to continue to acquire, open
and operate hydroponic/gardening stores and related businesses throughout North America.
1
Markets
GrowGeneration sell thousands of products,
including nutrients, growing media, advanced indoor and greenhouse lighting, environmental control systems, vertical benching and
accessories for hydroponic gardening, as well as other indoor and outdoor growing products, that are designed and intended for
growing a wide range of plants. Hydroponics is a specialized method of growing plants using mineral nutrient solutions in a water
solvent, as opposed to soil. This method is typically used for indoor cultivation to give growers the ability to better regulate
and control nutrient delivery, light, air, water, humidity, pests, and temperature. Hydroponic growers benefit from these techniques
by producing crops faster and with higher crop yields per acre as compared to traditional soil-based growers. Indoor growing techniques
and hydroponic products are being utilized in new and emerging industries or segments, including the growing of cannabis and hemp.
In addition, vertical farms producing organic fruits and vegetables also utilize hydroponics due to a rising shortage of farmland
as well as environmental vulnerabilities including drought, other severe weather conditions and insect pests.
GrowGeneration serves a new, yet sophisticated
community of commercial and urban cultivators growing specialty crops including organics, greens and plant-based medicines. Unlike
the traditional agricultural industry, these cultivators use innovative indoor and outdoor growing techniques to produce specialty
crops in highly controlled environments. This enables them to produce crops at higher yields without having to compromise quality,
regardless of the season or weather and drought conditions.
Controlled-environment
agriculture (CEA) is a technology-based approach to maintain optimal growing conditions throughout the development of the
crop. Production takes place within an enclosed growing structure such as a greenhouse or building. Plants are often
grown using hydroponic methods in order to supply the proper amounts of water and nutrients to the root zone.
CEA optimizes the use of resources such as water, energy, space, capital and labor. Different techniques are available for growing
in controlled environment agriculture. The more viable option is vertical farming. Vertical farming has the ability to produce
crops all year round in a controlled environment, with the possibility of increased yield by adjusting the amount of carbon and
nutrients the plants receive.
Our target customer segments include the
commercial growers in the plant-based medicine market, the craft grower and vertical farms who grow organically grown herbs and
leafy green vegetables. The landscape for hydroponic retail stores is very fragmented, with numerous single stores which we consider
“targets” for our acquisition strategy. Further, the products we sell are in demand due to the ever-increasing legalization
of plant-based medicines, primarily cannabis and hemp, and the increasing number of licensed cultivation facilities in North America.
Total sales for the hydroponic equipment industry are projected to surpass $16 billion by 2025. The Company believes there are
over 15,000 active cannabis cultivation licenses in North America. The average cultivation facility is approximately 36,000 sq.
ft. and over 34,000,000 pounds of cannabis is projected to be cultivated by 2025.
Our retail operations are driven by a wide
selection of all hydroponic products, service and solutions driven staff and pick, pack and ship distribution and fulfillment capabilities.
We employ approximately 590 employees, a majority of them we have branded as “Grow Pros”. Currently, our operations
span over 800,000 square feet of retail and warehouse space.
We operate our business through the following
business units:
2
Store Acquisitions and New Store Openings
Core to our growth strategy is to expand
the number of our retail garden centers throughout North America. The hydroponic retail landscape is fragmented, which allows us
to acquire the “best of breed” hydroponic operations. In addition to the 12 states we are currently operating in, we
have identified new market opportunities in states that include Ohio, Illinois, Pennsylvania, New York, New Jersey, Mississippi
and Missouri. In 2020, we opened a second hydroponic/gardening center in Tulsa, Oklahoma, a 40,000 square feet store operation
and fulfillment center, and completed eight (8) acquisitions, adding 14 new locations in 2020. The Company acquired 14 new locations
in the first quarter of 2021 and has an active target pipeline of acquisitions which are planned to close in 2021.
Commercial Sales Division
Our commercial division is focused on selling
end to end solutions for large commercial cultivators. When a commercial customer gains a new cultivation license, they will need
to purchase lighting, benching, environmental control systems, irrigation, fertigation and other products to outfit their cultivation
facility. Commercial customers typically purchase in larger dollar amounts and sizes of products. We offer commercial customers
volume pricing, terms and financing. Our commercial team manages thousands of commercial accounts across North America. Our commercial
division collectively contributed approximately $49 million in revenue for 2020 compared to approximately $17 million for 2019,
a 189% year over year increase. We have identified over 15,000 active licensed growers in North America and believe there is significant
room for us to expand our base of commercial customers.
E-Commerce/Omni-Channel Division
Our digital strategy is focused on capturing
the home, craft and commercial grower online. GrowGeneration.com offers over 10,000 hydroponic products, all curated by our product
team. GrowGeneration.com offer customers the option to have their orders shipped directly to their locations, anywhere in North
America or alternatively customers can buy online and pick up in store. Revenue for 2020 was approximately $10.6 million compared to
approximately $4.8 million for 2019, an increase of 123%. New visitors to our website were 1.2 million in 2020 versus 477,000 in
2019, an increase of 152% year over year. Our online garden center closed 17,000 transactions in 2020 versus 6,300 in 2019, an
increase of 170%. On March 19, 2021, the Company purchased, Agron.io. a leading wholesale agriculture portal that allows commercial
growers to manage their purchasing and logistics in one platform. Powered by proprietary ERP technology, Agron.io offers commercial
pricing, real-time inventory and one of the largest product catalog in the industry, with over 10,000 products in over 60
categories, including greenhouses, extraction, hemp, and commercial equipment. The platform manages real-time product updates,
tier-pricing changes, case quantities, pallet quantities, profit margin projections, hazmat fees, ETL/UL listings and state chemical
regulations, as well as guarantees the latest shipping rates using API Pallet.
3
Supply Chain
Our supply chain currently spans 800,000
sq. ft. of retail and warehouse space, across 52 locations and 12 states. Today, we operate distribution and fulfillment out of
our 60,000 sq. ft location in Sacramento, CA and 40,000 sq. ft. in Tulsa, OK. The Company announced on March,9, 2021 the addition
of a total of 122,000 sq. ft., including 52,000 sq. ft. in downtown Los Angeles, CA and 70,000 sq. ft. in Rancho Dominguez, CA,
that will serve as warehousing for our private-label products, distribution and fulfillment for the Company. We are in the process
of building several additional locations that will serve as fulfillment service centers, that include a 25,000 sq. ft. location
in Phoenix, AZ. and a 58,000 sq. ft. location in Medley, FL. The Company expects these locations to be open by the summer of 2021.
Proprietary Brands and Private Label
GrowGeneration purchased Canopy Crop Management
Corp., in December 2020, the developer of the popular Power Si line of monosilicic acid products, a widely used nutrient additive
for plants. On March 12, 2021, the Company purchased Char Coir, a line of premium coco pots, cubes and medium. Both Power Si and
Char Coir are brands that generate over $10,000,000 in annual sales. We believe that expanding our private label offerings will
have a positive impact on our margins and profitability in the near term. We use various trademarks, trade names in our private-
label business, including Ion Lighting, Sunleaves, powder nutrients and additive line, Optilime Bulbs, Blueprint controllers and
timers, Growxcess pots and containers, Harvest Edge, pruners, trellis and other gardening accessories, and Durabreeze fans and
dehumidifiers. Both “GrowGeneration” and “Where the Pros Go to Grow” are trademarks used to brand and market our garden centers across
North America.
Competitive Advantages
As the largest chain of hydroponic garden
centers by revenue and number of stores in the United States based on management’s estimates, we believe that we have the
following core competitive advantages over our competitors:
● We have a knowledge-based sales team, all with horticultural experience;
● We offer the options to transact online, in store, or buy online and pick up;
Community Service and Charity
The Company has recently announced its
partnership with Whole Cities Foundation. Founded by Whole Foods Market in 2014, the independent, nonprofit organization is based
in Austin, Texas, and has partnered with more than 190 community organizations in 100 cities across the U.S. to build thriving
local food systems and improve health. The first project, with Whole Cities, through its Fresh, Healthy Food Access Grant program,
has been with Newark Science & Sustainability and Greater Newark Conservancy over the past 4 years. Both organizations
had identified hydroponic growing as a goal for their community plans. Each group will benefit from an equipment grant. These
first two opportunities are part of a pilot that we expect will yield learnings over the course of the year. GrowGeneration will
provide equipment and expertise and partner with Whole Cities to evaluate community impact.
4
As we have built a national chain of hydroponic
garden centers, it has always been our mission to give back to the local communities. In our day-to-day operations, we see the
results growing hydroponically. We could not be prouder to partner with Whole Cities to donate hydroponic equipment and supplies
to their local communities to help them with their gardens and increase the quality of their food production. Our staff of approximately
590 dedicated team members, the majority of whom are experienced in how to grow hydroponically, are energized to lend a hand and
their personal time to support Whole Cities. It is rewarding to watch a community, come together, parents and children, and produce
the largest tomatoes and produce in their community!
Further, in December 2020, the Company
donated $10,000 to the Make- A- Wish Foundation to grant “a wish” to a child. The Company is an active contributor
and supporter of the Make-A-Wish Foundation.
How We Evaluate Our Operations
Sales
The Company generates sales primarily from
the sale of hydroponic garden products, including nutrients, growing media, advanced indoor and greenhouse lighting, environmental
control systems, vertical benching, and accessories for hydroponic gardening, as well as other indoor and outdoor growing products.
The Company recognizes revenue, net of estimated returns and sales tax, at the time the customer takes possession of merchandise
or receives services at which point, the performance obligation is satisfied. Sales and other taxes collected concurrent with revenue
producing activities are excluded from revenue. Customer deposits and lay away sales are not reported as revenue until final payment
is received and the merchandise has been delivered.
Our sales depend on the type of products
we sell and the mix between consumables and non-consumables. Due to their nature, purchases of consumables result in repeat orders
as customers seek to replenish their supplies. In 2020, approximately 60% of our sales were consumables. Generally, in new markets
where legalization of plant-based medicines is recent and licensors are ramping up their grow operations, there are more purchases
of non-consumables for buildouts compared to purchases of consumables. In more mature markets, there are generally more purchases
of consumables than non-consumables. Our sales are also impacted by our customer mix of commercial and non-commercial customers,
as larger commercial customers may receive volume discounts. More than a majority of our sales are derived from our commercial
customers.
Gross Profit
We calculate gross profit as sales less
cost of goods sold. Cost of goods sold consists of cost of product sold and freight. Gross profit excludes depreciation and amortization,
which are presented separately in our consolidated statement of operations.
Our overall gross profit margin varies
with our product mix, in particular the percentage of sales of consumable products versus non-consumables, such as in connection
with buildouts, during a particular quarter. In addition, our customer mix impacts gross profit margin due to larger commercial
customers receiving discounts.
Operating Expenses
Operating expenses are comprised of store
operations, primarily payroll, rent and utilities, and corporate overhead. Corporate overhead is comprised of share-based compensation,
depreciation and amortization, general and administrative costs and corporate salaries and related expenses. General and administrative
expenses (“G&A”) consist mainly of advertising and promotions, travel & entertainment, professional fees and
insurance. G&A as a percentage of sales does not increase commensurate with an increase in sales. Our largest expenses are
payroll and rent and these are largely fixed and not variable. Our advertising and marketing expenses are controllable and variable
depending on the particular market.
5
Same-Store Sales
We assess the organic growth of our sales
on a same-store basis. We believe that our assessment on a same-store basis represents an important indicator of comparative financial
results and provides relevant information to assess our performance. New and acquired stores become eligible for inclusion in the
comparable store base if the store has been under our ownership for the entire period in the same-store base periods for which
we are including the store. For example, our same store sales for the full year 2020 and 2019 includes 21 stores that operated
for the entire year. We do not include any stores that were closed or consolidated during a particular period.
Research and Development
The Company has not incurred any research
and development expenses during the period covered by this report.
Customers and Suppliers
Our key customers vary by state and are
expected to be more defined as the Company moves from its retail walk-in purchasing sales strategy to serving cultivation facilities
directly and under predictable purchasing activity. Currently, none of our customers accounted for more than 5% of our sales in
2020 or 2019.
Our key suppliers include several manufacturers
and distributors such as Hawthorne Garden Supply, Hydrofarm, Fluence Engineering, Advanced Nutrients, House and Gardens, FoxFarm
Fertilizer, Canna, USA, and others. All the products purchased and sold are applicable to indoor and outdoor growing for organics,
greens, and plant-based medicines. As of December 31, 2020, two suppliers represented 41% of all our purchases, a decrease of 18%
from 2019. The Company is of the opinion that the loss of either supplier would not have a material adverse impact on our business.
The Company maintains direct manufacturing agreements with many vendors.
Acquisitions
The Company purchased a total of 14 stores
in 2020 and 14 stores through March 12, 2021. The Company also completed the acquisitions of two leading product companies, Canopy
Crop Management in December 2020 and Char Coir, on March 14, 2021.
Acquisition completed in 2021, Subsequent
to year-end December 31, 2020
On March 19, 2021 the Company purchased
the assets of Agron, LLC, an online seller of growing equipment. The total consideration for the purchase of Agron was approximately
$11.3 million, including $6 million in cash and common stock valued at approximately $5.3 million.
On March 15, 2021 the Company purchased
the assets of 55 Hydroponics, a hydroponic and organic superstore located in Santa Ana, CA.
The total consideration for the purchase of 55 Hydroponics was approximately $6.1 million, including $5 million in cash and common
stock valued at approximately $1.1 million.
On March 15, 2021 the Company purchased
the assets of Aquarius, a hydroponic and organic garden store in Springfield, MA.
The total consideration for the purchase of Aquarius was approximately $3.6 million, including $2.4 million in cash and common
stock valued at approximately $1.2 million.
On March 12, 2021 the Company purchased
the assets of Charcoir Corporation, who sells an RHP-certified growing medium made from the
highest-grade coconut fiber. The total consideration for the purchase of Charcoir was approximately $16.3 million, including
$9.8 million in cash and common stock valued at approximately $6.5 million.
On February 22, 2021 the Company purchased
the assets of San Diego Hydroponics & Organics, a four-store chain of hydroponic and
organic garden stores in San Diego, CA. The total consideration for the purchase of San Diego Hydroponics was approximately
$9.3 million, including $4.8 million in cash and common stock valued at approximately $4.5 million.
6
On February 15, 2021 the Company purchased
the assets of Grow Warehouse LLC, a four-store chain of hydroponic and organic garden stores
in Colorado (3 stores) and Oklahoma (1 store). The total consideration for the purchase of Grow Warehouse LLC was approximately
$17.8 million, including $8.1 million in cash and common stock valued at approximately $9.7 million.
On February 1, 2021 the Company purchased
the assets of J.A.R.B., Inc d/b/a Grow Depot Maine, a two-store chain in Auburn and Augusta,
Maine. The total consideration for the purchase of Grow Depot Maine was approximately $2.1 million, including $1.7 million
in cash and common stock valued at approximately $411,000.
On January 25, 2021 the Company purchased
the assets of Indoor Garden & Lighting, Inc, a two-store chain of hydroponic and equipment
and indoor gardening supply stores serving the Seattle and Tacoma, Washington area. The total consideration for the purchase
of Garden & Lighting was approximately $1.63 million, including $1.1 million in cash and common stock valued at approximately
$526,000.
Acquisitions completed in 2020
On December 23, 2020, the Company acquired
the assets of Canopy Crop Management and its complete portfolio of products including the Power SI brand of momo-silicic acid-enriched
fertilizers. The total consideration for the purchase of Canopy Crop was approximately $9.2 million, including $5.4 million in
cash and common stock valued at approximately $3.8 million.
On December 14, 2020, the Company acquired
the assets of Grassroots, a three-store chain in California. The total consideration for the purchase of Grassroots was approximately
$10 million, including $7.5 million in cash and common stock valued at approximately $2.5 million.
On November 17, 2020, the Company acquired
the assets of The GrowBiz, a five-store chain with four stores in California and one store in Oregon. The total consideration for
the purchase of The GrowBiz was approximately $44.7 million, including $17.4 million in cash and common stock valued at approximately
$27.3 million.
On October 20, 2020 the Company acquired
the assets of Big Green Tomato (“BGT”), a two-store chain in Battle Creek and Taylor,
Michigan. The total consideration for the purchase of BGT was approximately $9.1 million, including $6.0
in cash and common stock valued at approximately $3.1 million.
On October 12, 2020, the Company acquired
the assets of Hydroponics Depot, LLC, a single store located in Phoenix Arizona. The total
consideration for the purchase of Hydroponics Depot, LLC was approximately $1.54 million,
including $987,500 in cash and common stock valued at approximately $548,000.
On August 10, 2020 the Company acquired
certain assets of Benzakry Family Corp, d/b/a Emerald City Garden, in a transaction valued at $1 million. Acquired goodwill of
approximately $618,000 represents the value expected to rise from organic growth and an opportunity to expand into a well-established
market for the Company. Cash consideration was funded from the Company’s existing working capital.
On June 16, 2020 the Company acquired certain
assets of H2O Hydroponics, LLC in a transaction valued at approximately $1.99 million. Acquired goodwill of approximately $1 million
represents the value expected to rise from organic growth and an opportunity to expand into a well-established market for the Company.
Cash consideration was funded from the Company’s existing working capital.
On February 26, 2020, the Company entered
into an asset purchase agreement through its wholly-owned subsidiary, GrowGeneration Florida Corp, to purchase the assets of Healthy
& Harvest, LLC, with one location in Pembroke Pines, FL. The total consideration for the purchase of Healthy Harvest was approximately
$2.9 million, including $1.8 million in cash and common stock valued at approximately $1.1 million. In connection with the purchase
of the assets, the Company also entered a three-year commercial lease for warehouse space, effective February 26, 2020 and subleased
the store space whose current lease expires July 31, 2021.
7
Seasonality
Our business is subject to some seasonal
influences. Historically, our highest volume of sales occurs in our second and third fiscal quarters, and the lower volume occurs
during our first or fourth fiscal quarter.
Competition
The markets in which we sell our products
are highly competitive. Our key competitors include many local and national vendors of gardening supplies, local product resellers
of hydroponic and other specialty growing equipment, as well as online product resellers and large online marketplaces such as
Amazon.com and eBay. Our industry is a highly fragmented industry with over 1,000 retail hydroponic retailers throughout the U.S.
Notwithstanding the foregoing, we are the
largest chain of hydroponic garden centers in North America and our pricing, inventory and product availability and overall customer
service, provide us with the ability to compete in our industry. In addition, as we continue to increase the number of garden centers
and inventory per store, we expect to be able to continue to purchase inventory at lower volume prices, which we expect will enable
us to price competitively and deliver the products that our customers are seeking. The Company competes by delivering the widest
selection of hydroponics products, end to end solutions for all types of cultivation environments, in-store sales and product support,
direct manufacturer pricing and world-class customer service.
Intellectual Property and Proprietary
Rights
Our intellectual property consists of our
brands and their related trademarks, domain names and websites, customer lists and affiliations, product knowledge and technology,
and marketing intangibles. We also hold rights to website addresses related to our business including websites that are actively
used in our day-to-day business such as www.GrowGeneration.com. We own the federally registered trademark for “GrowGeneration®”
“Where the Pros Go to Grow®”. In addition, we own several registered trademarks acquired in March 2019.
Government Regulation
We sell products, including hydroponic
gardening products, that end users may purchase for use in new and emerging industries or segments, including the growing of cannabis
and hemp, that may not grow or achieve market acceptance in a manner that we can predict. The demand for these products depends
on the uncertain growth of these industries or segments.
In addition, we sell products that end
users may purchase for use in industries or segments, including the growing of cannabis and hemp, that are subject to varying,
inconsistent, and rapidly changing laws, regulations, administrative practices, enforcement approaches, judicial interpretations,
and consumer perceptions. For example, certain countries and 36 U.S. states have adopted frameworks that authorize, regulate,
and tax the cultivation, processing, sale, and use of cannabis for medicinal and/or non-medicinal use, while the U.S. Controlled
Substances Act and the laws of other U.S. states prohibit growing cannabis. In addition, with the passage of the Farm Bill in December
2018, hemp cultivation is now broadly permitted. The Farm Bill explicitly allows the transfer of hemp-derived products across state
lines for commercial or other purposes. It also removes restrictions on the sale, transport, or possession of hemp-derived products,
so long as those items are produced in a manner consistent with the law. We believe the recent passage of the 2018 Farm Bill will
allow the Company to expand its marketplace opportunities.
Our gardening products, including our hydroponic
gardening products, are multi-purpose products designed and intended for growing a wide range of plants and are purchased by cultivators
who may grow any variety of plants, including cannabis and hemp. Although the demand for our products may be negatively impacted
depending on how laws, regulations, administrative practices, enforcement approaches, judicial interpretations, and consumer perceptions
develop, we cannot reasonably predict the nature of such developments or the effect, if any, that such developments could have
on our business.
8
Employees
As of December 31, 2020, we had 360 full
time employees and 47 part-time employees. No employees are subject to collective bargaining agreements. As of March 19, 2021,
the Company has 590 employees.
Principal Offices
Our principal offices are located at 930
W 7th Ave, Suite A., Denver, CO 80204. Currently, we lease ten (10) facilities in the State of Colorado, twenty (20)
in the State of California, three (3) in the State of Nevada, two (2) in the State of Washington, two (2) in the State of Oregon,
two (2) in the state of Arizona, one (1) in the State of Rhode Island, six (6) in the State of Oklahoma, six (6) in the State of
Michigan, five (5) in the State of Maine, three (3) in the State of Florida, all for our corporate and retail operations. In total
the Company currently leases approximately 800,000 square feet of space, which consists primarily of 9,000 feet of corporate office
space, 100,000 square feet of warehouse space and approximately 700,000 square feet of store space.
ITEM 1A. RISK FACTORS
The risks and uncertainties described below
could materially and adversely affect our business, financial condition and results of operations and could cause actual results
to differ materially from our expectations and projections. You should read these Risk Factors in conjunction with “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 and our Consolidated Financial Statements
and related notes in Item 8. There also may be other factors that we cannot anticipate or that are not described in this report
generally because we do not currently perceive them to be material. Those factors could cause results to differ materially from
our expectations.
The COVID-19
pandemic and the efforts to mitigate its impact may have an adverse effect on our business, liquidity, results of operations, financial
condition and price of our securities.
The pandemic involving the novel strain
of coronavirus, or COVID-19, and the measures taken to combat it, may have adverse effect on our business. Public health authorities
and governments at local, national and international levels have announced various measures to respond to this pandemic. Some measures
that directly or indirectly impact our business include:
● voluntary or mandatory quarantines;
● restrictions on travel;
● limiting gatherings of people in public places: and
Congestion
at all ports, product delays from overseas.
Although we have been deemed an “essential”
business by state and local authorities in the areas in which we operate, we have undertaken the following measures in an effort
to mitigate the spread of COVID-19 including limiting store business hours and encouraging employees to work remotely if possible.
We also have enacted our business continuity plans, including implementing procedures requiring employees working remotely where
possible which may make maintaining our normal level of corporate operations, quality controls and internal controls difficult.
Moreover, the COVID-19 pandemic has caused temporary or long-term disruptions in our supply chains and/or delays in the delivery
of our inventory. Further, the COVID-19 pandemic and mitigation efforts have also adversely affected our customers’ financial
condition, resulting in reduced spending for the products we sell.
As events are rapidly changing, we do not
know how long the COVID-19 pandemic and the measures that have been introduced to respond to it will disrupt our operations or
the full extent of that disruption. Further, once we are able to restart normal business hours and operations doing so may
take time and will involve costs and uncertainty. We also cannot predict how long the effects of COVID-19 and the efforts to contain
it will continue to impact our business after the pandemic is under control. Governments could take additional restrictive measures
to combat the pandemic that could further impact our business or the economy in the geographies in which we operate. It is also
possible that the impact of the pandemic and response on our suppliers, customers and markets will persist for some time after
governments ease their restrictions. These measures have negatively impacted, and may continue to impact, our business and financial
condition as the responses to control COVID-19 continue.
9
Economic conditions could adversely
affect our business.
Uncertain global economic conditions, in
particular in light of the COVID-19 pandemic, could adversely affect our business. Negative global economic trends, such as decreased
consumer and business spending, high unemployment levels and declining consumer and business confidence, pose challenges to our
business and could result in declining revenues, profitability and cash flow. Although we continue to devote significant resources
to support our brands, unfavorable economic conditions may negatively affect demand for our products.
We face competition that could prohibit
us from developing or increasing our customer base.
The specialty gardening and hydroponic
product industry is highly competitive. More established gardening companies with much greater financial resources which do not
currently compete with us may be able to easily adapt their existing operations to sales of hydroponic growing equipment. Our competitors
may also introduce new hydroponic growing equipment, and manufacturers may sell equipment direct to consumers. Due to this competition,
there is no assurance that we will not encounter difficulties in increasing revenues and maintaining and/or increasing market share.
In addition, increased competition may lead to reduced prices and/or margins for products we sell.
Our business depends substantially
on the continuing efforts of our executive officers and our business may be severely disrupted if we lose their services.
Our future success depends substantially
on the continued services of our executive officers, especially our Chief Executive Officer, Darren Lampert, our President, Michael
Salaman, and our Chief Operating Officer, Tony Sullivan. We do not maintain key man life insurance on any of our executive officers
and directors. If one or more of our executive officers are unable or unwilling to continue in their present positions, we may
not be able to replace them readily, if at all. Therefore, our business may be severely disrupted, and we may incur additional
expenses to recruit and retain new officers.
Litigation may adversely affect our
business, financial condition and results of operations.
From time to time in the normal course
of our business operations, we may become subject to litigation that may result in liability material to our financial statements
as a whole or may negatively affect our operating results if changes to our business operation are required. The cost to defend
such litigation may be significant and may require a diversion of our resources. There also may be adverse publicity associated
with litigation that could negatively affect customer perception of our business, regardless of whether the allegations are valid
or whether we are ultimately found liable. As a result, litigation may adversely affect our business, financial condition and results
of operations.
Certain of our products may be purchased
for use in new and emerging industries or segments and/or be subject to varying, inconsistent, and rapidly changing laws, regulations,
administrative practices, enforcement approaches, judicial interpretations, and consumer perceptions.
We sell hydroponic gardening products that
end users may purchase for use in new and emerging industries or segments, including the growing of cannabis, that may not grow
or achieve market acceptance in a manner that we can predict. The demand for these products depends on the uncertain growth of
these industries or segments.
In addition, we sell products that end
users may purchase for use in industries or segments, including the growing of cannabis, that are subject to varying, inconsistent,
and rapidly changing laws, regulations, administrative practices, enforcement approaches, judicial interpretations, and consumer
perceptions. For example, certain countries and 34 U.S. states have adopted frameworks that authorize, regulate, and tax the cultivation,
processing, sale, and use of cannabis for medicinal and/or non-medicinal use, while the U.S. Controlled Substances Act and the
laws of other U.S. states prohibit growing cannabis.
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Our hydroponic gardening products are multi-purpose
products designed and intended for growing a wide range of plants and are generally purchased from retailers by end users who may
grow any variety of plants, including cannabis. Although the demand for our products may be negatively impacted depending on how
laws, regulations, administrative practices, enforcement approaches, judicial interpretations, and consumer perceptions develop,
we cannot reasonably predict the nature of such developments or the effect, if any, that such developments could have on our business.
Acquisitions,
other strategic alliances and investments could result in operating difficulties, dilution, and other harmful consequences that
may adversely impact our business and results of operations.
Acquisitions are an important element of
our overall corporate strategy and use of capital, and these transactions could be material to our financial condition and results
of operations. We expect to continue to evaluate and enter into discussions regarding a wide array of potential acquisitions and
strategic transactions. The areas where we may face risks in connection with acquisitions include, but are not limited to, the
failure to successfully further develop the acquired business, the implementation or remediation of controls, procedures and policies
at the acquired business, the transition of operations, users and customers onto our existing platforms, and cultural challenges
associated with integrating employees from the acquired business into our organization, and retention of employees from the businesses
we acquire. Our failure to address these risks or other problems encountered in connection with our acquisitions could cause us
to fail to realize the anticipated benefits of such acquisitions, investments or alliances, incur unanticipated liabilities, and
harm our business generally.
Our acquisitions could also result in dilutive
issuances of our equity securities, the incurrence of debt, contingent liabilities or amortization expenses, or impairment of goodwill
and purchased long-lived assets, and restructuring charges, any of which could harm our financial condition or results of operations
and cash flows. Also, the anticipated benefits and synergies of many of our acquisitions may not materialize.
If product liability lawsuits are
brought against us, we may incur substantial liabilities.
We face a potential risk of product liability
as a result of any of the products that we offer for sale. For example, we may be sued if any product we sell allegedly causes
injury or is found to be otherwise unsuitable during product testing, manufacturing, marketing or sale. Any such product liability
claims may include allegations of defects in manufacturing, defects in design, a failure to warn of dangers inherent in the product,
negligence, strict liability and a breach of warranties. Claims could also be asserted under state consumer protection acts. If
we cannot successfully defend ourselves against product liability claims, we may incur substantial liabilities. Even successful
defense would require significant financial and management resources. Regardless of the merits or eventual outcome, liability claims
may result in:
● decreased demand for products that we may offer for sale;
● injury to our reputation;
● costs to defend the related litigation;
● a diversion of management’s time and our resources;
● substantial monetary awards to trial participants or patients;
● a decline in our stock price.
We do not maintain any product liability
insurance. Our inability to obtain and retain sufficient product liability insurance at an acceptable cost to protect against potential
product liability claims could prevent or inhibit the commercialization of products we developed. Even if we obtain product liability
insurance in the future, we may have to pay amounts awarded by a court or negotiated in a settlement that exceed our coverage limitations
or that are not covered by our insurance, and we may not have, or be able to obtain, sufficient capital to pay such amounts.
11
We may acquire businesses or products,
or form strategic alliances, in the future, and we may not realize the benefits of such acquisitions.
We may acquire additional businesses or
products, form strategic alliances or create joint ventures with third parties that we believe will complement or augment our existing
business. If we acquire businesses with promising markets or products, we may not be able to realize the benefit of acquiring such
businesses if we are unable to successfully integrate them with our existing operations and company culture. We may encounter numerous
difficulties in developing, manufacturing and/or marketing any new products resulting from a strategic alliance or acquisition
that delay or prevent us from realizing their expected benefits or enhancing our business. We cannot assure you that, following
any such acquisition, we will achieve the expected synergies to justify the transaction.
Risks Related to Our Common Stock
There are risks, including stock market
volatility, inherent in owning our common stock.
The market price and volume of our common
stock have been, and may continue to be, subject to significant fluctuations. These fluctuations may arise from general stock market
conditions, the impact of risk factors described herein on our results of operations and financial position, or a change in opinion
in the market regarding our business prospects or other factors, many of which may be outside our immediate control.
The shares of our common stock may
experience substantial dilution by exercises of outstanding warrants and options.
As of the date hereof, we had outstanding
warrants to purchase an aggregate of 1,393,472 shares of our common stock at a weighted average exercise price of $7.49 per share,
and options to purchase an aggregate of 1,803,108 shares of our common stock (out of which 1,057,734 are vested as of this date)
at a weighted average exercise prices of $3.92 per share. The exercise of such outstanding options and warrants will result in
substantial dilution of your investment. In addition, our shareholders may experience additional dilution if we issue common stock
in the future. Any of such dilution may have adverse effect on the price of our common stock.
We are an “emerging growth
company,” and will be able take advantage of reduced disclosure requirements applicable to “emerging growth companies,”
which could make our common stock less attractive to investors.
We are an “emerging growth company,”
as defined in the Jumpstart Our Business Startups Act of 2012, or JOBS Act, and, for as long as we continue to be an “emerging