GrowGeneration Corp 8-K/A, filed Mar 14, 2024

GrowGeneration Corp. (GRWG)

8-K/A 2024-03-14 For: 2024-03-13

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Added on April 09, 2026

About this 8-K/A

GrowGeneration Corp filed this 8-K/A on March 14, 2024, reporting on events of March 13, 2024.

Items reported

Item 7.01: Regulation FD disclosure
Item 9.01: Financial statements and exhibits

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Exhibit No.			Description
99.1			Press release dated March 13, 2024
104			Cover Page Interactive Data File, formatted XBRL Document


Date: March 14, 2024	GrowGeneration Corp.


	By:	/s/ Darren Lampert
	Name:	Darren Lampert
	Title:	Chief Executive Officer


	December 31, 2023		December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	29,757	$	40,054
Marketable securities	35,212		31,852
Accounts receivable, net of allowance for credit losses of $1.4 million and $0.7 million at December 31, 2023 and 2022	8,895		8,336
Notes receivable, current, net of allowance for credit losses of $1.7 million and $1.3 million at December 31, 2023 and 2022	193		1,214
Inventory	64,905		77,091
Prepaid income taxes	516		5,679
Prepaid and other current assets	7,973		6,455
Total current assets	147,451		170,681
Property and equipment, net	27,052		28,669
Operating leases right-of-use assets, net	39,933		46,433
Notes receivable, long term	106		—
Intangible assets, net	16,180		30,878
Goodwill	7,525		15,978
Other assets	843		803
TOTAL ASSETS	$	239,090	$	293,442
LIABILITIES & STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	11,666	$	15,728
Accrued liabilities	2,530		1,535
Payroll and payroll tax liabilities	2,169		4,671
Customer deposits	5,359		4,338
Sales tax payable	1,185		1,341
Current maturities of lease liability	8,021		8,131
Current portion of long-term debt	—		50
Total current liabilities	30,930		35,794
Operating lease liability, net of current maturities	34,448		40,659
Other long-term liabilities	317		593
Total liabilities	65,695		77,046
Commitments and contingencies
Stockholders’ Equity:
Common stock; $.001 par value; 100,000,000 shares authorized; 61,483,762 and 61,010,155 shares issued and outstanding as of December 31, 2023 and 2022, respectively	61		61
Additional paid-in capital	373,433		369,938
Retained earnings (deficit)	(200,099)		(153,603)
Total stockholders’ equity	173,395		216,396
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	239,090	$	293,442


	Three Months Ended December 31,				Twelve Months Ended December 31,
	2023		2022		2023		2022
	(Unaudited)		(Unaudited)
Net sales	$	49,452	$	54,456	$	225,882	$	278,166
Cost of sales (exclusive of depreciation and amortization shown below)	37,808		44,894		164,624		207,903
Gross profit	11,644		9,562		61,258		70,263

Operating expenses:
Store operations and other operational expenses	11,794		12,796		48,082		54,680
Selling, general, and administrative	7,876		8,594		29,799		36,758
Estimated credit losses	274		(37)		955		1,737
Depreciation and amortization	4,130		3,968		16,607		17,132
Impairment loss	15,659		—		15,659		127,831
Total operating expenses	39,733		25,321		111,102		238,138

Income (loss) from operations	(28,089)		(15,759)		(49,844)		(167,875)

Other income (expense):
Other income (expense)	(5)		137		781		684
Interest income	810		390		2,696		580
Interest expense	(91)		(5)		(97)		(21)
Total other income (expense)	714		522		3,380		1,243

Net income (loss) before taxes	(27,375)		(15,237)		(46,464)		(166,632)

Benefit (provision) for income taxes	61		248		(32)		2,885

Net income (loss)	$	(27,314)	(14,989)		$	(46,496)	$	(163,747)

Net income (loss) per share, basic	$	(0.44)	$	(0.25)	$	(0.76)	$	(2.69)
Net income (loss) per share, diluted	$	(0.44)	$	(0.25)	$	(0.76)	$	(2.69)

Weighted average shares outstanding, basic	61,386		61,064		61,181		60,813
Weighted average shares outstanding, diluted	61,386		61,064		61,181		60,813


	Years Ended December 31,
	2023		2022
Cash flows from operating activities:
Net income (loss)	$	(46,496)	$	(163,747)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	16,607		17,132
Estimated credit losses	955		1,737
Share-based compensation	3,171		4,967
Impairment loss related to goodwill and intangible assets	15,526		127,831
Impairment loss on operating lease right-of-use assets	133		—
Provision for deferred income taxes	—		(2,359)
Loss on disposal of fixed assets	218		568
Change in value of marketable securities	(1,438)		—
Changes in operating assets and liabilities (net of the effect of acquisitions):
(Increase) decrease in:
Accounts and notes receivable	(300)		(3,106)
Inventory	13,773		32,890
Prepaid expenses and other assets	3,898		10,827
Accounts payable and accrued liabilities	(3,035)		(3,359)
Operating leases	46		508
Customer deposits	1,021		(8,590)
Payroll and payroll tax liabilities	(2,502)		(2,769)
Sales taxes payable	(156)		(582)
Net cash and cash equivalents provided by (used in) operating activities	1,421		11,948
Cash flows from investing activities:
Acquisitions, net of cash acquired	(3,050)		(7,230)
Purchase of property and equipment	(6,698)		(12,896)
Purchase of marketable securities	(98,680)		(38,692)
Maturities of marketable securities	96,758		46,633
Proceeds from disposals of assets	265		612
Net cash and cash equivalents provided by (used in) investing activities	(11,405)		(11,573)
Cash flows from financing activities:
Principal payments on long term debt	(50)		(108)
Common stock withheld for employee payroll taxes	(263)		(1,618)
Proceeds from the sales of common stock and exercise of warrants and options, net of expenses	—		33
Net cash and cash equivalents (used in) provided by financing activities	(313)		(1,693)

Net increase (decrease) in cash and cash equivalents	(10,297)		(1,318)
Cash and cash equivalents at beginning of year	40,054		41,372
Cash and cash equivalents at end of year	$	29,757	$	40,054

Supplemental Information:
Cash paid for interest	$	98	$	21
Cash paid for income taxes	$	93	$	—
Right to use assets acquired under new operating leases	$	4,289	$	9,607
Indemnity holdback from business acquisition	$	—	$	875
Non-cash repurchase of liability awards	$	653	$	—
Non-cash issuance of a note receivable	$	299	$	—
Common stock issued for business combinations	$	—	$	5,710
Liability redemption associated with business acquisition	$	120	$	—
Common stock issued for intangible assets	$	—	$	173


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


	Three months ended December 31,				Year ended December 31,
	2023		2022		2023		2022
Net income (loss)	$	(27,314)	$	(14,989)	$	(46,496)	$	(163,747)
Benefit (provision) for income taxes	(61)		(248)		32		(2,885)
Interest income	(810)		(390)		(2,696)		(580)
Interest expense	91		5		97		21
Depreciation and amortization	4,130		3,968		16,607		17,132
EBITDA	$	(23,964)	$	(11,654)	$	(32,456)	$	(150,059)
Share-based compensation	719		987		3,171		4,967
Investment income	810		—		2,696		—
Impairment loss	15,659		—		15,659		127,831
Restructuring and other charges (1)	3,076		487		5,376		568
Adjusted EBITDA	$	(3,700)	$	(10,180)	$	(5,554)	$	(16,693)
(1) Consists primarily of expenditures related to the activity of store and distribution consolidation and one-time severances